WPP plc

Board Attendance

Board and Committee meeting attendance can be found on page 77 of the WPP 2025 Annual Report and incorporated herein by reference to Exhibit 15.5.

Role of the Board

The role of the Board is set forth on page 71 of the WPP 2025 Annual Report and incorporated herein by reference to Exhibit 15.5.

Re-election

Information on the Company's directors' re-election are set forth on page 78 of the WPP 2025 Annual Report and incorporated herein by reference to Exhibit 15.5.

Service contracts

The Company’s policy on Executive Directors’ service contracts is that they should be on a rolling basis without a specific end date. The effective dates and notice periods under the current Executive Directors’ service contracts are shown below:

The Executive Directors’ service contracts are available for inspection at the Company’s registered office and head office.

Loss of office provisions

Fixed compensation elements

As noted above, the service contracts of the executives provide for notice to be given on termination.

The fixed compensation elements of the contract will continue to be paid in respect of any notice period. At the Compensation Committee's discretion the Executive Director's employment may be terminated by making a payment in lieu of notice of fixed compensation. If an Executive Director is placed on garden leave, the Committee retains the discretion to settle benefits in the form of cash. The Executive Directors are entitled to compensation for any accrued and unused holiday although, to the extent it is possible and in shareholder interests, the Committee will encourage Executive Directors to use their leave entitlements prior to the end of their notice period. Except in respect of any remaining notice period, no aspect of any Executive Director’s fixed compensation is payable on termination of employment.

Short and long-term compensation elements

If the Executive Director is dismissed for cause, there is not an entitlement to a STIP award, and any unvested share-based awards will lapse. Otherwise, the table below summarises the relevant provisions from the Directors’ service contracts (cash bonus) and the plan rules (ESA and EPSP), which apply in other leaver scenarios. The Compensation Committee has the authority to ensure that any awards that vest or lapse are treated in accordance with the plan rules, which are more extensive than the summary set out in the table below.

Other Compensation Committee discretions not set out above

Leaver status: the Compensation Committee has the discretion to determine an Executive Director’s leaver classification considering the guidance set out within the relevant plan rules.

Settlement agreements: the Compensation Committee is authorised to reach settlement agreements with departing Executive Directors, informed by the default position set out above.

External appointments

Executive Directors are permitted to serve as non-executives on the boards of other organisations. If the Company is a shareholder in that organisation, non-executive fees for those roles are waived. However, if the Company is not a shareholder in that organisation, any non-executive fees can be retained by the office holder.

Other chair and non-executive director policies

Letters of appointment for the chair and non-executive directors

Letters of appointment have a one- to two-month notice period and there are no payments due on loss of office.

Appointments to the Board

The Chair and Non-Executive Directors are not eligible to receive any variable pay. Fees for any new Non-Executive Directors will be consistent with the operating policy at their time of appointment. In respect of the appointment of a new Chair, the Compensation Committee has the discretion to set fees considering a range of factors including the profile and prior experience of the candidate and external market data.

Payments in exceptional circumstances

In unforeseen and exceptional circumstances, the Compensation Committee retains the discretion to make emergency payments which might not otherwise be covered by this policy. The Committee will not use this power to exceed the recruitment policy limit, nor will awards be made in excess of the limits set out in the Directors’ Compensation Policy table. An example of such an exceptional circumstance could be the untimely death of a director, requiring another director to take on an interim role until a permanent replacement is found.

Compensation Committee

During 2025, there were five scheduled and ten unscheduled Compensation Committee meetings. A table of Board and Committee attendance can be found on page 77 of the WPP 2025 Annual Report and incorporated herein by reference to Exhibit 15.5

The Committee members have no personal financial interest (other than as a shareholder as disclosed on page 127 in Exhibit 15.8) 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 Group’s businesses. The terms of reference for the Compensation Committee are available on the Company’s website, http://www.wpp.com/investors/corporate-governance.

