THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

PART TWO OF THIS DOCUMENT COMPRISES AN EXPLANATORY STATEMENT IN COMPLIANCE WITHSECTION 897 OF THE COMPANIES ACT AND CONTAINS A PROPOSAL WHICH, IF IMPLEMENTED, WILLRESULT IN THE CANCELLATION OF THE LISTING OF AEGIS SHARES ON THE LONDON STOCKEXCHANGE’S MAIN MARKET FOR LISTED SECURITIES.

If you are in any doubt as to the action you should take, you are recommended to seek your own adviceimmediately from your stockbroker, bank manager, solicitor, accountant or other independent financialadviser authorised under the Financial Services and Markets Act 2000 or, if you are outside the UnitedKingdom, from another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all of your Aegis Shares, please send this document together withthe accompanying documents at once to the purchaser or transferee, or to the stockbroker, bank or otheragent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.However, such documents should not be forwarded or transmitted in or into any jurisdiction in which suchact would constitute a violation of the relevant laws of such jurisdiction. If you have sold or transferred onlypart of your holding of Aegis Shares, you should retain those documents and consult the stockbroker, bankor other agent through whom the sale or transfer was effected.

The release, publication or distribution of this document in or into jurisdictions other than the UnitedKingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possessionthis document comes should inform themselves about, and observe, any such restrictions. Failure tocomply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

Recommended Cash Acquisition of

Aegis Group plcby

Dentsu Inc.to be implemented by means of a scheme of arrangement under Part 26 of the Companies Act

You should read the whole of this document, any documents incorporated into it by reference and theaccompanying Forms of Proxy. Your attention is drawn to the letter from the Chairman of Aegis set out inPart One of this document, which contains the unanimous recommendation of the Aegis Directors that youvote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at theGeneral Meeting. A letter from Greenhill and J.P. Morgan Cazenove explaining the Scheme appears inPart Two of this document.

Notices of the Court Meeting and the General Meeting, each of which will be held at The Academy ofMedical Sciences, 41 Portland Place, London W1B 1QH on 16 August 2012, are set out in Parts Nine andTen of this document. The Court Meeting will start at 11.00 a.m. on that date and the General Meeting at11.15 a.m. (or as soon thereafter as the Court Meeting is concluded or adjourned).

The action to be taken in respect of the Meetings is set out in the section of this document entitled “To voteon the Acquisition” and also in paragraph 11 of Part One of this document. Scheme Shareholders will findenclosed with this document a blue Form of Proxy for use at the Court Meeting and a purple Form of Proxyfor use at the General Meeting. Whether or not you intend to attend the Meetings in person please completeand sign both Forms of Proxy accompanying this document in accordance with the instructions printed onthem and return them to Aegis’s registrars, Computershare Investor Services PLC, at The Pavilions,Bridgwater Road, Bristol BS99 6ZY, United Kingdom as soon as possible and, in any event, so as to bereceived at least 48 hours before the time appointed for the relevant Meeting. A pre-paid envelope isprovided for this purpose for use in the United Kingdom only. If the blue Form of Proxy for the CourtMeeting is not lodged by the relevant time, it may be handed to the Chairman of the Court Meeting beforethe start of the Court Meeting. However, in the case of the General Meeting, if the purple Form of Proxy isnot lodged by the relevant time, it will be invalid.

The completion and return of a Form of Proxy will not prevent you from attending either the Court Meetingor the General Meeting (or any adjournment thereof) and voting in person should you so wish and are soentitled.

Greenhill, which is authorised and regulated in the United Kingdom by the Financial Services Authority, isacting exclusively for Aegis and no one else in connection with the Acquisition and other matters referredto in this document and accordingly will not be responsible to anyone other than Aegis for providing theprotections afforded to clients of Greenhill nor for providing advice in relation to the Acquisition, thecontents of this document or any transaction, arrangement or other matter described in this document.

J.P. Morgan Cazenove, which is authorised and regulated in the United Kingdom by the Financial ServicesAuthority, is acting exclusively for Aegis and no one else in connection with the Acquisition and othermatters referred to in this document and accordingly will not be responsible to anyone other than Aegis forproviding the protections afforded to clients of J.P. Morgan Cazenove nor for providing advice in relation tothe Acquisition, the contents of this document or any transaction, arrangement or other matter describedin this document.

Numis, which is authorised and regulated in the United Kingdom by the Financial Services Authority, isacting exclusively for Aegis and no one else in connection with the Acquisition and other matters referredto in this document and accordingly will not be responsible to anyone other than Aegis for providing theprotections afforded to clients of Numis nor for providing advice in relation to the Acquisition, the contentsof this document or any transaction, arrangement or other matter described in this document.

Morgan Stanley is acting exclusively for Dentsu as financial adviser and no one else in connection with theAcquisition and other matters referred to in this document and accordingly will not be responsible toanyone other than Dentsu for providing the protections afforded to clients of Morgan Stanley nor forproviding advice in relation to the Acquisition, the contents of this document or any transaction,arrangement or other matter described in this document.

Date

This document is published on 23 July 2012.

2

IMPORTANT NOTICE

Overseas jurisdictions

The distribution, release or publication of this document in or into jurisdictions other than theUnited Kingdom may be restricted by law and therefore any persons who are subject to the lawsof any jurisdiction other than the United Kingdom should inform themselves about, and observe,any applicable requirements. Any failure to comply with the applicable requirements mayconstitute a violation of the securities laws of such jurisdiction. This document is not intended toand does not constitute, or form part of, any offer to sell or issue or an invitation to purchase orsubscribe for any securities or a solicitation of an offer to buy any securities pursuant to thisdocument or otherwise in any jurisdiction in which such offer or solicitation is unlawful. Thisdocument has been prepared for the purposes of complying with English law, the Code and theListing Rules and the information disclosed may not be the same as that which would have beendisclosed if this document had been prepared in accordance with the laws of jurisdictionsoutside England.

Notice to US investors in Aegis

The Acquisition relates to shares of an English company and is proposed to be made by meansof a scheme of arrangement under the laws of England and Wales. US holders of Aegis Sharesshould note that the Scheme relates to the shares of an English company that is a “foreignprivate issuer” as defined under Rule 3b-4 under the Exchange Act and will be governed byEnglish law. Accordingly, neither the proxy solicitation rules nor the tender offer rules under theExchange Act will apply to the Scheme. Moreover, the Scheme will be subject to the disclosurerequirements and practices applicable in the United Kingdom to schemes of arrangement,which differ from the disclosure requirements of the US proxy solicitation rules and tender offerrules. Financial information included in this document has been prepared in accordance withaccounting standards applicable in the United Kingdom that may not be comparable to financialstatements of US companies.

Aegis is organised under the laws of England and Dentsu is organised under the laws of Japan.Some or all of the officers and directors of Aegis and Dentsu are residents of countries otherthan the United States. It may not be possible to sue Aegis, Dentsu or their respective officersand directors in a non-US court for violations of US securities laws. It may be difficult to compelAegis, Dentsu and their respective affiliates to subject themselves to the jurisdiction andjudgment of a US court.

Statements made in this document

The statements contained in this document are made as at the date of this document, unlesssome other time is specified in relation to them, and service of this document shall not give riseto any implication that there has been no change in the facts set forth in this document sincesuch date. Nothing in this document shall be deemed to be a forecast, projection or estimate ofthe future financial performance of Aegis, the Aegis Group, Dentsu or the Dentsu Group exceptwhere otherwise stated.

Cautionary note regarding forward-looking statements

This document contains statements about Aegis, Aegis Group, Dentsu and Dentsu Group thatare or may be forward-looking statements, including statements about anticipated earningsenhancements, estimated cost savings and other synergies, potential strategic options, plans forand benefits of integration, productivity improvements, estimated future growth and marketposition and all other statements in this document other than statements of historical fact.

3

Forward-looking statements include, without limitation, statements that typically contain wordssuch as ‘will’, ‘may’, ‘should’, ‘continues’, ‘aims’, ‘believes’, ‘expects’, ‘estimates’, ‘intends’,‘anticipates’, ‘projects’, ‘plans’ or similar expressions. By their nature, forward-looking statementsinvolve known or unknown risks and uncertainties because they relate to events and depend oncircumstances that all occur in the future. Actual results may differ materially from thoseexpressed in the forward-looking statements depending on a number of factors, including, butnot limited to, the enactment of legislation or regulation that may impose costs or restrictactivities, the satisfaction of the conditions to the offer, future market conditions, the behaviourof other market participants, an adverse change in the economic climate, a fluctuation in thelevel of clients’ commercial activity, appropriate consultation with employee representativebodies, a loss of key personnel and the extent to which the Aegis and Dentsu businesses aresuccessfully integrated. Many of these risks and uncertainties relate to factors that are beyondthe companies’ abilities to control or estimate precisely, such as future market conditions andthe behaviour of other market participants. The forward-looking statements contained in thisdocument are made as of the date hereof. Neither Aegis nor Dentsu assumes any obligation orintends publicly to update or revise these forward-looking statements, whether as a result offuture events, new information or otherwise except as required pursuant to applicable law.

Dealing disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any classof relevant securities of an offeree company or of any paper offeror (being any offeror other thanan offeror in respect of which it has been announced that its offer is, or is likely to be, solely incash) must make an Opening Position Disclosure following the commencement of the offerperiod and, if later, following the announcement in which any paper offeror is first identified. AnOpening Position Disclosure must contain details of the person’s interests and short positionsin, and rights to subscribe for, any relevant securities of each of (i) the offeror company and(ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a)applies must be made by no later than 3.30 p.m. (London time) on the 10th business dayfollowing the commencement of the offer period and, if appropriate, by no later than 3.30 p.m.(London time) on the 10th business day following the announcement in which any paper offeroris first identified. Relevant persons who deal in the relevant securities of the offeree company orof a paper offeror prior to the deadline for making an Opening Position Disclosure must insteadmake a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes interested in 1 per cent. or moreof any class of relevant securities of the offeree company or of any paper offeror must make aDealing Disclosure if the person deals in any relevant securities of the offeree company or ofany paper offeror. A Dealing Disclosure must contain details of the dealing concerned and ofthe person’s interests and short positions in, and rights to subscribe for, any relevant securitiesof each of (i) the offeree company and (ii) any paper offeror, save to the extent that these detailshave previously been disclosed under Rule 8. A Dealing Disclosure by a person to whomRule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business dayfollowing the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formalor informal, to acquire or control an interest in relevant securities of an offeree company or apaper offeror, they will be deemed to be a single person for the purpose of Rule 8.3. OpeningPosition Disclosures must also be made by the offeree company and by any offeror and DealingDisclosure must also be made by the offeree company, by any offeror and by any persons actingin concert with any of them (see Rules 8.1, 8.2 and 8.4).

