ANNUAL REPORT

& ACCOUNTS 2024

WPP IS THE CREATIVE

TRANSFORMATION COMPANY

OUR VISION

For more on our work

see page 7

To be the most creative company in the world

OUR PURPOSE

For more on our purpose

see page 38

We use the power of creativity to build

better futures for our people, planet, clients

and communities

OUR STRATE GY

For more on our strategy

see page 16

Our strategy aims to capture the opportunities

offered by AI, maximise the potential of our

offer to clients and deliver faster growth,

higher margins and improved cash generation

Underpinned by a disciplined approach to capital allocation

AI COVER ART

Our AI cover art was created on WPP Open

by our in-house creative technologists.

The imagery combines high-fidelity 3D models

in NVIDIA Omniverse™ with WPP Open’s

generative AI capabilities

For more on WPP Open see page 18

WPP Open, our AI-powered marketing

operating system, drives creative transformation

for the world’s biggest brands

Lead through

AI, data and

technology

Accelerate

growth through

the power

of creative

transformation

Build

world-class,

market-leading

brands

Execute

efficiently to

drive strong

financial returns

CONTENTS STRATEGIC REPORT

At a glance 2

Chief Executive’s statement 4

Working at WPP 8

Investment case 9

Where we operate 10

Our agencies 11

Our business model 12

Market environment 14

Our strategy 16

Sustainability 36

Task Force on Climate-related

Financial Disclosures statement 47

Chief Financial Officer’s statement 62

Key performance indicators 65

Financial review 68

Assessing and managing our risks 73

Principal risks and uncertainties 78

CORPORATE GOVERNANCE

Chair’s letter 88

Compliance with the UK Corporate

Governance Code 91

Our Board 92

Our Executive Committee 95

Division of responsibilities 97

How our Board engages with stakeholders 98

Board activities 102

Composition, succession and review 103

Nomination and Governance Committee report 105

Audit Committee report 110

Sustainability Committee report 117

Compensation Committee report 119

Statement of Directors’ responsibilities 143

FINANCIAL STATEMENTS

Consolidated financial statements 146

Accounting policies 151

Notes to the consolidated financial statements 157

Independent auditors’ report 188

ADDITIONAL INFORMATION

Reconciliation to non-GAAP measures

of performance 196

Shareholder information 199

Five-year summary 202

Glossary 203

Where to find us 205

WHAT’S INSIDE

This report provides an update on our strategic

progress, financial performance and sustainability

activities for the year ended 31 December 2024

SUSTAINABILITY

We highlight our performance related to

environmental, social and governance (ESG)

topics in this report, starting on page 36. For a

more in-depth account, please see this year’s

Sustainability Report at wpp.com/

sustainabilityreport2024

ADDITIONAL CONTENT

Scan the QR codes throughout the

report to access further content online

Signposts where to find related information

within this report

Selected metrics marked with this symbol have

been subject to independent limited assurance

procedures by PricewaterhouseCoopers LLP (PwC)

for the year ended 31 December 2024. For PwC’s

2024 Limited Assurance Report and the

WPPSustainability Reporting Criteria 2024,

see wpp.com/sustainabilityreport2024

ANNUAL REPORT ONLINE

An online version of this report, along with

supplementary information and disclosures,

is available at wpp.com/annualreport2024

ABOUT THIS REPORT

PEOPLE

PLANET

CLIENTS

COMMUNITIES

SUSTAINABILITY

REPORT 2024

WPP ANNUAL REPORT 2024 1

STRATEGIC REPORT STRATEGIC REPORT

108, 000

people

Delivering excellence and driving

growth for our clients

See page 42 for more

100+

countries

Our global footprint is a

key differentiator

See page 10 for more

Leading

brands

Home to powerful agency brands

See page 28 for more

Innovation

Deep AI expertise, world-class

data capabilities and cutting-edge

technology

See page 18 for more

WPP Open, our AI-powered marketing operating

system, enables the biggest global marketers to

transform their processes, deliver efficiencies and

accelerate business growth

Our clients

WPP clients include many of the

biggest companies and advertisers

in the world. Our top ten clients

represent 20% of revenue less

pass-through costs

See page 24 for more

AT A GLANCE

OUR COMPANY

We are a world leader in marketing services,

with deep AI, data and technology capabilities,

global presence and unrivalled creative talent

Top 10 markets

WPP ANNUAL REPORT 202422

STRATEGIC REPORT STRATEGIC REPORTAT A GLANCE

Stable revenue and profitability

REVENUE

£14.7bn

(2023: £14.8bn)

REVENUE LESS

PASS-THROUGH COSTS

£11.4bn

(2023: £11.9bn)

OPERATING PROFIT

£1.3bn

(2023: £0.5bn)

HEADLINE OPERATING

MARGIN

15.0%

(2023: 14.8%)

See page 68 for more

Increased returns to shareholders based on strong financial foundations

DILUTED EARNINGS

PER SHARE

49.4p

(2023: 10.1p)

DIVIDEND PER SHARE

39.4p

(2023: 39.4p)

ADJUSTED OPERATING

CASH FLOW CONVERSION

86%

(2023: 73%)

AVERAGE ADJUSTED NET

DEBT/HEADLINE EBITDA

1.80x

(2023: 1.83x)

See page 62 for more

Continued progress on our key non-financial performance indicators

PROPORTION OF WOMEN IN

EXECUTIVE LEADERSHIP ROLES

42%

(2023: 41%)

ELECTRICITY PURCHASED

FROM RENEWABLE SOURCES

93%

(2023: 88%)

CLIENT NET

PROMOTER SCORE

31.4

(2023: 27.5)

WPP OPEN MONTHLY

ACTIVE USERS

33, 000

(2023: 10,000)

See page 67 for more

The Group uses alternative performance measures in explaining its results, which are

described from page 196

Headline operating profit of £1,707 million (2023: £1,750 million) as a percentage of revenue

less pass-through costs of £11,359 million (2023: £11,860 million). Reported profit before tax

was £1,031 million (2023: £346 million)

See definitions in the Glossary from page 203

In line with the FTSE Women Leaders Review, the independent, business-led framework

supported by the UK government. Executive leadership roles are defined as the board and

executive leadership population (see WPP Sustainability Reporting Criteria 2024)

Selected metrics marked with this symbol have been subject to independent limited assurance

procedures by PricewaterhouseCoopers LLP (PwC) for the year ended 31 December 2024.

For PwC’s 2024 Limited Assurance Report and the WPPSustainability Reporting Criteria 2024,

see wpp.com/sustainabilityreport2024

OUR PERFORMANCE

Although challenging trading conditions weighed on our top-line

performance, we further improved our margin, cash conversion

and a number of other key performance indicators

WPP ANNUAL REPORT 2024 33

CHIEF EXECUTIVE’S

STATEMENT

the volume of quality content we are able to

produce for our clients, unlocking new levels

of sophistication and effectiveness in media

planning. All at the speed and scale enabled

by advanced AI models.

This creates huge potential for WPP, our

clients and our shareholders. As well

as enhanced creative output, AI promises

a step-change in efficiency and productivity,

allowing us to deliver more work with the

same resources, alongside better outcomes

for our clients.

To ensure we realise the opportunity of AI,

we have been building on the leadership

position we established a number of years

ago when we acquired Satalia, the cutting-

edge AI technology company, in 2021.

Acting as a hub for AI expertise across the

whole of WPP, Satalia has allowed us to build

and train state-of-the-art AI models for our

clients, and to develop the “Brains” that sit

behind our AI-powered marketing operating

system, WPP Open.

LEADING THROUGH WPP OPEN

Our investment in WPP Open has

differentiated us from our peers and means

we now offer clients the industry’s most

advanced end-to-end marketing platform.

It allows our teams to generate insights,

develop strategy, move seamlessly from

ideas to near-finished executions, test them

against synthetic audiences, plan and

activate campaigns, and manage commerce

channels through to the point of purchase.

In 2024 the advertising industry surpassed

$1 trillion in total revenue for the first time

in history, as brands continued to invest in

marketing services as a core component

of their wider strategies.

What we do is not simply important for

clients – it’s a prerequisite for business

success. They look to us to inspire their

customers, launch new products, manage

their reputations and grow their businesses.

At the same time, the marketing ecosystem

is becoming more complex, as channels,

platforms and technologies rapidly evolve

and proliferate.

So clients are also looking for partners who

can help them navigate this complexity, and

transform their marketing operations to keep

pace with change.

Each of these trends underscores the highly

valuable nature of our work, and the

opportunities ahead of us.

THE OPPORTUNITY OF AI

The biggest of those opportunities is

to be found in the application of artificial

intelligence to marketing.

Over the last 25 years, the internet has

transformed the business of marketing,

and driven our growth as a company.

At WPP, we believe that the impact of AI

will be equally – if not more – profound.

AI is touching every single aspect of how we

work: augmenting our creativity, increasing

These are just some of the capabilities

of WPP Open, and the reason 33,000 of our

people were using it each month by the end

of 2024 – a figure that continues to grow.

Client adoption is also growing, with major

brands including Google, IBM, L’Oréal, LVMH,

Nestlé and The Coca-Cola Company all

seeing the benefits.

WPP Open was central to our biggest

pitch successes in 2024, including Amazon,

Unilever and Johnson & Johnson, as it

becomes increasingly embedded at the

heart of our offer and ways of working.

Innovation in the world of AI is happening

at a dizzying pace, and to maintain our lead

we are increasing our annual investment

in WPP Open from £250 million in 2024

to £300 million in 2025.

Read more about WPP Open and

our investment in AI, data and technology

from page 18 of this report

WPP OPEN WAS CENTRAL

TO OUR BIGGEST PITCH

SUCCESSES IN 2024 AS IT

BECOMES INCREASINGLY

EMBEDDED AT THE HEART

OF OUR OFFER AND

WAYS OF WORKING”

MARK READ

CHIEF EXECUTIVE OFFICER

STRATEGIC REPORT

WPP ANNUAL REPORT 2024

STRONGER MARGIN AND CASH,

DESPITE TOP-LINE PRESSURE

It has also helped to make our operations

more efficient, contributing to a higher

headline operating margin, improved cash

conversion and a stronger balance sheet –

giving us greater flexibility for the year ahead.

We anticipate that the impact of our

structural actions on the top line will be

somewhat slower to come through, as

we continue to build a platform for stronger

growth in the future. It also takes time for

new business wins to translate into revenue.

Our top-line performance in 2024 was

impacted by the effect of historical client

assignment losses, challenging conditions

in China and weaker discretionary client

spending in the final quarter. Like-for-like

revenue less pass-through costs fell by

1.0% for the year.

In these uncertain times we remain cautious

on the macro environment. We expect 2025

to be a year of transition for GroupM as a

new leadership team implements its plans

and laps prior client losses. At the same time,

we anticipate a better year for our creative

agencies, and that our top-line performance

will improve in the second half of 2025.

We expect trading in China to continue to

be difficult in the first half of this year, with

some improvement later in 2025. The actions

taken by the new China management team

– including to address GroupM’s specific

challenges – will build on our leadership

position and strengthen our business over

the medium-term in what remains an

important market for WPP.

Read more about our financial performance

and outlook in the Chief Financial Officer’s

statement from page 62 of this report

Despite the disappointing end to 2024

and the challenging short-term outlook,

we continue to be confident in our

medium-term targets. We believe our

strategy – described in detail from page 16

– will produce stronger growth and greater

value for our shareholders.

INVESTING FOR THE LONG-TERM

During the dotcom boom, when people were

trying to figure out whether the internet was

an opportunity or a threat, and whether to

maintain or pull their investment, those who

stayed the course were those who came

out on top.

The same will apply in the marketing services

industry today. While we can already measure

the success of our AI investments in pitch

win rates, client adoption and employee

uptake, the ultimate yardstick will be

top-line growth.

I believe the decisions we are making now

will create the foundations for accelerated

growth, as we build a stronger WPP for

a very different future.

Another critical part of that process has been

the streamlining of our once highly complex

client-facing structure.

2024 marked the first year of operation of our

two newly created agencies: Burson, formed

from the merger of BCW and Hill & Knowlton;

and VML, which brought together VMLY&R

and Wunderman Thompson.

We also continued to simplify GroupM, our

largest business, through the consolidation

programme announced in 2023, and sold

FGS Global, delivering significant value for

our shareholders and further sharpening

our focus on our core business.

As a result of the changes we have made,

today we serve clients primarily through six

agency networks – AKQA, Burson, GroupM,

Hogarth, Ogilvy and VML – that represent

more than 90% of our revenue.

This simpler structure has enabled a stronger,

more integrated offer across our creative,

production, commerce and media

capabilities, supporting an improved new

business performance in the second half

of 2024, and good growth across our top

25 clients of 2.0% for the full year.

PRIORITIES FOR 2025

To achieve this, our priorities for 2025 are

to deliver on the promise of WPP Open,

to get GroupM in good shape for stronger

growth, and to win more pitches through our

increasingly integrated proposition to clients.

Our additional investment in WPP Open

is designed to keep it at the forefront of AI

in our industry, and as we deploy it across

the entire company we aim to increase usage

to every client-facing role in WPP.

In September we were delighted to welcome

Brian Lesser back to WPP as the new CEO of

GroupM. Brian was previously Chairman and

CEO of InfoSum, a leading marketing data

company, and prior to that he led the Xandr

advertising business at AT&T.

He spent 10 years at WPP, most recently as

CEO of GroupM North America, and was the

driving force behind the creation of Xaxis –

the agency world’s first programmatic

buying platform, and probably the first

technology-led proprietary media business.

Since rejoining us Brian has put in place a

new leadership team at GroupM, which is

implementing a comprehensive plan to

build on progress to date and improve the

competitiveness of our media offer globally,

with a particular focus on the US.

Leveraging the full benefit of AI, data and

technology at GroupM is key to closing the

growth gap with our best-performing peers;

further investment in WPP Open’s Media

Studio and in next-generation proprietary

media products will strengthen existing

client relationships and drive new business

performance.

Across the whole of WPP, pitches in 2024

with WPP Open at the heart had a higher

win rate, and in 2025 we aim to make sure

there are no pitches without it.

Technology – and AI in particular – is enabling

unprecedented levels of connection between

previously separate marketing disciplines,

allowing us to offer the truly integrated

solutions that clients increasingly expect.

Within this, creativity remains more

important than ever. Our creative and

production capabilities are market-leading

and often the decisive factor when clients

choose our offer ahead of our peers.

5WPP ANNUAL REPORT 2024

CHIEF EXECUTIVE’S STATEMENT STRATEGIC REPORT

CHIEF EXECUTIVE’S STATEMENT CONTINUED

SKILLS FOR TODAY, AND THE FUTURE

WPP is a people business, and it is vital that

we equip our employees with the skills they

need to succeed in a fast-changing world.

In 2024 we expanded the scope of our

Future Readiness Academies, our on-demand

training platform, adding modules such

as advanced AI training to help our people

build essential skills in areas like prompt

engineering and apply AI in practical,

real-world scenarios.

More than 30,000 people have completed

over 108,000 Future Readiness Academies

lessons, demonstrating the appetite for

learning, development and future-facing

skills within WPP.

In today’s connected ecosystem, we need

our people’s capabilities to span the full

range of technology partners and platforms.

In 2024 WPP employees earned more than

21,000 accreditations from technology

partners such as Adobe, Google, Meta,

Microsoft and TikTok.

One of the most important factors for career

and skills development is spending enough

time together with colleagues in person.

As well as making it easier to learn from one

other and mentor those starting out in their

careers, it also enables more effective

collaboration and stronger culture.

That’s why, from April this year, we are asking

most of our people to spend an average

of four days a week in the office, while

continuing to provide additional flexibility

for those who need it.

Developing emerging industry talent is

a top priority for WPP, and our Creative

Tech Apprenticeships are a great example

of how we do that. This nine-month paid

programme is designed to furnish participants

with next-generation skills in AI, creative

coding and virtual production.

Apprentices gain hands-on experience with

leading brands, and most go on to secure

roles with Hogarth, our global production

agency – providing a career path for them

and a pipeline of talent for WPP.

Read more on our people strategy

from page 42 of this report

OUTSTANDING WORK

Talent remains a vital ingredient of WPP’s

success, and the outstanding work our

clients have come to expect from us.

The creative excellence of our people

and what they do for our clients continued

to be recognised by the industry in 2024.

We were extremely proud when Unilever

was named Creative Marketer of the Year

at the Cannes Lions International Festival

of Creativity, due in part to our work for its

brands, and when The Coca-Cola Company,

whose global marketing partner is our

dedicated agency WPP Open X, won

Creative Brand of the Year for the first

time in its long history.

It was also wonderful to see Ogilvy pick

up Creative Network of the Year, while WPP

regained the title of Creative Company of

the Year and GroupM emerged as the leading

media group at the festival.

Another great showcase for the best in our

industry is the Super Bowl, which this year

once again featured many brilliant examples

of our agencies’ creative output, while

GroupM oversaw 20 different spots on

national media.

It’s another reminder of the visibility, cultural

impact and high-value nature of what we do.

Advertisers invest millions of dollars in these

moments, as they seek to stand out and

make a connection with consumers, and

they entrust their brands to us in the process.

Such relationships of trust with the world’s

leading brands are one of the hallmarks of

WPP. Our clients include four of the five most

valuable companies in the world (Amazon,

Apple, Google and Microsoft) and we partner

closely with the fifth (NVIDIA). And in 2024

our net promoter score among our biggest

global clients rose to a record high.

As we look ahead to the rest of 2025, we are

more determined than ever to deliver for

those who rely on our services. My thanks go

to our fantastic clients, and to all the talented

people at WPP behind the great work we do

for them.

Mark Read

Chief Executive Officer

28 March 2025

As brands seek partners to help them

transform their marketing models, we are

well placed to meet this demand, as we

are already seeing with our biggest clients.

In many ways providing marketing services

will become more like providing technology

services, with fewer partners, greater

standardisation and new commercial models.

And finally, our efforts will be underpinned

by more efficient operations and strict

capital allocation.

Taken together, these actions will position

us to deliver improved growth rates

alongside financial stability, against

a backdrop of continued economic

and geopolitical uncertainty.

CULTURE AND COMPLEXITY

In today’s complex world, a pressing

question for brands and organisations is

whether to engage on social issues in a more

contested public arena, and how to navigate

the expectations of different audiences with

competing views on sensitive topics.

With political events much has changed over

the last year. Some things, though, have not

changed. At WPP our aim has always been

to foster a culture of respect for one another

in which everyone feels they belong and

has the same opportunities to progress in

their careers.

We also believe a workforce that reflects

the world around us, and the consumers

our clients want to reach, helps us do the

best work and is good for business.

Like all companies with operations

in the United States, we are monitoring

developments and keeping any implications

for our business under ongoing review.

We will continue to meet legal requirements

in all our markets.

THE CREATIVE

EXCELLENCE OF OUR

PEOPLE AND WHAT THEY

DO FOR OUR CLIENTS

CONTINUED TO BE

RECOGNISED BY THE

INDUSTRY IN 2024”

STRATEGIC REPORT

WPP ANNUAL REPORT 2024

OUR WORK

In 2024 we delivered imaginative, impactful and

technology-driven campaigns for many of the

world’s leading brands

HELLMANN’S (UNILEVER): MAYO CAT

The cat on a mission to save human food

CERAVE (L’ORÉAL): MICHAEL CERAVE

Is actor Michael Cera really the brains behind CeraVe skincare?

OREO (MONDELĒZ): BLACKPINK IN YOUR OREO

When the world’s #1 cookie met the world’s #1 girl band

THE COCA-COLA COMPANY: COKE SOUNDZ

Uplifting the world through AI-powered sounds

UPS: A BETTER WAY TO DELIVER

Elevating ecommerce in support of small businesses

AMAZON WEB SERVICES: VANISHING EMAILS

Cutting back the carbon footprint of expired emails

7WPP ANNUAL REPORT 2024

STRATEGIC REPORT

WORKING AT WPP

Working at WPP means being part of a global

network of world-class agencies, where our

people can learn new skills, pursue fresh

opportunities and build exciting careers

See page 42

OUR VALUES

open

optimistic

extraordinary

LEARNING

108

000+

Future Readiness Academies

training sessions, including

advanced AI modules

RECOGNITION

a Financial Times

Best Employer

WORKPLACES

modern, inspiring

campuses across

the globe

ENGAGEMENT

000

responses to our All In

staff survey 2024

8 WPP ANNUAL REPORT 2024

INVESTMENT CASE

Our global scale, strong client relationships and leading

capabilities underpin our strategy to accelerate growth

and drive shareholder returns

GLOBAL REACH

AND SCALE

Our global network of world-class agencies

provides comprehensive geographic reach and

services across all areas of modern marketing

100+

countries in our

global network

ATTRACTIVE

AND GROWING

ADDRESSABLE

MARKETS

Ongoing client demand for integrated marketing

services is driven by an increasingly complex

ecosystem and new opportunities from

technology-led services, such as AI

6.9%

estimated compound annual

growth in global advertising

revenue 2023-2029

DEEP RELATIONSHIPS

WITH LEADING

BUSINESSES

Our clients are some of the world’s largest and

most successful companies, including around 300

of the Fortune Global 500. These relationships are

enduring, including multi-decade partnerships

with many of our biggest clients

8.1

out of 10 client

satisfaction score

(2023: 8.0)

LEADING THROUGH

AI, DATA AND

TECHNOLOGY

We invest in AI expertise, data capability and

cutting-edge technology through organic investment,

targeted acquisitions and strategic partnerships with

world-leading technology companies, to meet client

needs and drive our growth

£250m

investment in AI, data and

technology in 2024, rising

to £300m in 2025

FINANCIAL

STRENGTH WITH

INVESTMENT GRADE

BALANCE SHEET

Our business is cyclical but our cost base is flexible,

allowing maintenance of strong profitability and

cash generation across the cycle. We combine this

with a disciplined approach to capital allocation,

enabling us to reinvest in the business, acquire new

companies and talent, and reward shareholders

£4.6bn

returned to shareholders

since 2018

WORLD-LEADING

TALENT, AMBITIOUS

FOR THE FUTURE

We attract and retain world-leading talent,

develop our people’s skills in all areas of marketing

and augment their creativity with our leading AI

capabilities, helping us deliver transformative

work for our clients

108

000

people across

the globe

GroupM, This Year Next Year: 2024 Global End of Year Forecast, December 2024

WPP ANNUAL REPORT 2024 9

STRATEGIC REPORT

2024 REVENUE BY REGION

North America 38%

United Kingdom 15%

Western Continental

Europe 20%

Rest of World (CEE,

LA, AME, AP) 27%

WHERE WE OPERATE

WPP agencies operate in more than 100 countries,

providing global reach and scale

Our top 10 markets

Revenue People

USA 35 19,000

UK 15 12,000

Germany 7 7,000

Greater China

5 7,000

India 4 11,000

Brazil 2 6,000

Australia 2 2,000

Canada 2 2,000

France 2 2,000

Italy 2 2,000

Including Hong Kong and Taiwan

LATIN AMERICA

NORTH AMERICA UNITED KINGDOM

PEOPLE

21,000

PEOPLE

12,000

CENTRAL &

EASTERN EUROPE

REVENUE

£0.3bn

PEOPLE

4,000

REVENUE

£5.5bn

REVENUE

£2.2bn

WESTERN

CONTINENTAL EUROPE

PEOPLE

22,000

REVENUE

£3.0bn

REVENUE

£2.6bn

PEOPLE

30,000

REVENUE

£0.7bn

PEOPLE

14,000

PEOPLE

5,000

REVENUE

£0.4bn

AFRICA & MIDDLE EAST ASIA PACIFIC

WPP ANNUAL REPORT 202410

STRATEGIC REPORT

% OF REVENUE LESS PASS-THROUGH

COSTS, 2024

% OF REVENUE LESS PASS-THROUGH

COSTS, 2024

Global integrated

agencies 83%

Public relations

agencies 9%

Specialist agencies 8%

OUR AGENCIES

Over the last few years we have simplified our structure to meet

the needs of our clients and drive growth. We now operate

primarily through six key agency network brands

GLOBAL INTEGRATED AGENCIES

Our creative agencies bring brands and

products to life through advertising

campaigns, experiences, ecommerce

strategies and platforms, technology

services such as CRM implementation,

and more.

Our media agencies connect brands with

consumers – planning, buying and activating

the distribution of creative content across

the full range of media channels, including

digital display, search, social, TV, print

and billboards.

WPP is home to exceptional creative, media,

public relations and specialist agencies

PUBLIC RELATIONS AGENCIES

Our PR firms help clients communicate with

their stakeholders, build their reputation and

manage risk.

SPECIALIST AGENCIES

Our specialist agencies provide tailored

services, including branding and design.

Read about the performance of our agencies

in the Financial Review on page 68

leading networks, representing

92% of WPP

CREATIVE MEDIA PR

The world’s largest

creative agency

An iconic global

creative agency

An award-winning

ideas and innovation

agency

The world’s largest

production agency

A world-leading media

investment business

A top 2 global PR firm

26,000 14,000 5,000 7,000 40,000 6,000

55 markets 87 markets 30 markets 27 markets 88 markets 43 markets

We are also home to a number

of specialist agency brands

1,000 700 1,300

KEY Employees

Pro forma for the sale of FGS Global

Formed in January 2024 from the merger

of Wunderman Thompson and VMLY&R

GroupM includes the agencies Mindshare,

EssenceMediacom, Wavemaker and other

agencies not listed here

Formed in June 2024 from the merger

of BCW and Hill & Knowlton

WPP ANNUAL REPORT 2024 11

STRATEGIC REPORT

OUR OFFER

OUR BUSINESS MODEL

WPP is the creative transformation company

WHAT

WE DO

WHAT SETS

US APART

We provide marketing services that

help brands grow and transform

their businesses

Our work spans the full marketing

spectrum, from the creation

and production of advertising

campaigns, social media

management and influencer

marketing to commerce solutions,

app development, CRM

implementation and more

Our simple, integrated solutions

connecting our creative, production,

commerce, media, PR and specialist

services, based on our core

strengths: leading AI, data and

technology capabilities, deep

relationships with major clients,

global scale and reach,

market-leading agency brands

and award-winning creative talent

CREATIVE MEDIA PR SPECIALIST

OUR OFFER

Create scalable ideas and

experiences that bring to life

brands and their relationships

with customers

Connect brands to consumers

across the full range of media

channels and platforms

Manage reputation

and communication

with key stakeholders

Branding, design and

other specialist services

OUR SERVICES

INCLUDE

– Brand experience

– Commerce

– Customer experience

– Marketing strategy

– Production

– Technology

implementation, eg CRM

– Commerce media

– Consulting

– Data analytics and insight

– Media activation

– Media planning and buying

– Media strategy

– Media relations

– Public affairs

– Reputation, risk and

crisis management

– Social media management

– Strategic advice

– Brand consulting

– Brand identity

– Corporate and brand

publications

– Events management

– Product launches

– Sonic branding

OUR OFFER

IN ACTION

CAN'T B BROKEN

Beyoncé tries (and fails) to

break Verizon's network

EVERY JOURNEY

MATTERS

Celebrating 25 years

of Transport for London

THE BEST A MAN

CAN GET

Bringing Gillette's iconic

branding to a new generation

WOMEN BAYER

Creating a brand that

illuminates women’s health

12 WPP ANNUAL REPORT 2024

STRATEGIC REPORT

OUR OPERATING MODEL

Our clients are at the heart of our

business. Our agency networks

provide leading talent and capabilities,

increasingly delivered through WPP

Open, to help us retain and attract

clients, improve our cash generation,

and reinvest in the business for the

benefit of all our stakeholders

Our client portfolio is highly diversified and covers

over 100 markets and every business sector

OUR CLIENTS Page 24

WPP OPEN

WPP Open, our AI-powered

marketing operating system,

brings together all WPP

agency services into one

integrated, end-to-end

workflow for clients.

This flexible, customisable

system is tailored to

individual client goals,

and was central to our

biggest pitch successes

in 2024

Page 22

OUR FINANCIAL MODEL

Our profit and cash

generation has historically

been strong, reflecting our

diverse revenue streams

and flexible cost base.

We have a disciplined

approach to capital

allocation; our priority

is to invest in our business

with a focus on WPP Open,

AI and data, to enhance

our offer and win and retain

client assignments

Page 64

AI, DATA & TECHNOLOGY

We possess leading

marketing capabilities,

increasingly delivered

through WPP Open.

Choreograph, our data

company, leverages

proprietary, licensed,

public and client data;

Satalia, our advanced AI

technology company,

acts as a hub of AI expertise

for all WPP agencies; and

our strategic partnerships

provide access to cutting-

edge technologies

Page 18

OUR OFFER

Thanks to our simpler

structure, we have a

stronger, more integrated

offer across our creative,

production, commerce,

media, PR and specialist

capabilities

Page 28

HOW WE WORK

We leverage our global

scale to deliver efficiencies

across the organisation.

Our Global Delivery

Centres provide worldwide

capabilities from a central

hub, including cloud

modernisation and product

engineering, and we drive

efficiencies in our back office

functions by optimising

finance shared services

and deploying modern

enterprise resource

platforms

Page 32

OUR

CLIENTS

13WPP ANNUAL REPORT 2024

OUR BUSINESS MODEL STRATEGIC REPORT

MARKET ENVIRONMENT

The ad industry surpassed, for the first

time, $1 trillion total revenue in 2024

In December GroupM produced its estimates of

global advertising revenue, forecasting growth of

9.5% in 2024, building on the 8.4% achieved in 2023

Digital TV Other

71%

of total ad spend

12.4%

growth in 2024

16%

of total ad spend

3.3%

growth in 2024

13%

of total ad spend

2.2%

growth in 2024

Digital advertising channels such as

search, retail media and social media

help advertisers better measure campaign

effectiveness, for example by linking

media impressions with product sales.

Pureplay digital advertising revenue

surged 12.4% in 2024 to $740 billion.

Within this, search on platforms including

Google, Bing and Naver grew 7.8%; global

retail media (for example retailers using

their website to sell advertising space)

increased 18.2%; and other categories,

including social media and online video

platforms such as TikTok and YouTube,

grew 12.9%.

TV remains one of the most effective

forms of advertising, driving more than

half of total advertising payback in a UK

study.

Global TV ad spend increased

3.3% in 2024, reversing the 1.1% decline

in 2023. Three-quarters of TV spend is on

linear channels (for example ITV in the UK)

and the rest is on streaming services such

as Netflix. Linear TV declined 1% in 2024,

partly driven by audiences continuing to

switch to streaming services, which

grew 20%.

In the ‘other’ category, outdoor

advertising continued to maintain its share

of the global advertising industry at around

5% in the face of tough competition from

digital channels. Global audio revenue

(terrestrial radio, streaming music and

podcasts) remained broadly stable

year-on-year. Global total print advertising

revenue declined 4.5% as traditional print

magazine publishers continued to face

subscriber declines. Cinema advertising

grew 5.2% in 2024, to $2.2 billion.

Countries

During 2024 the industry saw continued growth in its major ad markets. The US, the

largest market, grew by 9%, driven by digital channels such as retail media and search.

China, the second-largest market, grew by 14%, led by digital channels linked to sales

conversions. Growth in the UK, the third-biggest market, remained strong at 8.3%,

driven by digital advertising channels including search, retail media and other digital

media. In the other major markets, Brazil, Canada, France and India achieved double-

digit growth, while Australia, Germany and Japan delivered more modest growth,

reflecting macroeconomic pressures.

GroupM, This Year Next Year: 2024 Global End of Year Forecast. All figures exclude US political advertising

Pureplay digital excludes the digital extensions of traditional advertising, such as streaming TV, digital out-of-home and digital newspaper and magazine revenue

A study by GroupM, Ebiquity and Gain Theory analysed 141 brands covering $2.3 billion of media spend

2024 GLOBAL MEDIA MARKET SHARE

BY COUNTRY

2024 GLOBAL MEDIA MARKET SHARE

BY COUNTRY

US 37%

China 19%

UK 5%

Japan 5%

Germany 4%

France 3%

Brazil 2%

India 2%

Canada 2%

Australia 2%

Others 19%

14 WPP ANNUAL REPORT 2024

STRATEGIC REPORT

ADVERTISING TRENDS COMMENTARY

Growing importance of

digital advertising

Pureplay digital advertising is expected to

further consolidate its leading position and

grow to 77% of total advertising by 2029,

from 71% in 2024

77%

share of digital in ad spend by 2029

(2024: 71%)

Navigating increasing

complexity

Marketers are reliant on the largest tech and

media platforms to reach their audiences

and communicate with consumers.

Navigating technical requirements, data

compliance regulation, and the pace of

AI innovation and globalisation on these

platforms adds to complexity for brands

61%

of global shoppers want seamless

communication across sales

channels, with their journey

and data following them

(2023: 56%)

Balancing short-term

performance with

long-term brand building

The ease of basic performance (eg sales-

driven) marketing on large digital platforms,

alongside AI automation, makes distinctive

brand building more crucial than ever and

reaffirms brand differentiation as a source

of competitive advantage

63%

of consumers want to get from

inspiration to purchase as quickly

as possible

Building trust and

authenticity

"Brands need to consider the potential impact

of AI on their brand reputation and consumer

relationships, with a thoughtful and measured

approach to adoption." Stephan Pretorius,

Chief Technology Officer, WPP³

78%

of consumers want brands to be fully

transparent when they use AI

Harnessing AI

AI is a multiplier of technology and creativity,

and brands that lean towards more AI are

likely to be best positioned over the long

term to capitalise on its effects

Clients using WPP Open, our AI-powered

operating system, include:

GroupM, This Year Next Year: 2024 Global End of Year Forecast

VML, The Future Shopper Report, 2024

wpp.com: The Brand AI Opportunity: Building Trust in the Age of Intelligent Marketing

wpp.com: Are Marketers Prepared for the Oncoming World of AI Regulation?

Our clients face an increasingly

complex marketing environment.

Digital advertising is consolidating

around a relatively small number

of global platforms, and while

technological advances are making

marketing more efficient (through AI

THE ADVERTISING INDUSTRY

IS HURTLING THROUGH

A RAPID EVOLUTION

BROUGHT ON BY THE

PERVASIVE USE OF AI

AND AN ONGOING SHIFT

TO DIGITAL CHANNELS”

Kate Scott Dawkins

President, Business Intelligence, GroupM

tools and automation), they are also

making it harder (through complexity

and the need for differentiation).

These challenges emphasise the

importance of marketing, and are

expected to remain a positive driver

of industry growth.

GLOBAL AD MARKET GROWTH FORECAS

(%)

GLOBAL AD MARKET GROWTH FORECAST

(%)

0.000

2.375

4.750

7.125

9.500

0.000

2.375

4.750

7.125

9.500

0.000

2.375

4.750

7.125

9.500

2025 2026 2027 2028 20292024

2024

9.5

7.7

6.3

6.0

6.3

5.9

15WPP ANNUAL REPORT 2024

MARKET ENVIRONMENT STRATEGIC REPORT

STRATEGIC GOALS STRATEGIC PROGRESS FIND OUT MORE

Lead through

AI, data and

technology

Capitalise on our AI leadership

position, built on: the acquisition of

Satalia in 2021; organic investment in

AI, client-facing technology and data;

and deep strategic technology

partnerships

INVESTMENT IN AI AND WPP OPEN – WPP Open monthly active users rose to 33,000 in 2024,

as it became embedded in our daily workflows

– WPP Open helped us win a number of 2024’s biggest

account reviews, including Amazon and Unilever,

and was critical to our success in many others

– In 2025, we aim to increase our annual investment

in WPP Open from £250 million to £300 million to keep

it at the forefront of AI and further deploy it across the

business and our clients

See page 18

Accelerate growth

through the power

of creative

transformation

Expand our client relationships by

further leveraging WPP’s integrated

offer in creative, production,

commerce, media, PR and specialist

communications, and capabilities in

fast-growth areas such as influencer

marketing and retail media, to

capture share in a growing market

SUCCESS AT CANNES LIONS – At the 2024 Cannes Lions International Festival of Creativity,

WPP was named Creative Company of the Year, Ogilvy

was Network of the Year and GroupM was the leading

media group

– Our clients The Coca-Cola Company and Unilever were

Brand and Marketer of the Year respectively

– In 2025, we will continue to drive transformation

for our clients, with an increasingly integrated offer

across creative, production, commerce and media

See page 24

Build world-class,

market-leading

brands

Realise the opportunities from VML,

as the world’s largest integrated

creative agency, and GroupM, as a

global leader in media investment, and

establish Burson as a leading global

strategic communications agency

NEW CLIENT ASSIGNMENTS – VML played a key role in client assignment wins and

retentions including AstraZeneca, Colgate-Palmolive

and the US Marine Corps

– At GroupM, new leadership and a simpler go-to-market

approach helped secure new assignments including

Amazon, Johnson & Johnson, Kimberly-Clark, Nestlé

and Unilever

– Burson delivered new client assignment wins with

eBay, Google, Levi’s and Novo Nordisk

– In 2025 we aim to strengthen our offer in: our largest

market, the US; our biggest business, GroupM;

and one of our fastest growth areas, commerce

See page 30

Execute efficiently

to drive strong

financial returns

Deliver annual structural net cost

savings of around £125 million by 2025

from the mergers to create VML and

Burson, and from the simplification

of GroupM. Plus circa £175 million of

gross savings, over the medium-term,

from efficiency savings in back office

functions and more efficient delivery

of services to clients

£85m

of structural cost savings delivered

in 2024, ahead of plan

– £85 million of cost savings in 2024 relating to the mergers

to create VML and Burson, and the simplification of GroupM

– Back office savings across enterprise IT, finance,

procurement and real estate by driving further automation

and efficiencies in the work we do

– Seven new modern, cost-efficient campuses opened in

2024, taking the total to 47

– In 2025, we aim to increase our operational efficiency

and optimise our investment allocation

See page 32

Underpinned by a

disciplined approach

to capital allocation

Continued organic investment,

a progressive dividend policy and

a disciplined approach to M&A,

supported by a strong balance sheet

and an investment grade credit rating

39.4p

dividend per share

(2023: 39.4p)

– Continued to invest in developing our talent

and augmenting their marketing skills with

AI-driven technology

– Dividend per share of 39.4p, stable on 2023

– Sold FGS Global, realising significant value

creation, with proceeds used to reduce debt

and strengthen our balance sheet

See page 63

OUR STRATEG Y

Innovating to Lead: delivering accelerated

growth over the medium-term

Our strategy aims to capture the

opportunities offered by AI, maximise

the potential of creative transformation

and deliver faster growth, higher margins

and improved cash generation.

STRATEGIC REPORT

WPP ANNUAL REPORT 2024

STRATEGIC GOALS STRATEGIC PROGRESS FIND OUT MORE

Lead through

AI, data and

technology

Capitalise on our AI leadership

position, built on: the acquisition of

Satalia in 2021; organic investment in

AI, client-facing technology and data;

and deep strategic technology

partnerships

INVESTMENT IN AI AND WPP OPEN – WPP Open monthly active users rose to 33,000 in 2024,

as it became embedded in our daily workflows

– WPP Open helped us win a number of 2024’s biggest

account reviews, including Amazon and Unilever,

and was critical to our success in many others

– In 2025, we aim to increase our annual investment

in WPP Open from £250 million to £300 million to keep

it at the forefront of AI and further deploy it across the

business and our clients

See page 18

Accelerate growth

through the power

of creative

transformation

Expand our client relationships by

further leveraging WPP’s integrated

offer in creative, production,

commerce, media, PR and specialist

communications, and capabilities in

fast-growth areas such as influencer

marketing and retail media, to

capture share in a growing market

SUCCESS AT CANNES LIONS – At the 2024 Cannes Lions International Festival of Creativity,

WPP was named Creative Company of the Year, Ogilvy

was Network of the Year and GroupM was the leading

media group

– Our clients The Coca-Cola Company and Unilever were

Brand and Marketer of the Year respectively

– In 2025, we will continue to drive transformation

for our clients, with an increasingly integrated offer

across creative, production, commerce and media

See page 24

Build world-class,

market-leading

brands

Realise the opportunities from VML,

as the world’s largest integrated

creative agency, and GroupM, as a

global leader in media investment, and

establish Burson as a leading global

strategic communications agency

NEW CLIENT ASSIGNMENTS – VML played a key role in client assignment wins and

retentions including AstraZeneca, Colgate-Palmolive

and the US Marine Corps

– At GroupM, new leadership and a simpler go-to-market

approach helped secure new assignments including

Amazon, Johnson & Johnson, Kimberly-Clark, Nestlé

and Unilever

– Burson delivered new client assignment wins with

eBay, Google, Levi’s and Novo Nordisk

– In 2025 we aim to strengthen our offer in: our largest

market, the US; our biggest business, GroupM;

and one of our fastest growth areas, commerce

See page 30

Execute efficiently

to drive strong

financial returns

Deliver annual structural net cost

savings of around £125 million by 2025

from the mergers to create VML and

Burson, and from the simplification

of GroupM. Plus circa £175 million of

gross savings, over the medium-term,

from efficiency savings in back office

functions and more efficient delivery

of services to clients

£85m

of structural cost savings delivered

in 2024, ahead of plan

– £85 million of cost savings in 2024 relating to the mergers

to create VML and Burson, and the simplification of GroupM

– Back office savings across enterprise IT, finance,

procurement and real estate by driving further automation

and efficiencies in the work we do

– Seven new modern, cost-efficient campuses opened in

2024, taking the total to 47

– In 2025, we aim to increase our operational efficiency

and optimise our investment allocation

See page 32

Underpinned by a

disciplined approach

to capital allocation

Continued organic investment,

a progressive dividend policy and

a disciplined approach to M&A,

supported by a strong balance sheet

and an investment grade credit rating

39.4p

dividend per share

(2023: 39.4p)

– Continued to invest in developing our talent

and augmenting their marketing skills with

AI-driven technology

– Dividend per share of 39.4p, stable on 2023

– Sold FGS Global, realising significant value

creation, with proceeds used to reduce debt

and strengthen our balance sheet

See page 63

17WPP ANNUAL REPORT 2024

OUR STRATEGY STRATEGIC REPORT

LEAD THROUGH AI, DATA

A ND T E C HNOLOGY

The pillars of our AI, data and technology strategy

Underpinning everything is a robust data

infrastructure driven by proprietary AI models

we call Brains™, developed through our

in-house expertise and strategic partnerships.

For example, Canvas, a new user interface

within WPP Open's Creative Studio, is

empowering teams to leverage data insights

and WPP's knowledge to generate effective

campaign ideas. This includes strategies to

overcome audience barriers identified by

our Audience Brain™, which can then be

instantly visualised for clients as storyboards

and finished work.

We are seeing growing adoption of WPP

Open by clients, with brands using the

platform including Google, IBM, L'Oréal,

LVMH, Nestlé and The Coca-Cola Company.

In particular, clients are seeing significant

value in using WPP Open to streamline how

they work with WPP, using the workflow

elements to standardise processes.

AI is already driving a new era of creativity,

commerce, marketing and media, as brands

increasingly recognise its ability to unlock

creative possibilities, anticipate consumer

needs and tastes with remarkable accuracy,

and deliver impactful experiences at scale

and speed.

We believe that AI will be the single most

transformational innovation in our industry

since the internet. That's why AI tools are

already seamlessly integrated into our daily

workflow, constantly prompting us to think

differently and engage with information in

new ways.

Our AI, data and technology strategy

focuses on five key pillars: operating system

(WPP Open), skills development, data,

partnerships and investment. Together these

are driving rapid change across WPP and our

clients' businesses.

We believe that AI will augment not replace

human creativity, and this principle is

brought to life in WPP Open, our intelligent

marketing operating system. Built on WPP IP

and owned technology, and strengthened

by strategic partnerships with leading

technology firms, WPP Open helps us elevate

brand experiences, push the boundaries of

creativity and drive measurable growth for

our clients. It helps clients manage marketing

activities across countries, product lines and

people, while empowering client teams to

deliver better work, drive more efficient

operations and scale ways of working.

We've built specialised AI-powered studios

within WPP Open, each managed by experts

across various disciplines. These studios

power collaborative workspaces that mirror

real-world marketing workflows, enabling

teams to work smarter and faster.

INVESTMENT

£250m

in AI, data and

technology in 2024

OPERATING

SYSTEM

DATA

SKILLS

"WE ARE PUTTING

AI AT THE HEART OF OUR

OPERATIONS AND OUR

WORK FOR CLIENTS"

Mark Read

WPP CEO

VISION

We offer a leading combination of deep

capabilities and partnerships with the world's

most influential tech companies

PARTNERSHIPS

18 WPP ANNUAL REPORT 2024

STRATEGIC REPORT OUR STRATEGY

SKILLS DEVELOPMENT

We dedicate considerable time and resources

to providing our people – including emerging

talent – with the skills they need to excel in AI.

In 2021 we acquired Satalia, an advanced

AI technology company that acts as a hub

of AI expertise for all WPP agencies. Satalia

allows us to build and train sophisticated

AI models for our clients, helping them

understand their marketing audiences better,

elevate creative ideas, produce content at

scale, and optimise it across channels.

Our on-demand, online training platform

Future Readiness Academies expanded in

2024 to include modules such as advanced

AI training, focused on building essential

skills in prompt engineering and practical

AI applications. To date, more than 30,000

learners have completed over 108,000 Future

Readiness Academy lessons.

Throughout 2024, our people earned more

than 21,000 accreditations and certifications

(2023: 34,000+) from leading technology

partners including Adobe, Google, Meta,

Microsoft and TikTok, helping to equip them

with future-ready skills.

DATA

WPP’s data company, Choreograph, handles

billions of data points across proprietary

WPP data assets, data licensed from third

parties, public data and client data. We

believe that our clients own their consumer,

content and campaign data. Our role is to

connect this client data with our own and

public data to create new knowledge about

consumers and to deliver new solutions.

We have well-established and robust

governance in place for data privacy, and

Choreograph was specifically designed to

help clients get more out of their data while

taking an ethical approach.

WPP Open's Media Studio provides an

end-to-end workflow solution accessing

GroupM’s scale and Choreograph’s global

data and technology. Media Studio enables

intelligent activation across more than

73 markets, creating the most connectivity

between owned, partner and client datasets

in the media marketplace. We are able to

further contextualise and enrich that data

graph with data we generate from planning,

optimisation and campaigns across GroupM.

In 2024 Media Studio continued its roll-out

to clients and was central to our successful

pitch at Amazon.

Watch the video to learn

more about WPP Open

IT'S WHAT'S INSIDE

– THE GAME

CLIENT:

NETFLIX

AGENCY:

AKQA

Bringing a sci-fi body-swapping

machine into the real world

Scan the

QR code

19WPP ANNUAL REPORT 2024

LEAD THROUGH AI, DATA AND TECHNOLOGY OUR STRATEGY STRATEGIC REPORT

EMPOWERING CLIENTS THROUGH AI

We continue to lead the way in demonstrating the power of AI technology to build

more relevant and personalised experiences for our clients and their customers.

LEAD THROUGH AI, DATA AND TECHNOLOGY CONTINUED

STRATEGIC PARTNERSHIPS

WPP's strategic partnerships remain a

cornerstone of our AI strategy, providing

preferential access to new models and

technologies. In 2024 we reviewed our

partnership programme, expanding the

scope of some existing partnerships,

adding a number of new relationships

and exiting others, to help us deliver our

strategic priorities of product development,

preferential access to data and technology,

skills development and joint go-to-market

approaches. We now have strategic

partnerships with over 25 of the world's

leading technology companies, helping us

enrich WPP Open with powerful capabilities

to benefit both our teams and clients.

AI INNOVATION WITH GOOGLE

AND ANTHROPIC

In 2024 we received access to partner AI

models that we have integrated into WPP

Open to power solutions and transform

workflows. We integrated Anthropic's

Claude foundational models via Amazon

Bedrock, as well as Google's generative

AI suite, including priority access to Google’s

latest text-to-image model, Imagen 3,

and first text-to-video model, Veo.

3D PRODUCTION WITH NVIDIA

We unveiled the next phase of our partnership

with NVIDIA: using new NVIDIA NIM

microservices and Shutterstock’s 3D asset

library to create brand-compliant generative

3D landscapes and worlds. The Coca-Cola

Company will be one of the first clients to

begin scaling the opportunities of generative

3D globally. We have also been working with

Ford to build physically accurate, real-time

digital twins of its vehicles to create car

configurators that customers can explore

and adapt according to their needs.

IMMERSIVE PLATFORM ABILITIES

WITH ROBLOX

A new partnership with Roblox will focus

on establishing industry standards for

immersive platforms. This includes the

development of a joint advisory council

to build 3D measurement standards and

a first-of-its-kind certification programme,

designed to enhance marketers' expertise

within the Roblox ecosystem.

THE YEAR AHEAD:

DANIEL HULME, WPP

CHIEF AI OFFICER AND

CEO OF SATALIA

AI's dominance of the technology

landscape will only intensify in 2025.

This isn't simply a prediction; it's the

inevitable consequence of a technology

rapidly weaving itself into the fabric

of our lives, from personalised

recommendations to groundbreaking

scientific discoveries. But the true

measure of AI's success won't be in

headlines or viral sensations, it will be

in its quiet integration into the everyday

operations of businesses worldwide.

True value emerges when AI becomes

seamlessly embedded within core

business processes at scale. This

requires more than just deploying

algorithms; it demands a strategic

overhaul of data infrastructure, a

commitment to upskilling talent and a

cultural shift towards experimentation

and agile adaptation.

Imagine AI agents autonomously

shifting budget from underperforming

ads on one social platform to a surging

campaign on another channel, boosting

conversions. Picture AI autonomously

generating personalised running shoe

ads after a user visits a marathon

website. This isn't science fiction;

it's the near-future reality we're

actively building.

The future of AI is brimming with

potential, but its ultimate success

hinges on our collective ability to shape

its trajectory responsibly, ensuring its

transformative power benefits business

and society.

Extract from an article first published

in Campaign magazine.

COKE SOUNDZ

CLIENT:

THE COCA-COLA COMPANY

AGENCY:

WPP OPEN X, LED BY AKQA

Uplifting the world through Coca-Cola’s

AI-powered sounds

BOURNVITA D FOR DREAMS

CLIENT:

BOURNVITA (MONDELĒZ)

AGENCY:

OGILVY & WAVEMAKER (GROUPM)

Personalised AI cricket training for

children from legend Rahul Dravid

20 WPP ANNUAL REPORT 2024

STRATEGIC REPORT OUR STRATEGY

MUSIC AND ENTERTAINMENT CULTURE

WITH UNIVERSAL MUSIC GROUP

An industry-first partnership with Universal

Music Group will bring together Universal’s

unparalleled family of artists and labels, and

its global data and insights team, with WPP’s

creative scale and extensive client network,

to provide brands with new opportunities

to connect with audiences through music.

INVESTMENT

We believe that AI is fundamentally changing

our industry and the way we work, which is

why we invested £250 million in AI-driven

technology in 2024, and are increasing our

investment to £300 million in 2025. In 2024

we continued to invest in WPP Open,

developing new functionality and integrating

new AI models. As a result, we are seeing

growing adoption and usage across WPP

and by our clients.

In April 2024 we launched our upgraded

Performance Brain™ at Google Cloud Next,

allowing us to predict creative effectiveness

before the first media impression is served,

and allowing clients to improve the ROI on

their media and creative investments.

We also launched a new iOS and Android

companion app for WPP Open, providing

mobile access to key functionalities for all

our teams. And within Creative Studio we

launched Canvas, a new natural language

user interface, which provides an intuitive

platform for a variety of use cases, linking

AI-powered ideation to creative workflow.

In June we launched Production Studio

within WPP Open, an AI-enabled, end-to-end

production application developed using

NVIDIA Omniverse™, which streamlines and

automates the creation of text, images and

video, transforming multimedia content

creation for advertisers and marketers.

TOP ADOBE SERVICES

PROVIDER

The Forrester Wave™ Adobe Services

Q3 report listed WPP among the most

significant Adobe service providers

in the market, with the highest scores

possible in the Adobe Commerce,

Adobe B2B Automation and Adobe

Customer Data Management criteria.

AI ETHICS

We recognise that the fast pace of AI

innovation brings with it ethical challenges,

which is why we are dedicated to employing

systems that align with fundamental

principles in the responsible development

and use of AI.

We fully support the need for industry

regulation that fosters responsible innovation

while mitigating potential risks, ensuring

that across the board, AI remains a force

for good. For more on our approach to

AI ethics, see page 57.

Priorities in 2025

Increase our annual investment

in WPP Open from £250 million

to £300 million to keep it at the

forefront of AI and further deploy it

across the business and our clients

PRODUCTION STUDIO

In June we launched

Production Studio within

WPP Open, transforming

the work we do for clients

by generating market-ready

quality assets at incredible

pace and scale.

Co-developed with Hogarth,

NVIDIA Omniverse™ and

OpenUSD, the dynamic

AI-powered system

streamlines and automates

the creation of text, images

and video. Using 3D digital

product twins, teams can

deliver hyper-realistic and

accurate content at

unprecedented volumes.

Content can be translated

into any language, tailored to

every audience and adapted

in real time with intelligent,

data-driven insights.

AI image generated by Production Studio

21WPP ANNUAL REPORT 2024

LEAD THROUGH AI, DATA AND TECHNOLOGY OUR STRATEGY STRATEGIC REPORT

WPP OPEN

IN ACTION

Our intelligent marketing

operating system,

The what:

flexible, customisable AI

marketing system tailored

to individual client goals

WPP Open enables the biggest global

brands to transform their processes,

drive efficiencies and accelerate

business growth through their

marketing activities

The how:

a centralised workspace

for marketing operations

WPP Open integrates teams, tasks

and information all in one place.

It offers clarity for team members

on expectations and deadlines, while

providing management with a clear

status overview. Its customisable

command centre view puts marketing,

KPIs and goals front and centre. WPP

Open provides real-time data and

strategic insights across every aspect

of marketing

22 WPP ANNUAL REPORT 2024

STRATEGIC REPORT OUR STRATEGY

The outcome:

engaging, interactive

consumer experiences

CAMPAIGN:

SNICKERS OWN GOAL NO-NOs

CLIENT:

MARS

AGENCY:

T&P

& ESSENCEMEDIACOM (GROUPM)

technology from ElevenLabs, Sync Labs and OpenAI,

Mars' Snickers Own Goal No-Nos uses a personalised

AI José Mourinho to humorously coach fans out of their

‘own goals’. By generating custom video responses for

fans' mistakes, the campaign leverages AI to create

unique, shareable content and engage fans in a new,

interactive way

Watch the video to learn

more about WPP Open

The difference:

seamlessly integrating third-party

technologies and data

WPP Open is the only truly open industry solution.

A secure sandbox equipped with the latest generative

AI technologies such as Anthropic’s Claude, Google

Gemini, Microsoft Azure OpenAI Services (including

models like ChatGPT and DALL-E), Stable Diffusion

and more, WPP Open speeds up tasks and delivers

proprietary, advanced and specialised AI models.

We're constantly adding new large language, image

and video models to give our people and clients the

ability to choose the best model for the task at hand

WPP OPEN IN ACTION

23WPP ANNUAL REPORT 2024

OUR STRATEGY STRATEGIC REPORT

ACCELERATE GROWTH THROUGH THE

POWER OF CREATIVE TRANSFORMATION

just advertising but in our media plans,

social campaigns, design work and public

relations advice, we help the world's largest

companies change how they market in a

fast-moving world and, ultimately, transform

their business.

BESPOKE CLIENT SERVICES

Our ability to deliver creative transformation

for our clients is based on a deep

understanding of their needs, and how

effectively we match our capabilities with

those needs.

At WPP, we combine leading creativity

with our global reach and scale, seamlessly

integrated approach and cutting-edge AI,

technology and data capabilities. The result

is creative transformation.

Creative transformation helps our clients

manage complexity. It helps them understand

influencers and capitalise on platforms

such as TikTok, deal with the proliferation

of new advertising opportunities on channels

such as Amazon and Netflix, and navigate the

polarisation we see in society. By applying

creativity to every area of our work, not

As clients transform their organisations,

embracing technology (especially AI)

and redefining operating models to help

generate sustained growth, they are looking

to WPP to help drive integration across

their marketing supply chains through our

bespoke solutions, world-class capabilities

and industry-leading technology.

Our top 50 clients are supported by our

Global Client Teams, each fronted by a

Global Client Leader focused solely on

client growth, the quality of work and

talent of the team.

THANKS FOR

COKE-CREATING

CLIENT:

THE COCA-COLA COMPANY

AGENCY:

WPP OPEN X, LED BY VML

Embracing local culture

and creativity through

iconic branding

CREATIVE TRANSFORMATION IN ACTION

WENDY’S

Over the past 12 years, we have helped take Wendy’s from

an old-fashioned fast food brand to the number two burger

restaurant chain in America. By creatively positioning

Wendy's as an innovative social-first brand, particularly

in the gaming community, we helped Wendy's achieve

its 14th consecutive year of positive sales growth in 2024.

MONDELĒZ

We started our creative transformation journey with Mondelēz

in 2019, with a focus on exceptional creativity and intelligence.

Key to our approach is meaningfully targeting the right person

at the right time through a powerful cross-section of data,

AI, tech and intelligent media placement through GroupM.

It’s a formula that helped Mondelēz move from the 19th most-

awarded creative brand in the world in 2022 to 9th in 2024.

Scan the

QR code

We use our skills, capabilities and integrated offer

to help our clients grow in a complex world

Most awarded campaign in

The Coca-Cola Company’s

history at Cannes Lions 2024

24 WPP ANNUAL REPORT 2024

STRATEGIC REPORT OUR STRATEGY

we are supporting Amazon in 26 markets

throughout Europe, the Middle East, Africa

and Asia-Pacific, helping to drive higher

consistency across Amazon’s media and

marketing globally.

WPP OPEN X FOR THE COCA-COLA

COMPANY

In 2021, WPP and The Coca-Cola Company

entered into a first-of-its-kind global agency

partnership bringing together creative,

media, social, PR, influencer marketing,

commerce, data and technology in one

interconnected marketing ecosystem, WPP

Open X. This innovative open-source model

unlocks access to the best talent, capabilities

and resources across WPP, helping The

Coca-Cola Company transform its marketing

and acting as a catalyst for growth.

In 2024, WPP Open X won a Cannes Lions

Grand Prix for The Coca-Cola Company's

Recycle Me, and Thank You for Coke-Creating

became the most awarded campaign in

The Coca-Cola Company’s history.

WPP OPENMIND FOR NESTLÉ

Nestlé announced WPP as its sole European

media agency in 2023, adding further global

markets in 2024. WPP OpenMind is a

custom-built agency model, harnessing

the best of WPP talent to deliver media

transformation for Nestlé. WPP OpenMind

brings together Nestlé's digital-first talent

with a focus on advanced data and analytics,

connected by a unified media process to

support its growth across markets.

Each team is custom-built around meeting

a client’s specific needs and challenges,

combining the right people, data, tools and

capabilities from across WPP, underpinned

by WPP Open, to accelerate growth. Our

Country Leaders, who cover the majority of

our larger markets, coordinate client services

geographically. For our multinational clients,

Country Leaders work with both Global

Client Leaders and local agencies to provide

services across WPP.

WPP Open brings together all WPP’s service

offerings, technology and data in one

integrated, end-to-end workflow for all our

clients' marketing activities. Many of our

biggest client wins have been due to the

advanced capabilities WPP Open offers,

with a range of top clients already on the

journey to using WPP Open at scale.

Read more about WPP Open on page 18

CUSTOM-MADE SOLUTIONS

We deliver services for our biggest clients

through integrated, custom-made solutions

that pull together cross-agency talent,

markets and capabilities into a single,

dedicated team.

WPP OPENDOOR FOR AMAZON

WPP was appointed Amazon’s media partner

in all markets globally outside the Americas

in September 2024. This significant win was

made possible by a cross-WPP offering built

specifically for Amazon: WPP OpenDoor.

Through a dedicated WPP OpenDoor team,

WPP OPEN PLAYED AN

IMPORTANT ROLE IN OUR

DECISION TO APPOINT

WPP AS OUR PARTNER

TO TRANSFORM THE WAY

WE DO MEDIA IN EUROPE.

IT ALLOWS US TO SCALE

A NEW OPERATING MODEL

AND BEST PRACTICE IN

A CONSISTENT WAY,

LEADING TO BETTER

INVESTMENT DECISIONS

AND BETTER RESULTS”

Aude Gandon

CMO, Nestlé

Scan the

QR code

CLIENT GROWTH

In 2024, revenue less pass-through costs for

our top ten clients grew by 2.8%, exceeding

the Group average of -1.0%. This growth

was driven by an expansion in scope for

many top clients across our core capabilities,

particularly media, as clients push for

consolidation and integration throughout

their marketing value chains. Our top ten

clients represent 20% of our revenue less

pass-through costs.

MICHAEL CERAVE

CLIENT:

CERAVE (L'ORÉAL)

AGENCY:

WPP ONEFLUENCE,

LED BY OGILVY PR

Is actor Michael Cera

really the brains behind

CeraVe skincare?

25WPP ANNUAL REPORT 2024

OUR STRATEGY STRATEGIC REPORTACCELERATE GROWTH THROUGH THE POWER OF CREATIVE TRANSFORMATION

IBM AND OGILVY

IBM and Ogilvy celebrated 30 years

of partnership in 2024. The relationship

shocked the industry when IBM

announced it was consolidating its

entire advertising account with Ogilvy

in 1994, by far the largest consolidation

of its kind at the time.

Since then, Ogilvy has produced iconic

campaigns for IBM including Solutions

for a Small Planet, Think and Let’s

Create. IBM made history in 2022,

becoming the first B2B brand to

be inducted into the Advertising

Hall of Fame.

ACCELERATE GROWTH THROUGH THE POWER

OF CREATIVE TRANSFORMATION CONTINUED

DELIVERING FOR OUR CLIENTS

Our strong integrated offer has driven

significant results both for our clients,

through industry recognition and business

growth, and for us, through enduring client

relationships, high client satisfaction scores

and new client wins and retentions.

INDUSTRY RECOGNITION FOR CLIENTS

We are always extremely proud when our

clients are recognised for creative excellence.

In June 2024, the Cannes Lions International

Festival of Creativity named Unilever

Creative Marketer of the Year, thanks in

part to work from WPP agencies on its

brands. And The Coca-Cola Company won

Creative Brand of the Year for Coca-Cola

for the first time in its history.

DEEP CLIENT RELATIONSHIPS

The strength of our offer is recognised by

the biggest brands in the world – we work

with four of the top five most valuable

companies (Microsoft, Apple, Google and

Amazon), while partnering with the fifth

(NVIDIA) on the development of their

content engine, NVIDIA Omniverse™.

Our integrated offer continues to drive

new partnerships with our biggest clients.

For Nestlé, for example, we deliver

comprehensive solutions encompassing

media, creative, brand strategy, production,

design and other specialised services.

Our relationship with Nestlé achieved

strong growth over 2024 through successful

pitching cycles, leading to incremental

media wins from our bespoke integrated

model for Nestlé, WPP OpenMind, across

the US, Southeast Asia, Australia and

New Zealand.

CLIENT SATISFACTION

In 2024 we achieved an all-time high score

of 8.1 out of 10 for likelihood to recommend

from clients. In addition, our client net

promoter score (NPS) grew by almost four

points to 31.4, with clients indicating that they

view us positively for building strong client

relationships, fuelling growth and mitigating

risk. The graph below shows the positive

change in NPS over a seven-year period.

Watch IBM and Ogilvy

celebrate 30 years of

innovative collaboration

IMPROVEMENT IN CLIENT NPS

2023 2024

2024

27.5

31.4

24.5

24.9

22.4

1.3

7.0

2020

2018

2019 2021 2022

CANNES LIONS 2024

160 Cannes Lions won:

1 Titanium

6 Grand Prix

27 Gold

43 Silver

83 Bronze

SUPER BOWL LIX

The Super Bowl has become

a powerful stage for brands,

where they can engage

millions of people in real time.

At the 2025 Super Bowl,

GroupM oversaw 20 national

media ad spots, while our

creative agencies were

behind campaigns that

included shedding light on

girls dropping out of sport

due to harmful body talk

for Dove, offering viewers a

‘potty-tunity’ before half-time

courtesy of Angel Soft toilet

paper, and revisiting the

iconic Katz's Deli sandwich

moment in When Harry Met

Sally for Hellmann’s.

26 WPP ANNUAL REPORT 2024

STRATEGIC REPORT OUR STRATEGY

Unilever, one of the world’s greatest

marketers, has had a relationship with

our agencies for more than a century –

J Walter Thompson ran the first national

campaign for Pond’s in 1886. In 2024,

following a competitive review of Unilever’s

media agency partners, we retained the

critical US and UK markets and won 13 new

markets in sub-Saharan Africa. As with many

recent client wins, WPP Open was key to

this success.

Such deep relationships help us push

creative boundaries and transform the way

we work with clients. For example, we have

been working with Ford since 1945. Instead

of a traditional media campaign to launch

the new all-electric European Ford Explorer

in summer 2024, Ford sent adventurer

influencer Lexie Alford to drive over

30,000km through 27 countries and across

six continents. She successfully set a new

world record as the first person to officially

circumnavigate the globe in an electric

vehicle, leading to over 1,800 items of press

coverage in 69 countries and strong Explorer

sales within the first week of launch.

BLACKPINK IN

YOUR OREO

CLIENT:

OREO (MONDELĒZ)

AGENCY:

WAVEMAKER (GROUPM)

Bringing together the world's #1

cookie with the world's #1 girl band

Scan the

QR code

CHARGE AROUND

THE GLOBE

CLIENT:

FORD

AGENCY:

BURSON

Global media relations

campaign for the all-electric

Ford Explorer and a record-

breaking challenge

Priorities in 2025

Drive transformation for our clients,

with an increasingly integrated

offer across creative, production,

commerce and media

27WPP ANNUAL REPORT 2024

OUR STRATEGY STRATEGIC REPORTACCELERATE GROWTH THROUGH THE POWER OF CREATIVE TRANSFORMATION

BUILD WORLD-CLASS BRANDS

We've created a simpler WPP, focused

on six major agency network brands

Over the past six years we’ve transformed

WPP into a simpler company, focused on

six leading agency network brands. These

networks now collectively provide a modern,

stronger and more integrated offer for

clients, based on streamlined, simplified

and effective ways of working.

THE WORLD’S LARGEST

CREATIVE AGENCY

PROGRESS IN 2024

Created from the merger of VMLY&R

and Wunderman Thompson in January

57 Cannes Lions, including one

Grand Prix

Recognised by Forrester as a Strong

Performer in Customer Experience

Strategy Consulting Services

Gerety Awards – Global Network

of the Year

Global Chief Creative Officer,

Debbi Vandeven, named the World's

Most Awarded Chief Creative Officer

by The Drum magazine

AN ICONIC GLOBAL

CREATIVE AGENCY

PROGRESS IN 2024

Acquired New Commercial Arts,

a leading UK-based creative and

customer experience agency

Cannes Lions – Global Network

of the Year

Ranked by The World Advertising

Research Center (WARC) as the World’s

Most Creative Agency Network for the

fourth year in a row, and Most Effective

Agency Network in the World for the

second consecutive year

Ad Age – Global Agency Network

of the Year

Campaign – Global Network

of the Year

Clio Awards – Global Network

of the Year

AN AWARD-WINNING IDEAS

AND INNOVATION AGENCY

PROGRESS IN 2024

Announced new global structure and

simpler operating model, leveraging

WPP Open to strengthen the business

Stephan Pretorius, CTO of WPP,

appointed interim Chair

22 Cannes Lions, including one

Grand Prix

Winner of the 2024 Fast Company

World Changing Ideas Award

Recognised in 11 different Most Loved

Workplace lists

STRATEGIC REPORT OUR STRATEGY

WPP ANNUAL REPORT 202428

THE WORLD’S LARGEST

PRODUCTION AGENCY

PROGRESS IN 2024

Launched Production Studio within

WPP Open, an AI-enabled, end-to-end

production application developed

using NVIDIA Omniverse™, to transform

content creation for advertisers

and marketers

See page 21

30 Cannes Lions, including

one Grand Prix

14 D&AD awards

10 Effie awards

A GLOBAL LEADER IN

MEDIA INVESTMENT

PROGRESS IN 2024

Brian Lesser appointed Global CEO in

July – a leading industry figure with a

track record of creating addressable

advertising products and technology

Launched Media Studio, a key

component of WPP Open, enabling

the automation of complex media

decisions for clients

Ranked as the industry’s leading

media group with 90 Lions at the

Cannes Lions Festival

Topped the WARC media rankings

for the seventh year in a row

A TOP 2 GLOBAL

PR FIRM

PROGRESS IN 2024

Created from the merger of BCW and

Hill & Knowlton in June

Refreshed the global senior leadership

team across key regions and functions

Launched a new AI tool, Decipher

Health, part of WPP Open, to predict

the impact of health communications

across six key areas

Buchanan Communications joined

Burson to strengthen its financial

communications offer

Brian Lesser

Global CEO

GroupM

OUR STRATEGY STRATEGIC REPORTBUILD WORLD-CLASS BRANDS

29WPP ANNUAL REPORT 2024

BUILD WORLD-CLASS BRANDS CONTINUED

Our agency brands deliver market-leading

solutions for their clients

assignment wins including AstraZeneca,

Colgate-Palmolive, Perrigo, Krispy Kreme

and Telefónica. VML also retained the

hugely significant ten-year US Marine Corps

recruitment brief. VML’s strong capabilities

in commerce were also a factor in media

wins at Amazon and Unilever.

Ogilvy, our multi-award-winning creative

agency, had another strong year of new

client assignments, including Canon, H&R

Block, Molson Coors and Kimberly-Clark.

Meanwhile AKQA continued to receive

widespread global recognition for creative

excellence and breakthrough work, achieving

the distinction of winning Agency of the

Year awards 83 times since it began.

Having experienced a number of client

assignment losses, including from Sky, L’Oréal,

Swatch and Dyson, GroupM began to regain

its momentum following the appointment

of new leadership, the implementation of

a simpler structure and the introduction of

Media Studio within WPP Open. We were

successful in two of the biggest media

pitches of the year – Amazon and Unilever.

Each of our major networks delivers

exceptional innovation and creativity,

driving new assignments from existing

and new clients to propel stronger and

more profitable growth, consistent with

our medium-term targets.

2024 marked the inaugural year of operation

for our two newly created agencies: Burson,

our global strategic communications agency

formed through the consolidation of BCW

and Hill & Knowlton; and VML, the world’s

largest integrated creative agency,

bringing together VMLY&R and Wunderman

Thompson. The completion of these mergers

has strategically aligned our brands for

continued progress, leveraging their

enhanced capabilities and global reach,

and attracting and retaining key talent.

NEW BUSINESS

After a challenging start to 2024 our new

business conversion improved over the

course of the year, leading to $4.5 billion of

net new business billings, unchanged from

2023. Over the course of 2024, the new

VML played a key role in high-profile client

We were appointed as Amazon’s media

partner in all markets globally outside the

Americas. Amazon will become a top five

WPP client, with opportunities for further

growth in other lines of business and

locations. And following a competitive

review of Unilever’s media agency partners,

we were proud to retain the critical US and

UK markets, adding the integrated shopper

marketing brief in the US.

Demonstrating the strength of our integrated

offer, Unilever additionally consolidated

creative and strategic duties for its global

beauty portfolio with WPP.

There were also important new media

assignments for Henkel, Honor, Johnson &

Johnson and Nestlé.

Burson continued to strengthen and broaden

its PR offer, delivering new client assignment

wins at eBay, Expedia, Google, Honor, Novo

Nordisk, Verizon and ViiV Healthcare.

MAYO CAT

CLIENT:

HELLMANN’S (UNILEVER)

AGENCY:

VML

The cat on a mission

to save human food

Scan the

QR code

30 WPP ANNUAL REPORT 2024

STRATEGIC REPORT OUR STRATEGY

KEY NEW CLIENT ASSIGNMENT WINS 2024

$4.5bn

net new business billings

(2023: $4.5bn)

Priorities in 2025

Strengthen our offer in: our largest

market, the US; our biggest

business, GroupM; and one of our

fastest growth areas, commerce

WPP Open – our AI-powered marketing operating system – was at

the heart of many of our largest new business successes in 2024,

as it supercharges our capabilities across creative, media, production,

commerce, PR and branding.

Media Creative

Media

Creative

Media

Creative

Commerce

Media/PR

Media

CRM

Creative

Media

Media/Creative

Influencer Marketing

Creative

Media/Creative

31WPP ANNUAL REPORT 2024

OUR STRATEGY STRATEGIC REPORTBUILD WORLD-CLASS BRANDS

EXECUTE EFFICIENTLY TO DRIVE

STRONG FINANCIAL RETURNS

We are focusing on simplification,

integration and consolidation

STRUCTURAL SAVINGS

£85m

savings in 2024

The restructuring of our operations in 2024

delivered greater efficiencies and net savings

of £85 million, equivalent to 68% of the 2025

total annualised savings of £125 million

(ahead of the original plan of 40-50%).

By the end of the first half of the year the

integration of the new VML was broadly

complete. Cost savings were delivered from

realising cost synergies across global and

regional headquarters, finance and HR

simplification, leveraging global production

and tech hubs, and other areas including

real estate.

GroupM made good progress on structural

cost actions, now operating as one entity

in markets around the world. All finance

functions at EssenceMediacom, Wavemaker

and Mindshare have been integrated into

a single GroupM function in each market,

and all marketing and growth teams for those

agencies now sit under one GroupM team.

The new Burson agency launched in June.

Savings were delivered by combining

BCW and Hill & Knowlton’s back office

infrastructure in each market and streamlining

the front office, at the same time as scaling

and enhancing our global practices.

We remain on track to deliver further savings

from structural cost actions in 2025, taking

total annualised savings to £125 million.

~35%

of revenue less pass-through costs is

supported by strategic and regional

business platforms

Our financial priority is to deliver more

profitable growth by accelerating our

organic growth through scale and

innovation, while driving cost savings

through simplification and efficiency.

Over the last few years we have improved

our cost efficiency in a number of ways,

creating a simpler WPP and enhancing

the competitiveness of our offer to clients.

This includes tighter control of personal

costs, reducing the number of individual

brands within WPP, and closing small,

inefficient offices to replace them with

larger, more efficient campuses.

In January 2024 we set out plans to build

on this success, focused on two key areas:

1. Structural cost savings from the merger

of VMLY&R and Wunderman Thompson

to create VML, the merger of BCW

and Hill & Knowlton to form Burson,

and the simplification of GroupM

2. Efficiencies across both our back

office functions and front office

commercial delivery

By implementing these initiatives,

we believe that over the medium-term

our business can deliver 3%+ like-for-like

revenue less pass-through costs growth

(2024: -1.0%) and grow our headline

operating margin to between 16% and

17%, compared with 15% in 2024.

For further details see the

CFO statement on page 62

BACK OFFICE FUNCTIONS

62%

of server estate in the public cloud

We are making good progress in our

back office efficiency programme across

enterprise technology, finance, procurement

and real estate. This success is reflected

in our improved margins and cash conversion

in 2024.

In enterprise technology we continued

to deploy modern enterprise resource

platforms, providing better and more timely

commercial insights. We successfully rolled

out Maconomy in certain markets in EMEA

and South America during 2024, and will go

live with Workday across VML and Ogilvy

in the UK in the first half of 2025.

Across enterprise technology and finance

we continued to optimise our finance shared

service centres, offshoring more back office

processes and driving further automation and

efficiencies in the work we do. These actions

both reduce costs and improve service

delivery for clients.

Our enterprise technology modernisation

programme continued to deliver savings

as we optimised the team structure and

operating model. At the end of 2024, more

than 60% of workloads had moved to the

cloud, GroupM's cloud migration was fully

completed, and over 1,000 legacy servers

were decommissioned. We are also investing

in AI tools to be used across WPP, including

Microsoft Copilot, which will enable efficiency

improvements across back office functions

and further strengthen the capabilities and

benefits of WPP Open for our agencies.

Our category-led procurement model

continued to consolidate spend by

sub-category to drive further savings.

In real estate, our ongoing campus

programme and consolidation of leases

continued to deliver benefits. We opened

seven modern, cost- and energy-efficient

campuses in 2024: Chennai, Johannesburg,

London, Miami, Sydney, Vienna and

Washington. We now have 47 campuses,

accommodating 68,000 people.

INTEGRAL TO OUR

STRATEGY OVER THE

PAST YEAR HAS BEEN THE

IMPERATIVE TO EXECUTE

MORE EFFICIENTLY”

Joanne Wilson

Chief Financial Officer

32 WPP ANNUAL REPORT 2024

STRATEGIC REPORT OUR STRATEGY

FRONT OFFICE COMMERCIAL DELIVERY

~10

000

people based in Global Delivery Centres

We aim to deliver front office savings

through investment in better systems, data

sets and the application of AI, across three

main areas: better commercial insight and

management; scaling up our Global Delivery

Centres; and optimising resource utilisation.

In the first of these areas we are already

working more effectively with WPP Open

and AI - benefiting from faster ideation,

reduction in time spent on non-revenue-

generating tasks and significantly faster

deployment times.

Our Global Delivery Centres, underpinned

by WPP Open, support delivery of our

work to clients across customer experience,

technology, media, commerce, content

and production. Our goal is to scale these

up from around 10,000 people today by at

least 50% over the next three years. We are

prioritising moving up the value chain in

our production capabilities, scaling our

content capabilities and building on our

already strong technology and engineering

offshore talent.

Finally, we have continued to optimise our

resource utilisation, lowering non-billable

time and reducing the share of third-party

and freelance contractors.

OUR CAMPUSES

Our campuses bring many efficiency

benefits. They help drive down energy

costs through the replacement of older

buildings with modern, collaborative

workspaces, housing multiple agencies

under one roof. Every campus is

designed to be energy-efficient,

helping to cut ongoing and future

costs. And shared technological

capabilities and facilities allow us to

effectively streamline resources.

NEW IN 2024

WPP’s third London campus opened

in September, and is now the location

for London-based GroupM employees.

The new Chennai campus, opened

in November, is designed to initially

accommodate 330 people in phase

one, with an expansion to 650 people

by mid-2025.

TARGETS

By 2026 we aim to have:

75,000

of our people based in campuses

(2024: 68,000)

campuses globally

(2024: 47)

Priorities in 2025

Ensure our operations are efficient

and accountable and support

optimal investment allocation

Sydney

London Washington

Johannesburg

Chennai

33WPP ANNUAL REPORT 2024

EXECUTE EFFICIENTLY TO DRIVE STRONG FINANCIAL RETURNS OUR STRATEGY STRATEGIC REPORT

STRATE GIC COST

ACTIONS AND TARGETS

Commercial deliv ery

2025 target

savings

c.£125m

annual

net savings

Medium-term

gross savings

opportunity

£75m+

Structural sa vings

DELIVERING GROWTH AND COST EFFICIENCIES

- Global and regional

HQ synergies

- Finance and HR simplification

- Leveraging global capabilities

- Production and technology hubs

- Real estate and other benefits

- Front office de-duplication

- Overhead consolidation

- Common technology

platform, product and

data management

- Global and regional

HQ synergies

- Finance and HR

simplification

- Leveraging global

practices

- Real estate and

other benefits

Medium-term

gross savings

opportunity

£100m+

Back office efficiency

LEVERAGING GLOBAL SCALE

ENTERPRISE IT

- Leveraging our

global scale

- AI-enabled

productivity

- Workforce

optimisation

- Cloud migration

FINANCE

- Global finance

operating model

- Shared service

centre optimisation

- Standardisation and

automation

PROCUREMENT

- Category-led

procurement

- Active mitigation

of inflationary

pressures

REAL ESTATE

- Consolidation

of leases

- Campus

programme

GREAT WORK,

DELIVERED EFFICIENTLY

SYSTEMS,

DATA & AI

COMMERCIAL INSIGHTS

AND MANAGEMENT

OPTIMISING RESOURCE

UTILISATION

SCALING GLOBAL

DELIVERY CENTRES

34 WPP ANNUAL REPORT 2024

STRATEGIC REPORT OUR STRATEGY

Technology underpins almost everything

we do - from communicating with our clients

and collaborating with our colleagues, to

creating content that reaches billions across

the globe. Our enterprise technology strategy

aims to enhance services for our people and

clients, while driving cost efficiencies.

GroupM, a global leader in media planning

and buying, manages over $60 billion in

worldwide advertising spend. In 2024

GroupM underwent a strategic simplification

programme, resulting in a leaner, less

complex organisation. New centralised

innovation and operations hubs serve

as GroupM’s engine for developing,

standardising and scaling media products

and technology across its business. This has

reduced complexity and costs, supporting

faster and more effective decision-making

In 2024, we announced further investment

in our Global Delivery Centre operation

in India. The specialist capability hub,

accessible to all WPP agency teams

globally, plays a critical role in our

business transformation and simplification

strategy, unlocking best-in-class

capabilities from hyper-personalisation

and composable commerce to cloud

modernisation and product engineering.

These services are underpinned by WPP

Open and complement existing agency

expertise across media, content,

customer experience, commerce,

technology, data and design.

In 2024, we continued to modernise our

enterprise data solutions through the

migration of data from legacy data

centres to modern cloud-based systems,

which reduces costs, improves security

and leverages our global scale.

and more efficient resource allocation,

and in turn enhanced services for clients.

Building on this progress, Brian Lesser

joined GroupM as Global CEO in

September 2024, focused on improving

the competitiveness of its media offer,

globally and in the US, and leveraging

WPP Open Media Studio, which provides

end-to-end media workflows for GroupM

and its clients.

% OF SERVER ESTATE IN PUBLIC CLOUD

Enterprise

technology:

moving our

enterprise data to

the public cloud

Simplifying a

world leader:

GroupM

Global Delivery

Centres: scaling

investment in

India

Supported by

2023

53%

2024

62%

GLOBAL

DELIVERY

CENTRE

35WPP ANNUAL REPORT 2024

EXECUTE EFFICIENTLY TO DRIVE STRONG FINANCIAL RETURNS OUR STRATEGY STRATEGIC REPORT

OUR ESG REPORTING ROADMAP

ESG REPORTING

We continue to evolve our environmental,

social and governance (ESG) reporting to

meet our obligations in a rapidly formalising

ESG landscape.

OUR MATERIALITY PROCESS

We use a materiality process to ensure our

sustainability strategy, investments and

reporting focus on the topics of greatest

importance and relevance to our business

and stakeholders. In preparation for the EU

Corporate Sustainability Reporting Directive

(CSRD), we conducted our first double

materiality assessment in 2024.

The double materiality approach assesses

ESG factors through an 'outside-in' lens

(potential to affect our financial performance)

and an 'inside-out' lens (our potential impact

on society and the environment). The table

(right) sets out the ESG topics identified as

material for WPP. These topics will inform

WPP's ESG approach going forward, to focus

activity on the topics of greatest importance

and relevance to the business and its

stakeholders. As materiality is dynamic,

we will monitor and adjust as needed.

Read more at wpp.com/

sustainabilityreport2024

SUSTAINABILITY

We use our creativity combined with our global scale

to meet sustainability obligations within our own

business, our clients’ businesses and across our industry

2002:

first Sustainability Report

WPP is an early adopter

of sustainability reporting,

publishing our first

Sustainability Report

more than 20 years ago

2021:

engage PwC to conduct

third-party limited assurance

To strengthen our approach to

non-financial assurance, we engage

PwC to provide independent limited

assurance over select ESG metrics

2022:

ESG controls launch

In response to assurance observations,

and in preparation for incoming ESG

legislation, we design and launch our

first set of formal ESG controls to

enhance data quality

2024:

double materiality assessment

We conduct our first double

materiality assessment.

Topics identified as material

are summarised above

2025 onwards:

regulatory alignment

We will continue to evolve

disclosures to comply with

ESG reporting frameworks,

including the CSRD and the

IFRS Sustainability Standards

ESG TOPIC LOCATION IN REPORT

Corporate culture and

business ethics

People

Policies, procedures and culture

(pages 42-44)

(pages 74-76)

Fraud, corruption and bribery Policies, procedures and culture (pages 74-76)

Data privacy and security AI and data ethics, privacy

and security

(page 57)

Equal treatment and

opportunities for all employees

People (pages 42-44)

Operational greenhouse

gas emissions

Planet (pages 45-46)

Regulatory compliance Policies, procedures and culture (pages 74-76)

Responsible AI and

technology use

AI and data ethics, privacy

and security

(page 57)

Responsible marketing

and communications

Clients

Communities

(page 56)

(pages 58-59)

Social and environmental

impact of our client work

Clients

Communities

(page 56)

(pages 58-59)

Supply chain greenhouse

gas emissions

Planet (pages 45-46)

Talent attraction, retention

and development

People (pages 42-44)

KEY Indicates where a topic is material

from a financial perspective

Indicates where a topic is material

from an impact perspective

STRATEGIC REPORT

WPP ANNUAL REPORT 2024

STAKEHOLDER ENGAGEMENT

Dialogue with our stakeholders, including

our people, clients and shareholders,

provides valuable feedback and insight into

sustainability risks and opportunities, for our

Company and our clients. Most stakeholder

engagement takes place in the course of

doing business.

Information on employee engagement

including our All In employee survey is on

page 44. During the year, WPP launched a

new Sustainability Academy, which provides

globally accessible on-demand training to

equip our people with the knowledge and

practical tools they need to respond to

sustainability topics, including climate

change (see page 56). We will continue

to expand Academy content in 2025.

INVESTOR ENGAGEMENT

We regularly engage with investors on ESG

topics, and in 2024 we engaged with rating

agencies and benchmarking organisations on

sustainability matters, including: Bloomberg

Gender-Equality Index; EcoVadis; Equileap;

Vigeo Eiris; FTSE Russell; ISS; Moody’s; MSCI

Research Inc.; Tortoise Responsibility 100;

Sedex; and Sustainalytics.

We are included in the FTSE4Good Index

and participate in CDP's climate change

questionnaire, in which we continue to

score a 'B' rating.

Read more about how we engage with

stakeholders on sustainability on page 33

of our 2024 Sustainability Report

In 2021, we linked the margin of our

$2.5 billion revolving credit facility to specific

sustainability measures. We refinanced the

facility in February 2024 and included

updated environmental and social metrics,

approved in February 2025, as we continue

to embed carbon reduction targets and

broader sustainability commitments into

our financing arrangements.

