Important notice This document shows selected sections of the takeover offer document of WPP which has been released by WPP as of 16 September 2016 in German language. This convenience translation of the most relevant sections is for information only, the legally binding documents are in German language and can downloaded at http://ir.syzygy.net/default3_and_fz_menu=ir_take_over_offer.aspx

Takeover Offer document voluntary public takeover offer (cash offer) of WPP Jubilee Limited 27 Farm Street, London, W1J 5RJ, United Kingdom To all shareholders of Syzygy AG Im Atzelnest 3, 61352 Bad Homburg v.d.Höhe, Germany for acquisition of all non-par bearer shares in Syzygy AG against a cash consideration of EUR 9.00 per share in Syzygy AG Acceptance period (subject to extension): 16 September 2015 until 14 Oktober 2015, 24:00 Uhr (local time Frankfurt am Main, Germany) Shares of Syzygy AG: ISIN DE0005104806 / WKN 510480 „Syzygy AG shares submitted for sale “: ISIN DE000A1613S8 / WKN A1613S „Syzygy AG shares later submitted for sale “: ISIN DE000A1613T6 / WKN A1613T

1.

General Shareholder Information

1.1

Takeover offer to be carried out pursuant to the German Securities Acquisition and Takeovers Act

This Offer Document (the "Offer Document") contains a voluntary public takeover offer (the "Takeover bid" or "Offer") from WPP Jubilee Limited, a private limited company established in accordance with English law and with registered office in London, United Kingdom, registered at Companies House of England and Wales under company number 08286875 ("WPP Jubilee Limited" or the "Offeror") to the shareholders Syzygy AG, a public limited company established in accordance with German law, with registered office at Im Atzelnest 3, 61352 Bad Homburg v.d.Höhe, Germany, registered in the trade register (Handelsregister) of the Bad Homburg v.d.Höhe Local Court under HRB 6877 ("Syzygy" or the "Target Company"). The offer relates to the acquisition of all no-par value bearer shares in Syzygy (ISIN DE0005104806 / WKN 510480) ("Syzygy Shares") and is addressed to all holders of Syzygy shares. Syzygy shareholders are hereinafter individually referred to as "Syzygy Shareholder" or collectively as "Syzygy Shareholders". The Offer is a voluntary public takeover bid within the meaning of s. 29(1) of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetzes, the "SATA"). The Offer is made subject to the laws of the Federal Republic of Germany and is performed pursuant to German law, in particular pursuant to the Securities Acquisition and Takeover Act and the regulations established under that Act, such as the Regulation on the content of offer documents, consideration in takeover bids and mandatory bids and exemption from the duty to publish and file an offer (the "SATA Offers Regulation”). The Offer is not made subject to the regulations of foreign legal systems (in particular the legal systems of the United States of America, Canada, Australia or Japan). There have not been any notifications, registrations, consent or approvals of the Offer Document and/or the Offer applied for or secured outside of the Federal Republic of Germany, nor is there any intention to do so. As such, Syzygy Shareholders cannot rely on the application of shareholder provisions under foreign legal systems. The

German

Federal

Financial

Supervisory

Authority

(Bundesanstalt

für

Finanzdienstleistungsaufsicht, "BaFin") has reviewed the German version of this Offer Document for compliance with German law and authorised it for publication on 15 September 2015. There are no other documents that form part of the Offer. 1.2

Publication of the decision to make a takeover bid

On 7 August 2015, pursuant to s. 10(1) of the SATA the Offeror published its decision to make a bid. The publication can be viewed online at www.wpp-jubilee-angebot.de.

1.3

Publication and distribution of the Offer Document

Pursuant to ss 34, 14(2) and (3) of the SATA, the Offeror will publish this Offer Document on 16 September 2015 by (i) online publication at www.wpp-jubilee-angebot.de (in German) and (ii) making copies of the Offer Document available free of charge at HSBC Trinkaus & Burkhardt AG, Königsallee 21/23, 40212 Düsseldorf, Germany, facsimile number +49 (0)211 9101870 (for receipt by post) or email to [email protected] (for receipt by email). The (i) website on which the Offer Document is to be published , and (ii) availability of free copies of this Offer Document will be announced on 16 September 2015 in the German Federal Gazette (Bundesanzeiger, www.bundesanzeiger.de). There has not been any further publication of the Offer Document going beyond this, especially abroad, nor is this intended. The Offer Document has been published by the Offeror pursuant to the provisions of the SATA. The publication of the Offer Document is intended purely to comply with the requirements of the SATA and should not be interpreted as the submission of a bid, the publication of the Offer or Offer Document nor as publication advertisement for the bid under any legal systems but that of the Federal Republic of Germany. The publication, dispatch, distribution or dissemination of the Offer Document, a summary or any other description of the Offer Document, as well as the availability of relevant documents outside of the Federal Republic of Germany may lead to the application of legal norms arising under legal systems other than that of the Federal Republic of Germany and may be subject to limitations in these other legal systems. Publication pursuant to any legal system other than that of the Federal Republic of Germany is not intended. Neither the Offeror, nor any people acting in concert with it within the meaning of s. 2(5) of the SATA (see 5.6 below) has authorised the publication, dispatch, distribution or dissemination of the Offer Document, a summary or any other description of the Offer Document, or the provision of relevant documents by third parties outside of the Federal Republic of Germany. The Offeror and any persons acting in concert with it are not under any obligation to ensure, and will not accept liability for the compliance of the publication, dispatch, distribution or dissemination of the Offer Document, any summary or any other description of the Offer Document, or the availability of relevant documents outside of the Federal Republic of Germany with the relevant local regulations. The Offeror will provide the Offer Document to the credit institutions or other securities services companies where Syzygy Shares are stored (individually "Custodian Institution" and collectively "Custodian Institutions") on request and only for provision to Syzygy Shareholders, domiciled or usually resident in the Federal Republic of Germany. Furthermore, the Custodian Institutions may only send, distribute or disseminate the Offer Document to Syzygy Shareholders not residing in the Federal Republic of Germany if done so in compliance with all applicable domestic and foreign legal regulations.