4

Details of the offeree and offeror companies in respect of whose relevant securities, OpeningPosition Disclosures and Dealing Disclosures must be made can be found in the DisclosureTable on the Panel’s website at www.thetakeoverpanel.org.uk, including details of the number ofrelevant securities in issue, when the offer period commenced and when any offeror was firstidentified. If you are in any doubt as to whether you are required to make an Opening PositionDisclosure or a Dealing Disclosure, you should consult the Panel’s website above and/or contactthe Panel’s Market Surveillance Unit on +44 (0)20 7638 0129.

Publication of this document

A copy of this document will be made available free of charge (subject to any applicablerestrictions with respect to persons resident in Restricted Jurisdictions) on the Aegis website atwww.aegisplc.com and on Dentsu’s website at www.dentsu.com by no later than noon (Londontime) on the day following the publication of this document.

Availability of hard copies

If you have received this document in electronic form, you may request a hard copy of thisdocument and/or any information incorporated into this document by reference to anothersource by contacting Aegis’s registrar, Computershare Investor Services PLC, at The Pavilions,Bridgwater Road, Bristol, BS99 6ZY or, between 8.30 a.m. and 5.30 p.m., Monday to Friday(except UK public holidays) by calling 0870 889 3174 from within the UK (or +44 870 889 3174if calling from outside the UK), with your full name and the full address to which the hard copymay be sent. Calls to Computershare Investor Services PLC are charged at national rates.Further details will be available from your service provider. You may also request that all futuredocuments, announcements and information to be sent to you in relation to the Acquisitionshould be in hard copy form. Copies of this document and any document or informationincorporated by reference into this document will not be provided unless such a request ismade.

Rounding

Certain figures included in this document have been subjected to rounding adjustments.Accordingly, figures shown for the same category presented in different tables may vary slightlyand figures shown as totals in certain tables may not be an arithmetic aggregation of the figuresthat precede them.

5

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable sets out expected dates for the implementation of the Scheme.

Event Time and/or date

Latest time for lodging Forms of Proxy for the:

(a) Court Meeting (blue form) 11.00 a.m. on 14 August 2012(1)

(b) General Meeting (purple form) 11.15 a.m. on 14 August 2012(2)

Voting Record Time for the Court Meeting andGeneral Meeting 6.00 p.m. on 14 August 2012(3)

Court Meeting 11.00 a.m. on 16 August 2012

General Meeting 11.15 a.m. on 16 August 2012(4)

The following dates are provided by way of indicative guidance only, are subject to change

and will depend, amongst other things, on the date on which antitrust (and other)

Conditions to the Scheme are satisfied or, if capable of waiver, waived and on the date on

which the Court sanctions the Scheme and confirms the associated Reduction of Capital.

Aegis will give adequate notice of all of these dates, when known, by issuing an

announcement through a Regulatory Information Service. Further updates or changes to

other times or dates indicated below shall, at Aegis’s discretion, be notified in the same

way. Please also see note (5) below..

First Court Hearing (to sanction the Scheme) A date expected to be in the fourth quarter of 2012 (“D”)

Last day of dealings in, and for registrations of transfersof and disablement in CREST of, Aegis Shares D+1 2012

Dealings in Aegis Shares suspended 5.00 p.m. on D+1 2012

Scheme Record Time 6.00 p.m. on D+1 2012

Second Court Hearing (to confirm Reduction of Capital) D+2 2012

Effective Date of the Scheme D+2 2012

Cancellation of admission of and dealings in Aegis Shares D+3 2012

Despatch of cheques and crediting of CREST accountsfor cash consideration due under the Scheme within 14 days of the Effective Date

Latest date for Scheme to become effective 28 February 2013(6)

Notes:(1) It is requested that blue Forms of Proxy for the Court Meeting be lodged not later than 48 hours prior to the time

appointed for the Court Meeting. Blue Forms of Proxy not so lodged may be handed to the Chairman of the CourtMeeting before the start of the Court Meeting.

(2) Purple Forms of Proxy for the General Meeting must be lodged not later than 48 hours prior to the time appointedfor the General Meeting. Purple Forms of Proxy not so lodged will be invalid.

(3) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjournedmeeting will be 6.00 p.m. on the day which is two days prior to the date of the adjourned meeting.

6

(4) Or as soon thereafter as the Court Meeting shall have concluded or been adjourned.

(5) These dates are indicative only and will depend, among other things, on the date upon which: (i) the conditions ofthe Scheme are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; (iii) the Courtconfirms the associated Reduction of Capital; and (iv) the Scheme Court Order and the Reduction Court Orderalong with the Statement of Capital are delivered to the Registrar of Companies and, in respect of the ReductionCourt Order and the Statement of Capital, if the Court so orders for the Scheme to become effective, when suchReduction Court Order and Statement of Capital are registered by the Registrar of Companies.

(6) This is the latest date by which the Scheme may become effective unless Aegis and Dentsu agree, and the Paneland the Court permit, a later date.

All references in this document to times are to London time unless otherwise stated.

7

TO VOTE ON THE ACQUISITION

This page should be read in conjunction with the rest of this document, and in particular,paragraph 11 (headed “Action to be taken”) of Part One of this document and the notices of theCourt Meeting and the General Meeting at the end of this document.

Whether or not you plan to attend the Meetings, you should:

1. complete, sign and return the blue Form of Proxy for use at the Court Meeting, oralternatively, submit a proxy by electronic means, so as to be received by no later than11.00 a.m. on 14 August 2012;

AND

2. complete, sign and return the purple Form of Proxy for use at the General Meeting, oralternatively, submit a proxy by electronic means, so as to be received by no later than11.15 a.m. on 14 August 2012.

If the blue Form of Proxy for the Court Meeting is not returned by the above time, it may behanded to the Chairman of the Court Meeting before the start of the Court Meeting and will stillbe valid. However, in the case of the General Meeting, if the purple Form of Proxy is not returnedso as to be received by the time mentioned above it will be invalid.

The completion and return of Forms of Proxy will not prevent you from attending and voting inperson at the Court Meeting and/or General Meeting, or any adjournments thereof, should youwish to do so and should you be so entitled.

IT IS IMPORTANT THAT, FOR THE COURT MEETING, AS MANY VOTES AS POSSIBLE ARECAST SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR ANDREASONABLE REPRESENTATION OF SCHEME SHAREHOLDER OPINION. YOU ARETHEREFORE STRONGLY URGED TO COMPLETE, SIGN AND RETURN YOUR FORMS OFPROXY AS SOON AS POSSIBLE.

Shareholder helpline

If you have any questions about this document, the Court Meeting or the General Meeting, orare in any doubt as to how to complete the Forms of Proxy or to submit your proxieselectronically, please call Computershare Investor Services PLC between 8.30 a.m. and5.30 p.m., Monday to Friday (except UK public holidays) on 0870 889 3174 from within the UK(or +44 870 889 3174 if calling from outside the UK). Calls to Computershare Investor ServicesPLC are charged at national rates. Please note that calls may be monitored or recorded andComputershare Investor Services PLC cannot provide legal, tax or financial advice or advice onthe merits of the Scheme.

8

TABLE OF CONTENTS

Page

PART ONE LETTER FROM THE CHAIRMAN OF AEGIS 10

PART TWO EXPLANATORY STATEMENT 16

PART THREE CONDITIONS TO THE IMPLEMENTATION OF THE SCHEME ANDTHE ACQUISITION 33

PART FOUR THE SCHEME OF ARRANGEMENT 42

PART FIVE FINANCIAL INFORMATION 47

PART SIX AEGIS PROFIT FORECAST 50

PART SEVEN ADDITIONAL INFORMATION ON AEGIS AND DENTSU 55

PART EIGHT DEFINITIONS 80

PART NINE NOTICE OF COURT MEETING 86

PART TEN NOTICE OF GENERAL MEETING 89

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PART ONE

LETTER FROM THE CHAIRMAN OF AEGIS

(Incorporated in England and Wales with registered number 1403668)

Directors: Registered office:

John Napier (Chairman) 10 Triton StreetJerry Buhlmann Regent’s PlaceHarold Mitchell London NW1 3BFNick Priday United KingdomJohn BradySimon LaffinMartin ReadCharles StraussLorraine Trainer

23 July 2012

To the holders of Aegis Shares and, for information only, to holders of options or awards under

the Aegis Share Plans and holders of Aegis Convertible Bonds

Dear Shareholder,

RECOMMENDED CASH ACQUISITION OF AEGIS BY DENTSU

1. Introduction

On 12 July 2012, the boards of Aegis and Dentsu announced that they had reached agreementon the terms of a recommended cash acquisition by Dentsu of the entire issued and to beissued ordinary share capital of Aegis.

I am writing to you today to set out the terms of the Acquisition and to explain why the board isunanimously recommending that Scheme Shareholders vote in favour of the Scheme at theCourt Meeting and the Special Resolution relating to the Scheme to be proposed at the GeneralMeeting, as each of the Aegis Directors who beneficially owns or controls and can procure thevoting of Aegis Shares has irrevocably undertaken to do in respect of his controlled holdings ofAegis Shares and any Aegis Shares he acquires under the Aegis Share Plans.

In order to approve the terms of the Acquisition, Scheme Shareholders will need to vote in favourof the resolutions to be proposed at the Court Meeting and the General Meeting, to be held on16 August 2012. Details of the actions you should take are set out in paragraph 11 of this letter.The recommendation of the Aegis Directors is set out in paragraph 13 of this letter.

2. Summary of the terms of the Acquisition

The Acquisition, which will be made by Dentsu, will be implemented by way of the Scheme,details of which are set out in the Explanatory Statement in Part Two of this document.