INSTITUTE OF BUSINESS ETHICS

WPP is a member of the Institute of Business

Ethics (IBE) and considers it an important

partner and support for the approach that

the Company takes to business integrity,

sustainability and ethics.

As set out more fully in the Risk Governance

Framework and Business Integrity

Programme on page 73, we want to

champion and facilitate a culture where our

people feel that acting with transparency,

honesty and integrity is an expected metric

for success, and this is also the IBE’s ethos.

The IBE shares knowledge and good practice

as well as advice on the development and

embedding of relevant policies through

networking events, regular publications

and training sessions, research and

benchmarking reports.

The IBE is a registered charity funded by

corporate and individual donations.

SUSTAINABILITY ASSURANCE

ESG data included in this Annual Report

is for the calendar year 2024 and covers

all subsidiaries of the Company.

The selected ESG performance metrics

marked with the symbol throughout

this report have been subject to

independent limited assurance procedures

by PricewaterhouseCoopers LLP (PwC)

for the year ended 31 December 2024 in

accordance with International Standard

on Assurance Engagements 3000 (revised)

and, in respect of greenhouse gas emissions

data, International Standard on Assurance

Engagements 3410, issued by the

International Auditing and Assurance

Standards Board.

A copy of PwC’s report and our reporting

criteria are available at wpp.com/

sustainabilityreport2024

We continue to review our reporting in

line with emerging ESG regulations and

standards, including the EU’s Corporate

Sustainability Reporting Directive and the

International Sustainability Standards Board’s

Sustainability Standards. The outputs of our

first double materiality assessment are set

out in the table on page 36.

The majority of our data is collected locally,

and a common challenge is reconciling

inconsistencies in calculations and data

capture. We are working to further enhance

the quality and assurability of our ESG data

in line with evolving reporting requirements

For further information on data quality,

see page 46

NON-FINANCIAL AND SUSTAINABILITY INFORMATION STATEMENT

This section indicates where you can find further information on each of the key areas of disclosure required by sections 414CA and

414CB of the Companies Act 2006.

The Climate-related Financial Disclosure Regulations 2022 amend these sections of the Companies Act 2006, requiring companies to

incorporate climate disclosures in the annual report. WPP’s TCFD disclosure is consistent with nine of the 11 TCFD requirements, and

partially consistent with two (see TCFD Statement from page 47 for further details). At present, we do not disclose our total Scope 3

emissions in our Annual Report as we have not yet undertaken third party limited assurance of this data. However, we have provided

qualitative descriptions of progress against our targets in 'our climate strategy' (pages 45-46). As we have not identified any material

risk to our business from climate change, we believe that the TCFD requirements have been addressed in sufficient detail as is necessary

to understand our business. As such, we have referenced the location of our climate-related financial disclosures as being within our

statement on TCFD from page 47.

WPP POLICIES AND GUIDANCE RELEVANT PRINCIPAL RISK

Environmental matters – Our climate strategy (pages 45-46)

– TCFD statement (pages 47-54)

ESG including regulatory and reporting

Employees – Our people strategy (pages 42-44) People, culture and succession

Social matters – Communities (pages 58-59) N/A

Human rights – Human rights (page 61) N/A

Anti-bribery and corruption – Policies, procedures and culture (pages 74-76) Regulatory

STRATEGIC REPORT

WPP ANNUAL REPORT 2024

SUSTAINABILITY

SUSTAINABILITY AND OUR STRATEGY

Our sustainability strategy helps us deliver our purpose to

use the power of creativity to build better futures for our

people, planet, clients and communities

It supports our corporate strategy

and helps us navigate a dynamic social

and economic landscape, responding to

evolving stakeholder expectations and

shaping our contribution to the world

around us.

It also supports talent attraction and

retention, and our work for clients, who

look to us to help them find and scale

solutions to achieve their goals.

WPP’S STRATEGIC GOALS:

Lead through AI, data

and technology

Accelerate growth

through the power of

creative transformation

Build world-class,

market-leading brands

Execute efficiently to drive

strong financial returns

PILLARS STRATEGIC PROGRESS

SUPPORTING OUR

STRATEGIC GOALS

PEOPLE

Become the

employer of choice

for all

– Build a culture where everyone is

treated with dignity and respect

– Ensure an inclusive working

environment for all

– Grow future skills and knowledge

across our industry

– Future Readiness Academies expanded to include

new courses, including advanced AI training and

a new Sustainability Academy

– 42% of executive leaders

across WPP are women

(2023: 41%) and 54% of senior managers are women

(2023: 53%)

– 79,000 of our people took part in our annual

All In survey

108

000+

Future Readiness Academies

lessons completed to date

from page 42

PLANET

Maximise our positive

impact on the planet

– Build energy-efficient campuses

that make a positive contribution

to local communities

– Reduce Scope 1 and 2 emissions

by 84% by 2025 and Scope 3

emissions by 50% by 2030

(2019 baseline)

– 0.15 tCO

e emissions per person from direct

operations (Scope 1 and 2), an 82% reduction since

our 2019 baseline and a 22% reduction year-on-year

(2023: 0.19 tCO

– 93% of electricity sourced from renewable sources

(2023: 88%)

– To support our Scope 3 targets assessed 138 suppliers,

representing $1.2 billion in spend, on their carbon

reduction commitments

82%

absolute reduction in tCO

emissions (Scope 1 and 2)

since 2019 and 26%

reduction year-on-year

from page 45

CLIENTS

Enable our clients

on their sustainability

journeys

– Ensure fairness and high standards

across our work, including AI,

privacy and data ethics

– Support our clients as they deliver

their emissions reduction and

wider sustainability goals

– 82% of top 50 clients have set or committed to set

science-based carbon reduction targets (2023: 82%)

– Green Claims training made accessible to all

WPP people and bespoke training delivered to

clients in potentially higher-risk sectors

8.0

out of 10 rating from our

clients for our ability to

support their sustainability

goals (2023: 8.0)

from page 56

COMMUNITIES

Use the power of our

creativity and voice

to support healthy,

vibrant communities

– Ensure our sustainability

commitments and principles

are upheld across our value chain

– Drive positive impact through

our work, external partnerships

and initiatives

– Supported our people globally in the wake

of ten critical-level emergencies in 2024

– The VML Foundation surpassed $3.2 million

in charitable donations

£26.9m

total social contribution,

including cash donations,

pro bono work, in-kind

contributions and free media

space (2023: £32.1 million)

from page 58

In line with the FTSE Women Leaders Review, the independent, business-led framework supported by the UK government. Executive leadership roles are defined as the board and executive

leadership population (see WPP Sustainability Reporting Criteria 2024)

Selected metrics marked with this symbol have been subject to independent limited assurance procedures by PricewaterhouseCoopers LLP (PwC) for the year ended 31 December 2024.

For PwC’s 2024 Limited Assurance Report and the WPPSustainability Reporting Criteria 2024, see wpp.com/sustainabilityreport2024

STRATEGIC REPORT

WPP ANNUAL REPORT 2024

SUSTAINABILITY

PILLARS STRATEGIC PROGRESS

SUPPORTING OUR

STRATEGIC GOALS

PEOPLE

Become the

employer of choice

for all

– Build a culture where everyone is

treated with dignity and respect

– Ensure an inclusive working

environment for all

– Grow future skills and knowledge

across our industry

– Future Readiness Academies expanded to include

new courses, including advanced AI training and

a new Sustainability Academy

– 42% of executive leaders

across WPP are women

(2023: 41%) and 54% of senior managers are women

(2023: 53%)

– 79,000 of our people took part in our annual

All In survey

108

000+

Future Readiness Academies

lessons completed to date

from page 42

PLANET

Maximise our positive

impact on the planet

– Build energy-efficient campuses

that make a positive contribution

to local communities

– Reduce Scope 1 and 2 emissions

by 84% by 2025 and Scope 3

emissions by 50% by 2030

(2019 baseline)

– 0.15 tCO

e emissions per person from direct

operations (Scope 1 and 2), an 82% reduction since

our 2019 baseline and a 22% reduction year-on-year

(2023: 0.19 tCO

– 93% of electricity sourced from renewable sources

(2023: 88%)

– To support our Scope 3 targets assessed 138 suppliers,

representing $1.2 billion in spend, on their carbon

reduction commitments

82%

absolute reduction in tCO

emissions (Scope 1 and 2)

since 2019 and 26%

reduction year-on-year

from page 45

CLIENTS

Enable our clients

on their sustainability

journeys

– Ensure fairness and high standards

across our work, including AI,

privacy and data ethics

– Support our clients as they deliver

their emissions reduction and

wider sustainability goals

– 82% of top 50 clients have set or committed to set

science-based carbon reduction targets (2023: 82%)

– Green Claims training made accessible to all

WPP people and bespoke training delivered to

clients in potentially higher-risk sectors

8.0

out of 10 rating from our

clients for our ability to

support their sustainability

goals (2023: 8.0)

from page 56

COMMUNITIES

Use the power of our

creativity and voice

to support healthy,

vibrant communities

– Ensure our sustainability

commitments and principles

are upheld across our value chain

– Drive positive impact through

our work, external partnerships

and initiatives

– Supported our people globally in the wake

of ten critical-level emergencies in 2024

– The VML Foundation surpassed $3.2 million

in charitable donations

£26.9m

total social contribution,

including cash donations,

pro bono work, in-kind

contributions and free media

space (2023: £32.1 million)

from page 58

In line with the FTSE Women Leaders Review, the independent, business-led framework supported by the UK government. Executive leadership roles are defined as the board and executive

leadership population (see WPP Sustainability Reporting Criteria 2024)

Selected metrics marked with this symbol have been subject to independent limited assurance procedures by PricewaterhouseCoopers LLP (PwC) for the year ended 31 December 2024.

For PwC’s 2024 Limited Assurance Report and the WPPSustainability Reporting Criteria 2024, see wpp.com/sustainabilityreport2024

39WPP ANNUAL REPORT 2024

STRATEGIC REPORTSUSTAINABILITY AND OUR STRATEGY

SUSTAINABILITY GOVERNANCE MODEL

BOARD OVERSIGHT

Responsible for the overall long-term success of WPP

and for overseeing the purpose, values and culture and

strategic direction, including on sustainability.

The Board is supported by the Audit and Sustainability

Committees in its oversight of corporate responsibility,

sustainability, ESG and related reputational matters.

EXECUTIVE RESPONSIBILITY

The Executive Committee is responsible for leading

the Company and executing its strategy, including

the sustainability strategy.

The Disclosure Committee oversees the accuracy and

timeliness of Group disclosures, including those related

to sustainability and ESG matters.

The Risk Committee oversees WPP's compliance with

laws, regulations and internal policies, focusing on the

effectiveness of the Company's compliance framework

and any emerging risks, including those related to

sustainability and ESG factors.

MANAGEMENT AND DELIVERY

The Chief Sustainability Officer has overall operational

responsibility for sustainability, supported by a specialist

sustainability team. Cross-functional leadership working

groups, including an ESG Working Group and Net Zero

Leadership Group, drive progress against WPP’s

sustainability strategy.

Our clear policy framework, which includes our

Sustainability Policy, sets the structure for our

agencies to follow. Our agencies are required to

report performance to WPP on an annual basis.

References to sustainability and ESG are inclusive of the climate change issues identified as relevant to WPP in the TCFD statement (pages 47-54)

OUR APPROACH TO SUSTAINABILITY

Our governance processes and policies help us

manage sustainability risks and opportunities

consistently across the Company

EXECUTIVE

COMMITTEE

DISCLOSURE

COMMITTEE

RISK

COMMITTEE

AUDIT

COMMITTEE

INFORM

LEADERSHIP WORKING GROUPS

WPP AGENCIESHQ FUNCTIONS

SPECIALIST

SUSTAINABILITY

TEAM

SUSTAINABILITY

COMMITTEE

OVERSEE

STRATEGIC REPORT

WPP ANNUAL REPORT 2024

SUSTAINABILITY

BOARD OVERSIGHT

The Board approves our sustainability

policies and disclosures. Where sustainability

matters, including climate change, are

identified by management as relevant,

the Board takes these into account when

overseeing major decisions as set out in

WPP Matters Reserved for the Board

(available on wpp.com).

Our Sustainability Committee supports

the Board in its oversight of corporate

responsibility, sustainability, ESG and

related reputational matters. Committee

members bring with them a wide range of

sustainability expertise, including marketing,

technology, sustainable business and

international development, from senior

positions in business and non-governmental

organisations.

The Committee works to understand WPP's

sustainability-related risks and opportunities,

review and monitor the management and

implementation of our sustainability strategy

and Transition Plan, and review policy

statements on environmental and social

matters. The Committee meets at least four

times a year, receiving in-depth progress

reviews from management at each meeting,

and provides an update to the Board

following each meeting.

The Audit Committee, jointly with the

Sustainability Committee, monitors the

integrity of WPP’s ESG disclosures, including

the relationship with our ESG assurance

provider. It provides oversight of internal

controls and risk management, including

our ESG controls.

The Compensation Committee determines

our remuneration policy, in accordance with

the UK Corporate Governance Code.

The Nomination and Governance Committee

reviews the Board’s composition and skills

ensuring, where relevant, that the Board’s

oversight of material ESG matters is

appropriate.

For further information see Corporate

Governance from page 86

EXECUTIVE RESPONSIBILITY

The Executive Committee assists the CEO in

discharging his responsibilities. Collectively,

it is responsible for implementing strategy,

including sustainability strategy, ensuring

consistent execution and embedding the

Company’s culture and values.

The Disclosure Committee was established

by the CEO and CFO. It is responsible for

overseeing the accuracy and timeliness of

Group disclosures, including those related

to sustainability and ESG matters, and

reviewing controls and procedures in

relation to the public disclosure of financial

and non-financial information.

The Risk Committee assists the Board and

Audit Committee by reviewing, monitoring

and advising on: compliance with laws,

regulations, internal procedures and industry

standards; the design and implementation

of WPP’s compliance framework, policies

and procedures; and risks that present

themselves throughout WPP, including

material sustainability and ESG issues.

MANAGEMENT AND DELIVERY

The Chief Sustainability Officer has overall

operational responsibility for sustainability.

The sustainability team ensures consistent

implementation of our standards and

supports the business to identify

sustainability-related risks and opportunities.

Together, they engage the business through

targeted briefings, programme meetings

and status updates.

Our sustainability team monitors key

performance metrics and collates status

updates from the business, which are

reported to the Chief Sustainability Officer,

the relevant executive committees and

Board committees, and the wider business.

Progress against sustainability metrics and

targets is communicated to the business

on an annual basis.

Management of sustainability requires

cross-functional accountability and

responsibilities. To ensure alignment

across functions, the sustainability team

has formed working groups. The ESG

Working Group includes executive-level

representatives from relevant functions,

and is responsible for ensuring the effective

implementation of WPP’s approach to ESG

compliance in preparation for the CSRD

and other mandatory regulations. The Net

Zero Leadership Group brings together

function and agency leaders across the

five hotspots identified as generating the

largest proportion of emissions across

our total carbon footprint to accelerate

progress against WPP’s near-term

science-based targets.

We set a clear policy framework through

our Code of Business Conduct, Sustainability

Policy, Supplier Code of Business Conduct

and other policies included in the WPP Policy

Book. Our agencies are required to comply

with our Sustainability Policy, and report

performance to WPP on an annual basis.

41WPP ANNUAL REPORT 2024

SUSTAINABILITY STRATEGIC REPORT OUR APPROACH TO SUSTAINABILITY

PEOPLE

STREAMLINING WAYS OF WORKING

In 2024 we rolled out a new employee

performance and engagement tool across

many of our agencies, creating greater

consistency in performance management

across the business.

Teams can now align on goals, track

progress and engage in meaningful career

discussions, enhancing both individual

growth and organisational success.

Additionally, we are streamlining global

operations through tools including

Workday and Maconomy.

CULTIVATING OUR LEADERS

WPP is committed to developing exceptional

leaders through flagship programmes that

empower and elevate talent globally.

Maestro, which focuses on honing the skills

of senior leaders, successfully delivered

two cohorts in 2024, equipping participants

with the tools and insights needed to

navigate complex challenges and drive

organisational success.

Walk the Talk, designed to support senior

women leaders, delivered four impactful

sessions, engaging over 180 participants.

Walk the Talk continues to equip women

leaders with the confidence, skills and

networks to excel in their roles and lead

change within the organisation.

LEADERSHIP CHANGES

We are committed to attracting and

retaining the brightest and best in our

industry. In July we welcomed Brian Lesser

as Global CEO of GroupM, bringing his

extensive expertise in data- and technology-

driven marketing to support the continued

growth of GroupM. Brian was joined in

February 2025 by Emily Del Greco, formerly

a Partner at McKinsey & Company, as Global

COO at GroupM.

In September 2024 Philip Jansen, formerly

Chief Executive of BT Group, joined the

WPP Board as a Non-Executive Director,

succeeding Roberto Quarta as Chair on

1 January 2025.

From March 2025 Diane Holland, an

experienced and highly respected financial

leader within WPP, will be taking on the role

of WPP's Deputy Chief Financial Officer.

Most recently, Diane served as Chief Financial

We are a people business. Across

everything we do, our success relies on

the fundamentals of human connection,

creativity and relationships. Teams of

talented individuals, working towards

common goals, are what drives growth

for our clients and our agencies.

That’s why we are committed to attracting,

engaging and developing the best in

the industry, leveraging our scale and

global reach to provide exciting career

opportunities that help our people grow

and thrive across disciplines, agencies

and geographical locations.

We do this by focusing on:

– The future of work and AI opportunities

– Streamlining ways of working

– Cultivating our leaders

– Ensuring a culture of belonging and

expanding our talent pool

THE FUTURE OF WORK

In 2024 we developed new functionality

and integrated new models into WPP Open,

our AI-powered marketing operating system,

to help employees in their day-to-day work.

AI-powered applications including Creative

Studio and Production Studio are helping

augment our people’s creativity, resulting

in dynamic and innovative client work.

A growing number of colleagues are

discovering the benefits of WPP Open:

at the end of 2024, monthly active

users were up 74% to 33,000.

Our on-demand, online training platform

Future Readiness Academies expanded in

2024 to include modules such as advanced

AI training, focused on building essential

skills in prompt engineering and practical

AI applications. To date over 30,000 learners

have completed more than 108,000 Future

Readiness Academies lessons.

Throughout 2024, our people earned more

than 21,000 accreditations and certifications

(2023: 34,000+) from leading technology

partners including Adobe, Google, Meta,

Microsoft and TikTok, helping to equip

them with future-ready skills. Accreditations

and certifications were lower in 2024 as

we reviewed our partnership programme,

expanding the scope of some existing

partnerships, adding a number of new

relationships, and exiting others.

and Transformation Officer for WPP Open

and as the Global COO of VML. And in

February 2024 Neil Stewart, whose career

spans over 20 years in technology leadership

roles, was appointed CEO of WPP Open.

Across the WPP network, Francisco Teixeira

became Country Manager of WPP Portugal,

while Kevin Johnson expanded his role as

CEO of GroupM Canada to become President

of WPP in Canada. Fiona Gordon was

promoted to Global CEO of Advertising at

Ogilvy, and James Murphy returned to Ogilvy

as CEO of Ogilvy Group UK. In Asia Pacific,

Rupert McPetrie was appointed CEO of

GroupM China, and Chris Reitermann added

the role of President of WPP in China to his

leadership of Ogilvy in the region.

Our people are our most valuable asset

CREATIVE TECH

APPRENTICESHIPS

Launched in November 2022, our

Creative Tech Apprenticeship is a

nine-month paid programme designed

to equip emerging talent with next-

generation technological skills. Since

its inception, two cohorts have

completed the programme, with most

apprentices securing roles at our global

production arm, Hogarth. In October

2024, we welcomed our third cohort of

16 apprentices, who received hands-on

experience with leading brands and

training in AI, creative coding and

virtual production. Ethics, accessibility

and inclusion remain central, ensuring

participants are prepared to shape the

future of technology in the creative

industry and beyond.

STRATEGIC REPORT

WPP ANNUAL REPORT 2024

SUSTAINABILITY

BENEFITS

Benefits vary by market, and typically

include retirement savings plans, employee

assistance schemes, life assurance and health

and wellbeing programmes. We continue

to harmonise our benefits across WPP.

For example, our health and wellbeing

programme focuses on physical, mental

and emotional health to address challenges

before they arise, along with quality

healthcare for when issues emerge. Many of

these benefits are also available to eligible

family members. In certain jurisdictions we

may also include the provision of family

planning benefits.

This works in partnership with our Employee

Assistance Programme, which promotes

mental health support globally as part of its

suite of resources.

INDUSTRY RECOGNITION

Ten WPP leaders were named in UK

INvolve’s Heroes Women Role Model

Lists for championing women in

business and promoting gender

diversity in 2024. A further 12 were

named in the INvolve Empower Role

Model List, celebrating leaders driving

inclusion for people of colour within

global businesses. And six were named

in INvolve’s Enable Role Model List,

representing over 10% of the 50

recipients. This list celebrates

individuals in the UK who advocate

for workplace inclusion for people

with disabilities, neurodiversity or

mental health challenges.

Our people also won recognition for

their creativity. Ogilvy’s Piyush Pandey

was awarded the 2024 Legend Award

at the London International Awards,

which recognises individuals who have

demonstrated outstanding creativity

at all levels. And in The Drum’s annual

World Creative Rankings, we retained

our position as the most creatively

awarded group in global marketing,

thanks to the talent and dedication

of our people across the world.

CULTURE OF BELONGING

At WPP, a culture of belonging is a key

enabler of creativity and therefore business

success. By fostering inclusive workplaces,

we encourage innovative ideas and solutions

for both our people and our clients.

We have the ambition to be representative

of the communities in which we operate

and the consumers our clients wish to reach.

Our Code of Business Conduct, which

applies to everyone at WPP, sets out our

commitment to select and promote people

without discrimination.

In 2024 we partnered with The One Club

for Creativity for the second time to launch

One School UK, a free 16-week portfolio

programme designed to open doors to

a career in advertising and marketing for

talented Black creatives.

We also continued to invest in Summit,

our sponsorship programme focused

on professional development for people

of colour. In November 2024, a new

cohort based in South Africa completed

the programme, and we also inducted

a UK-based cohort in September 2024.

And we refreshed our Inclusion as a Skill

training, making it more digestible and

engaging. Developed in partnership with

MindGym, Inclusion as a Skill is designed

to help employees at all levels learn and

practise the behaviours needed to develop

as inclusive leaders. The virtual, 90-minute

multilingual sessions have been attended

by thousands of employees worldwide.

Our Making Space initiative brings

people together from across WPP to mark

cultural moments and celebrate different

communities within the Company. In 2024

activations included events for parents and

caregivers, a series of events during Pride

month, training on accessibility and disability

in the employee experience, and speed

mentoring to mark International Women's Day.

In line with the FTSE Women Leaders Review, the

independent, business-led framework supported by the

UK government. Executive leadership roles are defined

as the board and executive leadership population

(see WPP Sustainability Reporting Criteria 2024)

REPRESENTATION

In 2024, 54% of our senior managers

were women. The proportion of

executive leaders across the Company

who are women was 42% (2023: 41%).

AGE

Age diversity figures exclude a small proportion

where age is unknown or undisclosed. In 2024,

this accounted for less than 1% of headcount

19 or under <1%

20-29 31%

30-39 40%

40-49 19%

50-59 8%

60 and over <2%

2024

GENDER

58% (2,037)

46% (9,189)

42% (35,476)

44% (46,702)

2024

Female

Male

Board and executive

42% (1,458)

2023

41% (1,471)

Senior managers

54% (10,657)

2023

53% (10,768)

All other employees

58% (48,244)

2023

58% (51,039)

Total employees

56% (60,359)

2023

56% (63,278)

Gender diversity figures exclude a small

proportion where gender is unknown or

undisclosed. In 2024, this accounted for less

than 1% of total headcount

47% (9,404)

59% (2,082)

42% ( 37,567)

44% (49,053)

Read about how we are addressing

data quality and evolving our workforce

disclosures on page 10 of our 2024

Sustainability Report

Selected metrics marked with this symbol have been

subject to independent limited assurance procedures by

PricewaterhouseCoopers LLP (PwC) for the year ended

31 December 2024. For PwC’s 2024 Limited Assurance Report

and the WPPSustainability Reporting Criteria 2024,

see wpp.com/sustainabilityreport2024

43WPP ANNUAL REPORT 2024

PEOPLE SUSTAINABILITY STRATEGIC REPORT

We understand the value of balancing

work and personal commitments, and aim

to approach this transition with openness

and an understanding of people’s different

circumstances. We are putting in place

clear processes to request additional

flexibility, including for those with caring

responsibilities, health issues and other

considerations. Some roles that have

always been fully or largely remote will

continue as they are going forward.

EMPLOYEE ENGAGEMENT

Our All In staff survey for 2024 received

79,000 responses, reflecting continued

engagement from our employees as we

gather insights to shape our people strategy.

Our employee net promoter score – how

likely people are to recommend working

here – remained neutral, while overall

engagement was down slightly at 69%.

The survey identified a number of areas for

improvement. At the same time, we were

pleased to see that individual managers

across the Company received strong

feedback, with 85% of people agreeing that

their manager creates an environment of

belonging, and 78% agreeing that their

manager encourages their career growth.

GREAT WORKPLACES

WPP campuses offer our people inspiring,

collaborative places to work, bringing

together the best talent, teams and

technology under one roof.

In 2024 we launched seven new campuses,

bringing the global total to 47. In September

we opened our third London campus at

One Southwark Bridge, now home to all

employees from London-based GroupM

agencies. We also opened a campus in

Chennai, India, reinforcing the country's

strategic importance as a hub for talent

and innovation.

In 2025 five GroupM offices – Germany,

Italy, Poland, Spain and UK – were

recognised by the Top Employers Institute

as a 2025 Top Employer. The Institute also

awarded GroupM a 2025 Top Employer

Europe accreditation.

OFFICE ATTENDANCE

We believe that spending time together in

person strengthens our collaboration, culture

and creativity. That’s why, from April 2025 we

are asking our people to spend an average of

four days a week in the office. Our clients are

also moving in this direction, and increasingly

expect it of teams who work with them.

In response to feedback from 2023’s survey,

we made progress in key areas:

– Career development: expanded our

Future Readiness Academies and

enhanced Career Explorer, simplifying

internal mobility to help employees build

their careers within WPP

– Mental health support: enhanced our

Employee Assistance Programme,

including 24/7 counselling and support,

alongside targeted awareness campaigns

to promote these resources

Nearly 30,000 employees attended global

CEO townhalls in 2024 – a chance for all

employees to hear directly from Mark Read

and other senior leaders – and we also

launched the Count Me In survey, which

captured responses from over 45,000

colleagues across 71 markets. The resulting

insights will inform the development of our

workplaces, policies and programmes, and

enable access to opportunities for all.

See more in the People section

of our 2024 Sustainability Report

PEOPLE CONTINUED

FUTURE READINESS ACADEMIES

Future Readiness Academies equip our

people with the knowledge and skills

they need for success in a complex

digital world. Over 280 online, on-demand

bite-size lessons cover a broad range of

skills, from Web3 to influencer marketing.

Created in collaboration with the Open

Data Institute and QA, the largest tech

training company in the UK, our people

can also access the full suite of QA lessons

through the Academies.

Training is structured around:

– Core academies: covering pivotal

topics in our industry such as marketing

technology, commerce, data and AI,

and the metaverse

– Skills essentials: covering a broad range

of skills including leadership development,

channel optimisation, healthcare content

and other specialist courses

– Fundamentals: designed to cement core

concepts such data and insights, agile

transformation, intelligent technology

and commercial mindset

In 2024 our Academies expanded to

include new courses including advanced

AI training, focused on building essential

skills in prompt engineering and practical

AI application, and a new Sustainability

Academy, delivering foundational

knowledge in sustainability through

core modules on climate essentials,

green claims and circular economy.

90%

user satisfaction

rating

STRATEGIC REPORT

WPP ANNUAL REPORT 2024

SUSTAINABILITY

PLANET

Delivering progress against our sustainability

goals to minimise our impact on the planet

OUR CLIMATE STRATEGY

We are committed to decarbonising our own

business and supporting our clients’ carbon

reduction efforts.

In 2021 we set near-term science-based

targets to reduce our greenhouse gas

emissions in line with limiting global warming

to 1.5°C above pre-industrial levels, and the

aims of the Paris Agreement on climate.

OUR EMISSIONS TARGETS

84%

absolute Scope 1 and 2

emissions reduction by 2025

50%

absolute Scope 3 emissions

reduction by 2030

These targets, which are verified by the

Science Based Targets initiative (SBTi),

were the first among our peers to include

emissions from media buying and production

(two-thirds of our total carbon footprint).

We are also committed to offsetting residual

emissions across our own operations

(Scope 1 and 2) by 2025 and our supply

chain (Scope 3) by 2030.

We continue to focus on reducing emissions

across the five hotspots generating the

largest proportion of emissions within

our total footprint: real estate, enterprise

technology, procurement, media and

production. Across these hotspots, our aim

is to integrate carbon reduction into our core

commercial strategy and deliver reductions

through day-to-day business activities.

Detailed, executive-sponsored emissions

reduction strategies are being implemented

for each hotspot. Progress is overseen by

our Net Zero Leadership Group, bringing

together the hotspot sponsors, including

our Chief Procurement Officer and the

CEO of Hogarth.

See more in the Planet section of our

2024 Sustainability Report

REDUCING SCOPE 1 AND 2 EMISSIONS

We continue to make progress towards

our Scope 1 and 2 targets, largely driven

by an increase in electricity purchased

from renewable sources, improved energy

efficiency in our buildings, reduction in our

real estate portfolio by moving our people

into fewer, more efficient buildings, and

the shift towards electric and hybrid

models for company cars.

82%

absolute reduction in tCO

e emissions

(Scope 1 and 2) since 2019 and 26%

reduction year-on-year

Our Scope 1 emissions for 2024 were

9,629 tCO

e (2023: 11,354 tCO

e), of which

a subtotal of 7,191 tCO

e (75% of our

total Scope 1 emissions footprint) has been

subject to independent limited assurance

procedures by PwC.

We also measure carbon intensity against

revenue and headcount to track how we

are decoupling carbon emissions from

growth over time. In 2024, our headcount

intensity was 0.15 tCO

e/person (2023: 0.19),

a 22% reduction compared to 2023 and

a 82% reduction since our 2019 baseline.

Our revenue intensity was 1.08 tCO

e per

£1 million revenue (2023: 1.44 tCO

e),

a 25% reduction year-on-year and a 84%

reduction since our 2019 baseline.

Company cars account for 63% of our

Scope 1 emissions. We continue to shift

company cars to electric and hybrid where

infrastructure makes it feasible to do so.

In 2024, 63% of centrally-leased company

cars were electric or hybrid (2023: 46%),

largely driven by Belgium and Germany

(half of company car contracts), where all

new company car contracts are electric or

hybrid. The Scope 1 emissions not subject

to assurance procedures relate to locally-

contracted company cars, for which

emissions have been estimated.

RENEWABLE ELECTRICITY

In 2024, we bought 93% of our electricity

from renewable sources (2023: 88%), and

are on track to meet our target to reach

100% in 2025.

Scope 2 market-based emissions were 6,250

tCO

e (2023: 9,968 tCO

e), a 37% reduction

from 2023. Scope 2 location-based emissions

were 55,302 tCO

e (2023: 55,720 tCO

e),

a 1% reduction from 2023.

REDUCING SCOPE 3 EMISSIONS

Our supply chain makes up the overwhelming

majority (98%) of our total emissions. We

know that the complex nature of our supply

chain makes our target to halve emissions

by 2030 ambitious, but nevertheless it is one

we are determined to reach. Engagement

across our supply chain will be essential for

delivering meaningful emissions reductions.

PROCUREMENT

We continue to build our understanding

of our supply chain emissions. We now

know that just 138 carbon-strategic

suppliers contribute 56% of our total indirect

purchased goods and services emissions.

We have assessed the maturity of these

suppliers’ emissions reduction plans and

embarked on an outreach and engagement

plan to collectively work towards

decarbonisation of our supply chain.

Data from 2019 baseline

Selected metrics marked with this symbol have been

subject to independent limited assurance procedures by

PricewaterhouseCoopers LLP (PwC) for the year ended

31 December 2024. For PwC’s 2024 Limited Assurance Report

and the WPPSustainability Reporting Criteria 2024,

see wpp.com/sustainabilityreport2024

MARKET-BASED SCOPE 1 AND 2

EMISSIONS PROGRESS

(

tCO

e EMISSIONS)

MARKET-BASED SCOPE 1 AND 2

EMISSIONS PROGRESS

(tCO

e EMISSIONS)

2019

baseline

2022

2023

26,102

2024

21,322

87,585

15,879

0.19

0.15

0.82

Scope 1 and 2 (tCO

Scope 1 and 2 per person (tCO

e/person)

0.23

[x]

[Footnote]

45WPP ANNUAL REPORT 2024

PLANET SUSTAINABILITY STRATEGIC REPORT

PLANET CONTINUED

Air travel

Business air travel accounts for around 3%

of our baseline carbon footprint, but remains

a focus as it is an emissions category over

which we have more control.

In 2024, air travel emissions increased by

21% compared to 2023, though remain 25%

lower than the pre-pandemic levels of 2019.

Our total Scope 3 emissions from business

air travel were 91,651 tCO

e, including

61,894 tCO

e from centrally contracted

flights (68% of the total). The centrally

contracted data is subject to independent

limited assurance procedures by PwC.

The air travel emissions not subject to

assurance procedures come from flights

booked outside our centralised systems.

To offset emissions from air travel, we have

been purchasing high-quality carbon credits

since 2007 and have permanently retired

1.8 million carbon credits, which are charged

to each of our agencies.

ENTERPRISE TECHNOLOGY

The technology we use – from data

centres to laptops – generates 6% of our

Scope 3 footprint.

Through our Cloud Acceleration Programme

we are replacing older, less efficient hardware

with more modern, agile, demand-led

cloud-based solutions, reducing the carbon

intensity of day-to-day processes. To date,

we have decommissioned more than 1,000

servers and moved a further 800 to the

cloud. As we continue with our cloud-first

strategy, powered by renewable electricity,

we are reducing our energy consumption,

with the added flexibility of only using

what we need, when we need it.

Introducing new campus technology

standards has reduced the size of IT

equipment rooms by 75%, lowering

construction costs, power consumption

and cooling needs.

MEDIA

We were the first among our peers to include

emissions associated with media placement

(more than half our supply chain emissions)

in our science-based reduction targets.

To explore the link between media

performance and emissions, in 2024 we

piloted (in partnership with third party

AdTech vendors) new ways to estimate,

optimise and reduce emissions.

We also welcomed the launch of the Global

Media Sustainability Framework: the first

industry-wide framework to measure carbon

consistently across different media channels

and markets in accordance with the

Greenhouse Gas Protocol’s standards.

PRODUCTION

The emissions generated by filming ads and

the production of other content on behalf

of clients are responsible for 14% of our

supply chain carbon footprint.

Hogarth,

our production agency, continues to

innovate and invest in generative AI and

virtual production technologies that allow

for more efficient ways of generating

content. By consolidating WPP’s production

capabilities under Hogarth, we can enhance

overall production capabilities and boost

skills development for our people.

Our production playbook helps guide

decision-making before, during and after

shoots. It supports teams in finding the right

technology and approach to create the

desired client requirements with the lowest

carbon footprint.

Through our Production Studio, housed

on WPP Open (our AI-powered marketing

operating system), our creative teams can

streamline and automate the creation of text,

images and video. This unlocks efficiencies

for clients and, in turn, emissions reductions,

for example by reducing the need to travel.

SUPPORTING CLIENTS’ EMISSIONS

REDUCTION

Four in five of our 50 largest clients have set,

or are committed to setting, science-based

targets through the SBTi. Clients look to us

to help them find and scale solutions as

they implement their own transition plans.

We continue to create innovative campaigns

that help clients deliver on their own

commitments, access new consumer markets

and respond to evolving consumer and

stakeholder expectations (see page 56).

EFFECTIVE GREEN CLAIMS

Scrutiny over brands’ environmental claims

continues, making it more important than

ever that any claims we make on behalf of

clients are authentic, material and matched

by real action.

WPP’s Green Claims Guide and training

provides principles and practical tips for

making effective green claims that are not

misleading in any way. In 2024 we made

training accessible to all WPP employees

through our new Sustainability Academy,

and delivered bespoke training to clients in

potentially higher-risk sectors (see page 56).

OFFSETTING

The first step to limiting emissions is to reduce

the total footprint of any of our products or

services as far as possible. Our Environment

Policy sets out how we manage the cost and

quality of the carbon credits we buy to offset

emissions we cannot avoid.

EVOLVING OUR ENVIRONMENTAL

DISCLOSURES

A significant challenge for reducing

carbon emissions is being able to

measure them with confidence. We

are working to improve the quality

and coverage of our emissions data.

Calculating Scope 3 emissions is

complex. To improve the speed of

data delivery and the accuracy of data

processing, we are centralising data

sources, applying modelling techniques

and automating data feeds. We include

Scope 3 emissions data in our CDP

Climate Change submission (see

cdp.net).

As we evolve our disclosures to be

consistent with the CSRD and other

ESG reporting requirements, we will

continue to disclose information on

topics that fall outside the scope of

CSRD reporting (including waste,

circular economy and water

management practices) through

our annual ESG Data Book, CDP

response and our EcoVadis submission.

We remain committed to ongoing

responsible management practices

across both material and non-material

environmental topics.

In 2025, we will recalculate our

baseline carbon emissions in line

with SBTi guidelines, as required

every five years. We will publish our

first formal Transition Plan once this

exercise is complete, aligned to

regulatory guidance including the

recommendations of the Transition

Plan Taskforce and the IFRS

Sustainability Standards.

See more in the Planet section of our

2024 Sustainability Report and our

2024 ESG Data Book

Data from 2019 baseline

Selected metrics marked with this symbol have been

subject to independent limited assurance procedures by

PricewaterhouseCoopers LLP (PwC) for the year ended

31 December 2024. For PwC’s 2024 Limited Assurance Report

and the WPPSustainability Reporting Criteria 2024,

see wpp.com/sustainabilityreport2024

STRATEGIC REPORT

WPP ANNUAL REPORT 2024

SUSTAINABILITY

TASK FORCE ON CLIMATE-RELATED

FINANCIAL DISCLOSURES STATEMENT

TCFD RECOMMENDATION LOCATION IN REPORT

COMPANIES

ACT 2006,

S414CB(2a-h)

GOVERNANCE

a) Describe the Board’s oversight of

climate-related risks and opportunities

OUR APPROACH TO SUSTAINABILITY

The governance of climate-related risks and opportunities

is fully integrated within our sustainability governance

structures. References to sustainability and ESG are inclusive

of the climate change issues identified as relevant to WPP in

this TCFD statement

The Sustainability Committee meets at least four times a

year, receiving in-depth progress reviews from management

on climate-related issues. The Board receives an update from

the Sustainability Committee Chair following each meeting

The Audit Committee also receives updates on the status

of ESG reporting at WPP, including updates on climate-

related risks, carbon emissions reporting and related

assurance processes

Page 40 CA s414CB(2a)

SUSTAINABILITY COMMITTEE REPORT

The Sustainability Committee Report provides an update

on the matters considered by the Committee in 2024

Page 117

b) Describe management’s role in assessing

and managing climate-related risks and

opportunities

OUR APPROACH TO SUSTAINABILITY

Our CEO and CFO (both Executive Directors) have overall

responsibility for climate-related risks and opportunities,

and our performance on carbon reduction is integrated into

the CEO's incentive plan. The Chief Sustainability Officer

has operational responsibility for assessing and managing

climate-related issues

Page 40 CA s414CB(2a)

KEY In compliance Partial compliance

TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES (TCFD) CONTENT INDEX

This section of our reporting includes disclosures relating to WPP’s identified climate-related risks and opportunities.

KEY Consistent Partially consistent

UK LISTING RULES STATEMENT OF COMPLIANCE

WPP was an early adopter of the Task Force

on Climate-related Financial Disclosures

framework. WPP’s seventh disclosure,

set out below, is structured around the

four TCFD themes of governance, strategy,

risk management, and metrics and targets.

We aim to develop our disclosures in line

with TCFD’s 11 recommended disclosures

set out in June 2017 (see table below).

We report in line with the FCA Listing Rule

6.6.6(8), which requires us to report on a

‘comply or explain’ basis against the TCFD

recommended disclosures in respect of the

financial year ended 31 December 2024.

We consider our climate-related financial

disclosures to be consistent with nine of

the 11 TCFD recommended disclosures,

and we have explained why we are not

consistent for the remaining two in the

related sections. We aim to be consistent

with all 11 requirements within the

timeframe of the UK's adoption of the

IFRS Sustainability Standards. Therefore

our disclosures are compliant with Listing

Rule UKLR 6.6.6(8) and aligned with The

Companies Regulations 2022, 414CB (2a).

Some of the recommended disclosures,

published in the 2021 TCFD Annex, will take

more time for us to become fully consistent

with due to challenges around data access

and quantification. These areas, outlined

in the table below, are most closely aligned

with the UK Companies Regulations

414CB (2a), sub paragraphs (e) and (f),

and relate to detailed financial impacts

and quantitative scenario analysis of

climate-related risks and opportunities.

We will continue to implement the 2021

TCFD Annex recommendations, and intend

to apply these more fully in our future

disclosures through 2025.

SUSTAINABILITY STRATEGIC REPORT

WPP ANNUAL REPORT 2024

TCFD RECOMMENDATION LOCATION IN REPORT

COMPANIES

ACT 2006,

S414CB(2a-h)

STRATEGY

a) Describe the climate-related risks and

opportunities the organisation has identified

over the short-, medium- and long-term

PRINCIPAL RISKS AND UNCERTAINTIES

Descriptions of WPP’s climate-related risks and

opportunities are included in the Principal Risks disclosure

Page 78 CA s414CB(2d)

CLIMATE-RELATED RISKS AND OPPORTUNITIES

Detailed descriptions of our climate-related risks and

opportunities over the short-, medium- and long-term

Page 50

b) Describe the impact of climate-related

risks and opportunities on the organisation’s

businesses, strategy and financial planning

CLIMATE-RELATED RISKS AND OPPORTUNITIES

Detailed descriptions of the impact of climate-related risks

and opportunities on our resilience, strategy and financial

planning. We have not yet quantified the impact of our

climate-related risks and opportunities. Information on the

status of quantification is included against each risk and

opportunity disclosure

Page 50 CA s414CB(2e)

c) Describe the resilience of the organisation’s

strategy, taking into consideration different

climate-related scenarios, including a 2°C or

lower scenario

CLIMATE-RELATED RISKS AND OPPORTUNITIES

Detailed descriptions of the impact of climate-related risks

and opportunities on our resilience, strategy and financial

planning. We have not yet quantified the impact of our

climate-related risks and opportunities. Information on the

status of quantification is included against each risk and

opportunity disclosure

Page 50 CA s414CB(2f)

RISK MANAGEMENT

a) Describe the organisation’s processes for

identifying and assessing climate-related risks

IDENTIFYING CLIMATE-RELATED RISKS

Detailed descriptions of how our climate-related risks

and opportunities are managed

Page 49 CA s414CB(2b)

b) Describe the organisation’s processes

for managing climate-related risks

CLIMATE-RELATED RISKS AND OPPORTUNITIES

Climate-related risks are integrated into our overall risk

management process. We disclose how we manage our

relevant climate-related risks and opportunities in our

risk disclosure table

Page 50 CA s414CB(2b)

c) Describe how processes for identifying,

assessing, and managing climate-related risks

are integrated into the organisation’s overall

risk management

IDENTIFYING CLIMATE-RELATED RISKS

Our process for identifying climate-related risks takes into

account multiple sources and stakeholders. It is integrated

into our overall risk management process

Page 49 CA s414CB(2c)

METRICS AND TARGETS

a) Disclose the metrics used by the

organisation to assess climate-related risks

and opportunities in line with its strategy

and risk management process

TCFD METRICS AND TARGETS SUMMARY

Metrics and targets relating to our relevant climate-related

risks and opportunities are provided in a summary table

Page 54 CA s414CB(2h)

b) Disclose Scope 1, Scope 2, and,

if appropriate, Scope 3 greenhouse gas

emissions, and the related risks

CARBON EMISSIONS STATEMENT

Our carbon emissions statement outlines our Scope 1,

Scope 2 and Scope 3 business air travel emissions. We

include Scope 3 emissions data in our CDP Climate Change

submissions, published alongside this report (see wpp.com/

sustainabilityreport2024), as we have not yet undertaken

third party limited assurance over our full Scope 3 inventory

Page 55 CA s414CB(2h)

c) Describe the targets used by the

organisation to manage climate-related

risks and opportunities and performance

against targets

TCFD METRICS AND TARGETS SUMMARY

Metrics and targets relating to our relevant climate-related

risks and opportunities are provided in a summary table

Page 54 CA s414CB(2g)

TASK FORCE ON CLIMATE-RELATED

FINANCIAL DISCLOSURES STATEMENT CONTINUED

KEY Consistent Partially consistent

STRATEGIC REPORT SUSTAINABILITY

WPP ANNUAL REPORT 2024

The relative significance of climate-related

risk relative to other risks is considered

both through the WPP double materiality

assessment (see page 36) for information on

the approach) and through the review of the

principal risks and uncertainties disclosure.

CLIMATE-RELATED RISKS

AND OPPORTUNITIES

WPP’s disclosure of relevant climate-related

risks and opportunities provided in this

section outlines the impacts we expect to

see on our business between now and 2030.

It includes qualitative disclosure of both the

impact on, and the resilience of, WPP’s

strategy. Details of the time horizons and

climate scenarios considered as part of this

assessment are included in the tables from

page 50.

We do not believe there is a material

financial impact of physical or transition

climate change risks on our current year

financial reporting. Further information

is provided in the Accounting policies

under 'Climate change considerations'

(see page 156). Climate-related issues are not

expected to be material in the short-term

planning horizon. Materiality is described in

our application of materiality (see page 191).

The risks and opportunities included in

this disclosure are considered as part of

the Group’s budget-setting processes.

For example, budgets related to the

delivery of our net zero programme are

considered by the functions responsible

for individual hotspots.

See pages 45 and 46

MATERIALITY DEFINITIONS

Financially material: the observed or

estimated impact exceeds the Group

materiality threshold as determined by

WPP’s double materiality assessment

See page 36

Impact material: the ESG topic is

identified as material through the

process outlined in WPP’s double

materiality assessment

See page 36

Relevant: an ESG topic which falls

below the materiality threshold, but

is identified by management as relevant

to users of this TCFD statement

IDENTIFYING CLIMATE-RELATED RISKS

The identification of climate-related risks and

opportunities includes input from multiple

sources and stakeholders. Annually, we

reconfirm the list of risks and opportunities

through analysis and interviews. This analysis

is informed by interviews with sustainability

and consumer experts from within WPP

agencies, as well as external data sources.

Recommendations on changes to the risks

and opportunities and associated disclosures

are reviewed by the Board Sustainability

Committee on an annual basis.

Sustainability risks, including climate-related

risks, are integrated into our overall risk

management processes. The implications,

including potential impact and actions

necessary to mitigate and monitor, are

reviewed by the Audit Committee on a

regular basis. Our overall risk management

process is outlined from page 73 and

extreme weather and climate-related natural

disasters are referenced within Environmental,

social and governance risk, within the

Principal risks and uncertainties disclosure

from page 78. WPP has established risk

committees at Group level and across our

networks with the aim of ensuring oversight

and focus at both levels to review, monitor

and advise on risk and compliance issues,

and climate risk is on their agendas.

See page 73

2019:

first TCFD statement

We are an early adopter of

the recommendations from

the TCFD, publishing our

first disclosure in our 2018

Annual Report

2021:

release near-term carbon

reduction targets

We are the first company in our

sector to include emissions from

media placement and advertising

production in our near-term targets

2022:

cross-functional climate risk

review workshops

These include representatives from

corporate functions including

sustainability, finance, real estate, legal,

communications, procurement and crisis

management and business resilience,

resulting in enhanced risk descriptions

and the integration of a risk about

delivering our carbon reduction targets

2025:

regulatory alignment

We will continue to align

our climate-related disclosures

with new reporting frameworks.

This includes the IFRS Sustainability

Standards and the Corporate

Sustainability Reporting Directive

EVOLUTION OF OUR CLIMATE-RELATED DISCLOSURES

2023:

Transition Plan operational

risk assessment

Potential delivery risks associated

with our carbon reduction targets

assessed to support the development

of our Transition Plan

2024:

double materiality assessment

Climate change is considered as part of our

double materiality assessment. The risks

and opportunities in this statement are

updated to ensure alignment

49WPP ANNUAL REPORT 2024

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KEY Risk Opportunity Short-term Medium-term Long-term

WPP’S CLIMATE-RELATED RISKS AND OPPORTUNITIES

RISK OR OPPORTUNITY

POTENTIAL IMPACT AND RESILIENCE

MANAGEMENT

HIGH-CARBON

SCENARIO

LOW-CARBON

SCENARIO

VERY LOW-CARBON

SCENARIO

PHYSICAL RISKS AND OPPORTUNITIES

Increased frequency of extreme weather and climate-related natural disasters

Area of potential impact:

Expenditure

Link to Principal Risks: see

'environmental, social and

governance' on page 85

Includes chronic and acute

extreme weather which can

damage our buildings and

our employees’ homes,

jeopardise the safety and

wellbeing of our people and

has the potential to disrupt

our operations. We consider

this risk relevant to all

operations, however certain

geographies are more

exposed (eg coastal cities

including Chennai, New York,

Miami, Mumbai, and Shanghai)

We are currently unable to

fully isolate the impact of

climate change from other

drivers and therefore do not

publish a quantified value

Key assumptions: The physical impacts of climate change are broadly consistent across all

three scenarios considered and start to differentiate after 2050 (in line with the RCP and

SSP narratives). We are already experiencing increased exposure to extreme weather events

Impact: As the longer-term physical impacts of climate change increase, we have assumed

that WPP’s campuses, business continuity procedures and employee support systems

would require some additional investment above inflation to ensure continuity, minimise

risk to infrastructure and, more critically, our people. We would also need to diversify these

programmes to respond to increased climate-related migration, for example supporting

our people through relocations

Crisis management and

business resilience (see page

85): Provides global standards

for operational resilience;

strategy, governance, policy,

resources and training assets

to better plan for and respond

to crisis events of all types and

at all degrees of scale

Campuses (see page 33):

Our campus programme

enables centralisation of

emergency preparedness,

incident response and business

continuity procedures

Employee Assistance

Programme (see page 44):

Is activated in response to

climate-related extreme

weather events

Supporting colleagues

(see page 59): We provide

support for colleagues affected

by natural disasters

CLIMATE SCENARIOS

Details of the assumptions applied under each scenario are included against each risk and opportunity. These scenarios were selected to

cover a range of potential scenarios exploring how climate change could impact the business. We have used the Intergovernmental Panel

on Climate Change (IPCC) Representative Concentration Pathways (RCPs) to provide inputs and assumptions regarding decarbonisation

trajectories and physical impacts. The IPCC Shared Socioeconomic Pathways (SSPs) are used to provide social, economic and political inputs

and assumptions.

Description High-carbon (more than 4

C) Low-carbon (less than 2

C) Very low-carbon (less than 1.5

RCP alignment RCP 8.5 - business as usual,

4-degree Celsius

RCP 2.6 - acceptable limit

2-degree Celsius

RCP 1.9 - net zero transition

1.5-degree Celsius

IPCC SSP alignment SSP4 - a road divided SSP2 - middle of the road SSP1 - the green road

TIME HORIZONS

Time horizon Time period Internal time horizon alignment

Short-term

2024-2025 Annual reporting period

Medium-term

2025-2027 Scope 1 and 2 science-based reduction target (2025) and Transformation Programme (2027)

Long-term

2028-2030 Scope 3 science-based reduction target (2030)

The long-term time horizon exceeds the period included in current financial planning, which covers a three-year time period

TASK FORCE ON CLIMATE-RELATED

FINANCIAL DISCLOSURES STATEMENT CONTINUED

STRATEGIC REPORT SUSTAINABILITY

WPP ANNUAL REPORT 2024

KEY Risk Opportunity Short-term Medium-term Long-term

RISK OR OPPORTUNITY

POTENTIAL IMPACT AND RESILIENCE

MANAGEMENT

HIGH-CARBON

SCENARIO

LOW-CARBON

SCENARIO

VERY LOW-CARBON

SCENARIO

TRANSITION RISKS AND OPPORTUNITIES

Delivering carbon reduction commitments

Area of potential impact:

Expenditure

Link to Principal Risks: see

'environmental, social and

governance' on page 85

Delivering WPP’s Scope 3

carbon reduction targets

depends upon the adoption

of new technologies (some

of which have not yet been

conceived or created) and

business model innovations

across the supply chain.

We consider this risk relevant

to all geographies, however

it is more observable for

operations with larger

associated carbon emissions

(eg media and production)

We are currently unable

to fully isolate the costs

associated with our

Transition Plan from

other non-sustainability

programmes and

therefore do not publish

a quantified value

Key assumptions: Policy

support would be limited

and market-based solutions

prioritised. There would

be limited regulation and

reporting standards specific

to our sector, eg around

green claims and carbon-

based products. Clients,

consumers and existing

commitments would drive

decarbonisation

Potential impact: Increased

investment would be

required in building

renovation, electrification

and supplier engagement

to meet targets, including

developing internal ESG

capacity and capabilities.

Likely increase in the cost

of carbon removals required

to meet our carbon

reduction targets

Key assumptions: Policy

support would be limited to

markets currently advancing

policy. This includes the EU

and includes sector-specific

requirements. Market-based

solutions would still feature

heavily. Increased policy

action would embolden

client and consumer

expectations, resulting

in wider calls for

decarbonisation

Potential impact: Markets

with less policy support

and regulation may require

additional expenditure to

meet targets. Moderate

demand-led increase in

market price per tonne of

carbon removals required

to meet our carbon

reduction targets

Key assumptions: Policy

support would be

widespread, accelerating

progress towards net zero

across our value chain.

Market-based solutions still

utilised. Increased policy

action would embolden

client and consumer

expectations, substantially

accelerating the required

pace of change

Potential impact: Policy

support would accelerate

the pace of change, reducing

investment required to

deliver targets. More rapid

decarbonisation would

reduce pressure on the

carbon removals market,

and reduce overall cost

associated with meeting our

carbon reduction targets

Our transition plan (see

'Planet' on pages 45 and 46):

In 2021, we set near-term

science-based targets to

reduce our greenhouse gas

emissions in line with limiting

global warming to 1.5°C above

pre-industrial levels. Our

Transition Plan will address

how we are managing the

implementation of our carbon

reduction commitments

Changes in regulation and reporting standards

Area of potential impact:

Expenditure

Link to Principal Risks: see

'environmental, social and

governance' on page 85

WPP could be subject to

increased costs to comply

with potential future

changes in environmental

laws and regulations and

increasing carbon offset

pricing to meet its climate

commitments. Carbon

emission accounting for

marketing and media is in its

infancy and methodologies

continue to evolve. This is

particularly the case for

emissions associated with

digital media

We are currently unable to

isolate the impact of climate

change from other drivers

and therefore do not publish

a quantified value

Key assumptions: No new

disclosure standards and

reporting requirements

emerge. A lack of ESG

reporting regulation and

standards could lead to

mistrust of corporate

carbon emissions data,

climate commitments

and the advertising of

sustainable products and

services among consumers

and clients

Potential impact: Current

resourcing levels would

continue to meet

reporting obligations

Key assumptions: Emerging

disclosure standards and

reporting requirements in

markets currently enacting

legislation come into effect

Potential impact:

Additional investment in

internal capability building

(managed at a global level),

data capture, reporting

and assurance would be

required to meet the needs

of legislation, including in

the UK, US and EU where

legislation addressing ESG

reporting is currently

being enacted

Key assumptions: Disclosure

standards and reporting

requirements cover most

major geographies and

advance beyond what

is currently in place.

This includes the expansion

of reporting requirements

specific to the advertising

sector - eg relating to the

emissions facilitated through

the sale of products

and services

Potential impact: Further

additional investment in

internal capability building

(with localised expertise to

support local compliance),

data capture, reporting

and assurance would be

required to meet the needs

of this legislation

ESG reporting (page 36): We

are monitoring developments

in legislation relating to ESG

reporting and the regulation

of environmental claims, and

investing in internal capability

building in response

Work with integrity (page 56):

Our Green Claims Guide is

informed by guidance from

regulators and complemented

by a legal toolkit that has been

incorporated into our legal

clearance process

Offsetting (page 46): Our

Environment Policy covers how

we manage the cost and quality

of carbon credits purchased

to offset emissions we cannot

remove. We continue to

develop our offsetting strategy

as part of our Transition Plan

WPP’S CLIMATE-RELATED RISKS AND OPPORTUNITIES CONTINUED

51WPP ANNUAL REPORT 2024

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KEY Risk Opportunity Short-term Medium-term Long-term

RISK OR OPPORTUNITY

POTENTIAL IMPACT AND RESILIENCE

MANAGEMENT

HIGH-CARBON

SCENARIO

LOW-CARBON

SCENARIO

VERY LOW-CARBON

SCENARIO

Increased demand for sustainable products and services

Area of potential impact:

Revenue

Link to Principal Risks: N/A

Opportunity to grow

revenues from products

and services which support

clients as they seek to

decarbonise their businesses.

This may include developing

low carbon marketing, media

and ecommerce services,

developing sustainability-

focused brand strategies and

promoting sustainable

consumption to consumers

This opportunity is relevant

globally. We have not yet

quantified the scale of this

opportunity due to the

availability of data

Key assumptions: Under

this scenario we have

assumed that, while some

clients and consumers will

seek sustainable products

and services, the overall

rise in demand is limited

Potential impact: The

overall impact on Group-

level financial planning

processes would be limited

Key assumptions: Growth

in demand would be steady,

and revenue generated from

sustainable products and

services by 2030 would be

material with some markets

and services seeing more

growth than others

Potential impact: Budgets

and cash flow forecasts

would likely reflect an

investment in sustainability-

related skills, as well as new

sustainable product and

service offerings

Key assumptions: Growth

in demand would be rapid,

and sustainable products

and services would make

up a significant proportion

of revenues by 2030

across most markets

and service offerings

Potential impact: Budgets

and cash flow forecasts

would reflect the required

investment to meet the

opportunity. Significantly

increased investment in

employee capability

required, and growth

through acquisition may

be needed to meet demand.

Innovation and investment

in new products and services

would be extensive

Our approach to sustainability

(pages 40 and 41): Outlines our

commitment to developing

products and services which

enable our clients to adopt

leadership positions on climate

change and exceed the

expectations of consumers

Media

decarbonisation (page 46):

In 2024, GroupM piloted new

ways to estimate, optimise and

reduce emissions associated

with media placement

Advertising production

(page 46): We continue to

invest in generative AI and

virtual production technologies

that allow for more efficient

ways of generating content

Achieving resource efficiencies through cutting our carbon footprint and improving energy efficiency

Area of potential impact:

Avoided expenditure

Link to Principal Risks: N/A

Through carbon reduction

initiatives we have the

opportunity to decrease the

costs associated with energy

use and limit increased costs

associated with carbon

taxation. This relates both

to our buildings, and to

energy-intense activities

such as data storage. This

opportunity is relevant

globally

We are currently unable to

isolate the impact of climate

change from other variables

and therefore do not publish

a quantified range of impact

Key assumptions:

Policy support for

decarbonisation would

be limited, placing the

burden for decarbonisation

on private sector funding

Potential impact: Our

investment in our carbon

reduction strategy would

still achieve resource

efficiencies. However,

some decarbonisation

opportunities, including

technology-based solutions,

may not be available without

a supportive policy

environment, lowering the

impact of this opportunity.

This may increase our

overall expenditure on

carbon removals and offsets

required to meet our climate

commitments

Key assumptions: A greater level of policy support for

decarbonisation would widen the pool of opportunities

available to WPP. This includes greater proliferation of

electrified buildings, greater availability of electric vehicles

and greater innovation in value chain solutions. This would

accelerate the overall rate at which WPP could decarbonise

our operations and value chain

Potential impact: The greater availability of decarbonisation

options would accelerate the overall rate at which WPP

could decarbonise our operations and value chain. Overall,

this would lower our reliance on removal-based offsetting

and reduce the cost associated with meeting our climate

commitments

Our Transition Plan (see 'Planet'

on pages 45 and 46): In 2021,

we set near-term science-based

targets to reduce our

greenhouse gas emissions

in line with limiting global

warming to 1.5°C above

pre-industrial levels. Our

Transition Plan will address

how we are managing the

implementation of our carbon

reduction commitments

WPP’S CLIMATE-RELATED RISKS AND OPPORTUNITIES CONTINUED

TASK FORCE ON CLIMATE-RELATED

FINANCIAL DISCLOSURES STATEMENT CONTINUED

STRATEGIC REPORT SUSTAINABILITY

WPP ANNUAL REPORT 2024

KEY Risk Opportunity Short-term Medium-term Long-term

RISK OR OPPORTUNITY

POTENTIAL IMPACT AND RESILIENCE

MANAGEMENT

HIGH-CARBON

SCENARIO

LOW-CARBON

SCENARIO

VERY LOW-CARBON

SCENARIO

Increased reputational risk associated with misrepresenting environmental claims in marketing and advertising content

Area of potential impact:

Fines, Revenue

Link to Principal Risks: see

'environmental, social and

governance' on page 85

Businesses and brands are

seeing continued scrutiny

of their role in driving

consumption. Our clients seek

expert partners who can give

recommendations that take

into account stakeholder

concerns around climate

change. This risk is globally

relevant, but in the short-term

is greater in geographies

with existing or emerging

regulation (Australia, EU,

US and UK)

We are currently unable to

isolate the impact of climate

change from other variables

and therefore do not publish

a quantified range of impact

Key assumptions:

Government regulation of

environmental advertising

and marketing claims would

likely be limited. There is

little risk of litigation

Potential impact: The risk

of fines or revenue losses

is negligible under this

scenario. We would

continue to invest in

training to support credible

environmental claims to

respond to consumer and

client concerns around

credibility. As government

regulation of environmental

advertising and marketing

claims has been enacted

in geographies including

Australia, EU and the UK,

we no longer consider

this scenario as relevant

Key assumptions:

Government regulation of

environmental advertising

and marketing claims is likely

to be centred on markets

already advancing climate

policy, in addition to

consumer and client concern

around credibility. This

includes the EU. The risk of

litigation increases in those

markets

Potential impact: Increased

investment in training and

capability would be required

to ensure advertising and

marketing content is

compliant

Key assumptions:

Government regulation of

environmental advertising

and marketing claims would

likely be widespread, in

addition to a significant

rise in consumer and client

concern around credibility.

There would be widespread

risk of litigation and the

potential for revenue losses

should our reputation for

credibility be jeopardised

Potential impact:

Investment in localised

training and capability

would be required to ensure

advertising and marketing

content is compliant

Policies, procedures and

culture (pages 74-76):

The misrepresentation of

environmental issues is

governed by our Code

of Conduct

Work with integrity (page 56):

We continue to develop and

implement internal tools,

including our Green Claims

Guide, to help our people make

effective environmental claims

which are not misleading in any

way

Accepting new assignments

(page 56): Our Assignment

Acceptance Policy and

Framework provides guidance

on how to conduct due

diligence in relation to clients

and any work we are asked

to undertake

Increased reputational risk associated with working on client briefs perceived to be environmentally detrimental

Area of potential impact:

Revenue

Link to Principal Risks: see

'environmental, social and

governance' on page 85

WPP serves some clients

whose business models are

under increased scrutiny, for

example energy companies

or associated industry groups

who are at different stages

of the decarbonisation

process. This creates both

a reputational and related

financial risk for WPP if we

are not rigorous in our content

standards as we grow our

sustainability related services

We are currently unable to

isolate the impact of climate

change from other variables

and therefore do not publish

a quantified range of impact

Key assumptions:

Government regulation of

environmental advertising

and marketing claims is

limited. There is little risk

of litigation

Potential impact:

We continue to develop

training to support credible

environmental claims to

respond to consumer and

client concerns around

credibility

Key assumptions:

Government regulation in a

limited number of markets

could outline definitions of

high-carbon products or

services that cannot be

advertised, but this is

restricted to the most

carbon-intense instances.

The risk of litigation

increases in those markets

Potential impact:

There is likely to be an

increased risk associated

with working on client

briefs perceived to be

environmentally detrimental.

Increased investment in

training and capability

is required to ensure

advertising and marketing

content is compliant

Key assumptions:

Government regulation

in a wide number of markets

may outline definitions of

high-carbon products or

services that cannot be

advertised and this covers

a wider number of instances

Potential impact:

There is widespread risk of

litigation and the potential

for revenue losses should our

reputation for credibility be

jeopardised. There is an

observable increased risk

associated with working on

client briefs perceived to be

environmentally detrimental.

Investment in localised

training and capability

would be required to ensure

advertising and marketing

content is compliant

Accepting new assignments

(page 56): Our Assignment

Acceptance Policy and

Framework provides guidance

on how to conduct due

diligence in relation to clients

and any work we are asked

to undertake

WPP’S CLIMATE-RELATED RISKS AND OPPORTUNITIES CONTINUED

53WPP ANNUAL REPORT 2024

TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES STATEMENT SUSTAINABILITY STRATEGIC REPORT

KEY Target Metric

METRICS AND TARGETS

Metrics and targets are used by WPP to assess and manage our climate-related risks and opportunities. As part of the process of preparing

this disclosure, we have considered the metrics set out by the TCFD in tables A1.1, A1.2 and A2.1 of the TCFD recommendations.

WPP RISK OR OPPORTUNITY TCFD CATEGORY INTERNAL TIME HORIZON ALIGNMENT FURTHER DETAIL

Increased frequency of extreme

weather and climate-related

natural disasters

Physical risks 13% of headcount located in countries at 'extreme'

exposure to the physical impacts of climate change

in the next 30 years (2023: 12%)

Our campuses (page 33)

Changes in regulation and

reporting standards

Transition risks Recalculate our baseline carbon emissions in line with

SBTi guidelines, as required every five years

Evolving our environmental

disclosures (page 46)

Delivering carbon reduction

commitments

Greenhouse

gas emissions

Reducing absolute Scope 1 and 2 emissions by 84% by

2025 and absolute Scope 3 emissions - including media

buying - by 50% by 2030, both from a 2019 base year

Our climate strategy

(page 45)

Offset residual emissions to reach net zero in our own

operations (Scope 1 and 2) by 2025 and across our

supply chain (Scope 3) by 2030

Our climate strategy

(page 45)

Sourcing 100% of our electricity from renewable

sources by 2025

Reducing Scope 1 and 2

emissions (page 45)

Absolute Scope 1 and Scope 2 emissions Carbon emissions statement

(page 55)

Scope 1 and 2 carbon emissions per person and

per unit of revenue

Carbon emissions statement

(page 55)

Scope 3 carbon emissions Reducing Scope 3 emissions

(page 45 and 46)

WPP CDP Disclosure 2024

(see wpp.com/

sustainabilityreport2024)

93% electricity purchased from renewable sources

(2023: 88%)

Operational emissions

(page 45)

Capital

deployment

Updated environmental and social metrics linked to the

margin of WPP's revolving credit facility (February 2025)

Sustainability (page 37)

Remuneration Integration of performance on Scope 1 and 2 carbon

reduction targets in executive remuneration

Compensation, succession

and evaluation (from

page 119)

Internal carbon

prices

£6.88 per tCO

e associated with business air travel

recharged to WPP agencies (2023: £6.93 per tCO

Offsetting (page 46)

Increased demand for sustainable

products and services

Climate-related

opportunities

82% of our top 50 clients have set or committed to set

science-based carbon reduction targets (2023: 82%)

Supporting clients' emissions

reduction (page 46)

Achieving resource efficiencies

through cutting our carbon footprint

and improving energy efficiency

Climate-related

opportunities

Sourcing 100% of our electricity from renewable

sources by 2025

Reducing Scope 1 and 2

emissions (page 45)

Increased reputational risk

associated with misrepresenting

environmental claims in marketing

and advertising content

Transition risks Expand the delivery of Green Claims training, with focus

on potentially higher-risk and higher-emissions sectors

Work with integrity (page 56)

Increased reputational risk

associated with working on

client briefs perceived to be

environmentally detrimental

Transition risks

Selected metrics marked with this symbol have been subject to independent limited assurance procedures by PricewaterhouseCoopers LLP (PwC) for the year ended 31 December 2024.

For PwC’s 2024 Limited Assurance Report and the WPPSustainability Reporting Criteria 2024, see wpp.com/sustainabilityreport2024

TASK FORCE ON CLIMATE-RELATED

FINANCIAL DISCLOSURES STATEMENT CONTINUED

STRATEGIC REPORT SUSTAINABILITY

WPP ANNUAL REPORT 2024

EMISSIONS AND ENERGY

1,2

e EMISSIONS BREAKDOWN (TONNES/ENERGY (MWh)

2024 2023 2022

BASE

YEAR

2019

Emissions source UK

Non-UK Total Total Total Total

Continuing operations

Energy

MWh

Tonnes

Energy

MWh

Tonnes

Energy

MWh

Tonnes

Scope 1

Natural gas 7,598 1,540 8,838 1,791 16,436 3,331 3,787 4,443 6,299

Diesel and heating oil 1 0 781 203 782 203 494 698 541

Company cars (centrally contracted) N/A 2 N/A 3,655 N/A 3,657 4,251 4,911

Sub-total Scope 1 7,599 1,542 9,619 5,649 17,218 7,191 8,532 10,052 18,175

Company cars (local contracts) N/A 10 N/A 2,427 N/A 2,438 2,822 4,054

Total Scope 1 7,599 1,552 9,619 8,076 17,218 9,629 11,354 14,106 25,015

Scope 2

Standard electricity (location-based) 0 0 10,370 4,585 10,370 4,585 7,969 10,431 56,421

Green and renewable electricity (location-based) 17, 51 4 3,626 119,023 45,411 136,536 49,037 45,937 41,558 27,324

Heat and steam 0 0 9,352 1,680 9,352 1,680 1,814 1,964 1,820

Total Scope 2 (location-based emissions) 17, 514 3,626 138,745 51,676 156,258 55,302 55,720 53,953 85,565

Standard electricity (market-based) 0 0 10,370 4,570 10,370 4,570 8,154 10,032 60,750

Green and renewable electricity (market-based) 17,514 0 119,023 0 136,536 0 0 0 0

Heat and steam 0 0 9,352 1,680 9,352 1,680 1,814 1,964 1,820

Total Scope 2 (market-based emissions) 17, 514 0 138,745 6,250 156,258 6,250 9,968 11,996 62,570

Total

Scope

1 and 2

Total Scope 1 and 2 (location-based) 25,113 5,178 148,364 59,752 173,476 64,931 67,074 68,059 110,580

Total Scope 1 and 2 (market-based) 25,113 1,552 148,364 14,326 173,376 15,879 21,322 26,102 87, 5 8 5

Scope 3

Business air travel (centrally contracted flights)

N/A N/A N/A

61,894 59,793 34,315

122,967

Business air travel (locally contracted and uplifted) 29,757 15,894 21,347

Total Scope 3 (business air travel) 91,651 75,687 55,662 122,967

WPP’S CARBON INTENSITY (TONNES OF CO

Intensity metric UK Non-UK Total 2023 2022 2019

Total

Scope

1 and 2

Tonnes per full-time employee (market-based) N/A 0.13 N/A 0.15 N/A 0.15 0.19 0.23 0.82

Tonnes per £m revenue (market-based) N/A N/A N/A N/A N/A 1.08 1.44 1.81 6.62

Scope 3 Tonnes per full-time employee N/A N/A N/A N/A N/A 0.85 0.67 0.48 1.15

Notes

Our carbon emissions statement has been prepared in accordance with the Greenhouse Gas Protocol and aligns with the Scope 2 market-based emissions methodology guidance. Our reporting

incorporates carbon dioxide equivalent emissions from building energy use, company cars and business air travel. Emissions data is included for all operations where WPP have control of the entity,

either through majority ownership of the equity share capital or through other facts and circumstances that lead to the conclusion that WPP has power over the investee

Additional information on our carbon emissions methodology is included in our 2024 Sustainability Report and WPP Sustainability Reporting Criteria 2024, see wpp.com/sustainabilityreport2024

In line with UK Streamlined Energy and Carbon Reporting (SECR) requirements, we have calculated our energy use and emissions for UK markets, showing in a separate column

Selected metrics marked with this symbol have been subject to independent limited assurance procedures by PricewaterhouseCoopers LLP (PwC) for the year ended 31 December 2024.

For PwC’s 2024 Limited Assurance Report and the WPPSustainability Reporting Criteria 2024, see wpp.com/sustainabilityreport2024

CARBON EMISSIONS STATEMENT

SUSTAINABILITY STRATEGIC REPORT

WPP ANNUAL REPORT 2024

ACCEPTING NEW ASSIGNMENTS

We have a process in place to review new

assignments and clients. Each of our agencies

has a global risk committee, chaired by its

respective CEO, to ensure that leadership

has a full understanding of the risks across

businesses and markets.

See Risk Governance Framework on page 73

WPP agencies are required to follow

our Assignment Acceptance Policy and

Framework when taking on new business.

This applies to all client sectors and provides

guidance on how to conduct additional due

diligence in relation to clients and any work

they are asked to undertake. It requires

various categories of work to be considered

by our agencies’ risk committees, or

escalated to WPP for review.

GREEN CLAIMS

WPP’s Green Claims Guide contains

principles and practical tips for making

effective green claims that are not misleading

in any way. In 2024 we continued to roll out

green claims training to clients and partners:

– WPP and Burson ran a client event on

the EU Green Claims Directive with

the EU Commission, including green

claims training with clients and partners,

and a deep dive into what the Directive

means for brands

– We ran tailored training for potentially

higher-risk and higher-emissions clients

across consumer goods, retail, energy

and financial services

A significant amount of our work supports

clients’ efforts to achieve societal outcomes

that respond to changing consumer

expectations and drive growth in an

economy in transition.

We help clients deliver work that is creative,

credible and actionable, whether through

strategic expertise in sustainability, low-

carbon production and media distribution,

products and services that are sustainable

by design, or work that drives consumer

behaviour towards a more sustainable future.

For example, at the 2024 Super Bowl, VML

and Mindshare introduced Mayo Cat, inspiring

people to use Hellmann’s mayonnaise to

revitalise leftover food. Hellmann's Big Game

campaigns are helping change consumer

attitudes to food waste, resulting in

a 24.4% increase in #MakeTasteNotWaste

conversations on social media over the

last four years.

WORK WITH INTEGRITY

We are committed to honesty and integrity

in our work. We adhere to the highest

regulatory standards and we will not

undertake assignments that are intended

or designed to mislead or deceive. We work

hard to maintain strong compliance in areas

including ethics, human rights, privacy and

data security. These are covered in our Code

of Business Conduct and mandatory online

ethics training. Our agencies are required to

comply with copy-checking and clearance

processes with our legal teams before

publication of their work.

– We translated our green claims training

into e-learning as part of our new

Sustainability Academy, meaning this

is now accessible to everyone at WPP

on demand

WPP SUSTAINABILITY ACADEMY

In September we launched WPP’s

Sustainability Academy, part of our Future

Readiness Academies, to equip our people

with the skills and confidence to tackle

sustainability challenges and deliver smart,

sustainable solutions that help clients

address their own sustainability priorities

and impacts. Featuring interactive modules

and live masterclasses offering best practice,

insights and practical tips, the Academy helps

foster bold, creative thinking to help support

clients as they navigate sustainability issues.

SUSTAINABLE INNOVATION

We continue to create innovative, impactful

campaigns that are sustainable by design,

and that help clients deliver on their own

commitments, access new consumer

markets and respond to evolving consumer

and stakeholder expectations.

For example, VML worked with Ford to

design the world’s first seat belt accessory

to keep breast cancer patients safe after

a mastectomy. Ford, a global leader in

automotive safety and sustainability,

recognised an opportunity to make a

meaningful impact with SupportBelt,

developed with the input of patients, doctors,

engineers and designers to ensure comfort

and safety for post-operative women.

See more in the Clients section of our

2024 Sustainability Report

CLIENTS

We work for and with clients

to bring about change

CAMPAIGN AD NET ZERO

AWARDS

We were proud to win four awards

at the 2024 Campaign Ad Net Zero

Awards, which recognise organisations

driving behaviour change for a more

sustainable future.

VANISHING EMAILS

The energy used to store

promotional emails on servers

generates 3,200 tCO

e a day.

Vanishing Emails, a new tool

Services and created by VML

in partnership with Slalom,

deletes outdated promotional

emails to reduce the carbon

footprint of people’s inboxes.

As a result, over 200 billion

promotional emails were

deleted in the first year.

STRATEGIC REPORT SUSTAINABILITY

WPP ANNUAL REPORT 2024

USING AI SAFELY

We are dedicated to employing systems

that align with fundamental principles in

the responsible development and use of AI.

All AI models and platforms used by WPP

are reviewed by a multidisciplinary team

to assess them from a legal, ethical and

technical perspective. We have been

training WPP people since 2019 to ensure

they use AI responsibly and effectively,

taking into account the use of personal

data, privacy and intellectual property (IP)

laws, and confidentiality.

In 2024 we continued to develop and

enhance our AI governance approach,

further updating our policies and

establishing our AI-vendor review process.

In addition to our Generative AI Principles,

in 2024 we published our AI Principles,

acknowledging our broader use of AI and

with it our responsibility to understand,

monitor and evaluate this evolving

technology on an ongoing basis.

AI GOVERNANCE

We established a Generative AI Governance

Committee to oversee the application,

adoption and risks associated with AI across

WPP. This Committee includes the CEO,

CTO and Chief Privacy Officer and other

senior stakeholders in the business with

responsibility for the safe and responsible

use of AI within the Company.

The Committee has carried out a risk

assessment, which can be found on page 79

AI AND SUSTAINABILITY

We are committed to better understanding

and managing the environmental impacts

of AI, exploring ways to improve energy

efficiency in the design and development

of our new AI-enabled technologies and

products. And we partner with some of the

most advanced technology providers in the

world who are prioritising their own emissions

reduction and sustainability strategies.

Efficiencies unlocked by AI are amplified

through scale. We encourage the adoption

of AI across our workforce. For example,

our Future Readiness Academies equip our

people with the knowledge and skills to

navigate the complexities of AI and use

it responsibly, ethically and efficiently.

WORKING WITH INDUSTRY

WPP welcomes government guidance and

regulatory frameworks that set guardrails

for responsible stewardship of AI, data and

technology, while recognising the need to

highlight the possibilities they offer. Through

active engagement with industry bodies

including the Advertising Association in the

UK and the Network Advertising Initiative in

the US, we are able to monitor and influence

the changing regulatory landscape.

A transparent and accountable approach

to data, privacy and AI is important for

clients, consumers and WPP. We go beyond

the legal minimum to maintain the highest

ethical standards.

OUR APPROACH TO DATA

We have well-established and robust

governance in place for data privacy and

risk management. A continued focus on

privacy-enhancing technologies in adtech,

evolving data privacy laws and increased

regulation mean adaptation and agility

are key tenets of our approach.

Advertising should respect privacy while

delivering exceptional value for consumers

and advertisers. That’s why Choreograph,

our data company was specifically designed

to help clients get more out of their data

while taking an ethical approach.

In 2023, GroupM and Google Chrome

launched a global initiative focused on

Privacy Sandbox technologies. We remain

committed to collaborating closely with

our partners, including Google, on the

development and refinement of these

technologies. This ongoing collaboration

will enable us to provide our clients with

innovative and sustainable advertising

strategies that drive continued success

while respecting user privacy.

A strong approach to governance,

privacy and security

PRIVACY AND SECURITY

We have strong systems in place to ensure

privacy and security for ourselves, our

clients and our suppliers.

– The Risk Subcommittee regularly reviews

and monitors our data ethics, privacy

and security risk, as well as our approach

to regulatory and legal compliance

– Our Chief Privacy Officer leads our

work on privacy, supported by our Data

Protection Officer. Alongside the WPP

privacy team, they provide practical

support to our agencies, promote best

practices and ensure that privacy risks

are well understood

– The WPP Data Privacy and Security

Charter (reviewed and updated

throughout the year) sets out core

principles for responsible data

management through our Data Code

of Conduct, our technology, privacy

and social media policies, and our

security standards

– Safer Data training, which includes

content on data protection, security

and privacy, must be completed by all

new and current employees, as well

as consultants. Throughout the year,

agency and subject matter-specific

training is provided across WPP.

This has included sessions focused

on new regulations such as the Digital

Personal Data Protection Act in India

– Our privacy teams establish direct

relationships with their client

counterparts to ensure engagement

and alignment, as well as organising

training across WPP and client teams

– Our annual Data Health Checker provides

insight into how data is used, stored and

transferred and helps us to identify any

parts of the business that need further

support. In 2024, the average risk score

was 1.56 (2023: 1.61), where five indicates

maximum risk

AI AND DATA ETHICS,

PRIVACY AND SECURITY

SUSTAINABILITY STRATEGIC REPORT

WPP ANNUAL REPORT 2024

COMMUNITIES

In India, our multi-award-winning WPP

India Foundation is transforming the lives

and livelihoods of young people and their

families through a targeted programme

of interventions. The Foundation, which

is both a grant-giving and employee

volunteering platform, aims to increase

secondary school retention, improve

learning outcomes, and enhance job

readiness with a focus on digital and

creative transformation skills.

In Australia, we released our Innovate

Reconciliation Action Plan, the second

plan to be endorsed and accredited by

Reconciliation Australia. The new two-year

plan will help enhance the way WPP builds

First Nations cultural thinking into our client

offering, as well as outlining our commitments

across five key pillars to ensure we are

supporting First Nations communities.

In February this year, to mark Black History

Month, we announced a new collaboration

with Realize the Dream, the non-profit

founded by Martin Luther King III. WPP

agencies will use their capabilities to

support the aim of achieving 100 million

hours of community service by the

100th anniversary of Dr King's birthday.

We believe that good communications

can help bring about shifts in attitudes

and behaviour.

We help amplify the impact of charities

and non-governmental organisations by

providing marketing and creative services,

often on a pro bono basis.

This work is mutually rewarding and often

worth more than an equivalent cash donation,

helping to improve fundraising efforts, recruit

new members, change behaviour or achieve

campaign goals. It also gives WPP people

the chance to work on fulfilling, impactful

and sometimes award-winning campaigns

that build their skills and raise the profile

of our agencies.

SUPPORTING OUR COMMUNITIES

We encourage our people to use their

creativity and expertise to contribute

to issues they are passionate about.

We have a long tradition of pro bono work

covering a range of issues from the arts

to conservation, health and human rights.

Our established Foundations and active

network of Green Teams around the world

provide a platform for people to act.

We use our skills, scale and voice

to support healthy communities

EARTH DAY 2024

To celebrate Earth Day 2024, our

Green Teams brought people together

across 34 WPP campuses and online

to learn, share and engage in more

than 120 activities aimed at making a

positive impact on local environments:

– In Atlanta, volunteers completed a litter

pick in Grand Park

– Beijing hosted a week of activities

focused on ‘turning waste into treasure’

– Berlin launched a mobile phone

recycling scheme in partnership with

Deutsche Telekom

– Dubai hosted a beach cleaning day with

a session on mitigating marine waste

– Other activities included tree planting,

cleaning up local waterways, community

gardening, preloved swap shops and

much more

VML FOUNDATION CELEBRATES

20 YEARS OF GIVING

One day a year for the past 20 years,

VML has closed its offices worldwide

and asked its employees to spend

the day volunteering for local causes

instead of working. Since the initiative

began, VML has collectively supported

more than 250 non-profit causes.

The VML Foundation surpassed

$3.2 million in charitable donations in

2024, as well as supporting pro bono

services for non-profits, year-long

volunteer opportunities, disaster

relief efforts and more.

STRATEGIC REPORT SUSTAINABILITY

WPP ANNUAL REPORT 2024

LIFE-CHANGING CLIENT WORK

We are proud to deploy our creativity to

rethink the status quo. In 2024, campaigns

included Grey’s Sightwalks for Sol Cements,

which helped visually impaired people

navigate city streets guided by tactile

pavements. The campaign was hailed as

a breakthrough in inclusive design and

won eight Cannes Lions.

Filter Caps by Ogilvy, which co-developed

biodegradable filter caps for water bottles,

helped deliver safe water to vulnerable

communities across Colombia, and was

named one of TIME magazine’s best

inventions of 2024.

And AKQA's Sounds Right, in partnership

with Spotify, was a world-first initiative

that allowed artists to credit nature so

that royalties from natural sounds can

fund conservation projects.

PROMOTING INCLUSION

AND BELONGING

We continue to invest in programmes

to promote inclusion and a culture of

belonging. These include some of the

initiatives that received funding through

our three-year Racial Equity Programme,

which concluded in 2024, to invest

$30 million in inclusion programmes

and supporting external organisations.

For example, for the second year running

we partnered with The One Club for

Creativity to launch One School UK, a free

16-week portfolio school for Black creatives.

This programme supports emerging talent

by breaking down barriers to entry in the

creative industries, building a more diverse

talent pipeline for the future.

SUPPORTING OUR COLLEAGUES

In 2024 we supported our communities

around the world affected by war and

natural disasters. For colleagues based

in Lebanon and Israel, we provided direct

assistance as soon as conflict broke out

including an emergency financial fund and

help for people moving to safety.

After severe flooding in Brazil, we provided

support to 50 displaced employees that

included hardship allowances and access

to emergency medical aid. And in the

wake of the California wildfires, during

which 47 WPP employees were evacuated,

we put in place emergency provisions

including medical insurance and funds

to cover temporary accommodation.

WHAT WE GAVE IN 2024

PRO BONO WORK

(£m)

CASH DONATIONS

(£m)

COMBINED SOCIAL INVESTMENT

(£m)

WPP media agencies negotiated

free media space worth £17.8 million

on behalf of pro bono clients

(2023: £19.5 million).

Our combined social investment as

a proportion of profit before tax was

0.9% (2023: 0.8%).