1.4

Acceptance of the Offer outside the Federal Republic of Germany

The Offer may be accepted by all Syzygy Shareholders residing both in Germany or abroad in accordance with the terms of this Offer Document and the applicable legal regulations. However, the Offeror cautions that the acceptance of the Takeover Bid outside of the Federal Republic of Germany may be subject to different regulations than those of the Federal Republic of Germany. Syzygy Shareholders who receive the Offer Document or who wish to accept the Offer outside of the Federal Republic of Germany and who fall under the application of securities or capital market regulations of a legal system other than that of the Federal Republic of Germany are requested to seek advice on the applicable regulations and to be sure to comply with them. The Offeror and any people acting in concert with it within the meaning of s. 2(5) of the SATA do not make any guarantee as to the legality of the acceptance of this Takeover Offer outside of the Federal Republic of Germany.

2.

Notes to the offer and the released information…

3.

Summary of the Offer

Please note: The following summary contains a selection of information from the Offer Document. It is complemented by and should be read in the context of the other information provided in the rest of this Offer Document. Accordingly, this summary does not contain all of the information which could be relevant to Syzygy Shareholders. Syzygy should therefore read the entire Offer Document carefully. The reading of this summary is no substitute for a full reading of the Offer Document. Offeror:

WPP Jubilee Limited, 27 Farm Street, London, W1J 5RJ, United Kingdom

Target company:

Syzygy AG, Im Atzelnest 3, 61352 Bad Homburg v.d.Höhe, Germany

Object of the bid:

The acquisition of all non-par value bearer shares in the German public limited company Syzygy AG (ISIN DE0005104806 / WKN 510480) with each share corresponding to a share of EUR 1.00 in the stock capital, including all associated rights as of the point in time of carrying out this Offer, in particular the right to participation in the profits for the fiscal year commencing on 01 January 2015.

Consideration:

EUR 9.00 per Syzygy share

Period for

16 September 2015 to14 October 2015 midnight (local time, Frankfurt

acceptance:

am Main, Germany) (subject to extension)

Additional acceptance period:

If the acceptance period (as defined under 4.2) is not extended, an additional acceptance period (as defined under 4.4) will foreseeably commence on 20 October 2015 and close at midnight on 2 November 2015 (local time, Frankfurt am Main, Germany).

ISIN / WKN:

Syzygy AG shares: ISIN DE0005104806 / WKN 510480 Syzygy AG shares submitted for sale: ISIN DE000A1613S8 / WKN A1613S Syzygy AG shares later submitted for sale: ISIN DE000A1613T6 / WKN A1613T

Conditions:

The Offer and the contracts which will arise on acceptance of the Offer are subject to the following terms, which are conditions precedent within the meaning of s 158(1) of the German Civil Code(Bürgerlichen Gesetzbuchs, BGB, "Civil Code"): There is no considerable worsening of the Syzygy Group's EBITDA (as defined under 11.2) over the period following publication of this Offer Document.

Acceptance:

Syzygy Shareholders may only accept the offer during the (extended) acceptance periods by submitting a written declaration to their Custodian Institution (as defined under 1.3) and declaring their acceptance of the Offer ("Declaration of Acceptance"). Acceptance becomes effective with timely transfer of the number of Syzygy shares stated in the Declaration of Acceptance to ISIN DE000A1613S8 / WKN A1613S for Syzygy AG shares submitted for sale or to ISIN DE000A1613T6 / WKN A1613T for Syzygy AG shares submitted later for sale. The Custodian Institution will order the transfer after receipt of the Declaration of Acceptance. Acceptance is free of charge, commission and expenses for Syzygy Shareholders – with the exception of any Custodian Institution costs and expenses incurred abroad and the costs for the transmission of the Declaration of Acceptance to the Custodian Institution.

