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Young & Rubicam A NEW WAY TO VOTE
Inc. VOTE BY TELEPHONE
24 HOURS A DAY--7 DAYS A WEEK
SAVE YOUR COMPANY MONEY--IT'S FAST AND CONVENIENT
TELEPHONE MAIL
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800-648-2204
O Use any touch-tone telephone. o Mark, sign and date your Proxy
card
o Have your Proxy Form in hand. OR
o Enter the Control Number located o Detach card from Proxy Form.
in the box below.
o Return the card in the postage-
o Follow the simple recorded paid envelope provided.
instructions.
Your telephone vote authorizes the
named proxies to vote your shares in
the same manner as if you marked,
signed and returned the proxy card.
If you have submitted your proxy by
telephone there is no need for you to
mail back your proxy.
800-648-2204
CALL TOLL-FREE TO VOTE
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| CONTROL NUMBER |
| FOR TELEPHONE VOTING |
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DETACH PROXY CARD HERE IF YOU ARE NOT VOTING BY TELEPHONE
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THE YOUNG & RUBICAM INC. BOARD OF DIRECTORS RECOMMENDS A VOTE
"FOR" PROPOSAL 1
1. Proposal to approve and adopt the Amended and Restated Agreement and
Plan of Merger, dated as of May 11, 2000, among WPP Group Plc, Young &
Rubicam Inc., York Merger Corp., a wholly owned subsidiary of WPP, and
York II Merger Corp., a wholly owned subsidiary of York Merger Corp.,
pursuant to which York II 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.
/ / FOR / / AGAINST / / ABSTAIN
2. By returning this proxy card you are conferring upon the proxies the
authority to vote in their descretion upon such other business as may
properly come before the Young & Rubicam Inc. Special Meeting or any
postponements or adjournments thereof.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICE BY MARKING THE APPROPRIATE BOX (SEE
ABOVE), BUT YOU NEED NOT MARK ANY BOX IF YOU WISH TO VOTE IN ACCORDANCE WITH
THE BOARD OF DIRECTORS' RECOMMENDATION. HOWEVER, THE PROXY HOLDERS CANNOT VOTE
YOUR SHARES UNLESS YOU SIGN, DATE AND RETURN THIS CARD.
Change of Address and
Comments Mark Here / /
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.
Please sign exactly as your name appears herein. 18 shares are held jointly,
all holders should sign when signing as an 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
partnership, please sign in partnership name by authorized person,
indicating, where proper, official position or representative capacity.
Dated: __________________________, 2000
_______________________________________
(signature)
_______________________________________
(signature if held jointly)
PLEASE MARK, SIGN, DATE AND MAIL THIS CARD VOTES MUST BE INDICATED
PROMPTLY IN THE POSTAGE PREPAID RETURN /X/ IN BLACK OR BLUE INK. /X/
ENVELOPE PROVIDED
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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 SEPTEMBER 28, 2000.
IF NO INSTRUCTIONS TO THE CONTRARY ARE GIVEN, THIS PROXY WILL BE VOTED "FOR"
APPROVAL AND ADOPTION OF THE MERGER AGREEMENT DESCRIBED ON THE REVERSE SIDE
HEREOF.
The undersigned hereby appoints STEPHANIE W. ABRAMSON, MICHAEL J. DOLAN
and JACQUES TORTOROLI, proxies, with the power of substitution and with the
authority in each to act in the absence of the other, to vote all shares the
undersigned is entitled to vote at the Young & Rubicam Inc. Special Meeting
to be held on September 28, 2000 at 10:00 A.M., New York time, at the Ney
Center for Executive Leadership at the headquarters of Young & Rubicam Inc.
at 285 Madison Avenue, ground floor, New York, New York, and at any
adjournments or postponements thereof, on the matters set forth on the
reverse side hereof.
The undersigned hereby acknowledges receipt of the notice of the special
meeting and the related proxy statement/prospectus.
(Continued and to be dated and signed on reverse side.)