£26.9m

total social contribution

(2023: £32.1 million)

Our total social contribution, taking

into account cash donations, pro bono

work, in kind contributions and free

media space was £26.9 million

(2023: £32.1 million).

See more in the Communities section

of our 2024 Sustainability Report

9.0

2024

2023

4.6

3.6

2024

2023

4.5

12.6

2024

2023

9.1

Scan the

QR code

WAITING TO LIVE

CLIENT:

NHS BLOOD &

TRANSPLANT

AGENCY:

VML

Poignantly highlighting the

unseen wait for child organ

transplants in the UK

SUSTAINABILITY STRATEGIC REPORT

WPP ANNUAL REPORT 2024

COMMUNITIES

PUBLIC POLICY

Business can make a valuable contribution

to the public policy debate

To protect the public interest, it is

important that we conduct all lobbying

with integrity and transparency.

Most of our public policy work is carried out

for clients by our public affairs businesses,

including lobbying public officials and

influencing public opinion. We also advocate

on issues that affect our business, people

and wider stakeholders.

Our agencies engaged in public affairs

included Burson and FGS Global in 2024.

The majority of this work took place in the

US, UK and EU, although many clients are

multinational businesses operating in

many countries.

OUR STANDARDS

Our Code of Business Conduct and Political

Activities and Engagement Policy govern

our political activities. They commit us to

acting ethically in all aspects of our business

and to maintaining the highest standards

of honesty and integrity. Political activities

should be conducted legally, ethically and

transparently, and all related communication

should be honest, factual and accurate.

Our policies apply to all agencies and

employees, at all levels.

Our Group Chief Counsel has responsibility

for developing and implementing our

Political Activities and Engagement Policy

and public reporting procedures. Agency

CEOs and CFOs in each country or region

are responsible for implementing the

policy locally.

Any third parties conducting political

activities on behalf of WPP or our agencies

must comply with the policy. Third parties

are required to complete WPP mandatory

ethics training or equivalent within their

own organisations.

WPP agencies comply with all applicable

laws and regulations governing the disclosure

of public affairs activities. In the US, this

includes the Lobby Disclosure Act and the

Foreign Agent Registration Act, which are

designed to achieve transparency on client

representation and require lobbying firms to

they contact legislators or executive branch

personnel. A number of our agencies, and

WPP plc, are listed on the EU Transparency

Our agencies in the US whose sole or primary

business is lobbying have representatives

of both major political parties among

senior management.

Many of our agencies are members of

professional organisations and abide by

their codes of conduct. Examples include

the UK Association of Professional Political

Consultants and the European Public Affairs

Consultancies’ Association.

We will not undertake work that is intended

to mislead and always seek to identify the

underlying client before taking on work.

Our Assignment Acceptance Policy and

Framework provides guidance to our leaders

and people about how to conduct additional

due diligence in relation to clients and any

work we are asked to undertake.

See page 56

LOBBYING AND POLITICAL ADVOCACY

At times we directly contribute to the debate

on public policy issues relevant to our

business, people and wider stakeholders.

For example, we engaged with the UK

government on its AI regulatory framework

by hosting the AI Minister at a policy event

and providing insight into AI systems.

Additionally, we engaged extensively with

the Department for Business and Trade on

the 2035 Industrial Strategy. WPP is also

represented in the Professional Business

Services Council, which is co-chaired by a

UK minister. Where relevant, we contributed

to the public policy debate on other issues

such as the EU’s rules on green claims via a

client event with the European Commission

held in Brussels.

We also support clients’ advocacy on a

wide range of issues, through both pro bono

and paid work. Our agencies contribute to

public policy debate in areas where they

have expertise and a special interest, such

as privacy, data protection and AI issues.

WPP agencies must implement clear

procedures for employing serving or former

politicians, including a six-month 'cooling-off'

period for people joining WPP from public

office or the public sector.

POLITICAL CONTRIBUTIONS

WPP agencies are not permitted to make

direct cash donations. Other political

donations can only be made with the

prior written approval of a WPP Executive

Director. Donations must be reported to

WPP's legal function before they are made

to confirm they comply with this policy

and to obtain the necessary approvals.

POLITICAL ACTION COMMITTEES

In countries where it is consistent with

applicable law, individuals working at WPP

agencies may make personal voluntary

political contributions directly to candidates

for office. Burson also maintained political

action committees in 2024, which accept

voluntary donations from their people to

support political candidates and made

disbursements worth $48,610 (data from

fec.gov).

MEMBERSHIP OF TRADE ASSOCIATIONS

WPP and our agencies are members of

industry groups, business associations and

other membership organisations with robust

governance processes. WPP agencies must

nominate a senior manager to manage and

oversee trade association relationships.

We actively support initiatives and projects

that align with our values and priorities,

such as Ad Net Zero. This can help accelerate

progress across the industry. For example,

we are supportive of Ad Net Zero's work

to agree a consistent and transparent

methodology for calculating emissions

from media placement.

WPP’s memberships include: the American

Benefits Council, Business Disability Forum,

China-Britain Business Council, Institute of

Business Ethics, Living Wage Foundation,

Media Trust, RE100, UN Global Compact,

Unmind and The Valuable 500.

At a local level, our agencies are often

members of local advertising, PR, public

affairs and market research industry

associations, as well as national chambers

of commerce and business councils.

WPP disposed of FGS Global in December 2024

STRATEGIC REPORT SUSTAINABILITY

WPP ANNUAL REPORT 2024

SUPPLY NETWORK

The wide range of services we offer and

our organisational structure mean we

have to manage a complex and dynamic

supply chain.

We work with approximately 70,000

companies across our supply network.

Our suppliers fall into two main categories:

those providing goods and services such

as IT, telecommunications and travel, and

those used in client work such as production

and media.

In 2024 our responsible procurement team

continued to strengthen how we manage

environmental, social and governance issues

in our supply chain, focusing on supply chain

risk and Scope 3 decarbonisation.

We are committed to inclusion in our

purchasing lifecycle, both internally and

for the benefit of our clients.

SUPPLY CHAIN RISK

We continually review our supply chain risks

and carry out due diligence on our suppliers

to help us select suppliers that meet our

requirements when it comes to doing

business responsibly.

In 2024 we continued to evolve our

approach to supply chain risk assessments.

Key suppliers across each procurement

category have been assessed and we are

able to manage specific risks associated

with those suppliers. The next phase will

see us establish a framework for supplier

relationship management, which will include

risk management as an integral element.

Suppliers are asked to sign a copy of

WPP’s Code of Business Conduct, or prove

equivalence within their own policies as a

pre-condition to engagement to confirm

they will comply with its principles.

Our Code of Business Conduct requires

suppliers to apply similar standards to

companies within their own supply chains,

including evidencing social responsibility

and anti-discrimination in their cultures,

behaviours and attitudes.

WPP also includes a right-to-audit provision

in the supplier documentation and/or

standard terms and conditions of contract.

CARBON REDUCTION

We are committed to halving carbon

emissions across our supply chain by 2030,

from a 2019 baseline. We know that the

complex nature of our supply chain makes

this target ambitious, but it's one we are

determined to reach.

In 2023, we analysed our indirect suppliers’

carbon footprint in detail, identifying

those carbon strategic suppliers we can

engage with to help bring down emissions.

In 2024, we continued to strengthen our

understanding of supply chain emissions

and established a repeatable process for

mapping our suppliers’ carbon footprint.

We now know that just 138 suppliers

contribute 56% of our total indirect

purchased goods and services emissions.

We have assessed the maturity of these

suppliers’ emissions reduction plans and

embarked on an outreach and engagement

plan to collectively work towards

decarbonisation of our supply chain. This

will remain a priority in 2025 and beyond.

HUMAN RIGHTS

Respect for human rights is a fundamental

principle for WPP. In our business activities

we aim to prevent, identify and address

negative impacts on human rights.

We look for opportunities to promote and

support human rights, including children’s

rights, through our business activities and

in areas such as our pro bono work.

All WPP agencies must comply with our

Human Rights Policy Statement, which

reflects international standards and

principles including the UN Guiding

Principles on Business and Human Rights,

the International Labour Organization’s

Declaration on Fundamental Principles and

Rights at Work, and UNICEF’s Children’s

Rights and Business Principles.

Our most direct impact on human rights

is as a major employer. We recognise the

rights of our people, including those relating

to freedom of association and collective

bargaining, and do not tolerate harassment

or any form of forced, compulsory or

child labour.

We work with clients to manage any human

rights risks from marketing campaigns, for

example by protecting children’s rights in

relation to marketing. We will not undertake

work that is intended to mislead on human

rights or any other issue.

Our people can report concerns or suspected

cases of misconduct through our Right to

Speak facility (which is confidential and

allows for anonymity).

See Whistleblowing on page 75

MODERN SLAVERY

We do not tolerate any form of modern

slavery or human trafficking in any part

of our business or supply chain.

We recognise the prevalence of modern

slavery across all countries. Modern slavery

training is mandatory for all procurement

employees upon joining WPP.

To strengthen how we identify and manage

modern slavery risk in our indirect supply

chain, in 2024 we continued to work with

third-party service provider SlaveCheck

to explore how their 'collective intelligence'

model can help identify and flag potential

slavery risks or incidences within global

supply chains.

Our global supplier agreement includes a

specific clause relating to modern slavery

compliance. We reserve the right to terminate

a contract with any supplier found to breach

or fail to comply with any legislation relating

to modern slavery.

Our Modern Slavery Act statement is

approved by the Board on an annual basis.

Modern Slavery Act Transparency Statement,

wpp.com/modern-slavery-act-statement

Understanding our network of suppliers

SUSTAINABILITY STRATEGIC REPORT

WPP ANNUAL REPORT 2024

CHIEF FINANCIAL

OFFICER’S STATEMENT

THE EFFICIENCY INITIATIVES

WE ARE IMPLEMENTING WILL

SUPPORT OUR AMBITION TO

DELIVER MORE PROFITABLE

GROWTH OVER THE

MEDIUM-TERM, AS WELL

AS CONTINUED INVESTMENT

IN WPP OPEN, AI, DATA AND

OUR TALENT”

JOANNE WILSON

CHIEF FINANCIAL OFFICER

On a regional basis, these factors resulted

in like-for-like declines in North America, the

UK and Asia, which was only partially offset

by growth in Western Continental Europe.

Across our key client sectors, we delivered

mid-single-digit growth in CPG, our largest

client sector, with growth in automotive,

TME, financial services and travel and leisure.

This was offset by declines in healthcare and

retail, largely as a result of historical client

losses, and while technology client spending

declined low single-digit on a full-year basis,

we did, as expected, see a return to growth

in the second half of the year with sequential

improvement from Q3 into Q4.

STRONGER OPERATING MARGIN

Despite the softer top-line performance,

our headline operating margin increased

to 15.0%, up from 14.8% in 2023, a

0.2 percentage point improvement on

a reported basis and 0.4 percentage points

in constant currency terms.

STRUCTURAL COST SAVINGS

This margin improvement was driven

by strong progress on the realisation

of structural cost savings from the

strategic initiatives we undertook in 2024 –

the creation of Burson and VML and the

simplification of GroupM. I would like

to thank each of the teams involved for their

hard work in making these so successful.

Integral to our strategy over the past year

has been the imperative to execute more

efficiently, by unlocking structural and

other cost savings, improving our cash

conversion and investing for growth.

In 2024, we made good progress across

these areas: structural cost savings associated

with the creation of VML and Burson,

and the simplification of GroupM, are being

delivered ahead of plan; we improved our

cash conversion; and we are investing in

AI through WPP Open to transform how

we work, getting from ideas to results

more efficiently and effectively.

Our top-line performance was, however,

weaker than we expected at the start of

the year. Like-for-like revenue less pass-

through costs fell by 1.0% for the year, which

was at the low end of our revised guidance

shared during our half-year results. This was

driven by three factors that impacted our

performance throughout the year – historical

client assignment losses, a more challenging

trading environment in China and weaker

project-based spending.

The impact from these factors was most

evident in our integrated creative agencies.

Partly offsetting this, we delivered growth

at GroupM, our media planning and

buying business, and Hogarth, our

production agency.

As a result of these actions, we are now

a simpler company with fewer brands and

more streamlined back office support, able

to optimise our investments in client-facing

roles, in our capabilities and in our client

technology, providing a stronger foundation

for future growth. By way of example,

GroupM now operates on one global

technology platform, WPP Open Media

Studio, with common support functions

across all our media agencies.

These initiatives delivered in-year cost

savings of £85 million in 2024, equivalent

to 68% of the 2025 annualised saving of

£125 million, and ahead of our original plan

to deliver 40-50% of these savings in 2024.

MORE EFFICIENT BACK OFFICE

We also made good progress in our

back office efficiency programme across

enterprise technology, finance, procurement

and real estate.

We continued our enterprise resource

platform deployment, driving standardisation,

better and more timely commercial insights

and improved operational efficiency. We

rolled out Maconomy in certain markets

in Europe, Middle East, Africa and South

America, and will go live with Workday in VML

and Ogilvy in the UK in the first half of 2025.

More than 1,000 legacy servers were

decommissioned in 2024, with over 60% of

workloads now moved to the cloud. We also

invested in AI tools to be used across WPP,

including Microsoft Copilot, to improve our

efficiency across back office functions and

strengthen the capabilities of WPP Open

for our agencies.

Stronger margin and improved cash

conversion, despite top-line pressures

62 WPP ANNUAL REPORT 2024

STRATEGIC REPORT

Our first priority is to invest in our business

with a focus on WPP Open, AI and data. Cash

investment in 2024 was £250 million, focused

on enhancements to tools and functionality,

as well as the deployment of WPP Open

across our teams and roll-out to new and

existing clients.

We maintain a progressive dividend policy,

with a target payout ratio of around 40%

of headline earnings per share. For 2024 the

Board has recommended a flat final dividend

of 24.4p, giving a total dividend of 39.4p

for 2024, level with 2023 and representing

a cash return to shareholders of over

£420 million. This dividend will represent

a payout ratio of 45% of headline earnings

per share, slightly above our target level,

but consistent with the commitment

to a progressive dividend and reflecting

the Board’s confidence in future growth

and improving profitability.

The third leg of our capital allocation policy

is to invest in targeted M&A opportunities

that strengthen and accelerate our

capabilities in high-growth areas. In 2024,

we acquired New Commercial Arts, a

fast-growing independent creative agency,

which joined Ogilvy’s global creative

network to drive the agency’s momentum

in the UK market.

And finally, where we have excess cash

we will return it to shareholders, as we

have demonstrated in recent years.

Our capital allocation policy is underpinned

by the commitment to a strong, investment-

grade balance sheet, and in December 2024

we repurchased €599 million of bonds using

proceeds from the sale of FGS Global.

Our average adjusted net debt to headline

EBITDA ratio for 2024 was 1.80x. This is slightly

above our target range of 1.5-1.75x, reflecting

the timing of the completion of the disposal

of FGS Global late in the year.

OUTLOOK

The macroeconomic volatility and

geopolitical uncertainty that characterised

2024 continues as we begin 2025. With that

backdrop we have set our guidance for

revenue less pass-through costs on a

like-for-like basis at flat to -2.0%.

We believe that the strategic progress we

made in 2024 and the investments we are

making in 2025 will support delivery of our

medium-term financial targets, and returning

to growth is a top priority for everyone

at WPP.

Across enterprise technology and finance,

we continue to optimise our shared finance

service centres, offshoring more back office

processes and driving further automation

and efficiencies in the work we do to

support our agencies.

In 2024, we invested in our Global Delivery

Centres (GDCs) with a capability hub

headquartered in India, accessible to

all WPP agency teams and providing

services with capabilities from hyper-

personalisation and composable commerce

to cloud modernisation and product

engineering. Prashant Mehta joined

WPP in 2024 from Accenture as Managing

Director to lead the GDCs.

Our category-led procurement model is

proving successful in consolidating spend

by sub-category to drive further savings.

In real estate, we continued to consolidate

leases and deliver savings from our ongoing

campus programme, replacing multiple

smaller, less efficient offices with fewer,

larger, more modern sites. Seven new

campuses opened during the year.

You can read more about these cost

initiatives on page 32

IMPROVED CASH CONVERSION

Our adjusted operating cash flow was

£1.5 billion, up from £1.3 billion in 2023.

This improvement was driven by our

disciplined focus on working capital

management, leading to a year-on-year

inflow of £117 million, compared to an

outflow of £260 million in the prior year.

This in turn improved our operating cash

flow conversion of headline operating

profit to 86%, up from 73% previously.

Our improved cash performance, combined

with the sale of our majority stake in FGS

Global, resulted in year-end adjusted net

debt of £1.7 billion, a £0.8 billion reduction

year-on-year, helping to strengthen our

balance sheet.

£1.7bn

year-end adjusted net debt

(2023: £2.5bn)

DISCIPLINED CAPITAL ALLOCATION

We maintain a consistent and disciplined

approach to our capital allocation, supported

by a focus on delivering improved cash flow

conversion to achieve our medium-term

targets while paying a sustainable and

progressive dividend to our shareholders.

During 2025 we will continue to deliver

on the fourth pillar of our strategy, executing

efficiently to drive financial returns. We

expect to hold headline operating margin

flat compared to 2024, excluding any impact

from foreign exchange movements, with

annualised structural cost savings and

continued disciplined cost management

offsetting top-line pressures, a small margin

drag from the FGS Global disposal and

increased investment in WPP Open, AI

and data.

While we have made good progress on

unlocking cost savings and delivering strong

cash flows, there is more work we can, and

will, do to ensure our operations are efficient

and support an optimal investment allocation

for future growth. As part of this, we are on

track to deliver the remaining £40 million of

annualised structural cost savings in 2025

and further efficiency opportunities across

both our back office and commercial delivery.

Finally, we expect an improvement in

adjusted operating cash flow before working

capital, driven primarily by a meaningful

reduction in our cash restructuring costs

from £275 million in 2024 to around

£110 million in 2025.

We have reaffirmed our financial targets for

the medium term: 3%+ like-for-like revenue

less pass-through costs growth, 16-17%

headline operating margin, and at least 85%

operating cash flow conversion of headline

operating profit. We will maintain our

average adjusted net debt to EBITDA target

ratio at between 1.5-1.75x and an investment-

grade balance sheet.

2024 was a year of significant strategic

progress at WPP, despite challenging trading,

and I would like to take this opportunity to

recognise the hard work and commitment

from colleagues across our business and to

thank them for their contribution in 2024.

I look forward to working closely with all

colleagues in the year ahead to deliver our

goals and improved returns for shareholders.

See Financial Review on page 68

for further details

Joanne Wilson

Chief Financial Officer

28 March 2025

63WPP ANNUAL REPORT 2024

CHIEF FINANCIAL OFFICER’S STATEMENT STRATEGIC REPORT

FINANCIAL OVERVIEW

Our medium-term financial framework is focused on driving more

profitable growth and improving our cash generation, supported

by a disciplined capital allocation framework

2024 FINANCIAL HIGHLIGHTS

(1.0)%

like-for-like growth in revenue

less pass-through costs

(2023: 0.9%)

15.0%

headline operating margin

(2023: 14.8%)

86%

adjusted operating cash

flow conversion

(2023: 73%)

1.80x

average adjusted net debt/

headline EBITDA

(2023: 1.83x)

Revenue less pass-through

costs growth declined 1.0%

in 2024, driven by historical

client losses, a challenging

environment in China, and

weaker project-based spending

Our headline operating

margin increased to 15.0%,

up 0.2 percentage points

(+0.4 on a like-for-like basis

reflecting structural savings

and disciplined cost control,

while increasing investment

in WPP Open, AI and data

Adjusted operating cash

flow grew to £1.5 billion

(2023: £1.3 billion), benefiting

from strong working capital

management, leading to an

improvement in conversion

from headline operating

profit to 86%

Adjusted net debt at the

end of 2024 was £1.7 billion,

£0.8 billion lower than in 2023

(£2.5 billion), reflecting cash

generation and proceeds from

the disposal of FGS Global.

Average adjusted net debt was

£3.5 billion (2023: £3.6 billion)

MEDIUM-TERM FINANCIAL TARGETS

3%+

like-for-like growth in revenue

less pass-through costs

16-17%

headline operating margin

85%+

adjusted operating

cash flow conversion

1.5- 1.75x

average adjusted net debt/

headline EBITDA³

Accelerate our organic growth

through scale and innovation

In the last two years our

top-line growth has not been

where we would expect it to

be. We are confident however

that our strategy, including

our investment in WPP Open,

AI and data, will enable us to

achieve our target growth

rate of at least 3% across the

medium-term

Enhance profitability through

cost savings and efficiencies

The strategic actions we are

taking to deliver structural

cost savings and front and

back office efficiencies will

underpin margin expansion,

while continuing to invest

in our business. This, together

with stronger top-line

performance, will support

delivery of our medium-term

margin target of 16-17%

Consistent and stronger

cash generation

We aim to deliver more

consistent and stronger

cash generation, and have

a medium-term target for

85%+ conversion of headline

operating profit into adjusted

operating cash flow

Maintain our investment

grade balance sheet

We have an investment

grade credit rating from

two prominent credit ratings

agencies, Moody's and S&P .

We aim to maintain our

investment grade status and

target a leverage ratio of

average adjusted net debt/

headline EBITDA of 1.5-1.75x

Disciplined capital allocation

– Prioritise investment to drive organic growth in our business, particularly in the areas of WPP Open, AI and data

– Maintain our policy of paying a progressive dividend with a payout of headline earnings per share of around 40%

– Invest in targeted acquisitions that strengthen and accelerate our capabilities in high-growth areas

– Return excess cash to shareholders

Excluding foreign exchange movements

Conversion ratio of headline operating profit of £1,707 million (2023: £1,750 million) as a percentage of adjusted operating cash flow of £1,460 million (2023: £1,280 million)

Average adjusted net debt/headline EBITDA (including depreciation of right-of-use assets)

WPP's credit ratings: Moody’s – Baa2 stable outlook (April 2024); S&P – BBB stable outlook (June 2024)

WPP ANNUAL REPORT 202464

STRATEGIC REPORT

KEY PERFORMANCE

INDICA TORS

Our KPIs help our Board, management and stakeholders

measure our performance against our strategic goals

TYPES OF KPI

We track our performance against both

financial and non-financial indicators.

Our financial KPIs allow us to track the

financial health of WPP, gauge performance

against our strategic goals, compare our

results to our financial guidance for investors,

and benchmark ourselves against our peers.

Our non-financial KPIs measure progress

towards meeting our purpose: building

better futures for our people, planet,

clients and communities.

PROGRESS IN 2024

In 2024, our financial KPI performance was

mixed. Our top-line revenue was adversely

affected by the loss of client assignments,

challenging conditions in China and the

impact of weaker project-based spending

by clients in a more uncertain macroeconomic

environment. Despite this, we delivered

continued improvement in margin and cash

conversion, driven by the restructuring of

our operations, while enabling continued

investment in future growth.

We made good progress on our non-financial

KPIs: improving client satisfaction scores,

attracting new client assignments,

embedding AI in our business, providing

more modern campuses for our people and

playing our part in protecting the planet.

NEW KPIs

During the year we added a new KPI,

WPP Open monthly active users, reflecting

the increased importance of our AI-powered

marketing operating system and its role

in attracting new clients.

We removed one KPI, gross annual savings

from our transformation programme, as this

has been superseded by a range of cost

initiatives as part of our strategy to execute

efficiently to drive financial returns.

Find out more on pages 66-67

ALIGNING PERFORMANCE

MEASUREMENT WITH STRATEGY

We use the following icons to show how

each KPI is aligned to our strategic pillars.

Our strategy aims to capture the

opportunities offered by AI, maximise

the potential of creative transformation

through market-leading brands and deliver

faster growth, higher margins and improved

cash generation.

STRATEGIC ELEMENTS

ALIGNING PERFORMANCE WITH REMUNERATION

The performance-linked elements of compensation for the Executive Directors and the other members of the Executive Committee contain

performance measures selected to align to the successful delivery of our strategy. See pages 131-134 for a discussion of the indicators

considered in assessment of the performance-linked elements of compensation outcomes for 2024 in the Short-term Incentive Plan and

the Executive Performance Share Plan.

For further details, see the Compensation Committee Report on page 119

Lead through AI,

data and technology

Accelerate growth

through the

power of creative

transformation

Build world-class,

market-leading

brands

Execute efficiently

to drive strong

financial returns

Underpinned by a disciplined approach to capital allocation

65WPP ANNUAL REPORT 2024

STRATEGIC REPORT

KEY PERFORMANCE INDICATORS CONTINUED

Digital % of media billings

(GroupM)

2023

2022

2024

Description and rationale

Media billings comprise our clients’ spend

on media, plus our fees.

We measure the

digital (internet-based) mix, as digital media

is the largest and fastest-growing channel

in the global media market, and our presence

in these channels ensures we are staying

relevant to our clients

Performance

GroupM’s digital billings increased to 53% of

its total billings in 2024, driven by the rapid

growth in demand from clients for digital

media services such as search, ecommerce,

connected TV, retail media and social media.

We expect to continue to grow our digital

mix as a percentage of media billings

Net new business billings

($bn)

4.5

5.9

2023

2022

2024

4.5

Description and rationale

Billings comprise the total amounts billed to

clients, plus our fees.

New billings measures

new business from new and existing clients,

net of existing client business losses, and is

an important indicator of our future growth

Performance

We won $4.5 billion of net new business

billings in 2024. This was on a par with 2023,

reflecting major assignment wins including

Amazon, AstraZeneca, Johnson & Johnson,

Kimberly-Clark and Unilever, offsetting

several historical assignment losses

Reconciliations from reported revenue to revenue less pass-through costs and subsequently like-for-like revenue less pass-through costs, and from reported profit before tax to headline operating profit

margin, are included on pages 196-198. For a full description, see Glossary on pages 203-204

Excluding the impact of foreign exchange

Like-for-like revenue less pass-through costs growth. Omnicom data is based on revenue. This chart shows data over the last 12 months and is based on the median average including WPP (the mean

equivalents are 2024: -2.6%, 2023: -0.9% and 2022 -0.5%). Competitor data sourced from publicly disclosed results

For a full description, see Glossary on pages 203-204

FINANCIAL KPIs

Headline operating

profit margin

(%)

15.0

14.8

15.0

2023

2022

2024

Description and rationale

This is a key indicator of our profitability.

It comprises profit on trading activities,

excluding certain one-off or exceptional

items.

These items are excluded because

their size and nature mask the true

underlying performance year-on-year

Performance

Our headline operating margin increased

to 15.0%, up 0.2 percentage points

(+0.4 on a like-for-like basis²), reflecting

structural savings and disciplined cost

control, while continuing to invest in our

business. In 2025, we expect this margin

to be around flat compared with 2024

(excluding exchange rate movements)

Like-for-like revenue less

pass-through costs growth

versus competitors

(%)

(1.1)

-1.6

2024

-1.1

2023

2022

Description and rationale

This is a measure of our relative performance

compared with our key competitors. It is

based on our like-for-like revenue less

pass-through costs growth against the

median average of our global marketing

services peers – Dentsu, Havas, IPG,

Omnicom and Publicis

Performance

In 2024, our growth rate was 1.1 percentage

points below the median average of our

main peers. This reflected our relatively

greater exposure to a challenging trading

environment in China and historical client

losses. Our goal is to grow at a faster rate

than the industry average

Adjusted operating

cash flow conversion

(%)

2023

2022

2024

Description and rationale

This shows how efficiently headline

operating profits are turned into operating

cash after restructuring costs, capex,

working capital and other cash items.

Operating cash flow funds our financing

and taxation requirements and supports

our capital allocation policy

Performance

Our medium-term target is at least 85%

conversion of headline operating profit

into operating cash flow. In 2024 the ratio

was 86%, a significant improvement on the

prior year, benefiting from strong working

capital management

Like-for-like revenue

less pass-through

costs growth

(%)

(1.0)

0.9

6.9

-1.0

2023

2022

2024

Description and rationale

This is the main measure of our strategic

goal to drive growth. Like-for-like revenue

growth excludes the impact of currency and

acquisitions. Pass-through costs comprise

fees paid to external suppliers when they are

engaged to perform part or all of a specific

project, and are charged directly to clients

Performance

Revenue less pass-through costs growth

declined 1.0% in 2024, driven by historical

client losses, persistent macroeconomic

pressures in China and weaker project-based

spend. We expect like-for-like growth to be

flat to -2% in 2025

66 WPP ANNUAL REPORT 2024

STRATEGIC REPORT

Carbon emissions

per person from our

owned operations

(tCO

e, Scope 1 and 2)

0.15

0.23

0.19

2024

2023

2022

0.15

Description and rationale

We measure carbon emissions per employee,

as headcount is closely linked to levels of

business activity, and this allows us to reflect

the impact of acquisitions and disposals

without needing to adjust our baseline

Performance

We are committed to reducing absolute

Scope 1 and 2 emissions by 84% by 2025,

and halving Scope 3 emissions by 2030. In

2024, carbon emissions per employee fell

22% compared with 2023, and by 82% since

our 2019 baseline

Client satisfaction score

(out of 10)

8.1

8.0

8.1

2023

2022

2024

Description and rationale

This measures how satisfied our clients are

with our services, based on 21,000 clients’

likelihood to recommend scores out of ten.

Our ability to retain satisfied clients is a key

driver of our revenue

Performance

In 2024, we scored an all-time high of

8.1 out of 10 for client satisfaction, building

on our consistently strong performance in

recent years. Within this we continue to

score highly on client service (8.6) and

quality of work (8.2). We aim to maintain

top-quartile performance overall

In line with the FTSE Women Leaders Review, the independent, business-led framework supported by the UK government. Executive leadership roles are defined as the board and executive

leadership population (see WPP Sustainability Reporting Criteria 2024)

Defined as employees and freelancers in campuses

Selected metrics marked with this symbol have been subject to independent limited assurance procedures by PricewaterhouseCoopers LLP (PwC) for the year ended 31 December 2024. For PwC’s 2024

Limited Assurance Report and the WPPSustainability Reporting Criteria 2024, see wpp.com/sustainabilityreport2024

Employees in

shared campuses

68,000

60,000

54,500

68,000

2023

2022

2024

Description and rationale

Campuses bring our agencies together

to make collaboration easy, support flexible

ways of working, and give clients access to

the breadth and depth of WPP talent in one

location. They replace smaller offices with

larger, modern units that lower our

environmental footprint

Performance

In 2024, around 68,000 of our people were

based in 47 campuses. We expect this to rise

to 75,000 in 48 campuses by 2025, supporting

higher levels of office attendance, to enhance

our work for clients and drive our growth

NON-FINANCIAL KPIs

Proportion of

women in executive

leadership roles

(%)

Description and rationale

A workforce that reflects society, and the

consumers our clients want to reach, helps

us do the best work and is good for business

Performance

We aim to achieve gender parity at Board

and all other levels. In 2024, the proportion

of women in executive leadership roles

increased to 42% . Across the broader

workforce, 54% of senior managers are

women (2023: 53%). The composition of

the Board and Executive Committee by

gender is shown on page 109

Female Male

2023

2022

2024

WPP Open monthly

active users

(%)

33,000

10,000

N/A

2023

2022

33,000

2024

Description and rationale

WPP Open is our AI-powered marketing

operating system. It empowers our teams

to deliver better work, faster, for the world’s

leading brands – key clients using the

platform include Google, IBM, L'Oréal,

LVMH, Nestlé and The Coca-Cola Company

Performance

Our people are increasingly embedding

AI in the way they work. At the end of 2024,

WPP Open reached 33,000 monthly active

users, up from 10,000 at the end of 2023.

Our aim is to ensure WPP Open stays at the

forefront of AI and to drive further adoption

within the business and among clients

Share of electricity

purchased from

renewab le sources

(%)

2024

2023

2022

Description and rationale

To support our carbon reduction targets

we are a member of RE100, a global initiative

bringing together businesses committed

to 100% renewable electricity to accelerate

change towards zero carbon grids at scale

Performance

During 2024, we purchased 93% of our

electricity from renewable sources compared

to 88% in 2023, reflecting good progress

towards our target of 100% by 2025

67WPP ANNUAL REPORT 2024

KEY PERFORMANCE INDICATORS STRATEGIC REPORT

FINANCIAL REVIEW

REVIEW OF RESULTS

Reported revenue was down 0.7% at

£14.7 billion. Reported revenue on a constant

currency basis was up 2.5% compared

with last year. Net changes from acquisitions

and disposals had a positive impact of

0.2% on growth.

Like-for-like revenue growth for 2024

excluding the impact of currency, acquisitions

and disposals, and the other adjustments,

was 2.3%.

Revenue less pass-through costs was down

4.2%, and down 1.1% on a constant currency

basis. Excluding the impact of acquisitions

and disposals and other adjustments,

like-for-like decline was 1.0%. In the fourth

quarter, like-for-like revenue less pass-through

costs was down 2.3%.

OPERATING PROFITABILITY

Reported profit before tax was £1,031 million,

compared to £346 million in the prior period,

with the increase primarily due to lower

amortisation charges, as 2023 included

accelerated brand amortisation charges

following the creation of VML, lower

property-related restructuring costs and

higher gains on disposal of subsidiaries.

Reported profit after tax was £629 million,

compared to £197 million in the prior period.

Headline EBITDA (including IFRS 16

depreciation) for the year was down 2.1%

to £1,935 million. Headline operating profit

was down 2.5% to £1,707 million.

Headline operating profit margin was up

0.2 percentage points year-on-year at 15.0%

and up 0.4 percentage points year-on-year on

a constant currency basis. Headline operating

costs were down 4.5% to £9.7 billion.

Headline staff costs, excluding incentives,

were down 4.5% year-on-year at £7.4 billion,

reflecting wage inflation offset by lower

headcount, as a result of the actions

associated with our restructuring initiatives

and our swift response to softer top-line

performance in certain markets. Staff costs

include severance costs of £61 million

(2023: £78 million). Incentive costs were down

6.2% year-on-year to £363 million, compared

to £387 million in 2023. As a percentage of

revenue less pass-through costs, overall

incentives were flat year on year at 3.2%.

Headline establishment costs were down

8.5% at £472 million, driven by benefits from

the campus programme and consolidation

of leases. IT costs were down 2.0% at

£684 million, reflecting our ongoing focus

on driving efficiencies to mitigate inflation.

Personal costs of £209 million (2023:

£223 million) were down 6.3% driven by

savings in travel and entertainment, and

other operating expenses of £526 million

(2023: £536 million) were down 1.9%.

On a like-for-like basis, the average number

of people in the Group in 2024 was 111,281

compared to 114,732 in 2023. The total number

of people as at 31 December 2024 was

108,044 compared to 114,173 as at

31 December 2023.

ADJUSTING ITEMS

The Group incurred £382 million of adjusting

items in 2024, mainly relating to goodwill

impairment, restructuring and transformation

costs, amortisation of acquired intangible

assets and legal provision charges, offset

by gains on disposal of investments and

subsidiaries. This compares with net

adjusting items in 2023 of £1,219 million.

Goodwill impairment, amortisation and

impairment of acquired intangibles and

other impairment charges were £356 million

(2023: £809 million), mainly related to

goodwill impairment charges associated

with AKQA.

Restructuring and transformation costs

of £251 million (2023: £196 million) include

£90 million (2023: £113 million) in relation

to the Group’s ERP and IT transformation

program and £144 million (2023: £73 million)

relating to the continuing transformation

program including the creation of VML

and Burson and simplification of GroupM.

This Strategic Report includes figures and ratios that are not readily available from the Financial Statements. Management believes that these non-GAAP measures, including constant currency

and like-for-like growth, and headline profit measures, are both useful and necessary to better understand the Group’s results. Where required, details of how these have been arrived at are shown

on pages 196-198 and are defined in the Glossary on pages 203-204

FINANCIAL HIGHLIGHTS

(1.0)%

like-for-like revenue less

pass-through costs growth

(2023: 0.9%)

15.0%

headline operating margin

(2023: 14.8%)

86%

adjusted operating

cash flow conversion

(2023: 73%)

£14.7bn

revenue

(2023: £14.8bn)

68 WPP ANNUAL REPORT 2024

STRATEGIC REPORT

EARNINGS AND DIVIDEND

Profits attributable to shareholders

were £542 million, compared to a profit

of £110 million in the prior period, principally

reflecting higher gains on disposal of

subsidiaries and lower amortisation charges,

as 2023 included accelerated brand

amortisation charges following the creation

of VML. Reported diluted earnings per share

was 49.4 pence, compared to 10.1 pence in

the prior period. Headline diluted earnings

per share from continuing operations

decreased by 5.9% to 88.3 pence.

The Board is proposing a final dividend for

2024 of 24.4 pence per share, which together

with the interim dividend paid in November

2024 gives a full-year dividend of 39.4 pence

per share. The record date for the final

dividend is 6 June 2025, and the dividend

will be payable on 4 July 2025.

BUSINESS SECTOR REVIEW

During 2024, we reallocated a number

of businesses between global integrated

agencies and specialist agencies. Prior year

figures have been re-presented to reflect

the reallocation.

GLOBAL INTEGRATED AGENCIES

GroupM, our media planning and buying

business, grew 2.7% in 2024 (2023: 4.9%)

on like-for-like revenue less pass-through

costs, benefiting from continued client

investment in media, partially offset by the

impact of historical client losses and a more

challenging environment in China. GroupM

saw an improved new business performance

in the second half of the year with the

Amazon and Johnson & Johnson wins and an

important Unilever retention, despite some

losses, including Volvo.

GroupM’s growth was offset by a 3.9%

like-for-like revenue less pass-through cost

decline at other Global Integrated Agencies.

Mid-single digit growth in Hogarth in 2024

was offset by weaker performance across

integrated creative agencies, which included

the impact of the 2023 loss of assignments

with a large healthcare client and a

challenging trading environment in China.

AKQA experienced a low double

digit decline in revenue less pass-through

costs as spend on project-based work

remained weak throughout the year. Other

Global Integrated Agencies declined 6.5% in

Q4 reflecting the continuation of those factors

and weaker client discretionary spend than is

typically seen in the final quarter, together

with the lap of a particularly strong quarter

for variable client incentives in Q4 2023.

INTEREST AND TAXES

Headline net finance costs were £280 million,

an increase of £18 million year-on-year,

primarily due to the impact of refinancing

bonds at higher rates.

The headline effective tax rate (based

on headline profit before tax) was 28.0%

(2023: 27.0%) and on reported profit before

tax was 39.0% (2023: 43.1%). The increase

in the headline effective tax rate is driven

by changes in tax rates or tax bases in the

markets in which we operate. Given the

Group’s geographic mix of profits and

the changing international tax environment,

the tax rate is expected to increase over

the next few years.

REVENUE LESS PASS-THROUGH COSTS GROWTH VERSUS 2023

(%)

ike-for-like

Like-for-like

-1.0

eported

cquisitions

-4.2

-3.1

-0.1

69WPP ANNUAL REPORT 2024

FINANCIAL REVIEW STRATEGIC REPORT

FINANCIAL REVIEW CONTINUED

PUBLIC RELATIONS

Burson, created in June from the merger

of BCW and Hill & Knowlton, made good

progress with its integration and launched

additional AI-powered tools.

Year-on-year Burson declined due to

the 2023 loss of assignments with a large

healthcare client and a more challenging

environment for client discretionary

spending. This was offset by continued

strong growth at FGS Global, which is

reflected up to early December 2024

when its disposal to KKR completed.

SPECIALIST AGENCIES

CMI Media Group, our specialist healthcare

media planning and buying agency, grew

strongly, offset by declines at Landor and

Design Bridge and Partners. Our smaller

specialist agencies continued to be affected

by more cautious client spending, including

delays in project-based work.

REVENUE ANALYSIS

£ million 2024 2023

+/(-) %

reported

+/(-) %

LFL

Global Integrated Agencies 12,562 12,532 0.2 3.0

Public Relations 1,156 1,262 (8.4) (2.6)

Specialist Agencies 1,023 1,051 (2.7) (0.6)

Total Group 14,741 14,845 (0.7) 2.3

REVENUE LESS PASS-THROUGH COSTS ANALYSIS

£ million 2024 2023

+/(-) %

reported

+/(-) %

LFL

Global Integrated Agencies 9,384 9,751 (3.8) (0.8)

Public Relations 1,089 1,180 (7.7 ) (1.7)

Specialist Agencies 886 929 (4.6) (2.3)

Total Group 11,359 11,860 (4.2) (1.0)

HEADLINE OPERATING PROFIT ANALYSIS

£ million

2024 % margin

2023 % margin

Global Integrated Agencies 1,482 15.8 1,480 15.2

Public Relations 166 15.2 191 16.2

Specialist Agencies 59 6.7 79 8.5

Total Group 1,707 15.0 1,750 14.8

* Headline operating profit as a percentage of revenue less pass-through costs

Note

Like-for-like growth at constant currency exchange rates and excluding the effects of acquisitions, disposals and other adjustments

REVENUE LESS PASS-THROUGH COSTS BY BUSINESS VERSUS 2023

(%)

Global Integrated Agencies

ublic Relations

Specialist Agencies

-4.2

otal

Total

-3.8

-7.7

-4.6

STRATEGIC REPORT

WPP ANNUAL REPORT 202470 WPP ANNUAL REPORT 2024

REGIONAL REVIEW

North America like-for-like revenue less

pass-through costs declined by 0.7% in 2024

with good growth in automotive, TME and

financial services client spending, offset by

lower revenues in healthcare, due to a 2023

client loss, and a tough comparison for CPG

in 2023. Revenues from technology clients

continued to stabilise in the second half with

good growth in North America in Q4.

United Kingdom declined 2.7% in 2024

reflecting a strong comparison (2023: +5.6%)

and the impact of slower client spending

with weakness in project-based work across

creative and specialist agencies exacerbated

by an uncertain macro outlook, only partially

offset by growth in GroupM and Ogilvy.

In Western Continental Europe, France,

Spain and Italy grew during 2024. Our largest

market, Germany, declined 1.0% reflecting

macroeconomic pressures on client spending

in automotive and travel & leisure sectors,

but saw stronger performance in Q4, growing

4.0%, lapping a softer comparison (Q4 2023:

-5.3%), benefiting from growth in spend at

financial services clients and a good overall

performance at GroupM.

Asia Pacific, Latin America, Africa & the

Middle East and Central & Eastern Europe

declined 2.6% overall in 2024. India grew

2.8% offset by China which declined 20.8%

on client assignment losses and persistent

macroeconomic pressures impacting across

our agencies.

REVENUE ANALYSIS

£ million 2024 2023

+/(-) %

reported

+/(-) %

LFL

N. America 5,567 5,528 0.7 2.9

United Kingdom 2,185 2,155 1.4 0.9

W. Cont. Europe 3,013 3,037 (0.8) 2.7

AP, LA, AME, CEE

3,976 4,125 (3.6) 1.8

Total Group 14,741 14,845 (0.7) 2.3

REVENUE LESS PASS-THROUGH COSTS ANALYSIS

£ million 2024 2023

+/(-) %

reported

+/(-) %

LFL

N. America 4.394 4,556 (3.6) (0.7)

United Kingdom 1,588 1,626 (2.3) (2.7)

W. Cont. Europe 2,375 2,411 (1.5) 1.7

AP, LA, AME, CEE 3,002 3,267 (8.1) (2.6)

Total Group 11,359 11,860 (4.2) (1.0)

HEADLINE OPERATING PROFIT ANALYSIS

£ million 2024 % margin

2023 % margin

N. America 825 18.8 834 18.3

United Kingdom 237 14.9 215 13.2

W. Cont. Europe 259 10.9 258 10.7

AP, LA, AME, CEE 386 12.9 443 13.6

Total Group 1,707 15.0 1,750 14.8

* Headline operating profit as a percentage of revenue less pass-through costs

Notes

Like-for-like growth at constant currency exchange rates and excluding the effects of acquisitions and disposals and

other adjustments

Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe

REVENUE LESS PASS-THROUGH COSTS GROWTH BY REGION VERSUS 2023

(%)

sia Pacific, Latin America, Africa &

iddle East and Central & Eastern Europe

orth America

nited Kingdom

estern Continental Europe

otal

Total

-3.6

-2.3

-1.5

-8.1

-4.2

71WPP ANNUAL REPORT 2024

FINANCIAL REVIEW STRATEGIC REPORT

CASH FLOW HIGHLIGHTS

In 2024, adjusted operating cash flow was

£1,460 million (2023: £1,280 million). The main

drivers of the larger cash inflow year on year

was a working capital inflow of £117 million

compared with an outflow of £260 million in

the prior year, partially offset by an increase

in non-headline cash items to £261 million

(2023: £218 million), mainly driven by costs

related to the previously announced

restructuring plan, including the creation of

VML and Burson and the simplification of

GroupM. Reported net cash from operating

activities increased to £1,408 million

(2023: £1,238 million).

Adjusted free cash flow was £738 million

(2023: £637 million) with the year-on-year

increase reflecting higher adjusted operating

cash flow and contingent consideration

liability payments and higher cash interest

and taxes, offset by lower dividends

to minorities.

Adjusted net cash flow of £745 million was

higher than the prior period (2023: £2 million),

primarily due to higher disposal proceeds

and lower net acquisition payments.

BALANCE SHEET HIGHLIGHTS

As at 31 December 2024, the Group had

total equity of £3,734 million (31 December

2023: £3,833 million).

Non-current assets decreased by £831 million

to £11,848 million (31 December 2023:

£12,679 million), primarily driven by a decrease

in goodwill of £779 million. Lower goodwill

is primarily due to goodwill derecognised

on disposal of FGS Global of £448 million and

goodwill impairment charges of £237 million.

Current assets of £13,661 million decreased

by £283 million (31 December 2023:

£13,944 million). The decrease is principally

driven by lower trade and other receivables,

(decrease of £738 million), partially offset

by higher cash and cash equivalents

(increase of £420 million).

Current liabilities of £15,516 million

decreased by £789 million (31 December

2023: £16,305 million), primarily due to

lower borrowings and lower trade and other

payables. Lower borrowings is predominantly

due to US $750 million in bonds that were

repaid in September 2024, partially offset by

an increase as a result of the reclassification

from current liabilities of €500 million of

bonds due within the next 12 months.

The decrease in both current trade and

other receivables and trade and other

payables is primarily due to client activity

and timing of payments. Non-current

liabilities decreased by £226 million,

to £6,259 million (31 December 2023:

£6,485 million). This reduction primarily

reflects lower long-term lease liabilities

and non-current payables.

Recognised within total equity, other

comprehensive loss of £62 million

(2023: £329 million loss) for the year includes

a £72 million loss (2023: £427 million loss) for

foreign exchange differences on translation

of foreign operations, and a £3 million loss

(2023: gain of £108 million) on the Group’s

net investment hedges. Other equity

movements include the net decrease

in the movement in non-controlling interest

of £218 million (2023: increase of £12 million),

in part from the derecognition of FGS Global

non-controlling interest.

As at 31 December 2024, the Group had

cash and cash equivalents of £2.6 billion

(31 December 2023: £2.2 billion) and

borrowings of £4.3 billion (31 December

2023: £4.7 billion). The Group has current

liquidity of £4.5 billion (31 December 2023:

£3.8 billion), comprising cash and cash

equivalents and bank overdrafts, and

undrawn credit facilities.

As at 31 December 2024 adjusted net debt

was £1.7 billion, against £2.5 billion as at

31 December 2023, down £0.8 billion

reflecting free cash flow generation and

disposal proceeds, including proceeds

from the disposal of FGS Global completed

in December 2024. Average adjusted net

debt in 2024 was £3.5 billion (31 December

2023: £3.6 billion).

Our bond portfolio as at 31 December 2024

had an average maturity of 6.3 years

(31 December 2023: 6.2 years).

OUTLOOK

Our guidance for 2025 is as follows:

– Like-for-like revenue less pass-through

costs growth of flat to -2% with

performance expected to improve

in the second half

– Headline operating margin expected

to be around flat year-on-year (excluding

the impact of FX)

Other 2025 financial indications:

– Mergers and acquisitions will reduce

revenue less pass-through costs by

around 3.0 points primarily due to the

disposal of FGS Global, partially offset

by anticipated M&A

– FX impact: current rates (at 18 February

2025) imply a c.0.1% drag on FY 2025

revenue less pass-through costs,

with no meaningful impact expected

on FY 2025 headline operating margin

– Headline earnings from associates

around £40 million

– Non-controlling interests around

£65 million

– Headline net finance costs of around

£280 million

– Effective tax rate (measured as headline

tax as a % of headline profit before tax)

of around 29%. Cash taxes will include

tax in relation to the FGS Global disposal

– Capex of around £250 million

– Cash restructuring costs of around

£110 million

– Adjusted operating cash flow before

working capital of around £1.4 billion

(2024: £1.3 billion)

MEDIUM-TERM TARGETS

In January 2024 we presented updated

medium-term financial framework including

the following three targets:

– 3%+ LFL growth in revenue less pass-

through costs

– 16-17% headline operating profit margin

– Adjusted operating cash flow conversion

of 85%+

For more information on our strategy

see pages 16-35

FINANCIAL REVIEW CONTINUED

2020 2021 2022

696

901

2,479

2024

1,690

2023

2,503

ADJUSTED NET DEBT

(£m)

ADJUSTED NET DEBT

(£m)

72 WPP ANNUAL REPORT 2024

STRATEGIC REPORT

ASSESSING AND

MANAGING OUR RISKS

The success of our strategic objectives

as discussed in this report depends to a

significant extent on how we identify and

address the current and emerging risks and

uncertainties we face as a business.

The Board, assisted by the Audit Committee,

has oversight and responsibility for our

approach to risk management, which is

structured through our three lines of defence

model and driven by our risk governance

framework, business integrity programme,

culture based on the principles set out in our

Code of Business Conduct, and our internal

control matrix.

The Audit Committee reviews and considers

the principal risk list on a quarterly basis and

any potential emerging risks continually

throughout the year.

The Board has reviewed the design and

effectiveness of this system during the year

and up to the date of this report, and has

carried out a robust assessment of the

principal and any emerging risks that could

impact our business.

The system of controls described below is

designed to manage and mitigate, but may

not eliminate, the risk of failure to achieve

our strategic objectives, and is not an

absolute assurance against material

misstatement or loss.

RISK GOVERNANCE FRAMEWORK

Key to our risk governance framework

are our Risk Committees. Each network

has a global Risk Committee chaired by

the CEO, with key senior managers

participating, to ensure that leadership is

proactively identifying (including through

risk assessments and horizon scanning) and

understanding the current, new, evolving

and emerging risks across businesses and

the remediation steps required from time

to time in certain markets. We also have

a WPP Risk Committee, which has oversight

of all network Risk Committees and itself

reports to the Audit Committee. In addition,

we have two sub-committees to focus on

the detail of risks relating to data privacy,

security and ethics and to controls at both

WPP and network levels.

The agenda of the Risk Committees is to

review, monitor and advise on: compliance

with laws, regulations, internal procedures

and industry standards, including anti-fraud,

bribery and corruption matters; the

implementation of our compliance framework

(including setting clear standards and

reporting lines for the accurate and timely

monitoring of exposures and certain risk

types of importance); compliance policies

and practices; and risks that present

themselves throughout each network. This

agenda is framed by our business integrity

programme and internal control environment.

In order to carry out their duties

comprehensively, each Risk Committee has

secure access to an increasing central pool

of data from, or with the potential to affect,

their network. This data is crucial to their

ability to recognise and monitor a full risk

and compliance picture and the impact

of actions taken as a result; this includes

internal audit reports, internal controls over

financial reporting (ICFR) results, general

computing controls results, corroborated

information from whistleblowers, findings

from investigations, annual business risk

maps and the results of our annual

assessment of business integrity risks.

BUSINESS INTEGRITY PROGRAMME

Our business integrity programme is central

to ensuring that the policies, procedures

and control environment set by the Board

are understood and adhered to across all

geographies and markets. It is produced by

mapping resources, systems and processes

against WPP’s risk appetite (which the

business integrity team, sitting within WPP’s

legal function, helps the Board and WPP Risk

Committee to set), governance requirements

and regulator expectations and then crafting

actions from the results for both the business

integrity team and the Risk Committees.

INTERNAL AUDIT

FINDINGS AND SOX

TEST RESULTS

KEY RISK

INDICATOR

DATA FEEDS

CERTIFICATIONS

AND

DISCLOSURES

Network Risk

Committees

WPP Risk

Committee

WHISTLEBLOWERS

AND

INVESTIGATIONS

BUSINESS

RISK MAPS

BUSINESS

INTEGRITY RISK

ASSESSMENT

WPP’S RISK GOVERNANCE FRAMEWORK

BUSINESS INTEGRITY PROGRAMME

INTERNAL CONTROLS

73WPP ANNUAL REPORT 2024

STRATEGIC REPORT

Actions for the business integrity team focus

on tackling root causes of risk and include:

– In respect of resources, championing

and enhancing messages and examples

from global, regional and local leadership

with communications, training sessions,

townhalls and practical guidance,

know-how and resources for our people

and providing ‘on the ground’ support

for day-to-day queries from our networks

– In respect of systems, advising on the

implementation of WPP’s policies,

procedures and controls (including around

internal reporting and approvals) and

providing a compliance lens for the design

and structure of our enterprise resource

planning (ERP) environment (including

promoting the leverage of its functionality

to restrict access to key transactions to

appropriate parties and to ensure adequate

segregation of duties and assets)

– In terms of processes, conducting an

annual assessment of business integrity

risks (which is constantly evolved in terms

of which risks are within scope, the nature

of assessment and the reporting and

recommendations that emanate from

the work), monitoring dynamic data feeds

(including our financial reporting, internal

audit findings and ICFR results), proactive

management of self-certifications and

disclosures from our people, reviewing

and investigating whistleblowing reports

and tracking remediation efforts

RESOURCES

– Our people: everyone is accountable

– Leadership

– Communications, training and guidance

– ‘On the ground’ support

SYSTEMS

– ERP environment

– Policies and controls

– Financial reporting

– Internal reporting and approvals

PROCESSES

– Business integrity risk assessment

– Identifying and monitoring dynamic data feeds

– Whistleblowing and investigations

– Internal and external due diligence

– Certifications and disclosures

– Remediation; and focus on root causes

– Disciplinary measures including impact

on compensation

– Business risk maps

POLICIES, PROCEDURES AND CULTURE

The quality and competence of our people,

their integrity, ethics and behaviour, and the

culture embedded within our businesses

are all vital to our system of internal control,

which is maintained and reviewed in

accordance with the UK Corporate

Governance Code, FRC guidance on risk

management and internal controls, and the

COSO framework.

In order to help our people make the right

decisions, we provide a number of tools.

The baseline reference is set out within

WPP’s policies, supported as and when

needed by guidance booklets, FAQ sheets

and accounting guidelines. To help our

people understand the ethical and business

objectives set out in WPP’s policies, WPP has

a mandatory online training programme that

all our people (including freelancers working

for more than four weeks) are required to

complete on an annual basis. The programme

comprises five modules: How We Behave;

Business Integrity; Safer Data; Sustainability;

and Belonging. In addition, WPP’s business

integrity team organises in-person and video

call training sessions throughout the year on

ethics and integrity topics thought necessary

or relevant such as anti-fraud, bribery and

corruption, conflicts of interest, supply chain

risks and gifts, hospitality and entertainment.

This top-up programme is designed and

scheduled in response to data collected

and reviewed by WPP’s business integrity

team, including from concerns raised and

corroborated through investigations and our

annual assessment of business integrity risks.

It is underpinned with daily support on the

ground from our regional compliance and

ethics directors and managers.

The core of our policies is our Code of

Business Conduct, which is reviewed regularly

by the Board and sets out the principal

obligations of all of our people. As a company

and as individuals we have a collective

responsibility to behave in the right way,

to live up to our values and to conduct our

business with integrity. Our Code outlines

the commitments we make to each other,

our business partners, and others with

a stake in what we do; equally therefore

it is mirrored in our Supplier Code of Conduct,

which all vendors and suppliers are required

to sign up to before being onboarded.

The principles of the Code are embedded in

our training courses and our senior managers

are required to certify compliance with the

Code on an annual basis through a digital

certification and disclosure process.

Our AFBAC (Anti-Fraud, Bribery & Corruption)

Policy prohibits any form of bribery,

corruption or fraud across WPP and is

supported by the Advisor Payment Policy

which restricts the use of advisors and

details the due diligence that must be

undertaken and approvals needed in the

limited cases where advisors may be used.

In 2024, WPP’s business integrity team

updated the AFBAC Policy in response to

the new UK Economic Crime and Corporate

Transparency Act 2023 and has made and

implemented related recommendations

including around training and controls.

WPP’S BUSINESS INTEGRITY PROGRAMME

OUR RISK APPETITE

GOVERNANCE REQUIREMENTS

REGULATOR EXPECTATIONS

ASSESSING AND MANAGING OUR RISKS CONTINUED

74 WPP ANNUAL REPORT 2024

STRATEGIC REPORT

TOTAL NUMBER OF REPORTS

FROM WHISTLEBLOWERS

RISK IMPACT FROM WHISTLEBLOWER REPORTS

(%)

2021

2022 2023 2024

2024

609

372

612

494

Clients

Operational

Data privacy,

security and ethics

People

Legal and regulatory

Financial

Our Gifts, Entertainment & Hospitality Policy

sets limits, including on value, on what may

be given or received, supported in each

agency by a gift register.

As noted above, our Code of Conduct for

vendors and suppliers replicates all of these

obligations in our supply chain. WPP’s policies

also include required practices in operational,

tax, legal and human resource areas.

The application of our policies and

procedures is monitored within each

network and by the internal audit, legal

(in particular, the business integrity team),

and risk and controls functions.

Breaches are investigated by our business

integrity team sitting within WPP’s legal

function and, where appropriate,

external advisors.

WPP’s business integrity team has a mandate

to make recommendations to realign and

support WPP’s networks, where required,

to manage and reduce risk. Recommended

remediation can include disciplinary action,

changes to systems, controls, approvals

or functions, monitoring and training

sessions. This approach is formalised

through WPP’s Whistleblowing Protocol

and Investigations Protocol.

WPP’s approach to performance rewards

continues to support the risk management

and internal control systems, reinforced

by the WPP Risk Committee and the

Compensation Committee.

WHISTLEBLOWING

WPP’s Code of Business Conduct sets out

our responsibilities to our people, partners

and shareholders to act ethically and legally.

We want to encourage a culture of integrity

and transparency where our people

make the right decisions automatically

and instinctively.

Part of this culture is making sure that our

people have the confidence and know how

to speak up and raise concerns with their

managers or supporting teams, through

their employee forums, WPP’s business

integrity team or by calling our Right to

Speak hotline (which is confidential and

allows for anonymity) if they experience,

suspect or hear about behaviour which is at

odds with the principles stated in our Code.

Every report received from a whistleblower

is investigated and reported into the Audit

Committee by WPP’s business integrity

team. In general, there has been a steady

increase in the number of reports received

over the past few years, though they fell

year-on-year in 2022 following a particular

spike in 2020 and 2021 reflecting concerns

connected with Covid-19 and lockdowns.

In 2024, we continued to focus on our

speak-up culture and a total of 609 reports

were received from whistleblowers

(2023: 612; 2022: 372; 2021: 494), 507 of

which were through the Right to Speak

hotline. The most commonly raised concerns

were about respect in the workplace and

protection of WPP’s assets.

RISK IMPACT FROM WHISTLEBLOWER

REPORTS 2024

All whistleblower reports received by the

Group Chief Counsel and General Counsel,

Corporate Risk, which includes all Right to

Speak reports, are handled in line with WPP’s

Whistleblowing and Investigations Protocols

and logged, investigated and tracked through

to a conclusion, including any remediation

or follow-up actions that might be required.

Recommended remediation can include

disciplinary action, changes to systems,

controls and processes or wider review

and monitoring for a particular time period.

Reports are also analysed for risk impact

and root causes. Learnings generated

from this analysis are converted into

recommendations including for training

sessions and practical resources by WPP’s

business integrity team and implemented

together with the support and input of the

Risk Committees. WPP’s business integrity

team also merges these learnings with

other data feeds (both internal, such as

revenue source and breakdown or margin

patterns, and external, such as Transparency

International’s Corruption Perception

Index) to identify and focus on potential

risk concerns.

75WPP ANNUAL REPORT 2024

STRATEGIC REPORT

ASSESSING AND MANAGING OUR RISKS

The nature of each report, action taken and

outcome is reported to the Audit Committee.

WPP is committed to providing a safe and

confidential way for people with genuine

concerns to raise them, and to do so without

fear of reprisals. WPP does not tolerate any

retaliatory behaviour against individuals

reporting concerns and is equally committed

to preserving the anonymity of an individual

who makes a report and does not wish

to have their identity revealed.

The consequences of misconduct or

retaliation range from individual performance

management, training for a business or an

office and one-on-one training or coaching

for an individual through to staff relocation

and staff dismissal.

RISK MANAGEMENT

We use a ‘three lines of defence’ model

in relation to risk management.

1. COMPANY REVIEWS

Each network undertakes monthly and

quarterly procedures and day-to-day

management activities to review its

operations and business risks, supported

by our policies, training and guidance on

required internal controls over financial

reporting and monitoring controls and

reviews within its network.

In addition, our companies must maintain

and update documentation on their internal

controls and processes. This documentation

incorporates an analysis of business risks,

detailed control activities and monitoring,

together with IT and financial controls and

controls over security of data and the

provision of timely and reliable information

to management.

The information collated feeds up to each

network’s Risk Committee which uses it to

assess and monitor current risk exposures,

identify new risk types and any that rise to

principal risk level, set future risk strategy,

and compile it into reporting and insights

for the WPP Risk Committee and executive

management.

2. EXECUTIVE MANAGEMENT REVIEWS

The network reviews are communicated

formally to executive management in

monthly reports and quarterly review

meetings and, in turn, to the Board. At each

Board meeting, the management team

presents a business review of each of the

operations, including an assessment of the

risks in each business and details of any

change in the risk profile since the last

Board meeting.

The business review includes: the possibility

of winning or losing major business;

succession and the addition or loss of a

key employee; regulatory changes; material

ESG topics; and changes in accounting or

corporate governance practice.

To add to this, the WPP Risk Committee,

supported by the business integrity team,

enables an enterprise-wide risk management

process through risk analytics. This focuses

on data feeds including both centralised

streams and digital business risk maps,

alongside risk appetite statements and

tolerances, and incorporates our internal

risk management framework including

around policies, controls and reporting

(whether through disclosures, monitoring,

audit work, investigation work or internal

reporting processes). The resulting analysis

allows risks to be monitored and tracked

across all businesses and markets and feeds

into the regular risk discussions of executive

management, the Audit Committee and

the Board.

In addition, the Risk and Controls Group

remains focused on driving continuous

improvement in WPP’s internal control

environment, looking at the design and

implementation of internal financial controls

as well as controls that support WPP’s

risk framework.

3. INTERNAL AUDIT AND AUDIT

COMMITTEE OVERSIGHT

The internal audit function, with Audit

Committee oversight and external resource

as required, provides an independent review

of risk management and internal control via

internal audits and management of the

testing programme for ICFR.

ASSESSING AND MANAGING OUR RISKS CONTINUED

76 WPP ANNUAL REPORT 2024

STRATEGIC REPORT

VIABILITY STATEMENT

RISK ASSESSMENT

ASSESSMENT OF PROSPECTS

An understanding of the Group’s business

model and strategy detailed on pages 12 and

16 is central to understanding its prospects.

The Directors assess the Group’s prospects

on a regular basis through the financial

reporting and planning process, agency

reviews at each Board meeting, quarterly

reviews of the agencies by the executive

team and ongoing reviews of the Group’s

profitability, cash flows and funding

requirements. The Board reviews the

longer-term risks and opportunities for the

Group discussed in the Strategic Report and

considered these in greater depth at a Board

strategy session in 2024, which covered

changes in the macroeconomic environment,

the potential impact of data, commerce and

AI upon clients’ marketing activities and our

services and operations, technological

disruption and the Group’s working culture,

the impact of climate change and increased

regulation. The Board has also considered

economic conditions and geopolitical

activities, including those caused by the

conflicts in Ukraine and the Middle East.

VIABILITY STATEMENT

The Directors’ assessment of the Group’s

viability has been made over a three-year

period. This period has been chosen as it

aligns with the period in which we believe

our principal risks tend to develop, and

is in line with the structure of long-term

management incentives and the outputs

from the long-range business planning cycle.

The Directors’ assessment has been made

with reference to:

– The Group’s principal risks and how these

are managed and the impact of a principal

risk materialising

– The ongoing reviews, short-term notice

periods or assignment nature of many

of the client engagements

– The Group’s current financial position,

prospects and strategy

– The ongoing transformation programme

updated in this report

– The changes taking place in our industry

– The long-term impact of technological

disruption

– The ongoing simplification of the Group

structure and improvements in our

integrated service offering to clients

– The volatility of global economic

conditions including the economic and

geopolitical impacts of the conflicts

in Ukraine and the Middle East

– The impact on the Group of epidemics

or pandemics including restrictions on

businesses, social activities and travel,

and the resulting impact on the economies

in which the Group operates, our clients

and demand for our services

In testing the viability of the Group, we have

undertaken a robust scenario assessment of

the principal risks which could threaten the

viability or existence of the Group. In the

scenario modelling a range of severe but

plausible scenarios were considered,

including global instability & regulatory

scrutiny, major client loss & reputational

damage, major cyber attack & data breach,

extreme weather events & ESG impact, and

a net sales decline stress test. Each of the

scenarios was linked to WPP’s principal risks,

and how this can lead to client loss, loss of

reputation, contract breach, our inability

to win new business, and the impact of a

revenue less pass-through costs decline.

The Group’s forecasts and projections took

account of: (i) reasonably possible declines

in revenue less pass-through costs; and

(ii) remote declines in revenue less pass-

through costs for stress-testing purposes;

and considered the Group’s liquidity

headroom including the suspension of

share buybacks, dividends and acquisitions,

and access to public and private capital

markets which would continue to be

accessed proactively should any material

risk to liquidity materialise.

A range of revenue less pass-through cost

declines have been modelled up to a

decline of 36% compared with the year

ended 31 December 2024. In the most

extreme scenarios tested, the Directors have

considered the further actions that could be

taken to mitigate negative cash flow impact

and ensure additional liquidity, including

cost mitigations of 60% of the decline in net

sales and the suspension of share buybacks

and dividends. The Directors have assumed

that the Company will be able to refinance

existing bonds and, as a result, the Group

will continue to operate with sufficient

liquidity available. However, the long-term

viability of the Group could be impacted

by other as yet unforeseen risks and the

mitigating actions that have been put in

place in respect of the principal risks could

turn out to be less effective than intended.

Having assessed the current position of the

Company, its prospects and principal risks

and taking into account the assumptions

above, the Board has determined that it has

a reasonable expectation that the Company

will be able to continue in operation and

meet its liabilities as they fall due over the

next three years.

GOING CONCERN

The Group’s business activities, together

with the factors likely to affect its future

development, performance and position are

set out in the Financial Review on pages 68-72

and Principal Risks and Uncertainties on

pages 78-85. The financial position of the

Group, its cash flows, liquidity position and

borrowing facilities are described in

the financial statements and the notes to

the financial statements. The notes also

include the Group’s objectives, policies

and processes for managing its capital;

its financial risk management objectives;

details of its financial instruments and

hedging activities; and its exposures to

credit risk and liquidity risk.

The Group consolidated financial

statements have been prepared on the

going concern basis.

In performing its going concern assessment,

the Group’s forecasts and projections have

taken account of (i) reasonably possible

declines in revenue less pass-through costs

or increases in costs arising from severe but

plausible downside scenarios and (ii) the

results of reverse stress tests to qualify the

level of revenue less pass-through costs

declines compared to 2024, taking into

account the suspension of share buybacks,

dividends and acquisitions, and cost mitigation

actions which could be implemented.

This assessment shows that the Company

and the Group would be able to operate

with appropriate liquidity and be able to

meet its liabilities as they fall due and for a

period of at least 12 months from the date

the financial statements are signed.

The Directors therefore have a reasonable

expectation that the Company and the

Group have adequate resources to continue

in operational existence for at least

12 months from the date of this report.

Thus they continue to adopt the going

concern basis of accounting in preparing

the financial statements.

77WPP ANNUAL REPORT 2024

STRATEGIC REPORT

ASSESSING AND MANAGING OUR RISKS

The Board has carried out a robust assessment of the principal risks and uncertainties affecting the Group and the

markets we operate in and strategic decisions taken by the Board as at 31 December 2024 and up to the date of

this report – including any adverse effects of the geopolitical situation resulting from the conflicts in Ukraine and

the Middle East – which are described in the table on this and the following pages.

PRINCIPAL RISKS

AND UNCERTAINTIES

PRINCIPAL RISK POTENTIAL IMPACT

HOW IT IS MANAGED AND

REFLECTED IN OUR STRATEGIC PRIORITIES

ECONOMIC RISK

Adverse economic conditions,

including those caused by the conflicts

in Ukraine and the Middle East, severe

and sustained inflation and currency

volatility in key markets where we

operate, tariffs and other trade

barriers, supply chain issues including

around resilience affecting the

distribution of our clients’ products

and/or disruption in credit markets,

pose a risk our clients may reduce,

suspend or cancel spend with us or

be unable to satisfy obligations.

Economic conditions, including inflation,

currency volatility and increasing interest

rates among others, have a direct impact

on our business, results of operations and

financial position.

In the past, clients have responded to

weak economic and financial conditions

by reducing or shifting their marketing

budgets which are easier to reduce

in the short term than their other

operating expenses.

Our account teams, in partnership with WPP’s Treasury function

as needed, work proactively with our clients to understand the

challenges they are facing, determine general trends in marketing

spend and develop plans in advance to help us prepare, redeploy

resources and manage costs accordingly.

Our crisis management and business resilience team works with

our networks to identify priority services and the key dependencies

they rely on and develops market-specific incident response and

service continuity plans to best ensure business operations are

resilient to external factors.

Our client portfolio is diverse, consisting of organisations operating

in different industry sectors and across a broad geographical

spread, which further helps mitigate the impact of any specific

challenges individual clients or markets might be facing.

GEOPOLITICAL RISK

Growing geopolitical tension and

conflicts continue to have a destabilising

effect in our markets and across

geographical regions. Alongside

an adverse effect upon the economic

outlook, there is a general erosion of

trust in institutions and – in relation

to global cooperation and integration –

an increasing political focus both

on national interests and regional

convergence. Such factors and

economic conditions may be reflected

in our clients’ confidence in making

longer-term investments and

commitments in marketing spend.

Actual or threatened geopolitical tension

and conflicts lead to greater uncertainty,

economic instability and a general lack of

confidence for many of our clients who are

inclined to scale back, delay or cancel their

marketing plans and budgets.

We work closely with our in-country teams, third-party advisors,

clients and other agencies in monitoring the level and nature of

geopolitical issues, events and developments across all markets

and regions.

Our primary focus is the safety and security of our people, and

for extreme events or periods of disruption we have developed a

series of crisis and response plans with clear lines of escalation to

the Board and Executive Committee that focus upon the wellbeing

of our people and their families.

We have detailed operational and financial plans, developed

through the consideration of a range of potential scenarios and

outcomes that are continuously monitored and, if required, used

to make interventions and support decision making over our

operations, investments and advice to clients.

STRATEGIC PLAN

The failure to successfully complete

the strategic plan updated in January

2024 to lead through AI, data and

technology, to accelerate growth

through the power of creative

transformation, to build world-class,

market-leading brands and to execute

efficiently to drive financial returns

through margin and cash.

A failure or delay in implementing or

realising the benefits from the strategic

plan may have a material adverse effect

on our market share and our business,

revenues, results of operations, financial

condition or prospects.

Board oversight of the implementation of the strategic plan and

Group simplification and regular briefings on the Group’s response

to economic and geopolitical risks.

The Executive Committee regularly reviews progress against

the strategic plan and actions required to deliver against the plan

and convenes regularly to discuss the Group’s response to and

implementation of the measures highlighted above to mitigate

the impact of economic and geopolitical risks on the Group’s

operations, people, clients and financial condition.

The focus on managing cost and changes in ways of working have

accelerated aspects of the strategic plan as we continue to move

towards a simplified company structure and enhanced use of

technology, including generative AI, by our people.

78 WPP ANNUAL REPORT 2024

STRATEGIC REPORT

PRINCIPAL RISK POTENTIAL IMPACT

HOW IT IS MANAGED AND

REFLECTED IN OUR STRATEGIC PRIORITIES

AI STRATEGY

WPP Open is our AI-driven operating

system for marketing transformation

– it brings together, through

proprietary AI models created within

WPP, diverse datasets across media,

performance, client and industry

insights, it offers intelligent workflow

and operations in a centralised

workspace, it augments creative and

strategic capabilities in an enterprise-

level generative AI studio and it

integrates, through WPP’s technology

partnerships, third-party technologies

and data to provide an industry

solution. Delay in adoption and

leverage of the opportunities offered

by WPP Open and AI in general may

impact the services WPP provides

to its clients, as well as the overall

operation of the business.

WPP may incur costs when ensuring

it can comply with the introduction

of AI laws and regulations, including

the EU AI Act. This would be through

review of IT systems and processes,

which may require refinement or

amendment, to ensure regulation

can be adhered to.

IP laws and in particular the analysis

of copyright infringement is evolving

in generative AI specifically. Where

AI is used in client deliverables,

IP infringement risk, in particular

be assessed in the context of the

underlying data sets used in the

creation of client work.

Without the automation and efficiency

gains offered by generative AI, and AI

more broadly, we may experience

increased costs and inefficiencies in our

operations impacting profitability and

competitiveness.

Clients expect us to use generative

AI-driven tools and technologies

in our services and deliverables and are

increasingly able to purchase and use

licences to such tools and technologies

themselves. If we fail to adopt generative

AI at pace and continue to advance and

evolve our commercial model, we may

struggle to keep up with these demands,

leading to decreased relevance and

effectiveness of our services and

deliverables for clients, and allow an

opportunity for AI vendors to contract

directly with our clients.

Falling behind competitors leveraging

the opportunities AI offers to gain

a competitive advantage could result

in lost market share, decreased revenue

and reduced profitability.

We may struggle to attract and retain

talent, further hindering our ability

to innovate and compete.

Generated materials may infringe

third-party IP resulting in legal costs

and client reputation impact.

The Chief AI Officer, working together with the CEO and CTO,

is responsible for the strategic direction of generative AI in

the business.

We have established a Generative AI Governance Committee

which oversees the application and adoption of, and risks

associated with, generative AI across WPP. This committee

includes the CEO, CTO and Chief Privacy Officer and other senior

stakeholders in the business with responsibility for the safe and

responsible use of generative AI within the Group. This committee

will be expanded in 2025 to cover all AI risk.

We have developed and continue to invest in WPP Open, which

is available to all staff in order to support our work and deliverables

both internally and for clients.

We have established partnerships with leading generative

AI platforms, technologies and companies, including NVIDIA.

We actively monitor the changing regulatory landscape and the

introduction of new laws regulating AI to assess the impact on our

business and work, including detailed review of the EU AI Act and

evolving IP laws (including copyright), and how they will impact

how we service our clients.

We have a comprehensive due diligence process in place to

review the third-party AI tools/platforms used in the business.

This process considers the use case for the tool/platform and

includes reviews of the security, legal and technology aspects

of the tool/platform as well as sources of underlying learning data,

where applicable, to develop a ‘traffic light’ approach to risk.

While AI provides many opportunities (including efficiencies

and new services and offerings), we also continue to review and

consider the impact around our business model through the

Generative AI Governance Committee, reporting to the Board

and Audit Committee on identified risks and impacts.

IT AND SYSTEMS

We continue to undertake a series of

IT programmes devised to prioritise

the most critical changes necessary

to support the Group’s strategic

plan while maintaining the operational

performance and security of

core systems.

The Group is reliant on third parties

for the performance of a significant

portion of our worldwide information

technology and operations functions.

Failures or delays in providing these

functions could have an adverse

effect on our business.

Any failure or delay in implementing the IT

programmes may have a material adverse

effect upon the overall strategic plan and

the realisation of key targeted benefits

and savings.

Disruption and unavailability of critical

systems may lead to disruption in our

operations and client service delivery.

The Board and management team provide oversight and governance

of the most important IT and systems change initiatives the

business is pursuing.

Detailed plans have been prepared for each major systems initiative

and overall progress, challenges and risks are monitored as part

of our project management processes and discussed in dedicated

steering committees which also agree upon any corrective action

that may be required, including around supplier resilience.

Progress reports are also completed as part of regular briefings

that the Board receives on the overall implementation of the

strategic plan.

KEY

Increased risk No change from last year

79WPP ANNUAL REPORT 2024

STRATEGIC REPORT

PRINCIPAL RISKS AND UNCERTAINTIES

PRINCIPAL RISK POTENTIAL IMPACT

HOW IT IS MANAGED AND

REFLECTED IN OUR STRATEGIC PRIORITIES

CLIENT LOSS

We compete for clients in a highly

competitive industry which is

continuously evolving and undergoing

structural change and advancements

in AI, data and technology. Client

net loss to competitors or as a

consequence of client consolidation,

insolvency or a reduction in marketing

budgets due to a geopolitical change

or shift in client spending, could have

a material adverse effect on our

market share, business, revenues,

results of operations, financial

condition and prospects.

The competitive landscape in our industry

is constantly evolving and the role of more

traditional services and operators in our

sector who have not successfully diversified

is being challenged. Competitors include

multinational advertising and marketing

communication groups, marketing services

companies, database marketing information

and measurement and professional

services, and consultants and consulting

internet companies.

Client contracts can generally be

terminated on 90 days’ notice or are on

an assignment basis and clients put their

business up for competitive review from

time to time.

The ability to attract new clients and to

retain or increase the amount of work from

existing clients may be impacted if we fail

to react quickly enough to changes in the

market and to evolve our structure, or as

a consequence of any loss of reputation,

and may be limited by clients’ policies

on conflicts of interest.

The strategic plan updated in January 2024 places emphasis on

leading through AI, data and technology, accelerating growth

through the power of creative transformation, building worldclass,

market-leading brands and executing efficiently to drive financial

returns through margin and cash.

Renewed investment in WPP Open, our AI-powered marketing

operating system, and increasing engagement amongst

employees (74% increase in monthly active users since the start

of 2024 to 33,000) and deployment through clients (see page 67).

Continuous improvement of our creative, media and production

capabilities and reputation of our businesses. The development

and implementation of senior leadership incentives to align more

closely with our strategy and performance.

Business review at every Board, Executive Committee and network

management meeting to identify client loss. Monthly updates to

the executive management team on the status of the Group’s

major clients and upcoming pitches for potential new clients.

Continuous engagement with our clients and suppliers through

this period of uncertainty and reduction in economic activity.

Board focus on the importance of a positive and inclusive

culture across our business to attract and retain talent and clients.

A continued simplification of our organisational structure

(and therefore structural cost savings) and more collaborative

working through the opening of further campus co-locations

(see page 33).

CLIENT CONCENTRATION

We receive a significant portion of

our revenues from a limited number

of large clients and the net loss of one

or more of these clients or of a major

assignment with them could have

a material adverse effect on our

prospects, business, financial condition

and results of operations.

A relatively small number of clients

contribute a significant percentage of

our consolidated revenues. Our ten largest

clients accounted for 19.7% of revenue

less pass-through costs in the year ended

31 December 2024.

Clients can reduce their marketing spend,

terminate contracts or cancel projects on

short notice. The loss of one or more of

our largest clients or of a major assignment

with them, if not replaced by new accounts

or an increase in business from existing

clients, would adversely affect our

financial condition.

Business review at every Board meeting and regular engagement

at executive level with our clients including GCL (Global Client

Lead) and business development teams monitoring (including

through client satisfaction surveys) and supporting growth of

client relationships.

A ‘new and existing business’ tracker is reviewed by the Executive

Committee on a monthly basis with regular updates provided to

the Board.

Increased flexibility in the cost structure (including incentives,

consultants and freelancers).

PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED

80 WPP ANNUAL REPORT 2024

STRATEGIC REPORT

PRINCIPAL RISK POTENTIAL IMPACT

HOW IT IS MANAGED AND

REFLECTED IN OUR STRATEGIC PRIORITIES

PEOPLE, CULTURE AND SUCCESSION

Our performance could be adversely

affected if we: do not react quickly

enough to changes in our market;

fail to attract and develop key creative,

commercial, technology and

management talent; are unable to retain

and incentivise key talent; or are unable

to adapt to new ways of working by

balancing home and office working.

We are highly dependent on the talent,

creative abilities and technical skills of

our people as well as their relationships

with clients.

We are vulnerable to the loss of people

to competitors (traditional and emerging)

and clients, leading to disruption to

the business.

The Compensation Committee provides oversight for the Group’s

compensation and incentive plans, which are structured to provide

retention value by, for example, paying part of annual incentives

in shares that vest two years after grant date.

WPP’s All In survey provides the Board, Executive Committee

and senior leaders across the Group with the general sentiment,

opinions and concerns of employees and was completed by 72%

of our people in 2024. Headline findings included general and local

views on engagement, career growth, leadership, clients, wellbeing

and inclusion and have contributed to the menu of initiatives

available to our people.

We continue to work across the Group to embed collaboration

and invest in training and development to retain and attract

talented people.

The investment in co-located campus properties continues

to increase the cooperation across our agencies and provides

extremely attractive and motivating working environments.

Our real estate teams work closely with people teams across

the business to consider how space is being utilised to support

collaboration and innovation, and also operations: co-locating

our people in fewer, higher-capacity campus buildings means we

can centralise emergency preparedness procedures and deploy

climate mitigation measures more efficiently.

We also continue to focus on the mental health of our people

by providing access to wellbeing resources, support networks,

funded events, discussion forums and additional time off.

Looking ahead, succession planning for the Chief Executive Officer,

the Chief Financial Officer and key executives of the Company

is undertaken by the Board and Nomination and Governance

Committee on a regular basis and a pool of potential internal

and external candidates is identified for both emergency and

planned scenarios.

CYBER AND INFORMATION SECURITY

WPP has in the past, and may in the

future, experience a cyber attack that

leads to harm or disruption to our

operations, systems or services.

This risk is also likely to increase as

the prevalence and sophistication of

generative AI means there is potential for

both human and AI-generated attacks.

Such an attack may also affect suppliers

and partners through the unauthorised

access to, or manipulation, corruption

or destruction of, data.

We may be subject to investigative or

enforcement action or legal claims or

incur fines, damages or costs and client

loss if we fail to adequately protect data.

A system breakdown or intrusion could

have a material adverse effect on our

business, revenues, results of operations,

financial condition or prospects and have

an impact on long-term reputation and

lead to client loss.

The imposition of sanctions and the

associated geopolitical situation following

the conflicts in Ukraine and the Middle

East have triggered an increase in cyber

attacks generally.

WPP has a single IT control framework that is mandatory for all

WPP agencies and is aligned to the WPP Data Privacy & Security

Charter, NIST, IS27001 and COBIT.

We monitor and log our network and systems through the WPP

24/7 Cyber Security Operations Centre, as well as undertaking

threat intelligence activities, vulnerability scanning and

penetration testing, where appropriate.

Breach and attack simulation software provides continuous

assessment and incident response plans and playbooks are tested,

with lessons learned and improvements made.

We continually raise our people’s security awareness through our

mandatory WPP Safer Data training and rolling phishing simulation

and education programmes.

WPP’s Data Privacy, Security & Ethics Risk Committee (a sub-

committee of the WPP Risk Committee) meets quarterly and

includes WPP’s Chief Information Officer, Chief Information

Security Officer, Chief Privacy Officer, Chief Sustainability Officer

and Chief Technology Officer. This sub-committee is responsible

for identifying and responding to privacy, technology, data and

cybersecurity risk across WPP.

KEY

Increased risk No change from last year

81WPP ANNUAL REPORT 2024

STRATEGIC REPORT

PRINCIPAL RISKS AND UNCERTAINTIES

PRINCIPAL RISK POTENTIAL IMPACT

HOW IT IS MANAGED AND

REFLECTED IN OUR STRATEGIC PRIORITIES

CREDIT RISK

We are subject to credit risk through the

default of a client or other counterparty.

Challenging economic conditions,

heightened geopolitical issues, shocks

to consumer confidence, disruption

in credit markets and challenges

in the supply chain disrupting our client

operations can lead to a worsening

of the financial strength and outlook for

our clients who may reduce, suspend or

cancel spend with us, request extended

payment terms beyond 60 days or be

unable to satisfy obligations.

We are generally paid in arrears for our

services. Invoices are typically payable

within 30 to 60 days.

We commit to media and production

purchases on behalf of some of our clients

as principal or agent depending on the

client and market circumstances. If a client

is unable to pay sums due, media and

production companies may look to us to

pay those amounts and there could be an

adverse effect on our working capital and

operating cash flow.

Evaluating and monitoring clients’ ongoing creditworthiness and

in some cases requiring credit insurance or payments in advance.

We work closely with our clients to ensure timely payment for

services in line with contractual commitments and with vendors

to maintain the settlement flow on media.

Treasury and our liquidity position is a recurring agenda item

for the Audit Committee and Board.

Increased management processes to manage working capital

and review cash outflows and receipts.

INTERNAL FINANCIAL CONTROLS

Our performance could be adversely

impacted if we fail to ensure adequate

internal control procedures are in

place. If material weaknesses are

identified, they could adversely

affect our results of operations,

investor confidence in the Group and

the market price of our ADRs and

ordinary shares.

Failure to ensure that our networks have

robust control environments, or that the

services we provide and trading activities

within the Group are compliant with

client obligations, could adversely

impact client relationships and business

volumes and revenues.

If material weaknesses in internal controls

are discovered or occur in the future,

our ability to accurately record, process

and report financial information and,

consequently, our ability to prepare

financial statements within required time

periods, could be adversely affected.

In addition, the Group may be unable

to maintain compliance with the

federal securities laws and NYSE listing

requirements regarding the timely filing

of periodic reports. Any of the foregoing

could cause investors to lose confidence

in the reliability of our financial reporting,

which could have a negative effect on the

trading price of the Group’s ADRs and

ordinary shares.

Transparency and contract compliance are embedded through

the networks and reinforced by audits at a WPP and network level.

Regular monitoring of key performance indicators for trading

is undertaken to identify trends and issues.