Negotiable character of submitted Shares:

The Offeror does not intend to apply to trade in Syzygy AG shares which are transferred to ISIN DE000A1613S8 / WKN A1613S pursuant to a submission for sale pursuant to the acceptance of this Takeover Bid or Syzygy AG shares which are transferred to ISIN DE000A1613T6 / WKN A1613T pursuant to a later submission for sale pursuant to later acceptance of this Takeover Bid on the regulated market of the Frankfurt Stock Exchange or on another securities exchange. Syzygy shares not submitted in acceptance of the

Takeover Bid can continue to be traded under ISIN DE0005104806 / WKN 510480. However, should the condition of regulatory authorisation for the merger described under 11.1 of this Offer Document not be fulfilled by the end of the acceptance period, the Offeror will apply to trade in Syzygy AG shares submitted for sale and Syzygy AG shares submitted later or sale on the regulated market of the Frankfurt Stock Exchange (prime standard). Publication:

Pursuant to ss 34, 14(2) and (3) of the SATA, the Offeror published this Offer Document on 16 September 2015 by (i) online publication at www.wpp-jubilee-angebot.de (in German) and (ii) making copies of the Offer Document available free of charge at HSBC Trinkaus & Burkhardt AG, Königsallee 21/23, 40212 Düsseldorf, Germany, facsimile number +49 (0)211 9101870 (for receipt by post) or email to [email protected] (for receipt by email). The (i) website on which the Offer Document is to be published , and (ii) availability of free copies of this Offer Document will be announced on 16 September 2015 in the German Federal Gazette (Bundesanzeiger, www.bundesanzeiger.de). There has not been any further publication of the Offer Document going beyond this, especially abroad, nor is this intended. All notifications or disclosures required under the SATA in the context of this Offer will be made by online publication on www.wpp-jubilee-angebot.de and the German Federal Gazette.

Settlement:

The clearing house (as defined under 12.1) must transfer Syzygy AG shares which have been submitted for sale in relation to which the Takeover Bid has validly been accepted in time, to the custodian institution's account at Clearstream Banking AG on expiry of the acceptance period, but no earlier than on fulfilment of the Offer conditions. The previous paragraph applies accordingly to the payment of the offer price for Syzygy AG shares submitted later for sale, however in relation to the Additional Acceptance Period. With the credit of the Offer price owed to the relevant custodian institution's account at Clearstream Banking AG, the Offeror will have performed its duty to pay the Offer price to the Syzygy shareholder in question. It is the responsibility of the custodian institution in question to credit the Offer price to the Syzygy relevant shareholder's account. If the condition precedent for regulatory authorisation for the

merger described under 11.1 has not been fulfilled by the expiry of the Acceptance Period or the Additional Acceptance Period, the settlement of the Takeover Bid and the crediting of the Offer price for the Syzygy shares submitted for sale or the Syzygy shares later submitted for sale may be delayed. In such a case, the settlement of the Takeover Offer and the credit of the Offer Price for the Syzygy AG shares submitted for sale or later submitted for sale will be carried out without delay, i.e. (factoring in any regular settlement processes) foreseeably the fourth, but not later than the eighth bank working following notification to the custodian institution of the fulfilment of the Offer condition pursuant to 1.1. The success of the Takeover Bid and the date of the settlement will be decided no later than six months after the expiry of the Acceptance Period (as defined under 4.2) (including any extensions as provided for under the SATA and set out under 4.3).

4.

Takeover Offer

4.1

Object of the Bid and Offer Price

The Offeror hereby offers to buy all non-par value bearer Syzygy shares (ISIN DE0005104806 / WKN 510480) with each share corresponding to a share of EUR 1.00 in the stock capital, including all associated rights as of the point in time of carrying out this Offer, in particular the right to participation in the profits for the fiscal year commencing on 01 January 2015 in consideration of a cash payment of EUR 9.00 per Syzygy share (the "Offer Price") in accordance with the terms of this Offer Document.

4.2

Commencement and expiry of the acceptance period

The period for the acceptance of this Takeover Bid ("Acceptance Period") commences on 16 September 2015 with the publication of this Offer Document online at www.wppjubilee-angebot.de and the availability of the Offer Document at HSBC Trinkaus & Burkhardt AG, Königsallee 21/23, 40212 Düsseldorf, Germany, facsimily number +49 (0)211 9101870 (for receipt by post) or email to [email protected] (for receipt by email), and will close at Midnight 14 October 2015 An announcement of the availability of this Offer Document free of charge and the address of the website on which the Offer Document will be published will be placed in the German Federal Gazette on 16 September 2015 (www.bundesanzeiger.de). 4.3

Extension of the Acceptance Period

In accordance with the SATA, the acceptance period will be extended under the following circumstances accordingly: −

The Offeror may amend this Offer pursuant to s. 21(1) of the SATA up to one working day before the end of the acceptance period. This would be Tuesday, 13 October 2015. Where the Offer is amended, the acceptance period will be extended by two weeks, that is, until midnight on 28 October 2015, as long as notification of the amendment was made during the last two weeks of the original acceptance period. This also applies where the amended bid is in breach of legal regulations (s. 21(5) of the SATA).