1010

Under the terms of the Acquisition, which will be subject to the terms and conditions set out inPart Three, Scheme Shareholders will receive:

for each Aegis Share 240 pence in cash

The terms of the Acquisition value Aegis’s issued and to be issued ordinary share capital atapproximately £3,164 million on the basis of a fully diluted share capital of 1,318,370,802ordinary shares, which represents a premium of approximately:

• 48.0 per cent. over the closing middle market price of 162.2 pence per Aegis Share on11 July 2012, the business day immediately prior to the Announcement Date; and

• 45.0 per cent. over the average closing price per Aegis Share of 165.5 pence in the threemonths prior to the Announcement Date.

The price offered by Dentsu is on the basis that Aegis Shareholders will not receive any furtherdividends.

3. Background to, and reasons for, recommending the Acquisition

Over the last four years your Company has undergone a significant management andperformance transformation. This has included:

• the appointment of a new Chairman, significant restructuring of the Aegis Board andstrengthening of senior management;

• a period of interim management which successfully dealt with the sharp downturn in2009, improved operational performance and significantly strengthened Aegis’s capitalbase; and

• the appointment of a new Chief Executive who has further increased organisationaleffectiveness and achieved above-market levels of organic growth, adding further growthby expansion into geographic markets and new products and services by acquisition,

and, over the four year period, there has been a related significant improvement in Aegis’s shareprice and support from all shareholders.

A further transformation of the Company occurred in October 2011 when we completed the saleof our market research business, Synovate. This allows a full focus on our core business as aspecialised provider of media and digital communications, advertising solutions and informationto major companies. In a complex, competitive and increasingly fragmented media servicesmarket environment, we focus solely on managing complexity and delivering a full range ofmedia and digital services. The success of our approach is evidenced by our continuing marketoutperformance in organic revenue growth and our success in global new business wins, asdemonstrated by the US$6 billion of net new business billings won in the last two years.

The performance of the Company and its continuing success has made us attractive tocompanies with similar global ambitions. After receiving an initial approach from Dentsuregarding a potential acquisition there were a number of subsequent discussions with Dentsuculminating in a proposal of sufficient value to be formally considered by your Board.

The Aegis Directors have had to think carefully about the various options available and therelative balance of interest between shareholders, management and employee stakeholdersand clients. This has involved consideration of Dentsu’s financial strength, similarities of visionand the increased opportunity the combination with Dentsu would provide our employee

11

stakeholders and global clients, given the existing small overlap in the combined footprint of theAegis and Dentsu businesses. The Aegis Directors believe these to be strongly positive.

In considering shareholders, the Aegis Directors, in arriving at their decision to recommend theoffer from Dentsu, have taken into account that the terms of the Acquisition represent anattractive premium to Aegis’s share price immediately prior to the announcement and theaverage share price for the preceding three month period before the date of the Announcement.The Aegis Directors also believe that the price takes appropriate account of the future growthprospects of Aegis on a standalone basis.

In summary, the Aegis Directors believe that the offer price for the Acquisition is at a level whichrecognises the potential of Aegis and provides an opportunity for shareholders to realise valuefor their current holdings in cash. It also brings positive opportunities for growth and a serviceenhancement to employees and clients.

The background to and reasons for the Acquisition are set out in paragraph 4 of Part Two of thisdocument.

4. Aegis Group current trading and prospects

Aegis’s final results, released on 15 March 2012, showed that, in the year to 31 December 2011,Aegis had revenue of £1.135 billion, underlying operating profit of £197.4 million and dilutedearnings per share (pro forma) of 10.7 pence.

On 27 April 2012, Aegis released its Interim Management Statement in respect of the periodfrom 1 January 2012 to 31 March 2012. The following are summarised details of theannouncement:

• the positive momentum demonstrated by Aegis over the course of last year has continuedinto 2012, with total group revenue for the first quarter up +16.3 per cent. on 2011, inconstant currency, and +17.0 per cent. at reported rates. Aegis delivered organic revenuegrowth of +8.1 per cent. in the first quarter, a strong performance particularly against itssector-leading organic revenue growth performance in the same quarter last year.

• Aegis Media delivered organic revenue growth of +8.0 per cent. during the first quarter,driven by continued strong momentum across its network brands. It achieved total netnew business wins of $2.9 billion (2011: $1.6 billion) during the first quarter of the year,$2.5 billion of which results from its contract with General Motors Co.

• Aztec delivered organic revenue growth of +10.0 per cent., supported by another goodperformance from the business in Australia, as it continued its recovery over the last fewquarters.

• Aegis ended the period to 31 March 2012 in a robust financial position, comfortably withinits financial covenants, with significant undrawn capacity under its committed centralfacilities.

• Aegis’s clients’ marketing and advertising expenditure has been resilient in the firstquarter of 2012 and their budgets for the remainder of the year provide for further growth.This is expected to support the continued momentum of Aegis, which has been buildingover the last 18 months.

Since 27 April 2012, Aegis has continued to trade in line with the Aegis Directors’ expectations.

Your attention is drawn to the Profit Forecast given by the Aegis Directors in Part Six.

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5. Management, employees and locations

The Aegis Directors have considered Dentsu’s intentions for Aegis and regard favourablyDentsu’s statements about Aegis’s management, employees and locations (details of which areset out in paragraph 7 of Part Two of this document). The Aegis Directors are of the opinion thatDentsu’s plans provide continuity for the Aegis business and that Aegis will benefit from beingpart of the enlarged Dentsu Group.

6. Interests in shares and irrevocable undertakings

In aggregate, Dentsu has acquired Aegis Shares, interests in Aegis Shares and receivedirrevocable undertakings in relation to a total of 30.5 per cent. of Aegis’s ordinary share capital.

On the date of the Announcement, Dentsu agreed to purchase 175,928,476 Aegis Shares fromthe Bolloré Entities (together, Aegis’s largest shareholder) at a price of 240 pence per AegisShare. The sale and purchase of such Aegis Shares completed on 13 July 2012.

Dentsu has also entered into a conditional agreement with the Bolloré Entities to purchase anadditional 58,642,825 Aegis Shares at a price of 240 pence per share. Such Aegis Shares,together with the Aegis Shares purchased by Dentsu on the date of the Announcement,represent approximately 19.999 per cent. of the existing issued share capital of Aegis in issueon 18 July 2012 (being the last practicable date prior to the date of this document).

Dentsu has received a hard irrevocable undertaking from one of the Bolloré Entities to vote(or procure voting) in favour of the Scheme at the Court Meeting and the Special Resolution tobe proposed at the General Meeting in respect of an additional 75,348,626 Aegis Shares,representing approximately 6.4 per cent. of the existing issued share capital of Aegis in issueon 18 July 2012 (being the last practicable date prior to the date of this document).

Dentsu has also received an irrevocable undertaking from each of the Aegis Directors whobeneficially owns or controls and can procure the voting of Aegis Shares to vote (or procurevoting) in favour of the Scheme at the Court Meeting and the Special Resolution to be proposedat the General Meeting in respect of a total of 47,550,046 Aegis Shares in aggregate,representing approximately 4.1 per cent. of the ordinary share capital of Aegis in issue on18 July 2012 (being the last practicable date prior to the date of this document).

Copies of the irrevocable undertakings and the agreement between Dentsu and the BolloréEntities are on display on Aegis’s website, www.aegisplc.com, and Dentsu’s website,www.dentsu.com, until the end of the Offer Period.

Further details of these irrevocable undertakings and other interests in shares are set out inparagraph 10 of Part Seven of this document.

7. Aegis Share Plans

Further details of how the Scheme will affect participants in the Aegis Share Plans are set outin paragraph 9 of Part Two of this document. Appropriate proposals will be made to participantsin the Aegis Share Plans in due course.

8. Aegis Convertible Bonds

Details in relation to the effect of the Acquisition on holders of Aegis Convertible Bonds can befound in paragraph 10 of Part Two of this document. Appropriate proposals will be made toholders of the Aegis Convertible Bonds separately. It is not intended that such proposals will bemade immediately, but they will be made in advance of the expected completion of theAcquisition.

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9. Overseas shareholders

Overseas shareholders should refer to the sections of this document entitled “Overseasjurisdictions” and “Notice to US investors in Aegis”, which contain important information relevantto such holders.

10. United Kingdom Taxation

Your attention is drawn to paragraph 14 of Part Two of this document headed “United Kingdomtaxation”. Although this document contains certain tax related information, if you are in anydoubt about your own tax position or you are subject to taxation in any jurisdiction other than theUnited Kingdom, you should consult an appropriately qualified independent professionaladviser immediately.

11. Action to be taken

The Scheme and the Acquisition are subject to the satisfaction or (if applicable) waiver of theConditions set out in Part Three of this document. In order to become effective, the Schememust be approved by a majority in number of those Scheme Shareholders present and voting(excluding any Shareholder who is also a member of the Dentsu Group and the Bolloré Entitiesin respect of the Conditional Sale Shares held by them), either in person or by proxy, at the CourtMeeting, representing 75 per cent. or more in value of all Aegis Shares held by such SchemeShareholders and, in addition, a Special Resolution to facilitate the implementation of theScheme must be passed at the General Meeting (which requires a vote in favour by not less than75 per cent. of the votes cast in person or by proxy). Under the Companies Act, the Scheme isalso subject to the approval of the Court at the Court Hearings. If the Scheme becomeseffective, it will be binding on all Scheme Shareholders, including those who did not vote toapprove the Scheme.

Scheme Shareholders will find enclosed with this document:

(A) a blue Form of Proxy for use at the Court Meeting; and

(B) a purple Form of Proxy for use at the General Meeting.

Whether or not you intend to attend the Meetings in person, please complete and sign both theenclosed Forms of Proxy in accordance with the instructions printed thereon and return them toComputershare by post, using the pre-paid envelope provided with this document (for use in theUK only) or otherwise addressed to Computershare Investor Services PLC, The Pavilions,Bridgwater Road, Bristol, BS99 6ZY, United Kingdom as soon as possible and, in any event, soas to be received not later than the deadline set out on the relevant form.

If the blue Form of Proxy relating to the Court Meeting is not lodged by the above time, it maybe handed to the Chairman of the Court Meeting before the start of the Court Meeting. However,in the case of the General Meeting, unless the purple Form of Proxy is returned at least 48 hoursbefore the General Meeting and in accordance with the instructions printed on it, it will beinvalid.

