Compulsory Acqn of Shares

WPP Group PLC 6 December 2001 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA OR JAPAN WPP GROUP PLC RECOMMENDED OFFER FOR TEMPUS GROUP PLC WPP announces that on 6 November 2001, when its Offer became unconditional in all respects, WPP had received valid acceptances in respect of (or had purchased during the Offer Period) 57,753,956 Tempus Shares, representing 96.2 per cent. of the Tempus Shares to which the Offer relates. Accordingly, on 5 December 2001 WPP issued notices to Tempus Shareholders who have not yet accepted the Offer informing them that it intends to exercise its right under sections 428 to 430F of the Companies Act to acquire compulsorily any outstanding Tempus Shares at the expiry of the requisite notice period. WPP gave notice in the offer document dated 10 September 2001 (the 'Offer Document') of its intention to procure the delisting of Tempus Shares, such delisting to take effect as soon as appropriate after the Offer becomes or is declared unconditional in all respects. WPP now intends to procure the making by Tempus of an application for the removal of the Tempus Shares from the Official List of the UK Listing Authority and for the cancellation of trading in Tempus Shares on the London Stock Exchange's market for listed securities. It is anticipated that the cancellation of listing and trading will take effect from 17 January 2002. The Offer remains open for acceptance until further notice. Enquiries: MERRILL LYNCH Telephone: +44 20 7628 1000 Philip Yates, Managing Director Richard Taylor, Director Tim Pratelli, Director GOLDMAN SACHS INTERNATIONAL Telephone: +44 20 7774 1000 Richard Campbell-Breeden, Managing Director James Del Favero, Managing Director BUCHANAN COMMUNICATIONS Telephone: +44 20 7466 5000 Richard Oldworth, Managing Director Mark Edwards, Director The definitions set out in the Offer Document have the same meanings in this announcement unless the context requires otherwise. The Offer was not made, directly or indirectly, in or into Australia, Canada or Japan. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise distributed or sent in or into or from Australia, Canada or Japan. The Directors of WPP accept responsibility for the information contained in this announcement and, to the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information. Merrill Lynch International and Goldman Sachs International, both of which are regulated in the United Kingdom by the Financial Services Authority, are acting exclusively for WPP in connection with the Offer and no one else and will not be responsible to anyone other than WPP for providing the protections afforded to their respective clients or for providing advice in relation to the Offer or any other matter referred to herein.

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WPP (WPP)
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