SHARE CAPITAL AND CONTROL Details of our issued share capital and the number of shares held in Treasury as at 31 December 2025 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 23 May 2025, shareholders passed resolutions authorising the Company, in accordance with its Articles, to allot shares up to a maximum nominal amount of £35,960,078 of which £5,394,011 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 of the financial statements on page 170. AUTHORITY FOR PURCHASE OF OWN SHARES At the AGM on 23 May 2025 shareholders passed a special resolution authorising the Company, in accordance with its Articles of Association, to purchase up to 107,880,235 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 2025 and 12 March 2026. 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 20251 % At 12 March 20261 % BlackRock Inc 9.93 9.84 FIL Limited 8.92 8.92 Mondrian Investment Partners Limited 5.63 5.63 RWC Asset Management LLP 5.25 5.25 Schroders Plc 5.07 5.07 Hotchkis & Wiley Capital Management, LLC –2 5.04 Silchester International Investors LLP 5.03 5.03 Notes 1 Percentage as at date of notification 2 The Company had not been notified of any interests in the issued ordinary capital of the Company in excess of 5.0% SHAREHOLDERS AS AT 31 DECEMBER 2025 Holding of shares Number of holders % Owners Shareholdings % Outstanding Up to 1,000 4,549 76 973,447 0.09 1,001 to 5,000 707 12 1,595,800 0.15 5,001 to 100,000 435 7 10,999,382 1.02 100,001 to 1,000,000 159 3 55,734,129 5.17 Over 1,000,000 95 2 1,009,499,600 93.57 SHAREHOLDER INFORMATION Shareholders by geography % Shareholders by type % UK 28.6 Institutional investors 95.4 United States 50.5 Our people 0.5 Rest of World 20.9 Other individuals 4.1 Total 100 Total 100 ADDITIONAL INFORMATION WPP ANNUAL REPORT 2025 184
SHARE PRICE The closing price of the shares at 31 December was as follows: At 12 March 2026 2025 2024 2023 2022 2021 Ordinary 10p shares 235.20p 337.50p 827.4p 753.0p 820.2p 1,119.5p 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 2026 AGM, the final dividend for 2025 will become due and payable on 3 July 2026 to all holders of ordinary shares on the Register of Members at the close of business on 5 June 2026. The table below sets out the dividend per share ordinary shareholders have received for the last five years. 2025 2024 2023 2022 2021 Interim dividend per ordinary share 7.50p 15.00p 15.00p 15.00p 12.50p Final dividend per ordinary share 7.50p 24.40p 24.40p 24.40p 18.70p Total 15.0p 39.40p 39.40p 39.40p 31.20p 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 186). Dividends per ADR in respect of each financial year are set out below. 2025 2024 2023 2022 2021 In £ sterling Interim 37.50p 75.00p 75.00p 75.00p 62.50p Final 37.50p 122.00p 122.00p 122.00p 93.50p Total 75.00p 197.00p 197.00p 197.00p 156.00p In US dollars1 Interim 49.44¢ 95.89¢ 93.29¢ 92.72¢ 85.98¢ Final 49.44¢ 155.98¢ 151.74¢ 150.83¢ 128.63¢ Total 98.88¢ 251.87¢ 245.03¢ 243.55¢ 214.61¢ Note 1 These figures have been translated for convenience purposes only, using the approximate average rate for the year of US$1.3185 (2024: 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 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. WPP ANNUAL REPORT 2025 185SHAREHOLDER INFORMATION ADDITIONAL INFORMATION
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 93-131 12 Shareholder waiver of future dividends Directors’ compensation report pages 93-131 Note 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 2026 FINANCIAL CALENDAR Ordinary dividend timetable Final Interim Ordinary ex-dividend date 4 June 2026 8 October 2026 Dividend record date 5 June 2026 9 October 2026 Dividend payment date 3 July 2026 2 November 2026 Other key dates: 2025 preliminary results 26 February 2026 First quarter trading update 28 April 2026 Annual General Meeting 8 May 2026 2026 interim results August 2026 Third quarter trading update October 2026 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 using 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 TAXATION INFORMATION 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 UK resident individuals receive a Dividend Allowance in the form of a 0% tax rate on the first £500 of dividend income received. For UK tax years ended 5 April 2025 and ending 5 April 2026, 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). For the tax year that starts on 6 April 2026 and ends on 5 April 2027 dividends received by UK resident individuals which are over the Dividend Allowance will be taxed at a rate of 10.75% for individuals in the basic rate band, at 35.75% for higher rate tax payers and at 39.35% for additional rate tax payers. 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. WPP ANNUAL REPORT 2025 186SHAREHOLDER INFORMATION ADDITIONAL INFORMATION