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WPP GROUP PLC
Form of Proxy for the use at the Extraordinary General Meeting
to be held on - September, 2000
I/We being (an) owner(s) of ordinary shares of 10p each in WPP Group plc hereby
appoint
Sir Martin Sorrell, or failing him, Paul Richardson (both of whom are directors
of WPP Group plc) or*
...........................................................................
as my/our proxy to vote for me/us and on my/our behalf at the Extraordinary
General Meeting of the Company to be held at the offices of Allen & Overy, One
New Change London EC4M 9QQ at 12 noon on - September, 2000 and at any
adjournment thereof.
My proxy is to vote as follows:
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FOR AGAINST
1. Ordinary Resolution: to approve the merger with Young &
Rubicam Inc., to increase the share capital and to grant
the Directors authority to allot shares in accordance
with Article 6 of the Company's Articles of Association
2. Ordinary Resolution: to appoint Michael J. Dolan as a
Director of the Company
3. Ordinary Resolution: to appoint F. Warren Hellman as a
director of the Company
4. Ordinary Resolution: to appoint Michael H. Jordan as a
director of the Company
5. Ordinary Resolution: to appoint Sir Christopher Lewinton
as a
director of the Company
6. Ordinary Resolution: to appoint Alan D. Schwartz as a
director of the Company
7. Special Resolution: to disapply pre-emption rights in
accordance with Article 7 of the Company's Articles of
Association
8. Ordinary Resolution: to increase the limit on the maximum
amount of the aggregate remuneration payable to
non-executive directors under Article 81(1) of the
Company's articles of association.
9. Ordinary Resolution: to enable the Company to provide
special remuneration to non-executive directors, for any
special or extra services requested by the Company, in
the form of a right to acquire WPP Ordinary Shares.
Signature: Date:
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NOTES FOR COMPLETION OF FORM OF PROXY:
1. Please indicate by placing "x" in the appropriate spaces how you wish your
votes to be cast. On receipt of this form duly signed, by without any
specific direction on how you wish your votes to be cast, your proxy may
vote or abstain, at his discretion. On any other business (including a
motion to adjourn the meeting or to amend a resolution) the proxy will vote
at his discretion.
2. In the case of joint share owners, the vote of the first named in the
Register of Members of the Company who tenders a vote, whether in person or
by proxy, shall be accepted to the exclusion of the votes of the other
owner(s).
3. In the case of a share owner which is a corporation, this form must be
executed either under its common seal or under the hand of an officer or
attorney duly authorised in writing.
4. To be valid, the form must be completed, signed, [detached and] deposited at
the office of the Company's Registrars, Computershare Services PLC, PO Box
1075, Bristol BS99 3FA not less than 48 hours before the time appointed for
the meeting (i.e. by 12 noon on - September, 2000).
5. *You are entitled to appoint one or more proxies of your choice who need not
be share owners of the Company. If you wish to appoint someone other than
the directors referred to above, please delete their names and initial the
deletion and PRINT the name and address of the proxy in the space provided.
Completion and return of the form of proxy will not prevent you from
attending and voting at the meeting instead of your proxy, if you so wish.
MERRILL CORPORATION LTD. London
00LON1334