If you hold your shares through CREST, you may also appoint a proxy using CREST by followingthe instructions to the notices set out in Part Nine and Part Ten of this document. In each case,such appointments and instruction, or votes, must be made and received by Computershare(CREST participant ID3RA50) at least 48 hours prior to the Court Meeting or General Meeting,as applicable.

Scheme Shareholders may also appoint a proxy electronically by registering withwww.investorcentre.co.uk/eproxy where they will be asked to provide a control number,shareholder reference number and PIN, details of which can be found on the enclosed Forms

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of Proxy. To be valid, the proxy must be registered electronically no later than 48 hours beforethe Court Meeting or General Meeting as applicable.

The completion and return of a Form of Proxy, or the making of such appointment electronicallyin accordance with the foregoing procedures, will not preclude you from attending and voting inperson at either the Court Meeting or the General Meeting, if you so wish and are so entitled.

It is important that, for the Court Meeting in particular, as many votes as possible are castso that the Court may be satisfied that there is a fair and reasonable representation ofScheme Shareholder opinion. You are therefore strongly urged to complete and returnyour Forms of Proxy, or make such appointment electronically, as soon as possible.

Notices convening the Court Meeting and the General Meeting are set out in Parts Nine and Tenof this document, respectively.

If you have any questions about this document, the Court Meeting, the General Meeting, or arein any doubt as to how to complete the Forms of Proxy or to submit your proxies electronically,please call the Computershare helpline between 8.30 a.m. and 5.30 p.m., Monday to Friday(except UK public holidays) on 0870 889 3174 from within the UK (or on +44 870 889 3174 ifcalling from outside the UK). Calls will be charged at national or international rates as the casemay be. Please note that the helpline cannot provide financial, legal or tax advice or advice onthe merits of the Scheme.

12. Further information

Your attention is drawn to the further information contained in the letter from Greenhill andJ.P. Morgan Cazenove set out in Part Two, Part Three, Part Four and Part Seven of this documentwhich provides further details concerning the Scheme.

You are advised to read the whole of this document and not just rely on the summaryinformation contained in this letter.

13. Recommendation

The Aegis Directors, who have been so advised by Greenhill and J.P. Morgan Cazenove,consider the terms of the Acquisition (including the Scheme) to be fair and reasonable.In providing advice to the Aegis Directors, Greenhill and J.P. Morgan Cazenove have takeninto account the commercial assessments of the Aegis Directors. Each of Greenhill andJ.P. Morgan Cazenove is also providing independent financial advice for the purpose ofRule 3 of the Code to the Aegis Directors.

Accordingly, the Aegis Directors unanimously recommend that Scheme Shareholders votein favour of the Scheme at the Court Meeting and the Special Resolution to be proposedat the General Meeting, as each Aegis Director who beneficially owns or controls and canprocure the voting of Aegis Shares has irrevocably undertaken to do in respect of his owncontrolled holdings of Aegis Shares and any Aegis Shares he acquires under the AegisShare Plans.

Yours faithfully,

John NapierChairman

Aegis Group plc

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PART TWO

EXPLANATORY STATEMENT(In compliance with paragraph 897 of the Companies Act)

Greenhill & Co. International LLPLansdowne House

57 Berkeley SquareLondon W1J 6ER

J.P. Morgan Limited25 Bank Street

London E14 5JP

23 July 2012

To the holders of Aegis Shares and, for information only, to holders of options or awards under

the Aegis Share Plans and holders of Aegis Convertible Bonds

Dear Shareholder,

RECOMMENDED CASH ACQUISITION OF AEGIS BY DENTSU

1. Introduction

On 12 July 2012, the boards of Aegis and Dentsu announced that they had agreed the termsof a recommended cash acquisition by Dentsu of the entire issued and to be issued ordinaryshare capital of Aegis.

The Acquisition values the entire issued and to be issued ordinary share capital of Aegis atapproximately £3,164 million. The Acquisition is to be implemented by way of aCourt-sanctioned scheme of arrangement of Aegis under Part 26 of the Companies Act.

The Aegis Directors, who have been advised by Greenhill and J.P. Morgan Cazenove, considerthe terms of the Acquisition (including the Scheme) to be fair and reasonable. In providing theadvice to the Aegis Directors, Greenhill and J.P. Morgan Cazenove have taken into account thecommercial assessments of the Aegis Directors. We have been authorised by the AegisDirectors to write to you to explain the terms of the Acquisition and the Scheme and to provideyou with other relevant information.

Your attention is drawn to the letter from the Chairman of Aegis set out in Part One of thisdocument, which forms part of this Explanatory Statement. The letter contains, amongother things: (a) the unanimous recommendation by the Aegis Directors to SchemeShareholders to vote in favour of the Scheme at the Court Meeting and the SpecialResolution to be proposed at the General Meeting; and (b) the reasons why the AegisDirectors are unanimously recommending that Scheme Shareholders vote in favour of theAcquisition.

This Explanatory Statement contains a summary of the provisions of the Scheme. The Schemeis set out in full in Part Four of this document. For overseas holders of Aegis Shares, yourattention is drawn to the sections of this document entitled “Overseas jurisdictions” and “Noticeto US investors in Aegis”, which form part of this Explanatory Statement.

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2. Summary of the terms of the Acquisition

2.1 Consideration

The Acquisition is to be effected by way of the Scheme, which will be subject to the termsand conditions set out in Part Three of this document. If the Scheme becomes effective,the Scheme Shares will be cancelled pursuant to the Reduction of Capital and SchemeShareholders on the register of members of Aegis at the Scheme Record Time willreceive:

for each Aegis Share 240 pence in cash

The Acquisition price is offered on the basis that the Aegis Shareholders will not receiveany further dividends. If any dividend were to be declared, the Acquisition price would beadjusted downwards on an equivalent basis.

The Acquisition values Aegis’s entire issued and to be issued ordinary share capital atapproximately £3,164 million on the basis of a fully diluted share capital of 1,318,370,802ordinary shares, and represents a premium of approximately:

• 48.0 per cent. over the closing middle market price of 162.2 pence per Aegis Shareon 11 July 2012, the business day immediately prior to the date of theAnnouncement; and

• 45.0 per cent. over the average closing price per Aegis Share of 165.5 pence in thethree months prior to the date of the Announcement.

2.2 Conditions

The Acquisition and, accordingly, the Scheme are subject to a number of conditions setout in full in Part Three of this document, including the sanction of the Scheme by theCourt. In summary, the implementation of the Scheme is conditional, amongst otherthings, upon:

(i) approval of the Scheme by a majority in number, representing not less than75 per cent. of the voting rights of those Scheme Shareholders (or the relevantclass or classes thereof) present, entitled to vote and voting, either in person or byproxy, at the Court Meeting and at any separate class meeting which may berequired by the Court (or at any adjournment of such meeting);

(ii) the Special Resolution being duly passed by the requisite majority of SchemeShareholders at the General Meeting (or at any adjournment of that meeting);

(iii) the sanction of the Scheme by the Court (with or without modification, but subjectto any modification being on terms acceptable to Dentsu and Aegis) and thedelivery of the Scheme Court Order to the Registrar of Companies;

(iv) the confirmation by the Court of the Reduction of Capital and the delivery of theReduction Court Order and a Statement of Capital to the Registrar of Companiesand, if the Court so orders, the registration of that order;

(v) certain antitrust clearances being obtained; and

(vi) the Conditions which are not otherwise identified above being satisfied or (whereapplicable) waived by Dentsu, which it is intended will occur before the date of theFirst Court Hearing.

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Subject to the sanction of the Scheme by the Court, the Acquisition is expected to occurin the fourth quarter of 2012, following the receipt of necessary antitrust approvals.Unless the Scheme becomes effective by not later than 28 February 2013, or such laterdate as Aegis and Dentsu may agree and the Court may allow, the Scheme will notbecome effective and the Acquisition will not proceed.

2.3 The Scheme

The Acquisition is to be effected by means of the Scheme.

The Scheme is a legal process under the Companies Act, the purpose of which is toenable Dentsu to become the owner of the entire issued and to be issued share capitalof Aegis. In order to achieve this, it is proposed that the Scheme Shares will be cancelledby way of a reduction in the capital of Aegis and the reserve arising from suchcancellation will be used to pay up in full new Aegis Shares to be issued by Aegis toDentsu (or its nominee(s)).

Holders of Scheme Shares whose names appear on the register of Aegis at the SchemeRecord Time, that is 6.00 p.m. on the business day prior to the date of the Second CourtHearing (“Scheme Shareholders”) will receive cash for each Scheme Share held by themon the basis set out in paragraph 2.1 above.

The new Aegis Shares will be issued free from all liens, equitable interests, charges,encumbrances, rights of pre-emption and other rights and interests of any naturewhatsoever and together with all rights attaching to them (if any) including voting rightsand the right to receive and retain in full all dividends and other distributions.

On the Effective Date, share certificates in respect of Scheme Shares will cease to bevalid and each holder of Scheme Shares shall be bound to destroy such sharecertificates. In addition, entitlements to Aegis Shares held within the CREST system willbe cancelled.

2.4 Amendments to Aegis’s articles of association

Aegis Shares issued at or after the Scheme Record Time will not be subject to theScheme.

Accordingly, it is proposed that the articles of association of Aegis be amended to ensurethat any Aegis Shares issued under the Aegis Share Plans, the Aegis Convertible Bondsor otherwise between the Voting Record Time and the Scheme Record Time will besubject to the Scheme. It is also proposed to amend Aegis’s articles of association so thatany Aegis Shares issued to any person other than Dentsu or its nominee(s) (including toany Aegis Convertible Bondholder upon the exercise of conversion rights in accordancewith the terms and conditions of the Aegis Convertible Bonds or to any optionholder orawardholder under the Aegis Share Plans upon the vesting of awards or exercise ofoptions pursuant to the Aegis Share Plans) at or after the Scheme Record Time will beautomatically acquired by Dentsu on the same terms as under the Scheme. This will avoidany person (other than Dentsu or its nominee(s)) being left with Aegis Shares afterdealings in such shares have ceased on the London Stock Exchange (which will occur atthe close of business on the business day before the Effective Date).

Part (C) of the Special Resolution set out in the notice of General Meeting in Part Ten ofthis document seeks the approval of Scheme Shareholders for such amendment.