An authorisation matrix on inventory trading is agreed with the

Board and the Audit Committee.

Our controls function is responsible for the design of financial,

operational, reporting and compliance controls across the

Group and, under the direction of our Group Financial Controller,

performs an evaluation of the effectiveness of our internal control

over financial reporting. Our technical accounting function

supports both these review efforts and complex accounting

matters and judgements, and changes in accounting standards.

Alongside the ongoing ERP deployment and finance shared service

optimisation programmes, management has set clear control

enhancement objectives for 2025 as part of the ongoing and

continued development of the Group’s controls culture,

formalising its continuous improvement activities into a

Controllership Enhancement programme.

Management is committed to maintaining a strong internal control

environment, with appropriate oversight and monitoring, from

controls committees which sit at WPP and at network level as

sub-committees of the Risk Committees and meet quarterly,

and from our Audit Committee.

PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED

82 WPP ANNUAL REPORT 2024

STRATEGIC REPORT

PRINCIPAL RISK POTENTIAL IMPACT

HOW IT IS MANAGED AND

REFLECTED IN OUR STRATEGIC PRIORITIES

DATA PRIVACY

We are subject to strict data

protection and privacy legislation

in the jurisdictions in which we operate

and rely extensively on information

technology systems. The use of AI,

while offering significant benefits,

introduces specific data privacy risks

related to data collection, model

training and automated decision-

making. We store, transmit and rely

on critical and sensitive data such as

strategic plans, personally identifiable

information and trade secrets:

– Security of this type of data is

exposed to escalating external

threats, that are increasing in

sophistication, as well as internal

data breaches

– Data transfers between our global

operating companies, clients or

vendors may be interrupted due

to changes in law (for example,

EU adequacy decisions, CJEU

Schrems II decision)

We may be subject to investigative

or enforcement action or legal claims

or incur fines, damages, or costs and

client loss if we fail to adequately protect

data or observe privacy legislation in

every instance:

– The Group has in the past, and may

in the future, experience a system

breakdown or intrusion that could

have a material adverse effect

on our business, revenues, results

of operations, financial condition

or prospects

– Restrictions or limitations on

international data transfers could

have an adverse effect on our business

and operations

– Misuse or unintended consequences

of AI technologies could lead to

breaches of data privacy, reputational

damage and regulatory scrutiny

We develop principles on privacy and data protection and

compliance with local laws. We also monitor pending changes

to regulations and identify changes to our processes and policies

that would need to be implemented. In the case of data transfers,

we also identify alternative approaches, including using other

permitted transfer mechanisms to limit any potential disruption

(for example, SCCs instead of the US Data Protection Framework).

We implement extensive training on data protection regulations

(including GDPR and CPPA) and roll out toolkits to assist our people

with their implementation.

We have a Chief Privacy Officer and Global Data Protection Officer

in role and supported by a Data Protection Office. Data privacy

activities across WPP are governed by the WPP Data Privacy &

Security Charter and follow the WPP Privacy Management

Framework.

WPP’s Data Privacy, Security & Ethics Risk Committee (a sub-

committee of the WPP Risk Committee with responsibility for

identifying and responding to privacy, technology, data and

cybersecurity risk) meets quarterly and includes WPP’s CIO, CISO,

Chief Privacy Officer, DPO, Chief Sustainability Officer and CTO.

Our people must take Privacy & Data Security Awareness training

and understand the WPP Data Code of Conduct and WPP policies

on data privacy and security.

The Data Health Checker survey is performed annually to

understand the scale and breadth of data we collect so the level

of risk associated with this can be assessed.

Tailored risk assessments have been conducted for key business

functions, including Finance, Security, IT, and People, to identify

and mitigate specific data privacy risks associated with AI

implementation within those areas. These assessments inform

function-specific policies, procedures, and training programmes.

Annual reporting to the Audit Committee on significant regulatory

changes, data privacy risks and steps taken to mitigate those risks.

TAX ATION

WPP’s tax charge could be adversely

impacted by new tax rules, changes

to the application of existing rules

or higher tax rates.

Changes in local or international tax

rules and rates, changes arising from the

application of existing rules, new demands

and assessments or challenges by tax

authorities, may expose us to significant

additional tax liabilities or impact the

carrying value of our deferred tax assets,

which would affect the future tax charge

and our liquidity position.

We actively monitor any proposed regulatory or statutory changes

and consult with government agencies where possible on such

proposed changes.

Bi-annual briefings to the Audit Committee of significant

changes in tax laws and their application and regular briefings

to executive management.

We engage advisors and legal counsel to obtain opinions on

tax legislation and principles.

We seek to identify, evaluate and mitigate operational tax risks

through our tax control framework.

KEY

Increased risk No change from last year

83WPP ANNUAL REPORT 2024

STRATEGIC REPORT

PRINCIPAL RISKS AND UNCERTAINTIES

PRINCIPAL RISK POTENTIAL IMPACT

HOW IT IS MANAGED AND

REFLECTED IN OUR STRATEGIC PRIORITIES

REGULATORY

We are subject to strict anti-corruption,

anti-bribery and anti-trust legislation

and enforcement and incoming

anti-fraud legislation in the countries

in which we operate.

We operate in a number of markets

where the corruption risk has been

identified as high by groups such as

Transparency International.

Failure to comply or to create a culture

opposed to fraud, bribery and corruption

or failure to instil business practices that

prevent both human and AI-generated

fraud and corruption could expose

us to civil and criminal sanctions and

negatively impact our reputation or

financial condition.

Online and in-country ethics, anti-bribery, anti-corruption,

anti-fraud and anti-trust training on a Group-wide basis to raise

awareness and seek compliance with our Code of Conduct and

AFBAC Policy.

A continuously evolving business integrity programme to ensure

compliance with our codes and policies and remediation of any

breaches of policy.

Continuous communication of the confidential, independently

operated Right to Speak helpline for our people and stakeholders

to raise any potential breaches of our Code and policies, which

are investigated and reported to the Audit Committee

on a regular basis.

Due diligence on acquisitions and on selecting and appointing

suppliers, an actively managed disclosure programme and

approvals process around conflicts of interest and related party

interests and (separately) around gifting, entertainment and

hospitality and restrictions on the use of third-party consultants

in connection with any client pitches.

Shared financial services in the markets in which we operate and

a controls function which operates at WPP and at network level.

Risk committees are well established at WPP and across the

networks to monitor risk and compliance through all of our

businesses and the enhancement of our business integrity

programme across our markets. For details of the risk committees’

responsibilities and our business integrity programme,

see pages 73-74.

SANCTIONS

We are subject to the laws of the US,

the EU, the UK and other jurisdictions

that impose sanctions and regulate the

supply of services to certain countries.

The conflict in Ukraine has caused the

adoption of comprehensive sanctions

by, among others, the EU, the US and

the UK, which restrict a wide range of

trade and financial dealings with Russia

and Russian persons.

Failure to comply with these laws could

expose us to civil and criminal penalties

including fines and the imposition

of economic sanctions against us and

reputational damage and withdrawal

of banking facilities which could materially

impact our results.

Online training to raise awareness and seek compliance and

updates for our agencies on any new sanctions.

Regular briefings to the Audit Committee and constant monitoring

by the WPP legal function with assistance from external advisors

of the sanctions regimes. Executive Committee briefed and working

with the WPP legal function to ensure compliance with escalating

sanctions as a consequence of the conflict in Ukraine.

PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED

84 WPP ANNUAL REPORT 2024

STRATEGIC REPORT

PRINCIPAL RISK POTENTIAL IMPACT

HOW IT IS MANAGED AND

REFLECTED IN OUR STRATEGIC PRIORITIES

ENVIRONMENTAL, SOCIAL & GOVERNANCE (ESG)

The Group’s operations could be

disrupted by an increased frequency

of extreme weather and climate-

related natural disasters.

The Group could be subject to

increased costs to comply with the

potential future changes in ESG law

and regulations. This includes the EU

Corporate Sustainability Reporting

Directive (CSRD) and the IFRS

Sustainability Standards.

A failure to manage the complexity

in carbon emission accounting for

marketing or to consider Scope 3

emissions in new technology and

business model innovation across the

supply chain could have an adverse

effect on our business and reputation.

We are susceptible to reputational

risk associated with working on client

briefs perceived to be environmentally

detrimental and/or misrepresenting

environmental claims.

More frequent extreme weather and

climate-related natural disasters could

include storms, flooding, wildfires and

water and heat stress which can damage

our buildings, jeopardise the safety and

wellbeing of our people and significantly

disrupt our operations.

We could be subject to increased costs

to comply with potential future changes

in ESG laws and regulations. This includes

increasing carbon offset pricing to meet

our climate commitments.

Increased investment is also required to

renovate and electrify buildings, embed

sustainability in AI development and

develop internal ESG reporting capacity

and capabilities.

In addition, carbon emission accounting for

marketing is in its infancy and methodologies

continue to evolve. This is particularly the

case for emissions associated with digital

media. This may result in the need for

future emissions restatements to reflect

measurement changes.

Furthermore, as societal consciousness

around climate change evolves, our sector

is seeing scrutiny of its role in driving

consumption. Our clients seek expert

partners who can give recommendations

that take into account their impact

and stakeholder concerns around

climate change.

Additionally, WPP serves some clients

whose business models are under increased

scrutiny, for example, energy companies

or associated industry groups. This creates

both a reputational and related financial

risk for WPP if we are not rigorous in our

content standards.

Our Crisis Management and Business Resilience function provides

global standards for operational resilience: strategy, governance,

policy, resources and training assets to better plan for and respond

to crisis events of all types and at all degrees of scale. This includes

extreme weather events and also the Employee Assistance

Programme is activated in response to climate-related extreme

weather events. In addition, climate-related risk is considered

in our co-location strategy as noted above and as needed we also

employ a hybrid working approach, providing additional resilience

by enabling full remote working – provided employees and their

families are in safe locations – during extreme weather events.

We are developing an ESG compliance roadmap to deliver against

our regulatory obligations, including for the EU Corporate

Sustainability Reporting Directive.

Our Transition Plan will provide the roadmap to achieving our

carbon reduction commitments. As part of this plan and through

our work to decarbonise media and media supply chains, we are

exploring opportunities to improve accounting for emissions

from media.

To manage the cost and quality of carbon credits purchased

to offset residual emissions, WPP’s Sustainability Policy and

Environmental Policy include policy guidance around offsetting.

We are further developing our offsetting strategy as part of our

Transition Plan.

The Board Sustainability Committee gives increased focus on

sustainability and implementation of our plans and policies. ESG

reporting has been embedded in the Terms of Reference of the

Audit Committee, providing increased focus on the development

of our non-financial reporting capabilities.

Measuring and monitoring sustainability KPIs is critical to meet

our sustainability strategy and targets. We are embedding ESG

controls across our operations to enhance the accuracy of our

disclosures across material ESG topics.

In 2024, we launched a Future Readiness Academy for Sustainability.

Modules covering Climate Essentials and Green Claims are

accessible to all employees globally and seek to ensure that our

people recognise the importance of our sector’s role in addressing

the climate crisis. The Academy is part of a broader sustainability

training programme being run in multiple markets with localised

content in key regions.

We have developed internal tools to help our people identify

potentially environmentally harmful briefs. These tools embed

climate-related issues within existing content review procedures

across the organisation. The misrepresentation of environmental

issues is governed by our Code of Business Conduct. Our

Assignment Acceptance Policy and Framework and Green Claims

Guide provide further guidance about how to conduct additional

due diligence in relation to clients and any work we are asked

to undertake.

Further information on ESG governance and ESG reporting is

provided in the Sustainability section of this report (pages 36-61).

KEY

Increased risk No change from last year

85WPP ANNUAL REPORT 2024

STRATEGIC REPORT

PRINCIPAL RISKS AND UNCERTAINTIES

In this section

Chair’s letter 88

Compliance with the UK Corporate

Governance Code 91

Our Board 92

Our Executive Committee 95

Division of responsibilities 97

How our Board engages with stakeholders 98

Board activities 102

Composition, succession and review 103

Nomination and Governance Committee report 105

Audit Committee report 110

Sustainability Committee report 117

Compensation Committee report 119

Statement of Directors’ responsibilities 143

CORPOR ATE

GOVERNANCE

WPP ANNUAL REPORT 202486

WPP ANNUAL REPORT 2024

CORPORATE GOVERNANCE

WPP ANNUAL REPORT 2024

CHAIR’S L ETTER

A STRONG BOARD, TALENTED PEOPLE

AND LEADING CAPABILITIES

First, WPP has a strong and experienced

Board which upholds high standards of

governance. The Board has refreshed its

composition well in recent years and its

members have the capabilities and expertise

required to support the business effectively.

Second, we have talented people and

high-end capabilities throughout the

Company. The leadership team headed

by Mark is a committed group who are

passionate about delivering for our clients

to drive success for WPP and value for its

shareholders.

I have already had the opportunity to meet

many colleagues around the world, including

– though not limited to – our senior leaders

in the UK and the US. The quality of the work

WPP produces for clients, and the Company’s

status as the most creative in the industry,

provide clear evidence of how good our

people are and how they strive for excellence.

Our technology credentials are also a

significant and important strength. WPP

has built a leadership position in AI that

creates the opportunity to differentiate

the Company from its peers and drive

improved performance.

The Board and leadership team are rightly

focused on ensuring investment in AI,

and in particular WPP Open, the Company’s

AI-powered marketing operating system,

translates into faster growth. There are

promising signs, given the role of WPP Open

in several major account wins in 2024, and

its growing adoption within the business.

TRANSFORMING THE BUSINESS

IN A FAST-CHANGING WORLD

Third, WPP has been through a necessary

and difficult transformation process over

the last few years, the scale of which has

perhaps not always been fully appreciated

by all external observers. WPP was a deeply

complex organisation, creating significant

operational, cultural and governance

challenges.

Great progress has been made, though there

remains work to do as the integration and

simplification of very large businesses within

WPP bed in, creating the foundations for

improved performance in the future.

It is a real privilege to chair the Board of

a company like WPP. Few organisations

have such an impressive client base, or

WPP’s global presence and depth of talent.

Fewer still can match its ambition to

transform marketing through the innovative

application of creativity and technology

for the world’s leading brands.

WPP is also a cornerstone of the creative

industries. I spent early parts of my career

in marketing, which left me with me a deep

respect for the profession and an appreciation

of the sector’s wider value. The marketing

services industry not only drives the success

of individual brands, but acts as a catalyst

for whole economies. It is estimated that

advertising contributes more than

£200 billion to the UK economy alone.

So I was delighted to be asked to take up

the baton from Roberto, who chaired WPP

with such skill and dedication throughout his

tenure. I am grateful to him, the Nomination

and Governance Committee and the rest of

the Board for enabling a smooth transition,

from joining the Board as Chair-designate

in September 2024 to becoming Chair in

January this year.

As I write this I have only been in the role for

a short period, but I wanted to share some

early observations on the business and the

environment in which it operates.

WPP IS WELL PLACED

TO CAPITALISE ON THE

CHANGING MARKET

LANDSCAPE”

Philip Jansen,

Chair, WPP

CORPORATE GOVERNANCE

WPP ANNUAL REPORT 2024

PERFORMANCE AND OUTLOOK

Prior-year client losses, on top of difficult

trading in China and weaker client

discretionary spending in the final

quarter, made for a disappointing

financial performance in 2024. And the

macroeconomic environment has weighed

on the Company’s outlook for 2025.

Despite the challenges, there was strategic

progress in 2024, as outlined in this report.

The Company improved margin and cash

conversion, reduced debt and maintained

its final dividend of 24.4p, giving a total

dividend of 39.4p for 2024.

Both the Board and management team

are clear on the need to drive stronger

top-line growth and at the Preliminary

Results presentation at the end of February

the executive team laid out its plan to

achieve this objective.

Supporting the team and reviewing

progress will be the number one priority

for the Board in 2025.

LISTENING TO OUR STAKEHOLDERS

My personal priority in my first months with

WPP has been to spend as much time as

possible listening to the Company’s most

important stakeholders.

A comprehensive induction process has

allowed me to speak to many people

in different parts of the business, across

our agencies and markets, to hear their

perspectives and to understand WPP

at a more granular level.

Along with my fellow board members I have

also reviewed the results of WPP’s annual

All In survey, which in 2024 was completed

by nearly 79,000 employees (72% of the

workforce). I know that building on the

positives and addressing opportunities

for improvement identified by the survey is

important to the leadership team, particularly

as our agencies look to strengthen culture

and collaboration through the new,

WPP-wide office attendance policy.

Another aspect of my engagement

programme has been to take on board the

views of those we do business with. Clients

have consistently told me that marketing

is an essential part of their strategy and

that what WPP does for them is therefore

mission-critical – reinforcing the trust that

major organisations place in this company.

A common message is that they appreciate

the way that WPP has changed to meet their

own changing needs, that we have often

been a vital part of their own transformation

journeys, and that they need us to continue

to evolve in line with their requirements.

On that theme, I recently joined other

members of the Board and leadership team

on a trip to Palo Alto to meet key clients,

suppliers and partners who are central to

the technological revolution that is reshaping

the marketing services industry.

This made clear to me that WPP is a highly

regarded and influential partner to these

companies, as well as a key player in the

ecosystem. It also underlined the scale of

both the challenges and the opportunities

ahead driven by the incredibly rapid

development of AI.

I am looking forward to discussing these

trends, and our people’s insights and

capabilities, when I meet shareholders on

our upcoming investor roadshow. As with

other stakeholders, I will be mostly in

listening mode.

I will, though, emphasise that the Board

and management team are absolutely

focused on delivering improved returns

for our shareholders through sustained,

profitable growth at WPP.

GroupM, for example, while an exceptional

business, has undergone essential but

large-scale change and needs time to

complete its turnaround under its new

leadership and structure.

GroupM’s challenges in China also illustrate

the task that has faced leadership, who

have strengthened oversight and controls

in relation to trading activities in this

strategically important market.

Fourth, WPP operates in an industry that

is not only one of the most competitive in

the world, but is also being fundamentally

reshaped – at great speed – by technology

and other structural changes.

WPP is well placed to capitalise on the

changing market landscape but such

disruption also presents risks, not least

in a global company exposed to the

impact on clients of macroeconomic and

geopolitical uncertainty. We outline all our

principal risks and uncertainties from page 78

of this report.

WORKING WITH THE WORLD’S

TOP BRANDS

Finally, WPP has a list of clients and partners

that would be the envy of any company

in the world. Our agencies work with the

biggest names in almost every sector

of global business.

As our leadership team has acknowledged,

WPP’s competitive performance in

winning and retaining assignments has

not consistently been at the level they

would expect.

Nonetheless, the Company continues to

serve many of the planet’s most admired

brands and organisations, who look to WPP

to help them grow their businesses, and has

been successful in several of the industry’s

biggest pitches in recent times. It also has

the closest relationship among its peers with

the major global technology companies.

This is a solid platform from which to build.

CORPORATE GOVERNANCE

WPP ANNUAL REPORT 2024

CHAIR’S LETTER

CHAIR’S LETTER CONTINUED

BOARD AND LEADERSHIP

TEAM COMPOSITION

WPP has a robust and long-running

programme to ensure that the composition

of the Board and executive leadership team

is continuously reviewed in line with the

principles of good governance and the

needs of the business.

As Roberto wrote in this report last year,

the Board continues to work closely with

Mark and the Company’s People team on

succession planning for all Executive Board

Director, Executive Committee and other

key leadership roles.

Such horizon-scanning gives the Board

visibility of internal and external candidates

for both unforeseen and planned scenarios.

It also supports efforts to ensure that the

Board and senior executive levels of WPP

reflect the world at large, recognising the

value of wide representation to the business

and its stakeholders.

WPP continues to exceed the UK board

diversity recommendations of the FTSE 100

Women Leaders Review and Parker Review.

FOCUSED ON CLIENTS,

AND THE FUTURE

There are two things that most of the people

I have met at WPP seem to have in common.

First, they are relentlessly focused on the

needs of their clients. Doing the best possible

work is a principle embedded in the fabric of

the organisation.

And second they are always looking forwards

– towards the new campaign, the upcoming

pitch, the latest technological innovation,

the next cultural trend.

I am sure these qualities are why clients want

to work with our agencies, and why they

attract such smart, curious, creative people.

Those people have given me a very warm

welcome to WPP, as well as confidence in

its future. Thank you to all of them.

Philip Jansen

Chair

28 March 2025

MY PERSONAL PRIORITY

IN MY FIRST MONTHS

WITH WPP HAS BEEN

TO SPEND AS MUCH TIME

AS POSSIBLE LISTENING

TO THE COMPANY'S

MOST IMPORTANT

STAKEHOLDERS”

CORPORATE GOVERNANCE

WPP ANNUAL REPORT 2024

COMPLIANCE WITH THE UK

CORPORATE GOVERNANCE CODE

During the year ended 31 December 2024,

the Company was compliant with the

provisions of good governance contained

in the 2018 UK Corporate Governance Code

(the 'Code’). The table below shows where

shareholders can find further information on

how the Company has applied the principles

of the Code.

The Company’s American Depositary Shares

are listed on the New York Stock Exchange

(NYSE). The Company is therefore subject

to the rules of the NYSE, as well as to US

securities laws and the rules of the Securities

and Exchange Commission (SEC) applicable

to foreign private issuers. As the Company

follows UK corporate governance standards,

differences from the NYSE governance

standards are summarised in the Company’s

Form 20-F filing. A copy of the Code is

available from the Financial Reporting

Council’s website at frc.org.uk

Please see page 113 for details of preparatory

work for the implementation of the 2024 Code

COMPLIANCE WITH THE CODE

3. COMPOSITION, SUCCESSION AND REVIEW

– The composition of the Board, along with members’ biographies

and tenure, is on pages 92-94

– The Nomination and Governance Committee report is on

pages 105-109 and provides information on the Committee’s work

this year, including succession planning

– The outputs of the Board performance review are on page 107

4. AUDIT, RISK AND INTERNAL CONTROL

– Our Viability Statement and how we assess and manage

our risks are on pages 77-85

– The Audit Committee report on pages 110-116 provides details

of the Committee’s oversight of the financial reporting

process, the review of our risk management and internal

control framework and responsibilities relating to internal

and external audit

5. REMUNERATION

– The Compensation Committee report on pages 119-142 sets out

responsibilities relating to the Compensation Policy and

determining executive and senior management arrangements

1. BOARD LEADERSHIP AND COMPANY PURPOSE

– The role of the Board is set out on page 97

– The Board’s approach to engagement and statement

on Section 172 factors is on page 99

– How the Board and management have engaged with

stakeholders is on pages 99-101

– An overview of the Company’s vision and purpose is set out

on the inside front cover

– How the Board promotes and assesses the desired culture

is set out from pages 42-44, 73-76 and 100

– Our strategy, overseen by the Board, is set out from pages 16-35

– A summary of our Group policies and practices is on page 41

2. DIVISION OF RESPONSIBILITIES

– Our Governance Model on page 97 sets out the division

of responsibilities between the Chair, CEO and Non-

Executive Directors

– Details of each Board committee are provided in the

respective committee reports from pages 105-142

CORPORATE GOVERNANCE

WPP ANNUAL REPORT 2024

OUR BO ARD

Appointed: 16 September 2024 (Chair from 1 January 2025)

Nationality: British

Skills and experience:

With his marketing background and experience leading technology and consumer

goods companies, Philip has deep insight into the marketing services industry.

Philip was Chief Executive of BT Group from 2019 to February 2024. Before that

he was CEO of Worldpay, the technology-led global payments services group.

Previous roles include CEO and then Chairman of Brakes Group, and a variety of

senior positions in Sodexo Group. Philip began his career at Procter & Gamble,

going on to hold marketing director roles at Dunlop Slazenger and Telewest before

moving into general management first at Telewest and then MyTravel. He was a

non-executive director of Travis Perkins for four years.

External appointments:

Trustee, Wellbeing of Women;

Senior Advisor, Bain Capital.

PHILIP JANSEN

CHAIR

Appointed: 3 September 2018 Nationality: British

Skills and experience:

Mark has held multiple leadership positions at WPP since joining in 1989. As CEO

of WPP Digital he was responsible for WPP’s first moves into technology. In 2015,

he became Global CEO of Wunderman, which he transformed into one of the world’s

leading agencies. Mark received a Fellowship in 2021 for outstanding services to the

industry in the IPA’s New Year’s Honours. In 2023 he joined INvolve’s Hall of Fame

following multiple listings as an Empower Advocate (including #1), which recognises

leaders who create diverse and inclusive business environments, alongside his five

consecutive years as a Heroes champion of women in business. Mark was awarded

a CBE in the King’s New Year Honours 2024 list, for services to the creative industries.

Mark has an economics degree from Trinity College, Cambridge, was a Henry Fellow

at Harvard University, and has an MBA from INSEAD.

External appointments:

Trustee, Natural History Museum.

MARK READ CBE

CHIEF EXECUTIVE OFFICER

External appointments:

Non-Executive Director, Informa plc.

Appointed: 19 April 2023, Chief Financial Officer from 27 April 2023

Nationality: Irish

Skills and experience:

Joanne has extensive experience both in the UK and internationally in a variety

of financial and commercial roles. She joined WPP from Britvic, where she was

Chief Financial Officer and Chair of the ESG Committee. Prior to this Joanne had

a successful career at Tesco where, at the time of leaving, she held the position

of Chief Financial Officer of dunnhumby, a global leader in customer data science.

Joanne began her career at KPMG, where she qualified as a chartered accountant.

JOANNE WILSON

CHIEF FINANCIAL OFFICER

0-3 years 2

3-6 years 7

6-9 years 0

9+ years 1

COMMITTEE

MEMBERSHIP KEY

Audit

Compensation

Nomination and Governance

Sustainability

Committee Chair

NON-EXECUTIVE DIRECTOR TENURE AS AT 31 DECEMBER 2024

Director retirements during the year:

Roberto Quarta retired from the Board

on 31 December 2024.

Appointed: 7 September 2023 Nationality: British

Skills and experience:

Andrew joined WPP in 1999, holding a number of leadership roles in the UK and

US before being appointed Chief Operating Officer in 2018. He is responsible for

operational performance and implementing the ongoing simplification of the

Company’s portfolio. Andrew is also responsible for the Company’s mergers and

acquisitions activity and, through acquisitions such as Essence, VML, AKQA, Satalia

and 24/7, he has played a critical role in building WPP’s capabilities in technology

and AI. He oversees WPP’s network of Country Leaders, who connect and

strengthen the talent and resources of the Company’s agencies in their local

markets to deliver growth for clients. Prior to WPP, Andrew was a management

consultant at LEK, the global strategy consulting firm.

Andrew is an engineering graduate and has an MBA with distinction from INSEAD.

External appointments:

None.

ANDREW SCOTT

CHIEF OPERATING OFFICER

CORPORATE GOVERNANCE

WPP ANNUAL REPORT 2024

INDEPENDENT NON-EXECUTIVE DIRECTORS

ANGELA AHRENDTS DBE

SENIOR INDEPENDENT DIRECTOR,

NON-EXECUTIVE DIRECTOR

Appointed: 1 July 2020 Nationality: British and American

Skills and experience:

Angela brings expertise as a leader of creative and technology-driven global

businesses. From 2014 until 2019, she was Senior Vice President, Retail, at Apple Inc.,

where she integrated and redesigned the physical and digital global consumer

experience. Angela was CEO of Burberry from 2006 to 2014, where she repositioned

the brand as a luxury high-growth company and created the Burberry Foundation.

Prior to Burberry, Angela was Executive Vice President at Liz Claiborne, Inc. and

President of Donna Karan International, Inc. Angela was a member of the UK Prime

Minister’s Business Advisory Council from 2010 to 2015.

External appointments:

Non-Executive Director, Ralph Lauren

Corporation and Airbnb, Inc.; Chair

of Save the Children International;

Non-Executive Director, charity: water;

Member of CEO Circle, Imagine; Director,

The HOW Institute for Society; Member

of the Global Leadership Council of

the Oxford University Saïd Business

School and BritishAmerican Business

International Advisory Board; Senior

Operating Adviser, SKKY Partners.

SANDRINE DUFOUR

NON-EXECUTIVE DIRECTOR

Appointed: 3 February 2020 Nationality: French

Skills and experience:

Sandrine brings substantial financial expertise gained in global companies and

strong strategic capability to the Board. She is currently CFO of UCB, a global

pharmaceutical company. Previously Sandrine was CFO of Proximus. She held

a number of leadership roles at Vivendi in France and the US across its entertainment

and telecommunications business, and has an enthusiasm for cultural, technological

and business transformation. Sandrine began her career as a financial analyst at BNP

and then Credit Agricole in the telecoms sector. She has held other non-executive

director roles, most recently at Solocal Group.

External appointments:

Chief Financial Officer, UCB.

SIMON DINGEMANS

NON-EXECUTIVE DIRECTOR

Appointed: 31 January 2022 Nationality: British

Skills and experience:

Simon has extensive business, capital markets, technology, corporate finance

and governance experience, and is Chairman of Genomics and Calastone.

He is also a Non-Executive Director of Vodafone Group. He was previously CFO

of GlaxoSmithKline plc from 2011 to 2019. Prior to GSK, Simon worked in investment

banking for 25 years, firstly at SG Warburg and then Goldman Sachs, where he was

Managing Director and Partner. Simon also previously served as Chairman of both

the Financial Reporting Council and the 100 Group of FTSE CFOs.

External appointments:

Chairman, Genomics Limited; Chairman,

Calastone Limited; Non-Executive

Director, Vodafone Group Plc; Trustee,

The King’s Trust.

CINDY ROSE OBE

NON-EXECUTIVE DIRECTOR

Appointed: 1 April 2019 Nationality: British and American

Skills and experience:

Cindy has extensive experience as a leader in the technology and media sectors,

and brings exceptional knowledge of the role technology plays in business

transformation. She was appointed Chief Operating Officer for Microsoft Global

Enterprise in March 2023. Prior to this, Cindy was President of Microsoft Western

Europe, and also CEO of Microsoft UK. She has also held the roles of Managing

Director of the UK consumer division at Vodafone and Executive Director of Digital

Entertainment at Virgin Media. She spent 15 years at The Walt Disney Company,

ultimately as Senior Vice President and Managing Director of Disney Interactive

Media Group. Cindy is a graduate of Columbia University and New York Law School.

External appointments:

Chief Operating Officer, Microsoft

Global Enterprise; Advisory Board

Member, Imperial College Business

School in London and McLaren.

External appointments:

Chair, The King’s Trust; Chair, Iternal

Limited; Founder and Chair, African

Gifted Foundation.

TOM ILUBE CBE

NON-EXECUTIVE DIRECTOR

Appointed: 5 October 2020 Nationality: British

Skills and experience:

Tom brings a wealth of expertise as a technology entrepreneur and has extensive

experience of the UK technology sector. He is Chair of The King’s Trust and was

Chair of the RFU from 2021 to 2024. Prior to that, he was on the Board of the BBC

from 2017 to 2021. Tom is an Honorary Fellow of both Jesus College and St Anne’s

College, Oxford and has several honorary doctorates. In 2017 Tom topped the

Powerlist ranking of the most influential people of African or African Caribbean

heritage in the UK.

CORPORATE GOVERNANCE

WPP ANNUAL REPORT 2024

OUR BOARD

OUR BO ARD CONTINUED

INDEPENDENT NON-EXECUTIVE DIRECTORS

External appointments:

Non-Executive Director, J Sainsbury plc;

Trustee Director, Business in the

Community; Board Trustee, Grange Park

Opera; President, Royal Horticultural

Society; Board Trustee, Leverhulme

Trust; Senior Advisor, Alix Partners;

Advisory Board Member, i-Genie

and McLaren.

KEITH WEED CBE

NON-EXECUTIVE DIRECTOR

Appointed: 1 November 2019 Nationality: British

Skills and experience:

Keith has a wealth of experience as a marketing and digital leader, and a deep

understanding of the ways in which technology is transforming businesses. Keith

was previously Chief Marketing and Communications Officer at Unilever, a role that

included creating and leading Unilever’s sustainability programme. Keith was named

the World’s Most Influential Chief Marketing Officer by Forbes in 2017, 2018 and 2019,

and Global Marketer of the Year 2017 by the World Federation of Advertisers. He

received The Drum’s Lifetime Achievement Award in 2018 and was inducted into the

Marketing Hall of Fame in 2019. Keith is a Non-Executive Director of J Sainsbury plc.

External appointments:

Non-Executive Director, Compagnie

Financière Richemont SA; Visiting

Fellow, Oxford University; Vice-

President of the International Advisory

Council, Institute of Business Ethics.

JASMINE WHITBREAD

NON-EXECUTIVE DIRECTOR

Appointed: 1 September 2019 Nationality: British and Swiss

Skills and experience:

Jasmine’s experience spans marketing, technology, finance, telecommunications,

and not-for-profit organisations. Alongside this breadth of perspective she brings

knowledge of many of WPP’s client sectors to the Board. Jasmine began her career

in marketing in the technology sector, including with Thomson Financial in the US.

After completing the Stanford Executive Program, Jasmine went on to hold leadership

roles with Oxfam and Save the Children, including as the first Chief Executive of

Save the Children International from 2010 to 2015. She was CEO of London First from

2016 to 2021, and was previously Chair of the Board of Travis Perkins plc and a

Non-Executive Director of BT Group plc and Standard Chartered plc.

External appointments:

Non-Executive Director, AsiaInfo

Technologies Limited, ChinaSoft

International Limited, HiSense Group

and Horizon Robotics; Chair Professor,

AI Science and Founding Dean, Institute

for AI Industry Research, Tsinghua

University; Board Member, Philanthropy

Asia Alliance.

DR. YA-QIN ZHANG

NON-EXECUTIVE DIRECTOR

Appointed: 1 January 2021 Nationality: American

Skills and experience:

Ya-Qin is a world-renowned technologist, scientist and entrepreneur with

a particular understanding of the changing consumer technology landscape in China.

He was President of Baidu Inc., the global internet services and AI company,

between 2014 and 2019. Prior to joining Baidu, he held several positions during his

16-year tenure at Microsoft, both in the United States and China, including Corporate

Vice President and Chairman of Microsoft China. Ya-Qin is currently a Non-Executive

Director of AsiaInfo Technologies Limited, ChinaSoft International Limited and

HiSense Group. He is also Chair Professor of AI Science at Tsinghua University

and the founding Dean of the Institute for AI Industry Research.

External appointments:

None.

BALBIR KELLY-BISLA

COMPANY SECRETARY

Appointed: 27 April 2020

Skills and experience:

Balbir has significant governance experience across various roles in listed

companies. Balbir was Group Company Secretary at William Hill from 2020

to 2021. Prior to joining William Hill, Balbir was Director of Investor Relations at

GlaxoSmithKline plc (GSK), leading on engagement with ESG-focused investors,

and before that held company secretarial roles at GSK, Lastminute.com,

Royal & Sun Alliance and Segro plc.

CORPORATE GOVERNANCE

WPP ANNUAL REPORT 2024

ANDREW SCOTT

CHIEF OPERATING OFFICER, WPP

OUR EXE CU TI VE COMMI TTEE

The Executive Committee of WPP is responsible

for leading the Company and executing its strategy.

Its members lead WPP’s largest agency networks

and central corporate functions

MARK READ CBE

CHIEF EXECUTIVE OFFICER, WPP

Biographies for each of the Executive

Board Directors can be found on

page 92.

JOANNE WILSON

CHIEF FINANCIAL OFFICER, WPP

ANNAMARIA DESALVA

CHAIRMAN, BURSON

AnnaMaria became Chairman of Burson

in 2024 following the merger of BCW

and Hill & Knowlton. She was previously

Chairman and CEO of Hill & Knowlton,

and her prior roles include senior

positions at DuPont, DowDuPont,

Pfizer and Bristol Myers Squibb.

JON COOK

CHIEF EXECUTIVE OFFICER, VML

Jon is CEO of VML, which was created

following the announcement of the

merger of VMLY&R and Wunderman

Thompson in 2023. He had led VMLY&R

since its formation in 2018, as well as its

predecessor agency (also known as

VML), which he joined in 1996.

DEVIKA BULCHANDANI

CHIEF EXECUTIVE OFFICER, OGILVY

Devika was appointed CEO of Ogilvy

in 2022. She joined the agency in 2021

after spending 26 years at McCann.

Under her leadership, Ogilvy was named

the most creative and effective global

agency network in both 2023 and 2024

by WARC.

EXECUTIVE COMMITTEE

Assists the Chief Executive Officer

in discharging his responsibilities

and is collectively responsible

for implementing strategy,

ensuring consistent execution

and embedding the Company’s

culture and values.

DISCLOSURE COMMITTEE

An executive Disclosure

Committee responsible for

overseeing the accuracy and

timeliness of Group disclosures

and reviewing controls and

procedures in relation to the

public disclosure of financial

information.

RISK COMMITTEE

An executive Risk Committee,

which assists the Board and Audit

Committee in discharging their

responsibilities by reviewing,

monitoring and advising on the

design and implementation of

WPP’s compliance framework,

compliance policies and

procedures and risks that present

themselves throughout WPP.

MEL EDWARDS

PRESIDENT, VML

Mel was appointed President of VML

following the announcement of the

merger of VMLY&R and Wunderman

Thompson in 2023. She was previously

CEO of Wunderman Thompson, and

held prior roles at Wunderman as

Global CEO and UK CEO.

COREY DUBROWA

CHIEF EXECUTIVE OFFICER, BURSON

Corey was appointed CEO of Burson

in 2024, following the merger of BCW

and Hill & Knowlton. He joined Burson as

CEO in 2023 from Google where he was

Vice President, Global Communications

and Public Affairs. Corey has previously

held senior roles at Salesforce,

Starbucks, WE, Ketchum and Nike.

LAURENT EZEKIEL

CHIEF MARKETING OFFICER,

WPP & CEO, WPP OPEN X

Laurent became WPP’s Chief Marketing

& Growth Officer in 2019. He joined

from Publicis where he was President of

Digitas North America and International,

and Global Client Leader for GSK. In

2022, he was also appointed CEO of WPP

Open X, the bespoke global agency

model for The Coca-Cola Company.

CORPORATE GOVERNANCE

WPP ANNUAL REPORT 2024

BRIAN LESSER

CHIEF EXECUTIVE OFFICER, GROUPM

Brian was appointed CEO of GroupM in

2024. He was previously Chairman and

CEO of InfoSum, founding CEO of Xandr

(then part of AT&T), CEO of GroupM

North America, and founding CEO of

GroupM’s Xaxis. Brian was also VP of

Product Management at 24/7 Media,

which was acquired by WPP in 2007.

LINDSAY PAT TISON

CHIEF PEOPLE OFFICER, WPP

Lindsay became Chief People Officer

of WPP in 2024. Her prior roles at WPP

include Chief Client Officer and Chief

Transformation Officer, and she was

formerly Global CEO of Maxus, which

she joined as UK CEO in 2009.

STEPHAN PRETORIUS

CHIEF TECHNOLOGY OFFICER, WPP

Stephan was appointed as WPP’s first

CTO in 2018. He also leads our AI and

product strategy and is interim Chair of

AKQA. He was previously UK Group CEO

and Global CTO of Wunderman, having

joined the agency in 2016.

MICHAEL HOUSTON

WPP COUNTRY PRESIDENT, US

Michael became WPP’s Country

President for the US in 2022. He was

previously CEO of Grey Group for

five years, following roles including

Global President and CEO of Grey

North America.

ROB REILLY

CHIEF CREATIVE OFFICER, WPP

Rob joined WPP in 2021, after decades

of leading the world's top creative

agencies. In his time at WPP, the

Company has emerged as a creativity

and tech force and has been named

Cannes Lions Creative Company of the

Year three times. He also currently

serves on the advisory board of Open

Evidence, the leading AI-powered

medical information platform.

ANDREA HARRIS

GROUP CHIEF COUNSEL, WPP

Andrea was appointed as Group

Chief Counsel in 2005 having joined

WPP in 1996. Andrea is Chair of the

WPP Risk Committee.

RICHARD GLASSON

CHIEF EXECUTIVE OFFICER, HOGARTH

Richard was appointed CEO of

Hogarth Worldwide in 2016, having

joined the company in 2011. Prior to

this he was CEO of Gyro, the B2B

marketing specialist.

JANE GERAGHTY

CHIEF CLIENT OFFICER, WPP

Jane became WPP’s Chief Client Officer

in 2024. She was formerly Landor’s

Global CEO for six years, having

previously been president of EMEA.

Jane has held senior positions at Naked

Communications, ITV, Ogilvy New York,

McCann-Erickson and Saatchi & Saatchi.

OUR EXECUTIVE COMMITTEE CONTINUED

CORPORATE GOVERNANCE

WPP ANNUAL REPORT 2024

DIVISION OF RESPONSIBILITIES

BOARD GOVERNANCE

THE BOARD

– Responsible for the overall long-term success of WPP and

for setting the Company’s purpose, values and culture and

strategic direction

– Oversees the implementation of appropriate risk assessment

processes to identify and mitigate WPP’s principal risks and

consider emerging risks

– Responsible for corporate governance

– Oversees the execution of the strategy and responsible for the overall

financial performance of the Company

The Matters Reserved for the Board are available on our website, wpp.com

CHAIR

– Responsible for Board governance

principles, including setting the Board

agenda and ensuring the Board receives

timely and accurate information

– Ensures all Directors are enabled to

play their full part in Board activities

– Represents the Board in discussions with

shareholders and other stakeholders

CHIEF EXECUTIVE OFFICER

– Responsible for the day-to-day leadership

of the Company, representing the Company

to clients, employees, partners, suppliers,

governments and other stakeholders

– Develops the strategic direction for

consideration by the Board

– Sets the tone at the top with regard

to culture and values

– Ensures there are effective processes for

engaging with and listening to employees

and other stakeholders

SENIOR INDEPENDENT DIRECTOR

– Provides a sounding board for the Chair

and acts as an intermediary for the

other Directors

– Meets with the Non-Executive Directors

(without the Chair present) when necessary

and at least once a year to appraise the

Chair’s performance and communicates the

results to the Chair

COMPANY SECRETARY

– Ensures the Board operates in accordance

with the corporate governance framework

and that there are good information flows

between the Board and committees

– Advises the Board on matters of

corporate governance

– Supports the Board’s development

through organising training and induction

programmes

– Supports the Board and committee chairs

with annual agenda planning

NON-EXECUTIVE DIRECTORS

– Bring an external perspective to support and

challenge the performance of management

– Assist in developing the Company’s strategy

and offer specialist advice to management

based on their particular skills and experience

The responsibilities of our Board committees are set out within individual committee reports on pages 105-142

For the responsibilities of our Executive committees, see page 95

The WPP Board is committed to ensuring there is a strong

and effective system of corporate governance in place to

support the successful execution of the Company’s strategy

CORPORATE GOVERNANCE

WPP ANNUAL REPORT 2024

HOW OUR BOARD ENGAGES

WITH STAKEHOLDERS

HOW OUR BOARD ENGAGES

WITH STAKEHOLDERS

Our stakeholders are central to our strategy and

critical to the long-term success of our business

PRINCIPAL DECISIONS

The Board oversees our approach to

stakeholder engagement as we seek

feedback and make decisions for the

long-term benefit of WPP. For each matter

that comes before the Board for decision,

the Board considers the likely consequences

of any decision in the long term, identifies

stakeholders who may be affected, and

carefully considers their interests and

anypotential impact as part of the

decision-makingprocess.

THE COMPANY’S STAKEHOLDERGROUPS:

SHAREHOLDERS

GOVERNMENTS ANDREGULATORS

CLIENTS, PARTNERS ANDSUPPLIERS

PEOPLE

PLANET

COMMUNITIES

KEY DECISION

SALE OF MAJORITYSTAKE

IN FGS GLOBAL

KEY DECISION

ENDORSEMENT OF THE ESG DOUBLE

MATERIALITY ASSESSMENT

BACKGROUND

FGS Global is a strategic communications

and advisory firm, with approximately 1,400

professionals around the world advising clients

on navigating complex stakeholder situations

and reputational challenges. FGS Global was

formed with the merger of Finsbury, The Glover

Park Group and Hering Schuppener, and the

subsequent acquisition of Sard Verbinnen

in 2021.

BACKGROUND

As the Company prepares for incoming ESG

reporting requirements, including the European

Union’s Corporate Sustainability Reporting

Directive (CSRD) which requires the completion

of a double materiality assessment (DMA) to

determine which environmental, social and

governance (ESG) topics are material to the

business from an inside out (financial) and

outside in (impact) perspective.

DECISION

In 2024, the Board reviewed and considered

its strategy to accelerate the value realisation

for the Company from its strategic advisory

businesses, ahead of approving the sale of the

Company’s remaining majority stake to KKR.*

This transaction followed KKR's first minority

investment in FGS Global in July 2023. In

considering the sale, the Directors considered

the impact on the Company’s respective key

stakeholders and their respective expectations.

* The Company's majority stake was acquired by

Kite Bidco Inc., an entity controlled by investment

funds managed or advised by KKR

DECISION

The Audit and Sustainability committees

reviewed the initial DMA in July 2024, considered

the materiality scores for each topic, whether

management’s recommended thresholds were

appropriate, and provided feedback on the

factors considered during the assessment.

To ensure stakeholder expectations were

addressed, the committees recommended

that additional factors were considered in the

evaluation of a selection of topics, including

Responsible AI and Technology Use and

Responsible Procurement. Management

conducted further analysis and, in December

2024, the committees endorsed the DMA.

STAKEHOLDERS CONSIDERED

OUTCOME

The transaction completed in December

2024 and better positioned the Company to

focus on and invest in its world-class creative,

media and corporate and consumer public

relations businesses to deliver growth while

strengthening the Company's balance sheet.

Management immediately utilised proceeds

by repurchasing €599 million of outstanding

bond debt in December 2024, providing an

attractive 5% return for the Company through

interest savings.

OUTCOME

A summary of the DMA is available on page

36. The results of the assessment better

position the Company to meet the complex

and evolving expectations of stakeholders

across a range of ESG topics. The DMA is

expected to evolve over time, reflecting

changes to the Company, the changing

priorities of stakeholder groups and as

regulation evolves (for example through

the EU Omnibus). As materiality is dynamic,

the Company will monitor and adjust the

assessment as needed. Any adjustments will

be reviewed by the Audit and Sustainability

committees. Read more about how we

assess materiality at wpp.com/

sustainabilityreport2024

CORPORATE GOVERNANCE

WPP ANNUAL REPORT 2024

OUR APPROACH TO ENGAGEMENT

Our stakeholder engagement processes

enable our Board to understand what

matters to stakeholders most, consider

all relevant factors and select the course

of action that best delivers long-term value

for our stakeholders and protects their

interests, reflecting what are referred

to as Section 172 factors.

As a Jersey incorporated company, WPP

is not subject to UK legislation. However,

as a matter of good governance and in order

to comply with the provisions of the 2018 UK

Corporate Governance Code (the 'Code’),

the Board considers the matters described

in Section 172 of the Companies Act 2006 in

its decision-making. Section 172 factors are

not only considered at Board level – they are

part of our culture and help drive our

business. Illustrations of this can be found

throughout the Strategic Report.

Please see page 113 for details of preparatory

work for the implementation of the 2024 Code

ENGAGEMENT IN ACTION DURING 2024

The table below illustrates our direct and indirect Board engagement with various stakeholders, in addition to details on how the Company

has engaged with each of these stakeholder groups on an operational level.

DIRECT BOARD ENGAGEMENT INDIRECT BOARD ENGAGEMENT IMPACT OF ENGAGEMENT

SHAREHOLDERS

Our shareholders provide

capital to invest in the business

and support the valuation and

liquidity of WPP shares.

Shareholders benefit from

the Board acting in the best

interests of the Company and

investing for long-term value

generation.

The Chief Executive Officer and

the Chief Financial Officer hosted

quarterly results presentations

and took questions from investors

and analysts.

The Chair, Chairs of the Board

committees and Executive Directors

met regularly with institutional

investors to discuss the business

and to respond to any concerns.

2024 SPECIFIC

The 2024 AGM was live-streamed

via a webcast hosted by the Chair.

Shareholders were able to watch the

presentations and ask questions in

advance and during the meeting.

Feedback to the Board on investor

views, particularly from the Chair of

the Board, Chair of the Compensation

Committee, Chief Executive Officer

and Chief Financial Officer.

Monthly reports to the Board

detailing investor relations activities,

key themes of interest from investors

and share register composition and

movements.

Analyst and broker briefings and

reports of meetings with major

shareholders.

2024 SPECIFIC

The Board received communications

from major shareholders, including

in respect of voting practices.

In 2024, the Board oversaw the return

of £425 million (2023: £423 million)

in cash to shareholders through

dividends.

Shareholder feedback is taken into

account in the setting of our

Directors’ Compensation Policy

and we have evolved performance-

related elements of compensation

which align more directly to our

strategy and shareholder interests.

GOVERNMENTS

ANDREGULATORS

Governments receive the tax

contributions we make to

public finances, enabling them

to invest in public services.

Governments and regulators

determine the policy

frameworks that affect us

and our stakeholders.

The Chief Executive Officer met

with government representatives

and regulators around the world.

2024 SPECIFIC

The Chief Executive Officer met

with representatives of the UK

Government and Parliament to

discuss AI regulation. The CEO

also met senior officials of the UK

Government to discuss the general

economic environment and

regulation. He also participated in

the International Investment Summit

in the presence of the Prime Minister

and the Chancellor.

Reports to the Board and its

committees on regulatory changes

from the Group Chief Counsel,

Group Company Secretary and

external auditor.

Received reports from the Chief

Privacy Officer, Chief Information

Security Officer and Global Data

Protection Officer on changing

regulatory landscapes with regards

to data protection, security and

privacy as well as data ethics,

cyber security and AI.

2024 SPECIFIC

The Audit and Sustainability

committees received reports on the

likely impact of new ESG regulations

including CSRD and will continue

to monitor progress towards

compliance.

With the Company’s expanded and

reinforced focus on AI, we aim to

understand regulatory developments

across the world and prepare

guidance for our business and clients

such as the Company’s Generative

AI Principles or evolving Green

Claims Guidance.

CORPORATE GOVERNANCE

WPP ANNUAL REPORT 2024

HOW OUR BOARD ENGAGES WITH STAKEHOLDERS

HOW OUR BOARD ENGAGES WITH STAKEHOLDERS CONTINUED

DIRECT BOARD ENGAGEMENT INDIRECT BOARD ENGAGEMENT IMPACT OF ENGAGEMENT

CLIENTS, PARTNERS

ANDSUPPLIERS

Our clients come from

businesses across every sector.

The work we do for clients

provides our revenue and helps

them to grow their businesses,

build relationships with their

customers and ready

themselves for future success.

Our suppliers range from small

businesses to the world’s

largest technology partners.

They provide us with the

products and services we need

to meet our clients’ needs.

Engaged with clients on issues

including strategy, changes

taking place in our market and

understanding the changes taking

place in our clients’ and suppliers’

markets.

2024 SPECIFIC

Board engagement with key partners

and clients, including site meetings

in various locations.

Held the Board’s Regional Review in

Brazil, providing the opportunity for

interactions with industry leaders

and key clients and presentations

from the local management team.

See page 102 for further details

Following the 2024 AGM, the Board

met with suppliers and external

advisors, providing a valuable

opportunity to engage with these

stakeholder groups and listen

to feedback.

Received updates on WPP’s client

satisfaction scores, as well as

deep-dive updates from Global

Client Leaders on key clients.

WPP’s Modern Slavery Act

Statement, available on our website,

is reviewed by the Sustainability

Committee each year and

recommended to the Board

for approval.

2024 SPECIFIC

The Sustainability Committee

received updates on media

decarbonisation, sustainable

production and responsible

procurement.

In 2024, we were pleased to

achieve an all time high of 8.1 out

10 for client satisfaction, building on

our consistently strong performance

in recent years. Within this, we

continue to score highly on client

service (8.6) and quality of work (8.2).

At GroupM, new leadership and a

simpler go-to-market approach

secured new client assignments

including Nestlé, Henkel and Honor.

In 2024, we have seen monthly active

users of WPP Open grow to 33,000

from 10,000 in 2023, alongside

growing adoption by major clients

including Google, IBM, L'Oréal, LVMH,

Nestlé, and The Coca-Cola Company.

PEOPLE

We depend on the talent,

creativity and technology skills

of our people. And we want

our employees to embrace our

purpose, culture and values.

In return, our people receive

salaries, pension contributions,

employee benefits, career

development and training.

Cindy Rose, our Workforce

Engagement Non-Executive Director,

attended meetings of the Workforce

Advisory Panel (WAP) and updated

the Board on matters discussed.

2024 SPECIFIC

The Board engaged with senior

managers at the Board strategy

meeting and during the course

of the year.

A lunch was hosted between the

Board and participants of the Future

Black Leaders programme during

the Regional Review in Brazil,

offering valuable insights for the

purposes of talent development and

the Company’s support of employee

communities and networks.

The Sustainability Committee

received updates on the launch

of a new Sustainability Academy,

part of Future Readiness Academies,

to equip our people with the

knowledge and skills to deliver

the Company’s sustainability

commitments and meet client

demand for lower-carbon products

and services.

See page 44

Reports at each Audit Committee

meeting were received on issues

raised via Right to Speak channels.

2024 SPECIFIC

Formal reports to the Board from

the Chief Executive Officer and

Chief People Officer included:

– Updates on office attendance

policy

– Updates on talent, career

development and succession

planning

– In-depth reviews of the people

strategy, people risk and

workforce engagement

– Progress on inclusion initiatives

– Results of various employee

engagement and culture

monitoring surveys undertaken

through the year and actions taken

to address employee feedback

To align management with

employees and shareholders,

performance reviews and

performance-related incentive

outcomes for our leaders (including

the Executive Directors) continued

to be linked to progress on people

initiatives in 2024.

Seven new modern, cost-efficient

campuses were opened in 2024,

taking the total to 47.

100

CORPORATE GOVERNANCE

WPP ANNUAL REPORT 2024

DIRECT BOARD ENGAGEMENT INDIRECT BOARD ENGAGEMENT IMPACT OF ENGAGEMENT

PLANET

We are committed to

responsible and sustainable

business practices. We use our

creativity combined with our

global scale to meet

sustainability obligations

within our own business, our

clients' businesses and across

our industry.

The Board undertook deep-dives

on a range of ESG topics, including

climate-related risks and

opportunities and transition

planning, in addition to its review

and approval of ESG-related

policies and disclosures.

2024 SPECIFIC

Several of our Sustainability

Committee members are active

members of Chapter Zero, an online

community that aims to empower

non-executive directors to lead

crucial UK boardroom discussions

on the impacts of climate change.

Reports to the Sustainability

Committee included progress

updates on the Company-wide

sustainability strategy and developing

a Transition Plan; performance

against near-term science-based

carbon reduction targets and

sustainability KPIs, including

renewable energy; and stakeholder

engagement and feedback.

For more detail see pages 117-118

2024 SPECIFIC

Regular updates were provided to

the Sustainability Committee on

developing our Transition Plan.

The Sustainability Committee oversaw

progress made on embedding

Group-wide sustainability targets

tied to the WPP purpose statement.

We are on track to meet our 2025

targets to source 100% of electricity

from renewable sources and to

reduce Scope 1 and 2 carbon

emissions by 84% by 2025: at the

end of 2024 we had achieved a 82%

absolute reduction in Scope 1 and 2

emissions since our 2019 baseline,

and a reduction of 26% year-on-year.

See page 45-46

We updated the environmental and

social measures linked to the margin

of our $2.5 billion revolving credit

facility as we continue to embed

carbon-reduction targets and

broader sustainability commitments

into our financing arrangements.

COMMUNITIES

We can help boost the impact

of not-for-profit and non-

governmental organisations

by providing marketing and

creative services, often on a

pro bono basis, enabling them

to raise awareness and funds,

recruit members and achieve

campaign objectives.

2024 SPECIFIC

The Sustainability Committee

received an update on activities

across 34 campuses as employees

participated in activities aimed

at reducing waste and making

a positive contribution to local

communities.

Updates received from the business

on elements of the Group’s operations

which impact the wider community,

including the Group’s tax strategy.

The Sustainability and Audit

Committees supported management

in conducting WPP’s first double

materiality assessment (DMA).

See page 36

We continue to invest in programmes

to promote inclusion and a culture of

belonging, including some of the

programmes that received funding

through our three-year Racial Equity

Programme, which concluded in

2024, to invest $30 million in inclusion

programmes and supporting external

organisations.

The results of the double materiality

assessment (DMA) better position the

Company to meet the complex and

evolving expectations of stakeholders

across a range of ESG topics.

We supported colleagues across

the world affected by war and

natural disasters.

See page 59

101

CORPORATE GOVERNANCE

WPP ANNUAL REPORT 2024

HOW OUR BOARD ENGAGES WITH STAKEHOLDERS

BOARD ACTIVITIES

A summary of key events and

activities throughout the Board’s

2024 calendar is set out below

In addition to overseeing the Company's

financial performance and execution of the

strategy, the Board is collectively responsible

for setting WPP's purpose, values and

culture. The Board recognises the importance

of considering the perspectives of, and

the potential impact on, the Company’s

key stakeholders in its discussions. Its

responsibilities are discharged through an

annual programme of meetings, each of

which follows a tailored agenda. A typical

Board meeting will comprise updates from

the chairs of our Board committees, in

addition to reports on operational and

financial performance, progress on strategy

and operational execution of it, people

updates and a deep-dive into a particular

agency. The annual programme maintains an

element of flexibility to allow emerging and

evolving items to be scheduled as necessary.

REGIONAL REVIEW IN BRAZIL

In March 2024, the Board's annual Regional Review was held in Brazil. The three-

day visit provided opportunities to interact with key clients and industry leaders,

in addition to engaging with local WPP agencies.

Board members were able to visit the WPP Brazil campus site, scheduled to open

in Q2 2025, and engage directly with a broad range of stakeholders throughout

their visit within a market that represents an important growth opportunity for

the Company. Such engagement opportunities are integral to the Board’s direct

monitoring and assessment of performance and culture within the Company.

The Board met with participants of the Future Black Leaders programme, offering

valuable insights for the purposes of talent development and the Company’s

support of employee communities and networks.

2024 TIMELINE OF KEY EVENTS AND ACTIVITIES

Q1 Q2 Q3 Q4

– Capital Markets Day 2024

See more wpp.com/investors

– Approved Preliminary Results

– Regional Review in Brazil

See more below

– Approved Annual Report and

Accounts, Form 20-F and

Sustainability Report

– Approved Q1 Trading Update

– Members attended Cannes Lions

2024, where WPP regained title

of Creative Company of the Year

– Approved Modern Slavery

Act Statement

– Held 2024 Annual General

Meeting

See more on page 42

– Launch of Burson, following

the merger of BCW and

Hill & Knowlton

– Appointed Philip Jansen as

Non-Executive Director and

Chair-designate

– Appointment of Brian Lesser

as Global CEO of GroupM

– Reviewed All In survey results

See more on page 44

– Approved Interim Results

– Approved the sale of WPP’s

majority stake in FGS Global

See more on page 98

– Dedicated Board strategy

meeting

– Approved Q3 Trading Update

– Acquisition of NCA

– Acquisition of minority

shareholdings to bring T&P

fully within the WPP network

– Reviewed principal and

emerging risks

– Roberto Quarta stepped down

from the Board ahead of Philip

Jansen succeeding Roberto as

Non-Executive Chair from

1 January 2025

See more on page 108

WPP's first Brazil campus, in São Paulo, will enable greater innovation,

creativity and collaboration between agencies, clients and partners.

The new building is a pioneering architectural concept, devised by

Brazilian architect Gustavo Utrabo, that integrates sustainability, the

local community and its natural surroundings

102

CORPORATE GOVERNANCE

WPP ANNUAL REPORT 2024

Global

media and

advertising

Audit and

risk

management

Strategy,

transactions,

M&A

FMCG Technology ESG

Corporate

governance

Finance

11 11

8 8

International North

America

Europe Latin

America

Asia

Pacific

Africa and

Middle

East

COMPOSI TION, SUCC ESSION

AND REVIEW

BOARD ATTENDANCE TABLE: 2024

Board Audit Committee

Compensation

Committee

Nomination and

Governance

Committee

Sustainability

Committee

Total number of scheduled meetings 6 7 4 4 4

Members Attended Attended Attended Attended Attended

Philip Jansen – appointed on 16 September 2024 2(2) 1(1) 1(1)

Mark Read 6

Joanne Wilson 6

Andrew Scott 6

Angela Ahrendts 6 4 4

Simon Dingemans 6 7

Sandrine Dufour 6 7 4

Tom Ilube 6 7 4 4

Cindy Rose 6 7  4

Keith Weed 6 4

Jasmine Whitbread 6 4 4

Dr. Ya-Qin Zhang 6 4

Former Directors who served for part of the year

Roberto Quarta

– retired on 31 December 2024 6 4 2(2)

Number of ad hoc meetings 5 1 2 0 2

The numbers in brackets denote the number of meetings the Directors were eligible to attend

Roberto Quarta did not attend Nomination and Governance Committee meetings focused on Chair succession

BOARD COMPOSITION

As at the date of this report, our Board

comprised eight independent Non-Executive

Directors, the Chair and three Executive

Directors. The aim is to ensure that the

compositional balance reflects the needs of

the Company, with a Board that is culturally

diverse and is able to consider matters from

a broad perspective, understanding the

views of all our stakeholders. Each individual

Board member brings a wide range of skills

and experience from different business

backgrounds to Board deliberations.

Further details, including the external

appointments held by Board members

and their committee membership,

can be found on pages 92-94

Further detail on the responsibilities

of the Chair and members of the Board

can be found on page 97

The chart opposite details those skills and

experience of our Board which are identified

as being particularly important to the

execution of the Company’s strategy.

SKILLS

BOARD KNOWLEDGE AREAS

BOARD GEOGRAPHICAL EXPERIENCE

103

CORPORATE GOVERNANCE

WPP ANNUAL REPORT 2024

DIVERSITY

We believe that our make-up as a company

should reflect the world around us, and the

consumers our clients aim to reach, because

it helps us do the best work and is good

for business.

The Board Diversity Policy reinforces the

Board’s ongoing commitment to diversity

and aligns with the board diversity principles

of the UK Listing Rules and FTSE Women

Leaders and Parker reviews on gender

and ethnic diversity. For further information

on the Board Diversity Policy, in addition

to a breakdown of the Board and Executive

Committee by gender and ethnicity,

see page 109.

The Board also has a diverse range

of experience by way of expertise, business

sector background and length of tenure

on the Board. Our Non-Executive Directors

demonstrate expertise from a range of

industries including tech, marketing, financial

services, FMCG and pharma, representative

of our customer base. The chart on page 103

illustrates the range of skills across the Board.

RE-ELECTION OF DIRECTORS

The Chair, Senior Independent Director and

Non-Executive Directors are appointed for a

three-year term, subject to annual re-election

by the shareholders at the AGM. Although

there may be specific exceptions to ensure

Board continuity, Non-Executive Directors

shall not otherwise stand for re-election

after they have served for the period of their

independence, as determined by applicable

UK and United States standards, which is

nine years.

See page 108 for details of the Directors

standing for re-election at the 2025 AGM

The Non-Executive Directors’ letters of

appointment are available for inspection

at the Company’s registered office.

INDUCTION PROGRAMME

To ensure that they are able to effectively

contribute to discussion and decision-making,

all Directors participate in an induction

programme on joining the Board. Each

induction programme is tailored to the

individual Director, based on their personal

experience and background, including

matters specific to their role as a member

of the committees upon which they sit.

Each induction programme includes

meetings with members of the Executive

Committee, senior management and external

advisors, including the external auditor and

the Company’s corporate brokers. New

Directors will also receive a Board induction

pack, which is devised to assist with building

an understanding of the Company and to

introduce the Company’s key stakeholders,

as well as explain the commercial and

regulatory environment in which the

Company operates. Access to key industry

bodies and publications is also provided.

For further information on the Non-Executive

Chair’s induction programme in 2024, please

see page 106

INDEMNIFICATION OF DIRECTORS

Liability insurance and third-party indemnity

provisions are in force for the benefit of

Directors and officers who held office during

the year and up to the approval of the

Annual Report.

BOARD PERFORMANCE REVIEW

Each year, WPP completes a review of the

Board and its committees to monitor their

effectiveness and identify improvement

opportunities. Progress against the

outcomes of the 2023 review and details

of the 2024 review, conducted by Angela

Ahrendts, Senior Independent Director,

are set out on page 107.

The Senior Independent Director met with

the Non-Executive Directors during the year

to appraise the performance of the Chair.

BOARD TRAINING AND DEVELOPMENT

To assist the Board in undertaking its

responsibilities, ongoing training is provided

to all Directors and training needs are

assessed as part of the induction programme

and Board performance review process.

In 2024, the Board programme included

regular presentations from the management

teams of our businesses on developments

in WPP’s sector and operating environment.

At the Board strategy meeting in October,

members of the senior management team,

together with the Board, had an opportunity

to review WPP’s strategy and discuss

innovation, market evolution and the impact

of AI, in respect of both the workforce and

WPP’s clients.

The Group Chief Counsel and the Group

Company Secretary provide regular

updates on current legal and governance

matters relevant to WPP, with external

counsel providing briefings on the wider

regulatory landscape.

The Board activities calendar on page 102

sets out further detail on topics covered

during the year

The Board is asked to complete a

programme of training covering How We

Behave, Business Integrity, Safer Data and

Sustainability, which are connected to the

ethical and business objectives set out in

our Code of Conduct. As part of our ongoing

commitment to create more open and

inclusive workplaces, the Board is also asked

to complete a dedicated Company-wide

inclusion module – Belonging at WPP.

All Directors have access to the advice and

services of the Group Chief Counsel and the

Group Company Secretary. The Board also

obtains advice from professional advisors,

as and when required, and Directors may,

as required, obtain external advice at the

expense of the Company.

TIME COMMITMENT

In addition to attending Board and committee

meetings, each of the Non-Executive

Directors devotes sufficient time to the

Company to ensure that their responsibilities

are met effectively. When making new

appointments, the Board takes into account

other demands on Directors’ time. Prior to

appointment, significant commitments are

disclosed by Directors to the Board. Any

additional significant external appointments

are not undertaken by any of the Directors

without prior approval from the Board.

See page 108 for details of the assessment

process of each Director’s external

appointments

COMPOSITION, SUCCESSION AND REVIEW CONTINUED

104

CORPORATE GOVERNANCE

WPP ANNUAL REPORT 2024

NOMINATION AND GOVERNANCE

C OMMITTEE REPOR T

PHILIP JANSEN

CHAIR OF THE NOMINATION

AND GOVERNANCE COMMITTEE

Committee members

– Philip Jansen (Chair)*

– Angela Ahrendts DBE

– Tom Ilube CBE

– Cindy Rose OBE

The Company Secretary is Secretary to the

Committee and attends all meetings.

Key responsibilities:

– In conjunction with the Board, considering

succession planning for Non-Executive

Directors, Executive Directors and senior

management

– Reviewing the composition of the Board

including the balance of skills, knowledge

and expertise, experience and diversity

– Reviewing the Board Diversity Policy and

overseeing its implementation, in

accordance with the UK Corporate

Governance Code

– Making recommendations to the Board

for the appointment or reappointment

of Directors

– Considering other significant commitments

and interests of prospective and existing

Directors

– Overseeing the Board’s compliance with

corporate governance standards and

monitoring external governance

developments

Attendance at Committee meetings during

the year can be found on page 103

Committee meetings focused on Chair succession during

the year were chaired by Angela Ahrendts, as the Senior

Independent Director

DEAR SHAREHOLDER

The Board appointed me as Chair of the

Nomination and Governance Committee

when I succeeded Roberto Quarta as

Non-Executive Chair in January 2025. Having

the opportunity to chair both this Committee

and the Board allows me to ensure there is

alignment across our governance practices

and to ensure robust oversight of succession

and talent development. I am therefore

pleased to report on the Committee’s work

in 2024. Our Senior Independent Director,

Angela Ahrendts, will present part of the

report due to the Committee dedicating a

significant amount of its time during the year

to the search for a new Non-Executive Chair.

In addition to the Committee’s focus on

Chair succession, the Committee continued

to review governance structures during the

year as well as monitor the composition of

Board committees to support the execution

of the strategy.

The findings of the 2024 Board performance

review formed another area of focus, which

was conducted internally by the Senior

Independent Director. I am pleased that the

review concluded that the Committee and

the Board continue to operate effectively,

whilst also highlighting areas for

development in 2025.

The Committee continued to implement the

Board Diversity Policy, in accordance with

the UK Corporate Governance Code, and

review progress made against the agreed

objectives within it, details of which can be

found on page 109, alongside gender and

ethnicity information. I am pleased to report

that the Company complies with the listing

rules, with 42% of the current Board

Directors being women, two of the senior

positions currently held by women and two

members of our Board being from non-white

ethnic minority backgrounds.

Further details can be found on page 109

The sections that follow provide a more

detailed explanation of the work of the

Committee undertaken during the year.

Philip Jansen

Chair of the Nomination

and Governance Committee

28 March 2025

HAVING THE OPPORTUNITY

TO CHAIR BOTH THIS

COMMITTEE AND THE

BOARD ALLOWS ME

TO ENSURE THERE IS

ALIGNMENT ACROSS OUR

GOVERNANCE PRACTICES”

CORPORATE GOVERNANCE

105WPP ANNUAL REPORT 2024

NOMINATION AND GOVERNANCE COMMITTEE REPORT CONTINUED

ANGELA AHRENDTS DBE

SENIOR INDEPENDENT DIRECTOR

NEW NON-EXECUTIVE CHAIR

APPOINTMENT PROCESS

As the Senior Independent Director,

Icontinued to lead the search process

during the year for a new Non-Executive

Chair, on behalf of the Committee.

Russell Reynolds, which had been formally

appointed to assist with the search,

remained independent of the Company

and all the Directors, in addition to being

a signatory of the voluntary code of conduct

for executive search firms.

In last year’s report, I confirmed that

once the ongoing and extensive selection

process had concluded, and following the

Committee’s recommendation, the Board

intended to appoint a new Chair to the

Board. We were therefore delighted to

announce in July 2024 the appointment

of Philip Jansen to the Board as a Non-

Executive Director and Chair-designate.

Philip joined the Board on 16 September

2024 and succeeded Roberto Quarta as

Non-Executive Chair from 1 January 2025.

Philip brings a valuable blend of

experience, from leading technology

and consumer goods companies to

transforming large, complex organisations

and creating significant value for

shareholders. We are delighted

to have him on the Board.

Angela Ahrendts

Senior Independent Director

28 March 2025

PHILIP JANSEN INDUCTION

The Committee continues to oversee

the delivery of an induction and training

programme for Philip Jansen, tailored

to key business priorities. Philip’s

induction aims to provide a holistic

view of WPP and the environment it

operates in. During the transition period

from Chair-designate to Non-Executive

Chair, meetings were held with the key

external and internal stakeholder groups

shown adjacent.

For further information on Directors’

induction programmes, please see

page 104

Investors, brokers and

externalauditors

– During Philip’s time as Chair-designate,

he engaged with several brokers and

external advisors to build awareness

of external perceptions of the

Company. He has met and continues

to engage with the external auditor

(PwC) in order to gain their perspective

as they complete their first year

as the Company’s external auditor

– Philip will meet with the majority of

the Company’s top 20 investors as

part of a scheduled programme of

engagement

Clients and partners

– Philip has had several opportunities

to engage with our clients alongside

the Board to better understand

how they work with WPP and the

opportunities ahead of us

People

– Individual one-to-one meetings were

held with members of the Executive

Committee, including key agency

CEOs, along with regular meetings

scheduled for the year with the Board’s

Executive Directors. Further to this,

meetings were arranged with senior

management from a wide variety

of functional areas such as finance,

people, legal and risk, technology,

communications and strategy and

individuals in client-centric and

creative roles

– In March 2025, Philip took the

opportunity to visit the VML HQ

in Kansas City as part of a schedule

of visits with key agencies, following

his visit to WPP’s New York office

in February as part of the regular

Board agenda

– Training was provided that focused

on the duties of a director of a

Jersey-registered Company listed

on the LSE and NYSE as well as

on key WPP internal policies

CORPORATE GOVERNANCE

106 WPP ANNUAL REPORT 2024

2024 BOARD PERFORMANCE REVIEW

In accordance with the Code requirements,

the Board undertakes an externally facilitated

review every three years, with the next one

due in 2026. The 2024 review was internally

facilitated by the Senior Independent

Director. The review comprised a

questionnaire and discussions with Board

members based on a number of themes,

including the overall effectiveness and

performance of the Board and its

Committees, strategy and key risks

and opportunities for longer-term growth

and value creation. Progress against the

outcomes of the 2023 review was also

considered, details of which are set

out below.

KEY RECOMMENDATIONS FOR 2024 WHAT WE HAVE DONE IN 2024

Strategy: Create more time and opportunity for the Board to: review

assumptions on future growth (organic and inorganic) and operational

execution in more depth; deep dive into the new business pipeline and

AI strategy roadmap as well as key markets

In addition to the dedicated Board strategy session where the focus was

on progress against WPP’s Innovating to Lead strategy, the Board spent

a significant amount of time throughout the year discussing component

parts – in particular AI and US growth strategy. The Board held a Regional

Review in Brazil – a key market for WPP.

Focused agenda time: Ensure greater time is spent on operational execution

matters and emphasise focus on discussion vs presentation. Consider use

of committee time to support this and offline deep-dives

Operational execution of the strategy was regularly discussed with

updates received from the newly formed Operating Board – focusing

on GroupM simplification, VML and Burson mergers and Finance

transformation with deep-dives held on certain aspects.

Cyber: Continue to focus on cyber preparedness and consider further

opportunities to enhance Board domain knowledge and build resilience to

help strengthen oversight of reputational, financial and operational impacts

Cyber risk and compliance was a key focus for both the Audit Committee

and Board, with regular updates received from the Enterprise Technology

function on: the design and implementation of a new operating model for

cyber security; cyber risks and vulnerabilities, controls, intelligence and

reporting on key metrics and key risk indicators.

Board and leadership succession: Continue to focus on leadership succession

for key positions and review pipeline of talent in more depth, aided by

appraisals and other feedback mechanisms and engagement opportunities.

While a medium-term priority, consideration should be given to future Board

composition and skills required to support the next phase of WPP’s strategy

The Board received regular reports on succession planning for the

Executive Committee and their direct reports including on emergency

successors, internal candidates (with a readiness index) and the external

candidate landscape. The Board met and engaged with senior leaders

and key talent throughout the year. The Nomination and Governance

Committee largely focused on Chair succession during the year,

appointing Philip Jansen as Chair. Board and Committee composition

to ensure orderly succession was also considered.

The output of the review was that the

Board operates effectively, demonstrating

strong leadership and a balanced

approach to short- and long-term value

creation within a sustainable framework.

All previous evaluation recommendations

had been successfully implemented, and

the Board’s strategic oversight of key

matters remains robust.

Key areas to progress in 2025 were identified as part of this process:

Strategy

Continue to focus on the levers to support the long-term prospects

and future growth of the Company including organic and inorganic

opportunities in key strategic markets, how the operating model

supports the strategy and how to further strengthen and accelerate

the Company’s strategic position in AI.

Internal/external

insights

Seek to have the right balance of internal and external insights to help

inform Board decisions and better understand opportunities, business

challenges and competitor dynamics. Create opportunities for more

formal engagement between the Board and senior management.

Succession

planning

Continue to have in-depth discussions on succession plans

for senior leaders including assessment of talent pipeline and

leadership development.

Operational

execution

Continue to allow for time and robust debate and challenge on the

operational execution of the strategy and deep dive into component

parts to ensure we execute efficiently to drive financial returns.

CORPORATE GOVERNANCE

107WPP ANNUAL REPORT 2024

NOMINATION AND GOVERNANCE COMMITTEE REPORT

NOMINATION AND GOVERNANCE COMMITTEE REPORT CONTINUED

held by the Director as well as any applicable

findings of the Board performance review.

During the year, no actual conflicts were

identified.

The Committee and the Board are satisfied

that the external commitments of the

Non-Executive Directors, and of the Chair,

do not conflict with their duties and

commitments as Directors of the Company.

TERMS OF REFERENCE

The Committee’s terms of reference are

reviewed annually by the Committee and

adopted by the Board, most recently on

4 February 2025.

A copy of the Committee’s terms of reference

is available on the Company’s website at

wpp.com/investors/corporate-governance

COMMITTEE REVIEW

The performance of the Committee was

considered as part of the review process,

which concluded that the Committee was

operating effectively and continued to focus

on succession planning and ensuring Board

composition and Committee structures

supported the next phase of the

Company’s strategy.

BOARD AND COMMITTEE CHANGES

It was announced on 30 July 2024 that Philip

Jansen had been appointed to the Board as a

Non-Executive Director and Chair-designate.

Philip joined the Board on 16 September

2024 and succeeded Roberto Quarta as

Non-Executive Chair on 1 January 2025.

On joining the Board, Philip was appointed

as a member of the Compensation

Committee and the Nomination and

Governance Committee and succeeded

Roberto as Chair of that Committee

on 1 January 2025.

Philip will stand for election at the AGM for

the first time. All other Directors, will stand

for re-election with the support of the Board.

SUCCESSION PLANNING

Given the maintained size of the Board,

the Committee continues to recommend

that future appointments should be made

on a needs basis. Succession planning is

considered on an ongoing basis and the

Committee will continue to make appropriate

recommendations to the Board as necessary.

The Committee, together with the Board,

will continue to review succession planning

at Executive Committee and senior

management levels to promote effective

leadership succession, and ensure that it is

fully aligned to the Group’s strategy.

DIRECTORS’ INDEPENDENCE AND

EXTERNAL APPOINTMENTS

The Committee assessed the independence

of all the Non-Executive Directors pursuant

to the Code and concluded that all are

considered independent and continue

to make independent contributions and

effectively challenge management.

The assessment covered each Director’s time

commitment, with full consideration given

to the number of external positions held by

the Executive and Non-Executive Directors,

including the time commitment required for

each. During the assessment, the Committee

remained mindful of the Company’s guidance

on Directors’ external appointments and

applicable shareholder advisory groups’

individual policies on overboarding.

The Committee did not identify any

instances of overboarding and confirmed

that all individual Directors have sufficient

time to commit to their appointment

as Directors of the Company.

The full list of key external appointments

held by our Directors can be found on

pages 92-94

GOVERNANCE REVIEWS

The Committee has responsibility for

overseeing the effective governance

of the Board and its committees and for

making recommendations to the Board to

ensure arrangements are consistent with

emerging best practice.

The Committee reviewed action taken

to comply with the Code and other legal,

governance and regulatory obligations.

See page 91 for further details of the

Company’s compliance with the Code and

page 113 for details of preparatory work

for the implementation of the 2024 Code

WORKFORCE ENGAGEMENT

As WPP’s designated Non-Executive Director

for the UK Workforce Advisory Panel (WAP),

Cindy Rose regularly attends WAP meetings

to further engage with the Company’s

employee base. During the Board’s 2024

visit to Brazil, the Board met with agency

businesses, including participants of the

Future Black Leaders programme to hear

directly on subjects that matter to them.

Agendas for WAP meetings are set by WAP

members, views and insights from the

various forums are shared directly with the

Board, and the Board’s feedback on how

the insights have informed decision-making

is presented back.

CONFLICTS OF INTEREST

In line with their statutory duties, our

Directors must: report any changes to

their commitments to the Committee;

immediately notify the Company of actual

or potential conflicts or a change in

circumstances relating to an existing

authorisation; and complete an annual

conflicts questionnaire. Any conflicts or

potential conflicts identified are considered

and, as appropriate, authorised by the Board

in accordance with the Company’s Articles

of Association. A Conflicts of Interest Register

is also reviewed periodically, which sets out

any actual or potential conflict of interest

situations which a Director has disclosed

to the Board and any practical steps

to be taken to avoid conflict situations.

When reviewing conflict authorisations,

the Board considers any other appointments

CORPORATE GOVERNANCE

108 WPP ANNUAL REPORT 2024

BOARD DIVERSITY POLICY

The Committee reviews the Board Diversity

Policy (the ‘Policy’) in accordance with the

UK Corporate Governance Code on an

annual basis and makes recommendations

to the Board where it identifies changes that

can be made to further contribute to

improving the diversity of the Board and

Board committees. In February 2025, the

Committee considered and reviewed

progress made against the Policy.

The aims of the Policy and an update against

meeting each of them are set out below,

which continue to be in line with or exceed

the recommendations of the FTSE Women

Leaders Review and Parker Review. The

Company aims to maintain the balance set

out in the Policy as a minimum and our wider

ambition is to reach parity on Board gender

diversity and at least maintain ethnic diversity.

A copy of the Board Diversity Policy is available

on the Company’s website at wpp.com/

investors/corporate-governance

BOARD DIVERSITY, AS AT 28 MARCH 2025

BOARD DIVERSITY POLICY DIVERSITY POSITION

STATUS

To maintain a minimum of 40% female share of Board Directors As at the date of this report, women represent 42%

of the Board

To maintain a minimum of 10% share of Board Directors from

an ethnic minority background (according to categories

recommended by the Office for National Statistics)

As at the date of this report, there continues to be two

Board Directors from an ethnic minority background,

equating to a 16% share

To maintain at least one female in the senior Board positions

of Chair, Senior Independent Director, Chief Executive Officer

or Chief Financial Officer

As at the date of this report, two senior Board members

are women

Further information on Board composition and diversity can be found on pages 103 and 104

BOARD AND EXECUTIVE LEADERSHIP DIVERSITY

, AS AT 31 DECEMBER 2024

GENDER

Our Board Executive Committee

Number of

Board members

Percentage

of the Board

Number of senior

positions on the

Board (CEO, CFO,

SID and Chair)

Number in

executive

management

Percentage of

executive

management

Men 8 62% 2 10 59%

Women 5 38%

2 7 41%

Not specified/prefer not to say – – – – –

ETHNIC BACKGROUND

Our Board Executive Committee

Number of

Board members

Percentage

of the Board

Number of senior

positions on the

Board (CEO, CFO,

SID and Chair)

Number in

executive

management

Percentage of

executive

management

White British or other white (including minority-white groups) 11 84% 4 14 82%

Mixed/multiple ethnic groups 1 8% – 2 12%

Asian/Asian British 1 8% – 1 6%

Black/African/Caribbean/Black British – – – – –

Other ethnic group – – – – –

Not specified/prefer not to say – – – – –

Disclosure data concerning gender and ethnicity representation is collected directly from all individual Board and Executive Committee members through surveys that are issued for completion

annually. The surveys ask individuals to disclose their gender and ethnicity using the options shown in the left-hand columns of the above tables, and therefore include the option not to specify

an answer. This data is collated by the company secretarial team and held securely and in accordance with the WPP Fair Processing Notice and the WPP Privacy & Security Charter

Women currently represent 42% of the Board, following Roberto Quarta stepping down from the Board with effect from 31 December 2024

CORPORATE GOVERNANCE

109WPP ANNUAL REPORT 2024

NOMINATION AND GOVERNANCE COMMITTEE REPORT

AUDIT COMMITTEE

REPORT

SANDRINE DUFOUR

CHAIR OF THE AUDIT COMMITTEE

DEAR SHAREHOLDER

As Chair of the Audit Committee, I am

pleased to present this report, which intends

to give shareholders a clear overview of the

Committee’s work in 2024, including on

discharging its important oversight role

to monitor and critically assess the integrity

of the Company’s financial reporting and

the effectiveness of internal control and risk

management systems on which it has

reported to the Board.

At the 2024 AGM, shareholders approved

the appointment of PricewaterhouseCoopers

LLP (PwC) as the Company’s new

independent auditor commencing with the

audit of the Company’s 2024 financial year.

Overseeing PwC’s first audit of the Company

formed a significant focus for the Committee

during the year. Further details on this

process are provided in the following pages

of this report.

Philip Jansen joined the Board on

16 September 2024 (succeeding Roberto

Quarta as Non-Executive Chair from

1 January 2025) and the Committee spent

time with Philip throughout the Chair

transition period to provide support,

including in respect of PwC’s first financial

year audit of the Company.

Committee members

– Sandrine Dufour (Chair)

– Cindy Rose OBE

– Tom Ilube CBE

– Simon Dingemans

The Company Secretary is Secretary to the

Committee and attends all meetings.

Regular attendees at the invitation of the

Committee include the Chair, Senior Independent

Director, Chief Executive Officer, Chief Financial

Officer, Chief Operating Officer, Group Chief

Counsel, Group Financial Controller, General

Counsel Corporate Risk, Director of Internal

Audit, and the external auditor.

The Board has determined that Sandrine Dufour

is the Audit Committee financial expert as

defined by the Sarbanes-Oxley Act 2002 and,

together with Simon Dingemans, has recent and

relevant financial experience for the purposes

of the 2018 UK Corporate Governance Code

(‘the Code’). The members of the Committee

have been determined to be independent within

the meaning of the applicable NYSE listing

standards and rules of the Securities Exchange

Act 1934, as amended. The Committee has,

as a whole, competence relevant to the sectors

in which the Company operates.

Key responsibilities

– Monitoring and critically assessing the

integrity of financial information provided

to shareholders, including the review of

significant accounting policies and financial

reporting judgements

– Overseeing the appointment, remuneration

and independence of the external auditor

and the effectiveness of the audit process

as a whole

– Reviewing the integrity, adequacy and

effectiveness of the Company’s internal

financial controls and the internal control

and risk management systems, including

the risk management framework and related

compliance activities

– Monitoring the integrity of the Company’s

ESG disclosures and related assurance

– Assessing and monitoring the principal

and emerging risks facing the Company

– Monitoring and reviewing the Company’s

internal audit function effectiveness

and activities

Attendance at Committee meetings during

the year can be found on page 103

OVERSEEING PWC’S

FIRST AUDIT OF THE

COMPANY FORMED A

SIGNIFICANT FOCUS FOR

THE COMMITTEE DURING

THE YEAR”

CORPORATE GOVERNANCE

110 WPP ANNUAL REPORT 2024

At each Committee meeting in 2024, the

identification and review of emerging risks

have been considered by the Committee.

