Exhibit (a)(i) WPP PLC CITIBANK, N.A., As Depositary, and HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES DEPOSIT AGREEMENT Dated as of January 2, 2013Deposit Agreement • December 31st, 2012 • Citibank,N.A./ADR • Services-advertising agencies • New York
DEPOSIT AGREEMENT, dated as of January 2, 2013 by and among WPP plc, a company incorporated in Jersey under the Jersey Companies Law with registered number 111714, and its successors (the "Company"), CITIBANK, N.A., a national banking association organized under the laws of the United States of America (the "Depositary"), and all Holders and Beneficial Owners of American Depositary Shares, some of which may be represented by American Depositary Receipts, issued hereunder (all such terms as hereinafter defined).
Exhibit (a)(ii) WPP plc London W1J 5RJLetter Agreement • December 31st, 2012 • Citibank,N.A./ADR • Services-advertising agencies • New York
Reference is hereby made to the (i) Deposit Agreement, dated as of January 2, 2013 (as the same may be amended and supplemented from time to time, the “Deposit Agreement”), by and among WPP plc, a company incorporated in Jersey under the Companies (Jersey) Law 1991 with registered number 111714 and formerly known as “WPP 2012 plc” (“WPP” or the “Company”), Citibank, N.A., a national banking association organized and existing under the laws of the United States of America, in its capacity as depositary (the “Depositary”), and the Holders and Beneficial Owners of American Depositary Shares (“ADSs”), some of which are evidenced by American Depositary Receipts (“ADRs”) issued thereunder, each ADS representing five (5) ordinary shares, par value 10 pence per share, of WPP (the “WPP Shares”) and (ii) the Deposit Agreement, dated as of November 19, 2008 (the “Old Deposit Agreement”), by and among WPP 2012 Limited (formerly known as WPP plc), a company incorporated in Jersey with registered nu