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2.5 The Meetings

The Scheme will require the approval of Scheme Shareholders at the Court Meeting andat the separate General Meeting, both of which will be held on 16 August 2012. The CourtMeeting is being held with the permission of the Court to seek the approval of SchemeShareholders for the Scheme. The General Meeting is being convened to seek theapproval of Scheme Shareholders to enable the Aegis Directors to implement theScheme and to amend the articles of association of Aegis as described in paragraph 2.4above.

Notices of the Court Meeting and the General Meeting are set out in Parts Nine and Tenrespectively of this document. Entitlement to attend and vote at these meetings and thenumber of votes which may be cast at them will be determined by reference to theregister of members of Aegis at the Voting Record Time.

The Scheme requires the sanction of the Court, which will follow the First Court Hearing.It will also require the associated Reduction of Capital to be confirmed following theSecond Court Hearing. Dentsu has confirmed that it will be represented by counsel at theCourt Hearings and agree to be bound thereby. The Scheme and the Reduction of Capitalwill become effective on the delivery of the relevant Court orders to the Registrar ofCompanies and, if the Court so orders, registration of the Reduction Court Order.

If the Scheme becomes effective, it will be binding on all Aegis Shareholders,irrespective of whether or not they attended or voted at the Court Meeting or theGeneral Meeting.

Any Aegis Shares which Dentsu may acquire prior to the Court Meeting or the GeneralMeeting (and any Aegis Shares which any member of the Dentsu Group (or theirnominees) holds at the date of the Court Meeting or General Meeting) are not SchemeShares and therefore no member of the Dentsu Group (or their nominees) is entitled tovote at the Court Meeting in respect of the Aegis Shares held or acquired by it and willnot exercise the voting rights attaching to these Aegis Shares at the General Meeting.Each such member of the Dentsu Group will undertake to be bound by the Scheme.

(A) Court Meeting

The Court Meeting has been convened for 11.00 a.m. on 16 August 2012 to enablethe Scheme Shareholders who are registered as members of Aegis at the VotingRecord Time to consider and, if thought fit, approve the Scheme. At the CourtMeeting, voting will be by poll and each member present in person or by proxy willbe entitled to one vote for each Scheme Share held at the Voting Record Time. Theapproval required at the Court Meeting is a simple majority in number representing75 per cent. or more in value of the Scheme Shares held by those SchemeShareholders present and voting in person or by proxy.

As referred to above, Dentsu (and any other member of the Dentsu Group holdingAegis Shares) will not be entitled to vote any Aegis Shares held by it at the CourtMeeting. Similarly, the Bolloré Entities will not be entitled to vote any ConditionalSale Shares (as described in paragraph 3.2 of this Part Two) held by them at theCourt Meeting. However, each of the Bolloré Entities has agreed to consent to theCourt to be bound by the Scheme in respect of any Conditional Sale Shares whichit continues to hold at the Scheme Record Time.

It is important that, for the Court Meeting, as many votes as possible are castso that the Court may be satisfied that there is a fair representation of Scheme

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Shareholder opinion. You are therefore strongly urged to complete and returnyour forms of proxy as soon as possible.

(B) General Meeting

In addition, the General Meeting has been convened for the same date (to be heldimmediately after the Court Meeting) to consider and, if thought fit, pass a specialresolution (which requires a vote in favour of not less than 75 per cent. of the votescast in person or by proxy) to:

(i) approve the Scheme;

(ii) amend the articles of association of Aegis in the manner described inparagraph 2.4 of this Part Two; and

(iii) approve the cancellation of the Scheme Shares and subsequent issue ofnew Aegis Shares to Dentsu (or its nominee(s)) in accordance with theScheme.

Voting at the General Meeting will be by poll. All Scheme Shareholders will beentitled to vote at the General Meeting.

2.6 Modifications to the Scheme

The Scheme contains a provision for Dentsu and Aegis jointly to consent on behalf of allconcerned to any modifications, additions or conditions to the Scheme which the Courtmay think fit to approve or impose. The Court would be unlikely to approve of, or impose,any modifications, additions or conditions to the Scheme which might be material to theinterests of Scheme Shareholders unless Scheme Shareholders were informed of anysuch modification, addition or condition. It would be a matter for the Court to decide, inits discretion, whether or not a further meeting of Scheme Shareholders should be held.Similarly, if a modification, addition or condition is put forward which, in the opinion of theAegis Directors, is of such a nature or importance as to require the consent of SchemeShareholders at a further meeting, the Aegis Directors will not take the necessary stepsto make the Scheme Effective unless and until such consent is obtained.

2.7 Alternative means of implementing the Acquisition

Dentsu reserves the right to elect, as it may determine in its absolute discretion (as furtherdescribed in Part B of Part Three of this document) for the Acquisition to be implementedby way of an Offer with (where necessary) the consent of the Panel. In this event, theOffer will be implemented on the same terms, so far as applicable, as those which wouldapply to the Scheme subject to appropriate amendments, including (without limitation) anacceptance condition set at 90 per cent. (or such lesser percentage, being more than50 per cent., as Dentsu may decide and/or the Panel may require). If Dentsu does electto implement the Acquisition by way of an Offer, and if sufficient acceptances of suchOffer are received and/or sufficient Aegis Shares are otherwise acquired, it is the intentionof Dentsu to apply the provisions of sections 979–982 (inclusive) of the Companies Actto acquire compulsorily any outstanding Aegis Shares to which such Acquisition relates.

3. Interests in shares and irrevocable undertakings

In aggregate, Dentsu has acquired Aegis Shares, interests in Aegis Shares and receivedirrevocable undertakings in relation to a total of 30.5 per cent. of Aegis’s ordinary share capital.

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3.1 Acquired Aegis Shares

On 13 July 2012, Dentsu completed the purchase of 175,928,476 Aegis Shares from theBolloré Entities pursuant to the SPA at a price of 240 pence per Aegis Share.

Details of the Aegis Shares purchased from the Bolloré Entities pursuant to the SPA areset out below.

Percentage of

Number of Aegis existing issued

Shares share capital

Nord Sumatra Investissements 16,790,899 1.4%Bolloré Participations 3,313,210 0.3%Financière du Loch 155,824,367 13.3%Total 175,928,476 14.999%

3.2 Conditional acquisition of Aegis Shares

Under the SPA, Dentsu has agreed with the Bolloré Entities to purchase, subject to certainconditions, an additional 58,642,825 Aegis Shares at a price of 240 pence per share (the“Conditional Sale Shares”).

As at the date of this document, the obligations of the Bolloré Entities in relation to thesale of such Conditional Sale Shares remain conditional upon:

(A) the satisfaction or waiver by Dentsu of the Conditions set out in paragraphs 2(a)and 2(d) of Part Three of this document; and

(B) none of the obligations of Financière du Loch under the irrevocable undertakingdescribed below having lapsed,

provided that the obligations of the Bolloré Entities to sell such Conditional Sale Shares toDentsu will lapse (except to the extent otherwise agreed in writing by any of the BolloréEntities on its own behalf or on behalf of one of the other selling Bolloré Entities) if suchconditions have not been satisfied, and completion of the sale of the Conditional SaleShares has not occurred, by 2.00 p.m. (London time) on 15 September 2012 (or on suchlater date as may be agreed by Dentsu and the Bolloré Entities).

Details of the Conditional Sale Shares which the Bolloré Entities have agreed to sell toDentsu, subject to satisfaction of the above conditions, are set out below.

Percentage of

Number of Aegis existing issued

Shares share capital

Nord Sumatra Investissements 10 0.0%Bolloré Participations 10 0.0%Financière du Loch 58,642,805* 5.0%Total 58,642,825 5.0%

* such Aegis Shares are subject to an irrevocable undertaking as set out below until such time as their saleto Dentsu becomes unconditional and is completed.

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3.3 Irrevocable undertakings from Financière du Loch

Dentsu has received a hard irrevocable undertaking from Financière du Loch to vote (orprocure voting) in favour of the Scheme at the Court Meeting and the Special Resolutionto be proposed at the General Meeting in respect of 133,991,431 Aegis Shares,comprising:

(A) until such time as they are sold to Dentsu following satisfaction of the relevant SPAconditions, the Conditional Sale Shares owned by Financière du Loch; and

(B) 75,348,626 further Aegis Shares (the “Balance Shares”).

This irrevocable undertaking (and the related restrictions on divestments of theConditional Sale Shares and the Balance Shares and the acceptance of third party offersin relation to such shares) will not take effect until such date as the Condition set out inparagraph 2(a) of Part Three of this document has been satisfied or waived. However,Financière du Loch has agreed, in the event that it divests, or accepts a third party offerin relation to, the Aegis Shares to which the irrevocable undertaking relates, to pay anamount equal to the loss that Dentsu would have suffered had Financière du Lochundertaken not to take such action. The necessary application in relation to the relevantCondition was filed with the Treasurer of the Commonwealth of Australia prior to the dateof the Announcement.

As referred to in paragraph 2.5(A) above, Financière du Loch will not (with the permissionof Dentsu) vote any Conditional Sale Shares held by it at the Court Meeting and hasinstead agreed to consent to the Court to be bound by the Scheme in respect of anyConditional Sale Shares which it continues to hold at the Scheme Record Time.

As at the date of this document, the irrevocable undertaking given by Financière du Lochwill lapse if:

(A) the Scheme lapses, is withdrawn or does not become effective by the Long StopDate, unless in each case Dentsu has previously or simultaneously announced itsfirm intention to implement the Acquisition by way of a takeover offer at a price perAegis Share of not less than 240 pence (payable in cash as to not less than thatamount per Aegis Share) by way of a takeover offer with an acceptance conditionrequiring acceptances in respect of not more than 90 per cent. of the issuedordinary shares of Aegis and other conditions identical to those set out in theAnnouncement;

(B) in the event that Dentsu elects to implement the Acquisition by way of a takeoveroffer, any such takeover offer lapses or is withdrawn (without having becomeunconditional in all respects);

(C) any of the terms relating to timing of payment, the composition of consideration setout in this document and/or the Long Stop Date is modified without Financière duLoch’s prior written consent other than by increasing the aggregate value of thecash consideration offered per Aegis Share; or

(D) completion of the sale of the Conditional Sale Shares has not occurred by15 September 2012 other than as a result of a breach by Financière du Loch of itsConditional Sale completion obligations under the SPA in circumstances whereDentsu is not in breach of the SPA.

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Details of the Aegis Shares subject to the irrevocable undertaking given by Financière duLoch are set out below.