As highlighted in last year’s report, certain

meetings of the Committee have been

partially combined with Sustainability

Committee meetings from 2024, to ensure

more effective governance and oversight

of key sustainability issues and risks and

assurance thereof. This change has

effectively streamlined the committees’

review and assurance processes associated

with ESG reporting. The Committee also

paid careful attention during the year to

regulatory developments, including the UK

Government’s corporate reporting and audit

reform initiatives and preparation for the

implementation of the revised 2024 Code.

The Committee oversaw the continued

focus on control enhancement during 2024,

in addition to the setting of clear control

enhancement objectives for 2025 as part

of its ongoing and continued development

of the Group’s controls culture. Further detail

is provided on page 113.

During the year, the Committee also oversaw

the appointment of senior leadership roles

within Finance to strengthen capability and

experience. These included external hires for

both the Group Financial Controller role with

responsibility for external reporting,

including compliance with Sarbanes-Oxley

Act 2002 requirements, and the Director of

Internal Audit. Similarly, the Committee

reviewed the implementation of a new

operating model for Security (cyber),

Technology Risk & Compliance, with the

establishment of a Cybersecurity Council,

co-chaired by the CIO and CISO, with

accountability to the Committee in addition

to the WPP Risk Committee. The structure

was designed to achieve appropriate

governance and optimised coordination

of cross-team activities.

The annual Board and Committee

performance review assessed the

performance of the Committee and

I am pleased that this concluded that the

Committee operates effectively, whilst also

highlighting minor areas for development

in 2025. The Board takes reassurance from

the quality of the Committee’s work and is

satisfied that the Committee members bring

a wide range and depth of financial and

commercial experience and, in addition to

those members designated to have recent

and relevant financial experience for the

purposes of the 2018 Code, Tom Ilube and

Cindy Rose bring extensive subject matter

and process expertise including on emerging

technologies, IT transformation and cyber

security, to the Committee’s membership.

A new Operating Board was formed by

management during the year to provide

oversight of various strategic programmes,

including: GroupM simplification, the VML

and Burson mergers and Finance

transformation. I also met privately with

the lead audit partner for PwC, in addition

to the Director of Internal Audit, to provide

opportunities to discuss potential issues and

as part of the assessment of their

effectiveness.

The sections that follow provide a more

detailed explanation of the Committee’s

work in 2024.

Sandrine Dufour

Chair of the Audit Committee

28 March 2025

Key considerations in 2024 included:

– Continuing to provide oversight of

the financial reporting process and

integrity of the financial statements

– Overseeing the completion of audit

transition activities and managing

PwC’s first year audit, including key

risks for the 2024 audit

– Overseeing the design and

implementation of a new operating

model for Security (cyber),

Technology Risk & Compliance, and

regularly reviewing cyber security

risks and capabilities to support

vulnerability management

– Monitoring the role, performance

and outcomes of the Risk and

Controls Group against its

objectives, including for the

continuous improvement of the

control environment

– Preparation for the implementation

of the revised 2024 Code

– Considering the identification and

review of emerging risks

– Overseeing the integrity of the

Company’s ESG disclosures

– Ongoing monitoring of the business

integrity programme, including

oversight of whistleblower reports

– Monitoring progress against the

internal audit plan and reviewing

the effectiveness of the internal

audit function

Other reviews undertaken

in 2024 included:

– Deep dive reports on Internal

Controls effectiveness and

associated enhancement plans

– Reports on any actual or potential

legal proceedings and claims

– Treasury policy, performance and

risk management

– Group tax strategy, performance

and drivers of the Group effective

tax rate

– Reports on data protection and

data privacy

– Assessment of fraud risk

CORPORATE GOVERNANCE

111WPP ANNUAL REPORT 2024

AUDIT COMMITTEE REPORT

FINANCIAL REPORTING

The Committee is responsible for reviewing

the quarterly, half yearly and annual financial

results, including the Annual Report, with

management, focusing on the integrity of

the financial reporting process, compliance

with relevant legal and financial reporting

standards and application of accounting

policies and judgements.

During the year, the Committee considered

management’s application of key accounting

policies, compliance with disclosure

requirements and relevant information

presented on significant matters of

judgement to ensure the adequacy, clarity

and completeness of half yearly and annual

financial results announcements. The

Committee undertook a detailed review

before recommending to the Board that

the Company continues to adopt the going

concern basis in preparing the annual

financial statements.

The Committee also reviewed various

materials to support the statements in

the Annual Report on risk management

and internal control and the assessment

of the Company’s long-term viability.

See page 77 for more details

INTERNAL AUDIT

The internal audit team, which reports

functionally to the Audit Committee,

provides independent assurance over the

Company’s risk management and internal

controls processes via internal audits and the

testing programme for the Sarbanes-Oxley

Act. The internal audit team has unrestricted

access to all Group documentation, premises,

functions and employees to enable it to

perform its work.

The Committee Chair met regularly with

the Director of Internal Audit during the year

without executive management present to

discuss risk matters and the nature of internal

audit findings in more depth. The Director

of Internal Audit formally reports to each

Committee meeting on the key internal

audit findings, together with the status

of management’s implementation of

recommendations. At least once a year this

includes key themes from internal audit’s

work. This year, those themes included issues

relating to policy compliance, procurement

and contract and regulatory compliance.

Significant issues identified were discussed

in detail by the Committee along with the

remediation plans to resolve them.

The annual internal audit plan includes

assurance over the Group’s transformation

activities, other key projects and initiatives,

and audits of key business risks and operating

companies. It was approved by the

Committee and progress against the plan

was monitored throughout the year with

any changes to the plan noted and approved

by the Committee. The internal audit team

continues to successfully deliver through

a hybrid model of remote auditing supported

by international travel where appropriate.

The Committee assesses the work of internal

audit on a regular basis and monitors the

resourcing and experience within the team.

We are satisfied that the scope, extent and

effectiveness of internal audit work is

appropriate for the Group and that there

is an appropriate plan in place to sustain

and continually improve this.

FAIR, BALANCED AND

UNDERSTANDABLE

To support the Board’s confirmation that

the Annual Report and Accounts, taken as

a whole, is considered to be fair, balanced

and understandable, and provides the

information necessary for shareholders to

assess the Company’s position, performance,

business model and strategy, the Committee

oversaw the process by which the Annual

Report and Accounts was prepared, which

runs in parallel with the process followed

by the external auditor.

The Committee received a summary of

the approach taken by management in

the preparation of the Annual Report

and Accounts to ensure that it met the

requirements of the Code, and considered

in particular: the accuracy, integrity and

consistency of the messages conveyed in

the Annual Report; the appropriateness of

the level of detail in the narrative reporting;

and that a balance had been sought

between describing potential challenges

and opportunities.

The Committee therefore recommended

to the Board (which the Board subsequently

approved) that, taken as a whole, the 2024

Annual Report and Accounts is fair, balanced

and understandable and provides the

necessary information for shareholders

to assess the Company’s position and

performance, business model and strategy.

AUDIT COMMITTEE REPORT CONTINUED

CORPORATE GOVERNANCE

112 WPP ANNUAL REPORT 2024

RISK MANAGEMENT AND

INTERNAL CONTROLS

The Board has overall responsibility for

setting the Company’s risk appetite and for

ensuring there is effective risk management.

The Committee supports the Board in the

management of risk and, in 2024, was

responsible for monitoring and reviewing

the effectiveness of the Company’s

approach to risk management and the

internal control framework.

Under the overall supervision of the

Committee, the WPP Risk Committee,

an executive committee which reports into

the Audit Committee and is supported by

risk committees in each network, identifies

and assesses emerging and principal risks

and oversees and manages day-to-day risk

in the business. The General Counsel,

Corporate Risk provides regular updates

to the Committee on risk matters including

emerging risks, adherence to the Company’s

business integrity programme (including

mitigating and remediation actions) and the

monitoring and evolution of the Company’s

four risk modules: governance, culture,

appetite and management.

An overview of how our risks are assessed

and managed and how these were reviewed

to assess the Company’s viability can be

found on pages 73-77, together with

an assessment of the principal risks and

uncertainties facing the Company on pages

78-85.

In fulfilling its responsibilities, the Committee

received reports from the Risk and Controls

Group throughout 2024 to enable evaluation

of the control environment and risk

management framework. Any necessary

matters are highlighted in the Audit

Committee Chair’s update to Directors at

the relevant Board meeting and discussed

by the Board.

In January 2024, the FRC announced

the publication of the 2024 Code. The

Committee, together with the WPP Risk

Committee, will oversee and make

recommendations to the Board in relation

to the changes to Provision 29. The changes

will require the Board to make a disclosure

relating to the effectiveness of internal

controls including a declaration in relation

to material internal controls as at year-end,

with effect from 1 January 2026. During

the year, the Committee oversaw ongoing

preparatory work for the implementation

of the 2024 Code, including the assessment

of those risks to the Company that the

Committee feels are within the scope

of Provision 29.

INTERNAL CONTROLS OVER

FINANCIAL REPORTING

The Committee carried out in-depth reviews

of the Group’s internal controls over financial

reporting (ICFR), with a focus on monitoring

the operating effectiveness of the Group’s

ICFR framework and compliance with

Section 404 of the Sarbanes-Oxley Act.

During 2024, the Committee monitored the

effectiveness of the internal financial controls

and internal control system of the Group.

This primarily consisted of reviewing

assurance reports from internal audit and

reports from the Risk and Controls Group

on the effectiveness of the internal controls

and being provided frequent updates of

the status of, and reviewing the conclusions

of, management’s assessment of ICFR.

Management’s evaluation of ICFR focuses

on its assessment of the effectiveness of key

financial controls, which include: financial

reporting controls; IT access controls;

journal controls; reconciliations; management

review controls, including business

performance reviews; and segregation of

duties controls. Management’s assessment

was based on the internal audit testing plan

reviewed by the Committee in early 2024,

which used the criteria for effective internal

control reflected in the Internal Control –

Integrated Framework (2013) issued by the

Committee of Sponsoring Organizations

of the Treadway Commission (COSO).

The Committee reviewed management’s

assessment of internal control deficiencies

reported by management and PwC in 2024,

the prioritisation of remediation,

management’s and PwC’s evaluation of the

deficiencies that were reported and

management’s progress during 2024 on its

continued focus on remediating outstanding

deficiencies. The Committee had a particular

focus on revenue recognition and Group

accounting areas (see Financial Reporting

Critical Accounting Judgements and

Estimates, Other areas, on page 116),

IT general controls and key business process

compensating controls. Management

evaluated all internal control deficiencies

identified throughout the Group both

individually and in the aggregate, and

concluded that the Group’s ICFR was

effective as at 31 December 2024 and

reported these conclusions to the Committee.

The Committee assessed and challenged

management’s evaluation, and believes that

management’s evaluation is appropriate.

Alongside the ongoing ERP deployment

and finance shared service optimisation

programmes, management continued its

focus on controls enhancement. Focus areas

in 2024 included the strengthening of senior

finance leadership and controls improvement

activities resulting from deep-dive reviews

conducted by the new Group Financial

Controller. Management has set clear control

enhancement objectives for 2025 as part

of its ongoing and continued development

of the Group’s controls culture, formalising

its continuous improvement activities into

a Controllership Enhancement programme.

The Committee reviewed management’s

objectives for this programme and, while

noting the progress that has been made

during 2024, will monitor progress against

these objectives through the course of

the year.

CORPORATE GOVERNANCE

113WPP ANNUAL REPORT 2024

AUDIT COMMITTEE REPORT

AUDIT COMMITTEE REPORT CONTINUED

BUSINESS INTEGRITY

During the year, the Committee reviewed

the adherence to, and evolution of, the

business integrity programme. The Company

has established procedures by which all

employees may, in confidence (and, if they

wish, anonymously) report any concerns

and more information on this can be found

on page 75. The Committee received regular

updates on the Company’s systems and

controls for ethical behaviour, which

included matters reported on the Company’s

Right to Speak helpline and investigations

and actions undertaken in response.

The Committee received regular reports on

the total number and nature of reports from

whistleblowers and investigations by region

and by network both for substantiated and

unsubstantiated cases. During the year,

the Committee was satisfied that the

Company’s whistleblower and investigations

protocols, and the Right to Speak helpline

arrangements, are effective and facilitate the

proportionate and independent investigation

of reported matters and allow appropriate

follow-up action.

TERMS OF REFERENCE

The Committee’s terms of reference are

reviewed annually by the Committee and

adopted by the Board, most recently on

12 March 2025.

A copy of the Committee’s terms of reference

is available on the Company’s website at

wpp.com/investors/corporate-governance

FRC MINIMUM STANDARD

The Company was compliant during the

financial year with the FRC’s External Audit:

Minimum Standard, as issued in May 2023.

See page 115 for details of the Company’s

Non-Audit Services Policy

EXTERNAL AUDITOR

The Committee has primary responsibility

for overseeing the relationship with the

external auditor, including assessing

its performance, effectiveness and

independence annually prior to making

a recommendation to the Board in respect

of its reappointment or removal.

At the 2024 AGM, following the conclusion of

a competitive audit contract tender in 2021,

shareholders approved the appointment of

PwC as the Company’s new independent

auditor commencing with the audit of the

Company’s 2024 financial year. In March 2024

monthly Group Audit Steering Committee

meetings were initiated to replace the

previous Transition Governance Group

format, as referenced in last year’s report.

These meetings throughout the remainder

of the year were jointly chaired by WPP and

PwC and are designed to track the progress

of the audit, providing a mechanism for

efficient escalation and resolution of issues

and any potential delays.

Given the Company’s live finance

transformation programmes, the meetings

also enabled the auditor to stay aligned with

management on any planned changes with

potential to impact the 2024 audit. In turn,

the Committee was kept up to date by PwC

and management on progress throughout

the year, with PwC providing updates at all

Committee meetings. Key transition

activities completed by PwC included:

– Shadowing Deloitte

– Working paper reviews

– Site visits at key components including

meetings with local management

– Transition walkthroughs

– Pilots of key audit areas

The Company has complied with the

Competition and Markets Authority’s

Statutory Audit Services Order 2014 for

the financial year under review in respect

to audit tendering and the provision of

non-audit services, with Giles Hannam

holding the role of lead audit partner for

PwC since the 2024 audit.

APPOINTMENT OF EXTERNAL AUDITOR

AT ANNUAL GENERAL MEETING

The Committee has recommended to the

Board, and the Board has approved, that

PwC should be reappointed as auditor.

Resolutions will be put to the 2025 AGM

proposing the reappointment of PwC and to

authorise the Audit Committee to determine

the auditor’s remuneration. PwC’s lead audit

partner will make himself available at the

AGM to answer shareholder questions on

the 2024 Annual Report.

EFFECTIVENESS AND INDEPENDENCE

OF THE EXTERNAL AUDITOR

The Committee is determined to ensure that

the Company receives an effective external

audit. In 2024, the Committee evaluated the

performance of the external audit through

its ongoing review of the external audit

process against a backdrop of the 2024

financial year being PwC’s first audit of the

Company. The Committee also considered

feedback on the 2024 audit, through

discussions with Committee members and

key members of the Company’s finance

team, which covered:

– Overall quality of the audit

– Independence and objectivity

– Effectiveness of the auditor’s challenge

and level of scepticism

– Integrity of the firm

– Transparency of reporting to management

and the Committee

– Quality of the audit team’s leadership

– Skills and experience of the audit team

CORPORATE GOVERNANCE

114 WPP ANNUAL REPORT 2024

There were no material non-audit services

provided by PwC during 2024. The lead audit

partner brought to the Committee’s attention

during the year that PwC had been involved

in a prohibited service in 2023, the details

of which are set out in the Independent

Auditor’s Report on pages 188-193. The

Committee agreed that this activity did

not impact the independence of PwC

for the purposes of the audit. Based on the

Committee’s review of the services provided

by PwC and discussion with the lead audit

partner, the Committee concluded that

neither the nature nor the scale of the

non-audit services gave any concerns

regarding the objectivity or independence

of PwC.

The Committee considered the level of all

non-audit services incurred as part of its

annual review of PwC’s independence set

out above and was satisfied that the auditor

continued to exercise objectivity and remain

independent throughout the period.

The Committee also considered:

– A report from PwC confirming it maintains

appropriate internal safeguards in line

with applicable professional standards

to remain independent

– The Audit Quality Review’s 2023/24 Audit

Quality Inspection and Supervision Report

on PwC and the actions taken by PwC to

address the findings in that report

PwC attended all Committee meetings in

2024, met the Committee without executive

management present and the Committee

Chair regularly meets independently with

the audit partners.

Overall, the Committee concluded that:

– It continues to be satisfied with the

performance of the external auditor and

with the policies and procedures in place

to maintain its objectivity and

independence

– PwC possesses the skills, experience and

resources required to fulfil its duties, and

there was constructive challenge and

appropriate scepticism where necessary,

such as in challenging management’s

assumptions. The Committee appreciates

in particular PwC’s engagement with

management in building and timetabling

the audit plan for the first financial year

as auditor

– The audit for the year ended 31 December

2024 was effective

NON-AUDIT SERVICES

In line with the Company’s Non-Audit

Services Policy, the Committee ensures that

auditor objectivity and independence are

safeguarded by reviewing and pre-approving

the external auditor’s provision of certain

non-audit services (including audit-related

and other assurance services). The Committee

is mindful of the 70% non-audit services fee

cap in determining whether to pre-approve

such services.

2023

2022

240

137

2024

Audit fees

Non-audit fees

Total fee

AUDIT/NON-AUDIT FEES

(£m)

All fees are summarised periodically for the

Committee to assess the aggregate value of

non-audit fees against audit fees. During the

year, PwC received £44 million in fees for

work relating to the audit services it provides

to the Company. Non-audit related work

undertaken by external auditors amounted

to fees of £2 million this year, which equated

to 5% of the total audit fees paid.

CORPORATE GOVERNANCE

115WPP ANNUAL REPORT 2024

AUDIT COMMITTEE REPORT

AUDIT COMMITTEE REPORT CONTINUED

FINANCIAL REPORTING CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES

The following critical accounting judgements and estimates in relation to the financial statements were assessed by the Committee

and discussed with management and the external auditor, PwC:

AREA OF FOCUS

CRITICAL ACCOUNTING JUDGEMENTS

AND ESTIMATES

ACTIONS TAKEN/CONCLUSION

Goodwill impairments

Estimates and judgements in relation

to goodwill impairment testing

The Committee assessed the appropriateness of the key assumptions used by management in its annual

goodwill impairment assessment of AKQA Group, with a particular focus on forecast revenue less

pass-through costs and operating margins. The Committee also assessed the approach taken by

management to other cash generating units, including Landor. The Committee was satisfied that the

assumptions and resulting impairment charge was reasonable and that the associated disclosures are

appropriate (see Note 11).

OTHER AREAS

Headline profit

Judgements relating to headline

profit measures

The Committee considered the judgement applied by management in calculating headline profit,

in order to present an alternative measure of performance by excluding items which are considered to be

large, unusual and non-recurring which are otherwise included in profit measures determined under IFRS.

The Committee was satisfied that the exclusion of the relevant amounts from headline profit measures

was reasonable and that the associated disclosures are appropriate, and balanced alongside IFRS profit

measures (see pages 196 and 198).

Taxation

The estimates and judgements made in

respect of uncertain tax position liabilities

The Committee considered the key judgements made by management, including relevant professional

advice that may have been received. The Committee considers the level of recognised uncertain tax

position liabilities to be reasonable and that the associated disclosures are appropriate (see Note 7).

Provisions

The estimates and judgements made in respect

of provisions for certain ongoing legal

proceedings and claims

The Committee considered the key judgements made by management in respect of certain ongoing legal

proceedings and claims including professional advice that may have been received. The Committee

considers the level of provisions recognised to be reasonable and that the associated disclosures are

appropriate (see Note 20).

Revenue recognition

Judgements and estimates in respect

of the measurement and recognition of

variable consideration

The Committee considered the reasonableness of the key judgements and estimates applied by

management in recording certain elements of the Group’s revenue, in particular in relation to the

measurement and recognition of revenue from arrangements that include significant variable incentive

based or rebate related consideration. The Committee was satisfied the measurement and recognition

of revenue in respect of these arrangements was appropriate.

Group accounting

Review of the group accounting

areas and consolidation

The Committee considered management’s review of its group accounting and consolidation process,

in particular considering the determination of non-controlling interests, intercompany eliminations and

hyperinflation accounting. The Committee was satisfied that management’s group accounting and

consolidation approach for these areas was reasonable.

Going concern

The going concern assessment

and viability statement

The Committee reviewed and assessed the scenarios modelled by management, including management’s

downside and stress-testing scenarios, taking account of declines in revenue less pass-through costs

compared to 2024. The Committee concurs with the conclusions from management’s going concern and

viability statement assessments, and that the associated disclosures on page 77 are appropriate.

CORPORATE GOVERNANCE

116 WPP ANNUAL REPORT 2024

Committee members

– Keith Weed CBE (Chair)

– Angela Ahrendts DBE

– Jasmine Whitbread

– Dr. Ya-Qin Zhang

Regular attendees include the Chief Executive

Officer, Chief Financial Officer, Group Chief

Counsel, Chief People Officer, Chief

Sustainability Officer and Director of

Communications and Corporate Affairs.

The Company Secretary is Secretary to the

Committee and attends all meetings.

Key responsibilities:

– Understanding the sustainability risks and

opportunities for WPP

– Assisting the Board in its oversight of

corporate responsibility, sustainability,

health and safety and associated reputation

matters, taking into account WPP’s purpose,

strategy and culture

– Assessing the Company’s current

sustainability footprint, reviewing

sustainability targets and commitments

and materiality

– Reviewing and considering WPP’s Transition

Plan, Modern Slavery Statement and

sustainability-related policies, including

the Environment Policy, for approval by

the Board

Attendance at Committee meetings during

the year can be found on page 103

SUSTAINABILITY

C OMMITTEE REPOR T

KEITH WEED CBE

CHAIR OF THE SUSTAINABILITY COMMITTEE

DEAR SHAREHOLDER

As the Chair of the Committee, I am pleased

to present the Committee’s 2024 report.

In 2024, we continued to place increased

focus on sustainability for the Board and

the Company to ensure we manage our

sustainability-related risks and take

advantage of opportunities. We monitored

sustainability performance as the Company

works to deliver on its commitments and

meet our environmental, social and

governance (ESG) obligations.

Our committee members bring with

them a wide range of experience to

help navigate this complex landscape,

including sustainability expertise in

marketing, technology, sustainable

business and international development,

from senior positions in business and

non-governmental organisations.

The Committee received updates on a

wide range of topics throughout the year,

ranging from progress to simplify non-

financial data collection (see ‘evolving

our reporting’ on page 37 of our 2024

Sustainability Report), to initiatives to

equip and inspire our people on

sustainability, to work on refreshing the

environmental and social KPIs linked to

the Company’s $2.5 billion revolving credit

facility (approved by the Board in February

2025). The Committee also reviewed,

as we do each year, the Company’s

climate-related risks and opportunities,

sustainability and environment policies,

and Modern Slavery Statement.

We continued to pay careful attention to

developing ESG regulation. Throughout

the year, the Committee received regular

updates on WPP’s evolving approach to

ESG reporting and the Company’s roadmap

for compliance with enhanced disclosure

requirements.

To streamline review and assurance

processes, certain meetings of the

Committee continued to be partially

combined with Audit Committee meetings,

as referenced in the Audit Committee Report

(from page 110).

ASSESSING MATERIALITY

During the year the Committee, along

with the Audit Committee, supported

management in conducting WPP’s first

double materiality assessment, as the

Company prepares for the EU’s Corporate

Sustainability Reporting Directive (CSRD).

The outcomes of the assessment are

summarised on page 36 of this report.

As we evolve our disclosures to be consistent

with the CSRD and other ESG reporting

requirements, disclosures identified as

non-material through the double materiality

assessment are disclosed online in the 2024

ESG Data Book and are no longer included

in the 2024 Annual Report and Sustainability

Report. Our online Reporting Standards

Index provides a summary of the ESG topics

and disclosures covered and their location

in our 2024 reporting.

Find our 2024 ESG Data Book and

Reporting Standards Index at

wpp.com/sustainabilityreport2024

WE CONTINUED TO PAY

CAREFUL ATTENTION

TO DEVELOPING ESG

REGULATION”

CORPORATE GOVERNANCE

117WPP ANNUAL REPORT 2024

SUSTAINABILITY COMMITTEE REPORT CONTINUED

WPP remains committed to ongoing

responsible management practices across

both material and non-material topics.

DECARBONISATION

The Committee monitored progress towards

WPP’s carbon reduction targets, as we near

the target date for WPP’s commitment to

reduce Scope 1 and 2 emissions in absolute

terms by 84% by 2025. The Planet section on

pages 45 and 46 of this report sets out the

Company’s commitments and performance.

Throughout the year, we supported

management in the development of WPP’s

first formal Transition Plan, which will outline

decarbonisation roadmaps across the

Company’s most material emissions hotspots,

summarised on page 45 and in the Planet

chapter of our 2024 Sustainability Report.

In 2025, the Company will recalculate baseline

carbon emissions and revalidate its carbon

reduction targets. This is in line with Science

Based Targets initiative (SBTi) guidelines,

which require companies to undertake this

exercise every five years. The Company will

publish its first formal Transition Plan, aligned

to the recommendations of the Transition

Plan Taskforce, once this review is complete,

to ensure the Transition Plan remains relevant

across its three-year lifespan.

Monitoring Transition Plan implementation

remains a priority for the Committee, and

we look forward to continued deep dive

reports on progress across the Company.

SUSTAINABILITY TRAINING

The Committee received regular updates

on initiatives to build sustainability capability

across WPP. In September, WPP launched

a new Sustainability Academy – part of the

Company’s Future Readiness Academies –

featuring interactive modules and live

masterclasses to help our people tackle

sustainability challenges and deliver

solutions that help clients address their

own sustainability priorities and impacts.

See page 56

HEALTH, SAFETY AND WELLBEING

We assist the Board in oversight of health

and safety-related matters. In 2024, in

response to employee feedback in our 2023

All In staff survey, the Company continued

to prioritise the mental health and wellbeing

of our people through targeted awareness

campaigns, including Making Space, an

initiative which aims to inspire wellbeing,

inclusion and creativity. We also enhanced

our Employee Assistance Programme,

offering 24/7 free confidential counselling

and support to every WPP employee

(see page 44).

ENGAGEMENT

We continued to support management’s

engagement strategy on sustainability.

Employee engagement remains a high

priority and this report highlights a number

of initiatives, from building sustainability

knowledge and skills through the

Sustainability Academy, to encouraging

volunteering (see page 58).

Supply chain engagement plays an important

role in delivering meaningful emissions

reductions. We continued to monitor

WPP’s targeted engagement with carbon

strategic suppliers, who contribute 56%

of the Company’s indirect supply chain

emissions (see page 45).

Through WPP’s first double materiality

assessment the Company captured

stakeholder perspectives across a range

of ESG topics. This will inform WPP’s

sustainability strategy, investments,

engagement and reporting, to focus activity

on the topics of greatest importance and

relevance to the business and its

stakeholders.

TRANSPARENCY

Measuring and monitoring sustainability

KPIs is critical to delivering against our

sustainability strategy and targets.

The Committee continued to monitor

sustainability KPIs to ensure that the

Company is making progress against its

external commitments and effectively

managing material sustainability risks

and opportunities.

Throughout this report, selected content

highlighted with the symbol was subject

to independent limited assurance procedures

by PricewaterhouseCoopers LLP (PwC)

for the year ended 31 December 2024.

In May 2024 PwC presented its third

management report to the Committee.

In July, following a competitive process, the

Committee endorsed PwC’s reappointment

as independent assurance provider to

support WPP’s assurance programme

from 1 January 2025.

Management provides regular progress

updates to the Committee throughout the

year on work undertaken to strengthen data

quality and the ESG control environment,

which in 2024 included training and work

to centralise data (see ‘our approach to

sustainability’ on pages 40 and 41).

For details and results of the limited assurance,

see wpp.com/sustainabilityreport2024

TERMS OF REFERENCE

The Committee’s terms of reference are

reviewed annually by the Committee and

adopted by the Board, most recently on

4 February 2025.

A copy of the Committee’s terms

of reference is available at wpp.com/

investors/corporate-governance

I would like to thank the members of the

Committee and the management team for

their commitment throughout the year, and

look forward to continuing our work in 2025.

Keith Weed

Chair of the

Sustainability Committee

28 March 2025

CORPORATE GOVERNANCE

118 WPP ANNUAL REPORT 2024

COMPENSATION

C OMMITTEE REPOR T

JASMINE WHITBREAD

CHAIR OF THE

COMPENSATION COMMITTEE

THE COMMITTEE'S 2024

COMPENSATION DECISIONS

BALANCE THE CHALLENGING

BUSINESS ENVIRONMENT

AND ITS IMPACT ON

FINANCIAL RESULTS

WITH THE SIGNIFICANT

STRATEGIC PROGRESS

ACHIEVED, REFLECTING

OUR PAY-FOR-PERFORMANCE

PHILOSOPHY”

Committee members

– Jasmine Whitbread (Chair)

– Sandrine Dufour

– Tom Ilube CBE

– Philip Jansen (appointed 16 September 2024)

Attendees

Regular attendees also include the Chief

Executive Officer, the Chief Financial Officer,

the Chief People Officer, the Global Reward

Director and the Committee external advisors.

The Chief Executive Officer, Chief Financial

Officer and Chief People Officer are not

present when matters relating to their own

compensation or contracts are discussed

and decided.

The Company Secretary is Secretary to the

Committee and attends all meetings.

Key responsibilities

– Setting the Compensation Policy and the

terms and conditions for the Chair of

the Board, Executive Committee and

Company Secretary

– Designing and monitoring incentive

arrangements including setting targets

and assessing performance

– Maintaining an active dialogue with

shareholders and ensuring WPP practice

aligns with corporate governance standards

Learn more at wpp.com/about/

corporate-governance

DEAR SHAREHOLDER

On behalf of the WPP Board, I am pleased

to present the Compensation Committee

report for the financial year ended

31 December 2024.

In this report, I include my introductory

letter, an 'At a Glance' summary of

compensation, an overview of the Directors’

Compensation Policy (‘the Policy’) approved

by shareholders at the 2023 AGM and the

Annual Report on Compensation setting

out the implementation of the existing

Policy in 2024. The report also sets out

the proposed implementation for 2025.

PROGRESS MADE ON INNOVATING

TO LEAD STRATEGY

During 2024 WPP's leadership team

continued to drive progress on delivering

our strategy, Innovating to Lead. WPP Open,

our AI-driven operating system for marketing

transformation, has differentiated our

offering for both existing and prospective

clients. WPP's continued investment in this

platform will allow our clients and people to

further leverage the creative opportunities

that AI presents now and in the future.

The mergers to create Burson and VML,

and the GroupM simplification process, have

streamlined our client-facing structure while

delivering structural cost savings. Although

there remains work to be done, we are now

able to deliver a stronger, more integrated

offer to our clients.

However, while we delivered improved

operating margin and cash conversion during

2024, resulting in a stronger balance sheet,

revenues were adversely impacted by the

effect of historical client losses, challenging

conditions in China and weaker discretionary

client spend. We remain confident in our

medium-term targets and strategy but

also recognise the short-term outlook

remains challenging.

WPP has a pay-for-performance philosophy

and the Committee believes that the

decisions taken with respect to fixed

compensation, the annual incentive (STIP)

and long-term incentive (EPSP) fairly reflect

2024 financial performance combined with

the progress made on WPP's strategy.

APPOINTMENT OF PHILIP JANSEN

As announced in July 2024, Philip Jansen

joined the Board on 16 September 2024

as an independent Non-Executive Director

and Chair-designate. Following a handover

period, he assumed the role of Chair on

1 January 2025, when Roberto Quarta retired.

The Committee agreed Philip’s annual fees

as Chair at £575,000 at the time of his

appointment. Further detail is set out

on page 136.

COMPENSATION IN 2024

STIP 2024

All the Executive Directors participated

in the 2024 STIP. The STIP was based on a

combination of financial and non-financial

measures aligned to the delivery of the

Company strategy and purpose. The financial

measures, which determined 75% of the

award, were like-for-like headline operating

profit growth, headline operating margin

improvement and like-for-like revenue

less pass-through costs growth.

In considering 2024 actual performance,

the Committee agreed immaterial

downwards adjustments to operating profit

and operating margin outcomes for certain

119

CORPORATE GOVERNANCE

WPP ANNUAL REPORT 2024

COMPENSATION COMMITTEE REPORT CONTINUED

variable client incentive-based estimations.

As a result of these adjustments the

Committee considers that an outcome

of 24.38% of the 75% maximum in respect

of the financial element of the STIP

appropriately reflects the underlying

performance of the Company.

See pages 130 for further detail

on performance against financial targets

A scorecard was used to assess performance

against non-financial measures, which

determined the remaining 25% of the award.

The scorecard is based on four categories:

strategic priorities; client; people and

culture; and purpose and reputation.

The Committee considered the non-financial

performance under each of the four

categories for the CEO, CFO and COO.

The Committee determined overall

assessments of 15% for Mark Read, 20% for

Joanne Wilson and 12.5% for Andrew Scott

out of a maximum of 25% were appropriate

given the wider business context. This has

resulted in a total bonus (as a percentage

of the maximum) of 39.38% for Mark Read,

44.38% for Joanne Wilson and 36.88% for

Andrew Scott.

Full details of non-financial performance

for each Director are included on pages

131 and 132

2022 EPSP AWARDS

The 2022 EPSP awards' three-year

performance period ended on 31 December

2024, with performance assessed against

three measures: return on invested capital

(ROIC); adjusted free cash flow (AFCF);

and relative total shareholder return (TSR).

Performance was between threshold and

maximum for ROIC and AFCF but below

the threshold required for relative TSR,

resulting in a formulaic vesting of 48.8%.

The Committee considered this vesting

outcome was an appropriate reflection

of performance and made no adjustments

to the outcome.

COMPENSATION IN 2025

STIP 2025 PERFORMANCE METRICS

As detailed on page 133, during the year

the Committee reviewed the performance

measures which will apply for 2025 to

ensure continued alignment with our

strategy. The Group financial measures,

in line with the Policy, will continue to have

a 75% weighting. For 2025 the Committee

agreed that headline operating margin

improvement and revenue less pass-through

costs growth were the appropriate financial

metrics, with equal weighting given to each.

The headline operating growth metric

has been removed. The Committee

considered that a focus on these two

metrics would increase alignment with

our strategic goal of delivering profitable

growth. The non-financial performance

element (25%) will continue to be assessed

using a scorecard across the four categories

of: strategic priorities; client; people and

culture; and purpose and reputation.

JOANNE WILSON STIP OPPORTUNITY

The Committee regularly reviews the

compensation arrangements of the Executive

Directors to ensure they are appropriately

positioned relative to external and internal

peers while also being reflective of the

specific skills, responsibilities, attributes

and contribution to the business of each

individual. During 2024, the Committee

made the decision to increase the CFO’s STIP

opportunity to align with that of the CEO in

recognition of the wide remit of her role and

her impact on the growth and transformation

of WPP. Joanne’s target and maximum STIP

opportunities have therefore been increased

from 1 January 2025 to 125% of base salary at

target and 250% of base salary at maximum

in line with the Policy limits.

EPSP 2025 PERFORMANCE METRICS

The Committee carefully considered the

performance metrics and targets for the

2025 EPSP awards. It determined ROIC,

AFCF and relative TSR remained the correct

measures. Each year in setting the targets

the Committee follows a robust process

involving consideration of our detailed

medium-term financial plans, financial

modelling and reference to analyst consensus

estimates. The Committee considers the

targets set for the 2025 award are

appropriately challenging given the wider

business context. A comprehensive review

of performance metrics will be carried out

as part of the Policy review during 2025.

The Committee is also conscious that,

subject to regulatory approval, the proposed

merger between Omnicom and IPG will have

an impact on the sector relative TSR peer

group. If the merger successfully completes,

the Committee will consider the impact and

provide an update in its 2025 report.

DIRECTORS’ COMPENSATION

POLICY UPDATE

2025 will be last full financial year of our

current Policy, as such we will be seeking

shareholder approval for a new version of

the Policy at our 2026 AGM. During 2025

we will carry out a detailed review of

our current Policy and consult with our

major shareholders.

Our review will focus on ensuring the new

policy facilitates the continued delivery of our

Innovating to Lead strategy, supporting the

retention and recruitment of market-leading

talent in an increasingly competitive global

market. I look forward to engaging with our

major shareholders during this process.

NON-EXECUTIVE DIRECTOR (NED) FEES

During 2024 the Chair and Executive Directors

reviewed the fees payable to NEDs. To ensure

that the fee structure remained appropriately

positioned relative to market and reflected

the responsibilities and time commitment

of the role, the base fee was increased to

£90,000 and the membership fees for the

Sustainability and Nomination Committees

to £15,000. All changes were effective

1 July 2024. No other changes were made.

WPP SHARE OPTION PLAN RENEWAL

Options under the WPP Share Option Plan

(Plan) are awarded to around 50,000 of

our employees each year (excluding

Executive Directors and other senior leaders

who participate in the EPSP or Leadership

Plan, see page 140). A resolution will be

included at the AGM for renewal of the Plan

as it approaches its ten-year expiry. To aid

its broad-based operation, this includes the

removal of the five per cent dilution limit for

our discretionary share schemes, aligning

with the recent updates to the Investment

Association Principles of Remuneration.

The overall ten per cent limit for all our

share plans remains in place.

CONCLUSION

Roberto Quarta retired from the Committee

and the Board on 31 December 2024 having

been a member of the Committee since June

2015. On behalf of the Committee, I would

like to thank Roberto for his invaluable

support and contributions over this period.

I would like to express my appreciation to

the ongoing members of the Committee

for their continuing dedication and active

participation.

I thank the leadership team for the progress

it has made in delivering on the strategy

during 2024 and its continued focus on

ensuring WPP is well positioned for the

next phase of our strategy.

Jasmine Whitbread

Chair of the

Compensation Committee

28 March 2025

120 WPP ANNUAL REPORT 2024

CORPORATE GOVERNANCE

2024 TOTAL COMPENSATION COMPARED WITH POLICY

(£000)

Mark Read

CEO

Joanne Wilson

CFO, appointed 27 April 2023

Andrew Scott

COO, appointed 7 September 2023

Fixed compensation, consisting of base salary, benefits and pension

(as set out in the single figure on page 128)

Short-term incentives (STIP)

Long-term incentives (EPSP)

Buy-out awards

Actual total compensation is from the date of appointment for the CFO and COO

Target: 50% of maximum STIP, 60% of maximum EPSP

2024

Actual Total

Compensation

2023

Actual Total

Compensation

Policy

Compensation

at Target

Policy

Compensation

at Maximum

£0 £2,000£1,000 £3,000 £4,000 £5,000 £6,000 £7,000 £8,000 £9,000

£8,566

£5,368

£4,498

£3,801

£0 £1,000 £2,000 £3,000 £4,000 £5,000

2024

Actual Total

Compensation

2023

Actual Total

Compensation

(part year)

Policy

Compensation

at Target

Policy

Compensation

at Maximum

£4,597

£2,949

£1,623

£1,850

£0 £1,000 £2,000 £3,000 £4,000 £5,000

2024

Actual Total

Compensation

2023

Actual Total

Compensation

(part year)

Policy

Compensation

at Target

Policy

Compensation

at Maximum

£2,890

£1,606

£4,505

£2,070

2024 COMPENSATION OUTCOMES

The information below summarises the 2024 total compensation received by the CEO, CFO and COO. The CFO, Joanne Wilson, and COO,

Andrew Scott, were both appointed during 2023; as a result, prior year data for 2023 reflects compensation received from their respective

dates of appointment.

The EPSP award vestings for the COO in 2024 and 2023 are in respect of 2022 and 2021 EPSP awards granted prior to

his appointment to the Board. The EPSP vestings for the CFO in 2024 and 2023 relate to buy-out awards subject to the same performance

conditions as the 2022 and 2021 EPSP awards respectively. Full details of the performance outcomes are set out on pages 130-133.

COMPENSATION AT A GLANCE

121

CORPORATE GOVERNANCE

WPP ANNUAL REPORT 2024

COMPENSATION AT A GLANCE CONTINUED

2024 TOTAL COMPENSATION OUTCOMES SUMMARY

2024 FIXED COMPENSATION

Mark

Read

(CEO)

£000

Joanne

Wilson

(CFO)

£000

Andrew

Scott

(COO)

£000

Base salary 1,140 750 735

Pension

114 75 73

Benefits 38 32 32

Aligned at a maximum of 10% of base salary for all Executive Directors

2024 STIP PERFORMANCE

WEIGHTING

OUTCOME

ACHIEVED

Threshold

(0% payable)

Target

(50% payable)

Maximum

(100% payable)

Like-for-like headline

operating profit growth

25% 3.13%

Headline operating

margin improvement

25% 21.25%

Like-for-like revenue less

pass-through costs growth

25% 0.00%

Total financial performance 75% 24.38%

Mark

Read

Joanne

Wilson

Andrew

Scott

Non-financial performance 25% See pages 131 and 132 for performance against non-financial measures 15.00% 20.00% 12.50%

Total (%) of maximum 100% 39.38% 44.38% 36.88%

Total (%) of base salary 98.45% 88.76% 73.76%

Total amount (£000) 1,137 675 550

Delivery 60% is delivered in cash; 40% as a share award (ESA)

with a two-year deferral period

2024 STIP bonus delivery

Actual STIP performance Indicates a scale break

Below

Threshold

-1.0%

0.0% 0.2% 0.4%0.34%

0.0% 4.0%1.0% 7.0%

0.0% 1.5% 3.0%

40%

60%

cash

122 WPP ANNUAL REPORT 2024

CORPORATE GOVERNANCE

2022 EPSP PERFORMANCE

WEIGHTING OUTCOME ACHIEVED

Threshold

(20% vesting)

Maximum

(100% vesting)

Average return on

invested capital (ROIC)

23.6%

Cumulative adjusted

free cash flow (AFCF)

25.2%

Relative TSR

(common currency)

0.0%

Relative TSR

(local currency)

Total (% of maximum) 100% 48.8%

Mark

Read

Joanne

Wilson

Andrew

Scott

Total amount (£000) 1,372 318 680

Delivery The awards are due to vest in March 2025 and will be delivered in shares (net of withholdings for tax and social security)

The shares must be retained for a further two years from the end of the performance period

The award vesting shown for Joanne Wilson is that of an on-hire Buy-out award made in May 2023, the vesting of which was linked to the 2022 EPSP performance metrics

Actual EPSP performance

SHAREHOLDING REQUIREMENT

Mark

Read

Joanne

Wilson

Andrew

Scott

Appointed

3 September 2018

Appointed

19 April 2023

Appointed

7 September 2023

Executive Directors are required to build and maintain their shareholding requirements within seven years of appointment. Expectation that shares received on

the vesting of share awards (eg EPSP and ESA) will be retained (other than those required to settle tax obligations) until holding requirement met, as was the case

in 2024.

Target levels (% of base salary) 600% 300% 300%

Actual levels (% of base salary) at 31 December 2024

697% 32% 966%

Actual levels (% of base salary) at 31 December 2023

476% 4% 736%

The share price used for the calculation is the average share price for the last two months of the relevant financial year

16.5%

£2,300m

Median

18.5%

£3,100m

Upper

decile

Upper

decile

17.8%

£2,855m

Below

threshold

Below

threshold

123

COMPENSATION AT A GLANCE

WPP ANNUAL REPORT 2024

CORPORATE GOVERNANCE

The Directors’ Compensation Policy (‘the Policy’) was approved by shareholders at the AGM on 17 May 2023. The table on pages 125 and 126

summarises the Policy and how it will be implemented for 2025. Full details of the Policy can be found at pages 134-142 of the 2022 Annual

Report and Accounts.

ALIGNING COMPENSATION WITH STRATEGY

The performance-linked elements of compensation (STIP and EPSP) are aligned to our strategic business priorities and the creation of

long-term shareholder value. Performance measures for both the STIP and EPSP are selected to align to our business strategy and include

a range of financial and non-financial measures. The Committee regularly reviews the performance measures to ensure continued alignment

to the business strategy. Performance measures are aligned to our business KPIs, see page 65 for further details.

OUR STRATEGY -

INNOVATING TO LEAD

Our strategy aims to capture

the opportunities offered

by AI, maximise the potential

of creative transformation

and deliver faster growth,

higher margins and improved

cash generation

Underpinned by a disciplined approach to capital allocation

The metrics to be used for the 2025 financial year and their alignment with the different elements of the strategy are summarised in the

table below.

SHORT-TERM INCENTIVE PLAN (STIP) - 2025 FINANCIAL YEAR

Measure Summary Link to strategic elements

Like-for-like revenue less pass-

through costs growth (37.5%)

A key financial KPI. Like-for-like

revenue growth excludes the

impact of currency and acquisitions

Our aim is to drive revenue

growth by leading through AI,

data and technology, creative

transformation and building our

market-leading brands

Headline operating profit margin

improvement (37.5%)

This uses the key financial KPI of

operating profit margin and

measures the improvement in

our profit on trading activities

Our aim is to generate improved

margins by executing efficiently

Individual strategic objectives (25%) Individual objectives will be set in

the following areas:

– Strategic priorities

– Client

– People and culture

– Purpose and reputation

Individual scorecard objectives

will be based on role and

accountabilities of the

Executive Director

LONG-TERM INCENTIVE PLAN (EPSP) - 2025 EPSP AWARDS

Measure Summary Link to strategic elements

Return on invested capital (ROIC)

(33.3%)

ROIC measures the return (operating

profit) made relative to the invested

capital over the final financial year of

the three-year performance period

Our aim is to grow the business

whilst delivering higher margins

and executing efficiently

Adjusted free cash flow (AFCF)

(33.3%)

AFCF measures the cash the

business generates over the

three-year performance period

Our aim is to grow the business

whilst delivering improved cash

generation

Total shareholder return (TSR)

(33.3%)

TSR measures the returns received

by our shareholders over the

three-year performance period

relative to those of our FTSE 100

peers and global sector peers

Delivering on our strategy will

benefit our shareholders through

improved returns

Lead through

AI, data and

technology

Accelerate growth

through the

power of creative

transformation

Build world-class,

market-leading

brands

Execute efficiently

to drive strong

financial returns

DIRECTORS’ COMPENSATION POLICY

124

CORPORATE GOVERNANCE

WPP ANNUAL REPORT 2024

HOW WE WILL IMPLEMENT OUR PROPOSED COMPENSATION POLICY IN 2025

The tables below and overleaf set out how we plan to implement the Policy specifically for 2025.

TIMELINE OF COMPENSATION ELEMENTS

2025 2026 2027 2028 2029

Base salary

Benefits

Pension

STIP

EPSP

FIXED ELEMENTS OF COMPENSATION

Component

Purpose and

link to strategy Operation Opportunity

Implementation

for 2025

Base salary To maintain

package

competitiveness

Base salary is typically reviewed annually

to align with the wider workforce

Increases for Executives will

usually be aligned to the

wider workforce which will

reflect the performance of

the Company, the individual

and local economic factors

Mark Read: £1,155,000

Joanne Wilson: £760,000

Andrew Scott: £745,000

Salary levels will be reviewed

in 2025 and any increases

effective 1 July 2025

Benefits Provide an annual

fixed and

non-itemised

allowance to enable

the Executive to

ensure their

wellbeing and

security

Reviewed periodically by the

Committee. Set with reference to

the individual concerned and the

role they undertake

The maximum fixed annual

benefit allowance payable

is £50,000 (excluding

relocation benefits)

Mark Read: £35,000

Joanne Wilson: £30,000

Andrew Scott: £30,000

Plus taxable expenses related

directly to attendance at

Board meetings

Pension To enable provision

for retirement

benefits

Provided by way of contribution to

a defined contribution retirement

arrangement, cash allowance or

combination of the two

Maximum contribution of

10% of base salary

Mark Read: 10%

Joanne Wilson: 10%

Andrew Scott: 10%

VARIABLE ELEMENTS OF COMPENSATION

SHORT-TERM INCENTIVE PLAN (STIP)

Purpose and

link to strategy Operation Opportunity Performance

Implementation

for 2025

To drive the

achievement of

strategic priorities

for the financial year

and to motivate,

retain and reward

executives over the

short and medium

term. The ESA

element of the

incentive aligns

executives with

shareholder

interests

Targets are set early in the year.

The Committee determines the extent

to which these targets have been

achieved following the end of the year

based on performance and has discretion

to adjust the formulaic outcome both

upwards and downwards (including

to zero) to ensure the performance

outcome reflects underlying Company

performance and value creation

for shareholders

At least 40% of the STIP award is

delivered in the form of conditional

deferred shares (ESA) which will be

released after a period of two years

STIP awards are subject to the malus

and clawback policy as may be amended

from time to time

Maximum opportunity

of 250% of base salary

Dividends will accrue

on the ESA during the

deferral period

Performance measures

and targets are reviewed

and set annually to ensure

continued strategic

alignment

Financial measures

represent a minimum

of 75% of the award;

individual strategic or

non-financial objectives

may represent up to 25%

of the award. These might

include Company-wide

priorities tied to ESG,

individual performance

goals and/or other

individual or Company-

wide non-financial

objectives

Mark Read: 0-250%

Joanne Wilson: 0-250%

Andrew Scott: 0-200%

The financial measures for

2025 are headline operating

margin improvement and

revenue less pass-through

costs growth

Non-financial performance

will be measured based on

a scorecard including the

following metrics: strategic

priorities; client; people and

culture; and purpose and

reputation

Deferred shares (Executive Share Award)Cash

Performance period Holding period

125

DIRECTORS’ COMPENSATION POLICY

WPP ANNUAL REPORT 2024

CORPORATE GOVERNANCE

LONG-TERM INCENTIVE PLAN - EXECUTIVE PERFORMANCE SHARE PLAN (EPSP)

Purpose and

link to strategy Operation Opportunity Performance

Implementation

for 2025

To drive the

achievement of

long-term strategic

priorities, to aid

retention and to

align Executive

Director and

shareholder

interests over

the long term

The EPSP comprises a grant of

performance share/nil-cost option

awards which will vest subject to the

achievement of performance conditions.

The Committee has the discretion to

adjust the formulaic outcome of the

award to ensure that vesting reflects

underlying Company performance and

value creation for shareholders

The EPSP has a performance period

of three years, followed by a two-year

holding period of the vested shares

The EPSP is subject to the malus and

clawback policy as may be amended

from time to time

Maximum opportunity:

400% of base salary

Less than the maximum

opportunity may be

applied to Executive

Directors

Dividends will accrue

on awards during the

performance period

Vesting of the EPSP is

subject to the achievement

of stretching performance

targets

Performance measures and

targets are reviewed and

set annually by the

Committee to ensure

continued strategic

alignment. These may be a

mix of market, financial and

non-financial measures

Threshold performance

will produce an award of

20% of the award granted

and increase on a sliding

scale to 100% for maximum

performance achievement

2025 EPSP awards

(% of base salary):

Mark Read: 390%

Joanne Wilson: 300%

Andrew Scott: 300%

Performance measures for

2025 are ROIC, AFCF and

relative TSR

SHAREHOLDING REQUIREMENTS

Purpose and

link to strategy Operation Requirement

Implementation

for 2025

To align the

interests of

Executive Directors

with shareholders

Executive Directors and other members

of the senior management team are

subject to share ownership requirements

which seek to reinforce the WPP

principle of alignment of management’s

interests with those of shareholders

Executive Directors are required to hold

100% of their shareholding requirement,

or their shareholding at the date of

departure, for a period of one year

following cessation of employment,

reducing to 50% for a second year

If an Executive Director fails to achieve

the required level of share ownership,

the Committee will decide what

remedial action or penalty is appropriate.

This may involve a reduction in future

share awards or requiring the Executive

Director to purchase shares in the market

to meet the ownership requirements

If an Executive Director fails to maintain

their shareholding requirement

post-employment, this may result in

a reduction of outstanding awards

Chief Executive Officer: 600% of base salary; Chief

Financial Officer: 300% of base salary. Minimum for any

other new Executive Director appointed to the Board:

200% of base salary

Executive Directors will be permitted a period of seven

years from the date of their appointment to achieve the

required level

Mark Read: 600%

Joanne Wilson: 300%

Andrew Scott: 300%

DIRECTORS’ COMPENSATION POLICY CONTINUED

126 WPP ANNUAL REPORT 2024

CORPORATE GOVERNANCE

ANNUAL REPORT ON COMPENSATION

This section of the report sets out details of

how the Directors’ Compensation Policy was

implemented in 2024.

Payments have been made in accordance

with the current Directors’ Compensation

Policy, approved by shareholders at the 2023

AGM. The information included in this section

has been audited where stated.

GOVERNANCE IN RELATION

TO COMPENSATION

During 2024, there were four scheduled and

two unscheduled Compensation Committee

meetings. A table of Board and Committee

attendance can be found on page 103 and

the detail of key activities discussed is set

out below.

The Committee members have no

personal financial interest (other than as

a shareholder as disclosed on page 138)

in the matters to be decided by the

Committee, potential conflicts of interest

arising from cross-directorships, or day-to-

day involvement in running the Company’s

businesses. The terms of reference for the

Compensation Committee are available on

the Company’s website.

senior management. As the outgoing

external auditor, Deloitte also provided

audit services during 2024 as well as services

related to tax compliance and advisory.

Deloitte was appointed independent advisor

to the Committee following completion

of the final Group audit in respect of 2023

and the transition to our current external

auditors. The Committee is satisfied that

no conflict of interest exists or existed

in the provision of services and that each

respective advisor was objective and

independent. WTW and Deloitte are both

members of the Remuneration Consultants

Group and its Voluntary Code of Conduct

of is designed to ensure objective and

independent advice is given to committees.

Fees, chargeable on a time and material

basis, in respect of advice to the Committee,

by WTW and Deloitte for 2024 were £56,448

and £13,500 respectively. WTW and Deloitte

attended Committee meetings by invitation.

Deloitte does not have any other connection

to WPP or its Directors. The Committee

also receives external legal advice, where

required, to assist it in carrying out its duties.

ADVISORS TO THE COMPENSATION

COMMITTEE

The Committee invites certain individuals

to attend meetings, including the Chief

Executive Officer, Chief Financial Officer, the

Company Secretary, the Chief People Officer

(who are not present when matters relating

to their own compensation or contracts are

discussed and decided) and the Global

Reward Director. The latter two individuals

provide a perspective on information

reviewed by the Committee and are a conduit

for requests for information and analysis from

the Committee’s external advisors.

EXTERNAL ADVISORS

During 2024 the Committee ran a competitive

tender process for the appointment of its

independent advisor. This process involved

the submission of written proposals together

with the interview of shortlisted candidates

by members of the Committee and members

of the Company’s management. This resulted

in the appointment of Deloitte as independent

advisor with effect from November 2024,

succeeding WTW.

WTW and then Deloitte, following its

appointment in November 2024, advised the

Committee during 2024 on all aspects of

remuneration for Executive Directors and

ACTIVITY DURING THE YEAR

The key activities of the Compensation Committee are set out below. In addition to the specific items outlined, the Committee reviews any

compensation matters relating to the Executive Directors and the Executive Committee, as well as all compensation governance matters.

2024 TIMELINE OF KEY EVENTS AND ACTIVITIES

Q1 Q2 Q3 Q4

– Determined performance

outcomes for 2019 and 2021 EPSP

awards, including whether

adjustments would be

appropriate

– Considered 2023 STIP in the

context of performance during

the year

– Set targets for 2024 STIP and EPSP

– Reviewed and approved 2023

Compensation Committee Report

– Reviewed the Executive Directors’

base salaries

– Reviewed and approved

proposed changes to Executive

Committee compensation

– Received an update on Executive

Compensation market practice

and landscape

– Received an update on the wider

workforce providing an overview

of the workforce composition

and compensation of employees

at WPP

– Received a corporate governance

update

– Agreement of fees for

appointment of new Chair of the

Board, prior to appointment as

Chair-designate

– Determined and initiated the

tender process for independent

advisor to the Committee

– Considered submissions for the

independent advisor to the

Committee

– Received a further update on

corporate governance landscape

– Considered performance metrics

for 2025 STIP and EPSP awards

– Reviewed the effectiveness of the

operation of the current Directors’

Compensation Policy

To learn more, see wpp.com/about/corporate-governance

127

CORPORATE GOVERNANCE

WPP ANNUAL REPORT 2024

STATEMENT OF SHAREHOLDER VOTING

The result of the shareholder vote at the Company’s 2024 AGM in respect of the 2023 Compensation Committee Report and at the 2023 AGM

in respect of the Directors’ Compensation Policy is set out below:

Voting outcome for 2023 Compensation Committee Report at the 2024 AGM

Votes for Votes against Votes cast Votes withheld

Resolution Number % Number % Number Number

To approve the

Compensation

Committee Report

789,002,865 92.88 60,497,6 56 7.12 849,500,521 9 0,097, 8 74

Voting outcome for 2023 Directors' Compensation Policy at the 2023 AGM

Votes for Votes against Votes cast Votes withheld

Resolution Number % Number % Number Number

To approve the

Compensation Policy

827,195, 868 91.60 75,887,013 8.40% 903,082,881 185,601

2024 COMPENSATION

The decisions made with respect to 2024 compensation were made in line with the 2023 Directors’ Compensation Policy, approved by

shareholders at the AGM in 2023.

EXECUTIVE DIRECTORS’ TOTAL COMPENSATION RECEIVED (AUDITED)

Single total figure of compensation.

Base

salary

£000

Benefits

£000

Pension

£000

Total

fixed

£000

Short-term incentive

Long-term

incentive

£000

Total

variable

£000

Other

£000

Total annual

compensation

£000

Cash

£000

Deferred

£000

Mark Read 2024 1,140 38 114 1,292 682 455 1,372 2,509 3,801

2023 1,103 40 110 1,253 774 515 1,956 3,245 4,498

Joanne Wilson

2024 750 32 75 857 405 270 318 993 1,850

2023 516 25 52 593 287 191 193 671 359

1,623

Andrew Scott

2024 735 32 73 840 330 220 680 1,230 2,070

2023 229 11 23 263 118 79 1,146 1,343 1,606

Joanne Wilson joined the Company on 19 April 2023. Andrew Scott was appointed an Executive Director on 7 September 2023. For 2023 their base salary, other fixed elements of compensation and

short-term incentive amounts reflect their time in office during that year

Long-term incentives include amounts for the 2022 EPSP awards, together with an EPSP buyout award made to Joanne Wilson, whose performance periods all ended on 31 December 2024

Joanne Wilson received buy-out awards to compensate for the loss of incentive awards at her previous employer. An EPSP granted as part of the buyout awards (with performance conditions the same

as those of the 2022 EPSP awards) which vested in March 2025 shown at an amount of £317,600 is included under 'Long-term incentive' (2023 figures show EPSP buy-out award (with performance

conditions the same as the 2021 EPSP awards) which vested in March 2024 £193,253). 'Other' in 2023 includes £358,830 of restricted stock awards granted in that year to compensate for lost

incentive opportunity

ANNUAL REPORT ON COMPENSATION CONTINUED

128 WPP ANNUAL REPORT 2024

CORPORATE GOVERNANCE

FIXED ELEMENTS OF COMPENSATION (AUDITED)

BASE SALARY

Effective date of salary review

Increase made

Annual base

salary from

1 July 2024

£000

Base salary

received in

2024

£000

Mark Read 1 July 2024 2.7% 1,155,000 1,140

Joanne Wilson 1 July 2024 2.7% 760,000 750

Andrew Scott 1 July 2024 2.8% 745,000 735

The Executive Directors’ base salaries were reviewed in 2024 in line with a salary review which took place throughout the organisation.

When reviewing executive salaries in 2024, the Committee took into consideration the external market in the UK as well as the global

advertising and media sector; performance in role; time since previous review; and budgeted salary increases across the wider workforce

for 2024. The increases agreed by the Committee, outlined in the table above, were in line with the UK annual salary increase budget.

BENEFITS

In addition to the allowance received, the values

disclosed include the gross value of taxable expenses

related directly to attendance at Board meetings.

The expenses for Mark Read, Joanne Wilson and

Andrew Scott were £3,582, £2,402,and £1,552

respectively (2023: Mark Read £5,010; Joanne Wilson

£1,939 and Andrew Scott £1,958).

PENSION

Executive Directors’ pension provisions are aligned

with the wider UK workforce at 10% of base salary.

In 2024 Mark Read and Andrew Scott received their

pension allowance as a cash payment, Joanne Wilson

received hers as a combination of company pension

contribution and cash payment.

2024

Benefits

£000

Mark Read 38

Joanne Wilson 32

Andrew Scott 32

Contractual

pension

(% of base salary)

2024

Pension

£000

Mark Read 10 114

Joanne Wilson 10 75

Andrew Scott 10 73

129

ANNUAL REPORT ON COMPENSATION

WPP ANNUAL REPORT 2024

CORPORATE GOVERNANCE

SHORT-TERM INCENTIVE (AUDITED)

2024 STIP OUTCOME

2024 STIP

Financial

2024 STIP

Individual 2024 STIP Total 2024 STIP Award

Actual

outcome (%)

(out of 75%)

Actual

outcome (%)

(out of 25%)

Actual

outcome (%)

(out of 100%)

Maximum

bonus

(% of base

salary)

Actual

2024 STIP

(% of base

salary)

Total

£000

Cash element

(60%)

£000

Deferred (ESA)

element

(40%)

£000

Mark Read 24.38 15.00 39.38 250 98.45 1,137 682 455

Joanne Wilson 24.38 20.00 44.38 200 88.76 675 405 270

Andrew Scott 24.38 12.50 36.88 200 73.76 550 330 220

Executive Share Awards (ESAs) are made over WPP shares and are expected to be granted in early May 2025. They will vest, subject to continued employment, in March 2027

The 2024 STIP amounts earned by the Executive Directors in respect of performance during 2024 are set out above: 40% of the overall pre-tax

STIP Award is deferred into an Executive Share Award (ESA) over ordinary shares, these vest two years from the date of deferral, subject to

continued employment. The STIP is non-pensionable.

PERFORMANCE AGAINST 2024 FINANCIAL OBJECTIVES (75% OF AWARD)

The financial bonus targets and outcomes for the year are set out in the table below. Performance against all financial objectives is calculated

on a ‘like-for-like’ basis other than headline operating margin, which is calculated on a constant currency basis.

Measure

Weighting

(as portion of

financial element)

Threshold

(0% payable)

Target

(50% payable)

Maximum

(100% payable)

Actual

performance

% of award

achieved

Like-for-like headline operating profit growth

/3 0.0% 4.0% 7.0% 1.0% 3.13%

Headline operating margin improvement

/3 0.0% 0.2% 0.4% 0.34% 21.25%

Like-for-like revenue less pass-through costs growth

/3 0.0% 1.5% 3.0% -1.0% 0.00%

Total achieved (out of 75% maximum) 24.38%

The outcomes shown above are after making immaterial downward adjustments to operating profit and operating margin outcomes for

certain variable client incentive based estimations agreed by the Committee. These adjustments resulted in a reduction in the outcome

of c.6.88pp relative to the performance based on reported headline results. No adjustment was made to the like-for-like revenue less

pass-through costs growth measure as the threshold was not met.

ANNUAL REPORT ON COMPENSATION CONTINUED

130 WPP ANNUAL REPORT 2024

CORPORATE GOVERNANCE

PERFORMANCE AGAINST 2024 INDIVIDUAL STRATEGIC OBJECTIVES (25% OF AWARD)

Non-financial performance is assessed using a scorecard of measures with four categories: client; people and culture; purpose and reputation;

and strategic priorities. The Committee has assessed performance against these targets holistically, and within the context of the wider

business performance, to inform its decision on each Executive Director’s non-financial performance and determined an award of 15.0%

for Mark Read, 20.0% for Joanne Wilson and 12.5% for Andrew Scott out of a maximum of 25%.

MARK READ - NON-FINANCIAL PERFORMANCE

Category Area 2024 performance

Strategic priorities Lead through AI,

data and technology

– Significant progress on the development of WPP Open. Active monthly users increased to 33,000,

which we now measure as a KPI, see page 67

– WPP Open was key in securing several important new business wins and renewals in 2024, for example

Amazon and Unilever

Build world-class

market-leading

brands

– Continued simplification of WPP with six focused powerful agency networks delivering market-leading

solutions for clients collectively accounting for around 92% of revenue less pass-through costs

– The mergers to create VML and Burson and the simplification of GroupM delivered £85 million

of structural cost savings in 2024, ahead of plan, see page 32

Accelerate growth – While like-for-like revenue less pass-through costs fell by 1.0% for the year, revenue less pass-through

costs for our top 25 clients grew 2.0% reflecting the strength of our integrated offer. Improving new

business performance in the second half of the year including wins from Amazon, Johnson & Johnson,

Kimberly-Clark and Unilever

Client Client engagement

delivery and

satisfaction

– Our likelihood to recommend score from clients reached its highest level of 8.1 in 2024 (2023: 8.0).

Our client net promoter score also improved significantly to 31.4 from 27.5 in 2023, see page 26

– Net new business billings for 2024 were flat year-on-year (2023: $4.5 billion) reflecting a challenging

start to 2024 which improved during the year

See pages 24-27 for further detail on clients

People and culture Culture of belonging – Maintained high levels of female representation at the executive and senior management level with

females representing 42%

at the Board and executive level (2023: 41%) and 54% at the senior

manager level (2023: 53%) (see page 43 for further detail)

– Continued to develop initiatives to support a representative and inclusive workforce. Additional details

on the composition of our leadership and our inclusion initiatives are on pages 43 and 44

Employee

engagement

– 79,000 responses received to our All In staff engagement survey for 2024. Our employee net promoter

score remained neutral, while overall engagement was down slightly (see page 44 for further detail)

Purpose and reputation Creative reputation – At the 2024 Cannes Lions festival, WPP was named Creative Company of the Year, and Ogilvy was

Network of the Year and GroupM was the leading media group. A total of 160 Lions (2023: 165) one

Titanium (2023: one), six Grands Prix (2023: five), 27 Gold (2023: 24), 43 Silver (2023: 57) and 83 Bronze

(2023: 78)

Progress on

sustainability targets

– Reduced our total Scope 1 and 2 market-based emissions by 26% from 2023 largely driven by

an increase in electricity purchased from renewable sources as well as improved energy efficiency

in our buildings

See pages 45 and 46 for further detail on our progress against our sustainability goals

Total achieved (out of 25% maximum)

15%

Pro forma for the disposal of FGS Global

In line with the FTSE Women Leaders Review, the independent, business-led framework supported by the UK government. Executive leadership roles are defined as the board and executive leadership

population (see WPP Sustainability Reporting Criteria 2024)

Selected metrics marked with this symbol have been subject to independent limited assurance procedures by PricewaterhouseCoopers LLP (PwC) for the year ended 31 December 2024.

For PwC’s 2024 Limited Assurance Report and the WPP Sustainability Reporting Criteria 2024, see wpp.com/sustainabilityreport2024

131

ANNUAL REPORT ON COMPENSATION

WPP ANNUAL REPORT 2024

CORPORATE GOVERNANCE

ANNUAL REPORT ON COMPENSATION CONTINUED

JOANNE WILSON - NON-FINANCIAL PERFORMANCE

Category Area 2024 performance

Strategic priorities Execute efficiently – Delivered £85 million of structural cost savings in 2024 ahead of plan. On track to deliver the targeted

total savings of £125 million in 2025

– ERP roadmap on track

– Improved year-on-year operating cash conversion to 86% (2023: 73%), see page 66 for further information

– IT cloud migration on track

Page 32 provides further details on our progress in executing efficiently

Client Engagement on

working capital and

cash conversion

– Year-on-year improvement in working capital, reflecting an inflow of £117 million compared with

an outflow of £260 million in the prior year

People and culture Culture of belonging – Continued improvements in building a representative finance community

– Employee engagement maintained across the finance and IT communities

Purpose and reputation Governance and

controls

– On track to report in compliance with Corporate Sustainability Reporting Directive requirements

– Improvements in internal audit process flows

Total achieved (out of 25% maximum) 20%

ANDREW SCOTT - NON-FINANCIAL PERFORMANCE

Category Area 2024 performance

Strategic priorities Build world class

market-leading brands

– Continued progress on strategic priorities through the creation of VML and Burson and simplification

of GroupM and other business combinations and disposals

– Delivered £85 million of structural cost savings in 2024 ahead of plan. On track to deliver the targeted

total savings of £125 million in 2025

– Disposal of FGS Global

Client Client satisfaction – Country leader model continues to be effective with increasing average likelihood to recommend

scores in the majority of country leader markets

People and culture Culture of belonging – Implementation of Inclusion Councils to help build inclusive workspace environments around the world

achieved in 90% of country leader markets

– Fall in participation rates in All In staff engagement survey and employee net promoter scores in a number

of country leader markets

Purpose and reputation Creative reputation – Cross-agency Creative Councils implemented at target level in 75% of country leader markets to drive

focus on creative excellence

Progress on

sustainability targets

– Sustainability training and capability increased in country leader markets through the network

of campus green teams and launch of the Sustainability Academy

Total achieved (out of 25% maximum)

12.5%

2023 ESAs GRANTED IN 2024 (AUDITED)

The deferred ESA element of the 2023 STIP (which was earned in respect of the 2023 financial year) was granted over ordinary shares

in May 2024. The awards are subject to no further performance conditions, other than continued employment, and are expected to vest

in March 2026.

Number of

shares awarded

Face value at date of grant

1,2

£000

Mark Read 63,469 515

Joanne Wilson 23,519 191

Andrew Scott 29,460 239

Face value is calculated based on the closing share price on the day preceding the date of award

The awards were granted on 7 May 2024; the share price immediately preceding the date of award was £8.126

As reported in 2023, Andrew Scott’s ESA award (£239k) is in respect of the 2023 STIP which was earned partly in respect of his services as a Director (£79k) and partly as a member of ExCo (£160k)

132 WPP ANNUAL REPORT 2024

CORPORATE GOVERNANCE

SHORT-TERM INCENTIVE WEIGHTINGS AND MEASURES FOR 2025

The Committee reviewed the performance objectives for 2025 to ensure continued alignment with Company strategy. The Group financial

measures, in line with the Policy, will continue to have a 75% weighting. To increase the focus on our strategic goal of driving profitable

growth, two financial metrics, headline operating margin improvement and revenue less pass-through costs growth will be used with equal

weighting given to each. Non-financial performance (25% weighting) continues to be measured based on a scorecard including the following

metrics: client – relating to new business and client satisfaction; people and culture – this will include delivery of our people strategy; purpose

and reputation – aligned to the Company’s sustainability strategy, the management of governance and controls as well as industry

achievements and awards; and strategic priorities – aligned to our strategy, Innovating to Lead.

The Committee is of the view that the specific targets for the STIP are commercially sensitive, and it would be detrimental to the Company

to disclose them in advance of, or during, the relevant performance period. To the extent targets are no longer commercially sensitive, they

will be disclosed at the end of the relevant performance period in that year’s Annual Report, as has been done in previous years.

LONG-TERM INCENTIVES (AUDITED)

VESTING OF 2022-2024 EPSP AWARD

Vesting of the 2022 EPSP award was dependent on performance against three measures, all assessed over a three-year period:

– Average ROIC

– Cumulative AFCF

– WPP’s relative TSR, measured in common and local currency, against a custom group of WPP’s comparators (Dentsu, Interpublic, Omnicom,

Publicis and the FTSE 100 index). Each comparator carries an equal weighting

The performance against ROIC and AFCF was between threshold and maximum for the performance period, resulting in 70.8% vesting for

the ROIC element and 75.5% vesting for the AFCF element of the award. The relative TSR was below threshold on both a local and common

currency basis for the performance period resulting in zero vesting for the TSR element and a total formulaic vesting of 48.8% for the award.

Performance measure Weighting

Threshold

(20% vesting)

Maximum

(100% vesting) Actual

% of maximum

achieved

ROIC

16.5% 18.5% 17. 8% 70.8%

AFCF

£2,300m £3,100m £2,855m 75.5%

Relative TSR (common currency)

Median Upper decile

Below

threshold

0.00%

Relative TSR (local currency)

Below

threshold

Total vesting (% of maximum) 48.8%

Number of

shares awarded

Number of

shares awarded

vesting

Additional

shares in respect

of dividend

accrual

Total number of

shares vesting

Share price on

vesting

Value of

vested shares

£000

Mark Read 384,746 187, 75 6 28,595 216,351 £6.340 1,372

Andrew Scott

190,665 93,044 14,170 107,21 4  £6.340 680

None of the value vested is attributable to share price appreciation

Andrew Scott’s 2022 EPSP Award was granted prior to his appointment to the Board

The buy-out EPSP award granted to Joanne Wilson in connection with her recruitment which had performance conditions aligned to the 2022

EPSP award is also due to vest to the same extent as those awards. Page 158 of the 2023 Annual Report provides full details of Joanne Wilson’s

buy-out awards.

Number of

shares awarded

Number of

shares awarded

vesting

Additional

shares in respect

of dividend

accrual

Total number of

shares vesting

Share price on

vesting

Value of

vested shares

£000

Joanne Wilson 92,041 44,916 4,709 49,625 £6.400 318

None of the value vested is attributable to share price appreciation

133

ANNUAL REPORT ON COMPENSATION

WPP ANNUAL REPORT 2024

CORPORATE GOVERNANCE

ANNUAL REPORT ON COMPENSATION CONTINUED

GRANTING OF 2024-2026 EPSP AWARDS

In 2024, the Executive Directors were granted awards under the EPSP as approved by shareholders in 2020. Each year prior to the grant of the

EPSP awards the Committee carefully considers the performance metrics and targets to be used. The Committee concluded that for the 2024

EPSP awards ROIC, AFCF and relative TSR continued to be appropriate metrics and well aligned to strategy. The targets for each of the

metrics for the 2024 EPSP awards were set based on detailed medium-term financial plans and robust modelling, with reference to analyst

consensus estimates.

Definition of measure

ROIC

(Return on invested capital)

An average of the year-end ROIC for each of the three years in the performance period calculated as:

Headline operating profit/Invested capital

Where invested capital =

(Opening net assets + closing net assets)/2

+ average net debt

+ average lease liabilities (opening lease liabilities + closing lease liabilities)/2

AFCF

(Adjusted free cash flow)

A cumulative AFCF for each of the three years in the performance period. Adjusted free cash flow is

calculated as cash generated by operations plus dividends received from associates, interest received,

investment income received, and proceeds from the issue of shares, less interest and similar charges paid,

dividends paid to non-controlling interests in subsidiary undertakings, repayment of lease liabilities

(including interest), and purchases of property, plant and equipment and purchases of other intangible

assets over the course of the performance period.

Relative TSR

(Total shareholder return)

TSR performance will be calculated, both on a common and local currency basis, by reference to two peer

groups each carrying equal weighting, as illustrated below:

Sector peer group 50% weighting Dentsu, IPG, Omnicom, Publicis

(all peers equally weighted)

FTSE 100 peer group 50% weighting Constituents of the FTSE 100 at the start of the

performance period, excluding financial services,

natural resources and utilities

The table below summarises the awards granted and the performance conditions against which participants will be measured.

Awards granted in 2024

Basis and level of award

(% of salary)

Number of

shares awarded

Face value at date of grant

2,3

£000

Mark Read 390 617, 709 4,387

Joanne Wilson 300 312,588 2,220

Andrew Scott 300 306,251 2,175

The awards are granted in the form of nil cost options which are exercisable for the period of three months from the date of vesting

Face value is calculated based on the five-day average share price preceding the date of award

The awards were granted on 12 March 2024; the five-day average share price preceding the date of award was £7.102

Performance measure ROIC AFCF Relative TSR

Weight One-third One-third One-third

Nature Average Cumulative Relative to peers

Performance zone (threshold to maximum) 17.5%-20.0% £3,500m-£4,500m Median to upper decile

Payout For performance below threshold there is nil vesting. 20% vesting occurs at threshold performance

and increases on a sliding scale basis to 100% vesting at maximum

Performance period 1 January 2024 to 31 December 2026

Holding period 1 January 2027 to 31 December 2028

EPSP MEASURES AND TARGETS FOR 2025

The table below shows the measures and targets against which performance will be assessed for the awards granted in 2025. The metrics

and targets for the 2025 EPSP awards were agreed by the Committee prior to grant and were set following a robust target setting process

involving consideration of our detailed medium-term financial plans, financial modelling and reference to analyst consensus estimates.

The Committee considers the measures and targets set to be appropriate and challenging given the wider business context.

Performance measure ROIC AFCF Relative TSR

Weight One-third One-third One-third

Nature Final year Cumulative Relative to peers

Performance zone (threshold to maximum) 16.75%-19.25% £3,000m-£4,000m Median to upper decile

Payout For performance below threshold there is nil vesting. 20% vesting occurs at threshold performance

and increases on a sliding scale basis to 100% vesting at maximum

Performance period 1 January 2025 to 31 December 2027

Holding period 1 January 2028 to 31 December 2029

134 WPP ANNUAL REPORT 2024

CORPORATE GOVERNANCE

ALIGNING PAY AND PERFORMANCE

As set out in the Directors’ Compensation Policy, the Committee’s objective is to align variable compensation with the key strategic priorities

of WPP, maximising the link between pay and performance.

The following graph and table demonstrate the relationship between pay and performance over the last ten years for the CEO. The graph

shows WPP’s performance against the performance of the FTSE 100 over the ten-year period to 31 December 2024. TSR is rebased to £100

from 1 January 2015 to show the value of a hypothetical £100 holding. The FTSE 100 has been chosen as a comparator as the Company has

been a constituent member throughout the period. With respect to 2018, the pay for both the current and previous CEO is included separately.

HISTORICAL TSR PERFORMANCE

2019

20212018

£185

WPP

FTSE 100

2017201620152014

2020 2022 2023

100

120

140

160

180

(£)

£95

2024

Source: Datastream

2015 2016 2017

2018

MSS

2018

2019 2020 2021 2022 2023 2024

CEO total compensation (£000)

70,409 48,148 13,930 3,085 965 2,594 1,136 3,799 6,682 4,498 3,801

Short-term incentive award

against maximum (%) 86 60 0 0 30 55 0 100 89 46 39

Long-term incentive award

against maximum (%) 100 100 73 33 33 15 5 0

2018: 0

2020: 67

2019: 0

2021: 67



49

Growth in the value of a hypothetical £100 holding over ten years versus the FTSE 100 (the broad market equity index of which WPP is a constituent) based on one-month average of trading day values

Calculated based on the methodology used for disclosing compensation in the single figure of compensation table

Sir Martin Sorrell (MSS) left the Company on 14 April 2018; Mark Read (MR) was appointed as Chief Executive Officer from 3 September 2018

135

ANNUAL REPORT ON COMPENSATION

WPP ANNUAL REPORT 2024

CORPORATE GOVERNANCE

NON-EXECUTIVE DIRECTORS’ FEES

Non-Executive Directors' fees are reviewed annually by the Chair and Executive Directors to ensure the fees remain market-competitive

and reflect the responsibilities and time commitment of the role. Following the review in 2024, the base fee was increased to £90,000 and

membership fees for the Sustainability, and Nomination and Governance Committees were increased to £15,000 with effect from 1 July 2024.

No other changes were made. The fees which have applied during 2024 and those effective on 1 January 2025 are shown in the table below.

The fee for Chair of the Board is set by the Compensation Committee and was reviewed during 2024 in connection with the appointment

of the Chair-designate, Philip Jansen.

Roberto Quarta’s annual fee remained unchanged at £525,000 until his retirement on 31 December 2024. Following Roberto’s retirement,

Philip Jansen assumed the position of Chair on 1 January 2025. Philip's annual fee is £575,000.

Effective date

1 January

2025

1 July

2024

1 January

2024

£000 £000 £000

Chair of the Board 575 525 525

Non-Executive Director 90 90 85

Senior Independent Director 40 40 40

Chair of Audit or Compensation or Sustainability Committee 40 40 40

Chair of Nomination and Governance Committee

15 15 15

Member of Audit or Compensation Committee 20 20 20

Member of Nomination and Governance or Sustainability Committee 15 15 10

The Nomination and Governance Committee was chaired by Roberto Quarta to 31 December 2024, and from 1 January 2025 is chaired by Philip Jansen, as part of their roles as Chair. No additional fees

are paid

NON-EXECUTIVE DIRECTORS’ TOTAL COMPENSATION RECEIVED (AUDITED)

The single figure table below details the value of fees and taxable benefits received by the Non-Executive Directors during 2024 while they

held a position on the Board.

Fees

£000

Benefits

£000

Total

£000

2024 2023 2024 2023 2024 2023

Philip Jansen, appointed 16 September 2024

37 n/a 1 n/a 38 n/a

Roberto Quarta

525 525 28 45 553 570

Angela Ahrendts

153 130 39 17 192 147

Simon Dingemans 108 105 4 8 112 113

Sandrine Dufour 148 145 7 3 155 148

Tom Ilube 140 135 6 14 146 149

Cindy Rose

120 119 9 9 129 128

Keith Weed 128 125 10 21 138 146

Jasmine Whitbread 140 135 12 20 152 155

Dr. Ya-Qin Zhang 100 95 9 5 109 100

Philip Jansen was appointed to the Board on 16 September 2024 and assumed the role of Chair on 1 January 2025 following Roberto Quarta’s retirement

Roberto Quarta retired from the Board on 31 December 2024

Angela Ahrendts was appointed Senior Independent Director on 17 May 2023

Cindy Rose stepped down as a member of the Compensation Committee on 17 May 2023 and became a member of the Nomination and Governance Committee on the same date

Benefits include expense reimbursements for travel, accommodation and subsistence for attendance at Board meetings during the year and include the grossed-up cost of UK tax and national insurance

paid by the Company on behalf of the Directors where applicable

PAYMENTS TO PAST DIRECTORS (AUDITED)

No payments were made to past directors during the financial year.

PAYMENTS FOR LOSS OF OFFICE (AUDITED)

No payments were made to directors in connection with loss of office in the financial year.

ANNUAL REPORT ON COMPENSATION CONTINUED

136 WPP ANNUAL REPORT 2024

CORPORATE GOVERNANCE

EXECUTIVE DIRECTORS’ INTERESTS (AUDITED) AND SHAREHOLDING REQUIREMENTS

Executive Directors’ interests in the Company’s ordinary share capital are shown in the following table. Other than as disclosed in this table,

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 Employee Share Ownership Plan Trusts (ESOPs).

More specifically, the Executive Directors have potential interests in shares related to the outstanding awards under the EPSP and outstanding

ESAs. As at 31 December 2024, the Company’s ESOPs (which are entirely independent of the Company and have waived their rights to receive

dividends) held in total 39,769 shares in the Company (490,646 at 31 December 2023).

Shareholding requirements

Director

Total

beneficial

interest

Shares without

performance

conditions

(unvested)

Share/option

awards with

performance

conditions

(unvested)

Total

unvested

Shareholding

requirement as

a % of base

salary

Actual share

ownership as a

% of base salary

Commentary on

progress

Mark Read At 31 December 2024 949,752 169,733 1,453,083 1,622,816

600% 697% Met

At 21 March 2025

4,5

1,126,328 63,469 1,782,769 1,846,238

Joanne Wilson At 31 December 2024 28,648 42,059 645,274 687,333

300% 32%

To be met

by 2030

At 21 March 2025

4,5

54,902 42,059 914,850 956,909

Andrew Scott At 31 December 2024 849,765 75,267 721,255 796,522

300% 966% Met

At 21 March 2025

4,5

933,262 29,460 885,070 914,530

Beneficial interests in shares include, where relevant, interests of connected persons (as defined in s.96B(2) of the Financial Services and Markets Act 2000)

For Mark Read and Andrew Scott, these relate to the 2022 and 2023 Executive Share Awards under the deferred element of the STIP. For Joanne Wilson, these include the 2023 Executive Share Awards

together with an unvested buy-out award made in the form of a Restricted Stock award. Additional dividend shares will be due on vesting

These relate to the maximum number of shares due on vesting pursuant to outstanding EPSP awards and buy-out awards with performance conditions. All EPSP awards currently held by the Directors

have been made in the form of nil cost options which are exercisable for the period of three months following the date of vesting. No vested but unexercised nil cost option EPSP awards were held

by the Executive Directors at 31 December 2024 or 21 March 2025. Joanne Wilson’s total at 31 December 2024 also includes an unvested buy-out award with performance conditions made in the form

of a conditional award of restricted shares. In all cases additional dividend shares will be due on vesting.

In the year Mark Read exercised nil cost options over 276,920 shares, resulting in a gain of £1,955,858 and Andrew Scott exercised nil cost options over 162,304 shares resulting in a gain of £1,146,336.

These were both in respect of the 2021 EPSP which vested on 14 March 2024 and was reported in the 2023 Annual Report. The aggregate gain on exercise by the Directors was £3,102,194.

Movements to 21 March 2025 reflect the grant of the 2025 EPSP awards, vesting and exercise of the 2022 EPSP awards (see page 133) and vesting of the 2022 ESAs For Joanne Wilson, the buy-out award

which vested in March 2025 is also reflected

Total beneficial interests calculated at the last practicable date for this Annual Report

Actual share ownership as a % of base salary is calculated at 31 December 2024 using the average share price over the two months prior to 31 December 2024

As detailed in the Directors’ Compensation Policy, the Executive Directors are required to achieve a minimum level of shareholding of WPP

shares. The CEO is required to hold shares to the value of 600%, and the CFO and COO 300%, of base salary. All Executive Directors have

seven years from the date they were appointed to their respective roles in which to reach the required level.

As at 31 December 2024, the CEO held shares to the value of 697% of his base salary. At the same date, the CFO held shares to the value of

32% of her base salary; and the COO held shares to the value of 966% of his base salary. This was calculated based on the average share price

for the last two months of the year. The CFO joined WPP in April 2023 and no EPSP awards had vested at 31 December 2024. The COO joined

WPP in 1999 and has built up his holding of WPP shares over his career.

