WPP Group (WPPGY)

United States

Any securities to be issued under the Scheme in the United States have not been and will not be registered under the Securities Act but will be issued in reliance on the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof. For the purpose of qualifying for the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof, WPP will advise the Court that its sanctioning of the Scheme will be relied on by New WPP as an approval of the Scheme following a hearing on its fairness to Scheme Share Owners, at which Court hearing all Scheme Share Owners are entitled to attend in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification has been given to all such share owners.

Securities to be issued in the Scheme in exchange for WPP Securities that were not “restricted securities” should not be treated as “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act and persons who receive securities in the Scheme in exchange for WPP Shares or WPP ADSs that were not restricted securities (other than “affiliates” as described in the paragraph below) may resell them without restriction under the Securities Act. Persons who hold restricted WPP Shares or restricted WPP ADSs will receive New WPP Shares or New WPP ADSs, as the case may be, that will be subject to the same restrictions as applied to their WPP Shares or WPP ADSs.

A person who is entitled to receive securities in the Scheme and who is an affiliate of WPP before implementation of the Scheme may not resell such securities without registration under the Securities Act except pursuant to the applicable resale provisions of Rule 145(d) of the Securities Act or another applicable exemption from registration or in a transaction not subject to registration (including a transaction that satisfies the applicable requirements of Regulation S under the Securities Act). Whether a person is an affiliate of a company for purposes of the Securities Act depends on the circumstances but affiliates can include certain officers, directors and significant shareholders. Persons who believe they may be affiliates of WPP should consult their own legal advisers before any sale of securities received in the Scheme.

WPP files annual reports and submits certain other information and documents to the SEC pursuant to its registration under section 12 of the US Securities Exchange Act of 1934. Once the Scheme becomes effective, New WPP will automatically succeed to WPP’s existing US Securities Exchange Act registration, and will be subject to the reporting requirements thereof.

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The reports and other information filed by WPP with the SEC can be inspected and copied at the public reference facilities maintained by the SEC at the SEC’s Public Reference Room, 100 F Street, NE, Washington, D.C. 20549 and on the SEC’s website at www.sec.gov. Please call the SEC on 1-800-SEC-0330 for further information.

Each of WPP and New WPP is a public limited company incorporated under the laws of England and Wales. Some of their respective directors and officers reside outside of the United States. In addition, a substantial portion of the directly owned assets of such persons, of WPP and New WPP are located outside of the United States. As a result, it may be difficult or impossible for investors to effect service of process within the United States against WPP, New WPP or their respective directors and officers or to enforce against any of them judgments, including those obtained in original actions or in actions to enforce judgments of the U.S. courts, predicated upon the civil liability provisions of the federal securities laws of the United States.

The Scheme will require the approval of WPP Share Owners at the Court Meeting held at the discretion of the Court and the passing by WPP Share Owners of the special resolution relating to the Scheme at the Extraordinary General Meeting both of which have been convened for 26 September 2005 at 3.30 p.m. and 3.45 p.m. respectively and both of which will be held at Allen & Overy LLP, One New Change, London EC4M 9QQ.

Notices of the Court Meeting and the Extraordinary General Meeting are set out in Parts 6 and 7 respectively of this document.

Court Meeting

The Court Meeting has been convened for 26 September 2005 at 3.30 p.m. pursuant to an order of the Court, at which meeting, or at any adjournment thereof, WPP Share Owners will consider and, if thought fit, approve the Scheme.

At the Court Meeting, voting will be by poll and each WPP Share Owner present in person or by proxy will be entitled to one vote for each WPP Share held. The statutory majority required to approve the Scheme at the Court Meeting is a majority in number of the WPP Share Owners present and voting (either in person or by proxy) at the Court Meeting representing three-fourths in value of the WPP Shares held by them.