Percentage of

Number of existing issued

Scheme Shares share capital

Financière du Loch (Balance Shares) 75,348,626 6.4%Financière du Loch (Conditional Sale Shares) 58,642,805** 5.0%

** such Aegis Shares are only subject to the irrevocable undertaking until the sale of the Conditional SaleShares completes.

3.4 Directors’ irrevocable undertakings

Each of the Aegis Directors who beneficially owns or controls and can procure the votingof Aegis Shares has irrevocably undertaken to vote in favour of the Scheme at the CourtMeeting and the Special Resolution to be proposed at the General Meeting in respect oftheir controlled holdings, being Aegis Shares representing, in aggregate, approximately4.1 per cent. of the existing issued share capital of Aegis in issue at 18 July 2012 (beingthe last practicable date prior to the date of this document). The terms of the irrevocableundertakings from each of the Aegis Directors will continue to be binding in the event thata higher competing offer is made for Aegis.

The irrevocable undertakings given by each of the Aegis Directors will not take effect untilsuch date as the Condition set out in paragraph 2(a) of Part A of Part Three of thisdocument has been satisfied or waived. However, each of the Aegis Directors hasundertaken to pay to Dentsu an amount equal to the value of any shares which are thesubject of his or her irrevocable undertakings and which are divested prior to such dateat a price of 240 pence per share. The necessary application in relation to the relevantCondition was filed with the Treasurer of the Commonwealth of Australia prior to the dateof the Announcement.

Details of the irrevocable undertakings given by the Aegis Directors are set out below.

Percentage of

Number of existing issued

Scheme Shares share capital

John Napier 90,909 0.008%Jerry Buhlmann 532,705 0.045%Harold Mitchell 46,812,880 3.991%Nick Priday 19,736 0.002%John Brady 27,272 0.002%Charles Strauss 36,363 0.003%Lorraine Trainer 30,181 0.003%Total 47,550,046 4.054%

4. Background to, and reasons for, the Acquisition

4.1 Introduction

The combination of Dentsu and Aegis will create a truly global communications groupfocused on delivering best-in-class brand, media, digital and marketing services to clientsthrough a fully integrated and scalable platform.

The board and management of Dentsu have evaluated Aegis in detail and after carefulconsideration unanimously support this transformational business combination. Dentsu

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considers the acquisition of Aegis to be a unique opportunity to combine two world-classbusinesses with highly complementary client, geographic and product portfolios.

When making an assessment of the reasons for the Acquisition, the Dentsu Directors havetaken into consideration the following sector trends:

Rapid development in digital technology resulting in media convergence

Rapid technological change and the growing number of new media outlets and platformshave increased the range of skills needed to deliver full service agency offerings and thedemand for these innovative capabilities is increasing. The enlarged group will becapable of delivering an enhanced suite of competencies and expertise to meet theneeds of clients.

Increasing complexity of information and communication

Today’s interconnected communications ecosystem means the media marketplace andmarketing strategies can no longer be segmented into specific information channels ormedia.

This new landscape requires new trading platforms, data skills, constant innovation andscaled global execution capability. The combination of Dentsu and Aegis brings togethera global media platform with long-held commitment to innovation and the specialistcapabilities to become one of the world’s leading media and digital advertising marketingagencies.

Importance of emerging growth markets

The world’s focus is shifting to higher-growth emerging economies including Asia, whichis expected to account for 50 per cent. of the world’s GDP by 2050. The combination ofDentsu and Aegis creates the market leader in the Asia-Pacific region with a portfolio ofstrong businesses across both developed and developing markets.

4.2 Transaction Rationale

The Dentsu Directors believe that a business combination between Dentsu and Aegis willdeliver the following strategic and financial benefits:

Alignment of vision and strategy

Dentsu and Aegis share the same fundamental philosophy which places clients andinnovation at the core of their values. The businesses will be aligned through a uniqueorganisational structure which will be differentiated from the holding company structuresgenerally adopted by traditional advertising agency groups. This alignment will enable thebest practices of both organisations to be used to enhance the external competitivenessof the combined business.

The ability to attract, develop and retain talent within a collaborative and entrepreneurialenvironment is a sustainable competitive advantage. Dentsu and Aegis attach greatimportance to their employees and share a common vision to build a unified group thatwill continue to inspire and reward them.

Complete global coverage & complementary geographic fit

Combining Dentsu’s leading position in Asia with Aegis’s top five position in many Asia-Pacific markets including Australia and China will create the clear market leader in thisregion. Aegis has a strong presence across Europe and increasingly in the US, and is

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rapidly growing its footprint across other emerging markets, including Brazil and Russia.Dentsu’s award-winning capabilities outside Asia have also accelerated in the past twoyears, particularly in the Americas including the U.S., Canada and Brazil. Dentsu believesthat the combined group will be the fastest growing agency network in the US, the world’slargest advertising market.

Enhanced service offerings & digital integration

As a global media and digital communications group, the ability to offer a wider spectrumof niche expertise significantly strengthens the proposition to clients. The real winnersfrom this combination will be the combined group’s clients, who will benefit from anintegrated and specialist media and communications offer on a global scale. This willinclude Dentsu’s and mcgarrybowen’s full range of marketing services, 360i’s full-serviceagency, the additional scale of Carat’s media planning and buying, Vizeum’s marketposition in select local and regional markets, Posterscope’s expertise as a global outdoorspecialist and Isobar’s and iProspect’s respective strength in digital creative originationand performance marketing across many markets.

The demand for digital services and the scope of these services have grown dramatically.Data analytics will increasingly form the core of all marketing activities. The enlargedgroup’s robust digital expertise and focus on continued technological innovation providesa strong platform for the creation of the enhanced digital tools that are increasingly indemand.

Consolidation and expansion of key client account relationships

The trend towards consolidation of agency relationships by clients is expected tocontinue. Advertisers are seeking to achieve enhanced marketing efficiencies andconsistent brand imagery across global markets. The combination of Dentsu and Aegisprovides global marketers with a new, differentiated, best-in-class proposition to achievetheir objectives.

Dentsu and Aegis have over 6,000 and 5,000 clients respectively and, on a combinedbasis, count at least 71 out of the top 100 marketers as clients (Ad Age Top 100 Global

Marketers 2010). These multinational relationships are balanced by a growing local andregional client base, particularly in key faster growth regions. The limited overlap betweenthe two groups’ client bases maximises potential cross-selling opportunities from bothsides.

Financial benefits

The Dentsu Directors believe that there are significant financial benefits that will arise fromthe combination with Aegis. They expect the combination to bring new commercialopportunities globally, both organic and acquisitive, which will provide significant scopefor value creation and growth. The Dentsu Directors also believe that the diversification ofDentsu’s revenue base (by client and geography) offers enhanced stability and flexibilityfor the enlarged group.

5. Information on Dentsu Group

Founded in 1901, Dentsu Inc. is the market-leading ‘full-service’ agency in Japan. Its agencyservices include media buying and planning across traditional, digital media, creativeproduction and sales and marketing services. Dentsu is also continuously developing newcompetencies including sports marketing and other content and entertainment-related services.

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Today, Dentsu is the leader in Japan and Asia with a c.24.2 per cent. domestic market share.Japan represents the second largest advertising market globally valued at JPY5,710 billion(£46.4 billion) and represents c.10 per cent. of worldwide advertising spend. Dentsu has alsobeen the world’s largest single-brand agency for nearly 40 years and ranks fifth in terms of 2011consolidated net revenue.

Dentsu’s international expansion reflects its “client centric” corporate philosophy, while it hasaddressed the marketing needs of its Japanese clients overseas. Recently Dentsu hasintensified its focus on developing an international presence resulting in strong organic growthoutside of Japan, expansion into new territories and a number of acquisitions. Dentsu has atrack record of acquiring agencies which have flourished under Dentsu’s ownership, including360i (US), mcgarrybowen (US), Firstborn (US) and LOV (Brazil). Dentsu’s overseas businesstoday comprises 93 subsidiaries across 28 countries. Dentsu’s overseas group gross profit inthe financial year ended 31 March 2012 (contributing 16 per cent. of Group gross profit in thatyear) nearly doubled from 2006 to JPY53.8 billion. The majority of Dentsu’s overseas business’top 20 clients today are multinationals from outside of Japan.

For the financial year ended 31 March 2012, Dentsu reported group revenue of JPY1,893 billion(£15.4 billion), gross profit of JPY333 billion (£2.7 billion), profit from operations of JPY52 billion(£0.4 billion) and profit before tax of JPY58 billion (£0.5 billion). Dentsu’s total gross profit (underJapanese GAAP, which broadly corresponds to revenue stated under IFRS), of which 14.8 per cent.relates to digital offerings, is derived from: Japan (c.84 per cent.); Americas (c.8 per cent.), China(c.4 per cent.), Western Europe (c.1 per cent.) and others (c.3 per cent.). As of 31 March 2012,Dentsu had total equity of JPY557 billion (£4.5 billion). Dentsu is listed on the Tokyo Stock Exchangewith a market capitalisation of approximately JPY588 billion (£4.8 billion, as of 18 July 2012, beingthe last practicable date prior to the date of this document).

Dentsu Inc. is headquartered in Tokyo, Japan and has over 21,000 employees in 29 countries.

6. Information on Aegis Group

The Aegis Group is made up of two operating businesses, Aegis Media and Aztec.

Through its five network brands – Carat, iProspect, Isobar, Posterscope and Vizeum – AegisMedia offers media and digital services worldwide. Its communications services include digitalcreative execution, media planning and buying, brand tracking, social media activation, webexperiences, mobile applications, digital marketing, SEO strategy, near-field communicationsand marketing analytics.

Aztec operates a scan-data services business that provides computer-based informationservices and core offerings, including data processing and reporting, leading-edge userfriendly software, and training and client service support across the grocery, pharmaceutical,mass merchant, and petrol/convenience channels to consumer packaged goods retailers andmanufacturers.

In the financial year ended 31 December 2011, Aegis had revenue of £1.14 billion, underlyingoperating profit of £0.20 billion and diluted earnings per share (pro forma) of 10.7 pence(Aegis’s revenue as stated under IFRS broadly corresponds to gross profit under JapaneseGAAP). Aegis is a public limited company registered in England and Wales. Aegis is listed onthe Official List of the London Stock Exchange with a market capitalisation of approximately£1.90 billion (as at 11 July 2012, being the last date prior to the Announcement).