137

ANNUAL REPORT ON COMPENSATION

WPP ANNUAL REPORT 2024

CORPORATE GOVERNANCE

OUTSTANDING SHARE-BASED AWARDS

The table below shows outstanding share-based awards as at 31 December 2024. ESAs (Executive Share Awards) are granted as conditional

awards under the WPP Stock Plan 2018. This is the share component of the annual short-term incentive plan and granted subject to the

achievement of performance measures prior to grant. EPSP awards (granted under the Executive Performance Share Plan) are subject to

performance measures over the period stated below and are made in the form of nil cost options with an exercise period of three months

from the vesting date. Dividend shares will accrue on these awards. At 31 December 2024 Joanne Wilson still held two unvested buy-out

awards which were made to compensate for the forfeiture of incentive awards from her previous employer (see page 158 of the 2023 Annual

Report for further details).

Award type Grant date Performance period

Share price on

grant date

No. of shares

granted Vesting date

Mark Read

ESA

04.05.23 n/a £9.014 106,264 10.03.2025

07.05.24 n/a £8.126 63,469 10.03.2026

EPSP

25.03.22 01.01.22–31.12.24 £10.542 384,746 15.03.2025

23.03.23 01.01.23–31.12.25 £9.3608 450,628 15.03.2026

12.03.24 01.01.24–31.12.26 £ 7.102 617, 709 15.03.2027

Joanne Wilson ESA 07.05.24 n/a £8.126 23,519 10.03.2026

EPSP 04.05.23 01.01.23–31.12.25 £9.2252 240,645 15.03.2026

12.03.24 01.01.24–31.12.26 £ 7.102 312,588 15.03.2027

Contractual awards

07.1 2 .23 n/a £7.272 18,540 02.12.2025

04.05.23 01.01.22–31.12.24 £9.2252 92,041 10.03.2025

Andrew Scott

ESA 04.05.23 n/a £9.014 45,807 10.03.2025

07.05.24 n/a £8.126 29,4 60 10.03.2026

EPSP

25.03.22 01.01.22–31.12.24 £10.542 190,665 15.03.2025

23.03.23 01.01.23–31.12.25 £9.3608 224,339 15.03.2026

12.03.24 01.01.24–31.12.26 £ 7.102 306,251 15.03.2027

For contractual awards with no performance conditions, the share price on date of grant is the closing share price on the immediately preceding dealing day (consistent with that used for ESA awards).

For contractual awards with performance conditions, the share price at the date of grant is the average closing price for the five immediately preceding dealing days, consistent with that used for

EPSP awards

Andrew Scott’s outstanding 2022 ESA (granted 4 May 2023) and 2022 and 2023 EPSP awards were granted prior to his appointment as an Executive Director and as such are subject to the terms and

conditions in place at that time

NON-EXECUTIVE DIRECTORS’ INTERESTS (AUDITED)

Non-Executive Directors’ interests in the Company’s ordinary share capital are shown in the following table. Except as disclosed in this table,

no Non-Executive Director had any interest in any contract of significance with the Group during the year.

Non-Executive Director

Total interests at

31 December 2024

Total interests at

21 March 2025

Philip Jansen, appointed 16 September 2024 – –

Roberto Quarta, retired 31 December 2024 87,50 0 n/a

Angela Ahrendts 12,571 12,571

Simon Dingemans 10,000 10,000

Sandrine Dufour 15,000 15,000

Tom Ilube 8,335 8,335

Cindy Rose 8,000 8,000

Keith Weed 8,424 8,424

Jasmine Whitbread 8,735 8,735

Dr. Ya-Qin Zhang 10,000 10,000

Or at date of retirement if retired during the year

Total interests calculated at the last practicable date for this Annual Report or at date of retirement

COMPENSATION IN THE WIDER CONTEXT

When setting the Directors’ Compensation Policy and making decisions in relation to executive compensation, the Compensation Committee

considers the wider workforce and the broader compensation context.

The Committee is also regularly updated on employee compensation matters for the broader workforce and uses this to inform decisions

it makes in relation to Executive Director and Executive Committee compensation. In addition, these updates highlight specific factors

impacting a particular country or region, including, for example, increased inflation, and the resulting actions taken. This may include making

more funds available for annual salary review budgets in areas of high inflation, and a focus on the importance of wider programmes

to support our people in areas such as financial education and mental wellbeing.

ANNUAL REPORT ON COMPENSATION CONTINUED

138 WPP ANNUAL REPORT 2024

CORPORATE GOVERNANCE

The table below illustrates how our compensation principles cascade through the organisation.

FIXED

Element of reward Executive Directors Executive Committee

Senior management

& key leaders Other employees

Number of people 3 c.14 c.1,100 c.110,000

Base salary WPP aims to provide market-competitive base salaries throughout the organisation which help support the recruitment

and retention of individual employees. Salaries are generally reviewed annually

Benefits Market-competitive levels of benefits are provided to employees typically including health and wellness programmes and life

assurance. The benefits offering within countries continues to be harmonised across WPP. Benefits vary country to country

and are informed by local market practice and requirements

Pension WPP operates globally and provides the opportunity to save for retirement where feasible and market appropriate

VARIABLE - SHORT-TERM INCENTIVE PLAN (STIP)

Element of reward Executive Directors Executive Committee

Senior management

& key leaders Other employees

Number of people 3 c.14 c.1,100 c.110,000

Short-term incentive

plan (STIP)

(Annual Group-wide

incentive plan designed

to reward performance

over the financial year)

The STIP arrangements in which the Executive Directors participate cascade through the organisation as set out below.

It is designed to be market-competitive and incentivise participants over the short term

All STIP awards are subject to target and maximum amounts (generally as percentages of base salary). Amounts awarded

are discretionary and based on performance in the financial year

Based on corporate and individual performance over the one-year performance period (financial year).

The Executive Directors’ STIP

outcomes for a financial year

are dependent on the

achievement of:

– WPP financial performance

conditions (75%); and

– Non-financial individual

strategic objectives (25%)

– 40% of any STIP award is

automatically deferred into

an ESA for two years

Executive Committee

members share the same

WPP financial performance

conditions as the Executive

Directors as well as

non-financial individual

objectives

Individual agency financial

metrics are included where

appropriate

As for Executive Directors,

a proportion of the STIP

award (typically 40%) is

automatically deferred into

an ESA for two years

Most individuals at these

levels are eligible to

participate in the STIP.

Different financial metrics

may apply which may be

tailored to agency or

function. The overall level

of award against target is

typically more weighted

towards individual

performance and

contribution

At the most senior levels, a

proportion of the total STIP

award (typically 40%) will be

automatically deferred into

an ESA for two years

Other employees may be eligible

to participate in the STIP; this is

generally dependent on their

position and level and market

practice. The overall level of

award against target is generally

based on individual performance

and contribution during the

financial year

STIP awards made at this level

are delivered in cash.

Employees in the wider

workforce not eligible for the

STIP may participate in other

discretionary, local cash-based

bonus arrangements

139

ANNUAL REPORT ON COMPENSATION

WPP ANNUAL REPORT 2024

CORPORATE GOVERNANCE

VARIABLE - LONG-TERM INCENTIVE PLANS

Element of reward Executive Directors Executive Committee

Senior management

& key leaders Other employees

Number of people 3 c.14 c.1,100 c.110,000

Executive Performance

Share Plan (EPSP)

(A performance-related

share plan where

awards are typically

made annually and

vest subject to

performance and

employment three

years later)

The EPSP in which the Executive Directors participate cascades through the organisation as set out below and is designed to

attract, retain and incentivise key senior executives over the longer term and align their interests with shareholders. A total of c.80

individuals received EPSP awards in 2024. The corporate performance conditions, performance period and performance targets

are consistent for all participants in the EPSP. Levels of award are discretionary and based on role responsibilities

Level of vesting based on actual corporate performance against targets at the end of the three-year performance period.

Eligible for EPSP. For

Executive Directors, a

further two-year holding

period applies after the

vesting date

Eligible for EPSP Certain senior management

and key leaders are eligible

for EPSP. Typically, such

employees are not eligible to

participate in any other

discretionary share plans

operated by WPP

Not eligible

Leadership Award Plan

(A conditional share

plan where awards vest

subject to continued

employment three

years following grant)

To attract and retain key executives over the longer term and align their interests with shareholders. Leadership Awards are made

as set out below. During 2024 awards were made to c.1,800 executives. Levels of award are based on role responsibilities and are

discretionary. Leadership awards are granted under the WPP Stock Plan 2018 (WSP); the WSP is also used to grant the deferred

share element (ESA) of the STIP (see above), and on-hire and buy-out awards.

Ineligible Ineligible Certain senior management

and key leaders may be

eligible to receive Leadership

Awards under this plan if they

are not eligible for EPSP

Certain key employees within the

wider workforce are also eligible

to receive Leadership Awards

WPP Share Option Plan

(A market-value share

option plan where

options may be

exercised three

years after grant

subject to continued

employment)

To provide all employees not eligible for EPSP or Leadership Awards with a risk-free opportunity to share in the success of WPP

Options are granted under the WPP Share Option Plan 2015

Ineligible Ineligible Ineligible Most employees not eligible to

receive EPSP or Leadership Awards

are eligible for option grants.

Grants are made to all eligible

employees; typically around

50,000 employees annually

receive an option grant. Individual

awards are over 100 or 125 shares

dependent on location. During

2024, options were granted to

c.54,000 employees

RELATIVE IMPORTANCE OF SPEND ON PAY

The following table sets out the percentage change in total staff costs, headcount and dividends, share repurchases and buybacks.

2024 2023 % change

Total staff costs (continuing operations) £7,761m £8,137m (4.6)

Headcount – average over year 111,281 114,732 (3.0)

Equity dividends paid £425m £423m 0.4

Shares purchased by ESOP trusts £82m £54m 51.9

ANNUAL REPORT ON COMPENSATION CONTINUED

140 WPP ANNUAL REPORT 2024

CORPORATE GOVERNANCE

ANNUAL PERCENTAGE CHANGE IN COMPENSATION OF DIRECTORS AND EMPLOYEES

The table below shows the annual change in each individual Director’s pay for 2024 compared to 2023. Since WPP plc, the statutory entity

for which this disclosure is required, does not have any employees, the table includes a voluntary disclosure of the annual average change

for employees of the UK head office.

Mark Read, Joanne Wilson and Andrew Scott received salary increases of between 2.7% and 2.8%, effective from 1 July 2024 (see page 129

for further detail).

Directors' benefits include the gross value of taxable expenses that directly relate to attendance at Board meetings, some of which are held

in WPP key locations outside the UK. Variations in the locations of Board meetings year-to-year can lead to changes in Directors' benefit

amounts. For most Non-Executive Directors, the absolute amounts of benefits provided are relatively modest and small changes in amounts

year-to-year can lead to significant percentage change movements (see page 136 for further detail).

Year-on-year change in pay

2023-2024

2022-2023

2021-2022 2020-2021 2019-2020

Base

salary/

Fees

change

Benefits

change

Annual

bonus

% change

Base

salary/

Fees

change

Benefits

change

Annual

bonus

% change

Base

salary/

Fees

change

Benefits

change

Annual

bonus

% change

Base

salary/

Fees

change

Benefits

change

Annual

bonus

% change

Base

salary/

Fees

change

Benefits

change

Annual

bonus

% change

Executive

Directors

Mark Read

3.4 (5.0) (11.8) 4.0 11.1 (46.2) 4.7 (2.9) ( 7.9) 11.3 4.0 – (6.7) 0.0 (100)

Joanne

Wilson

45.3 28.0 41.2 n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a

Andrew

Scott

221.0 190.0 179.2 n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a

Non-

Executive

Directors

Philip

Jansen

n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a

Roberto

Quarta 0.0 (3 7. 8)

Non-

Executive

Directors

do not

receive

variable

compen-

sation

0.0 40.6

Non-

Executive

Directors

do not

receive

variable

compen-

sation

0.0 (3.0)

Non-

Executive

Directors

do not

receive

variable

compen-

sation

7.1 19.6

Non-

Executive

Directors

do not

receive

variable

compen-

sation

(2.0) (51.9)

Non-

Executive

Directors

do not

receive

variable

compen-

sation

Angela

Ahrendts

17. 7 129.4 26.2 (59.5) 8.4 4,100.0 131.2 n/a n/a n/a

Simon

Dingemans

2.9 (50.0) 8.2 33.3 n/a n/a n/a n/a n/a n/a

Sandrine

Dufour

2.1 133.3 3.6 (50.0) 12.0 – 40.1 (48.4) n/a n/a

Tom Ilube

3.7 (57.1) 0.0 100.0 1.5 40.0 554.5 429.6 n/a n/a

Cindy Rose 0.8 0.0 (4.8) 80.0 1.6 (16.7) 25.6 21.5 24.1 113.8

Keith Weed 2.4 (52.4) 0.0 200.0 9.6 (12.5) 22.2 40.2 4 47.1 820.9

Jasmine

Whitbread 3.7 (40.0)

0.0 300.0

0.0 (16.7) 14.5 21.6 218.9 1,318.1

Dr. Ya-Qin

Zhang

5.3 80.0 2.1 (75.0) 9.4 – n/a n/a n/a n/a

Average UK

head office

employees

3.32% 0.0% (18.66%) 4.0% 0.0% (21.8%) 6.0% 0.0% 316.3% 2.5% 0.0% (49.5)% 1.2% 0.0% 23.6%

The annual percentage change in bonus is calculated by reference to the bonus payable in respect of that financial year compared to the immediately preceding financial year for Executive Directors,

and by reference to cash bonus payments received during that financial year in comparison to those received in the immediately preceding financial year for the UK head office employees.

Non-Executive Directors do not receive variable compensation

As the Executives did not receive a bonus in respect of the financial year ended 31 December 2020, it is not possible to calculate a percentage change between 2020 and 2021

In 2024 Mark Read received an annual salary increase of 2.7%, and in both 2023 and 2022 a 4% annual increase. He took a voluntary 20% salary reduction for a period of four months in 2020 as part

of cost-reduction targets implemented during Covid-19; this, together with a salary increase after three years, explains the changes shown between 2020 and 2021.

Joanne Wilson and Andrew Scott were appointed to the Board on 19 April 2023 and 7 September 2023 respectively. The % changes from 2023 to 2024 appear high as a full financial year (2024)

is compared with a base year (2023) in which they were in office for part of the year only

Angela Ahrendts, Sandrine Dufour, Tom Ilube, Dr. Ya-Qin Zhang, Simon Dingemans and Philip Jansen were appointed to the Board on 1 July 2020, 3 February 2020, 5 October 2020, 1 January 2021,

31 January 2022 and 16 September 2024 respectively

Based on full-time equivalent comparisons. Average is calculated by reference to the median percentage change. Due to the timing of annual bonus payments, the change in average employee annual

bonus of -18.66% reflects the change between the bonus paid in respect of 2023 performance (paid in 2024) and 2022 performance (paid in 2023) and is therefore not directly comparable to Executive

Director bonus awards made in respect of 2024 performance (paid in 2025) and 2023 performance (paid in 2024)

141

ANNUAL REPORT ON COMPENSATION

WPP ANNUAL REPORT 2024

CORPORATE GOVERNANCE

CEO PAY RATIO

The ratios shown in the table below compare the total compensation of the CEO (as shown in the single figure table on page 128) to the

compensation of the median UK employee and those at the lower and upper quartile.

Year

Methodology used 25th percentile pay ratio 50th percentile pay ratio 75th percentile pay ratio

2024 Total compensation Option B 93:1 53:1 36:1

2023 Total compensation Option B 108:1 70:1 49:1

2022 Total compensation Option B 154:1 118:1 81:1

2021 Total compensation Option B 101:1 79:1 55:1

2020 Total compensation Option B 36:1 24:1 15:1

2019 Total compensation Option B 79:1 55:1 34:1

The pay ratio reflects how the structure and approach to compensation changes with increased seniority and accountability within the Group

and is therefore consistent with reward and progression policies. The CEO’s pay is significantly weighted towards performance-related pay

with a focus on aligning with long-term performance and the interests of shareholders. Movements in the pay ratio year-on-year reflect WPP’s

pay-for-performance philosophy and are linked to the overall performance of the Company. At the 25th, 50th and 75th percentile employee

level, variable compensation carries a much smaller weighting.

The salary and total pay and benefits for the 25th, 50th and 75th percentile employees are shown in the table below:

Year

Methodology used 25th percentile 50th percentile 75th percentile

2024

Salary Option B £34,667 £60,667 £91,186

Total pay and benefits Option B £40,831 £71,587 £105,638

2023

Salary Option B £39,233 £58,053 £82,667

Total pay and benefits Option B £41,587 £64,234 £92,627

2022

Salary Option B £39,292 £51,985 £74,250

Total pay and benefits Option B £43,417 £56,460 £82,551

2021

Salary Option B £32,067 £44,250 £61,500

Total pay and benefits Option B £37,606 £48,293 £68,583

2020

Salary Option B £30,000 £45,000 £71,000

Total pay and benefits Option B £31,800 £46,800 £73,840

2019

Salary Option B £31,000 £44,739 £70,000

Total pay and benefits Option B £32,636 £46,975 £7 7,416

The methodology used to identify the employees at each quartile is Option B (using the gender pay gap information to identify three

employees as the best equivalents of the 25th, 50th and 75th percentile employees). This is consistent with the approach in previous years

and is considered the most appropriate method to use to determine the CEO pay ratio. We believe this approach provides accurate

information and representation of the ratios. The latest data collected as part of gender pay reporting was used, with a snapshot date

of 5 April 2024. The ratio has been computed taking into account the pay and benefits of over 11,500 UK employees, other than the role

of the CEO. Where an employee works part-time, fixed pay, benefits and any variable pay were adjusted, where appropriate, to reflect

full-time equivalent compensation. The 25th, 50th and 75th percentile employees were determined based on this adjusted data and are

considered to be representative. Total pay and benefits for the 2024 financial year (12 months to 31 December 2024) for each of the 25th,

50th and 75th percentile employees was then calculated as at 31 December 2024 using the single-figure table methodology in order to

provide a meaningful comparison with the CEO. We are satisfied that the median pay ratio is consistent with the compensation policies

for our UK workforce taken as a whole and our objective of delivering market-competitive pay for each role.

SHARE INCENTIVE DILUTION FOR 2015 TO 2024

The share incentive dilution level, measured on a ten-year rolling basis, was at 4.1% at 31 December 2024 (2023: 3.6%). 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.

Jasmine Whitbread

Chair of the Compensation Committee

on behalf of the Board of Directors of WPP plc

28 March 2025

ANNUAL REPORT ON COMPENSATION CONTINUED

142 WPP ANNUAL REPORT 2024

CORPORATE GOVERNANCE

STATEMENT OF DIRECTORS’

RESPONSIBILITIES

STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RESPECT

OF THE PREPARATION OF FINANCIAL STATEMENTS

The Directors are responsible for preparing the financial statements

in accordance with applicable law and regulations. The Directors

have elected to prepare financial statements for the Group in

accordance with International Financial Reporting Standards

(IFRS) as issued by the International Accounting Standards Board

(IASB) as they apply to the financial statements of the Group for the

year ended 31 December 2024. Under company law the Directors

must not approve the accounts unless they are satisfied that they

give a true and fair view of the state of affairs of the Company and

of the profit or loss of the Company for that period.

International Accounting Standard 1 requires that financial statements

present fairly for each financial year the Company’s financial position,

financial performance and cash flows. This requires the faithful

representation of the effects of transactions, other events and

conditions in accordance with the definitions and recognition criteria

for assets, liabilities, income and expenses set out in the International

Accounting Standards Board’s ‘Framework for the Preparation and

Presentation of Financial Statements’.

In virtually all circumstances, a fair presentation will be achieved by

compliance with all applicable IFRS. Directors are also required to:

– Properly select and apply accounting policies

– Present information, including accounting policies, in a

manner that provides relevant, reliable, comparable and

understandable information

– Provide additional disclosures, when compliance with the specific

requirements in IFRS is insufficient to enable users to understand

the impact of particular transactions, other events and conditions

on the entity’s financial position and financial performance

– Make an assessment of the Company’s ability to continue as

a going concern

The Directors are responsible for keeping proper accounting records,

which disclose with reasonable accuracy at any time the financial

position of the Company and enable them to ensure that the financial

statements comply with the Companies (Jersey) Law 1991. They are

also responsible for safeguarding the assets, for taking reasonable

steps for the prevention and detection of fraud and other

irregularities and for the preparation of a Directors’ report and

Directors’ Compensation Report.

The Directors are responsible for the maintenance and integrity of

the Company website. Jersey legislation and UK regulation governing

the preparation and dissemination of financial statements differs from

legislation in other jurisdictions.

The Directors confirm that so far as they are aware, there is no

relevant audit information of which the Company’s auditors are

unaware. Each Director has taken all the steps that he or she ought

to have taken, as a Director, in order to make himself or herself aware

of any relevant audit information and to establish that the Company’s

auditors are aware of that information.

In accordance with the principles of the UK Corporate Governance

Code, the Board has established arrangements to evaluate whether

the information presented in the Annual Report is fair, balanced and

understandable; these are described on page 112.

The Board considers the Annual Report and financial statements,

taken as a whole, are fair, balanced and understandable and provide

the information necessary for shareholders to assess the Company’s

position, performance, business model and strategy.

The letters from the Chairs of the Sustainability, Nomination and

Governance, Audit and Compensation committees, the statements

regarding Directors’ responsibilities and statement of going

concern set out above and the Directors’ remuneration and interests

in the share capital of the Company are included in the Directors’

report, which also includes the Strategic Report and Corporate

Governance sections.

By Order of the Board

Balbir Kelly-Bisla

Company Secretary

28 March 2025

143

CORPORATE GOVERNANCE

WPP ANNUAL REPORT 2024

FINANCIAL

STATEMENTS

In this section

Consolidated financial statements 146

Accounting policies 151

Notes to the consolidated financial statements 157

Independent auditors’ report 188

144

WPP ANNUAL REPORT 2024

145

FINANCIAL STATEMENTS

WPP ANNUAL REPORT 2024

FOR THE YEAR ENDED 31 DECEMBER 2024

		2024	2023	2022
	Notes	£m	£m	£m
Revenue	2	1 4 , 741	14 ,84 5	1 4, 429
Costs of services	3	(12, 290)	(12, 326)	(11, 890)
Gross profit		2 ,4 51	2 ,519	2 ,5 39
General and administrative costs	3	(1 ,12 6)	(1,9 8 8)	(1 ,18 1)
Operating profit		1,325	531	1, 358
Earnings/(losses) from associates	4	36	70	(60)
Profit before interest and taxation		1, 3 61	601	1, 298
Finance and investment income	6	137	127	14 5
Finance costs	6	(417)	(3 89)	(3 59)
Revaluation and retranslation of financial instruments	6	(5 0)	7	76
Profit before taxation		1,031	346	1 ,1 6 0
Taxation	7	(4 0 2)	(14 9)	(385)
Profit for the year		629	197	7 75
Attributable to:
Equity holders of the parent		542	110	68 3
Non-controlling interests		87	87	92
		629	197	7 75
Earnings per share:
Basic earnings per ordinary share	8	5 0.3p	1 0.3p	62. 2p
Diluted earnings per ordinary share	8	4 9. 4p	1 0.1p	61 . 2p

Note

The accompanying notes form an integral part of this consolidated income statement

CONSOLIDATED INCOME STATEMENT

WPP ANNUAL REPORT 2024146

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023	2022
	£m	£m	£m
Profit for the year	629	197	7 75
Items that may be reclassified subsequently to profit or loss
Foreign exchange differences on translation of foreign operations	(72)	(42 7)	424
(Loss)/gain on net investment hedges	(3)	10 8	(1 41)
Cash flow hedges:
Fair value (loss)/gain arising on hedging instruments	(35)	(4 3)	38
Amounts reclassified to profit or loss	58	44	(38)
Costs of hedging 1	(8)	–	–
Share of other comprehensive (loss)/income of associates	–	(1)	51
	(6 0)	(31 9)	334
Items that will not be reclassified subsequently to profit or loss
Movements on equity investments held at fair value through other comprehensive income	(7)	(3)	(2 2)
Actuarial gain/(loss) on defined benefit pension plans	3	(9)	16
Deferred tax on defined benefit pension plans	2	2	(7)
	(2)	(1 0)	(13)
Other comprehensive (loss)/income for the year	(62)	(3 29)	321
Total comprehensive income/(loss) for the year	567	(13 2)	1,096
Attributable to:
Equity holders of the parent	482	(19 6)	98 8
Non-controlling interests	85	64	108
	567	(13 2)	1,096

Notes

The accompanying notes form an integral part of this consolidated statement of comprehensive income

During 2024, WPP entered into hedging arrangements for which the foreign currency basis within the hedging instrument was excluded from the hedge designation, and identified as a cost of hedging,

as permitted by IFRS

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

147WPP ANNUAL REPORT 2024

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

		2024	2023	2022
	Notes	£m	£m	£m
Net cash inflow from operating activities 1	9	1,408	1,238	70 1
Investing activities
Acquisitions 1	9	(153)	(267)	(236)
Disposals of investments and subsidiaries 2	9	553	99	38
Proceeds from loans on disposal of subsidiaries	28	93	–	–
Purchases of property, plant and equipment		(1 8 9)	(17 7)	(20 9)
Purchases of intangible assets		(47)	(4 0)	(15)
Proceeds on disposal of property, plant and equipment		21	5	13
Net cash inflow/(outflow) from investing activities		278	(38 0)	(4 09)
Financing activities
Principal elements of lease payments		(282)	(2 59)	(3 10)
Share option proceeds		2	1	1
Cash consideration received from non-controlling interests	9	–	46	–
Cash consideration for purchase of non-controlling interests	9	(8 7)	(16)	(8 4)
Share repurchases and buybacks	9	(82)	(5 4)	(86 2)
Proceeds from borrowings		1,060	1 ,053	–
Repayment of borrowings		(1,087)	(1 ,1 0 2)	(221)
Repayment of borrowing related derivatives 3		(1 4)	(4 6)	–
Financing and share issue costs		(7)	(3)	–
Equity dividends paid		(42 5)	(42 3)	(365)
Dividends paid to non-controlling interests in subsidiary undertakings		(67)	(10 1)	(70)
Net cash outflow from financing activities		(989)	(9 04)	(1,9 1 1)
Net increase/(decrease) in cash and cash equivalents		697	(4 6)	(1, 61 9)
Foreign exchange translation of cash and cash equivalents		(90)	(8 0)	64
Cash and cash equivalents at beginning of year		1,860	1 ,9 8 6	3, 5 41
Cash and cash equivalents at end of year	18	2 , 4 67	1,8 60	1 ,98 6

Notes

The accompanying notes form an integral part of this consolidated cash flow statement

Contingent consideration liability payments in excess of the amount determined at acquisition are recorded as operating activities

Disposals of investments and subsidiaries represents consideration received less cash and cash equivalents disposed

Repayment of borrowing related derivatives was previously presented within Repayment of borrowings

CONSOLIDATED CASH FLOW STATEMENT

WPP ANNUAL REPORT 2024148

FINANCIAL STATEMENTS

AT 31 DECEMBER 2024

		2024	2023
	Notes	£m	£m
Non-current assets
Goodwill	11	7, 6 1 0	8 ,3 89
Other intangible assets	11	737	8 50
Property, plant and equipment	12	909	828
Right-of-use assets	10	1,38 5	1, 382
Interests in associates	13	253	287
Other investments	13	398	333
Deferred tax assets	14	32 3	324
Corporate income tax recoverable		59	77
Trade and other receivables	15	1 74	209
		11,848	12 ,67 9
Current assets
Corporate income tax recoverable		113	115
Trade and other receivables	15	7, 7 2 2	8,4 60
Accrued income and unbilled media		3,1 8 8	3, 151
Cash and cash equivalents	18	2 ,638	2,218
		13,66 1	1 3 ,94 4
Current liabilities
Trade and other payables	16	(13 ,0 56)	(13, 323)
Deferred income and customer advances		(1 ,16 0)	(1, 3 1 9)
Corporate income tax payable		(333)	(3 70)
Lease liabilities	10	(2 4 0)	(2 92)
Borrowings	19	(5 8 4)	(9 4 6)
Provisions for liabilities and charges 1	20	(14 3)	(5 5)
		(1 5, 51 6)	(16, 30 5)
Net current liabilities		(1, 855)	(2, 361)
Non-current liabilities
Borrowings	19	(3 , 74 4)	(3,7 75)
Trade and other payables	17	(22 9)	(28 3)
Deferred tax liabilities	14	(1 42)	(179)
Employee benefit obligations	22	(1 32)	(1 36)
Provisions for liabilities and charges 1	20	(23 2)	(2 50)
Lease liabilities	10	(1 , 780)	(1, 862)
		(6 , 2 59)	(6 , 4 8 5)
Net assets		3,734	3,8 33
Equity
Called-up share capital	24	109	114
Share premium account		579	57 7
Other reserves	25	1 51	187
Own shares		(191)	(9 9 0)
Retained earnings		2,827	3,488
Equity shareholders’ funds		3, 475	3 , 3 76
Non-controlling interests		2 59	4 57
Total equity		3,73 4	3,833

Notes

The accompanying notes form an integral part of this consolidated balance sheet

Current provisions for liabilities and charges, which were not material, were previously presented within Non-current provisions for liabilities and charges and have been restated. See note 20

The consolidated financial statements were approved by the Board of Directors and authorised for issue on 28 March 2025.

Signed on behalf of the Board:

Mark Read Joanne Wilson

Chief Executive Officer Chief Financial Officer

CONSOLIDATED BALANCE SHEET

149WPP ANNUAL REPORT 2024

FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

						Total
	Called-up	Share				equity	Non-
	share	premium	Other	Own	Retained	shareholders'	controlling
	capital	account	reserves	shares	earnings 1	funds	interests	Total
	£m	£m	£m	£m	£m	£m	£m	£m
Balance at 1 January 2022	122	575	(3 3 6)	(1 ,11 2)	4 ,366	3,615	4 53	4 ,06 8
Profit for the year	–	–	–	–	68 3	683	92	775
Other comprehensive income	–	–	299	–	6	305	16	321
Total comprehensive income	–	–	299	–	689	98 8	108	1,0 96
Dividends paid	–	–	–	–	(3 65)	(3 65)	(70)	(4 3 5)
Ordinary shares issued	–	1	–	–	–	1	–	1
Share cancellations	(8)	–	8	–	(8 07)	(8 07)	–	(807)
Non-cash share-based incentive plans (including share options)	–	–	–	–	122	12 2	–	12 2
Tax on share-based payments	–	–	–	–	(9)	(9)	–	(9)
Net movement in own shares held by ESOP Trusts	–	–	–	58	(113)	(55)	–	(5 5)
Net derecognition of liabilities in respect of put options	–	–	1 02	–	(4 0)	62	–	62
Share purchases – close period commitments 2	–	–	212	–	–	212	–	212
Net movement in non-controlling interests 3	–	–	–	–	(83)	(8 3)	(12)	(9 5)
Total transactions with owners	(8)	1	322	58	(1, 295)	(9 22)	(82)	(1, 00 4)
Balance at 31 December 2022	114	5 76	285	(1 ,0 54)	3 , 76 0	3,681	479	4 ,1 60
Profit for the year	–	–	–	–	11 0	11 0	87	197
Other comprehensive loss	–	–	(29 6)	–	(1 0)	(306)	(23)	(3 29)
Total comprehensive (loss)/income	–	–	(296)	–	100	(196)	64	(132)
Dividends paid	–	–	–	–	(42 3)	(4 23)	(101)	(524)
Ordinary shares issued	–	1	–	–	–	1	–	1
Treasury shares used for share option schemes	–	–	–	55	(5 5)	–	–	–
Non-cash share-based incentive plans (including share options)	–	–	–	–	140	14 0	–	140
Tax on share-based payments	–	–	–	–	2	2	–	2
Net movement in own shares held by ESOP Trusts	–	–	–	9	(6 3)	(5 4)	–	(5 4)
Net derecognition of liabilities in respect of put options 4	–	–	198	–	30	228	–	228
Net movement in non-controlling interests 3	–	–	–	–	(3)	(3)	15	12
Total transactions with owners	–	1	1 98	64	(3 72)	(1 09)	(8 6)	(195)
Balance at 31 December 2023	11 4	577	1 87	(99 0)	3, 488	3 , 3 76	4 57	3,833
Profit for the year	–	–	–	–	542	5 42	87	629
Other comprehensive loss	–	–	(58)	–	(2)	(6 0)	(2)	(6 2)
Total comprehensive income/(loss)	–	–	(58)	–	5 40	482	85	567
Dividends paid	–	–	–	–	(42 5)	(42 5)	(67)	(49 2)
Ordinary shares issued	–	2	–	–	–	2	–	2
Share cancellations 5	(5)	–	5	74 3	(74 3)	–	–	–
Treasury shares used for share option schemes	–	–	–	57	(57)	–	–	–
Non-cash share-based incentive plans (including share options)	–	–	–	–	81	81	–	81
Tax on share-based payments	–	–	–	–	1	1	–	1
Net movement in own shares held by ESOP Trusts	–	–	(8)	(1)	(73)	(82)	–	(82)
Net derecognition of liabilities in respect of put options	–	–	25	–	17	42	–	42
Net movement in non-controlling interests 3	–	–	–	–	(2)	(2)	(2 1 6)	(21 8)
Total transactions with owners	(5)	2	22	799	(1 ,201)	(383)	(28 3)	(666)
Balance at 31 December 2024	109	579	151	(1 91)	2, 827	3, 475	259	3, 734

Notes

The accompanying notes form an integral part of this consolidated statement of changes in equity

Accumulated losses on existing equity investments held at fair value through other comprehensive income are £35 4 million at 31 December 2024 (2023: £3 47 million, 2022: £34 4 million)

During 2021, the Company entered into an arrangement with a third party to conduct share buybacks on its behalf in the close period commencing on 16 December 2021 and ending on

18 February 2022, in accordance with UK listing rules. The commitment resulting from this agreement constituted a liability at 31 December 2021 and was recognised as a movement in other

reserves in the year ended 31 December 2021. After the close period ended on 18 February 2022, the liability was settled and the amount in other reserves was reclassified to retained earnings

Net movement in non-controlling interests represents movements in retained earnings and non-controlling interests arising from changes in ownership of existing subsidiaries, recognition

of non-controlling interests on new acquisitions and derecognition of non-controlling interests on disposals of subsidiaries, including FGS Global

During 2023, WPP sold a portion of its ownership of FGS Global to KKR. As part of this transaction, the previous put option granted to management shareholders was derecognised

In December 2024, WPP cancelled 50,367,570 treasury shares

WPP ANNUAL REPORT 2024150

FINANCIAL STATEMENTS

ACCOUNTING POLICIES

BASIS OF PREPARATION

The consolidated financial statements of WPP plc (the Company) and its

subsidiaries (together the Group) for the year ended 31 December 2024

have been prepared in accordance with International Financial Reporting

Standards (IFRS) as issued by the International Accounting Standards Board

(IASB) as they apply to the financial statements of the Group for the year

ended 31 December 2024.

The Group consolidated financial statements of WPP plc, a company

registered in Jersey, for the year ended 31 December 2024 are filed with

the Company’s registrar in Jersey.

The Group consolidated financial statements have been prepared on a going

concern basis, under the historical cost convention, except for the revaluation

of certain financial instruments and defined benefit pension plans.

The principal accounting policies adopted in the preparation of these

consolidated financial statements are set out below. Unless otherwise stated,

these policies have been consistently applied to all the years presented.

BASIS OF CONSOLIDATION

The consolidated financial statements include the results of the Company

and all its subsidiary undertakings made up to the same accounting date.

All intra-Group balances, transactions, income and expenses are eliminated

in full on consolidation. Subsidiary undertakings are those entities controlled

by the Group. Control exists where the Group is exposed to, or has the rights

to variable returns from its involvement with, the investee and has the ability

to use its power over the investee to affect its returns. The results of subsidiary

undertakings acquired or disposed of during the period are included or

excluded from the consolidated income statement from the effective date

of acquisition or disposal, accordingly. Non-controlling interests represent

the share of earnings or equity in subsidiaries that is not attributable, directly

or indirectly, to shareholders of the Group.

GOING CONCERN

The Group’s business activities, together with the factors likely to affect

its future performance and position are set out in the Financial Review on

pages 68-72 and Principal Risks and Uncertainties on pages 78-85. The financial

position of the Group, its cash flows, liquidity position and borrowing facilities

are described in the consolidated financial statements and the notes to the

consolidated financial statements. The notes also include the Group’s

objectives, policies and processes for managing its capital; its financial risk

management objectives; details of its financial instruments and hedging

activities; and its exposures to credit risk and liquidity risk.

The Group consolidated financial statements have been prepared on the

going concern basis. In performing its going concern assessment, the Group’s

forecasts and projections have taken account of (i) reasonably possible

declines in revenue less pass-through costs or increases in costs arising from

severe but plausible downside scenarios and (ii) the results of reverse stress

tests to quantify the level of revenue less pass-through costs declines

compared to 2024 required to utilise all of the Group’s liquidity headroom,

taking into account the suspension of share buybacks, dividends and

acquisitions, and cost mitigation actions which could be implemented.

This assessment shows that the Company and the Group would be able

to operate with appropriate liquidity and be able to meet its liabilities as

they fall due and for a period of at least 12 months from the date the

consolidated financial statements are signed.

The Directors therefore have a reasonable expectation that the Company and

the Group have adequate resources to continue in operational existence for at

least 12 months from the date the consolidated financial statements are signed.

Thus, the Group continues to adopt the going concern basis of accounting in

preparing the consolidated financial statements.

NEW IFRS ACCOUNTING PRONOUNCEMENTS

The Group has applied the following standards and amendments for the first

time for their annual reporting period commencing 1 January 2024:

– Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)

– Classification of Liabilities as Current or Non-current and Non-current

Liabilities with Covenants (Amendments to IAS 1)

– Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)

The amendments listed above did not have any impact on the amounts

recognised in prior periods, did not have a significant impact on the amounts

recognised in the current period, and are not expected to significantly affect

future periods.

At the date of authorisation of these consolidated financial statements, the

following standards or amendments to standards, which have not been

applied in these consolidated financial statements, were in issue but not

yet effective:

– IFRS 18 “Presentation and Disclosure in Financial Statements” was published

on 9 May 2024 and is effective for periods beginning on or after 1 January

2027. The standard replaces IAS 1 and is the new standard on presentation

and disclosure in financial statements, with a focus on updates to the

consolidated income statement. The key new concepts introduced in IFRS

18 relate to the structure of the consolidated income statement, required

disclosures in the financial statements for certain profit or loss performance

measures that are reported outside an entity’s financial statements (that

is, management-defined performance measures), and enhanced principles

on aggregation and disaggregation which apply to the primary financial

statements and notes in general. The impact of the standard on the Group

is currently being assessed and it is not yet practicable to quantify

the effect of IFRS 18 on these consolidated financial statements.

– IFRS 19 “Subsidiaries without Public Accountability Disclosures” was

published on 9 May 2024 and is effective for periods beginning on or after

1 January 2027. It is a voluntary IFRS Accounting Standard that eligible

subsidiaries can apply when preparing their own consolidated, separate

or individual financial statements. These subsidiaries will continue to apply

the recognition, measurement and presentation requirements in other IFRS

Accounting Standards, but they can replace the disclosure requirements

in those standards with reduced disclosure requirements. As the standard

applies to the Group’s subsidiaries, no impact of IFRS 19 is expected on

these consolidated financial statements.

– Lack of Exchangeability (Amendments to IAS 21) and Amendments to the

Classification and Measurement of Financial Instruments (Amendments to

IFRS 9 and IFRS 7). The Group is currently assessing the impact of the

amendments to standards in issue but not yet effective.

BUSINESS COMBINATIONS

The Group accounts for acquisitions in accordance with IFRS 3 Business

Combinations, which requires the acquiree’s identifiable assets, liabilities

and contingent liabilities (other than non-current assets or disposal groups

held for sale) to be recognised at fair value at acquisition date. Where the

measurement of the fair value of identifiable net assets acquired is incomplete

at the end of the reporting period in which the combination occurs, the Group

will report provisional fair values. Final fair values are determined within a year

of the acquisition date and retrospectively applied.

Acquisition-related costs are expensed as incurred.

The results of the subsidiaries and businesses acquired are included in the

consolidated financial statements from their acquisition date.

151WPP ANNUAL REPORT 2024

FINANCIAL STATEMENTS

GOODWILL AND OTHER INTANGIBLE ASSETS

Intangible assets comprise goodwill, certain acquired separable corporate

brand names, acquired customer relationships, acquired proprietary tools

and capitalised software.

Goodwill represents the future economic benefits arising from other assets

acquired in a business combination that are not individually identified and

separately recognised. Corporate brand names, customer relationships and

proprietary tools acquired as part of acquisitions of businesses are capitalised

separately from goodwill as intangible assets if their value can be measured

reliably on initial recognition and it is probable that the expected future

economic benefits that are attributable to the asset will flow to the Group.

Goodwill and intangible assets that have an indefinite useful life are not subject

to amortisation and are tested annually for impairment, or more frequently

if events or changes in circumstances indicate a potential impairment.

Certain corporate brands of the Group are considered to have an indefinite

economic life. This is based on their long-established history of market

leadership and profitability, combined with the Group's ongoing commitment

to further develop and enhance their value.

Definite life intangible assets are amortised over their useful life. Amortisation

is provided at rates calculated to expense the cost less estimated residual value

of each asset on a straight-line basis over its estimated useful life as follows:

– brand names (with finite lives) – 10-20 years

– customer-related intangibles – 3-13 years

– other proprietary tools – 3-10 years

– other (including capitalised software) – 3-5 years

For the purposes of assessing impairment, assets other than goodwill are

grouped at the lowest levels for which there are separately identifiable cash

inflows that are largely independent of the cash inflows from other assets

or groups of assets (cash-generating units or CGUs). CGU determination for

goodwill is assessed at the level which management monitors the business.

An impairment loss is recognised if the carrying value of the relevant asset

or CGU exceeds the recoverable amount, defined as the higher of fair value

less costs of disposal and value in use.

The value in use or fair value less costs to dispose for each CGU is determined

by calculating the net present value of future cash flows – derived from the

underlying assets using a projection period of up to five years for each CGU.

After the projection period, a steady growth rate representing an appropriate

long-term growth rate for the industry is applied. Any goodwill impairment

is recognised immediately as an expense and is not subsequently reversed.

For assets excluding goodwill, an assessment is made at reporting period

end to determine whether there is any indication that previously recognised

impairment losses may no longer exist or have decreased. If any such indication

exists, the recoverable amount of the asset is estimated. In cases where the

recoverable amount exceeds the carrying amount of the asset, a reversal of

impairment losses is recognised. The amount of the reversal of the impairment

loss shall not exceed the carrying amount that would have been determined

(net of depreciation or amortisation) if no impairment loss had been recognised.

CONTINGENT CONSIDERATION

Contingent consideration liabilities in relation to business combinations, where

the related payments are not dependent on future employment, are initially

recorded at fair value based on the present value of the expected cash

outflows of the obligations.

During the 12 months following acquisition, adjustments to goodwill are

made to reflect any revisions to fair value measurements that, had they been

known at the acquisition date, would have affected the provisional amounts

recognised. After 12 months, these liabilities are re-measured to fair value

at each balance sheet date, with the changes in fair value recorded in the

consolidated income statement within revaluation and retranslation of

financial instruments.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment is recorded at cost less accumulated

depreciation and any provision for impairment. Property, plant and equipment

is reviewed for impairment if events or changes in circumstances indicate that

the carrying amount may not be appropriate. An asset’s carrying amount

is written down immediately to its recoverable amount if the asset’s carrying

amount is greater than its estimated recoverable amount. Property, plant

and equipment impairment charges also form part of the property-related

restructuring costs described in note 3 and are derived by applying the

method described in the Leases accounting policy. Depreciation, with the

exception of freehold land which is not depreciated, is provided at rates

calculated to expense the cost less estimated residual value of each asset

on a straight-line basis over its estimated useful life, as follows:

– freehold buildings – 50 years

– leasehold buildings – shorter of the term of the lease and life of the asset

– fixtures, fittings and equipment – 3-10 years

– computer equipment – 3-5 years

INTERESTS IN ASSOCIATES AND JOINT VENTURES

An associate is an entity over which the Group has significant influence.

In certain circumstances, significant influence may be represented by factors

other than ownership and voting rights, such as representation on the Board

of Directors.

Investments in associates are accounted for using the equity method. Interests

in associates are stated in the consolidated balance sheet at cost, adjusted for

the Group’s share of the profits and losses after tax of associate undertakings,

which is included in the consolidated income statement. The Group’s share

of the amounts recognised in the income statement and other comprehensive

income is based on financial information produced by each associate

undertaking, adjusted to align with the accounting policies of the Group.

When the Group’s share of losses exceeds its interest in an associate, the

Group does not recognise further losses, unless it has incurred obligations

or made payments on behalf of the associate. If the associate subsequently

reports profits, the Group resumes recognising its share of those profits only

after its share of the profits equals the share of losses not previously

recognised.

Investments are tested for impairment whenever events or changes in

circumstances indicate that the carrying amount may not be recoverable.

An investment’s carrying amount is written down immediately to its

recoverable amount if its carrying amount is greater than its estimated

recoverable amount.

The Group accounts for joint venture investments under the equity method,

which is consistent with the Group’s treatment of associates.

FINANCIAL ASSETS

Financial assets are measured at amortised cost, fair value through other

comprehensive income (FVTOCI) or fair value through profit or loss (FVTPL).

The measurement basis is determined by reference to both the business

model for managing financial assets and the contractual cash flow

characteristics of the financial asset.

For financial assets other than trade receivables, unbilled costs, accrued

income and unbilled media, a 12 month expected credit loss (ECL) allowance

is recorded on initial recognition. If there is subsequent evidence of a

significant increase in the credit risk of an asset, the allowance is increased

to reflect the full lifetime ECL. If there is no realistic prospect of recovery, the

asset is written off. ECL is recognised in the consolidated income statement

on financial assets measured at amortised cost and at fair value through other

comprehensive income.

A CCOUNTING POLICIES CONTINUED

WPP ANNUAL REPORT 2024152

FINANCIAL STATEMENTS

OTHER INVESTMENTS

Other investments include certain non-current equity investments which

are measured at fair value through profit or loss unless an election is made

on an investment-by-investment basis to recognise fair value gains and losses

in other comprehensive income.

The Group generally elects to classify equity investments as fair value

through other comprehensive income where the Group forms a strategic

partnership with the investee. If the Group makes an irrevocable election

at initial recognition for certain equity investments to be classified as fair value

through other comprehensive income, there is no subsequent reclassification

of fair value gains and losses to profit or loss following derecognition of the

investment. On derecognition of the equity investment, gains and losses that

have been deferred in other comprehensive income are transferred directly

to retained earnings.

ACCRUED INCOME AND UNBILLED MEDIA

Accrued income and unbilled media is a receivable within the scope of IFRS 9

Financial Instruments if the right to consideration is unconditional and is

recognised when a performance obligation has been satisfied but has not yet

been billed. This includes amounts in relation to media costs where the Group

acts as an agent under IFRS 15 Revenue from Contracts with Customers.

Accrued income and unbilled media is transferred to trade receivables once

the right to consideration is billed per the terms of the contractual agreement.

DEFERRED INCOME AND CUSTOMER ADVANCES

In certain cases, payments are received from customers or amounts are billed

with an unconditional right to receive consideration prior to satisfaction

of performance obligations and are recognised as deferred income and

customer advances. Deferred income and customer advances is principally

pass-through in nature, relating to advance billings to customers in accordance

with the terms of the client contracts, primarily for the reimbursement of

third-party costs.

TRADE RECEIVABLES AND UNBILLED COSTS

Trade receivables are measured at amortised cost using the effective interest

method, net of expected credit losses.

Unbilled costs include outlays incurred on behalf of clients, including production

costs, and other third-party costs that have not yet been billed and are

considered receivables under IFRS 15 Revenue from Contracts with Customers.

The Group has applied the simplified approach to measuring expected credit

losses, as permitted by IFRS 9 Financial Instruments. This has been applied to

trade receivables, unbilled costs, accrued income and unbilled media. Under

this approach, the Group utilises a provision matrix based on the age of the

trade receivables and historical loss rates to determine the expected credit

losses. The Group also considers forward-looking information. The Group does

not track changes in credit risk, but recognises a loss allowance based on the

financial asset's lifetime expected credit loss.

Given the short-term nature of the Group’s trade receivables, unbilled costs,

accrued income and unbilled media, which are mainly due from large national

or multinational companies, the Group's assessment of expected credit losses

includes provisions for specific clients and receivables where the contractual

cash flow is deemed at risk.

Trade receivables are written off when there is evidence indicating that the

debtor is in severe financial difficulty and the Group has no realistic prospect

of recovery. Receivables written off are still subject to enforcement activity

and pursued by the Group.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprise cash at bank and deposits and money

market funds that are readily convertible to a known amount of cash, are

subject to insignificant risk of changes in value and have a maturity of three

months or less from the date of acquisition. Cash and cash equivalents are

measured at amortised cost, except for investments in money market funds

which are held at fair value through profit and loss.

For cash flow statement presentation purposes, the Group's overdrafts are

included in cash and cash equivalents where they are repayable on demand,

are components of the Group's centralised treasury strategy employed across

the Group and form an integral part of the Group's cash management. Bank

overdrafts are included within short-term borrowings in the balance sheet.

BORROWINGS

Interest-bearing borrowings are initially recorded at fair value less, where

permitted by IFRS 9, any directly attributable transaction costs. Subsequent

to initial recognition, interest-bearing borrowings are stated at amortised cost

with any difference between the proceeds net of transaction costs and the

amount due on settlement or redemption recognised in the consolidated

income statement over the term of the borrowing. Borrowings identified as

a hedged item in a designated fair value hedge relationship are carried on the

consolidated balance sheet at fair value, with gains or losses recognised in

the consolidated income statement in accordance with the Group's hedge

accounting policy.

Cash flows relating to interest are presented within operating cash flows.

Proceeds and repayment of principal amounts are presented within financing

cash flows and are presented gross, except for borrowings with maturities of

less than three months, which are presented net.

DERIVATIVE FINANCIAL INSTRUMENTS

The Group uses derivative financial instruments to reduce exposure to foreign

exchange risk and interest rate movements. The principal derivative instruments

used by the Group are foreign currency forwards and swaps, interest rate

swaps and cross-currency interest rate swaps. The Group does not hold

or issue derivative financial instruments for trading or speculative purposes.

Derivative financial assets and liabilities, including derivatives embedded in

host contracts which have been separated from the host contract, are initially

measured at fair value at the date the derivative contract is entered into and

are subsequently remeasured to their fair value at each balance sheet reporting

date. Changes in the fair value of any derivative instruments that do not qualify

for hedge accounting are recognised immediately in the income statement.

HEDGE ACCOUNTING

Derivatives designated as hedging instruments are classified at inception

of the hedge relationship as cash flow hedges, net investment hedges

or fair value hedges.

Changes in the fair value of derivatives designated as cash flow hedges are

recognised in other comprehensive income to the extent that the hedges are

effective and accumulated in the cash flow hedge reserve. Ineffective portions

of derivatives designated as cash flow hedges are recognised in the income

statement immediately. Amounts deferred in the cash flow hedge reserve are

reclassified to the income statement when the hedged item affects profit or

loss, or if the hedged forecast transaction is to purchase a non-financial asset,

the amount deferred in the cash flow hedge reserve is transferred directly

from equity and included in the carrying value of the non-financial asset when

it is recognised.

Changes in the fair value of those hedging instruments designated as net

investment hedges are recognised in other comprehensive income to the

extent that the hedges are effective. Ineffective portions are recognised

in the income statement immediately. Gains and losses accumulated in the

foreign currency translation reserve are recycled to the income statement

when the foreign operation is disposed of.

Changes in the fair value of derivatives designated as fair value hedges are

recorded in the consolidated income statement, together with the changes

in the fair value of the hedged asset or liability.

Hedge accounting is discontinued when the hedging instrument expires

or is sold, terminated, exercised, or no longer qualifies for hedge accounting.

This discontinuation can also apply to part of a hedging relationship.

153WPP ANNUAL REPORT 2024

FINANCIAL STATEMENTSACCOUNTING POLICIES

LIABILITIES IN RESPECT OF OPTION AGREEMENTS

Option agreements that allow the Group’s equity partners to require the

Group to purchase a non-controlling interest are initially recorded in the

consolidated balance sheet at the present value of the redemption amount

in accordance with IAS 32 Financial Instruments: Presentation. On initial

recognition, the corresponding amount is recognised against the equity

reserve; this amount is subsequently reversed on derecognition, either

through exercise or expiration through non-exercise of the option agreement.

Subsequent to initial recognition the financial liability is measured at

amortised cost in accordance with IFRS 9 Financial Instruments. Changes in

the measurement of the financial liability due to the unwinding of the discount

or changes in the amount that the Group could be required to pay are

recorded in the consolidated income statement within revaluation and

retranslation of financial instruments.

DERECOGNITION OF FINANCIAL ASSETS AND LIABILITIES

Financial assets are derecognised when (a) the contractual rights to the cash

flows from the asset expire or are settled, or (b) substantially all the risks and

rewards of the ownership of the asset are transferred to another party, or

practical ability to unilaterally sell the asset to an unrelated third party

without imposing additional restrictions.

Financial liabilities are derecognised when the liability is extinguished, that

is when the contractual obligation is discharged, cancelled or expires.

BORROWING COSTS

Finance costs of borrowing that are directly attributable to the acquisition,

construction or production of a qualifying asset are capitalised as part of the

cost of that asset. All other borrowing costs are recognised in the consolidated

income statement as an expense in the period in which they are incurred.

REVENUE RECOGNITION

The Group offers national and multinational clients a comprehensive range

of communications, experience, commerce and technology services.

Certain contracts involve multiple agencies offering different services in

different countries. As such, the terms of local, regional and global contracts

can vary to meet client needs and regulatory requirements. Consistent with

the industry, contracts are typically short term in nature and tend to be

cancellable by either party with 90 days' notice. The Group is generally

entitled to payment for work performed to date.

The Group is generally paid in arrears for its services. Invoices are typically

payable within 30 to 60 days. Revenue comprises commissions and fees

earned and is stated exclusive of VAT, sales taxes and trade discounts.

Pass-through costs comprise fees paid to external suppliers when they are

engaged to perform part or all of a specific project and are charged directly

to clients. Pass-through costs includes media costs where the Group is

buying media for its own account on a transparent opt-in basis. As a result,

the subsequent media pass-through costs are recorded as Group principal

revenue, with a corresponding pass-through cost recorded. As the contracts

are generally short term in nature, the Group has applied the practical

expedient permitted by IFRS 15 to expense costs to obtain a contract

as incurred and to not adjust consideration for the effects of a significant

financing component, where applicable.

In most instances, promised services in a contract are not considered distinct

or they represent a series of services that are substantially the same with the

same pattern of transfer to the customer and, as such, are accounted for as

a single performance obligation. However, where there are contracts with

services that are capable of being distinct, are distinct within the context

of the contract, and are therefore accounted for as separate performance

obligations, revenue is allocated to each of the performance obligations based

on relative stand-alone selling prices. The Group has applied the practical

expedient permitted by IFRS 15 to not disclose the transaction price allocated

to performance obligations unsatisfied (or partially unsatisfied) as of the end

of the reporting period as contracts typically have an original expected

duration of a year or less.

Revenue is recognised when a performance obligation is satisfied in accordance

with the terms of the contractual arrangement. Typically, performance

obligations are satisfied over time as services are rendered. Revenue recognised

over time is based on the proportion of the level of service performed for each

performance obligation, measured using either an input method or an output

method, depending on the particular arrangement.

For most fee arrangements, costs incurred are used as an objective input

measure of performance as the primary input of substantially all work performed

under these arrangements is labour and there is normally a direct relationship

between costs incurred and the proportion of the contract performed to date.

In other circumstances relevant output measures, such as the achievement

of any project milestones stipulated in the contract, are used to assess

proportional performance.

For retainer arrangements there is a stand-ready obligation to perform

services on an ongoing basis over the life of the contract. The scope of these

arrangements is broad and generally not reconcilable to specific input or

output criteria. In these instances, revenue is recognised using a time-based

method resulting in straight-line revenue recognition.

The amount of revenue recognised depends on whether the Group acts

as an agent or as a principal. Certain arrangements with clients are such that

the Group's responsibility is to arrange for a third party to provide a specified

good or service to the client. In these cases, the Group acts as an agent

as there is no control of the relevant good or service before it is transferred

to the client. When the Group acts as an agent, the revenue recorded is the

net amount retained. When acting as an agent, costs incurred with external

suppliers (such as production costs and media suppliers) before the client

is billed are excluded from revenue and recorded as unbilled balance sheet

costs. Once billed to the client, these costs are recorded as part of the agent

net revenue recorded.

The Group acts as principal when there is control of the specified good or

service prior to transfer. When the Group acts as a principal, such as when

supplying in-house production services, events and branding, the revenue

recorded is the gross amount billed. Billings related to out-of-pocket costs

such as travel are also recognised within the gross amount billed with

a corresponding amount recorded as an expense.

Further details on revenue recognition are detailed by reporting

segment below.

GLOBAL INTEGRATED AGENCIES

Revenue is typically derived from integrated product offerings including

media placements and creative services. Revenue may consist of various

arrangements involving commissions, fees, incentive-based revenue

or a combination of the three, as agreed upon with each client. Revenue

for commissions on purchased media is typically recognised at the point

in time the media is run.

The Group receives volume rebates from certain suppliers for transactions

entered into on behalf of clients that, based on the terms of the relevant

contracts and local law, are either remitted to clients or retained by the Group.

If amounts are passed on to clients they are recorded as liabilities until settled

or, if retained by the Group, are recorded as revenue when earned.

Variable incentive-based revenue typically comprises both quantitative and

qualitative elements. Incentive compensation is estimated using the most

likely amount or expected value method, as deemed appropriate, and is

included in revenue up to the amount that is highly probable not to result

in a significant reversal of cumulative revenue recognised once the related

uncertainty is resolved. The Group recognises incentive revenue as the related

performance obligation or obligations are satisfied depending on the specific

contractual terms.

PUBLIC RELATIONS AND SPECIALIST AGENCIES

Revenue for these services is typically derived from retainer fees and fees for

services to be performed subject to specific agreement. Most revenue under

these arrangements is earned over time, in accordance with the terms of the

contractual arrangement.

A CCOUNTING POLICIES CONTINUED

WPP ANNUAL REPORT 2024154

FINANCIAL STATEMENTS

TAX ATION

Corporate income taxes payable is recognised as an expense based on taxable

profits arising in the period, and the applicable tax law in each jurisdiction.

The total tax expense represents the sum of both current and deferred taxes.

The Group is subject to corporate income taxes in a number of different

jurisdictions and judgement is required to interpret local tax laws. In such

circumstances, the Group recognises liabilities for anticipated taxes based

on the best information available and where the anticipated liability is both

probable and able to be estimated. Any interest and penalties accrued are

included in finance costs and general and administrative costs respectively

in the consolidated income statement and included in trade and other

payables on the consolidated balance sheet. Where changes arise, as a result

of new information or an agreed final outcome, these may impact the income

tax and deferred tax provisions, and therefore total tax expense in the period

in which those changes have arisen.

Local tax laws that apply to the Group’s subsidiaries may be amended by the

relevant tax authorities. Such potential amendments are regularly monitored

and adjustments may be required to the Group’s tax assets and liabilities should

those changes be enacted or substantively enacted by the balance sheet date.

Corporate income taxes payable is based on taxable profit for the year.

Taxable profit differs from profit before tax reported in the Group’s

consolidated income statement (determined under IFRS) because it excludes

items of income or expense that are taxable or deductible in other years, and

it further excludes items that are never taxable or deductible. The Group’s

liability for current tax is calculated using tax rates that have been enacted

or substantively enacted by the balance sheet date.

Deferred tax is the tax expected to be payable or recoverable on differences

between the carrying amounts of assets and liabilities in the consolidated

financial statements and the corresponding tax bases used in the computation

of taxable profit, and is accounted for using the balance sheet liability method.

Deferred tax liabilities are recognised for all taxable temporary differences

unless specifically excepted by IAS 12 Income Taxes. Deferred tax is charged

or credited in the consolidated income statement, except when it relates

to items charged or credited to other comprehensive income or directly

to equity, in which case the deferred tax is also recognised within other

comprehensive income or equity.

Deferred tax liabilities are recognised for taxable temporary differences arising

on investments in subsidiaries and associates, and interests in joint ventures,

except where the Group is able to control the reversal of the temporary

difference and it is probable that the temporary difference will not reverse

in the foreseeable future.

Deferred tax assets are recognised to the extent that it is probable that

taxable profits will be available against which deductible temporary

differences can be utilised, which can require the use of accounting estimation

and the exercise of judgement.

Such assets and liabilities are not recognised if the temporary difference arises

from the initial recognition of goodwill or other assets and liabilities,

in a transaction that is not a business combination and which affects neither

the taxable profit nor the accounting profit.

The carrying amounts of deferred tax assets are reviewed at each balance

sheet date. Where it is no longer probable that sufficient taxable profits will

be available to allow all or part of the asset to be recovered, the carrying value

of the applicable deferred tax asset may be reduced. Where expectations

of taxable profits improve, the carrying value of the applicable deferred tax

asset may be increased.

Deferred tax assets and liabilities are offset where permitted, when there

is a legally enforceable right to set off current tax assets against current tax

liabilities and when they relate to income taxes levied by the same taxation

authority and the Group intends to settle its current tax assets and liabilities

on a net basis. Deferred tax is calculated using the tax rates that are expected

to apply in the period when the liability is settled, or the asset is realised,

based on enacted or substantively enacted legislation.

Corporate taxes are payable on taxable profits at current rates. The tax

expense represents the sum of the tax currently payable and deferred tax.

RETIREMENT BENEFIT COSTS

The Group accounts for retirement benefit costs in accordance with IAS 19

Employee Benefits.

For defined contribution plans, contributions are charged to the consolidated

income statement on an accruals basis.

For defined benefit plans the amounts charged to staff costs within operating

profit are the current service costs, past service costs, administrative

expenses and gains and losses on settlements and curtailments. Past service

costs are recognised immediately in the consolidated income statement when

the related plan amendment or curtailment occurs. Net interest income or

expense is calculated by applying the discount rate to the recognised overall

surplus or deficit in the plan.

Actuarial gains and losses are recognised in other comprehensive income.

Where defined benefit plans are funded, the assets of the plan are held

in independently managed funds separately from those of the Group.

Pension plan assets are measured at fair value and liabilities are measured

on an actuarial basis using the projected unit method and discounted at a rate

equivalent to the current rate of return on a high-quality corporate bond of

equivalent currency and term to the plan liabilities. The actuarial valuations

are obtained at least triennially and are updated at each balance sheet date.

Recognition of a surplus in a defined benefit plan is limited based on the

economic gain the Group is expected to benefit from in the future by means

of a refund or reduction in future contributions to the plan, in accordance

with IAS 19.

PROVISIONS FOR LIABILITIES AND CHARGES

Provisions comprise liabilities where there is uncertainty about the amount

or timing of settlement. Provisions are recognised when the Group has a

present legal or constructive obligation as a result of past events, it is probable

that an outflow of resources will be required and the amount can be reliably

estimated, with such estimation using either the most likely or expected value

method depending on which method best estimates the uncertainty. Whilst

the Group has factored in all known facts and circumstances, initial estimations

for provisions may change based on the receipt of new information and final

amount of the relevant charges may differ from the provision recognised.

CONTINGENT LIABILITIES

Contingent liabilities are possible obligations arising from past events whose

existence will only be confirmed by future events not wholly within the control

of the Group, or present obligations where it is not probable that an outflow

of resources will be required or the amount of the obligation cannot be

measured with sufficient reliability. Contingent liabilities are not recognised

in the consolidated financial statements but are disclosed, if material, unless

the possibility of an outflow of economic resources is considered remote.

LEASES

The Group leases most of its offices in cities where it operates. Other lease

contracts include office equipment and motor vehicles.

At inception of a contract, the Group assesses whether a contract is, or contains,

a lease based on whether the contract conveys the right to control the use

of an identified asset for a period of time in exchange for consideration.

Contracts may contain both lease and non-lease components. The Group

allocates the consideration in the contract to the lease and non-lease

components based on their relative standalone prices.

The Group recognises a right-of-use asset and a lease liability at the lease

commencement date. The right-of-use asset is initially measured based on

the initial amount of the lease liability adjusted for any lease payments made

at or before the commencement date, plus any initial direct costs incurred

and restoration provisions, less any lease incentives received. The assets

are depreciated over the term of the lease using the straight-line method.

The lease term includes periods covered by an option to extend if the Group

is reasonably certain to exercise that option, and periods covered by an option

to terminate if the Group is reasonably certain to not exercise that option.

155WPP ANNUAL REPORT 2024

FINANCIAL STATEMENTSACCOUNTING POLICIES

LEASES CONTINUED

The lease liability is initially measured at the present value of the lease payments

that are not paid at the commencement date, discounted using the interest

rate implicit in the lease or, if that rate cannot be readily determined, the

Group’s incremental borrowing rate for the same term as the underlying lease.

Lease payments included in the initial measurement of lease liabilities comprise

fixed payments less any lease incentives receivable, variable lease payments

that depend on an index or a rate as at the commencement date, amounts

expected to be payable under residual value guarantees, the exercise price

of a purchase option if the lessee is reasonably certain to exercise that option

and payments of penalties for terminating the lease, if the lease term reflects

the lessee exercising an option to terminate the lease. Lease modifications

result in remeasurement of the lease liability.

Depreciation is recognised in both costs of services and general and

administrative costs and interest expense is recognised under finance costs

in the consolidated income statement.

The Group has elected to use the exemption not to recognise right-of-use

assets and lease liabilities for short-term leases that have a lease term of

12 months or less and exemption for leases of low-value assets (under $5,000).

The payments associated with these leases are recognised as cost of services

and general and administrative costs within the consolidated income

statement on a straight-line basis over the lease term.

The Group assesses at the reporting date whether there are any indicators

of impairment and performs an impairment test when an impairment indicator

exists. The Group tests a right-of-use asset as a stand-alone asset for impairment

when it either meets the definition of investment property which generates

independent cash flows or it is vacant with minimal to no continued operational

utility for the Group. When a right-of-use asset is tested as a stand-alone asset,

an impairment loss is recognised when the carrying amount of the right-of-use

asset exceeds its recoverable amount. The recoverable amount of a right-of-use

asset is estimated mainly based on the present value of the estimated sublease

income, discounted using the property yield rates.

TRANSLATION OF FOREIGN CURRENCIES

Foreign currency transactions are recorded at the rates in effect at the date

of the transaction. Monetary assets and liabilities denominated in foreign

currencies at the year end are translated at the year-end exchange rate.

Foreign currency gains and losses are credited or charged to the consolidated

income statement as they arise.

The income statements of foreign subsidiary undertakings, and goodwill

and fair value adjustments arising on the acquisition of a foreign entity, with

functional currencies other than pounds sterling, are translated into pounds

sterling at average exchange rates and the year-end net assets of these

companies are translated at year-end exchange rates.

Exchange differences arising from retranslation of foreign subsidiary

undertakings and on foreign currency borrowings (to the extent that they

hedge the Group’s investment in such operations) are reported in the

consolidated statement of comprehensive income.

HYPERINFLATION IN ARGENTINA AND TURKEY

The economies in Argentina and Turkey were designated as hyperinflationary

from 2018 and 2022, respectively, and the Group has applied IAS 29 Financial

Reporting in Hyperinflationary Economies to its operations in Argentina and

Turkey since these dates. The functional currencies for these operations are

Argentinian pesos (ARP) and Turkish lira (YTL).

In applying IAS 29, the ARP and the YTL non-monetary assets and liability

balances, held at historical cost, and results for the relevant financial years

have been revalued to their present value equivalent local currency amounts

at the reporting date based on consumer prices indices (CPI) issued by the

National Institute of Statistics and Censuses (INDEC) and the Turkish Statistical

Institute, respectively. The respective indices have risen by 118% and 44%

(2023: 211% and 65%) during the financial year. The revalued balances are

translated to GBP at the reporting date exchange rate in line with IAS 21 The

Effects of Changes in Foreign Exchange Rates.

The gain or loss on the revaluation of net monetary assets resulting from IAS 29

application is recognised in the consolidated income statement within other

income. The Group has presented the equity revaluation effects and the

impact of currency movements within other comprehensive income as such

amounts are deemed to meet the definition of ‘exchange differences'.

SHARE-BASED PAYMENTS

The Group issues equity-settled share-based payments, including share

options, to certain employees and accounts for these awards in accordance

with IFRS 2 Share-based Payment. Equity-settled share-based payments are

measured at fair value (excluding the effect of non-market-based vesting

conditions) at the date of grant. Details regarding the fair value of equity

settled share-based transactions are set out in note 21.

The fair value determined at the grant date is recognised in the consolidated

income statement as an expense on a straight-line basis over the relevant

vesting period with a corresponding increase in equity, based on the Group’s

estimate of the number of shares that will ultimately vest and adjusted for the

effect of non-market-based vesting conditions.

NON-CONTROLLING INTERESTS

Non-controlling interests in acquired companies are measured at the

non-controlling interests’ proportionate share of the acquiree’s identifiable net

assets. The acquisition of a non-controlling interest in a subsidiary, and the sale

of an interest while retaining control, is accounted for within equity, and the

cash cost of such purchases is included within financing activities in the cash

flow statement.

CLIMATE CHANGE CONSIDERATIONS

In preparing these consolidated financial statements, and in accordance with

the UK Listing Rule UKLR 6.6.6(8) and The UK Companies Regulations 2022,

414CB (2a), the potential impacts of climate change risks have been considered.

This primarily focused on the impairment assessments for goodwill and

intangible assets with indefinite useful lives; the carrying value and estimated

useful life of intangible assets, property, plant and equipment and right-of-use

assets; the measurement of deferred tax assets and provisions, including

post-employment benefits; and the going concern period and viability of

the Group over the next three years. There has been no material impact on

the consolidated financial statements for the years ended 31 December 2024

and 2023. The potential implications of climate change risks on the

consolidated financial statements will continue to be monitored and

assessed in future periods.

CRITICAL JUDGEMENTS AND ESTIMATION UNCERTAINTY

IN APPLYING ACCOUNTING POLICIES

Management is required to make key decisions and judgements whilst

acknowledging there is estimation uncertainty in the process of applying

the Group’s accounting policies. These estimates and judgements are

reviewed on an ongoing basis. Where judgement has been applied or

estimation uncertainty exists, the key factors taken into consideration are

disclosed in the accounting policies and the appropriate note in these

consolidated financial statements.

The most significant area of estimation uncertainty is:

Goodwill: the key areas of uncertainty in estimating the fair value less costs

to dispose of AKQA Group's recoverable value are the forecasted revenue less

pass-through costs and operating margin. Further details of AKQA Group's key

estimates and related sensitivities are included in note 11.

A CCOUNTING POLICIES CONTINUED

WPP ANNUAL REPORT 2024156

FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1. GENERAL INFORMATION

WPP plc is a company incorporated in Jersey. The address of the registered office is 22 Grenville Street, St Helier, Jersey, JE4 8PX and the address of the principal

executive office is Sea Containers, 18 Upper Ground, London, United Kingdom, SE1 9GL. The nature of the Group’s operations and its principal activities are set

out in note 2. These consolidated financial statements are presented in pounds sterling.

2. SEGMENT INFORMATION

The Group is a leading worldwide creative transformation organisation offering national and multinational clients a comprehensive range of communications,

experience, commerce and technology services. Substantially all of the Group’s revenue is from contracts with customers.

Reportable segments

The Group is organised into three reportable segments – Global Integrated Agencies, Public Relations and Specialist Agencies.

IFRS 8 Operating Segments requires operating segments to be identified on the same basis as used internally for the review of performance and allocation of

resources by the Group’s Chief Executive Officer (the Chief Operating Decision Maker). Provided certain quantitative and qualitative criteria are fulfilled, IFRS 8

permits aggregation of these operating segments into reportable segments for the purposes of disclosure in the Group’s financial statements. In assessing

the Group’s reportable segments, which includes the aggregation of certain operating segments, the Directors have had regard to the similar economic

characteristics of certain operating segments, their shared client bases, the similar nature of their products or services and their long-term margins, amongst

other factors.

Reported contributions were as follows:

	2024	2023 1	2022 1
	£m	£m	£m
Revenue 2
Global Integrated Agencies	12,562	12,532	12,133
Public Relations	1,156	1,262	1,233
Specialist Agencies	1,023	1,051	1,063
	14,741	14,845	14,429
Revenue less pass-through costs 2,3
Global Integrated Agencies	9,384	9,751	9,684
Public Relations	1,089	1,180	1,161
Specialist Agencies	886	929	955
	11,359	11,860	11,800
Headline operating profit 2,4
Global Integrated Agencies	1,482	1,480	1,427
Public Relations	166	191	192
Specialist Agencies	59	79	123
	1,707	1,750	1,742
Adjusting items within IFRS operating profit 4	(382)	(1,219)	(384)
Financing items 5	(330)	(255)	(138)
Earnings/(losses) from associates	36	70	(60)
Reported profit before tax	1,031	346	1,160

Notes

During the year ended 31 December 2024, the Group reallocated a number of businesses between Global Integrated Agencies, Specialist Agencies and Public Relations therefore changing

the composition of reportable segments reported to the Group’s Chief Operating Decision Maker. As required by IFRS 8, the prior year comparatives have been restated

Intersegment transactions have not been separately disclosed as they are not material

Revenue less pass-through costs is revenue less media and other pass-through costs. Pass-through costs comprise fees paid to external suppliers where they are engaged to perform part or all

of a specific project and are charged directly to clients, predominantly media costs. See note 3 to the consolidated financial statements for more details of these pass-through costs

Headline operating profit is defined on page 204. A reconciliation from reported profit before tax to headline operating profit is provided on page 196

Financing items include finance and investment income, finance costs and revaluation and retranslation of financial instruments

157WPP ANNUAL REPORT 2024

FINANCIAL STATEMENTS

2. SEGMENT INFORMATION CONTINUED

		Depreciation
		and	Goodwill
	Staff costs	amortisation 2	impairment 3
Other information	£m	£m	£m
2024
Global Integrated Agencies	6,330	327	158
Public Relations	761	35	12
Specialist Agencies	670	39	67
	7,761	401	237
2023 1
Global Integrated Agencies	6,491	361	40
Public Relations	821	40	–
Specialist Agencies	825	46	23
	8,137	447	63
2022 1
Global Integrated Agencies	6,530	370	–
Public Relations	815	37	4
Specialist Agencies	821	44	34
	8,166	451	38

Notes

During the year ended 31 December 2024, the Group reallocated a number of businesses between Global Integrated Agencies, Specialist Agencies and Public Relations therefore changing

the composition of reportable segments reported to the Group’s Chief Operating Decision Maker. As required by IFRS 8, the prior year comparatives have been restated

Depreciation of property, plant and equipment, depreciation of right-of-use assets and amortisation of other intangible assets

Goodwill impairment is excluded from headline earnings

Contributions by geographical area were as follows:

	2024	2023	2022
	£m	£m	£m
Revenue 1
North America 2	5,567	5,528	5,550
United Kingdom	2,185	2,155	2,004
Western Continental Europe	3,013	3,037	2,876
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe	3,976	4,125	3,999
	14,741	14,845	14,429
Revenue less pass-through costs 1,3
North America 2	4,394	4,556	4,688
United Kingdom	1,588	1,626	1,537
Western Continental Europe	2,375	2,411	2,319
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe	3,002	3,267	3,256
	11,359	11,860	11,800
Headline operating profit 1,4
North America 2	825	834	771
United Kingdom	237	215	187
Western Continental Europe	259	258	301
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe	386	443	483
	1,707	1,750	1,742
Adjusting items within IFRS operating profit 4	(382)	(1,219)	(384)
Financing items 5	(330)	(255)	(138)
Earnings/(losses) from associates	36	70	(60)
Reported profit before tax 4	1,031	346	1,160

Notes

Interregional transactions have not been separately disclosed as they are not material

North America includes the United States with revenue of £5,203 million (2023: £5,187 million, 2022: £5,231 million), revenue less pass-through costs of £4,115 million (2023: £4,271 million,

2022: £4,402 million) and headline operating profit of £766 million (2023: £785 million, 2022: £726 million)

Revenue less pass-through costs is revenue less media and other pass-through costs. Pass-through costs comprise fees paid to external suppliers where they are engaged to perform part

or all of a specific project and are charged directly to clients, predominantly media costs. See note 3 to the consolidated financial statements for more details of these pass-through costs

Headline operating profit is defined on page 204. A reconciliation from reported profit before tax to headline operating profit is provided on page 196

Financing items include finance and investment income, finance costs and revaluation and retranslation of financial instrument s

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

WPP ANNUAL REPORT 2024158

FINANCIAL STATEMENTS

2. SEGMENT INFORMATION CONTINUED

	2024	2023
	£m	£m
Non-current assets 1
North America 2	4,736	5,218
United Kingdom	1,666	1,670
Western Continental Europe	2,512	2,696
Asia Pacific, Latin America, Africa & Middle East
and Central & Eastern Europe	2,607	2,739
	11,521	12,323

Notes

Non-current assets excluding financial derivatives and deferred tax assets

North America includes the United States with non-current assets of £4,427 million

(2023: £5,114 million)

3. COSTS OF SERVICES AND GENERAL AND ADMINISTRATIVE COSTS

	2024	2023	2022
	£m	£m	£m
Costs of services	12,290	12,326	11,890
General and administrative costs	1,126	1,988	1,181
	13,416	14,314	13,071

Costs of services and general and administrative costs include:

	2024	2023	2022
	£m	£m	£m
Staff costs (note 5)	7,761	8,137	8,166
Establishment costs	472	516	536
Media pass-through costs	2,523	2,174	1,906
Other costs of services and general
and administrative costs 1	2,660	3,487	2,463
	13,416	14,314	13,071

Note

Other costs of services and general and administrative costs include £859 million

(2023: £811 million, 2022: £724 million) of other pass-through costs

Other costs of services and general and administrative costs include the

following significant items:

	2024	2023	2022
	£m	£m	£m
Goodwill impairment (note 11)	237	63	38
Amortisation and impairment
of acquired intangible assets	93	728	62
Other impairment charges	26	18	77
Restructuring and transformation costs	251	196	219
Property-related restructuring costs	26	232	18
(Gains)/losses on disposals of investments and subsidiaries	(322)	(7)	36
Legal provision charges/(gains)	68	(11)	–

Amortisation and impairment of acquired intangible assets of £93 million

(2023: £728 million, 2022: £62 million) includes accelerated amortisation

charges of £20 million (2023: £650 million, 2022: £1 million) in relation to certain

brands that no longer have an indefinite useful life due to the creation of

Burson. The 2023 charge of £728 million includes £650 million of accelerated

amortisation charges, predominately due to the creation of VML in the fourth

quarter of 2023.

Other impairment charges of £26 million (2023: £18 million, 2022: £77 million)

primarily relate to the impairment of associates. The 2022 charge of £77 million

included a £29 million impairment of capitalised configuration and customisation

costs related to software development projects.

Restructuring and transformation costs of £251 million (2023: £196 million,

2022: £219 million) include £90 million (2023: £113 million, 2022: £134 million)

in relation to the Group’s IT transformation programme. These IT costs include

costs of £56 million (2023: £52 million, 2022: £97 million) in relation to the

rollout of new ERP systems in order to drive efficiency and collaboration

throughout the Group; and £29 million (2023: £38 million, 2022: nil) related

to an IT-transition programme to move to a multi-vendor environment.

Restructuring and transformation costs also include £144 million (2023:

£73 million, 2022: £70 million) of costs related to the continuing transformation

plan, including the creation of VML and Burson, and simplification of GroupM.

The prior year costs includes restructuring actions at under-performing

businesses, aimed to reduce ongoing costs and simplify operational

structures. Also included within restructuring and transformation costs is

£17 million (2023: £10 million, 2022: £15 million) of ongoing property costs,

related to property impairments the Group recognised in prior years in

response to the Covid-19 pandemic.

Property-related restructuring costs of £26 million (2023: £232 million,

2022: £18 million) includes £23 million (2023: nil, 2022: nil) of on-going

property costs related to property impairments recognised in the prior year

as part of the Group’s property requirements review. The impairment charges

included within property-related costs include £1 million (2023: £129 million,

2022: £18 million) in relation to right-of-use assets and £2 million (2023:

£56 million, 2022: nil) of related property, plant and equipment.

Gains on disposal of investment and subsidiaries of £322 million (2023: £7 million,

2022: loss of £36 million) predominately represents the gain on disposal of

FGS Global of £275 million (refer to note 28).

Legal provision charges of £68 million (2023: £11 million gain, 2022: nil) have

been recognised, with the provision at 31 December 2024 representing

management's best estimate of its obligation in relation to certain on-going

legal proceedings and claims.

Auditors’ remuneration:

	2024	2023	2022
	£m	£m	£m
Fees payable to the Company’s
auditors for the audit of the Company
and Group’s annual accounts	18	10	8
Fees payable for the audit of the Company’s subsidiaries	26	30	29
Fees payable to the auditors
pursuant to legislation 1	44	40	37
Audit-related services 1, 2	1	1	–
Other assurance services – PwC	–	–	–
Other assurance services – Deloitte	1	1	1
Tax compliance services	–	–	–
Total other fees	2	2	1
Total fees	46	42	38

Notes

Includes fees in respect of the audit of internal control over financial reporting. With effect

from 2024, following a competitive tender process, PricewaterhouseCoopers LLP (PwC) was

appointed as auditor of the Company, replacing Deloitte LLP (Deloitte). Fees payable for the

audit of the Company and Group's annual accounts, the audit of the Company's subsidiaries,

and audit-related services during the year ended 31 December 2024 relate to PwC and for the

years ended 31 December 2023 and 31 December 2022 to Deloitte

Audit-related assurance services are predominantly in respect of the review of the interim

financial information

159WPP ANNUAL REPORT 2024

FINANCIAL STATEMENTSNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

4. EARNINGS/(LOSSES) FROM ASSOCIATES

	2024	2023	2022
	£m	£m	£m
Share of profits/(losses) of associates (note 13)	34	25	(60)
Dividends received from nil carrying
value associates	2	45	–
Earnings/(losses) from associates	36	70	(60)

Earnings/(losses) from associates was £36 million in 2024 (2023: earnings

of £70 million, 2022: losses of £60 million). This includes £2 million of non-

refundable distributions received from Kantar, (2023: £45 million, 2022: nil)

which are recorded in the income statement (non headline) given the Group's

balance sheet investment in Kantar is nil. The carrying value of the Kantar

investment is nil as the share of accumulated losses exceeds the Group's

interest in Kantar. No further losses are being recognised, and the Group

will only resume recognising its share of profits after its share of profits

equals the share of losses not previously recognised. The loss in 2022 included

£76 million of amortisation and impairment of acquired intangible assets as

well as restructuring and one-off transaction costs of £55 million within Kantar.

5. OUR PEOPLE

Our monthly average staff numbers by geographical distribution were

as follows:

	2024	2023	2022
North America	22,474	23,562	23,740
United Kingdom	11,816	12,457	12,490
Western Continental Europe	22,533	23,580	22,717
Asia Pacific, Latin America, Africa & Middle
East and Central & Eastern Europe	54,458	55,133	55,182
	111,281	114,732	114,129

Their reportable segment distribution was as follows:

	2024	2023	2022
Global Integrated Agencies	95,053	97,8 3 8	97, 28 8
Public Relations	7,742	8,377	8,125
Specialist Agencies	8,486	8,517	8,716
	111,281	114,732	114,129

At the end of 2024, staff numbers were 108,044 (2023: 114,173, 2022: 115,473).

Staff costs

include:

	2024	2023	2022
	£m	£m	£m
Wages and salaries	5,622	5,879	5,721
Cash-based incentive plans	242	233	293
Share-based incentive plans (note 21)	109	140	122
Social security costs	692	715	689
Pension costs (note 22)	215	213	205
Severance	61	78	44
Other staff costs	820	879	1092
	7,761	8,137	8,166

Note

Additional staff costs of £137 million (2023: £71 million, 2022: £16 million) are included within

Restructuring and transformation costs disclosed in note 3

Compensation for key management personnel includes:

	2024	2023	2022
	£m	£m	£m
Short-term employee benefits	27	28	30
Pensions and other post-retirement benefits	1	1	1
Share-based payments	19	30	30
	47	59	61

Key management personnel comprises the Board and the Executive Committee.

6. FINANCE AND INVESTMENT INCOME, FINANCE COSTS AND

REVALUATION AND RETRANSLATION OF FINANCIAL INSTRUMENTS

Finance and investment income arise from:

	2024	2023	2022
	£m	£m	£m
Financial assets measured at amortised cost	123	111	118
Financial assets measured at fair value through profit and loss	11	13	24
Other interest income	3	3	3
	137	127	145

Finance costs arise from:

	2024	2023	2022
	£m	£m	£m
Interest on bank overdrafts, bonds
and bank loans	309	273	258
Interest expense related to lease liabilities	98	106	96
Interest on other long-term employee benefits	6	6	3
Net interest expense on pension plans	4	4	2
	417	389	359

Revaluation and retranslation of financial instruments include:

	2024	2023	2022
	£m	£m	£m
Movements in fair value of derivative
financial instruments	(17)	(3)	1
Premium on the early repayment of bonds	(16)	–	–
Revaluation of investments and other assets
held at fair value through profit or loss	(24)	(21)	23
Remeasurement of put options over non-controlling interests	(10)	(1)	28
Revaluation of contingent
consideration liabilities	1	51	26
Retranslation of financial instruments	16	(19)	(2)
Net revaluation and retranslation of financial
instrument (loss)/gain	(50)	7	76

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

WPP ANNUAL REPORT 2024160

FINANCIAL STATEMENTS

7. TAX ATION

In 2024, the effective tax rate on reported profit before taxation was 39.0%

(2023: 43.1%, 2022: 33.1%).

The tax charge comprises:

	2024	2023	2022
	£m	£m	£m
Corporation tax
Current year	466	433	427
Prior years	(42)	(86)	(56)
	424	347	371
Deferred tax
Current year	6	(197)	9
Prior years	(28)	(1)	5
	(22)	(198)	14
Tax charge	402	149	385

The tax charge for 2024 includes the Group's assessment of the impact of

OECD Pillar Two income taxes, which was insignificant to the tax charge.