−

Where a third party makes a public offer to acquire Syzygy shares by publishing an offer document ("Competing Bid") and the acceptance period for the present Takeover Offer is to expire before the end of the Competing Bid's acceptance period the end of the present Takeover Offer's acceptance period will be determined by the expiry of the Competing Bid's acceptance period. This also applies where the Competing Bid is amended, prohibited or in breach of legal regulations (s. 22(2) of the SATA).

−

4.4

If, in the context of this Offer, a Syzygy general shareholders' meeting is called after publication of this Offer Document on 16 September 2015, the acceptance period will be extended to 10 weeks from publication of the Offer Document (s. 16(3) of the SATA), thus expiring on 25 November 2015, without prejudice to the aforementioned possible extensions of the acceptance period. Additional acceptance period:

Syzygy shareholders who have not accepted the Offer by the expiry of the (extended) acceptance period may, pursuant to s. 16(2) of the SATA , still accept this Takeover Offer within two weeks of the Offeror's publication of the preliminary result of the Bid

("Additional Acceptance Period"). The result of the Takeover Bid will, pursuant to s 23(1)(1)(2) of the SATA, likely be published within three bank working days of expiry of the acceptance period, that is, foreseeably on 19 October 2015. On this basis, the Additional Acceptance Period would commence on 20 October 2015. After expiry of the Additional Acceptance Period, that is, likely at midnight on 2 November 2015, shareholders will, pursuant to s 39c of the SATA, no longer be able to accept the Takeover Bid § 39c.

5. Description of the Bidder and WPP plc 5.1 Legal basis of the Bidder 5.1.1 Legal form, business address The Bidder is a private limited company under English law with its registered seat in London, United Kingdom, and registered in the Companies House of England and Wales with Company No. 08286875. It was founded on 8 November 2012. The business address of the Bidder is 27 Farm Street, London, W1J 5RJ, United Kingdom. 5.1.2 Company purpose and financial year The Bidder has adopted the model articles pursuant to the Companies Act 2006 not providing for a limitation of the company's purpose. Accordingly, the Bidder has an unlimited company purpose under English law. Without limitation to the company's purpose, the registered business activity of the Bidder at the Companies House of England and Wales is the activities of a head office. The financial year of the Bidder is the calendar year. 5.2 Corporate bodies of the Bidder The Bidder's corporate bodies are the board of directors and the general meeting of shareholders. The board of directors currently comprises the following persons: - Mr Andrew Grant Balfour Scott; - Mr Christopher Paul Sweetland; and - Mr Charles Ward van der Welle. By virtue of resolution of the Bidder's board of directors as of [•] 2015, Mr Christopher Paul Sweetland is authorized to represent the Bidder by acting alone when making declarations or taking actions in connection with this offer. 5.3 Share capital The Bidder's share capital currently amounts to GBP 100,001.00 and is divided into 100,001 ordinary shares each representing a pro rata amount in the share capital of GBP

1.00. All ordinary shares have been fully paid in. The Bidder holds no treasury shares. The Bidder's shares are not admitted to be traded at a stock exchange. 5.4 Shareholder structure of the Bidder Sole shareholder of the Bidder is WPP plc with its registered seat in St. Helier, Jersey, and registered with the registry area of the Jersey financial services commission under no 111714 and with business address Queensway House, Hilgrove Street, St. Helier, JE1 1 ES, Jersey. The shares of WPP plc are listed on the London Stock Exchange (ISIN JE00B8KF9B49) and on the NASDAQ in New York City, New York, USA. 100% of the shares of WPP plc are free float, whereby, as of 30 June 2015, 94% of the shares are held by institutional investors, 3% by employees and a further 3% by other individuals. As of 30 June 2015, WPP plc has a total of 14,508 shareholders. 5.5 Overview of the business activities of the Bidder and WPP plc The Bidder is a mere holding company whose business activities are limited to holding, acquiring and disposing of participations in other companies. WPP plc holds multiple domestic and foreign subsidiaries and affiliated entities (WPP plc together with its consolidated subsidiaries and affiliated entities "WPP-Group" ). WPP plc is the ultimate group holding company of WPP-Group. WPP-Group is a worldwide leading group of companies in the areas of marketing, communication services and market research. WPP-Group's activities inter alia include the following: -

advertising; consulting services for investments in the media sector (media investment); data investment management; public relations and public affairs; brand management (branding) and corporate identity; communication services in health care industry; direct-marketing, digital marketing, promotions and relation marketing; and specialist communications.

