Result of Meeting

WPP Group PLC 27 September 2005 Result of Meetings WPP Group plc 27 September 2005 WPP Group plc ("WPP") Scheme Proposals and Share Plans Proposals approved by Shareholders The Scheme Proposals At the meeting convened by the Court and held on 26 September 2005 (the "Court Meeting") to approve the proposed scheme of arrangement (the "Scheme") between WPP Group plc and the holders of Scheme Shares (as defined in the Scheme), the resolution approving the Scheme was passed by the requisite majorities on a poll. The voting of those members who cast votes either in person or by proxy at the Court Meeting is summarised in the following table: For % Against % Number of votes: 751,365,842 99.83 1,264,922 0.17 Number of voters: 1158 62 In addition, at the extraordinary general meeting also held on 26 September 2005 (the "EGM"), the special resolution to approve the Scheme, the related reduction of capital and certain other related arrangements was also passed by the requisite majority on a poll. The voting of those members who cast votes either in person or by proxy at the EGM on this special resolution is summarised in the following table: For % Against % Withheld % Number of votes: 644,784,519 99.11 2,115,944 0.33 3,658,244 0.56 The Scheme will interpose a new parent company ("New WPP") between WPP and the holders of the Scheme Shares. On the Scheme becoming effective New WPP will be renamed "WPP Group plc". The Scheme is still subject to the sanction of, and confirmation by, the Court. Indicative Timetable The indicative timetable for implementation of the Scheme is currently expected to be as follows: Court hearing 24 October 2005 Last day of dealings in WPP Shares 24 October 2005 Scheme Record Time 6.00 p.m., 24 October 2005 Effective Date of Scheme 25 October 2005 De-listing of WPP Shares 8.00 a.m., 25 October 2005 Commencement of dealings in New WPP Shares issued to WPP 8.00 a.m., 25 October 2005 Share Owners under the Scheme New WPP will then carry out a reduction of capital to reduce the nominal value of the New WPP Shares from 475 pence each to 10 pence each. This will create approximately £5.88 billion of distributable reserves. This reduction of capital is anticipated to take effect on 27 October 2005 (subject to the Scheme becoming effective on 25 October 2005). The Share Plans Proposals The EGM also passed four ordinary resolutions by the requisite majority relating to share plans to be adopted by New WPP conditional on the Scheme becoming effective. Each of the ordinary resolutions was voted on a poll. The voting of those members who cast votes either in person or by proxy at the EGM on these ordinary resolutions is summarised in the following table: Ordinary Name of Share Plan For % Against % Withheld % Resolution 1 WPP 2005 Executive 589,440,978 90.61 27,855,917 4.28 33,261,812 5.11 Stock Option Plan 2 WPP 2005 Worldwide 673,489,312 98.39 6,186,062 0.90 4,839,819 0.71 Ownership Plan 3 WPP 2004 Leadership 589,154,201 90.56 33,254,961 5.11 28,149,545 4.33 Equity Acquisition Plan 4 WPP Performance 608,910,999 93.43 38,170,291 5.86 4,605,447 0.71 Share Plan Enquiries: Feona McEwan - +44 (0)207 408 2204 OTHER INFORMATION Unless the context otherwise appears, terms defined in the WPP's scheme circular dated 31 August 2005 have the same meaning in this announcement. The directors of WPP accept responsibility for the information contained in this announcement and, to the best of their knowledge and belief (having taken 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, which is authorised and regulated in the UK by the Financial Services Authority, is acting exclusively for WPP and New WPP in connection with the Scheme Proposals and for no-one else and will not be responsible to anyone other than WPP and New WPP for providing the protections afforded to their respective clients, for the contents of this announcement, or for providing advice in relation to the Proposals. Securities may not be offered or sold in the United States unless they are registered under the US Securities Act of 1933, as amended, (the "US Securities Act") or exempt from such registration. The New WPP Shares to be issued to WPP Share Owners under the Scheme have not been and will not be registered under the US Securities Act (nor under the securities laws of any state of the United States), but will be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by section 3(a)(10) thereof. Neither the SEC nor any US state securities commission has approved or disapproved of the New WPP Shares or passed upon the adequacy or accuracy of this document. Any representation to the contrary is a criminal offence in the United States. This information is provided by RNS The company news service from the London Stock Exchange

Companies

WPP (WPP)
UK 100

Latest directors dealings