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Exhibit 99.6
[INSTRUCTIONS FOR VOTING BY PHONE/INTERNET]
DETACH PROXY CARD HERE IF YOU ARE NOT VOTING BY
TELEPHONE OR THE INTERNET
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PLEASE DETACH HERE
You Must Detach This Portion of the Proxy Card Before Returning it in the
Enclosed Envelope
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YOUNG & RUBICAM INC.
285 MADISON AVENUE
NEW YORK, NEW YORK 10017
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE SPECIAL
MEETING OF STOCKHOLDERS OF YOUNG & RUBICAM INC. TO BE HELD ON [DATE], 2000.
The undersigned stockholder of Young & Rubicam Inc., a Delaware corporation,
hereby appoints each of Stephanie W. Abramson, Michael J. Dolan and Jacques
Tortoroli, proxy and attorney-in-fact, each with full power of substitution, on
behalf and in the name of the undersigned, to represent the undersigned at the
Young & Rubicam Inc. Special Meeting to be held on [date], at [meeting place],
and at any adjournments or postponements thereof, and to vote as indicated
herein all of the common shares, par value $.01 per share, of Young & Rubicam
Inc. which the undersigned would be entitled to vote if then and there
personally present, on the matters set forth on the reverse side hereof.
(continued and to be signed on reverse side)
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PLEASE MARK YOUR VOTES AS INDICATED IN THIS EXAMPLE: /X/
THE YOUNG & RUBICAM INC. BOARD OF DIRECTORS RECOMMENDS A VOTE
"FOR" PROPOSAL 1.
1. Proposal to approve and adopt the Agreement and Plan of Merger, dated as
of May 11, 2000, among WPP Group plc, Young & Rubicam Inc. and York Merger
Corp., a wholly owned subsidiary of WPP, pursuant to which York Merger Corp.
will be merged with and into Young & Rubicam Inc., and shares of Young &
Rubicam Inc. common stock outstanding immediately prior to the merger will
each be converted into .835 of an American depositary share of WPP, each of
which represents five ordinary shares of WPP. Holders of Young & Rubicam Inc.
common stock will have the option of receiving five WPP ordinary shares
instead of each American depositary share they are otherwise entitled to
receive.
Approval of the merger agreement includes approval of the merger of Young &
Rubicam Inc. with and into York Merger Corp., following which Young & Rubicam
Inc. will become a wholly owned subsidiary of WPP, all as more fully described
in the proxy statement/prospectus.
/ / FOR / / AGAINST / / ABSTAIN
2. By returning this proxy card you are conferring upon management the authority
to vote upon such other business as may properly come before the Young &
Rubicam special meeting or any postponements or adjournments thereof.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES (SEE
ABOVE), BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE WITH
THE BOARD OF DIRECTORS' RECOMMENDATIONS. HOWEVER, THE PROXY HOLDERS CANNOT VOTE
YOUR SHARES UNLESS YOU SIGN, DATE AND RETURN THIS CARD.
Please sign exactly as your name appears herein. If shares are held jointly, all
holders should sign. When signing as attorney, executor, administrator, trustee
or guardian, please give your full title. If a corporation, please sign in full
corporate name by president or other authorized officer. If a partnership,
please sign in partnership name by authorized person, indicating, where proper,
official position or representative capacity.
The undersigned hereby acknowledges receipt of the notice of the special meeting
and the proxy statement/prospectus dated July __, 2000.
Dated: __________________________, 2000
_______________________________________
(signature)
_______________________________________
(signature if held jointly)
_______________________________________
(signature if held jointly)
VOTES MUST BE INDICATED
/X/ IN BLACK OR BLUE INK. /X/
PLEASE SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED
ENVELOPE.