WPP plc is a holding company offering its services through its subsidiaries and affiliated entities in the relevant area of activity. As of 30 June 2015 WPP-Group comprises of more than 155 companies with worldwide presences through more than 3,000 offices in 111 countries. The companies are positioned independently as a brand with individual identity and expertise, as customers typically make their choice on the basis of (creative) talent in dealing with the relevant tasks and level of the agencies' experience. Overall, WPP-Group employs almost 190,000 employees around the world as of 30 June 2015. WPP-Group´s customers include about 355 Fortune Global 500 companies, all 30 companies listed on Dow Jones as well as 71 NASDAQ 100 listed companies as of 30 June 2015. In the financial year 2014, WPP-Group achieved worldwide consolidated sales revenues in the amount of EUR 14,801.5 million1, of which EUR 1,161.7 million were made in Germany.

                                                                                                                1

As the annual or the group financial statement of WPP plc are prepared in British Pound (GBP), the relevant amounts have been converted into EUR. This conversion has been based on the following exchange rate: As far as the amounts of the financial statement and the group financial statement of WPP plc as of 31 December 2014 were

In the time period between 1 January 2015 and 30 June 2015 WPP-Group achieved worldwide consolidated sales revenues in the amount of EUR 8,208.3 million, of which EUR 493.6 million were made in Germany. 5.6 Persons acting jointly with the Bidder As sole shareholder of the Bidder, WPP plc (also Economic Bidder) controls the Bidder and therefore qualifies as person acting jointly with the Bidder according to § 2 para. 5 German Securities Acquisition and Takeover Act (WpÜG). At the time of publication of the offer document also the Bidder's subsidiaries listed in annex 1 to this offer document, which are at the same time also subsidiaries of the Economic Bidder according to § 2 para. 5 sen. 1 and sen. 3 WpÜG, are regarded as persons acting jointly with the Bidder, the Economic Bidder as well as amongst themselves. As the Bidder already indirectly holds 29.99984% of the issued shares in Syzygy at the time of publication of the offer document (see section 5.7) and the voting rights resulting from these shares have already provided the Bidder with a regular attendance majority at the general meetings of Syzygy, also the target company as well as the target company's subsidiaries listed in annex 2 to this offer document are regarded as persons acting jointly with the Bidder as well as amongst themselves according to § 2 para. 5 sen. 1 and sen. 3 WpÜG. Other than that, there are no further persons acting jointly with the Bidder within the meaning of § 2 para. 5 WpÜG.

                                                                                                                                                                                                                                                                                                                                                          concerned: Exchange rate: EUR 1 : GBP 0.77890 (source: German Central Bank)

5.7 Shares in Syzygy currently held by the Bidder or persons acting jointly with the Bidder, attribution of voting rights At the time of publication of this offer document, the Bidder does not hold any shares in Syzygy directly. However, at the time of publication of the offer document, the following subsidiaries of the Bidder, qualifying as persons acting jointly with the Bidder according to § 2 para. 5 sen. 1 and sen. 3 WpÜG, directly hold shares and voting rights in the target company as follows: −

WPP 2005 Limited, London, United Kingdom: 589,587 shares and voting rights in Syzygy, corresponding to ca. 4.59593% of the entire share capital and voting rights in Syzygy;

−

WPP Group (UK) Limited, London, United Kingdom: 2,161,639 shares and voting rights in Syzygy, corresponding to ca. 16.85035% of the entire share capital and voting rights in Syzygy;

−

WPP Digital Germany GmbH, Frankfurt am Main, Germany: 267,945 shares and voting rights in Syzygy, corresponding to ca. 2.08868% of the entire share capital and voting rights in Syzygy;

−

DSBK Activate GmbH, Frankfurt am Main, Germany: 829,343 shares and voting rights in Syzygy, corresponding to ca. 6.46487% of the entire share capital and voting rights in Syzygy.

All of the aforementioned voting rights (in total 3,848,514 voting rights, corresponding to ca. 29.99984% of all voting rights) are attributed to and thereby indirectly held by the Bidder as well as the controlling WPP plc pursuant to § 30 para. 1 sen. 1 no. 1 WpÜG. In addition to this, the shares held by the aforementioned subsidiaries of the Bidder in the target company are attributed to and thereby indirectly held by the following subsidiaries of the Bidder and the Economic Bidder according to § 30 WpÜG, who are all acting jointly with the Bidder as well as amongst themselves according to § 2 para. 5 sen. 1 and sen 3 WpÜG: −

WPP Madrid Square Limited, London, United Kingdom, indirectly holds 2,751,226 voting rights in Syzygy, corresponding to ca. 21.45% voting rights which are all attributed to it according to § 30 para. 1 sen. 1 no. 1 WpÜG.

−

WPP 2005 Limited, London, United Kingdom, directly holds 589,587 voting rights (see above) and indirectly holds an additional 2.161.639 voting rights in Syzygy, i.e. an aggregate of 2,751,226 voting rights in Syzygy, corresponding to ca. 21.45% voting rights, of which 2,161,639 voting rights, corresponding to ca. 16.85035% voting rights are attributed to it according to § 30 para. 1 sen. 1 no. 1 WpÜG.