Aegis Group plc is headquartered in London, the United Kingdom and has over 12,000employees in 80 countries in five continents.

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7. Management, employees and locations

Dentsu has a long-standing policy of recognising that people are one of its most importantassets and it therefore attaches great importance to the skills, experience and industryknowledge of the existing management and employees of Aegis. Aegis’s management andemployees have driven Aegis’s success to date and Dentsu would anticipate them playing animportant role in the on-going development of the combined business. Dentsu believes that thecombination with Aegis represents a strong, complementary fit which will augment the world-class capabilities of both companies by employing a “best of both” approach in terms ofmanagement, a global footprint and an enhanced client offering. The combination of Dentsuand Aegis will offer employees the benefit of a larger operating platform and a business ofgreater international size and scope.

Dentsu views Aegis’s executive management team as a key strength of the business andintends that this team will continue to lead the Aegis business alongside Dentsu and deliver itsmarket-leading media and digital solutions to clients. Dentsu intends to combine its internationaloperations with Aegis in delivering services to its clients globally. Subject to completion of theAcquisition, Jerry Buhlmann, Aegis’s CEO, has stated his intention to stay in a leadership roleuntil at least the end of 2013 and become a member of the Dentsu Network executivemanagement team. Discussions between Dentsu and Aegis’s executive management in relationto specific roles in the enlarged group and terms of employment will take place upon theScheme becoming effective.

Dentsu has no current intention to change the major locations of Aegis’s or Dentsu’s places ofbusiness or to re-deploy Aegis’s fixed assets and no proposals currently exist to change theconditions of employment of any of Aegis’s employees. Dentsu intends to maintain Aegis’sheadquarters in London. Dentsu confirms that, following the Scheme becoming effective, theexisting contractual and statutory employment rights, including in relation to pensions, of allAegis Group employees will be safeguarded in accordance with statutory and contractualrequirements.

Upon the Scheme becoming effective, an integration team consisting of representatives fromboth Aegis and Dentsu will be established to consider how best to realise the advantages of thecombined businesses’ strategic position and growth opportunities. The integration committeewill work to maximise the revenue synergies from client cross-selling opportunities and to ensurethe smooth integration of our businesses. As with any acquisition, Dentsu expects, upon theScheme becoming effective, to review the business and may identify certain operationalchanges which may impact the Dentsu Group. However, this would be done in full consultationwith Aegis management who will remain fully empowered to manage the business and, giventhe complementary geographic fit of Dentsu and Aegis, we expect any potential impact on thestaffing levels of either business to be limited.

It is intended that, upon the Scheme becoming effective, each of the non-executive directors ofAegis will resign from his office as a director of Aegis.

Dentsu intends to put in place incentivisation arrangements for the management and senioremployees of Aegis following completion of the Acquisition.

8. Financing the Acquisition

Dentsu is providing the cash consideration payable under the Acquisition from its own resourcesand loan facilities arranged with the Bank of Tokyo-Mitsubishi UFJ for these purposes pursuantto the Dentsu Facility Agreement.

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Further details of the Dentsu Facility Agreement are set out in paragraph 7.2 of Part Seven ofthis document.

Morgan Stanley & Co. Limited is satisfied that sufficient resources are available to satisfy in fullthe cash consideration payable to Aegis Shareholders under the terms of the Acquisition.

9. Aegis Share Plans

Aegis’s Remuneration Committee will amend the rules of the PSP, the ISP, the RSP, and the BRSPto ensure that the Scheme will fall within the vesting provisions for schemes of arrangement sothat any outstanding awards under these Aegis Share Plans will, if not already vested, vest inaccordance with the relevant plan rules, as amended, when the Scheme Court Ordersanctioning the Scheme is made. Currently, the rules of the PSP, the ISP, the RSP and the BRSPprovide that the outstanding awards will vest on the date when the Scheme becomes Effective.

Aegis’s Remuneration Committee will also amend the rules of each of the Aegis Share Plans(except in relation to any tax-favoured options granted pursuant to the ESOS) to enable vestedawards and/or exercised options to be satisfied with a cash sum equal to the net value of theseawards and/or options instead of satisfying them with Aegis Shares.

Any Aegis Shares issued under the Aegis Share Plans prior to the Voting Record Time will besubject to the Scheme. Aegis Shares issued under the Aegis Share Plans after that time will, ifScheme Shareholders approve the relevant amendments to the articles of association of Aegisto be proposed at the General Meeting, either be bound by the Scheme or be transferred toDentsu on the same terms as under the Scheme.

Appropriate proposals will be made to participants in the Aegis Share Plans in due course.

10. Aegis Convertible Bonds

The Acquisition will extend to any Aegis Shares unconditionally allotted or issued orunconditionally allotted and fully paid (or credited as fully paid) pursuant to a valid conversionof Aegis Convertible Bonds before the Scheme Record Time. To the extent that such AegisConvertible Bonds are not converted, appropriate proposals will be made in due course toholders of the Aegis Convertible Bonds. The Convertible Bond Offer will give holders of AegisConvertible Bonds the same consideration as they would receive if, after the Scheme becomeseffective, they were to exercise their conversion rights pursuant to the terms of the AegisConvertible Bonds.

The Convertible Bond Offer will be conditional upon the Scheme becoming effective. It is notexpected that the Convertible Bond Offer proposals will be made immediately, but they will bemade in advance of the expected completion of the Acquisition. The document containing thefull terms and conditions of the Convertible Bond Offer will be made available to holders of theAegis Convertible Bonds in due course.

11. The Aegis Directors and the effect of the Scheme on their interests

The names of the Aegis Directors and details of their interests in the share capital of Aegis areset out in paragraph 2 of Part Seven of this document.

In common with the other participants in the Aegis Share Plans, Jerry Buhlmann and Nick Pridaywill be entitled upon the Scheme becoming effective to receive shares under award to the extentallowed under the rules of the relevant share scheme.

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Each of the Aegis Directors who beneficially owns or controls and can procure the voting ofAegis Shares has irrevocably undertaken to vote his Aegis Shares and any Aegis Shares heacquires under the Aegis Share Plans in favour of the Scheme at the Court Meeting and theGeneral Meeting. Further details of these irrevocable undertakings are set out in paragraph 10of Part Seven of this document.

Particulars of the service contracts and letters of appointment of the Aegis Directors are set outin paragraph 5 of Part Seven of this document. No amendments to such service contracts orletters of appointment have been agreed in connection with the Acquisition.

Save as set out above, the effect of the Scheme on the interests of Aegis Directors does notdiffer from its effect on the like interests of any other Scheme Shareholder.

12. De-listing of Aegis Shares and settlement of cash consideration

De-listing of Aegis Shares

The last day of dealings in, and registration of transfers of, Aegis Shares, will be the businessday immediately prior to the Second Court Hearing, following which Aegis Shares will besuspended from the Official List and from the London Stock Exchange’s market for listedsecurities.

It is expected that application will be made to the London Stock Exchange for Aegis Shares tocease to be admitted to trading on its market for listed securities on the Effective Date. Prior tothe Effective Date, it is also intended that application will be made to the UK Listing Authority forthe listing of Aegis Shares on the Official List to be cancelled with effect from the Effective Date.

On the Effective Date, share certificates in respect of Scheme Shares held in certificated formwhich are to be cancelled will cease to be valid documents of title and should be destroyed or,at the request of Aegis, delivered up to Aegis, or to any person appointed by Aegis to receivethe same. On the Effective Date, entitlements to Scheme Shares held within CREST will becancelled.

Settlement

Subject to the Acquisition becoming effective, settlement of the consideration to which anyScheme Shareholder is entitled under the Scheme will be effected in the following manner:

(A) Scheme Shares in uncertificated form (that is, in CREST)

Where, at the Scheme Record Time, a Scheme Shareholder holds Scheme Shares inuncertificated form, the cash consideration to which such Scheme Shareholder is entitledwill be transferred to such person through CREST by Dentsu procuring the creation of anassured payment obligation in favour of the appropriate CREST account through whichthe Scheme Shareholder holds such uncertificated Scheme Shares in respect of the cashconsideration due to him.

As from the Effective Date, each holding of Scheme Shares credited to any stock accountin CREST will be disabled and all Scheme Shares will be removed from CREST in duecourse.

Dentsu reserves the right to pay all, or any part of, the cash consideration referred toabove to all or any Scheme Shareholder(s) who hold Scheme Shares in uncertificatedform in the manner referred to in paragraph (B) below if, for any reason, it wishes to do so.

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(B) Scheme Shares in certificated form

Where, at the Scheme Record Time, a Scheme Shareholder holds Scheme Shares incertificated form, settlement of the cash consideration due under the Scheme in respectof the Scheme Shares will be despatched:

(i) by first class post, by cheque drawn on a branch of a UK clearing bank; or

(ii) by such other method as may be approved by the Panel.

All such cash payments will be made in pounds sterling. Payments made by cheque willbe payable to the Scheme Shareholder(s) concerned. Cheques will be despatched notlater than the fourteenth day following the Effective Date to the person entitled thereto atthe address as appearing in the register of members of Aegis at the Scheme RecordTime or in accordance with any special standing instructions regarding communications.None of Aegis, Dentsu, any nominee(s) of Dentsu or any of their respective agents shallbe responsible for any loss or delay in the transmission of cheques sent in this way, andsuch cheques shall be sent at the risk of the person entitled thereto.

(C) General

All documents and remittances sent to Scheme Shareholders will be sent at their own risk.

On the Effective Date, each certificate representing a holding of Scheme Shares willcease to be a valid document of title and should be destroyed or, at the request of Aegis,delivered up to Aegis, or to any person appointed by Aegis to receive the same. On theEffective Date, entitlements to Scheme Shares held within CREST will be cancelled.

Except with the consent of the Panel, settlement of the consideration to which anyScheme Shareholder is entitled under the Scheme will be implemented in full inaccordance with the terms of the Scheme free of any lien, right of set-off, counterclaimor other analogous right to which Dentsu might otherwise be, or claim to be, entitledagainst such Scheme Shareholder.

