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NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION IN WHICH SUCH DISTRIBUTION IS UNLAWFUL.
THIS OFFER TO PURCHASE DOES NOT CONSTITUTE AN INVITATION TO PARTICIPATE IN THE OFFER IN OR FROM ANY JURISDICTION IN OR FROM WHICH,
OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER UNDER APPLICABLE SECURITIES, BLUE SKY OR OTHER LAWS.
THE DISTRIBUTION OF THIS DOCUMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW. PERSONS INTO WHOSE POSSESSION THIS DOCUMENT COMES ARE REQUIRED BY THE DEALER MANAGERS (AS DEFINED BELOW),
WPP (AS DEFINED BELOW) AND THE TENDER AGENT (AS DEFINED BELOW) TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.
WPP FINANCE 2010
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OFFER AND DISTRIBUTION RESTRICTIONS
This Offer to Purchase does not constitute an invitation to participate in the Offer in any jurisdiction in which, or to any person to or from whom,
it is unlawful to make such invitation or for there to be such participation under applicable securities laws.
The distribution of this Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession this Offer to Purchase comes
are required by WPP, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.
Please select Country to view Jurisdictional Restrictions
General
This Offer to Purchase does not constitute an offer to buy or the solicitation of an offer to sell Notes
(and tenders of Notes in the Offer will not be accepted from Holders) in any circumstances in which such offer or solicitation or acceptance is unlawful.
In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and any Dealer Manager or
any of the Dealer Managers' respective affiliates is such a licensed broker or dealer in any such jurisdiction,
the Offer shall be deemed to be made by such Dealer Manager or affiliate, as the case may be, on behalf of WPP in such jurisdiction.
Each tendering Holder participating in the Offer will give certain representations in respect of the jurisdictions referred to below and generally
as set out in "Description of the Offer – Other". Any tender of Notes for purchase pursuant to the Offer from a Holder that is unable to make these
representations will not be accepted. Each of WPP, each Dealer Manager and the Tender Agent reserves the right, in its absolute discretion, to investigate,
in relation to any tender of Notes for purchase pursuant to the Offer, whether any such representation given by a Holder is correct and,
if such investigation is
undertaken and as a result we determine (for any reason) that such representation is not correct, such tender shall not be accepted.
Belgium
Neither this Offer to Purchase nor any other documents or materials relating to the Offer have been submitted to or will be submitted for approval or
recognition to the Belgian Financial Services and Markets Authority (Autoriteit voor financiële diensten en markten / Autorité des services et marchés
financiers) and, accordingly, the Offer may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law
of 1 April 2007 on public takeover bids as amended or replaced from time to time. Accordingly, the Offer may not be advertised and the Offer will not
be extended, and neither this Offer to Purchase nor any other documents or materials relating to the Offer (including any memorandum, information circular,
brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than
"qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission
to trading of placement instruments on regulated markets, acting on their own account. Insofar as Belgium is concerned, this Offer to Purchase has been
issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offer. Accordingly, the
information contained in this Offer to Purchase may not be used for any other purpose or disclosed to any other person in Belgium.
France
The Offer is not being made, directly or indirectly, to the public in the Republic of France (“France”).
Neither this Offer to Purchase nor any other document or material relating to the Offer has been or shall be distributed to the public in France and only
(i) providers of investment services relating to portfolio management for the account of third parties
(personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors
(investisseurs qualifiés), acting for their own account, with the exception of individuals, within the meaning ascribed to them in, and in accordance with,
Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, and applicable regulations thereunder, are eligible to participate in
the Offer.
This Offer to Purchase has not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.
Italy
None of the Offer, this Offer to Purchase or any other document or materials relating to the Offer have been or will be submitted to the clearance procedures
of the Commissione Nazionale per le Società e la Borsa (“CONSOB”) pursuant to Italian laws and regulations. Each Offer is being carried out in
Italy
as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the “Financial Services Act”)
and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Holders or beneficial owners of the Notes that are located in
Italy can tender Notes for purchase in the Offer through authorized persons (such as investment firms, banks or financial intermediaries permitted
to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007,
as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations
or with requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the
applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes and/or the Offer.
United Kingdom
The communication of this Offer to Purchase and any other documents or materials relating to the Offer is not being made and such documents and/or materials
have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000.
Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom.
The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the
definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
(the “Financial Promotion Order”)) or persons who are within Article 43(2)
of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.
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