−

WPP LN Limited, London, United Kingdom, indirectly holds 2,161,639 voting rights in Syzygy, corresponding to ca. 16.85% voting rights which are all attributed to it according to § 30 para. 1 sen. 1 no. 1 WpÜG.

−

Lexington International BV, Rotterdam, The Netherlands, indirectly holds 1,097,288 voting rights in Syzygy, corresponding to ca. 8.55% of voting rights which are all attributed to it according to § 30 para. 1 sen. 1 no. 1 WpÜG.

−

Arbour Square BV, Rotterdam, The Netherlands, indirectly holds 1,097,288 voting rights in Syzygy, corresponding to ca. 8.55% voting rights which are all attributed to it according to § 30 para. 1 sen. 1 no. 1 WpÜG.

−

WPP Luxembourg Europe S.à.r.l., Luxembourg, Luxembourg, indirectly holds 1,097,288 voting rights in Syzygy, corresponding to ca. 8.55% voting rights which are all attributed to it according to § 30 para. 1 sen. 1 no. 1 WpÜG.

−

Vincent Square Holding BV, Rotterdam, The Netherlands, indirectly holds 1,097,288 voting rights in Syzygy, corresponding to ca. 8.55% of voting rights which are all attributed to it according to § 30 para. 1 sen. 1 no. 1 WpÜG.

−

WPP Luxembourg Germany Holdings 3 S.à.r.l., Luxembourg, Luxembourg, indirectly holds 1,097,288 voting rights in Syzygy, corresponding to ca. 8.55% of voting rights which are all attributed to it according to § 30 para. 1 sen. 1 no. 1 WpÜG.

−

WPP Luxembourg Germany Holdings S.à.r.l., Luxembourg, Luxembourg, indirectly holds 1,097,288 voting rights in Syzygy, corresponding to ca. 8.55% of voting rights which are all attributed to it according to § 30 para. 1 sen. 1 no. 1 WpÜG.

−

WPP Deutschland Verwaltungs GmbH, Frankfurt am Main, Germany, indirectly holds 1,097,288 voting rights in Syzygy, corresponding to ca. 8.55% of voting rights which are all attributed to it according to § 30 para. 1 sen. 1 no. 1 WpÜG.

−

WPP Deutschland Holding GmbH & Co. KG, Frankfurt am Main, Germany, indirectly holds 1,097,288 voting rights in Syzygy, corresponding to ca. 8.55% of voting rights which are all attributed to it according to § 30 para. 1 sen. 1 no. 1 WpÜG.

−

WPP Marketing Communications BV, Rotterdam, The Netherlands, indirectly holds 1,097,288 Voting rights in Syzygy, corresponding to ca. 8.55% of voting rights which are all attributed to it according to § 30 para. 1 sen. 1 no. 1 WpÜG.

Further, the target company holds 133,438 treasury shares according to its semi-annual accounts as of 30 June 2015 published on 31 July 2015. Although the target company qualifies as a person acting jointly with the Bidder in accordance with § 2 para. 5 sen. 1 and sen. 3 WpÜG (see 5.6 above) the currently suspended voting rights from treasury shares of the target company are neither attributed to the Bidder nor any person acting jointly with the Bidder (with the exception of the target company) according to § 30 para. 1 WpÜG. In addition to this, at the time of the publication of this offer document, neither the Bidder, the persons acting jointly with the Bidder within the meaning of § 2 para. 5 WpÜG nor their subsidiaries hold further shares or voting rights in Syzygy directly or by attribution pursuant to § 30 WpÜG. Finally, neither the Bidder, the persons acting jointly with the Bidder nor their subsidiaries are directly or indirectly entitled to financial or other instruments relating to Syzygy within the meaning of §§ 25, 25a WpHG. 5.8 Obligations of third parties to accept the offer The Bidder has not entered into any agreements with Syzygy shareholders regarding the obligation to accept the offer.

5.9 Information on securities transactions The Bidder, the persons acting jointly with the Bidder within the meaning of § 2 para. 5 WpÜG and their subsidiaries have neither acquired any securities relating to Syzygy nor have they entered into agreements regarding their acquisition in the time period commencing six months prior to the publication of the decision to make the takeover offer on 7 August 2015 and ending today. […section 6, description of SYZYGY]

7. Economic and strategic background of the takeover offer With the takeover offer regarding the shares of Syzygy, the Bidder and the Economic Bidder are aiming to extend their existing indirect participation in the target company in the amount of ca. 29.99984% at the time of publication of the offer document and expand and further develop the growth of the business of and services offered by WPP-Group in the "new media" sector as well as their leading market position in Germany. The completion of the takeover offer is intended to provide an added value to WPPGroup's customers, to whom Syzygy's services and offerings shall and can be made available following the successful completion of the takeover offer. This will also lead to a positive development and increase of the order basis at Syzygy, as its customers will be able to make use of a wider and extended service spectrum. Accordingly, the takeover would also strengthen Syzygy´s market position in Germany. WPP-Group and Syzygy are also able to complement each other strategically in a geographical point of view. There are a lot of internationally and globally operating companies resident in Germany, who control their marketing and communication investments centrally out of Germany. Syzygy has been present in the German market for many years, is enjoying an excellent reputation and has local customer proximity. WPP-Group with its global presence is able to support Syzygy and its customers respectively by its international expansion.