The IAS 12 exception to recognise deferred tax assets and liabilities related

to Pillar Two income taxes has been applied.

The corporation tax credit for prior years in 2024, 2023 and 2022 primarily

comprises the movement in provisions for tax uncertainties due to expiry

of relevant statutes of limitations and reassessment of existing exposures.

In 2023, the deferred tax credit of £197 million reflected the tax impact of

accelerated amortisation of intangible assets as a result of the creation of VML.

The tax charge for the year can be reconciled to profit before taxation in the

consolidated income statement as follows:

	2024	2023	2022
	£m	£m	£m
Profit before taxation	1,031	346	1,160
Tax at the corporation tax rate of 25.0% 1	258	81	220
Tax effect of (earnings)/losses from associates	(9)	(15)	17
Irrecoverable withholding taxes	29	35	26
Tax effect of items that are not deductible
in determining taxable profits	101	39	68
Tax effect of non-deductible goodwill
impairment	65	16	7
Effect of different tax rates in subsidiaries
operating in other jurisdictions	18	42	94
Origination and reversal of unrecognised
temporary differences	(10)	9	(1)
Tax losses not recognised or utilised in the year	21	44	10
Utilisation of tax losses not previously
recognised	(6)	(15)	(5)
Net release of prior year provisions in relation
to acquired businesses	–	(4)	(3)
Other prior year adjustments	(70)	(83)	(48)
Impact of OECD Pillar Two income taxes	5	–	–
Tax charge	402	149	385
Effective tax rate on profit before tax	39.0%	43.1%	33.1%

Note

As the Group is subject to the tax rates of more than one country, it has chosen to present

its reconciliation of the tax charge using the UK corporation tax rate of 25.0% (2023: 23.5%,

2022: 19.0%)

FACTORS AFFECTING THE TAX CHARGE IN FUTURE YEARS

The tax charge may be affected by the impact of acquisitions, disposals and

other corporate restructurings, the resolution of open tax issues, and the

ability to use brought forward tax losses. Changes in local or international tax

rules, and changes arising from the application of existing rules, new demands

and assessments or challenges by tax authorities, may expose the Group to

additional tax liabilities or impact the carrying value of deferred tax assets,

which could affect the future tax charge.

Liabilities relating to open and judgemental matters are based upon an

assessment of whether the tax authorities will accept the position taken,

after considering external advice where appropriate. Where the final tax

outcome of these matters is different from the amounts which have been

recorded, such differences will impact the current and deferred income tax

assets and liabilities in the period in which such determination is made.

The Group does not currently consider that judgements made in assessing

tax liabilities have a significant risk of resulting in any material additional

charges or credits in respect of these matters, within the next financial year.

TAX RISK MANAGEMENT

The Group looks to maintain open and transparent relationships with the tax

authorities and relevant government representatives in the jurisdictions in

which the Group operates. We maintain active engagement with a wide range

of international companies and business organisations with similar issues.

We engage advisors and legal counsel to obtain opinions on tax legislation

and principles. We have a Tax Risk Management Strategy in place which sets

out the controls established and our assessment procedures for decision

making and how we monitor tax risk. We monitor proposed changes in

taxation legislation and ensure these are taken into account when we consider

our future business plans. Our Directors are informed by management of any

significant tax law changes, the nature and status of any significant ongoing

tax audits, and other developments that could materially affect the Group’s

tax position.

8. EARNINGS PER SHARE ("EPS")

BASIC EPS

The calculation of basic EPS is as follows:

	2024	2023	2022
Profit for the year attributable to
equity holders of the parent (£ million)	542	110	683
Weighted average number of shares
used in basic EPS calculation (million)	1,077	1,072	1,098
Basic EPS	50.3p	10.3p	62.2p

DILUTED EPS

The calculation of diluted EPS is as follows:

	2024	2023	2022
Profit for the year attributable to
equity holders of the parent (£ million)	542	110	683
Weighted average number of shares
used in diluted EPS calculation (million)	1,097	1,094	1,116
Diluted EPS	49.4p	10.1p	61.2p

At 31 December 2024, options to purchase 28 million ordinary shares

(2023: 25 million, 2022: 20 million) were outstanding, but were excluded

from the computation of diluted earnings per share because the exercise

prices of these options were greater than the average market price of the

Group’s shares and, therefore, their inclusion would have been accretive.

A reconciliation between the shares used in calculating basic and diluted EPS

is as follows:

	2024	2023	2022
	m	m	m
Weighted average number of shares
used in basic EPS calculation	1,077	1,072	1,098
Dilutive share options outstanding	–	1	1
Other potentially issuable shares	20	21	17
Weighted average number of shares
used in diluted EPS calculation	1,097	1,094	1,116

At 31 December 2024 there were 1,091,394,251 (2023: 1,141,513,196, 2022:

1,141,427,296) ordinary shares in issue, including 12,591,893 treasury shares

(2023: 66,675,497, 2022: 70,489,953).

161WPP ANNUAL REPORT 2024

FINANCIAL STATEMENTSNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

9. ANALYSIS OF CASH FLOWS

The following tables analyse the net cash inflow from operating activities

presented within the main cash flow statement on page 148.

Net cash from operating activities:

	2024	2023	2022
	£m	£m	£m
Profit for the year	629	197	775
Taxation	402	149	385
Revaluation and retranslation
of financial instruments	50	(7)	(76)
Finance costs	417	389	359
Finance and investment income	(137)	(127)	(145)
(Earnings)/losses from associates	(36)	(70)	60
Operating profit	1,325	531	1,358
Adjustments for:
Non-cash share-based incentive plans
(including share options)	109	140	122
Depreciation of property, plant and equipment	156	165	167
Depreciation of right-of-use assets	213	257	262
Impairment charges included within
restructuring costs 1	3	185	43
Goodwill impairment	237	63	38
Amortisation and impairment
of acquired intangible assets	93	728	62
Amortisation of other intangible assets	32	25	22
Other impairment charges	26	18	77
(Gains)/losses on disposal of investments and subsidiaries	(322)	(7)	36
Gains on remeasurement of equity interests
arising from a change in scope of ownership	–	–	(66)
Other transaction costs	10	–	–
Gains of sale of property, plant and equipment	(7)	–	(6)
Operating cash flow before movements
in working capital and provisions	1,875	2,105	2,115
Decrease/(increase) in trade receivables
and accrued income	309	232	(499)
Increase/(decrease) in trade payables
and deferred income	31	(238)	171
Decrease/(increase) in other receivables	16	125	(154)
Decrease in other payables	(240)	(445)	(327)
Increase/(decrease) in provisions	69	66	(38)
Cash generated by operations	2,060	1,845	1,268
Corporation and overseas tax paid	(392)	(395)	(391)
Interest paid on lease liabilities	(95)	(103)	(92)
Other interest and similar charges paid	(306)	(275)	(210)
Interest received	109	116	88
Investment income	11	13	25
Dividends from associates	31	43	38
Contingent consideration payments
recognised in operating activities 2	(10)	(6)	(25)
Net cash inflow from operating activities	1,408	1,238	701

Notes

Impairment charges included within restructuring costs includes impairments for right-of-use

assets, property, plant and equipment and other intangible assets

Contingent consideration payments in excess of the amount determined at acquisition are

recorded as operating activities

Acquisitions and disposals:

	2024	2023	2022
	£m	£m	£m
Initial cash consideration	(47)	(227)	(218)
Cash and cash equivalents acquired	14	23	39
Contingent consideration payments
recognised in investing activities 1	(87)	(53)	(47)
Purchase of other investments
(including associates)	(33)	(10)	(10)
Acquisitions	(153)	(267)	(236)
Proceeds on disposal of investments
and subsidiaries 2	646	100	50
Cash and cash equivalents disposed	(93)	(1)	(12)
Disposals of investments and subsidiaries	553	99	38
Cash consideration received from non-controlling interests	–	46	–
Cash consideration for purchase of non-controlling interests	(87)	(16)	(84)
Cash consideration for non-controlling interests 3	(87)	30	(84)
Net acquisition payments and disposal proceeds	313	(138)	(282)

Notes

Contingent consideration payments in excess of the amount determined at acquisition are

recorded as operating activities

Proceeds on disposal of investments and subsidiaries includes return of capital from investments

in associates

Cash consideration for non-controlling interests is included within financing activities

Share repurchases and buybacks:

	2024	2023	2022
	£m	£m	£m
Purchase of own shares by ESOP Trusts	(82)	(54)	(55)
Shares purchased into treasury for cancellation	–	–	(807)
Net cash outflow	(82)	(54)	(862)

10. LEASES

The movements in 2024 and 2023 were as follows:

	Land and	Plant and
	buildings	machinery	Total
Right-of-use assets	£m	£m	£m
1 January 2023	1,482	46	1,528
Additions	255	50	305
Transfers to net investment in subleases	(5)	–	(5)
Disposals	(9)	(1)	(10)
Depreciation of right-of-use assets	(236)	(21)	(257)
Impairment charges included within
restructuring costs	(129)	–	(129)
Exchange adjustments	(49)	(1)	(50)
31 December 2023	1,309	73	1,382
Additions	334	24	358
Disposals	(82)	(21)	(103)
Depreciation of right-of-use assets	(197)	(16)	(213)
Impairment charges included within
restructuring costs	(1)	−	(1)
Exchange adjustments	(35)	(3)	(38)
31 December 2024	1,328	57	1,385

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

WPP ANNUAL REPORT 2024162

FINANCIAL STATEMENTS

10. LEASES CONTINUED

The movements in 2024 and 2023 were as follows:

	Land and	Plant and
	buildings	machinery	Total
Lease liabilities	£m	£m	£m
1 January 2023	2,162	48	2,210
Additions	238	50	288
Interest expense related to lease liabilities	103	3	106
Disposals	(11)	(2)	(13)
Repayment of lease liabilities (including
interest)	(340)	(22)	(362)
Exchange adjustments	(74)	(1)	(75)
31 December 2023	2,078	76	2,154
Additions	291	16	307
Interest expense related to lease liabilities	95	3	98
Disposals	(105)	(21)	(126)
Repayment of lease liabilities (including
interest)	(359)	(18)	(377)
Exchange adjustments	(33)	(3)	(36)
31 December 2024	1,967	53	2,020

The following table shows the breakdown of the lease expense between

amounts charged to operating profit and amounts charged to finance costs:

	2024	2023	2022
	£m	£m	£m
Depreciation of right-of-use assets:
Land and buildings	(197)	(236)	(245)
Plant and machinery	(16)	(21)	(17)
Impairment charges	(1)	(129)	(34)
Short-term lease expense	(21)	(22)	(20)
Low-value lease expense	(2)	(3)	(2)
Variable lease expense	(48)	(45)	(57)
Sublease income	20	17	19
Charge to operating profit	(265)	(439)	(356)
Interest expense related to lease liabilities	(98)	(106)	(96)
Charge to profit before taxation for leases	(363)	(545)	(452)

Variable lease payments primarily include real estate taxes and insurance costs.

The maturity of lease liabilities at 31 December 2024 and 2023 were as follows:

	2024	2023
	£m	£m
Within one year	353	406
Between one and two years	307	327
Between two and three years	281	282
Between three and four years	256	261
Between four and five years	235	231
Over five years	1,260	1,265
	2,692	2,772
Effect of discounting	(672)	(618)
Lease liability at end of year	2,020	2,154
Short-term lease liability	240	292
Long-term lease liability	1,780	1,862

The total committed undiscounted future cash flows for leases not yet

commenced at 31 December 2024 is £114 million (2023: £280 million).

The Group does not face a significant liquidity risk with regard to its lease

liabilities. Refer to note 23 for management of liquidity risk.

11. INTANGIBLE ASSETS

GOODWILL

The movements in 2024 and 2023 were as follows:

	£m
Cost
1 January 2023	12,144
Additions 1	319
Disposals	–
Exchange adjustments	(484)
31 December 2023	11,979
Additions 1	27
Disposals	(466)
Exchange adjustments	(146)
31 December 2024	11,394
Accumulated impairment losses
1 January 2023	3,691
Impairment losses for the year	63
Exchange adjustments	(164)
31 December 2023	3,590
Impairment losses for the year	237
Exchange adjustments	(43)
31 December 2024	3,784
Net book value
31 December 2024	7,610
31 December 2023	8,389
1 January 2023	8,453

Note

Additions represent goodwill arising on the acquisition of subsidiary undertakings including

the effect of any revisions to fair value adjustments that had been determined provisionally at

the immediately preceding balance sheet date, as permitted by IFRS 3 Business Combinations.

The effect of such revisions was not material in either year presented

OTHER INTANGIBLE ASSETS

The movements in 2024 and 2023 were as follows:

	Brands		Internally
	with an		generated
	indefinite	Acquired	intangibles
	useful life	intangibles	and other²	Total
	£m	£m	£m	£m
Cost
1 January 2023	1,166	1,073	281	2,520
Additions	−	−	40	40
Disposals and derecognition	−	(15)	(52)	(67)
Reclassifications	(665)	665	–	–
Acquisitions	−	138	3	141
Other movements 1	−	−	17	17
Exchange adjustments	(29)	(47)	(9)	(85)
31 December 2023	472	1,814	280	2,566
Additions	−	–	47	47
Disposals and derecognition	(2)	(820)	(38)	(860)
Acquisitions	–	17	–	17
Other movements 1	–	14	6	20
Exchange adjustments	(1)	(12)	–	(13)
31 December 2024	469	1,013	295	1,777

163WPP ANNUAL REPORT 2024

FINANCIAL STATEMENTSNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

11. INTANGIBLE ASSETS CONTINUED

	Brands		Internally
	with an		generated
	indefinite	Acquired	intangibles
	useful life	intangibles	and other 2	Total
	£m	£m	£m	£m
Amortisation and impairment
1 January 2023	63	784	221	1,068
Charge for the year	–	728	25	753
Other movements 1	−	−	(1)	(1)
Disposals and derecognition	−	(15)	(52)	(67)
Exchange adjustments	(3)	(27)	(7)	(37)
31 December 2023	60	1,470	186	1,716
Charge for the year	−	93	32	125
Other movements 1	−	−	1	1
Disposals and derecognition	−	(759)	(37)	(796)
Exchange adjustments	−	(7)	1	(6)
31 December 2024	60	797	183	1,040
Net book value
31 December 2024	409	216	112	737
31 December 2023	412	344	94	850
31 December 2022	1,103	289	60	1,452

Notes

Other movements in acquired intangibles include revisions to fair value adjustments that are not

material arising on the acquisition of subsidiary undertakings that had been determined provisionally

at the immediately preceding balance sheet date, as permitted by IFRS 3 Business Combinations

Other intangible assets are primarily comprised of purchased software. In 2023, this included

reclassifications of items previously recorded in trade and other receivables

Acquired intangible assets at net book value at 31 December 2024 include

brand names of £83 million (2023: £135 million), customer-related intangibles

of £50 million (2023: £108 million) and other assets (including proprietary tools)

of £83 million (2023: £101 million).

Goodwill and other intangible assets are grouped at the lowest levels for

which there are separately identifiable cash flows, known as cash-generating

units (CGUs). The determination of the Group's CGUs is primarily aligned

with its operating segments. If cash flows from assets within one operating

segment are largely independent of the cash flows from other assets in

the same operating segment, multiple CGUs are identified within that

operating segment.

CGUs with significant goodwill and brands with an indefinite useful life as at

31 December are:

				Brands with an
	Goodwill 1			indefinite useful life
	2024	2023	2024	2023
	£m	£m	£m	£m
GroupM	3,200	3,255	–	–
VML 2	1,905	–	–	–
Wunderman Thompson 2	–	1,165	–	–
VM LY&R 2	–	815	–	–
Ogilvy	795	809	212	213
BCW 3	–	619	–	113
Burson 3	746	–	111	–
Hill & Knowlton 3	–	142	33	33
AKQA Group	435	600	–	–
FGS Global	–	452	–	–
Landor	89	115	53	53
Other	440	417	–	–
	7,610	8,389	409	412

Notes

Certain operations have been realigned between the various networks. These realignments have

been reflected in the CGUs being tested. The most significant realignments are detailed below

Following the announcement to merge VMLY&R and Wunderman Thompson in the fourth quarter

2023, goodwill for these businesses has been combined within the VML CGU effective

1 January 2024, when the merger formally completed. At 31 December 2023, VMLY&R and

Wunderman Thompson were separate CGUs with goodwill of £815 million and £1,165 million

respectively

Following the decision to merge BCW and Hill & Knowlton in January 2024, goodwill for these

businesses has been combined within the Burson CGU effective 1 July 2024, when the merger

formally completed. Indefinite lived brands associated with Hill & Knowlton and Burson continue

to be identified in separate CGUs for 2024. In 2023, goodwill of £619 million and indefinite lived

brands of £113 million were recognised for BCW and goodwill of £142 million and indefinite lived

brands of £33 million were recognised for Hill & Knowlton

'Other' represents goodwill on a large number of CGUs, none of which contain

goodwill that is individually significant in comparison to the total carrying

value of goodwill. Separately identifiable brands with an indefinite useful life

are carried at historical cost in accordance with the Group’s accounting policy

for intangible assets.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

WPP ANNUAL REPORT 2024164

FINANCIAL STATEMENTS

11. INTANGIBLE ASSETS CONTINUED

IMPAIRMENT ASSESSMENT PROCESS

Due to the significant number of CGUs across the Group, the impairment test

was performed in two steps. In the first step, a discounted cash flow is used

to determine the value in use (VIU) for each CGU using the latest available

forecasts for 2024 and/or 2025, nil growth rate thereafter (2023: nil) and a

conservative pre-tax discount rate of 13.3% (2023: 14.7%). The pre-tax discount

rate of 13.3% was above the rate calculated for the global networks of 12.3%

(2023: 13.7%). For smaller CGUs that operate primarily in a particular region

subject to higher risk, the greater of 13.3% or 100 basis points above the

regional discount rate was used in the first step.

The VIU for each CGU was then compared to the carrying amount, which

includes goodwill, intangible assets and other relevant assets. CGUs where

the VIU exceeded the carrying amount were not considered to be impaired.

Those CGUs where the VIU did not exceed the carrying amount were then

further reviewed in the second step.

In the second step, these CGUs were retested for impairment using more

refined assumptions. This included using a CGU-specific pre-tax discount rate

and management forecasts for a projection period of up to five years, followed

by an assumed long-term growth rate of 2.0% (2023: 2.0%). If the higher of

the fair value less costs of disposal (FVLCD) or VIU using the more specific

assumptions did not exceed the carrying value of a CGU, an impairment

charge was recorded. VIU was used for all CGUs with significant carrying

amount of goodwill or indefinite life intangible assets other than AKQA Group

and Landor, where the FVLCD method was used.

The assumptions used for estimating cash flow projections in the Group’s

impairment testing include forecasted revenue less pass-through costs

growth, operating margins, long-term growth rate, and discount rates.

The assumptions take into account the business’s expectations for the

projection period. These expectations consider the macroeconomic

environment, industry and market conditions, the CGU’s historical

performance and any other circumstances particular to the business,

such as business strategy and client mix.

The discount rates were determined with the support of a third-party

expert, which included benchmarking against other comparable companies.

The pre-tax discount rate applied to the pre-tax cash flow projections for

the CGUs that operate globally was 12.3% (2023: 13.7%). The pre-tax discount

rates applied to the CGUs that have more regional specific operations ranged

from 11.5% (2023: 12.6%) to 18.4% (2023: 28.4%). For CGUs with significant

carrying value where the FVLCD method was used in 2024, a post-tax discount

rate of 10.5% was applied to post-tax cash flows.

The long-term growth rate is derived from management’s best estimate of

the likely long-term trading performance with reference to external industry

reports and other relevant market trends. At 31 December 2024, the Group

has assessed long-term industry trends based on recent historical data and

assumed a long-term growth rate of 2.0% (2023: 2.0%) for CGUs using both

VIU and FVLCD methods. Management engaged a third-party expert to

support in calculating a long-term growth rate. Management is satisfied with

the reasonableness of the long-term growth rate when compared against

independent market growth projections and long-term country inflation rates.

The recoverable amount for CGUs assessed under the FVLCD method was

calculated using a discounted cash flow approach, for a projection period

up to five years, adjusted to reflect a market participant's perspective.

Assumptions used include, but are not limited to, forecasted revenue less

pass-through costs growth and operating margins, long-term growth rates

and post-tax discount rate and have been determined using the same

approach described above for VIU. These assumptions are considered

Level 3 in the fair value hierarchy.

AMORTISATION AND IMPAIRMENT

The total amortisation and impairment of acquired intangible assets of

£93 million (2023: £728 million, 2022: £62 million) includes a charge of

£21 million (2023: £650 million, 2022: £1 million) predominantly in regard to

certain brands that no longer have any useful life. This includes accelerated

amortisation charges of £20 million for the C&W brands within the BCW CGU,

due to the Burson merger, which formally completed on 1 July 2024.

In accordance with the Group’s accounting policy, the carrying values of

goodwill and intangible assets with indefinite useful lives are reviewed for

impairment annually or more frequently if events or changes in circumstances

indicate that the asset might be impaired. The impairment review is undertaken

annually on 30 September. The goodwill impairment charge of £237 million

(2023: £63 million, 2022: £38 million) recognised during the year relates to

businesses in the Group where the impact of macroeconomic conditions and

trading circumstances indicate impairment to the carrying value. In 2024,

£158 million of the impairment charge related to the Global Integrated

Agencies segment (2023: £40 million, 2022: nil), £12 million related to the

Public Relations segment (2023: nil, 2022: £4 million) and £67 million related

to the Specialist Agencies segment (2023: £23 million, 2022: £34 million).

AKQA GROUP

During 2024, AKQA Group, part of the Global Integrated Agencies reportable

segment, performed below expectations following macroeconomic pressure

impacting project-based work. This resulted in AKQA Group net book value

exceeding its recoverable amount; therefore, management has recognised an

impairment of £158 million to record the AKQA Group CGU at its recoverable

amount of £491 million. The AKQA Group goodwill impairment charge is the

majority of the £237 million total goodwill impairment charge across the Group.

The recoverable amount of AKQA Group has been calculated on a FVLCD

basis (2023: VIU basis). The FVLCD of AKQA Group was determined using a

discounted cash flow approach with future cash flows based upon a projection

period of up to five years, with cash flows beyond the projection period based

on a long-term growth rate, reduced by the estimated costs to dispose of the

CGU. The valuation used a post-tax discount rate of 10.5% (2023: pre-tax

discount rate 13.7%) and a long-term growth rate of 2.0% (2023: 2.0%).

The determination of the recoverable amount for AKQA Group in the 2024

impairment assessment incorporates certain assumptions, some of which are

subject to considerable uncertainty. These assumptions include, but are not

limited to, forecasted revenue less pass-through costs growth and operating

margins, long-term growth rates and post-tax discount rate. Forecasted

revenue less pass-through costs growth and operating margins are the key

areas of estimation uncertainty.

The key inputs, which are considered Level 3 in the fair value hierarchy, used

in determining the recoverable amount were determined as follows:

– Long-term growth rate, aligned to the Group’s expected long-term growth

– Forecasted revenue less pass-through costs and operating margins for five

years, based on values determined by the Group’s budgeting and strategic

planning process, adjusted to reflect a market participant's perspective,

and representing a recovery of operating margins to historical levels given

under-performance in 2024

– Discount rate, calculated based on the Group’s estimated weighted average

cost of capital, with reference to the Group’s long-term average cost of

debt and estimated cost of equity, which is derived with reference to

external sources of information and the Group’s target gearing ratio,

adjusted for specific risk factors relevant to the CGU.

An approximately 2.0% reduction in operating margin, inclusive of revenue

less pass-through costs, through the forecast period and into perpetuity

would result in a further impairment of £70 million.

Other than described above, there are no CGUs or goodwill balances,

including Landor and the others impaired in the year, for which a reasonably

possible change in key assumptions would lead to a further significant

impairment charge.

165WPP ANNUAL REPORT 2024

FINANCIAL STATEMENTSNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

12. PROPERTY, PLANT AND EQUIPMENT

The movements in 2024 and 2023 were as follows:

				Fixtures,
		Freehold	Leasehold	fittings and	Computer
	Land	buildings	buildings	equipment	equipment	Total
	£m	£m	£m	£m	£m	£m
Cost
1 January 2023	40	92	1,179	165	447	1,923
Additions	4	3	88	17	65	177
Acquisitions	–	–	1	–	–	1
Disposals and derecognition	–	–	(156)	(51)	(96)	(303)
Exchange
adjustments	(32)	(61)	(51)	(12)	(26)	(182)
31 December 2023	12	34	1,061	119	390	1,616
Additions	–	2	69	15	76	162
Acquisitions	–	–	–	–	–	–
Disposals and derecognition	(3)	(4)	(158)	(58)	(83)	(306)
Reclassification	(64)	64	–	–	–	–
Exchange
adjustments	91	48	(11)	(7)	4	125
31 December 2024	36	144	961	69	387	1,597
Depreciation and impairment
1 January 2023	–	2	532	80	308	922
Charge for the year	–	1	70	25	69	165
Impairment charges
included within
restructuring costs	–	–	52	3	1	56
Disposals and derecognition	–	–	(145)	(49)	(94)	(288)
Exchange
adjustments	–	–	(29)	(14)	(24)	(67)
31 December 2023	–	3	480	45	260	788
Charge for the year	–	1	65	23	67	156
Impairment charges
included within
restructuring costs	–	–	2	–	–	2
Disposals and derecognition	–	(2)	(120)	(52)	(80)	(254)
Exchange
adjustments	–	–	15	(9)	(10)	(4)
31 December 2024	–	2	442	7	237	688
Net book value
31 December 2024	36	142	519	62	150	909
31 December 2023	12	31	581	74	130	828
1 January 2023	40	90	647	85	139	1,001

At 31 December 2024, capital commitments contracted, but not provided

for in respect of property, plant and equipment, were £14 million

(2023: £38 million).

13. INTERESTS IN ASSOCIATES AND OTHER INVESTMENTS

The movements in 2024 and 2023 were as follows:

	Interests in	Other
	associates	investments
	£m	£m
1 January 2023	305	370
Additions	39	2
Share of profits of associates	25	–
Share of other comprehensive income of associates	(1)	–
Dividends	(30)	–
Other movements	(12)	–
Exchange adjustments	(19)	–
Disposals	(5)	(10)
Revaluation of other investments
through profit or loss	–	(26)
Revaluation of other investments
through other comprehensive income	–	(3)
Impairment charges	(15)	–
31 December 2023	287	333
Additions	–	24
Share of profits of associates	34	–
Dividends	(29)	–
Other movements 1	3	62
Exchange adjustments	(9)	–
Disposals	(10)	–
Revaluation of other investments
through profit or loss	–	(14)
Revaluation of other investments through other comprehensive income	–	(7)
Impairment charges	(23)	–
31 December 2024	253	398

Note

Other movements predominantly relates to a not material reclassification of investment funds

from 'Trade and other receivables' to 'Other investments'

Interests in joint ventures are not material and none of the Group's associates

are individually material at 31 December 2024.

The investments included above as 'Other investments' predominantly

represent investments in equity securities that present the Group with the

opportunity for returns through dividend income and trading gains. They have

no fixed maturity or coupon rate. The fair values of the listed securities are

based on quoted market prices at the balance sheet date. For unlisted

securities, where market value is not available, the Group has estimated

relevant fair values on the basis of the latest funding rounds or other external

sources where required.

The carrying values of the Group’s associates are reviewed for impairment

in accordance with the Group’s accounting policies.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

WPP ANNUAL REPORT 2024166

FINANCIAL STATEMENTS

13. INTERESTS IN ASSOCIATES AND OTHER INVESTMENTS

CONTINUED

AGGREGATE INFORMATION OF ASSOCIATES THAT ARE NOT

INDIVIDUALLY MATERIAL

The following table presents a summary of the aggregate financial

performance of the Group’s associates.

	2024	2023	2022
	£m	£m	£m
Earnings/(losses) from associates (note 4)	36	70	(60)
Share of other comprehensive
(loss)/income of associates	–	(1)	51
Share of total comprehensive earnings/(loss)
of associates	36	69	(9)

The application of equity accounting is ordinarily discontinued when the

investment is reduced to nil and additional losses are not provided for unless

the Group has guaranteed obligations of the investee or is otherwise

committed to provide further financial support for the investee.

At 31 December 2024, share of losses of £57 million (2023: £30 million, 2022:

£30 million) for the US and £196 million (2023: £138 million, 2022: £34 million)

for the Rest of World have not been recognised in relation to Kantar, as the

investment was previously reduced to nil in 2022.

14. DEFERRED TAX

The Group's deferred tax assets and liabilities are measured at the end of each

period in accordance with IAS 12 Income Taxes. The recognition of deferred

tax assets is determined by reference to the Group's estimate of recoverability,

using models, where appropriate, to forecast future taxable profits.

Deferred tax assets have only been recognised for territories where the Group

considers that it is probable that all or a portion of the deferred tax assets will

be realised. The main factors that we consider include:

– The future earnings potential determined through the use of internal forecasts

– The cumulative losses in recent years

– The various jurisdictions in which the potential deferred tax assets arise

– The history of losses carried forward and other tax assets expiring

– The timing of future reversal of taxable temporary differences

– The expiry period associated with the deferred tax assets

– The nature of the income that can be used to realise the deferred tax asset

If it is probable that some portion of these assets will not be realised, no asset

is recognised in relation to that portion.

If market conditions improve and future results of operations exceed our

current expectations, our existing recognised deferred tax assets may be

adjusted, resulting in future tax benefits. Alternatively, if market conditions

deteriorate further or future results of operations are less than expected,

future assessments may result in a determination that some or all of the

deferred tax assets are not realisable. As a result, all or a portion of the

deferred tax assets may need to be reversed.

The following is the analysis of the deferred tax balances:

		Offset of
		balances arising	Gross balances
		from a single	before offset	Offset within	As
	Gross	transaction 1	within countries	countries	reported
	2024	2024	2024	2024	2024
	£m	£m	£m	£m	£m
Deferred tax assets	661	(93)	568	(245)	323
Deferred tax liabilities	(480)	93	(387)	245	(142)
	181	–	181	–	181

		Offset of
		balances arising	Gross balances
		from a single	before offset	Offset within	As
	Gross	transaction 1	within countries	countries	reported
	2023	2023	2023	2023	2023
	£m	£m	£m	£m	£m
Deferred tax assets	684	(94)	590	(266)	324
Deferred tax liabilities	(539)	94	(445)	266	(179)
	145	–	145	–	145

Note

The Group has applied Deferred tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12). Transactions which give rise to the recognition of an asset and a liability

on the Group’s balance sheet, including leases for which the Group recognises a right-of-use asset and a lease liability, lead to taxable and deductible temporary differences in certain jurisdictions.

The resulting deferred tax assets and deferred tax liabilities arising from these temporary differences have been offset and reported net on the Group’s balance sheet

167WPP ANNUAL REPORT 2024

FINANCIAL STATEMENTSNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

14. DEFERRED TAX CONTINUED

The following are the movements in the gross deferred tax assets before offset within countries recognised by the Group in 2024 and 2023:

		Accounting	Retirement						Other
	Deferred	provisions	benefit	Plant and		Tax losses	Share-based	Restructuring	temporary
	compensation	and accruals	obligations	equipment	Property	and credits	payments	provisions	differences	Total
	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m
1 January 2023	74	120	48	48	54	123	32	85	5	589
(Charge)/credit to income	(6)	14	3	(12)	(5)	(12)	4	38	2	26
Credit to other comprehensive income	–	–	2	–	–	–	–	–	–	2
Exchange differences and other movements	(3)	(2)	(3)	–	7	(7)	(1)	(16)	(2)	(27)
31 December 2023	65	132	50	36	56	104	35	107	5	590
(Charge)/credit to income	(10)	(15)	2	(3)	(12)	35	(2)	(5)	6	(4)
Credit to other comprehensive income	–	–	2	–	–	–	–	–	–	2
Credit to equity	–	–	–	–	–	–	1	–	–	1
Disposal of subsidiaries	(2)	(1)	–	–	–	–	(2)	–	–	(5)
Exchange differences and other movements	(2)	(2)	(2)	(1)	4	–	–	(13)	–	(16)
31 December 2024	51	114	52	32	48	139	32	89	11	568

Other temporary differences comprise a number of items, none of which is individually significant to the Group’s consolidated balance sheet. At 31 December 2024

the balance related to temporary differences in relation to revenue adjustments, tax deductible goodwill, fair value adjustments and other temporary differences.

In addition the Group has recognised the following movements in the gross deferred tax liabilities before offset within countries in 2024 and 2023:

	Brands				Other
	and other	Associate		Plant and	temporary
	intangibles	earnings	Goodwill	equipment	differences	Total
	£m	£m	£m	£m	£m	£m
1 January 2023	353	36	174	24	31	618
Acquisition of subsidiaries	35	–	–	–	–	35
(Credit)/charge to income	(172)	(16)	18	–	(2)	(172)
Exchange differences and other movements	(21)	(1)	(11)	(2)	(1)	(36)
31 December 2023	195	19	181	22	28	445
Acquisition of subsidiaries	8	–	–	–	–	8
(Credit)/charge to income	(28)	(6)	8	7	(7)	(26)
Disposal of subsidiaries	(15)	–	(18)	(1)	–	(34)
Exchange differences and other movements	–	1	3	(12)	2	(6)
31 December 2024	160	14	174	16	23	387

Other temporary differences comprise a number of items none of which is individually significant to the Group's consolidated balance sheet. At 31 December 2024

the balance related to temporary differences in relation to unremitted earnings of subsidiaries and other temporary differences.

At the balance sheet date, the Group has deductible temporary differences

of £10,040 million (2023: £10,321 million) available for offset against future

profits. Deferred tax assets have been recognised in respect of the tax

benefit of £2,313 million (2023: £2,399 million) of such deductible temporary

differences. No deferred tax asset has been recognised in respect of the

remaining £7,727 million (2023: £7,922 million) of deductible temporary

differences as the Group considers that there will not be enough taxable

profits in the entities concerned such that any additional asset could be

considered recoverable. Included in the total unrecognised temporary

differences are losses of £77 million (2023: £92 million) that will expire within

one to ten years, and £7,568 million (2023: £7,713 million) of losses that may

be carried forward indefinitely.

At the balance sheet date, the aggregate amount of the temporary differences

in relation to the investment in subsidiaries for which deferred tax liabilities

have not been recognised was £1,286 million (2023: £1,355 million). No liability

has been recognised in respect of these differences because the Group is in

a position to control the timing of the reversal of the temporary differences

and the Group considers that it is probable that such differences will not

reverse in the foreseeable future.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

WPP ANNUAL REPORT 2024168

FINANCIAL STATEMENTS

15. TRADE AND OTHER RECEIVABLES

The following are included in trade and other receivables:

	2024		2023
	£m		£m
Amounts to be realised within one year
Trade receivables (net of loss allowance)	6,487	7,05	5
Unbilled costs	238		273
VAT and sales taxes recoverable	323		371
Prepayments	221		239
Fair value of derivatives	1		1
Other receivables 1	452		521
	7,722		8,460

Note

This balance does not include any individually material items

The ageing of trade receivables by due date is as follows:

				Days past due
	Carrying					181	Greater
	amount at	Not past	0-30	31-90	91-180	days-	than
	31 December	due	days	days	days	1 year	1 year
2024	£m	£m	£m	£m	£m	£m	£m
Gross trade
receivables	6,522	5,672	572	155	58	23	42
Expected
credit losses	(35)	(1)	–	–	(2)	(9)	(23)
	6,487	5,671	572	155	56	14	19

				Days past due
	Carrying					181	Greater
	amount at	Not past	0-30	31-90	91-180	days-	than
	31 December	due	days	days	days	1 year	1 year
2023	£m	£m	£m	£m	£m	£m	£m
Gross trade
receivables	7,099	6,173	613	183	53	30	47
Expected
credit losses	(44)	(1)	(1)	(1)	(3)	(10)	(28)
	7,055	6,172	612	182	50	20	19

	2024	2023
	£m	£m
Expected credit losses
At beginning of year	44	72
Charged to the income statement	20	15
Released to the income statement	(7)	(22)
Exchange adjustments	(1)	(5)
Utilisations and other movements	(21)	(16)
At end of year	35	44

The expected credit loss is equivalent to 0.5% (2023: 0.6%, 2022: 1.0%) of

gross trade receivables. Expected credit losses on unbilled costs and other

receivables were not material for the years presented. The Group considers

that the carrying amount of trade and other receivables approximates their

fair value.

EXPECTED CREDIT LOSSES

The Group applies the IFRS 9 simplified approach to measuring expected

credit losses, which uses a lifetime expected loss allowance for trade

receivables, unbilled costs, accrued income and unbilled media. Trade

receivables, unbilled costs, accrued income and unbilled media which are

mainly due from large national and multinational companies, have been

grouped based on shared risk characteristics and days past due. Accrued

income, unbilled media and unbilled costs are deemed to have substantially

the same risk characteristics as trade receivables, and therefore the expected

loss rates for trade receivables are a reasonable approximation of the loss

rates for accrued income, unbilled media and unbilled costs. The expected

loss rates are based on historical credit losses, with consideration also given

to the current economic environment, the level of credit insurance the Group

has, as well as forward-looking information.

	2024	2023
	£m	£m
Amounts to be realised after more than one year
Fair value of derivatives	4	32
Other receivables and prepayments 1	170	177
	174	209

Note

This balance does not include any individually material items

The Group has applied the practical expedient permitted by IFRS 15 to not

disclose the transaction price allocated to performance obligations unsatisfied

(or partially unsatisfied) as of the end of the reporting period as contracts

typically have an original expected duration of a year or less.

Other receivables and prepayments falling due after more than one year at

31 December 2024 includes £18 million in relation to pension plans in surplus

(2023: £14 million).

16. TRADE AND OTHER PAYABLES: AMOUNTS FALLING

DUE WITHIN ONE YEAR

The following are included in trade and other payables falling due within

one year:

	2024	2023
	£m	£m
Trade payables	10,637	10,826
Contingent consideration liabilities	57	73
Liabilities in respect of put option
agreements with vendors	1	14
Fair value of derivatives	32	1
Other payables and accruals 1	2,329	2,409
	13,056	13,323

Note

This balance includes media rebates, staff costs, indirect taxes payable and other individually

not material items

The Group considers that the carrying amount of trade and other payables

approximates their fair value, except for liabilities in respect of put option

agreements with vendors for which the fair value is nil (this is level 3 fair value

that is derived using a discounted cash flow approach) at 31 December 2024

(2023: £12 million).

169WPP ANNUAL REPORT 2024

FINANCIAL STATEMENTSNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

17. TRADE AND OTHER PAYABLES: AMOUNTS FALLING

DUE AFTER MORE THAN ONE YEAR

The following are included in trade and other payables falling due after more

than one year:

	2024	2023
	£m	£m
Contingent consideration liabilities	76	126
Liabilities in respect of put option agreements
with vendors	66	90
Fair value of derivatives	25	1
Other payables and accruals	62	66
	229	283

The Group considers that the carrying amount of trade and other payables

approximates their fair value, except for liabilities in respect of put option

agreements with vendors for which the fair value is approximately £68 million

(this is level 3 fair value that is derived using a discounted cash flow approach)

at 31 December 2024 (2023: £82 million).

The Group's approach to contingent consideration liabilities is further

described in note 23. The following table sets out contingent consideration

liabilities, comprising contingent consideration and the Directors’ best

estimates of future contingent consideration related obligations:

	2024	2023
	£m	£m
Within one year	57	73
Between one and two years	38	54
Between two and three years	22	71
Between three and four years	8	1
Between four and five years	6	–
Over five years	2	–
	133	199

The following table is an analysis of future anticipated cash flows in relation to

liabilities in respect of put option agreements with vendors at 31 December:

	2024	2023
	£m	£m
Within one year	1	14
Between one and two years	32	24
Between two and three years	15	39
Between three and four years	12	10
Between four and five years	3	6
Over five years	4	11
	67	104

18. CASH AND CASH EQUIVALENTS

	2024	2023
	£m	£m
Cash at bank and deposits	1,983	2,037
Money market funds	655	181
Cash and cash equivalents as presented
in the consolidated balance sheet	2,638	2,218
Bank overdrafts	(171)	(358)
Cash and cash equivalents as presented
in the consolidated cash flow statement	2,467	1,860

Money market funds are held at fair value through profit and loss. Cash at bank

and deposits are held at amortised cost and the carrying value approximates

the fair value.

The Group operates in a number of territories where there are regulatory

restrictions. As a result, £38 million (2023: £34 million) of cash included in cash

and cash equivalents is restricted for use by the Group, yet is available for use

in the relevant subsidiary’s day-to-day operations.

19. BORROWINGS

	2024	2023
	£m	£m
Current
Bonds	413	588
Bank overdrafts	171	358
Total current borrowings	584	946
Non-current
Bonds	3,744	3,775
Total borrowings	4,328	4,721

The Group estimates that the fair value of bonds is £3,964 million at

31 December 2024 (2023: £4,120 million). The fair values of the bonds are based

on quoted market prices and are within Level 1 of the fair value hierarchy.

The fair value of the Group’s other financial liabilities held at amortised cost

approximate to their fair value.

BONDS

US$ bonds At 31 December 2024, the Group had in issue $93 million of 5.125%

bonds due September 2042 and $220 million of 5.625% bonds due November

2043. In September 2024, $750 million of 3.75% bonds were repaid.

Eurobonds At 31 December 2024, the Group had in issue €500 million of

1.375% bonds due March 2025, €750 million of 2.25% bonds due September

2026, €750 million of 2.375% bonds due May 2027, €550 million of 4.125%

bonds due May 2028, €351 million of 3.625% bonds due September 2029,

€600 million of 1.625% bonds due March 2030 and €500 million of 4% bonds

due September 2033.

In March 2024, the Group issued €600 million of 3.625% bonds and €650 million

of 4% bonds due September 2029 and 2033, respectively. In December 2024,

the Group repurchased €249 million of the 3.625% bonds and €150 million of

the 4% bonds. Additionally, the Group repurchased €200 million of 4.125%

bonds due May 2028.

Sterling bonds At 31 December 2024, the Group had in issue £250 million of

3.75% bonds due May 2032 and £380 million of 2.875% bonds due September

2046. By June 2024, the Group repurchased £20 million of 2.875% bonds due

September 2046.

REVOLVING CREDIT FACILITY

In 2024, the Group initially had a five-year Revolving Credit Facility of

$2.5 billion, set to mature in March 2026. In February 2024, this facility was

refinanced for an additional five years, extending the maturity to February

2029, with the option for two further one-year extensions and no financial

covenants. The first of the two-year extension options was triggered in

January 2025, effective from February 2025 to extend the maturity to February

2030. Up until the refinancing date, the Group had no borrowings under the

original facility (2023: $41 million; average interest rate: 4.54%). At 31 December

2024 the Revolving Credit Facility remained undrawn.

COMMERCIAL PAPER PROGRAMMES

The Group operates commercial paper programmes using its Revolving Credit

Facility as a backstop. The average US commercial paper in issue in 2024 was

$194 million (2023: $433 million) at an average interest rate of 5.36% (2023:

5.45%) inclusive of margin. The Group had no Euro commercial paper in issue

in 2024 (2023: £45 million at an average rate of 4.90%) inclusive of margin and

inclusive of the effect of currency swaps, where applicable. There was no US

or Euro commercial paper outstanding at 31 December 2024.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

WPP ANNUAL REPORT 2024170

FINANCIAL STATEMENTS

19. BORROWINGS CONTINUED

ANALYSIS OF CHANGE IN FINANCING ACTIVITIES (INCLUSIVE OF LEASES)

The table below details changes arising from financing activities, including both cash and non-cash changes.

			Acquisition and
	Opening		disposal of	Foreign	Interest and	Closing
	balance	Cash flow	subsidiaries	exchange	other	balance
2024	£m	£m	£m	£m	£m	£m
Borrowings 1	4,363	(27)	–	(163)	(16)	4,157
Derivatives (notes 15,16 and 17)	(31)	(14)	–	60	37	52
Lease liabilities (note 10) 2	2,154	(377)	–	(36)	279	2,020
Liabilities from financing activities	6,486	(418)	–	(139)	300	6,229
Cash and cash equivalents (note 18)	(2,218)	(604)	79	105	–	(2,638)
Bank overdrafts	358	(172)	–	(15)	–	171
	4,626	(1,194)	79	(49)	300	3,762

			Acquisition and
	Opening		disposal of	Foreign	Interest and	Closing
	balance	Cash flow	subsidiaries	exchange	other	balance
2023	£m	£m	£m	£m	£m	£m
Borrowings 1	4,465	(49)	49	(99)	(3)	4,363
Derivatives (notes 15, 16 and 17)	52	(46)	–	(51)	14	(31)
Lease liabilities (note 10) 2	2,210	(362)	2	(75)	379	2,154
Liabilities from financing activities	6,727	(457)	51	(225)	390	6,486
Cash and cash equivalents (note 18) 3	(2,492)	189	(23)	108	–	(2,218)
Bank overdrafts 3	506	(120)	–	(28)	–	358
	4,741	(388)	28	(145)	390	4,626

Notes

Borrowings as presented in this table includes bonds and excludes bank overdrafts. The interest and other amounts within borrowings comprises amortisation of capitalised borrowing costs

Repayment of lease liabilities includes £95 million (2023: £103 million) of interest paid on lease liabilities recognised within net cash inflow from operating activities (note 9). Interest and other within lease

liabilities comprises interest on leases and the lease liability additions and disposals (note 10)

Prior year figures have been re-presented to reflect the separation of foreign exchange between cash and cash equivalents and bank overdrafts

171WPP ANNUAL REPORT 2024

FINANCIAL STATEMENTSNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

20. PROVISIONS FOR LIABILITIES AND CHARGES

The movements in 2024 and 2023 were as follows:

	Employee
	benefits	Property	Legal	Other	Total
	£m	£m	£m	£m	£m
1 January 2023	143	63	13	26	245
Charged to the income statement	3	64	23	–	90
Acquisitions	–	–	–	1	1
Utilised	(22)	(18)	–	(1)	(41)
Released to the income statement	(2)	(4)	(2)	(6)	(14)
Other movements	38	(3)	1	–	36
Exchange adjustments	(7)	(3)	–	(2)	(12)
31 December 2023	153	99	35	18	305
Charged to the income statement	14	12	102	1	129
Utilised	(33)	(17)	–	–	(50)
Released to the income statement	–	(12)	(6)	(12)	(30)
Other movements	28	(10)	–	–	18
Exchange adjustments	2	(1)	1	1	3
31 December 2024	164	71	132	8	375

	2024	2023 1
	£m	£m
Current	143	55
Non-Current	232	250
	375	305

Note

Current provisions for liabilities and charges, which were not material, were previously presented

within Non-current provisions for liabilities and charges. The prior year has been restated to

reflect Current provision for liabilities and charges of £55 million and Non-current provisions

for liabilities and charges of £250 million

Employee benefits relate to statutory or contractual employee entitlements

where there is uncertainty over the timing or amount of the settlement.

The majority of this provision relates to various employee defined contribution

and deferred compensation plans in the USA. It is anticipated that these costs

will be incurred when employees choose to take their benefits or depart from

the Group.

Property provisions relate primarily to onerous property contracts and

decommissioning where the Group has the obligation to make-good its leased

properties. Where the Group has made a decision to exit a leased property,

onerous property contract provisions do not include rent in accordance with

IFRS 16 Leases, however they do include unavoidable costs related to the

lease such as ongoing service charges. Utilisation of the recognised provisions

is expected to occur in conjunction with the profile of the leases to which

they relate.

Legal provisions of £132 million (2023: £35 million) relate to certain on-going

legal proceedings and claims, which from time to time the Company and

its subsidiaries are parties to, which arise in the ordinary course of business.

The £102 million (2023: £23 million) charged to the income statement includes

the £68 million charge (2023: £11 million gain) described in note 3 and other not

material items. The Group expects £123 million of the provision to be settled in

less than one year, with £9 million of the provision to be settled in more than

one year. The Directors do not consider that there is a significant risk of any

material additional charges or credits in respect of these matters within the

next financial year, beyond the amounts already provided.

Other provisions include various items that are not material and do not fall

within the Group’s categories of provisions above.

21. SHARE-BASED PAYMENTS

Charges for share-based incentive plans were as follows:

	2024	2023	2022
	£m	£m	£m
Share-based payments	109	140	122

Share-based payments comprise charges for stock options and restricted

stock awards to employees of the Group.

RESTRICTED STOCK PLANS

The Group operates a number of equity-settled share incentive schemes,

in most cases satisfied by the delivery of stock from one of the Group’s

Employee Share Ownership Plan (ESOP) Trusts. The most significant current

schemes are as follows:

EXECUTIVE PERFORMANCE SHARE PLAN (EPSP)

This scheme is intended to reward and incentivise the most senior executives

of the Group. The performance period is three or five complete financial years,

commencing with the financial year in which the award is granted. The vest

date will usually be in the March following the end of the performance period.

Vesting is conditional on continued employment throughout the vesting period.

The 2022, 2023 and 2024 EPSP awards are subject to three equally weighted

performance conditions: three-year average Return on Invested Capital (ROIC),

cumulative Adjusted Free Cash Flow (AFCF), and relative Total Shareholder

Return (TSR). Achieving the threshold performance requirement will result

in a vesting opportunity of 20% for that element. The vesting opportunity will

increase on a straight-line basis to 100% of the award for maximum performance.

The Compensation Committee has an overriding discretion to determine the

extent to which the award will vest.

BONUS-RELATED SHARE AWARDS

The Group grants bonuses to key executives in the form of share awards under

the Executive Share Award (ESA), Performance Share Awards (PSA) or Short-term

Incentive Plans (STIP) plans which are all conditional stock awards made from

annual bonus pools. The awards are dependent upon annual performance

targets, typically based on one or more of: revenue less pass-through costs,

operating profit and operating margin. Grants are made in the year following

the year of performance measurement, and vest two years after grant date

provided the individual concerned is continually employed by the Group

throughout this time.

LEADERSHIP SHARE AWARDS

WPP Leadership Awards are conditional stock awards made to around 1,800

of our key executives. Awards vest three years after grant, provided the

participant is still employed within the Group.

VALUATION METHODOLOGY

For all of these schemes, the valuation methodology is based upon fair value

on grant date, which is determined by the market price on that date or the

application of a Black-Scholes model, depending upon the characteristics of

the scheme concerned. The assumptions underlying the Black-Scholes model

are detailed below including details of assumed dividend yields. Market price

on any given day is obtained from external, publicly available sources.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

WPP ANNUAL REPORT 2024172

FINANCIAL STATEMENTS

21. SHARE-BASED PAYMENTS CONTINUED

MARKET/NON-MARKET CONDITIONS

Most share-based plans are subject to non-market performance conditions,

such as margin or growth targets, as well as continued employment.

EPSP is subject to a number of performance conditions, including TSR,

a market-based condition.

For schemes without market-based performance conditions, the valuation

methodology above is applied and, at each year-end, the relevant charge

for each grant is revised, if appropriate, to take account of any changes in

estimate of the likely number of shares expected to vest.

For schemes with market-based performance conditions, the probability

of satisfying these conditions is assessed at grant date through a statistical

model (such as the Monte Carlo model) and applied to the fair value. This initial

valuation remains fixed throughout the life of the relevant plan, irrespective

of the actual outcome in terms of performance. Where a lapse occurs due to

cessation of employment, the cumulative charge taken to date is reversed.

Movement on ordinary shares granted for significant restricted stock plans:

	Non-				Non-
	vested				vested
	1 January				31 December
	2024	Granted	Forfeited	Vested	2024
	number	number 1	number	number	number
	m	m	m	m	m
Executive Performance
Share Plan (EPSP)	23	11	(5)	(4)	25
Bonus-related share
awards	12	7	(1)	(6)	12
Leadership Share
Awards	12	5	(1)	(3)	13
Weighted average fair value (pence per share)
Executive Performance
Share Plan (EPSP)	950p	738p	980p	949p	853p
Bonus-related share
awards	903p	820p	861p	877p	873p
Leadership Share
Awards	848p	872p	844p	1,026p	821p

	Non-				Non-
	vested				vested
	1 January				31 December
	2023	Granted	Forfeited	Vested	2023
	number	number 1	number	number	number
	m	m	m	m	m
Executive Performance
Share Plan (EPSP)	20	8	(1)	(4)	23
Bonus-related share
awards	7	7	(1)	(1)	12
Leadership Share
Awards	11	6	(1)	(4)	12
Weighted average fair value (pence per share)
Executive Performance
Share Plan (EPSP)	924p	919p	947p	752p	950p
Bonus-related share
awards	950p	862p	925p	910p	903p
Leadership Share
Awards	899p	654p	934p	673p	848p

Note

The Granted number of awards for the year ended 31 December 2024 includes 1.2 million

(2023: 0.5 million) of dividend equivalent shares granted on vesting of current year awards

The total fair value of shares vested for all the Group’s restricted stock plans

during the year ended 31 December 2024 was £136 million (2023: £82 million,

2022: £65 million).

SHARE OPTIONS

TERMS OF SHARE OPTION PLANS

The WPP Share Option Plan 2015 (WSOP) is the only active share option plan

within the Group. Two kinds of options over ordinary shares can be granted

under this plan, both with a market value exercise price. Firstly, options can be

granted to employees who have worked at a company owned by WPP plc for

at least two years which are not subject to performance conditions. Secondly,

options may be granted on a discretionary basis subject to the satisfaction of

performance conditions. Grants made to Executive employees under this plan

are on a discretionary basis only. All Share Options are satisfied out of newly

issued shares.

The Group grants stock options with a life of up to ten years, including the

vesting period.

No options are outstanding under the predecessor 'all-employee' Worldwide

Share Ownership Plan (WWOP) and the discretionary Executive Stock Option

Plan. The balance of options outstanding under the Worldwide Share

Ownership Plan at 1 January 2024 of 650,825 ordinary shares (exercise price

£13.15) and 72,695 ADRs (exercise price $102.67) expired in full in the year.

There were no outstanding options under the Executive Stock Option Plan

at 1 January or 31 December 2024.

173WPP ANNUAL REPORT 2024

FINANCIAL STATEMENTSNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

21. SHARE-BASED PAYMENTS CONTINUED

The aggregate status of the WPP Share Option Plans during 2024 was as follows:

MOVEMENTS ON OPTIONS GRANTED (REPRESENTED IN ORDINARY SHARES)

					Outstanding	Exercisable
	1 January	Granted	Exercised 1	Forfeited	31 December	31 December
2024	m	m	m	m	m	m
WWOP	1	–	–	(1)	–	–
WSOP	24	8	–	(4)	28	12
	25	8	–	(5)	28	12

					Outstanding	Exercisable
	1 January	Granted	Exercised 1	Forfeited	31 December	31 December
2023	m	m	m	m	m	m
WWOP	2	–	–	(1)	1	–
WSOP	21	5	–	(2)	24	7
	23	5	–	(3)	25	7

WEIGHTED AVERAGE EXERCISE PRICE FOR OPTIONS OVER ORDINARY SHARES AND ADRS

					Outstanding	Exercisable
2024	1 January	Granted	Exercised	Forfeited	31 December 2	31 December
Ordinary shares (£)
WWOP	13	–	–	13	–	–
WSOP	10	8	7	9	9	11
ADRs ($)
WWOP	103	–	–	103	–	–
WSOP	63	54	45	61	61	73

					Outstanding	Exercisable
2023	1 January	Granted	Exercised	Forfeited	31 December	31 December
Ordinary shares (£)
WWOP	13	–	–	13	13	–
WSOP	10	–	8	10	10	–
ADRs ($)
WWOP	106	–	–	110	103	–
WSOP	68	–	49	66	63	44

Notes

The exercised number of WSOP shares for the year ended 31 December 2024 is 0.2 million (2023: 0.1 million)

The range of exercises prices for the Outstanding Ordinary Shares is £7.07-£17.06 with a weighted average contractual life of 82 months. The range of exercises prices for the Outstanding ADRs is

$44.12-$115.94 with a weighted average contractual life of 85 months

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

WPP ANNUAL REPORT 2024174

FINANCIAL STATEMENTS

21. SHARE-BASED PAYMENTS CONTINUED

The weighted average fair value of options granted in the year calculated

using the Black-Scholes model was as follows:

Outstanding	2024	2023	2022
Fair value of UK options (shares)	134.0p	131.0p	177.0p
Fair value of US options (ADRs)	$6.9	$8.6	$11.5
Weighted average assumptions
UK risk-free interest rate	3.8%	4.0%	2.9%
US risk-free interest rate	4.2%	4.5%	4.1%
Expected life (months)	48	48	48
Expected volatility	25.0%	33.0%	32.0%
Dividend yield	4.6%	5.6%	3.9%

Options are issued at an exercise price equal to market value on the date

of grant.

The average share price of the Group for the year ended 31 December 2024

was £7.72 (2023: £8.41, 2022: £9.13) and the average ADR price for the same

period was $49.33 (2023: $52.31, 2022: $56.80). The average share price of the

Group for year ended 31 December 2024 approximates the weighted average

share price during the periods of exercise throughout the year.

Expected volatility is sourced from external market data and represents the

historical volatility in the Group share price over a period equivalent to the

expected option life.

Expected life is based on a review of historical exercise behaviour in the

context of the contractual terms of the options, as described in more detail

on page 173.

22. EMPLOYEE BENEFIT OBLIGATIONS

Companies within the Group operate a large number of pension plans, the

forms and benefits of which vary with conditions and practices in the countries

concerned. The Group’s pension costs are analysed as follows:

	2024	2023	2022
	£m	£m	£m
Defined contribution plans	202	198	191
Defined benefit plans charge
to operating profit	13	15	14
Pension costs (note 5)	215	213	205
Net interest expense on pension plans (note 6)	4	4	2
	219	217	207

DEFINED BENEFIT PLANS

The pension costs are assessed in accordance with the advice of local

independent qualified actuaries. The latest full actuarial valuations for the

various pension plans were carried out at various dates in the last three

years. These valuations have been updated by the local actuaries to

31 December 2024.

The majority of plans provide final salary benefits, with plan benefits typically

based either on mandatory plans under local legislation, termination indemnity

benefits, or on the rules of WPP-sponsored supplementary plans. The

implications of IFRIC 14 have been allowed for where relevant, in particular

with regard to the asset ceiling/irrecoverable surplus.

The Group’s policy is to close existing defined benefit plans to new members.

This has been implemented across a significant number of the pension plans.

Contributions to funded plans are determined in line with local conditions

and practices. Contributions in respect of unfunded plans are paid as they

fall due. The total contributions (for funded plans) and benefit payments

(for unfunded plans) paid for 2024 amounted to £20 million (2023: £20 million,

2022: £24 million). Employer contributions and benefit payments in 2025 are

expected to be approximately £18 million.

(A) ASSETS AND LIABILITIES

At 31 December, the fair value of the assets in the pension plans and the

assessed present value of the liabilities in the pension plans are shown in the

following table:

	2024		2023
	£m	%	£m	%
Equities	25	10	24	9
Bonds	175	70	170	66
Cash	8	3	18	7
Other	43	17	47	18
Total fair value of assets	251	100	259	100
Present value of liabilities	(365)		(381)
Deficit in the plans	(114)		(122)
Irrecoverable surplus	–		–
Net liability 1	(114)		(122)
Plans in surplus 2	18		14
Plans in deficit	(132)		(136)

Notes

The related deferred tax asset is discussed in note 14

The net asset related to plans in surplus of £18 million for 31 December 2024 (2023: £14 million)

is recorded in the consolidated balance sheet within other receivables and prepayments

175WPP ANNUAL REPORT 2024

FINANCIAL STATEMENTSNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

22. EMPLOYEE BENEFIT OBLIGATIONS CONTINUED

All plan assets have quoted prices in active markets with the exception of

other assets.

	2024	2023
Surplus/(deficit) in plans by region	£m	£m
UK	1	1
North America	(23)	(30)
Western Continental Europe	(56)	(60)
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe	(36)	(33)
Deficit in the plans	(114)	(122)

Some of the Group’s defined benefit plans are unfunded (or largely unfunded)

by common custom and practice in certain jurisdictions. In the case of these

unfunded plans, the benefit payments are made as and when they fall due.

The following table shows the split of the deficit at 31 December between

funded and unfunded pension plans.

		2024		2023
	2024	Present	2023	Present
	Surplus/	value of	Surplus/	value of
	(deficit)	liabilities	(deficit)	liabilities
	£m	£m	£m	£m
Funded plans by region
UK	1	(9)	1	(9)
North America	11	(174)	7	(183)
Western Continental Europe	(29)	(65)	(34)	(70)
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe	(3)	(23)	(5)	(28)
Deficit/liabilities in the funded plans	(20)	(271)	(31)	(290)
Unfunded plans by region
North America	(34)	(34)	(37)	(37)
Western Continental Europe	(27)	(27)	(26)	(26)
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe	(33)	(33)	(28)	(28)
Deficit/liabilities in the unfunded plans	(94)	(94)	(91)	(91)
Deficit/liabilities in the plans	(114)	(365)	(122)	(381)

In accordance with IAS 19, plans that are wholly or partially funded are

considered funded plans.

(B) ASSUMPTIONS

There are a number of areas in pension accounting that involve estimates

made by management based on advice of qualified advisors. These include

establishing the discount rates, rates of increase in salaries and pensions in

payment, inflation, and mortality assumptions. The main weighted average

assumptions used for the actuarial valuations at 31 December are shown in the

following table:

	2024	2023	2022
	% pa	% pa	% pa
UK
Discount rate 1	5.2	4.7	5.1
Rate of increase in pensions in payment	2.6	2.5	4.4
Inflation	3.2	3.1	3.0
North America
Discount rate 1	5.4	4.9	5.2
Rate of increase in salaries 2	n/a	n/a	n/a
Western Continental Europe
Discount rate 1	3.3	3.4	4.1
Rate of increase in salaries	2.5	2.5	2.5
Rate of increase in pensions in payment	2.0	2.0	2.0
Inflation	2.0	2.0	2.0
Asia Pacific, Latin America, Africa & Middle
East and Central & Eastern Europe
Discount rate 1	6.4	6.5	6.4
Rate of increase in salaries	6.2	6.2	5.7
Inflation	2.9	3.4	3.4

Notes

Discount rates are based on high-quality corporate bond yields. In countries where there is no

deep market in corporate bonds, the discount rate assumption has been set with regard to the

yield on long-term government bonds

The salary assumptions are no longer applicable to the US as all plans were frozen. Active

participants will not accrue additional benefits for future services under these plans

For the Group’s pension plans, the plans’ assets are invested with the objective

of being able to meet current and future benefit payment needs, while

controlling balance sheet volatility and future contributions. Pension plan

assets are invested with a number of investment managers, and assets are

diversified among equities, bonds, insured annuities, property and cash or

other liquid investments. The primary use of bonds as an investment class is to

match the anticipated cash flows from the plans to pay pensions. The Group is

invested in high-quality corporate and government bonds which share similar

risk characteristics and are of equivalent currency and term to the plan

liabilities. Various insurance policies have also been bought historically to

provide a more exact match for the cash flows, including a match for the actual

mortality of specific plan members. These insurance policies effectively

provide protection against both investment fluctuations and longevity risks.

The strategic target allocation varies among the individual plans.

Management considers the types of investment classes in which the pension

plan assets are invested. The types of investment classes are determined by

economic and market conditions and in consideration of specific asset-class

risk. The investment strategy of the Group varies by country, albeit there

was a general directive by the Group in recent years to de-risk the larger

funded plans (mainly in the US and UK) and move towards a liability driven

investment strategy.

Management periodically commissions detailed asset and liability studies

performed by third-party professional investment advisors and actuaries

that generate probability-adjusted expected future returns on those assets.

These studies also project the estimated future pension payments and

evaluate the efficiency of the allocation of the pension plan assets into

various investment categories.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

WPP ANNUAL REPORT 2024176

FINANCIAL STATEMENTS

22. EMPLOYEE BENEFIT OBLIGATIONS CONTINUED

At 31 December 2024, the life expectancies underlying the value of the

accrued liabilities for the main defined benefit pension plans operated by the

Group were as follows:

				Western
Years life expectancy	All	North		Continental
after age 65	plan	America	UK	Europe	Other 1
Current pensioners
(at age 65) – male	21.8	22.0	21.4	21.2	n/a
Current pensioners
(at age 65) – female	23.6	23.5	23.4	24.2	n/a
Future pensioners
(current age 45)
– male	23.4	23.4	23.1	23.4	n/a
Future pensioners
(current age 45)
– female	25.1	24.8	25.2	26.1	n/a

Note

Includes Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe

The life expectancies after age 65 at 31 December 2023 were 21.8 and 23.6 for

male and female current pensioners (at age 65) respectively, and 23.5 and 25.2

for male and female future pensioners (current age 45), respectively.

In the determination of mortality assumptions, management uses the most

up-to-date mortality tables available in each country.

The following table provides information on the weighted average duration of

the defined benefit pension obligations and the distribution of the timing of

benefit payments for the next ten years. The duration corresponds to the

weighted average length of the underlying cash flows.

				Western
	All	North		Continental
	plan	America	UK	Europe	Other 1
Weighted average
duration of the defined
benefit obligation (years)	7.5	6.8	5.4	10.3	5.5
Expected benefit
payments over the next ten years (£m)
Within 12 months	31	19	1	6	5
In 2026	30	19	1	5	5
In 2027	30	19	1	6	4
In 2028	28	16	1	7	4
In 2029	30	18	1	6	5
In the next five years	144	83	2	31	28

Note

Includes Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe

The following table presents a sensitivity analysis for each significant actuarial

assumption showing how the defined benefit obligation would have been

affected by changes in the relevant actuarial assumption that were reasonably

possible at the balance sheet date. This sensitivity analysis applies to the

defined benefit obligation only and not to the net defined benefit pension

liability in its entirety, the measurement of which is driven by a number of

factors including, in addition to the assumptions below, the fair value of

plan assets.

The sensitivity analyses are based on a change in one assumption while

holding all other assumptions constant so that interdependencies between

the assumptions are excluded. The methodology applied is consistent with

that used to determine the recognised defined benefit obligation. The

sensitivity analysis for inflation is not shown as it is an underlying assumption

to build the pension and salary increase assumptions. Changing the inflation

assumption on its own without changing the salary or pension assumptions

will not result in a significant change in pension liabilities.

		(Decrease)/increase
		in benefit obligation
	2024	2023
Sensitivity analysis of significant actuarial assumptions	£m	£m
Discount rate
Increase by 25 basis points:
UK	–	–
North America	(3)	(4)
Western Continental Europe	(2)	(2)
Other 1	(1)	(1)
UK	–	–
North America	3	4
Western Continental Europe	2	2
Other 1	1	1
Increase by 25 basis points:
Western Continental Europe	1	1
Other 1	1	–
Western Continental Europe	(1)	(1)
Other 1	(1)	(1)
Increase by 25 basis points:
UK	–	–
Western Continental Europe	1	1
Decrease by 25 basis points:
UK	–	–
Western Continental Europe	(1)	(1)
Life expectancy
Increase in longevity by one additional year:
UK	1	1
North America	3	3
Western Continental Europe	3	3

Decrease by 25 basis points:

Rate of increase in salaries

Decrease by 25 basis points:

Rate of increase in pensions in payment

Note

Includes Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe

The following tables show the breakdown of the pension expense between

amounts charged to operating profit and amounts charged to finance costs:

	2024	2023	2022
	£m	£m	£m
Service cost 1	12	12	11
Administrative expenses	1	3	3
Charge to operating profit	13	15	14
Net interest expense on pension plans	4	4	2
Charge to profit before taxation
for defined benefit plans	17	19	16

Note

Includes current service cost, past service costs related to plan amendments and (gain)/loss on

settlements and curtailments

The following table shows the breakdown of amounts recognised in other

comprehensive income (OCI):

	2024	2023	2022
	£m	£m	£m
Return on plan assets (excluding interest income)	(4)	7	(128)
Changes in demographic assumptions underlying
the present value of the plan liabilities	–	(1)	–
Changes in financial assumptions underlying
the present value of the plan liabilities	11	(14)	144
Experience loss arising on the plan liabilities	(4)	(1)	–
Change in irrecoverable surplus	–	–	–
Actuarial gain/(loss) recognised in OCI	3	(9)	16

177WPP ANNUAL REPORT 2024

FINANCIAL STATEMENTSNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

22. EMPLOYEE BENEFIT OBLIGATIONS CONTINUED

(D) MOVEMENT IN PLAN LIABILITIES

The following table shows an analysis of the movement in the pension plan

liabilities for each accounting period:

	2024	2023	2022
	£m	£m	£m
Plan liabilities at beginning of year	381	553	689
Service cost 1	12	12	11
Interest cost	16	21	16
Actuarial loss/(gain):
Effect of changes in demographic assumptions	–	1	–
Effect of changes in financial assumptions	(11)	14	(144)
Effect of experience adjustments	4	1	–
Benefits paid	(33)	(38)	(52)
(Gain)/loss due to exchange rate movements	(2)	(17)	40
Settlement payments 2	(1)	(163)	(9)
Other 3	(1)	(3)	2
Plan liabilities at end of year	365	381	553

Notes

Includes current service cost, past service costs related to plan amendments and (gain)/loss on

settlements and curtailments

During the year ended 31 December 2023, the Group completed the winding-up of two defined

benefit pension plans: The Ogilvy & Mather Group Pension and Life Assurance Plan and the JWT

Pension and Life Assurance Scheme, constituting settlements under IAS 19. The settlements led

to the full elimination of associated plan assets and plan liabilities of £145 million, the fair value of

plan assets equaled the underlying liabilities upon settlement such that there is no impact on

2023 net assets or the income statement

Other includes acquisitions, disposals, plan participants’ contributions and reclassifications.

The reclassifications represent certain of the Group’s defined benefit plans which are included

in this note for the first time in the periods presented

(E) MOVEMENT IN PLAN ASSETS

The following table shows an analysis of the movement in the pension plan assets for each

accounting period:

	2024	2023	2022
	£m	£m	£m
Fair value of plan assets at beginning of year	259	431	552
Interest income on plan assets	12	16	13
Loss on plan assets (excluding interest income)	(4)	6	(127)
Employer contributions	20	20	24
Benefits paid	(33)	(38)	(52)
Gain/(loss) due to exchange rate movements	1	(12)	31
Settlement payments 1	(1)	(163)	(9)
Administrative expenses	(1)	(3)	(3)
Other 2	(2)	2	2
Fair value of plan assets at end of year	251	259	431
Actual return/(loss) on plan assets	8	22	(114)

Notes

During the year ended 31 December 2023, the Group completed the winding-up of two defined

benefit pension plans: The Ogilvy & Mather Group Pension and Life Assurance Plan and the JWT

Pension and Life Assurance Scheme, constituting settlements under IAS 19. The settlements led

to the full elimination of associated plan assets and plan liabilities of £145 million, the fair value of

plan assets equaled the underlying liabilities upon settlement such that there is no impact on

2023 net assets or the income statement

Other includes acquisitions, disposals, plan participants’ contributions and reclassifications.

The reclassifications represent certain of the Group’s defined benefit plans which are included

in this note for the first time in the periods presented

23. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

CAPITAL RISK MANAGEMENT

The Group manages its capital to ensure that entities in the Group will be able

to continue as a going concern while maximising the return to stakeholders

through the optimisation of debt and equity. The capital structure of the

Group consists of debt, which includes the borrowings disclosed in note 19,

cash and cash equivalents in note 18 and equity attributable to equity holders

of the parent, comprising issued capital, reserves and retained earnings as

disclosed in the consolidated statement of changes in equity and in note 25.

	2024	2023
	£m	£m
Cash and cash equivalents (note 18)	2,638	2,218
Borrowings due within one year (note 19)	(584)	(946)
Borrowings due after one year (note 19)	(3,744)	(3,775)
Cash and cash equivalents less borrowings	(1,690)	(2,503)
Equity	3,734	3,833
Capital	2,044	1,330

FINANCIAL RISK MANAGEMENT

Treasury activity is managed centrally from London, New York and Hong Kong,

and is principally concerned with the monitoring of working capital, managing

external and internal funding requirements and the monitoring and

management of financial market risks, in particular interest rate and foreign

exchange exposures.

The treasury operation is not a profit centre and its activities are carried out

in accordance with policies approved by the Board of Directors and subject

to regular review.

The Group manages liquidity risk by ensuring continuity and flexibility of

funding even in difficult market conditions. Undrawn committed borrowing

facilities are maintained in excess of peak net-borrowing levels and debt

maturities are closely monitored. Targets for average debt less cash position

are set on an annual basis and, to assist in meeting this, working capital targets

are set for all the Group’s major operations.

LIQUIDITY RISK

Liquidity risk is the risk that the Group cannot meet its financial obligations to

repay financial liabilities when they fall due. The Group maintains substantial

cash and cash equivalents which at 31 December 2024 amounted to £2.6 billion

(2023: £2.2 billion) and a five-year Revolving Credit Facility of $2.5 billion

(2023: $2.5 billion) due February 2029, with the option for two further one-year

extensions. The first of the two-year extension options was triggered in

January 2025, effective from February 2025 to extend the maturity to February

2030, which remained undrawn at 31 December 2024 (2023: undrawn).

The Group’s liquidity risk is concentrated towards bond principal repayments

between 2025 and 2046 (2023: 2024 and 2046).

Given its debt maturity profile and available facilities, the Directors

believe the Group has sufficient liquidity to match its requirements for

the foreseeable future.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

WPP ANNUAL REPORT 2024178

FINANCIAL STATEMENTS

23. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES CONTINUED

The following table is an analysis of future anticipated cash flows, in the form of interest and principal repayments, in relation to the Group’s financial liabilities

and derivatives, on an undiscounted basis which, therefore, differs from the fair value and carrying value:

					Trade	Total	Derivative	Derivative	Total
				Total	payables and	non-derivative	financial	financial	derivative
	Bank		Lease	borrowings	other financial	financial	instruments	instruments	financial
	overdrafts	Bonds 1	liabilities	and leases	liabilities 2	instruments	receivable	payable	instruments	Total
At 31 December 2024	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m
Within one year	(171)	(536)	(353)	(1,060)	(12,130)	(13,190)	1,244	(1,296)	(52)	(13,242)
Between one
and two years	–	(736)	(307)	(1,043)	(76)	(1,119)	99	(119)	(20)	(1,139)
Between two
and three years	–	(723)	(281)	(1,004)	(45)	(1,049)	62	(80)	(18)	(1,067)
Between three
and four years	–	(542)	(256)	(798)	(25)	(823)	516	(542)	(26)	(849)
Between four
and five years	–	(359)	(235)	(594)	(13)	(607)	632	(656)	(24)	(631)
Over five years	–	(2,265)	(1,260)	(3,525)	(9)	(3,534)	479	(525)	(46)	(3,580)
	(171)	(5,161)	(2,692)	(8,024)	(12,298)	(20,322)	3,032	(3,218)	(186)	(20,508)
Effect of discounting/
financing rates	–	1,004	672	1,676	26	1,702	–	–	134	1,836
Total	(171)	(4,157)	(2,020)	(6,348)	(12,272)	(18,620)	–	–	(52)	(18,672)

					Trade	Total	Derivative	Derivative	Total
				Total	payables and	non-derivative	financial	financial	derivative
	Bank		Lease	borrowings	other financial	financial	instruments	instruments	financial
	overdrafts	Bonds 1	liabilities	and leases	liabilities 2	instruments	receivable	payable	instruments	Total
At 31 December 2023	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m
Within one year	(358)	(711)	(406)	(1,475)	(12,335)	(13,810)	992	(1,018)	(26)	(13,836)
Between one
and two years	–	(535)	(327)	(862)	(84)	(946)	495	(503)	(8)	(954)
Between two
and three years	–	(746)	(282)	(1,028)	(131)	(1,159)	47	(52)	(5)	(1,164)
Between three
and four years	–	(726)	(261)	(987)	(13)	(1,000)	47	(52)	(5)	(1,005)
Between four
and five years	–	(704)	(231)	(935)	(10)	(945)	718	(650)	68	(877)
Over five years	–	(1,859)	(1,265)	(3,124)	(20)	(3,144)	–	–	–	(3,144)
	(358)	(5,281)	(2,772)	(8,411)	(12,593)	(21,004)	2,299	(2,275)	24	(20,980)
Effect of discounting/
financing rates	–	918	618	1,536	52	1,588	–	–	7	1,595
Total	(358)	(4,363)	(2,154)	(6,875)	(12,541)	(19,416)	–	–	31	(19,385)

Notes

Maturities reflect contractual cash flows applicable except in the event of a change of control or event of default, upon which the noteholder shall have the option to require the issuer to redeem or

repay the notes within 45 days of the notice period

Includes deferred income and customer advances of £1,160 million (2023: £1,319 million) within one year. Also includes contingent consideration liabilities, liabilities in respect of put option agreements

with vendors and non-derivative financial liabilities within trade and other payables as disclosed in note 17

179WPP ANNUAL REPORT 2024

FINANCIAL STATEMENTSNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

23. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

CONTINUED

FOREIGN CURRENCY RISK

The Group’s results in pounds sterling are subject to fluctuation as a result

of exchange rate movements. The Group does not hedge this translation

exposure to its earnings but does partially hedge the currency element of

its net assets using foreign currency borrowings, cross-currency swaps,

forward foreign exchange contracts and non-deliverable forward foreign

exchange contracts.

The Group effects these currency net asset hedges by borrowing in the same

currencies as the operating (or “functional”) currencies of its main operating

units. The majority of the Group’s debt is therefore denominated in US dollars,

pound sterling and euros. The Group’s borrowings (including cross currency

swaps) at 31 December 2024 were primarily made up of $1,284 million,

£1,501 million and €2,101 million (2023: $1,874 million, £1,094 million and

€2,100 million). The Group’s average gross debt during the course of 2024

was $1,683 million, £1,900 million and €2,100 million (2023: $2,511 million,

£1,173 million and €2,321 million).

The Group’s operations conduct the majority of their activities in their own

local currency and consequently the Group has no significant transactional

foreign exchange exposures arising from its operations. Any significant

cross-border trading exposures are hedged by the use of forward foreign-

exchange contracts. No speculative foreign exchange trading is undertaken.

INTEREST RATE RISK

The Group is exposed to interest rate risk on both interest-bearing assets and

interest-bearing liabilities. The Group has a policy of actively managing its

interest rate risk exposure using underlying debt, interest rate swaps and

other banking or finance arrangements to achieve a balanced mix of fixed

and floating rate debt. The Group’s interest rate profile and risk is reviewed

regularly at the Group's Treasury Committee.

At 31 December 2024, including the effect of interest rate and cross currency

swaps, 100% of the Group's US dollar, sterling and euro debt is at fixed

interest rates.

Analysis of fixed and floating rate debt by currency including the effect of

interest rate and cross-currency interest rate swaps:

			Fixed	Maturity 1
2024		£m	rate 1	(months)
Currency
$	– fixed	1,026	5.24	91
£	– fixed	1,501	3.53	83
€	– fixed	1,736	2.12	36
		4,263

			Fixed	Maturity 1
2023		£m	rate 1	(months)
Currency
$	– fixed	1,472	4.62	66
£	– fixed	1,094	2.97	130
€	– fixed	1,820	2.12	48
		4,386

Note

Weighted average

SENSITIVITY ANALYSIS

The following sensitivity analysis addresses the effect of currency and interest

rate risks on the Group’s financial instruments. The analysis assumes that all

hedges are highly effective.

CURRENCY RISK

A 10% strengthening of sterling against the Group’s major currencies would

result in the following impacts on the income statement and equity, which

would arise on the retranslation of foreign currency-denominated monetary

items. A 10% weakening of sterling would have an equal and opposite effect.

	Impact on	income statement		Impact on equity
	Gain/(loss)		Gain/(loss)
	2024	2023	2024	2023
	£m	£m	£m	£m
US dollar	(82)	41	93	18
Euro	105	186	–	–

INTEREST RATE RISK

A one percentage point increase in market interest rates for all currencies

in which the Group had cash and borrowings at 31 December 2024 would

decrease profit before tax by approximately £13 million (2023 increase of

£19 million). A one percentage point decrease in market interest rates would

have an equal and opposite effect. This has been calculated by applying the

interest rate change to the Group’s variable rate cash and borrowings. Note

that in practice, the Group has a cyclical cash profile throughout the year.

CREDIT RISK

The Group’s principal financial assets are cash and cash equivalents, trade and

other receivables and other investments, the carrying values of which represent

the Group’s maximum exposure to credit risk in relation to financial assets.

The Group’s credit risk is primarily attributable to its trade receivables.

The majority of the Group’s trade receivables are due from large national or

multinational companies where the risk of default is considered low. The

amounts presented in the consolidated balance sheet are net of expected

credit losses, estimated by the Group’s management based on expected

losses, prior experience and their assessment of the current economic

environment. A relatively small number of clients make up a significant

percentage of the Group’s debtors, but no single client represents more

than 6.5% of total trade receivables at 31 December 2024 (2023: 6.3%).

The credit risk on liquid funds and derivative financial instruments is limited

because the counterparties are high-rated (AAA) funds, banks with high credit

ratings assigned by international credit-rating agencies or banks that have

been financed by their government.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

WPP ANNUAL REPORT 2024180

FINANCIAL STATEMENTS

23. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES CONTINUED

FINANCIAL INSTRUMENTS AND HEDGE ACCOUNTING

An analysis of the Group's financial assets and liabilities by accounting classification is set out below:

	Derivatives in		Held at fair value
	designated	Held at fair	through other
	hedge	value through	comprehensive	Amortised	Carrying
	relationships	profit or loss	income	cost	value
2024	£m	£m	£m	£m	£m
Current and non-current assets
Trade and other receivables	–	–	–	10,197	10,197
Derivative assets	4	1	–	–	5
Other investments	–	306	92	–	398
Cash and cash equivalents	–	655	–	1,983	2,638
Current and non-current liabilities
Trade and other payables	–	–	–	(10,912)	(10,912)
Deferred income and customer advances	–	–	–	(1,160)	(1,160)
Borrowings	–	–	–	(4,328)	(4,328)
Derivative liabilities	(55)	(2)	–	–	(57)
Contingent consideration liabilities	–	(133)	–	–	(133)
Liabilities in respect of put options	–	–	–	(67)	(67)
	(51)	827	92	(4,287)	(3,419)

	Derivatives in		Held at fair value
	designated	Held at fair	through other
	hedge	value through	comprehensive	Amortised	Carrying
	relationships	profit or loss	income	cost	value
2023	£m	£m	£m	£m	£m
Current and non-current assets
Trade and other receivables	–	–	–	10,719	10,719
Derivative assets	31	2	–	–	33
Other investments	–	258	75	–	333
Cash and cash equivalents	–	181	–	2,037	2,218
Current and non-current liabilities
Trade and other payables	–	–	–	(10,919)	(10,919)
Deferred income and customer advances 1	–	–	–	(1,319)	(1,319)
Borrowings	–	–	–	(4,721)	(4,721)
Derivative liabilities	–	(2)	–	–	(2)
Contingent consideration liabilities	–	(199)	–	–	(199)
Liabilities in respect of put options	–	–	–	(104)	(104)
	31	240	75	(4,307)	(3,961)

Note

The prior year table has been re-presented to include deferred income and customer advances

Deferred income and customer advances are held at amortised cost and the carrying value approximates the fair value.

181WPP ANNUAL REPORT 2024

FINANCIAL STATEMENTSNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

23. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

CONTINUED

The following table provides an analysis of financial instruments that are

measured subsequent to initial recognition at fair value, grouped into levels 1

to 3 based on the degree to which the fair value is observable, or based on

observable inputs:

Level 1 fair value measurements are those derived from quoted prices

(unadjusted) in active markets for identical assets or liabilities;

Level 2 fair value measurements are those derived from inputs other than

quoted prices included within level 1 that are observable for the asset or

liability, either directly (ie as prices) or indirectly (ie derived from prices);

Level 3 fair value measurements are those derived from valuation techniques

that include inputs for the asset or liability that are not based on observable

market data (unobservable inputs).

	Level 1	Level 2	Level 3	Total
2024	£m	£m	£m	£m
Derivatives in designated
hedge relationships
Derivative assets	–	4	–	4
Derivative liabilities	–	(55)	–	(55)
Held at fair value through profit or loss
Money market funds	655	–	–	655
Other investments	73	–	233	306
Derivative assets	–	1	–	1
Derivative liabilities	–	(2)	–	(2)
Contingent consideration liabilities	–	–	(133)	(133)
Held at fair value through other comprehensive income
Other investments	3	–	89	92

	Level 1	Level 2	Level 3	Total
2023	£m	£m	£m	£m
Derivatives in designated
hedge relationships
Derivative assets	–	31	–	31
Derivative liabilities	–	–	–	–
Held at fair value through profit or loss
Money market funds	181	–	–	181
Other investments	1	–	257	258
Derivative assets	–	2	–	2
Derivative liabilities	–	(2)	–	(2)
Contingent consideration liabilities	–	–	(199)	(199)
Held at fair value through other comprehensive income
Other investments	7	–	68	75

Reconciliation of level 3 fair value measurements:

	Contingent
	consideration	Other
	liabilities	investments
	£m	£m
1 January 2023	(160)	359
Gains/(losses) recognised in the income statement	51	(27)
Gains recognised in other comprehensive income	–	1
Exchange adjustments	2	–
Additions	(150)	3
Disposals	–	(11)
Settlements	58	–
31 December 2023	(199)	325
Gains/(losses) recognised in the income statement	1	(29)
Exchange adjustments	1	2
Additions	(33)	24
Settlements	97	–
31 December 2024	(133)	322

The fair values of financial assets and liabilities are based on quoted market

prices where available. Where the market value is not available, the Group has

estimated relevant fair values on the basis of available information from outside

sources. There have been no movements between level 3 and other levels.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

OFFSETTING FINANCIAL ASSETS AND LIABILITIES

Financial assets and liabilities are offset, and the net amount reported in the consolidated balance sheet when there is a legally enforceable right to offset the

recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. Derivative financial instruments

that do not meet the criteria for offset could be settled net in certain circumstances under ISDA (‘International Swaps and Derivatives Association’) agreements

where each party has the option to settle amounts on a net basis in the event of default from the other.