The Committee’s principal responsibilities under its terms of reference include:

•To set, review and approve in respect of the Company’s Chair, Chief Executive Officer, other Executive Directors, the Executive Committee and the Company Secretary:

•the remuneration policy;

•individual remuneration arrangements;

•individual benefits, including pension;

•individual fees and expenses;

•terms and conditions of employment;

•terms of any compensation package in the event of early termination of contract;

•participation in any cash or share based plans operated by the Company; and

•the targets and measures for any performance related cash or share based plans operated by the Company for the Chief Executive Officer and other Executive Directors, and to have oversight of the performance measure and target setting for of such plans for the Executive Committee and the Company Secretary.

•To review remuneration and related policies across the general workforce and the alignment of incentives and rewards with culture, taking this into account when determining the remuneration policy for the Executive Directors and the remuneration for the Executive Committee.

•To use judgement to determine whether incentives that are due as a result of formulaic outcomes are truly representative of company and individual performance.

•To use discretion to make adjustments to incentives as appropriate.

•To oversee the process for recovery and withholding (malus and clawback) and determine the resulting action to be taken.

•The remuneration and contractual terms of the Non-Executive Directors (NEDs) will be set by the Company’s Chair and the Executive Directors.

•To approve new rules or amendments and the launch of any Company share or cash-based incentive plans and the grant, award, allocation or issue of shares or payments under such plan.

•To establish the selection criteria, selecting, appointing and setting the terms of reference for any remuneration consultants to advise the Committee.

•To consult with key shareowners in respect of new or substantial changes to the remuneration policy or existing elements of remuneration.

•To approve for submission to shareowners all new or substantial changes to the remuneration policy.

•Oversee the preparation of and recommend to the Board the approval of the annual report of the Committee in compliance with statutory disclosure requirements and all relevant Codes of Best Practice.

Advisors to the Compensation Committee

Information on the Company's advisors to the compensation committee are set forth on page 115 of the WPP 2025 Annual Report and incorporated herein by reference to Exhibit 15.8.

External advisors

Information on the Company's external advisors are set forth on page 115 of the WPP 2025 Annual Report and incorporated herein by reference to Exhibit 15.8.

Changes in Executive Directors

Information on the changes in executive directors are set forth on pages 115 to 116 of the WPP 2025 Annual Report and incorporated herein by reference to Exhibit 15.8.

Audit Committee

Information on the Company's Audit Committee are set forth on pages 84 to 90 of the WPP 2025 Annual Report and incorporated herein by reference to Exhibit 15.6.

Additional committee responsibilities and key areas of focus in 2025 directly related to the 20-F filing requirements include:

•reviewing and monitoring the maintenance of an effective risk management and internal control framework, both financial and non-financial. Overseeing the Group’s compliance with Section 404 of the US Sarbanes-Oxley Act 2002;

•monitoring compliance with relevant US and UK regulatory and legal requirements;

•reviewing the statements to be made in the Annual Report on compliance with the corporate governance requirements of the UK Corporate Governance Code, the Disclosure and Transparency Rules, the NYSE listing rules and of the SEC, along with the verification undertaken, including that of the External Auditors, and advising the Board accordingly;

•reviewing the Company’s systems and controls for ethical behaviour and the prevention of bribery and receiving reports on non-compliance; and

•monitoring the external auditor's compliance with relevant ethical and professional guidance on the rotation of the audit partner.

Internal Audit

Information on the Company's internal audit are set forth on page 86 of the WPP 2025 Annual Report and incorporated herein by reference to Exhibit 15.6.

Risk Management and Internal Controls

Information on the Company's risk management and internal controls are set forth on page 87 of the WPP 2025 Annual Report and incorporated herein by reference to Exhibit 15.6.

Board Performance Review

Information on the Company's Board performance review are set forth on page 81 of the WPP 2025 Annual Report and incorporated herein by reference to Exhibit 15.5.