8. Intentions of the Bidder and the Economic Bidder 8.1 Future business activities of the Bidder and the Economic Bidder, in particular with respect to the registered seat and location of essential parts of the company, the use of the assets, future obligations, the employees and their representation, the members of the company's corporate bodies and significant material changes to the terms of employment The Bidder does not conduct operational business activities of its own, has no employees and will continue its function of a holding company with respect to Syzygy after completion of the takeover offer. Neither the Bidder nor the Economic Bidder intend to change their business activities as a result of the takeover offer beyond the intentions described in section 7. In particular, this applies to the registered seat and location of essential parts of the company, the use of its assets or future obligations (each with exception of the statements on the offer´s effects on property, financial and

profit situation of the Bidder and the Economic Bidder (see section 15)). Further no changes are intended with respect to employees, the employee representation and terms of employment of the Bidder and WPP plc as well as the members of the corporate bodies as a result of this takeover offer. 8.2 Future business activities, seat, major parts of the business, assets and future obligations of Syzygy The Bidder and the Economic Bidder do not intend changes in the business activities of Syzygy. It is particularly not intended to change the registered seat or the location of major parts of the business of Syzygy. The Bidder also does not intend to make changes to the use of Syzygy's assets or impose on or cause Syzygy to enter into other obligations on it in the future. The focus is the combination of strengths for the benefit of both groups of companies. Moreover, Syzygy's assets shall be used within the framework of the business purpose provided in the articles of association, whereby it is the sole competence of Syzygy's competent corporate bodies to make such decisions in accordance with the applicable corporate governance rules. Therefore, neither the Bidder nor the Economic Bidder can exclude the company's business activities to change for reasons outside of their influence.

8.3 Management board and supervisory board of Syzygy It is the Bidder's opinion that the retention of Syzygy's management is in the best interest of Syzygy and it is key for the value of the Bidder and the Economic Bidder's investment in the company. Accordingly, the Bidder and the Economic Bidder intend the present members of Syzygy´s management board to remain in office after the completion of the takeover offer and to continue to have substantially the same responsibilities with respect to the business activities of Syzygy. However, no agreements to extent the existing board member service agreements nor any other agreements have been made with the members of Syzygy's management board. The completion of the offer will not result in a change in the composition of the supervisory board as provided for under statutory law nor will there be a change of the individuals currently comprising the supervisory board. The Bidder and the Economic Bidder have no intention to influence the present composition of Syzygy´s supervisory board against the background of the takeover offer.

8.4 Employees, Conditions of Employment and Employee Representation of Syzygy The current and future success of Syzygy are based on the committed staff of Syzygy group. The Bidder and the Economic Bidder are particularly interested in the know-how and experience of Syzygy's employees. Accordingly, no changes with respect to Syzygy's employees or their terms of employment are intended. Notably, the Bidder and the Economic Bidder do not intend to make adverse changes to existing employment contracts or the terms of employment of the target company's or other of its group companies' employees. Compulsory redundancies of Syzygy group's employees are not planned either. Syzygy has a works council. The Bidder and the Economic Bidder intend to respect the works council and to not initiate any actions to change the existing workers council.

8.5 Possible structural measures 8.5.1 Intercompany agreement If the Bidder after the completion of the offer directly or indirectly holds at least 75% of the share capital represented at the general meeting of the target company, the Bidder or a person acting jointly with the Bidder can agree on the conclusion of a domination and/or profit and loss transfer agreement according to §§ 291 et seq. German Stock Corporation Act (AktG) with the Bidder or a person acting jointly with the Bidder after the completion of the offer or at a later point in time. Such domination and/or profit and loss transfer agreement would need to provide for an appropriate cash compensation for the outside shareholders of Syzygy or guarantee them a certain dividend. Alternatively, the outside shareholders of Syzygy would need to be offered a purchase of their shares in the target company against an appropriate cash compensation or under certain conditions - against an appropriate compensation in shares of the other contracting party. Currently neither the Bidder nor the Economic Bidder intend to enter into a domination and/or profit and loss transfer agreement between a company belonging to WPPGroup and the target company but do not exclude the possibility of entering into such an agreement in the future.