The following table sets out the carrying amount of recognised financial instruments that are subject to the above agreements. The column ‘Net amount’ shows

the impact on the Group’s consolidated statement of financial position if offset rights were exercised.

		31 December 2024			31 December 2023
	Gross amounts	Right of set off		Gross amounts	Right of set off
	presented in	with derivative	Net	presented in	with derivative	Net
	Balance Sheet	counterparties	amount	Balance Sheet	counterparties	amount
	£m	£m	£m	£m	£m	£m
Derivative financial assets	5	(5)	–	33	5	38
Derivative financial liabilities	(57)	5	(52)	(2)	(5)	(7)
Total	(52)	–	(52)	31	–	31

WPP ANNUAL REPORT 2024182

FINANCIAL STATEMENTS

The hedge ratio for each designation will be established by comparing the

quantity of the hedging instrument and the quantity of the hedged item to

determine their relative weighting, for all of the Group’s existing hedge

relationships the hedge ratio has been determined as 1:1. Designated hedges

are expected to be effective and therefore the impact of ineffectiveness on

profit and loss not expected to be material.

CASH FLOW AND FAIR VALUE HEDGE ACCOUNTING

In March 2024, the Group issued a €600 million bond due September 2029

and a €650 million bond due September 2033. Concurrently, the Group

entered into cross currency swap contracts with receipts of €600 million

and payments of £513 million due in September 2029, cross currency swap

contracts with receipts of €650 million and payments of £556 million due in

September 2033 and a £556 million interest rate swap contract due in March

2025 to mitigate foreign currency and interest rate risks. The Group applied

cash flow hedge accounting for the 2025 and 2029 hedges and fair value

hedge accounting for the 2033 hedge.

In December 2024, the Group repurchased €200 million of the bond due in

May 2028, €249 million of the bond due in September 2029 and €150 million

of the bond due in September 2033. Concurrently, the Group terminated

cross currency swap contracts with receipts of €200 million and payments

of $216 million due in May 2028, cross currency swap contracts with receipts

of €250 million and payments of £214 million due in September 2029, cross

currency swap contracts with receipts of €150 million and payments of

£128 million due in September 2033 and £128 million of interest rate swap

contracts due in March 2025. The Group ceased to apply hedge accounting

for this portion the hedge.

NET INVESTMENT HEDGE ACCOUNTING

In November 2024, the Group entered into cross currency swap contracts

due in September 2029 with receipts of £300 million and payments of

$377 million as a hedge of the Group’s foreign currency translation risk arising

on consolidation of the Group’s net investment in its USD foreign operations.

The Group applied net investment hedge accounting.

In September 2024, $750 million of bonds, designated as hedging instruments

in a net investment hedge relationship, were repaid. The Group ceased to

apply net investment hedge accounting for this portion of the hedge.

HEDGE ACCOUNTING SUMMARY

At 31 December 2024, the Group had the following financial instruments

designated as net investment hedges in respect of the foreign currency

translation risk arising on consolidation of the Group’s net investment in

its USD foreign operations:

– $595 million leg of its cross currency swaps due May 2028

– $377 million leg of its cross currency swaps due September 2029

– $93 million bond due September 2042

– $220 million bond due November 2043

At 31 December 2024, the Group had the following financial derivative

instruments in designated fair value hedging relationships:

– €500 million leg of its cross currency interest rate swaps due

September 2033

At 31 December 2024, the Group had the following financial derivative

instruments in designated cashflow hedging relationships:

– €500 million leg of its cross currency swaps due March 2025

– £428 million interest rate swaps due March 2025

– €550 million leg of its cross currency swaps due May 2028

– €350 million leg of its cross currency swaps due September 2029

– £63 million of non-deliverable forward foreign exchange contracts

due between 2025 and 2028

23. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

CONTINUED

CONTINGENT CONSIDERATION LIABILITIES AND LIABILITIES IN

RESPECT OF PUT OPTIONS

Future anticipated payments due to vendors in respect of contingent

consideration liabilities are recorded at fair value, which is the present value

of the expected cash outflows of the obligations. Liabilities in respect of put

option agreements are initially recorded at the present value of the redemption

amount in accordance with IAS 32 and subsequently measured at amortised

cost in accordance with IFRS 9. Both types of obligations are dependent on

the future financial performance of the entity and it is assumed that future

profits are in line with Directors' estimates. The Directors derive their

estimates from internal business plans together with financial due diligence

performed in connection with the acquisition

As of 31 December 2024, the potential undiscounted amount of future payments

that could be required under the contingent consideration agreements for

acquisitions completed in the current year and for all contingent consideration

agreements ranges from £nil to £51 million (2023: £nil to £326 million) and

£nil to £594 million (2023: £nil to £753 million), respectively. The decrease in

maximum potential undiscounted amount of future payments for all contingent

consideration agreements is due to arrangements that have been completed

and paid, or amended, which is partially offset by contingent consideration

agreements related to current year acquisitions or increases in ownership.

For certain current year step-up acquisitions the maximum payment under

the contingent consideration agreement is not limited.

At 31 December 2024, the weighted average growth rate in estimating

future financial performance of contingent consideration liabilities was 21.5%

(2023: 14.3%). The weighted average of the risk-adjusted discount rate applied

to these obligations at 31 December 2024 was 4.9% (2023: 6.3%). A change to

either of these inputs to reflect a reasonably possible alternative assumption

would not result in a significant change to the fair value.

OTHER INVESTMENTS

The fair value of other investments included in level 1 is based on quoted

market prices. Other investments included in level 3 are unlisted securities,

where market value is not readily available. The Group has estimated relevant

fair values on the basis of information from outside sources using the most

appropriate valuation technique, including external funding rounds and

earnings multiples. The sensitivity to changes in unobservable inputs is

specific to each individual investment. A change to one or more of these

unobservable inputs to reflect a reasonably possible alternative assumption

would not result in a significant change to the fair value.

HEDGE ACCOUNTING

The Group uses foreign currency borrowings, foreign currency forwards and

swaps, interest rate swaps and cross-currency interest rate swaps for the

purpose of hedging its foreign currency and interest rate risks. The Group may

designate certain financial instruments as fair value hedges, cash flow hedges

or net investment hedges in accordance with IFRS 9.

Hedge effectiveness is determined at the inception of the hedge relationship,

and through periodic prospective effectiveness assessments to ensure that

an economic relationship exists between the hedged item and hedging

instrument. Sources of hedge effectiveness will depend on the hedge

relationship designation but may include:

– a significant change in the credit risk of either party to the hedging

relationship

– a timing mismatch between the hedging instrument and the hedged item;

– movements in foreign currency basis spread for derivatives in a fair

value hedge;

– impairment to the Group’s net investment in US dollars

183WPP ANNUAL REPORT 2024

FINANCIAL STATEMENTSNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

23. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES CONTINUED

The following table represents the Group’s continued designated hedge relationships under IFRS 9.

		Cash flow hedges		Cash flow hedges		Fair value hedges of		Net investment
		of foreign		of interest		foreign currency and		hedges of foreign
		currency risk 1		rate risk 2		interest rate risk		currency risk
	2024	2023	2024	2023	2024	2023	2024	2023
Carrying amount of derivative hedging instruments 3	£(56)m	£(17)m	–	–	£(15)m	–	£20m	£48m
Carrying amount of non-derivative
hedging instruments (bonds)	–	–	–	–	–	–	£(244)m	£(835)m
Notional amount of hedged items	€1,400m	€1,250m	£428m	–	€500m	–	–	–
Notional amount of hedging instruments	€1,400m	€1,250m	£428m	–	€500m	–	US$1,285m	US$1,874m
Notional amount of hedged net assets	–	–	–	–	–	–	US$1,285m	US$1,874m
Change in fair value of hedged items gain/(loss)	£2m	£32m	–	–	£4m	–	£3m	£(108)m
Change in fair value of hedging instrument (loss)/gain	£(5)m	£(29)m	–	–	£(7)m	–	£(3)m	£110m
Hedge ineffectiveness (loss)/gain	£(3)m	£3m	–	–	£(3)m	–	–	£2m
Fair value (loss)/gain arising on hedging instruments
deferred to OCI	£(35)m	£(43)m	–	–	–	–	£(3)m	£108m
Fair value amounts reclassified to profit and loss	£58m	£44m	–	–	–	–	–	–
Maturity date	2025-29	2025-28	2025	–	2033	–	2028-43	2024-43
Weighted average interest rate	4.45%	4.43%	4.96%	–	SONIA	–	5.24%	4.62%
Weighted average FX rate 4	1.14	1.13	–	–	1.17	–	1.24	1.23

Notes

Relates to fix to fix Euro to GBP cross currency swaps designated as cash flow hedges

Relates to float to fix GBP interest rate swaps

This amount is presented in trade and other receivables, and trade and other payables. The use of derivatives may entail a derivative transaction qualifying for more than one hedge type designation

under IFRS 9. Therefore, the carrying amounts are grossed up by hedge type, whereas they are presented at an instrument level in the balance sheet

Weighted average fx rate is GBP against the currency in which the hedged item is presented

24. AUTHORISED AND ISSUED SHARE CAPITAL

		Equity	Nominal
		ordinary	value
		shares 1	£m
Authorised
1 January 2022		1,750,000,000	175
31 December 2022		1,750,000,000	175
31 December 2023		1,750,000,000	175
31 December 2024		1,750,000,000	175
Issued and fully paid
1 January 2022	1,224,4	59,550	122
Exercise of share options		125,700	–
Share cancellations		(83,157,954)	(8)
At 31 December 2022		1,141,427,296	114
Exercise of share options		85,900	–
At 31 December 2023		1,141,513,196	114
Exercise of share options		248,625	–
Share cancellations		(50, 367, 570)	(5)
At 31 December 2024		1,091,394,251	109

Note

Ordinary shares have a par value of £0.10

COMPANY’S OWN SHARES

The Company’s holdings of own shares are stated at cost and represent shares

held in treasury and purchases by the Employee Share Ownership Plan (ESOP)

trusts of shares in the Company for the purpose of funding certain of the

Group’s share-based incentive plans.

The trustees of the ESOP purchase the Company’s ordinary shares in the

open market using funds provided by the Company. The Company also

has an obligation to make regular contributions to the ESOP to enable

it to meet its administrative costs. The number and market value of the

ordinary shares of the Company held by the ESOP at 31 December 2024

was 39,769 (2023: 490,646, 2022: 1,211,974), and £0.3 million (2023: £4 million,

2022: £10 million) respectively. The number and market value of ordinary

shares held in treasury at 31 December 2024 was 12,591,893 (2023: 66,675,497,

2022: 70,489,953) and £104 million (2023: £502 million, 2022: £578 million)

respectively.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

WPP ANNUAL REPORT 2024184

FINANCIAL STATEMENTS

25. OTHER RESERVES

Other reserves comprise the following:

	Capital				Total
	redemption	Equity	Hedging	Translation	other
	reserve	reserve	reserve	reserve	reserves
	£m	£m	£m	£m	£m
Balance at 1 January 2022	14	(577)	–	227	(336)
Foreign exchange differences on translation of foreign operations	–	–	–	408	408
Loss on net investment hedges	–	–	–	(141)	(141)
Cash flow hedges:
Fair value gain arising on hedging instruments	–	–	38	–	38
Amounts reclassified to profit or loss	–	–	(38)	–	(38)
Share of other comprehensive income of associate undertakings	–	–	–	32	32
Share cancellations	8	–	–	–	8
Recognition and remeasurement of financial instruments	–	102	–	–	102
Share purchases – close period commitments	–	212	–	–	212
Balance at 31 December 2022	22	(263)	–	526	285
Foreign exchange differences on translation of foreign operations	–	–	–	(404)	(404)
Gain on net investment hedges	–	–	–	108	108
Cash flow hedges:
Fair value loss arising on hedging instruments	–	–	(43)	–	(43)
Amounts reclassified to profit or loss	–	–	44	–	44
Share of other comprehensive income of associate undertakings	–	–	–	(1)	(1)
Recognition/derecognition of liabilities in respect of put options	–	198	–	–	198
Balance at 31 December 2023	22	(65)	1	229	187
Foreign exchange differences on translation of foreign operations	–	–	–	(70)	(70)
Loss on net investment hedges	–	–	–	(3)	(3)
Cash flow hedges:
Fair value loss arising on hedging instruments	–	–	(35)	–	(35)
Amounts reclassified to profit or loss	–	–	58	–	58
Cost of hedging	–	–	(8)	–	(8)
Share cancellations	5	–	–	–	5
Net movement in own shares held by ESOP Trusts	–	–	–	(8)	(8)
Recognition/derecognition of liabilities in respect of put options	–	25	–	–	25
Balance at 31 December 2024	27	(40)	16	148	151

The capital redemption reserve relates entirely to share cancellations.

The equity reserve primarily relates to the recognition/derecognition of liabilities in respect of put option agreements entered into by the Group as part of a

business combination that allows non-controlling shareholders to sell their shares to the Group in the future. During 2023, the Company sold a portion of its

ownership of FGS to KKR. As part of this transaction the previous put option granted to management shareholders was derecognised. During 2021, the Company

entered into an agreement with a third party to conduct share buybacks on its behalf in the close period commencing on 16 December 2021 and ending on

18 February 2022, in accordance with UK listing rules. The commitment resulting from this agreement constituted a liability at 31 December 2021 and was also

recognised as a movement in the equity reserve in the year ended 31 December 2021. After the close period ended on 18 February 2022, the liability was settled

and the amount in other reserves was reclassified to retained earnings.

The hedging reserve comprises the effective portion of the cumulative net change in fair value of cash flow hedges less amounts reclassified to profit or loss.

The translation reserve contains the accumulated gains/(losses) on currency translation of foreign operations arising on consolidation.

The translation reserve comprises:

	2024	2023	2023
	£m	£m	£m
Balance relating to continuing net investment hedges	(86)	(53)	(144)
Balance relating to discontinued net investment hedges	(38)	(68)	(85)
Balance relating to foreign exchange differences on translation of foreign operations	272	350	755
	148	229	526

185WPP ANNUAL REPORT 2024

FINANCIAL STATEMENTSNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

26. ORDINARY DIVIDENDS

Amounts recognised as distributions to equity holders in the year:

	2024	2023	2022	2024	2023	2022
Per share		Pence per share		£m	£m	£m
Final dividend in respect of the prior year	24.4p	24 .4p	18.7p	263	262	203
Interim dividend
in respect of the current year	15 .0p	15.0p	15.0p	162	161	162
	39.4p	39.4p	33.7p	425	423	365

	2024	2023	2022	2024	2023	2022
Per ADR 1		Cents per ADR		$m	$m	$m
Final dividend in respect of the prior year	151.7¢	150.8¢	128.6¢	327	324	280
Interim dividend
in respect of the current year	95.9¢	93.3¢	92.7¢	207	200	200
	247.6	244.1¢	221.3¢	534	524	480

Proposed final dividend for the year ended 31 December 2024:

	2024	2023	2022
Per share		Pence per share
Final dividend	24.4p	24.4p	24.4p

	2024	2023	2022
Per ADR 1		Cents per share
Final dividend	156.0¢	151.7¢	150.8¢

Note

These figures have been translated for convenience purposes only, using the approximate

average rate for the year of US$1.2785 (2023: US$1.2438, 2022: US$1.2363) This conversion

should not be construed as a representation that the pound sterling amounts actually represent,

or could be converted into, US dollars at the rates indicated

The payment of dividends will not have any tax consequences for the Group.

Final dividends are paid in the subsequent year to which they relate.

At 31 December 2024 the WPP plc (the parent Company) distributable

reserves amounted to £4,012 million (2023: £4,798 million) which, under the

Companies (Jersey) Law 1991, is total reserves excluding share capital and

capital redemption reserve. Further details of the Company’s share capital

are shown in note 24.

27. ACQUISITIONS

The Group acquired a number of subsidiaries in the year and in the prior year.

The net assets of the business acquired are reflected in the Group's financial

statements at their fair value at acquisition date. The fair value of the

consideration and the assets and liabilities acquired are summarised below.

	Fair value	Fair value
	2024	2023
	£m	£m
Intangible assets	17	141
Current assets	20	41
Other assets	–	3
Other liabilities	–	(49)
Other current liabilities	(8)	(37)
Other non-current liabilities	(4)	(6)
Deferred tax liabilities	(4)	(34)
Net Assets	21	59
Non-controlling interests	–	(2)
Goodwill	34	298
Consideration	55	355
Consideration satisfied by:
Cash	47	227
Payments due to vendors	8	128

Goodwill arising from acquisitions represents the value of synergies and

assembled workforce to deliver services to our clients. Goodwill that is

expected to be deductible for tax purposes is nil (2023: £62 million).

Non-controlling interests in acquired companies are measured at the

non-controlling interests’ proportionate share of the acquiree’s identifiable

net assets. There were no newly acquired subsidiaries with non-controlling

interests that are individually material to the Group.

The contribution to revenue and operating profit of acquisitions completed

in the year was not material. There were no material acquisitions completed

between 31 December 2024 and the date the financial statements have been

authorised for issue.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

WPP ANNUAL REPORT 2024186

FINANCIAL STATEMENTS

28. DISPOSALS OF SUBSIDIARIES

DISPOSAL OF FGS GLOBAL

On 7 August 2024, the Group announced its intention to dispose of its 50.4%

investment in FGS Global ("FGS"). On 2 December 2024, the disposal of FGS

to Kite Bidco Inc., an entity controlled by Kohlberg Kravis Roberts & Co. L.P.

("KKR") was completed. Cash consideration of £613 million was received on

the completion date. In addition, as part of the disposal agreement, loans

owing by FGS to WPP Group entities totalling £93 million were settled. These

loans were included as Borrowings in the balance sheet of FGS at disposal and

were settled separately to the cash consideration.

	£m
Goodwill	448
Intangible assets	60
Right of use assets	59
Cash and cash equivalents 1	93
Trade and other receivables	106
Accrued income	24
Other assets	29
Total assets	819
Borrowings	(93)
Lease liabilities	(74)
Deferred income	(16)
Trade and other payables	(93)
Deferred tax liabilities	(33)
Other liabilities	(3)
Total liabilities	(312)
Net assets	507
Non-controlling interests	(100)
Net assets disposed	407
Consideration received 1	613
Gain on disposal before income tax and reclassification
of foreign currency translation reserve	206
Reclassification of foreign currency translation reserve	69
Gain on disposal before income tax	275
Income tax expense on gain	(79)
Gain on disposal after income tax	196

Note

Consideration received less cash and cash equivalents disposed is included within 'Disposals of

investments and subsidiaries' in investing activities in the consolidated cash flow statement

OTHER DISPOSALS

Proceeds from the disposal of other investments and subsidiaries during the

year, less cash and cash equivalents disposed, amounted to £33 million

(2023: £99 million), which is included within 'Disposals of investments and

subsidiaries' in investing activities in the consolidated cash flow statement.

29. RELATED PARTY TRANSACTIONS

The Group enters into transactions with its associate undertakings, primarily in

relation to pass-through billing arrangements.

The following amounts were outstanding at 31 December 2024 and 2023:

	2024	2023
	£m	£m
Amounts owed by related parties	68	74
Amounts owed to related parties	(104)	(75)

There are no material provisions for doubtful debts relating to these balances

and no material expense has been recognised in the income statement in

relation to bad or doubtful debts for 2024 or 2023.

30. EVENTS AFTER THE REPORTING PERIOD

There were no events after the reporting period that require disclosure.

187WPP ANNUAL REPORT 2024

FINANCIAL STATEMENTSNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

OUR AUDIT APPROACH

OVERVIEW

Audit scope

– PwC component teams were deployed to perform audit procedures at

46 in-scope reporting units, only one of which is considered to be

individually financially significant due to size

– The group audit team completed audit procedures over the consolidation

and material balances and transactions processed centrally

– The operating units where we conducted audit procedures, together with

work performed at corporate functions and at the group level, accounted

for approximately 56% of the group’s revenue and approximately 80% of

the group’s total assets

Key audit matters

– Impairment assessment of goodwill related to the AKQA Group and Landor

cash generating units

Materiality

– Overall materiality: £73m based on approximately 5% of headline profit

before tax

– Performance materiality: £36m representing a 50% haircut on overall

materiality

THE SCOPE OF OUR AUDIT

As part of designing our audit, we determined materiality and assessed the

risks of material misstatement in the financial statements.

KEY AUDIT MATTERS

Key audit matters are those matters that, in the auditors’ professional

judgement, were of most significance in the audit of the financial statements

of the current period and include the most significant assessed risks of material

misstatement (whether or not due to fraud) identified by the auditors,

including those which had the greatest effect on: the overall audit strategy;

the allocation of resources in the audit; and directing the efforts of the

engagement team. These matters, and any comments we make on the results

of our procedures thereon, were addressed in the context of our audit of the

financial statements as a whole, and in forming our opinion thereon, and we

do not provide a separate opinion on these matters.

INDEPENDENT AUDITORS’ REPORT

TO THE MEMBERS OF WPP PLC

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS

OPINION

In our opinion, the consolidated financial statements of WPP plc (the “company”)

and its subsidiaries (together the “group”):

– give a true and fair view of the state of the group’s affairs at

31 December 2024 and of its profit and cash flows for the year then ended;

– have been properly prepared in accordance with International Financial

Reporting Standards (“IFRSs”) as issued by the International Accounting

Standards Board (“IASB”); and

– have been prepared in accordance with the requirements of the Companies

(Jersey) Law 1991.

We have audited the financial statements, included within the Annual Report &

Accounts 2024 (the “Annual Report”), which comprise: the consolidated

balance sheet at 31 December 2024; the consolidated income statement, the

consolidated statement of comprehensive income, the consolidated cash flow

statement and the consolidated statement of changes in equity for the year

then ended; and the notes to the financial statements, comprising material

accounting policy information and other explanatory information.

Our opinion is consistent with our reporting to the Audit Committee.

BASIS FOR OPINION

We conducted our audit in accordance with International Standards on

Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs

(UK) are further described in the auditors’ responsibilities for the audit of the

financial statements section of our report. We believe that the audit evidence

we have obtained is sufficient and appropriate to provide a basis for our

opinion.

INDEPENDENCE

We remained independent of the group in accordance with the ethical

requirements that are relevant to our audit of the financial statements in the

UK, which include the Financial Reporting Council’s (“FRC”) Ethical Standard,

as applicable to listed public interest entities in accordance with the

requirements of the Crown Dependencies’ Audit Rules and Guidance for

Market-Traded Companies and we have fulfilled our other ethical

responsibilities in accordance with these requirements. To the best of our

knowledge and belief, we declare that non-audit services prohibited by the

FRC’s Ethical Standard were not provided subject to one exception. During

2023 and prior to our formal appointment as the group’s auditors for the year

ended 31 December 2024, we identified that we had been engaged by one of

the group’s subsidiaries to provide tax advice related to tax return disclosures

for certain shareholders of that subsidiary, which is a prohibited service under

paragraph 5.40 of the FRC Revised Ethical Standard 2019. The service related

to an immaterial subsidiary that did not form part of our evidence in respect of

the audit of the group’s consolidated financial statements and had no impact

on the accounting records or internal controls over financial reporting. Based

on our assessment of this breach, the nature and scope of the service and the

subsequent actions taken, we confirm that the provision of this service has not

affected our professional judgements in connection with our audit and we

therefore remained independent for the purposes of the audit.

Other than those disclosed in note 3, we have provided no non-audit services

to the company or its controlled undertakings in the period under audit.

188

FINANCIAL STATEMENTS

WPP ANNUAL REPORT 2024

This is not a complete list of all risks identified by our audit.

Key audit matter How our audit addressed the key audit matter

Impairment assessment of goodwill related to the AKQA Group and Landor

cash generating units

At 31 December 2024, the group had £7,610m (2023: £8,389m) of goodwill.

The goodwill associated with AKQA Group and Landor cash generating units

(“CGUs”) amounted to £435m and £89m respectively. Goodwill is tested for

impairment annually at 30 September or more frequently if impairment

indicators exist. During the year, the group recognised a £237m impairment

charge, of which £158m related to the AKQA Group.

Potential impairments are identified by comparing the recoverable amount

of a CGU to its carrying value, including goodwill. The recoverable amount is

determined as the higher of value in use or fair value less costs of disposal, both

of which are estimated by management using discounted cash flow models.

The carrying value of goodwill is therefore dependent on estimates of

future cash flows and there is a risk that if management does not achieve

these cash flow estimates it could give rise to further impairment charges.

This risk increases in periods when CGU trading performance does not

meet expectations.

The impairment assessments performed by management contain a number

of assumptions. The assumptions used included forecasted revenue less

pass-through costs growth, operating margins, long-term growth rates and

post-tax discount rates. Changes in these assumptions can result in materially

different impairment charges or available headroom. Management has

identified revenue less pass-through costs growth and operating margins

as key sources of estimation uncertainty.

Refer to the critical judgements and estimation uncertainty in applying

accounting policies section of the accounting policies and to note 11 for

management’s disclosures.

We evaluated and tested the design and operation of key controls in place

over the goodwill impairment assessment process and over the group’s

forecasting process.

We obtained management’s impairment models at 30 September 2024 and

we validated their mathematical integrity and compliance with the applicable

accounting standards. We validated the carrying amounts of the net assets

subject to impairment testing to the underlying accounting records, making

sure that there was appropriate consistency between the assets and liabilities

that were included and the related cash flows. We tested the completeness

and accuracy of the underlying data used in the discounted cash flow model,

compared the cash flow projections to the strategic plan and assessed how

these projections are compiled. We evaluated the historical accuracy of

management’s budgeting and forecasting.

We performed independent sensitivity analysis to identify the assumptions

that could reasonably cause a material change in the impairment charge for

AKQA Group and Landor. We evaluated the reasonableness of the assumptions

including revenue less pass-through costs growth, operating margins,

long-term growth rates and post-tax discount rates. We considered growth

rates in comparison to past performance and external market and industry

data to assess whether the forecasts are achievable and realistic. We

considered whether the assumptions were consistent with evidence obtained

in other areas of the audit.

Deploying our valuations experts, we assessed the long-term growth rate

and post-tax discount rate applied to each CGU compared with third party

information, the group’s cost of capital and relevant risk factors. We also

compared the earnings multiples implied by the discounted cash flow models

to recent acquisitions and peer companies.

Management assessed that climate change factors do not have a material

impact on the recoverable value of the CGUs. We considered the extent to

which each CGU and the underlying client sectors which it serves are exposed

to climate change risk and the forecast cost required to meet the group’s

carbon reduction commitments.

We checked for any additional indicators of impairment at 31 December 2024

by considering full year performance and latest forecasts.

We have assessed management’s disclosures in light of the impairment testing

we performed and IFRS requirements.

Based on the procedures performed, we noted no material issues arising from

our work.

189

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WPP PLC FINANCIAL STATEMENTS

WPP ANNUAL REPORT 2024

HOW WE TAILORED THE AUDIT SCOPE

We tailored the scope of our audit to ensure that we performed enough work

to be able to give an opinion on the financial statements as a whole, taking

into account the structure of the group, the accounting processes and controls

and the industry in which it operates.

The financial statements are a consolidation of over 750 components, which

comprise the group’s operating businesses along with its centralised functions

at the group, network and regional levels. In establishing the overall approach

to the group audit, we determined the type of work that needed to be

performed at the components by us, as the group engagement team, or by

component auditors of other PwC network firms under our instruction. We

deployed component auditors to perform audit procedures at 46 in-scope

components, including one financially significant component due to size in the

US. We performed further audit procedures centrally over financial information

at an additional 44 components to achieve sufficient coverage over

consolidated balances and transactions. We supplemented these procedures

over the group’s operating businesses by completing testing at the network

and regional levels, covering the network and regional hubs for all operating

businesses included in our scope.

Where the work was performed by component auditors, we determined

the level of involvement we needed to have in the audit work at those

components to be able to conclude whether sufficient appropriate audit

evidence had been obtained as a basis for our opinion on the financial

statements as a whole. In addition to instructing and reviewing the reporting

from our component audit teams, we were in regular dialogue with all of

our component teams throughout the audit period, we led audit planning

workshops and calls with key component team leaders to align on risk

assessment and approach to key areas of the audit, we conducted file reviews

for certain components and we participated in key meetings with local

management. We made site visits to the US, China, Australia and Germany to

meet with our component teams and local management in the group’s largest

markets in person. We also undertook the same oversight procedures for the

UK-based components included in our scope for which our component teams

are based in the same office as the group audit team.

The consolidation, financial statement disclosures and certain balances and

transactions processed centrally by management in the UK were audited by

the group audit team. This included procedures related to taxation, treasury,

pensions, impairment and elements of expected credit losses on trade

receivables.

Taken together, the audit procedures carried out by the group and component

audit teams provided coverage of approximately 56% of the group’s revenue

and approximately 80% of the group’s total assets. No individual component

not included in our group audit scope contributed more than 3% to the

group’s revenue. This provided the evidence we needed for our opinion on

the consolidated financial statements taken as a whole. This coverage was

before considering the contribution to our audit evidence from performing

audit work at the group level, including disaggregated analytical review

procedures, which covered certain of the group’s smaller and lower risk

components that were not directly included in our group audit scope.

THE IMPACT OF CLIMATE RISK ON OUR AUDIT

Our audit involved enquiring with management to understand the process

to assess the extent of the potential impact of climate-related risks on the

group and its consolidated financial statements. The group identified the

following climate-related risks: increased frequency of extreme weather and

climate-related natural disasters; delivering carbon reduction commitments;

change in regulation and reporting standards; and increased reputational

risk associated with misrepresenting environmental claims in marketing

and advertising content and working on client briefs perceived to be

environmentally detrimental. We considered the completeness of these

risks by reference to our knowledge of the business, the risks identified by

competitors and other sources such as the group’s submission to the Carbon

Disclosure Project. As disclosed within the accounting policies section of the

consolidated financial statements, management has assessed there to be no

material impact of climate change on the consolidated financial statements.

We assessed that the key area in the consolidated financial statements which

is more likely to be materially impacted by climate change is the recoverability

of goodwill. As part of our audit, we challenged how management had

identified and incorporated the costs of meeting its 2025 scope 1 and 2 and

2030 scope 3 reduction targets within the forecasts. We also considered other

areas of the financial statements dependent on forecasts, including

the recoverability of deferred tax assets and the group’s going concern

assessment. Due to the short time horizon of the going concern assessment

and the period over which deferred tax assets are recovered, we concluded

that climate change does not have a material impact over these judgements.

We evaluated how management assessed the exposure to physical risks

at its key locations and whether the useful economic lives over which

property-related assets are depreciated were appropriate in this context.

We did not identify any matters as part of this work which were inconsistent

with the disclosures in the Annual Report or which led to any material

adjustments to the consolidated financial statements. In addition, with the

assistance of PwC specialists, we assessed the Task Force on Climate-Related

Financial Disclosures (“TCFD”) recommended disclosures and we read the

disclosures made in relation to climate-related risks in the other information

within the Annual Report. We considered the consistency of these disclosures

with the consolidated financial statements and the knowledge obtained

from our audit. Our responsibility over the other information presented in

the Annual Report is further described in the reporting on other information

section of our report.

Our procedures did not identify any material impact in the context of our audit

of the consolidated financial statements as a whole or on our key audit matter

for the year ended 31 December 2024.

INDEPENDENT AUDITORS' REPORT

TO THE MEMBERS OF WPP PLC CONTINUED

190

FINANCIAL STATEMENTS

WPP ANNUAL REPORT 2024

MATERIALITY

The scope of our audit was influenced by our application of materiality. We set

certain quantitative thresholds for materiality. These, together with qualitative

considerations, helped us to determine the scope of our audit and the nature,

timing and extent of our audit procedures on the individual financial statement

line items and disclosures and in evaluating the effect of misstatements, both

individually and in aggregate on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the

financial statements as a whole as follows:

Overall group materiality £73m

How we determined it Approximately 5% of headline profit before tax

Rationale for

benchmark applied

The group’s principal measure of performance

is headline profit, which excludes certain items

from statutory profit that management believes

are non-trading and/or that are large, unusual

and non-recurring. We took this measure into

account in determining our materiality as it is

the metric against which the performance of

the group is most commonly assessed by

management and reported to shareholders.

For each component in the scope of our group audit, we allocated a

materiality that is less than our overall group materiality. The range of

materiality allocated across components was between £4m and £30m.

We use performance materiality to reduce to an appropriately low level the

probability that the aggregate of uncorrected and undetected misstatements

exceeds overall materiality. Specifically, we use performance materiality in

determining the scope of our audit and the nature and extent of our testing

of account balances, classes of transactions and disclosures, for example in

determining sample sizes. Our performance materiality was set at 50% of

overall materiality, amounting to £36m for the consolidated financial statements.

In determining the performance materiality, we considered a number of

factors, including the history of misstatements, risk assessment and aggregation

risk and the effectiveness of controls along with the fact that this was a first

year audit, and we concluded that an amount at the lower end of our normal

range was appropriate.

We agreed with the Audit Committee that we would report to them

misstatements identified during our audit above £4m as well as misstatements

below that amount that, in our view, warranted reporting for qualitative reasons.

CONCLUSIONS RELATING TO GOING CONCERN

Our evaluation of the directors’ assessment of the group’s ability to continue

to adopt the going concern basis of accounting included:

– Evaluating and testing the group’s key controls over the going concern and

budgeting and forecasting process;

– Evaluating management’s base case and severe but plausible downside

scenarios by validating key assumptions including revenue less pass-through

costs and forecast operating margins. We also assessed management’s

reverse stress test and we considered whether the declines in revenue

less pass-through costs needed to eliminate the available liquidity were

reasonably possible by reference to past experience. This work also

considered the appropriateness of the mitigating measures modelled

by management in the event of such declines;

– Assessing the historical accuracy and reasonableness of management’s

budgeting and forecasting;

– Validating the liquidity available to the group including through reviewing

and understanding the key terms of all committed debt facilities and

assessing the availability of the facilities. We also validated that scheduled

debt repayments had been incorporated into the directors' assessment;

– Testing the mathematical integrity of management’s models and liquidity

headroom, sensitivity and reverse stress testing calculations; and

– Assessing the adequacy of the related going concern disclosures in the

Annual Report.

Based on the work we have performed, we have not identified any material

uncertainties relating to events or conditions that, individually or collectively,

may cast significant doubt on the group’s ability to continue as a going

concern for a period of at least twelve months from when the financial

statements are authorised for issue.

In auditing the financial statements, we have concluded that the directors’

use of the going concern basis of accounting in the preparation of the financial

statements is appropriate.

However, because not all future events or conditions can be predicted,

this conclusion is not a guarantee as to the group’s ability to continue as

a going concern.

In relation to the directors’ reporting on how they have applied the UK

Corporate Governance Code, we have nothing material to add or draw

attention to in relation to the directors’ statement in the financial statements

about whether the directors considered it appropriate to adopt the going

concern basis of accounting.

Our responsibilities and the responsibilities of the directors with respect

to going concern are described in the relevant sections of this report.

191

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WPP PLC FINANCIAL STATEMENTS

WPP ANNUAL REPORT 2024

REPORTING ON OTHER INFORMATION

The other information comprises all of the information in the Annual Report

other than the financial statements and our auditors’ report thereon.

The directors are responsible for the other information. Our opinion on the

financial statements does not cover the other information and, accordingly,

we do not express an audit opinion or, except to the extent otherwise

explicitly stated in this report, any form of assurance thereon.

In connection with our audit of the financial statements, our responsibility

is to read the other information and, in doing so, consider whether the other

information is materially inconsistent with the financial statements or our

knowledge obtained in the audit or otherwise appears to be materially

misstated. If we identify an apparent material inconsistency or material

misstatement, we are required to perform procedures to conclude whether

there is a material misstatement of the financial statements or a material

misstatement of the other information. If, based on the work we have

performed, we conclude that there is a material misstatement of this other

information, we are required to report that fact. We have nothing to report

based on these responsibilities.

CORPORATE GOVERNANCE STATEMENT

The Listing Rules require us to review the directors’ statements in relation

to going concern, longer-term viability and that part of the corporate

governance statement relating to the company’s compliance with the

provisions of the UK Corporate Governance Code specified for our review.

Our additional responsibilities with respect to the corporate governance

statement as other information are described in the reporting on other

information section of this report.

Based on the work undertaken as part of our audit, we have concluded that

each of the following elements of the corporate governance statement,

included within the Corporate Governance section is materially consistent

with the financial statements and our knowledge obtained during the audit

and we have nothing material to add or draw attention to in relation to:

– The directors’ confirmation that they have carried out a robust assessment

of the emerging and principal risks;

– The disclosures in the Annual Report that describe those principal risks,

what procedures are in place to identify emerging risks and an explanation

of how these are being managed or mitigated;

– The directors’ statement in the financial statements about whether they

considered it appropriate to adopt the going concern basis of accounting

in preparing them and their identification of any material uncertainties to

the group’s ability to continue to do so over a period of at least twelve

months from the date of approval of the financial statements;

– The directors’ explanation as to their assessment of the group’s prospects,

the period this assessment covers and why the period is appropriate; and

– The directors’ statement as to whether they have a reasonable expectation

that the company will be able to continue in operation and meet its

liabilities as they fall due over the period of its assessment, including any

related disclosures drawing attention to any necessary qualifications or

assumptions.

Our review of the directors’ statement regarding the longer-term viability

of the group was substantially less in scope than an audit and only consisted

of making inquiries and considering the directors’ process supporting their

statement; checking that the statement is in alignment with the relevant

provisions of the UK Corporate Governance Code; and considering whether

the statement is consistent with the financial statements and our knowledge

and understanding of the group and its environment obtained in the course

of the audit.

In addition, based on the work undertaken as part of our audit, we have

concluded that each of the following elements of the corporate governance

statement is materially consistent with the financial statements and our

knowledge obtained during the audit:

– The directors’ statement that they consider the Annual Report, taken as a

whole, is fair, balanced and understandable and provides the information

necessary for the members to assess the group’s position, performance,

business model and strategy;

– The section of the Annual Report that describes the review of effectiveness

of risk management and internal control systems; and

– The section of the Annual Report describing the work of the Audit

Committee.

We have nothing to report in respect of our responsibility to report when the

directors’ statement relating to the company’s compliance with the Code

does not properly disclose a departure from a relevant provision of the Code

specified under the Listing Rules for review by the auditors.

RESPONSIBILITIES FOR THE FINANCIAL STATEMENTS AND THE AUDIT

RESPONSIBILITIES OF THE DIRECTORS FOR THE FINANCIAL STATEMENTS

As explained more fully in the Statement of Directors’ Responsibilities,

the directors are responsible for the preparation of the financial statements

in accordance with the applicable framework and for being satisfied that they

give a true and fair view. The directors are also responsible for such internal

control as they determine is necessary to enable the preparation of financial

statements that are free from material misstatement, whether due to fraud

or error.

In preparing the financial statements, the directors are responsible for

assessing the group’s ability to continue as a going concern, disclosing,

as applicable, matters related to going concern and using the going concern

basis of accounting unless the directors either intend to liquidate the group

or to cease operations or have no realistic alternative but to do so.

AUDITORS’ RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the financial

statements as a whole are free from material misstatement, whether due to

fraud or error, and to issue an auditors’ report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that

an audit conducted in accordance with ISAs (UK) will always detect a material

misstatement when it exists. Misstatements can arise from fraud or error

and are considered material if, individually or in the aggregate, they could

reasonably be expected to influence the economic decisions of users taken

on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws

and regulations. We design procedures in line with our responsibilities,

outlined above, to detect material misstatements in respect of irregularities,

including fraud. The extent to which our procedures are capable of detecting

irregularities, including fraud, is detailed below.

INDEPENDENT AUDITORS' REPORT

TO THE MEMBERS OF WPP PLC CONTINUED

192

FINANCIAL STATEMENTS

WPP ANNUAL REPORT 2024

Based on our understanding of the group and the industry in which it

operates, we identified that the principal risks of non-compliance with laws

and regulations related to the US Foreign Corrupt Practices Act and UK Bribery

Act and we considered the extent to which non-compliance might have a

material effect on the financial statements. We also considered those laws

and regulations that have a direct impact on the financial statements such

as UK and overseas tax legislation, the Companies (Jersey) Law 1991, the UK

Listing Rules and the US Securities and Exchange Commission rules and

regulations. We evaluated management’s incentives and opportunities for

fraudulent manipulation of the financial statements (including the risk of

override of controls) and we determined that the principal risks were related

to the manipulation of reported results through the posting of inappropriate

journal entries and management bias in accounting for key estimates and in

identifying and reporting headline adjustments. The group engagement team

shared this risk assessment with the component auditors so that they could

include appropriate audit procedures in response to such risks in their work.

Audit procedures performed by the group engagement team and/or

component auditors included:

– Inquiries of management, internal audit, the group’s internal and external

legal counsel and the business integrity team, including considerations of

known or suspected instances of non-compliance with laws and regulations

and fraud;

– Inspecting correspondence, if any, with regulators and tax authorities and

consideration of the impact, if any, on our audit and the disclosures made

in the financial statements;

– Reviewing minutes of meetings of those charged with governance including

the Board and Audit and Compensation Committees and reviewing internal

audit, business integrity and other compliance reports;

– Evaluating and testing management’s controls designed to prevent

and detect irregularities;

– Identifying and testing journals, in particular journal entries posted with

unexpected account combinations;

– Assessing matters reported on the group’s whistleblowing helpline and

understanding and evaluating the results of management’s investigation

of such matters;

– Evaluating items excluded from headline profit and validating that these

adjustments are consistent with the group’s policies and historical

practice; and

– Challenging assumptions and judgements made by management in

determining key accounting estimates.

There are inherent limitations in the audit procedures described above.

We are less likely to become aware of instances of non-compliance with

laws and regulations that are not closely related to events and transactions

reflected in the financial statements. Also, the risk of not detecting a material

misstatement due to fraud is higher than the risk of not detecting one resulting

from error, as fraud may involve deliberate concealment by, for example,

forgery or intentional misrepresentations or through collusion.

Our audit testing might include testing complete populations of certain

transactions and balances, possibly using data auditing techniques. However,

it typically involves selecting a limited number of items for testing, rather than

testing complete populations. We will often seek to target particular items for

testing based on their size or risk characteristics. In other cases, we will use

audit sampling to enable us to draw a conclusion about the population from

which the sample is selected.

A further description of our responsibilities for the audit of the financial

statements is located on the FRC’s website at: www.frc.org.uk/

auditorsresponsibilities. This description forms part of our auditors’ report.

USE OF THIS REPORT

This report, including the opinions, has been prepared for and only for the

company’s members as a body in accordance with Article 113A of the

Companies (Jersey) Law 1991 and for no other purpose. We do not, in giving

these opinions, accept or assume responsibility for any other purpose or to

any other person to whom this report is shown or into whose hands it may

come save where expressly agreed by our prior consent in writing.

OTHER REQUIRED REPORTING

COMPANIES (JERSEY) LAW 1991 EXCEPTION REPORTING

Under the Companies (Jersey) Law 1991, we are required to report to you if,

in our opinion:

– We have not obtained all the information and explanations we require for

our audit; or

– Proper accounting records have not been kept by the company or proper

returns adequate for our audit have not been received from branches not

visited by us; or

– The financial statements are not in agreement with the accounting records

and returns.

We have no exceptions to report arising from this responsibility.

APPOINTMENT

Following the recommendation of the Audit Committee, we were appointed

by the members on 8 May 2024 to audit the financial statements for the year

ended 31 December 2024 and subsequent financial periods. This is therefore

our first year of uninterrupted engagement.

OTHER MATTER

The company is required by the Financial Conduct Authority Disclosure

Guidance and Transparency Rules to include these financial statements in an

annual financial report prepared under the structured digital format required

by DTR 4.1.15R to 4.1.18R and filed on the National Storage Mechanism of the

Financial Conduct Authority. This auditors’ report provides no assurance over

whether the structured digital format annual financial report has been

prepared in accordance with those requirements.

OTHER VOLUNTARY REPORTING

DIRECTORS’ REMUNERATION

The company voluntarily prepares a Compensation Committee Report in

accordance with the provisions of the UK’s Companies Act 2006. The directors

requested that we audit the part of the Compensation Committee Report

specified by the UK’s Companies Act 2006 to be audited as if the company

were a UK quoted company.

In our opinion, the part of the Compensation Committee Report to be audited

has been properly prepared in accordance with the UK’s Companies Act 2006.

Giles Hannam

for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Recognised Auditor

London

28 March 2025

193

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WPP PLC FINANCIAL STATEMENTS

WPP ANNUAL REPORT 2024

In this section

Reconciliation to non-GAAP measures

of performance 196

Shareholder information 199

Five-year summary 202

Glossary 203

Where to find us 205

ADDITIONAL

INFORMATION

194 WPP ANNUAL REPORT 2024

195WPP ANNUAL REPORT 2024

ADDITIONAL INFORMATION

RECONCILIATION TO NON-GAAP

MEASURES OF PERFORMANCE

The Group presents alternative performance measures, including headline

operating profit, headline operating profit margin, headline profit before

interest and tax, headline profit before tax, headline earnings, headline basic

and diluted EPS, headline EBITDA, revenue less pass-through costs, adjusted

net debt and average adjusted net debt, adjusted operating cash flow,

adjusted free cash flow and adjusted net cash flow. They are used by

management for internal performance analyses. The presentation of these

measures facilitates comparability with other companies, although

management’s measures may not be calculated in the same way as similarly

titled measures reported by other companies; and these measures are useful

in connection with discussions with the investment community.

In the calculation of headline profit measures, judgement is required by

management in determining which items are considered to be large, unusual

and non-recurring such that they are to be excluded.

The exclusion of certain adjusting items may result in headline earnings

being materially higher or lower than reported earnings, for example when

significant impairments or restructuring charges are excluded but the related

benefits are included within headline earnings. Headline measures should not

be considered in isolation as they provide additional information to aid the

understanding of the Group’s financial performance.

Reconciliation of revenue to revenue less pass-through costs:

2024

£m

2023

£m

Revenue 14,741 14,845

Media pass-through costs (2,523) (2,174)

Other pass-through costs (859) (811)

Revenue less pass-through costs 11,359 11,860

Reconciliation of revenue to revenue less pass-through costs

by reportable segment:

Year ended 31 December 2024

Global

integrated

agencies

£m

Public

relations

£m

Specialist

agencies

£m

Revenue 12,562 1,156 1,023

Media pass-through costs (2,523) − −

Other pass-through costs (655) (67) (137)

Revenue less pass-through costs 9,384 1,089 886

Year ended 31 December 2023

Global

integrated

agencies

£m

Public

relations

£m

Specialist

agencies

£m

Revenue 12,532 1,262 1,051

Media pass-through costs (2,174) − −

Other pass-through costs (607) (82) (122)

Revenue less pass-through costs 9,751 1,180 929

Reconciliation of revenue to revenue less pass-through costs:

North America

2024

£m

2023

£m

Revenue 5,567 5,528

Media pass-through costs (823) (613)

Other pass-through costs (350) (359)

Revenue less pass-through costs 4,394 4,556

United Kingdom

2024

£m

2023

£m

Revenue 2,185 2,155

Media pass-through costs (406) (378)

Other pass-through costs (191) (151)

Revenue less pass-through costs 1,588 1,626

Western Continental Europe

2024

£m

2023

£m

Revenue 3,013 3,037

Media pass-through costs (507) (496)

Other pass-through costs (131) (130)

Revenue less pass-through costs 2,375 2,411

Asia Pacific, Latin America, Africa & Middle East

and Central & Eastern Europe

2024

£m

2023

£m

Revenue 3,976 4,125

Media pass-through costs (787) (687)

Other pass-through costs (187) (171)

Revenue less pass-through costs 3,002 3,267

Pass-through costs comprise fees paid to external suppliers when they are

engaged to perform part or all of a specific project and are charged directly

to clients. This includes the cost of media where the Group is buying digital

media for its own account on a transparent opt-in basis and, as a result, the

subsequent media pass-through costs have to be accounted for as revenue,

as well as billings. Therefore, management considers that revenue less

pass-through costs gives a helpful reflection of top-line growth.

Reconciliation of profit before taxation to headline operating profit:

2024

£m

2023

£m

Profit before taxation 1,031 346

Finance and investment income (137) (127)

Finance costs 417 389

Revaluation and retranslation of financial instruments 50 (7)

Profit before interest and taxation 1,361 601

Earnings from associates (36) (70)

Operating profit 1,325 531

Operating profit margin

% 9.0% 3.6%

Goodwill impairment 237 63

Amortisation and impairment of

acquired intangible assets 93 728

Other impairment charges 26 18

Restructuring and transformation costs 251 196

Property-related restructuring costs 26 232

Gains on disposal of investments and subsidiaries (322) (7)

Gain on disposal of property (7) −

Other transaction costs 10 −

Legal provision charges/(gains) 68 (11)

Headline operating profit 1,707 1,750

Headline operating profit margin

% 15.0% 14.8%

Finance and investment income 137 127

Finance costs (excluding interest expense

related to lease liabilities) (319) (283)

Non-lease net interest expense (182) (156)

Non-lease interest cover

on headline operating profit 9.4 times 11.2 times

Notes

Operating profit margin is calculated as operating profit as a percentage of revenue. Headline

operating profit margin is calculated as headline operating profit as a percentage of revenue less

pass-through costs

Interest expense related to lease liabilities is excluded from interest cover as lease liabilities

are excluded from the Group’s key leverage metrics

WPP ANNUAL REPORT 2024

196

ADDITIONAL INFORMATION

196 WPP ANNUAL REPORT 2024

Headline operating profit and headline operating margin are metrics that

management uses to assess the performance of the business.

Headline operating profit margin before and after earnings from associates:

Margin

2024

£m

Margin

2023

£m

Revenue less pass-through costs 11,359 11,860

Headline operating profit 15.0 1,707 14.8 1,750

Headline earnings from associates 40 37

Headline PBIT 15.4 1,747 15.1 1,787

Headline PBIT is one of the metrics that management uses to assess the

performance of the business.

Calculation of headline EBITDA:

2024

£m

2023

£m

Headline PBIT (as above) 1,747 1,787

Depreciation of property, plant and equipment 156 165

Amortisation of other intangible assets 32 25

Headline EBITDA (including depreciation

of right-of-use assets) 1,935 1,977

Depreciation of right-of-use assets 213 257

Headline EBITDA 2,148 2,234

Headline EBITDA is a key metric used for valuing companies and is one of the

metrics that management uses to assess the performance of the business.

Headline EBITDA (including depreciation of right-of-use assets) is used in the

Group’s key leverage metric (average adjusted net debt/headline EBITDA

within the range of 1.5x-1.75x).

Reconciliation of profit before taxation to headline PBT and headline earnings:

2024

£m

2023

£m

Profit before taxation 1,031 346

Goodwill impairment 237 63

Amortisation and impairment of

acquired intangible assets 93 728

Other impairment charges 26 18

Restructuring and transformation costs 251 196

Property-related restructuring costs 26 232

Gains on disposal of investments and subsidiaries (322) (7)

Gain on disposal of property (7) −

Other transaction costs 10 −

Legal provision charges/(gains) 68 (11)

Share of adjusting and other items for associates 4 (33)

Revaluation and retranslation of financial instruments 50 (7)

Headline PBT 1,467 1,525

Headline tax charge (411) (412)

Non-controlling interests (87) (87)

Headline earnings 969 1,026

Headline PBT and headline earnings are metrics that management uses

to assess the performance of the business.

Calculation of headline taxation:

2024

£m

2023

£m

Headline PBT 1,467 1,525

Tax charge 402 149

Tax charge relating to gains on disposal

of investments and subsidiaries (85) (9)

Tax credit relating to restructuring and transformation

costs and property- related costs 58 99

Tax charge relating to gains on disposal of property (2) −

Tax credit relating to litigation settlement − 1

Deferred tax impact of the amortisation of acquisition

related intangible assets and liabilities 32 157

Deferred tax relating to investments in associates 6 15

Headline tax charge 411 412

Headline tax rate 28.0% 27.0%

The headline tax rate as a percentage of headline PBT (that includes the share

of headline results of associates) is 28.0% (2023: 27.0%).

Given the Group’s geographic mix of profits and the changing international

tax environment, the headline tax rate is expected to increase over the next

few years.

HEADLINE EARNINGS PER SHARE

Calculation of basic headline EPS is as follows:

2024

£m

2023

£m

Headline earnings (£ million) 969 1,026

Weighted average number of shares used in

basic EPS calculation (million) (note 8) 1,077 1,072

Headline EPS 89.9p 95.7p

Calculation of diluted headline EPS is as follows:

2024

£m

2023

£m

Headline earnings (£ million) 969 1,026

Weighted average shares used in headline

diluted EPS calculation (million) (note 8) 1,097 1,094

Diluted headline EPS 88.3p 93.8p

Reconciliation of adjusted operating cash flow, adjusted free cash flow and

adjusted net cash flow:

2024

£m

2023

£m

Cash generated by operations 2,060 1,845

Purchases of property, plant and equipment (189) (177)

Purchase of intangible assets (47) (40)

Repayment of lease liabilities (282) (259)

Interest paid on lease liabilities (95) (103)

Investment income 11 13

Share option proceeds 2 1

Adjusted operating cash flow 1,460 1,280

Corporation and overseas tax paid (392) (395)

Interest and similar charges paid (306) (275)

Interest received 109 116

Dividends from associates 31 43

Contingent consideration liabilities payments (97) (31)

Dividends paid to non-controlling interests

in subsidiary undertakings (67) (101)

Adjusted free cash flow 738 637

Disposal proceeds 667 122

Net initial acquisition payments (153) (280)

Dividends (425) (423)

Share purchases (82) (54)

Adjusted net cash flow 745 2

WPP ANNUAL REPORT 2024

ADDITIONAL INFORMATION

197197

RECONCILIATION TO NON-GAAP MEASURES OF PERFORMANCE

WPP ANNUAL REPORT 2024

The Group bases its internal cash flow objectives on adjusted operating cash

flow, adjusted free cash flow and adjusted net cash flow. Management

believes adjusted operating cash flow is a target that can be translated into

targets for operating business units that do not have direct control of items

which influence adjusted free cash flow, such as the Group effective tax rate

and leverage; and is meaningful to investors as a measure of the degree to

which headline operating profit is converted into cash after the cost of leased

operating assets, investment in capital expenditure, and working capital.

Adjusted free cash flow is meaningful to investors because it is the measure

of the Group’s funds available for acquisition related payments, dividends

to shareholders, share repurchases and debt repayment. The purpose of

presenting adjusted free cash flow is to indicate the ongoing cash generation

within the control of the Group after taking account of the necessary cash

expenditures of maintaining the capital and operating structure of the

Group (in the form of payments of interest, corporate taxation, and capital

expenditure).

Adjusted net cash flow is meaningful to investors because it is the measure

of the Group’s funds available for debt repayment or to increase cash on

hand after acquisition related payments, dividends to shareholders and share

repurchases. The purpose of presenting adjusted net cash flow is to indicate

the ongoing cash generation within the control of the Group after taking

account of the necessary cash expenditures of maintaining the capital and

operating structure of the Group (in the form of payments of interest,

corporate taxation, and capital expenditure) and after acquisitions, dividend

payments to shareholders and share repurchases.

ADJUSTED NET DEBT AND AVERAGE ADJUSTED NET DEBT

Management believes that adjusted net debt and average adjusted net debt

are appropriate and meaningful measures of the debt levels within the Group.

Adjusted net debt at a period end consists of cash and short-term deposits,

bank overdrafts and bonds due within one year, and bonds due after one year.

Reconciliation of adjusted net debt:

2024

£m

2023

£m

Cash and cash equivalents 2,638 2,218

Borrowings due within one year (584) (946)

Borrowings due after one year (3,744) (3,775)

Adjusted net debt (1,690) (2,503)

Average adjusted net debt (3,485) (3,620)

Adjusted net debt excludes lease liabilities. Average adjusted net debt

is calculated as the average monthly net borrowings of the Group. Average

adjusted net debt for 31 December 2024 and 31 December 2023 represents

the average for the twelve month period ended 31 December 2024 and

31 December 2023 respectively.

Average adjusted net debt to headline EBITDA ratio:

2024

£m

2023

£m

Average adjusted net debt (12 month rolling) (3,485) (3,620)

Headline EBITDA (12 month rolling) 1,935 1,977

Average adjusted net debt to headline EBITDA ratio (1.80) (1.83)

The average adjusted net debt and headline EBITDA (including depreciation

of right-of-use assets) amounts used in the average adjusted net debt to

headline EBITDA (including depreciation of right-of-use assets) ratio calculation

above are for the 12 months ended 31 December 2024 and 31 December 2023

CONSTANT CURRENCY AND 'LIKE-FOR-LIKE'

These consolidated financial statements are presented in pounds sterling.

However, the Group’s significant international operations give rise to

fluctuations in foreign exchange rates. To neutralise foreign exchange impact

and illustrate the underlying change in revenue and profit from one year

to the next, the Group has adopted the practice of discussing results in both

reportable currency (local currency results translated into pounds sterling

at the prevailing foreign exchange rate) and constant currency.

Management also believes that discussing like-for-like contributes to the

understanding of the Group’s performance and trends because it allows

for meaningful comparisons of the current year to that of prior years.

Further details of the constant currency and like-for-like methods are given

in the Glossary on pages 203 and 204.

Reconciliation of reported revenue to like-for-like revenue:

£m %

2023 reported 14,845

Impact of exchange rate changes (473) (3.2)

Impact of acquisitions and disposals 30 0.2

Like-for-like growth 339 2.3

2024 reported 14,741 (0.7)

Reconciliation of reported revenue less pass-through costs to like-for-like

revenue less pass-through costs:

£m %

2023 reported 11,860

Impact of exchange rate changes (369) (3.1)

Impact of acquisitions and disposals (13) (0.1)

Like-for-like decline (119) (1.0)

2024 reported 11,359 (4.2)

Reconciliation of headline operating profit to like-for-like headline

operating profit:

Margin

% £m %

Headline operating profit

2023 reported 14.8 1,750

Impact of exchange rate changes (75) (4.3)

Impact of acquisitions and disposals (3) (0.2)

Like-for-like growth 35 2.0

2024 reported 15.0 1,707 (2.5)

EARNINGS FROM ASSOCIATES

Management reviews the 'earnings from associates’ by assessing the

underlying component movements including 'share of profit before interest

and taxation of associates', 'share of adjusting and other items for associates',

'share of interest and non-controlling interests of associates', and 'share of

taxation of associates', which are derived from the income statements of the

associate undertakings. Management applies consistent principles in

determining items adjusted from headline profit as with subsidiaries.

The following table is an analysis of 'earnings from associates’ and underlying

component movements:

2024

£m

2023

£m

Share of profit before interest and taxation 43 48

Share of adjusting and other items for associates (4) 33

Share of interest and non-controlling interests 10 2

Share of taxation (13) (13)

Earnings from associates 36 70

Note

The share of profit before interest and taxation, share of interest and non-controlling interests

and share of taxation amounts for the year ended 31 December 2023 were re-presented from

£181 million, £(113) million and £(33) million to £48 million, £2 million and £(13) million respectively.

There was nil impact on earnings from associates

RECONCILIATION TO NON-GAAP

MEASURES OF PERFORMANCE CONTINUED

WPP ANNUAL REPORT 2024

198

ADDITIONAL INFORMATION

198 WPP ANNUAL REPORT 2024

SHARE CAPITAL AND CONTROL

Details of our issued share capital and the number of shares held in Treasury

as at 31 December 2024 can be found in note 26 to the financial statements.

Our ordinary shares are listed on the London Stock Exchange (LSE) and are

also quoted on the New York Stock Exchange (NYSE) in the form of American

Depositary Receipts (ADRs).

The rights and obligations relating to the ordinary share capital are outlined in

the Articles of Association; there are no restrictions on transfer, no restrictions

on voting rights and no securities carry special voting rights with regard to

control of the Company.

At the AGM on 8 May 2024, shareholders passed resolutions authorising the

Company, in accordance with its Articles, to allot shares up to a maximum

nominal amount of £35,827,923 of which £5,374,188 could be allotted for cash

free of statutory pre-emption rights. In the year under review no shares were

issued for cash free from pre-emption rights. Details of share capital movements

are given in note 24 to the financial statements on page 184.

AUTHORITY FOR PURCHASE OF OWN SHARES

At the AGM on 8 May 2024 shareholders passed a special resolution authorising

the Company, in accordance with its Articles of Association, to purchase

up to 107,483,769 of its own shares in the market. In the year under review,

no ordinary shares were purchased.

MAJOR SHAREHOLDERS

The table below shows the holdings of major shareholders in the Company’s

issued ordinary share capital in accordance with the Disclosure Guidance and

Transparency Rules (DTRs) notified to the Company as at 31 December 2024

and 14 March 2025. Information provided to the Company under the DTRs

is publicly available via the regulatory information services and on the

Company’s website.

At 31 December

2024

At 21 March

2025

BlackRock Inc 10.00% 10.00%

Silchester International Investors LLP 5.03% 5.03%

Percentage as at date of notification

SHAREHOLDERS AS AT 31 DECEMBER 2024

Holding of shares

Number of

holders % Owners Shareholdings % Outstanding

Up to 1,000 4,696 71 1,031,305 0.09

1,001 to 5,000 824 12 1,945,349 0.18

5,001 to 100,000 687 10 18 , 57 7, 207 1.70

100,001 to 1,000,000 286 4 94,768,066 8.68

Over 1,000,000 104 2 975,072,324 89.34

SHAREHOLDER INFORMATION

Shareholders by geography % Shareholders by type %

UK 21.2 Institutional investors 97.1

United States 57. 5 Our people 0.5

Rest of World 21.3 Other individuals 2.4

Total 100 Total 100

WPP ANNUAL REPORT 2024

ADDITIONAL INFORMATION

199

SHAREHOLDER INFORMATION CONTINUED

SHARE PRICE

The closing price of the shares at 31 December was as follows:

At 21 March

2025 2024 2023 2022 2021 2020

Ordinary 10p shares 627.2p 827.4 p 753.0p 820.2p 1,119.5p 800.0p

Share price information is also available online at wpp.com/investors/share-price

SHARE BUYBACK PROGRAMME

The Board has been authorised to purchase ordinary shares in the capital of the

Company under Article 12 of the Company’s Articles of Association. The power

under Article 12 and the authority for the Company to make purchases of its

own shares are subject to the requirements of the Companies (Jersey) Law

1991 and to shareholder authorities which are sought on an annual basis at our

Annual General Meeting (AGM). Any shares purchased by the Company may

be cancelled, held as Treasury shares or used for satisfying share options and

grants under the Company’s employee share plans.

DIVIDENDS

Subject to shareholder approval at the 2025 AGM, the final dividend for 2024

will become due and payable on 4 July 2025 to all holders of ordinary shares

on the Register of Members at the close of business on 6 June 2025.

The table below sets out the dividend per share ordinary shareholders have

received for the last five years.

2024 2023 2022 2021 2020

Interim dividend per ordinary share 15.00p 15.00p 15.00p 12.50p 10.00p

Final dividend per ordinary share 24.40p 24.40p 24.40p 18.70p 14.00p

Total 39.40p 39.40p 39.40p 31.20p 24.00p

AMERICAN DEPOSITARY RECEIPTS (ADRS)

Each ADR represents five ordinary shares.

WPP plc is subject to the informational requirements of the US securities

laws applicable to foreign companies and files an annual report on Form 20-F

and other information with the US Securities and Exchange Commission.

These documents are available at the Commission’s website, sec.gov.

ADR DIVIDENDS

ADR holders are eligible for all stock dividends or other entitlements accruing

on the underlying WPP plc shares and receive all cash dividends in US dollars.

These are normally paid twice a year.

Dividend cheques are mailed directly to the ADR holder on the payment date

if ADRs are registered with WPP’s US depositary. Dividends on ADRs that are

registered with brokers are sent to the brokers, who forward them to ADR

holders. WPP’s US depositary is Citibank N.A. (address on page 201).

Dividends per ADR in respect of each financial year are set out below.

2024 2023 2022 2021 2020

In £ sterling

Interim 75.00p 75.00p 75.00p 62.50p 50.00p

Final 122.00p 122.00p 122.00p 93.50p 70.00p

Total 197.00p 197.00p 197.00p 156.00p 120.00p

In US dollars

Interim 95.89¢ 93.29¢ 92.72¢ 85.98¢ 64.18¢

Final 155.98¢ 151.74¢ 150.83¢ 128.63¢ 89.85¢

Total 251.87¢ 245.03¢ 243.55¢ 214.61¢ 154.03¢

These figures have been translated for convenience purposes only, using the approximate average rate for the year of US$1.2785 (2023: US$1.2438, 2022: US$1.2363, 2021: US$1.3757). This conversion

should not be construed as a representation that the pound sterling amounts actually represent, or could be converted into, US dollars at the rates indicated

Dollar amounts paid to ADR holders depend on the sterling/dollar exchange rate at the time of payment.

No withholding tax is imposed on dividends paid to ADR holders. The dividends received will be subject to US taxation.

ADDITIONAL INFORMATION

200 WPP ANNUAL REPORT 2024

LISTING RULES

For the purposes of UK Listing Rule (UKLR) 6.6.4R, the information required

to be disclosed by that section can be found in the following locations:

Section

Applicable sub-paragraph

within UKLR 6.6.4R Location

11 Shareholder waiver

of dividend

Directors’ compensation report

pages 119-142

12 Shareholder waiver

of future dividends

Directors’ compensation report

pages 119-142

The above table sets out only those sections of UKLR 6.6.4R which are relevant. The remaining

sections of UKLR 6.6.4R are not applicable

ARTICLES OF ASSOCIATION

There are no restrictions on amending the Articles of Association of the

Company (Articles) other than the requirement to pass a special resolution

of the shareholders at a general meeting. Subject to applicable law and the

Company’s Articles, the Directors may exercise all powers of the Company.

The Articles are available on the Company’s website at

wpp.com/investors/corporate-governance

SHAREHOLDER INFORMATION

2024 FINANCIAL CALENDAR

Ordinary dividend timetable Final Interim

Ordinary ex-dividend date 5 June 2025 9 October 2025

Dividend record date 6 June 2025 10 October 2025

Dividend payment date 4 July 2025 3 November 2025

Other key dates:

2024 preliminary results 27 February 2025

First quarter trading update 25 April 2025

Annual General Meeting 23 May 2025

2025 interim results August 2025

Third quarter trading update October 2025

RESULTS ANNOUNCEMENTS

Results announcements are issued to the London Stock Exchange and are

available on its news service. They are also sent to the US Securities and

Exchange Commission and the NYSE, issued to the media and made available

on our website.

SHAREHOLDER COMMUNICATIONS

A growing number of our shareholders have opted to receive communications

from us electronically. The use of electronic communications, rather than

printed paper documents, means information about the Company can be

accessed through emails or the Company’s website, thus reducing our

impact on the environment. Shareholders who have elected for electronic

communication will be sent an email alert containing a link to the relevant

documents. We encourage all our shareholders to sign up for this service.

You can register for this service at investorcentre.co.uk/je or by contacting

Computershare by the telephone number provided below.

WPP’s public website, wpp.com, provides current and historical financial

information, news releases, trading reports and share price information.

Go to wpp.com/investors

PAYMENT OF DIVIDENDS

We are only able to pay cash dividends in to your nominated bank account.

To update your payment details please go to investorcentre.co.uk/je or

contact Computershare at the details below.

SHAREHOLDERS’ REGISTER

The ordinary shareholders’ register is kept at the offices of the Company’s

registrar in Jersey and is available for inspection on request. The address

of the registrar is 13 Castle Street, St Helier, Jersey JE1 1ES.

ACCESS NUMBERS/TICKER SYMBOLS

NYSE Reuters Bloomberg

Ordinary shares

– WPP. L WPP LN

American Depositary Shares WPP WPP. N WPP US

SHAREHOLDER CONTACTS

ORDINARY SHARES

For any queries regarding your shareholding, please contact Computershare:

By telephone: +44 (0)370 707 1411

Lines are open from Monday to Friday, 8.30am to 5.30pm UK time, excluding

public holidays.

Using the contact form on the website: investorcentre.co.uk/je/contactus

In writing: Computershare Investor Services (Jersey) Limited, 13 Castle Street,

St Helier, Jersey, JE1 1ES

AMERICAN DEPOSITARY RECEIPTS (ADRS) OFFICE

For any queries regarding WPP ADRs, please contact Citibank Shareholder

Services (Citibank):

By telephone: +1 877 248 4237

Opening hours are Monday to Friday, 8.30am to 6pm US Eastern Standard

Time. Please call +1 781 575 4555 if calling from outside of the US.

By email: citibank@shareholders-online.com

In writing: Citibank N.A., PO Box 43077, Providence, RI 02940–3077, USA

REGISTERED OFFICE

WPP plc

22 Grenville Street

St Helier

Jersey

JE4 8PX

Telephone: +44 (0)20 7282 4600

Registered number: 111714

Website: wpp.com

TA X AT ION INFORM ATIO N

As this is a complex area investors should consult their own tax advisor

regarding the US federal, state and local, the UK and other tax consequences

of owning and disposing of shares and ADSs in their particular circumstances.

DIVIDENDS RECEIVED

For the UK tax year that started on 6 April 2023 and ended on 5 April 2024,

UK resident individuals received a Dividend Allowance in the form of a 0% tax

rate on the first £1,000 of dividend income received. The Dividend Allowance

has been cut to £500 for the tax year 6 April 2024 to 5 April 2025. Dividends

received by UK resident individuals which are over the Dividend Allowance,

are taxed at a rate of 8.75% for individuals in the basic rate band, at 33.75% for

higher rate tax payers and at 39.35% for additional rate tax payers (individuals

with income over £125,140 in the tax year).

CAPITAL GAINS TAX

The market value of an ordinary share at 31 March 1982 was 39p. Since that

date rights issues have occurred in September 1986, August 1987 and April 1993.

For capital gains tax purposes the acquisition cost of ordinary shares is

adjusted to take account of such rights issues. Since any adjustments will

depend on individual circumstances, shareholders are advised to consult

their professional advisors.

CAPITAL GAINS

As liability to capital gains tax on a disposal of WPP shares will depend

on individual circumstances, shareholders are advised to consult their

professional advisors.

ADDITIONAL INFORMATION

SHAREHOLDER INFORMATION

201WPP ANNUAL REPORT 2024

FIVE-YEAR SUMMARY

Continuing operations

2024

£m

2023

£m

2022

£m

2021

£m

2020

£m

Income statement

Billings

50,354 52,629 52,971 50,657 46,918

Revenue 14,741 14,845 14,429 12,801 12,003

Revenue less pass-through costs

11,359 11,860 11,799 10,397 9,762

Operating profit/(loss) 1,325 531 1,358 1,229 (2,278)

Headline EBITDA

2,148 2,234 2,267 2,024 1,813

Headline operating profit

1,707 1,750 1,742 1,494 1,261

Profit/(loss) before taxation 1,031 346 1,160 951 (2,791)

Headline PBT

1,467 1,525 1,602 1,365 1,041

Profit/(loss) for the year 629 197 775 721 (2,918)

Headline operating profit margin

15.0% 14.8% 14.8% 14.4% 12.9%

Balance sheet

Non-current assets 11,848 12,679 13,724 12,535 12,185

Net current (liabilities)/assets (1,855) (2,361) (2,610) (1,150) 755

Net assets 3,734 3,833 4,160 4,069 5,050

Adjusted net debt (1,690) (2,503) (2,479) (901) (696)

Average adjusted net debt (3,485) (3,620) (2,852) (1,457) (2,331)

2024 2023 2022 2021 2020

Our people

Revenue per employee (£000) 132.5 129.4 126.4 122.1 116.7

Revenue less pass-through costs

per employee (£000) 102.1 103.4 103.4 99.2 94.9

Staff cost per employee (£000) 69.7 70.9 71.5 68.4 63.8

Average headcount 111,281 114,732 114,129 104,808 102,822

Share information

Headline

– basic earnings per share from continuing operations 89.9p 95.7p 100.2p 79.9p 60.7p

– diluted earnings per share from continuing operations 88.3p 93.8p 98.5p 78.5p 60.1p

Reported – basic earnings per share from continuing operations 50.3p 10.3p 62.2p 53.4p (243.0p)

– diluted earnings per share from continuing operations 49.4p 10.1p 61.2p 52.5p (243.0p)

Dividends per share

39.4p 39.4p 39.4p 31.2p 24.0p

Share price – high 893.6p 1,051.5p 1,224.0p 1,129.5p 1,071.0p

– low 678.8p 681.2p 725.8p 765.8p 483.7p

Market capitalisation at year-end (£m) 8,926 8,094 8,784 12,919 9,803

Notes

Billings and revenue less pass-through costs are defined on pages 203 and 204

The calculation of ‘headline’ measures of performance (including headline EBITDA, headline operating profit, headline operating profit margin and headline PBT) is set out on pages 196 and 197

Headline earnings per share is set out on page 197

Dividends per share represents the dividends declared in respect of each year

The information on this page is unaudited.

WPP ANNUAL REPORT 2024

202

ADDITIONAL INFORMATION

GLOSSARY

Term used in this Annual Report US equivalent or brief description

Adjusted free cash flow Adjusted free cash flow is calculated as cash used in/generated by operations plus dividends received

from associates, interest received, investment income received, and share option proceeds, less

corporation and overseas tax paid, interest and similar charges paid, dividends paid to non-controlling

interests in subsidiary undertakings, repayment of lease liabilities, interest paid on lease liabilities,

contingent consideration liability payments and purchases of property, plant and equipment and

purchases of intangible assets

Adjusted operating cash flow Adjusted operating cash flow is calculated as cash used in/generated by operations plus investment

income received, and share option proceeds, less repayment of lease liabilities, interest paid on lease

liabilities, and purchases of property, plant and equipment and purchases of intangible assets

Adjusted net cash flow Adjusted net cash flow is calculated as adjusted free cash flow (as defined above) plus disposal proceeds,

less net initial acquisition payments, dividends and share purchases

Adjusted operating cash flow conversion Conversion is measured as adjusted operating cash flow (defined above) over headline operating profit

(defined below)

Adjusting items Adjusting items include gains/losses on disposal of investments and subsidiaries, gains/losses on disposal

of property, goodwill impairment, other impairment charges, amortisation and impairment of acquired

intangible assets, restructuring and transformation costs, property-related restructuring costs, other

transaction costs, legal provision charges/gains, revaluation and retranslation of financial instruments

and share of adjusting and other items for associates

ADRs/ADSs American Depositary Receipts/American Depositary Shares. The Group uses the terms ADR and ADS

interchangeably. One ADR/ADS represents five ordinary shares

Allotted Issued

Average adjusted net debt and adjusted net debt Average adjusted net debt is calculated as the average monthly net borrowings of the Group. Adjusted

net debt at a period end consists of cash and cash equivalents, borrowings due within one year and

borrowings due after one year. Adjusted net debt excludes lease liabilities

Billings and estimated net new billings Billings comprise the gross amounts billed to clients in respect of commission-based/fee-based income

together with the total of other fees earned. Net new business billings represent the estimated annualised

impact on billings of new business gained from both existing and new clients, net of existing client

business lost (but excluding any impact from completion of project-related business that will not recur).

The estimated impact is based upon initial assessments of the clients’ marketing budgets, which may not

necessarily result in actual billings of the same amount

Brand awareness The number of people or percentage of a group that are aware of a brand

Brand consideration Those who would consider purchasing a brand are measured as a subset of those aware of a brand

Called-up share capital Ordinary shares, issued and fully paid

Click-through rate (CTR) The ratio of the number of users exposed to a specific link on a website page or in an email and those

who click the link and view the advertised product or service

Client Net Promoter Score (CNPS) A metric used to assess overall customer satisfaction and how likely customers are to recommend

a company to a peer or colleague

Company or Parent Company WPP plc

Constant currency The Group uses US dollar-based, constant currency models to measure performance across all jurisdictions.

These are calculated by applying budgeted 2024 exchange rates to local currency reported results for the

current and prior year, which excludes any variances attributable to foreign exchange rate movements

Direct-to-consumer Marketing from company to consumer without distributor or retailer involvement

ESOP Employee share ownership plan

Establishment costs Establishment costs are costs directly related to the occupancy of the buildings utilised by WPP. These

include the depreciation of right of use assets and leasehold improvements; and the costs of property

taxes, utilities, maintenance and facilities management amongst others

EURIBOR The euro area inter-bank offered rate for euro deposits

Finance lease Capital lease

Freehold Ownership with absolute rights in perpetuity

Full-time equivalent (FTE) employee A permanent person or employee of WPP Group or any of its majority-owned operating companies, as

captured locally by each reporting unit and entered into the centralised finance system. FTE employees

does not include contractors

General and administrative costs General and administrative costs include marketing costs, certain professional fees and an allocation of

other costs, including staff and establishment costs (defined above), based on the function of employees

within the Group

General Data Protection Regulation (GDPR) A European Union law governing digital data collection, use and storage

Group WPP plc and its subsidiaries

WPP ANNUAL REPORT 2024

ADDITIONAL INFORMATION

203

Term used in this Annual Report US equivalent or brief description

Headline costs Headline costs comprise costs of services and general administrative costs excluding gains/losses

on disposal of investments and subsidiaries, gains/losses on disposal of property, goodwill impairment,

other impairment charges, amortisation and impairment of acquired intangible assets, restructuring and

transformation costs, property-related restructuring costs, other transaction costs, legal provision

charges/gains, revaluation and retranslation of financial instruments and share of adjusting and other

items for associates

Headline earnings Headline PBT less headline tax charge and headline non-controlling interests

Headline EBITDA Profit before finance income/costs and revaluation and retranslation of financial instruments, taxation,

gains/losses on disposal of investments and subsidiaries, gains/losses on disposal of property,

impairment of investments in associates, goodwill impairment, amortisation and impairment of acquired

intangible assets, restructuring and transformation costs, property-related restructuring costs, other

transaction costs, legal provision charges/gains and share of adjusting and other items for associates

Headline earnings from associates Earnings from associates, excluding share of adjusting and other items for associates

Headline operating profit Operating profit before gains/losses on disposal of investments and subsidiaries, gains/losses on disposal

of property, other impairment charges, goodwill impairment, amortisation and impairment of acquired

intangible assets, restructuring and transformation costs, property-related restructuring costs, other

transaction costs, and legal provision charges/gains

Headline operating profit margin Headline operating profit margin is calculated as headline operating profit (defined above)

as a percentage of revenue less pass-through costs

Headline PBIT Profit before net finance costs, taxation, gains/losses on disposal of investments and subsidiaries, gains/

losses on disposal of property, goodwill impairment, amortisation and impairment of acquired intangible

assets, other impairment charges, restructuring and transformation costs, property-related restructuring

costs, other transaction costs, and legal provision charges/gains and earnings from associates (after

interest and tax, excluding adjusting items)

Headline PBT Profit before taxation, gains/losses on disposal of investments and subsidiaries, gains/losses on disposal

of property, impairment of investments in associates, goodwill impairment, amortisation and impairment

of acquired intangible assets, other impairment charges, restructuring and transformation costs, property-

related restructuring costs, other transaction costs, and legal provision charges/gains, share of adjusting

and other items for associates, and revaluation and retranslation of financial instruments

Headline net finance costs Net finance costs (as defined above) excluding revaluation and retranslation of financial instruments

Headline tax charge Taxation excluding tax/deferred tax relating to gains/losses on disposal of investments and subsidiaries,

restructuring and transformation costs and property-related costs, gains on disposal of property,

litigation settlement, the deferred tax impact of the amortisation of acquisition related intangible assets

and liabilities, and deferred tax relating to investments in associates, relating to gains/losses on disposal

of investments and subsidiaries

IFRS/IAS International Financial Reporting Standards/International Accounting Standards

Media/Digital Media billings Media billings comprise our clients’ spend on media, plus our fees. Within this, Digital Media billings

comprises our billings in relation to media served on digital properties and platforms, including but

not limited to online video, display, search, social, digital out of home and addressable TV

Net finance costs All costs related to interest expense on bank overdrafts, bonds, bank loans, lease liabilities, swaps and

revaluation and retranslation of financial instruments less any interest income on cash surplus and investments

Net working capital The movement in net working capital consists of movements in trade receivables and accrued income,

trade payables and deferred income, other receivables, other payables and provisions per the analysis

of cash flows note 9

OCI Consolidated statement of comprehensive income

Pass-through costs Pass-through costs comprise fees paid to external suppliers when they are engaged to perform part

or all of a specific project and are charged directly to clients, predominantly media costs

Like-for-like Like-for-like comparisons are calculated as follows: current year, constant currency actual results

(which include acquisitions from the relevant date of completion) are compared with prior year,

constant currency actual results, adjusted to include the results of acquisitions and disposals

Profit Income

Profit attributable to equity holders of the parent Net income

Programmatic advertising Automated buying and selling of ad inventory, using software to make data-driven decisions

Revenue less pass-through costs Revenue less pass-through costs is revenue less media and other pass-through costs

Sarbanes-Oxley Act, or SOX An Act passed in the United States to protect investors by improving the accuracy and reliability

of corporate disclosures made pursuant to the securities laws, and for other purposes

Share capital Ordinary shares, capital stock or common stock issued and fully paid

Shares in issue Shares outstanding

Share premium account Additional paid-in capital or paid-in surplus (not distributable)

UK Corporate Governance Code The UK Corporate Governance Code published by the Financial Reporting Council dated April 2018

WPP WPP plc and its subsidiaries

GLOSSARY CONTINUED

ADDITIONAL INFORMATION

204 WPP ANNUAL REPORT 2024

WHERE TO FIND US

COMPANY CENTRES

LONDON

Sea Containers

18 Upper Ground

London SE1 9GL

Tel +44 (0)20 7282 4600

NEW YORK

3 World Trade Center

175 Greenwich Street

New York NY 10007

Tel +1 (212) 632 2200

ASIA PACIFIC

50 Scotts Road

Singapore 228242

Tel +65 6508 5219

COMPANY INFORMATION

If you would like further general

information about WPP, its agencies

or any of the programmes or initiatives

mentioned in this Annual Report, please

visit our website, wpp.com, or email:

enquiries@wpp.com

INVESTOR INFORMATION

Investor relations material, contacts and our

financial statements are available online at

wpp.com/investors

WPP ANNUAL REPORT 2024

ADDITIONAL INFORMATION

205

Written by WPP

Consultancy, design and production by Design Bridge and Partners

www.designbridge.com

©WPP 2025

This report is printed on Arena Extra White Smooth and Symbol Freelife Satin

which are both made from FSC® certified and other controlled material.

Printed in the UK by Pureprint Group. A CarbonNeutral® company, certificated

to Environmental Management System ISO14001 and holders of FSC® chain of

custody certification.

FORWARD-LOOKING STATEMENTS

The Company may include forward-looking statements (including as defined

in the U.S. Private Securities Litigation Reform Act of 1995) in oral or written

public statements issued by or on behalf of the Company. These forward-

looking statements may include, among other things, plans, objectives,

beliefs, intentions, strategies, projections and anticipated future economic

performance based on assumptions and the like that are subject to risks

and uncertainties. These statements can be identified by the fact that they

do not relate strictly to historical or current facts. They use words such as

‘aim’, ‘anticipate’, ‘believe’, ‘estimate’, ‘expect’, ‘forecast’, ‘guidance’, ‘intend’,

‘may’, ‘will’, ‘should’, ‘potential’, ‘possible’, ‘predict’, ‘project’, ‘plan’, ‘target’,

and other words and similar references to future periods but are not the

exclusive means of identifying such statements. As such, all forward-looking

statements involve risk and uncertainty because they relate to future events

and circumstances that are beyond the control of the Company. Actual results

or outcomes may differ materially from those discussed or implied in the

forward-looking statements. Therefore, you should not rely on such forward-

looking statements, which speak only as of the date they are made, as a

prediction of actual results or otherwise. Important factors which may cause

actual results to differ include but are not limited to: the unanticipated loss of

a material client or key personnel; delays, suspensions or reductions in client

advertising budgets; shifts in industry rates of compensation; regulatory

compliance costs or litigation; changes in competitive factors in the industries

in which we operate and demand for our products and services; changes in

client advertising, marketing and corporate communications requirements;

our inability to realise the future anticipated benefits of acquisitions; failure

to realise our assumptions regarding goodwill and indefinite lived intangible

assets; natural disasters or acts of terrorism; the Company’s ability to attract

new clients; the economic and geopolitical impact of the conflicts in Ukraine

and the Middle East; the risk of global economic downturn; slower growth,

increasing interest rates and high and sustained inflation; tariffs and other

trade barriers; supply chain issues affecting the distribution of our clients’

products; technological changes and risks to the security of IT and operational

infrastructure, systems, data and information resulting from increased threat

of cyber and other attacks; effectively managing the risks, challenges and

efficiencies presented by using Artificial Intelligence (AI) and Generative

AI technologies and partnerships in our business; risks related to our

environmental, social and governance goals and initiatives, including impacts

from regulators and other stakeholders, and the impact of factors outside of

our control on such goals and initiatives; the Company’s exposure to changes

in the values of other major currencies (because a substantial portion of its

revenues are derived and costs incurred outside of the UK); and the overall

level of economic activity in the Company’s major markets (which varies

depending on, among other things, regional, national and international

political and economic conditions and government regulations in the world’s

advertising markets). In addition, you should consider the risks described in

Item 3D, captioned “Risk Factors” in the Group’s most recent Annual Report on

Form 20-F, which could also cause actual results to differ from forward-looking

information. In light of these and other uncertainties, the forward-looking

statements included in this document should not be regarded as a

representation by the Company that the Company’s plans and objectives

will be achieved. Neither the Company, nor any of its directors, officers or

employees, provides any representation, assurance or guarantee that the

occurrence of any events anticipated, expressed or implied in any forward-

looking statements will actually occur. Other than in accordance with its legal

or regulatory obligations (including under the Market Abuse Regulation,

the UK Listing Rules and the Disclosure and Transparency Rules of the Financial

Conduct Authority), the Company undertakes no obligation to update or

revise any such forward-looking statements, whether as a result of new

information, future events or otherwise.

WEBSITE

WPP’s website wpp.com gives additional information on the Group.

Notwithstanding the references we make in this Annual Report to WPP’s

website, none of the information made available on the website constitutes

part of this Annual Report or shall be deemed to be incorporated by

reference herein.

WPP ANNUAL REPORT 2024206206 WPP ANNUAL REPORT 2024