8.5.2 Amendments to the articles of association, capital increases The Bidder and the persons acting jointly with the Bidder have already held more than 50% of the share capital represented at the general meeting of the target company against the background of the generally low attendance rates at the general meeting so that they are able to resolve on amendments to the articles of association according to § 179 et seq. AktG of the target company, provided the amendments do not concern a change of the business purpose. If, following the completion of the offer, the Bidder directly and/or indirectly holds at least 75% of the share capital represented at the general meeting of the target company, the Bidder and the persons acting jointly with the Bidder are able to also resolve amendments of the articles of association effecting a change of the business purpose. Currently, neither the Bidder nor the Economic Bidder intent to resolve on an amendment of the articles of association of the target company but do not exclude do resolve such measures for the future. The Bidder and persons acting jointly with the Bidder have already held more than 50% of the share capital represented at the general meeting of the target company against the background of the generally low attendance rates at the general meeting so that they are able to decide one or more capital increases according to §§ 182 et seq. AktG. If, following the completion of the offer, the Bidder holds at least 75% of the share capital represented at the general meeting of the target company, the Bidder, to the extent permissible, may resolve on a capital increase with exclusion of subscription rights of the target company´s shareholders according to § 186 para. 3 AktG. This might lead to a dilution of the shareholdings of the present or remaining shareholders of the target company.

Currently neither the Bidder nor the Economic Bidder intent to implement capital measures in the target company but do not exclude the possibility to do so in the future.

8.5.3 Measures under the Transformation Act If, following the completion of the offer, the Bidder directly and/or indirectly holds at least 75% of the share capital represented at the general meeting of the target company, it is able to resolve and implement restructuring measures under the German Transformation Act (UmwG) (e.g. mergers, divestitures, asset transfers, changes of the legal form) after the completion of the offer or at a later point in time. Depending on the specific restructuring measure and factual circumstances, the Bidder or a person acting jointly with the Bidder may in this process be required to offer the outside shareholders to acquire their shares against an appropriate cash compensation or an exchange of shares with at appropriate exchange ratio. At the moment, neither the Bidder nor the Economic Bidder intent to implement restructuring measures under the German Transformation Act with respect to the target company but do not exclude the possibility to resolve such measures for the future. 8.5.4 Delisting Following completion of the offer, the Bidder could cause Syzygy to the extent legally permissible to apply for the withdrawal of the admission of its shares to the sub-sector of the regulated market at the Frankfurt Stock Exchange and additional obligations arising from admission (Prime Standard) after the relevant prerequisites have been fulfilled and stop the trading on the open market (Freiverkehr) in Berlin, Düsseldorf, Hamburg-Hanover, Munich and Stuttgart respectively. According to a recent decision of the German Federal Court of Justice (BGH) a full delisting neither requires the approval of the general meeting nor an offer to all outside shareholders of Syzygy to acquire their shares for an appropriate compensation. In case of a withdrawal of the admission to sub-sector of the regulated market of Frankfurt Stock Exchange with additional obligations arising from admission (Prime Standard), Syzygy's shareholders could no longer benefit from the strict reporting obligations of the Prime Standard segment. Instead of a complete delisting, the management board of Syzygy may at any time decide a so-called downgrading from the regulated market in to an open market segment with lesser transparency requirements such as the entry standard at the Frankfurt Stock Exchange without a resolution of the general meeting or an offer to all outside shareholders of Syzygy to acquire their shares for an appropriate compensation to be required. While from the company's perspective such downgrading could lead to cost savings, it could result in reduced transparency due to the loss of transparency obligations from the shareholder's perspective. Currently, neither the Bidder nor the Economic Bidder intent to implement a delisting, to cause a downgrading or to take measures which are aimed to terminate the admittance to the open market of a stock exchange but do not exclude the possibility to take such measures in the future.

8.5.5 Squeeze-Out If, following the completion of the offer, the Bidder directly or indirectly holds at least 95% of the target company's share capital, it may require the general meeting to resolve on the transfer of the remaining shares to the Bidder against an appropriate cash compensation according to §§ 327a et seq. AktG following completion of the offer or anytime hereafter (squeeze-out according to AktG). If, following the completion of the offer, the Bidder directly or indirectly holds at least 95% of the target company's share capital, it may make a filing to the regional court (Landgericht) at Frankfurt Main for the remaining shares with voting rights to be transferred for an appropriate compensation on the basis of a court order according to §§ 39a et seq. German Securities Acquisition and Takeover Act (WpÜG) (squeeze-out according to WpÜG). As the bidder does not have the legal form of a stock corporation under German law, it is not eligible to implement a squeeze-out under transformation law according to § 62 para. 5 UmwG even if, following completion of the offer, the Bidder held at least 90% of the share capital authorized to vote. A transformation of the Bidder's legal form into a German Stock Company is not provided for under the German Transformation Act and, if at all, might only be admitted by virtue of the jurisdiction of the European Court of Justice. The Bidder as well as the four direct shareholders of Syzygy who are subsidiaries of the Bidder, following the completion of the offer, could, however, consider to transfer their shares to another company of WPP-Group which could then implements a squeeze-out under transformation law. Currently, neither the Bidder nor the Economic Bidder intent to implement a squeezeout (regardless of its legal basis) with respect to the target company but do not exclude the possibility of such measures for the future.

[sections 9. – 22. Technical information on price, regulations etc.] London, 15 September 2015 WPP Jubilee Limitied