13. Acquisition-related agreements

(A) Bid Conduct Agreement

Pursuant to the Bid Conduct Agreement, Aegis and Dentsu have each agreed to(i) co-operate in relation to the obtaining of any and all consents, clearances, permissionsand waivers as may be necessary, and the making of all filings as may be necessary, fromor under the law, regulations or practices applied by any applicable regulatory authorityin connection with the Acquisition, (ii) co-operate in preparing and implementingappropriate proposals in relation to the Aegis Share Plans; and (iii) co-operate in relationto the proposals to be made by Dentsu to holders of Aegis Convertible Bonds. Dentsuhas agreed to use best endeavours to procure that certain antitrust clearances which arerequired for the satisfaction of the Conditions are obtained as soon as reasonablypracticable after the date of the Bid Conduct Agreement with the aim of obtaining suchantitrust clearances on or before 12 November 2012, which includes agreeing to makeany disposals or giving any undertakings or agreeing to any conditions that may berequired by any relevant antitrust authority.

(B) Confidentiality Agreement

Dentsu and Aegis entered into a confidentiality and standstill agreement on 6 June 2012pursuant to which Dentsu has undertaken to keep confidential information relating to

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Aegis and not to disclose it to third parties (other than to permitted disclosees) unlessrequired by law or regulation or permitted pursuant to other limited carve-outs to theobligations of confidentiality. These confidentiality obligations will remain in force until theScheme becomes effective. The standstill provisions ceased to apply upon thepublication of the Announcement.

14. United Kingdom taxation

The comments set out below summarise certain limited aspects of the UK taxation treatment ofScheme Shareholders under the Scheme and do not purport to be a complete analysis of alltax considerations relating to the Scheme. They are based on current UK legislation and what isunderstood to be current HM Revenue and Customs practice, both of which are subject tochange, possibly with retrospective effect.

The comments are intended as a general guide and apply only to Scheme Shareholders whoare resident or (if individuals) ordinarily resident for tax purposes in the UK, who hold SchemeShares as an investment (other than under a personal equity plan or individual savings account)and who are the absolute beneficial owners of their Scheme Shares. These comments do notdeal with certain types of shareholders, such as charities, persons holding or acquiring sharesin the course of trade, persons who have or could be treated for tax purposes as havingacquired their Scheme Shares by reason of their employment, collective investment schemesand insurance companies. Scheme Shareholders who are in any doubt about their taxationposition, or who are resident or otherwise subject to taxation in a jurisdiction outside the UK, areadvised to consult an appropriate independent professional tax adviser immediately.

UK taxation of chargeable gains

The cancellation of Scheme Shares under the Scheme in return for cash should be treated as adisposal of the Scheme Shareholder’s Scheme Shares for UK tax purposes and therefore may,depending on the Scheme Shareholder’s particular circumstances (including the availability ofexemptions, reliefs and/or allowable losses), give rise to a liability to UK taxation on chargeablegains or, alternatively, an allowable capital loss.

Individual Scheme Shareholders

Subject to available exemptions, reliefs and/or allowances, gains arising on a disposal ofScheme Shares by an individual Scheme Shareholder will be taxed at the rate of 18 per cent.except to the extent that the gain, when it is added to the Scheme Shareholder’s other taxableincome and gains in the relevant tax year, exceeds the upper limit of the income tax basic rateband (£34,370 for the 2012/13 tax year), in which case it will be taxed at the rate of 28 per cent.

The capital gains tax annual exemption (£10,600 for 2012/13) may be available to individualScheme Shareholders to offset against chargeable gains realised on the disposal of theirScheme Shares.

Corporate Scheme Shareholders

For Scheme Shareholders within the charge to UK corporation tax (but which do not qualify forthe substantial shareholding exemption in respect of their Scheme Shares), indexationallowance will be available in respect of the full period of ownership of the Scheme Shares toreduce any chargeable gain arising (but not to create or increase any allowable loss) on thecancellation of their Scheme Shares under the Scheme in return for cash.

The substantial shareholding exemption may apply to exempt from corporation tax any gainarising to Scheme Shareholders within the charge to UK corporation tax where a number of

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conditions are satisfied, including that such a Scheme Shareholder has held not less than10 per cent. of the issued share capital of Aegis for a period of at least one year in the two-yearperiod ending immediately prior to the date of disposal.

UK stamp duty and stamp duty reserve tax (“SDRT”)

No UK stamp duty or SDRT will be payable by Scheme Shareholders as a result of the Scheme.

15. Overseas shareholders

This document has been prepared for the purposes of complying with English law, the Codeand the Listing Rules and the information disclosed may not be the same as that which wouldhave been disclosed if this document had been prepared in accordance with the laws ofjurisdictions outside the UK.

It is the responsibility of any person into whose possession this document comes to satisfythemselves as to the full observance of the laws of the relevant jurisdiction in connection withthe Acquisition including the obtaining of any governmental, exchange control or other consentswhich may be required and/or compliance with other necessary formalities which are requiredto be observed and the payment of any issue, transfer or other taxes or levies due in suchjurisdiction.

This document does not constitute an offer to sell or issue or the solicitation of an offerto buy or subscribe for shares in any jurisdiction in which such offer or solicitation isunlawful.

Overseas shareholders should refer to the sections of this document entitled “Overseasjurisdictions” and “Notice to US investors in Aegis”.

16. Action to be taken

Your attention is drawn to paragraph 11 of the letter from the Chairman of Aegis in Part One ofthis document, which explains the actions you should take in relation to the Scheme.

17. Further information

The terms of the Scheme are set out in full in Part Four of this document. Your attention is alsodrawn to the further information in this document which forms part of this ExplanatoryStatement.

Yours faithfully,

for and on behalf of Greenhill & Co. International LLPJames LuptonChairman, Greenhill Europe

for and on behalf of J.P. Morgan LimitedTim WiseChairman, J.P. Morgan Cazenove

PART THREE

CONDITIONS TO THE IMPLEMENTATION OF THESCHEME AND THE ACQUISITION

Part A: Conditions to the Scheme

The Acquisition is conditional upon the Scheme becoming unconditional and effective, subjectto the Code, by not later than 28 February 2013 or such later date (if any) as Dentsu and Aegismay agree and the Panel and the Court may allow.

1. The Scheme will be subject to the following conditions:

1.1 its approval by a majority in number representing not less than 75 per cent. or morein value of the Scheme Shareholders who are on the register of members of Aegisat the Voting Record Time, and who are present and vote, whether in person or byproxy, at the Court Meeting and at any separate class meeting which may berequired (or any adjournment thereof);

1.2 the Special Resolution required to approve and implement the Scheme andapprove the related Reduction of Capital being duly passed by the requisitemajority of Scheme Shareholders at the General Meeting (or any adjournmentthereof); and

1.3 the sanction of the Scheme by the Court (with or without modification but subjectto any modification being on terms acceptable to Aegis and Dentsu) andconfirmation of the Reduction of Capital by the Court (with or without modificationbut subject to any modification being on terms acceptable to Aegis and Dentsu)and (a) the delivery of copies of the Court Order(s) and the Statement of Capitalattached thereto to the Registrar of Companies and (b) if so ordered in order totake effect, the registration of the Court Order effecting the Reduction of Capitaland such Statement of Capital by the Registrar of Companies.

2. Subject as stated in Part B below and to the requirements of the Panel, the Acquisitionwill be conditional upon the following Conditions and, accordingly, the Court Order(s) willnot be delivered to the Registrar of Companies unless such Conditions (as amended ifappropriate) have been satisfied or, where permitted, waived:

Australian foreign investment approval

(a) either one of the following shall have occurred:

(i) the Treasurer of the Commonwealth of Australia ceasing to be empowered underPart II of the Foreign Acquisitions and Takeovers Act 1975 in respect of theAcquisition; or

(ii) Dentsu receiving a notice in writing by or on behalf of the Treasurer of theCommonwealth of Australia that the Commonwealth Government does not objectto that Acquisition;

Canadian merger control

(b) either one or more of the following shall have occurred:

(i) the waiting period under subsection Section 123(1) of the Competition Act(Canada) (the “Competition Act”) shall have expired or been earlier terminated by

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the Commissioner of Competition or her designee (collectively the“Commissioner”) under subsection 123(2) of the Competition Act, or theCommissioner shall have waived the obligation to submit a notification undersubsection 114(1) pursuant to subsection 113) (c) of the Competition Act and(b) the Commissioner shall have advised the parties that the Commissioner doesnot, at that time, intend to make an application for an order under section 92 of theCompetition Act in respect of the Acquisition; or

(ii) the Commissioner shall have issued an advance ruling certificate pursuant tosection 102 of the Competition Act in respect of the Acquisition;

Chinese merger control

(c) in so far as Dentsu has established on reasonable grounds that the Acquisition triggers amandatory filing requirement, a filing having been made to and accepted by the Ministryof Commerce of the People’s Republic of China (“MOFCOM”) pursuant to theAnti-Monopoly Law of the People’s Republic of China (the “Anti-Monopoly Law”) andMOFCOM having cleared the Acquisition or all applicable waiting periods under theAnti-Monopoly Law in respect of the review of the Acquisition having expired;

German merger control

(d) in so far as the Acquisition falls for review by the German Federal Cartel Office (the“Bundeskartellamt”) either one or more of the following shall have occurred:

(i) the Bundeskartellamt notifying the parties within one month of receipt of thecomplete notification that the conditions for a prohibition under Section 36 (1) of theGerman Act Against Restrictions of Competition (“GWB”) are not satisfied; or

(ii) the Bundeskartellamt not informing the parties within one month from the receipt ofthe complete notification that it has opened an in-depth investigation(Hauptprüfverfahren) (Section 40 (1) GWB); or

(iii) the Bundeskartellamt, having entered into in-depth investigations pursuant toSection 40 (1) and (2) GWB, clearing the notified concentration by a formal decision(Verfügung) including a clearance of the Acquisition under Section 40 (3) GWB; or

(iv) the Bundeskartellamt, having entered into in-depth investigations pursuant toSection 40 (1) and (2) GWB, not prohibiting the Acquisition by decision (i) withinfour months of receipt of the complete notification or (ii) if the parties have agreedto an extension of the deadline pursuant to Section 40 (2) (4) No. 1 GWB, until thedate agreed upon by Dentsu and Aegis;

Russian merger control

(e) the Federal Antimonopoly Service of the Russian Federation has cleared the Acquisitionpursuant to the Russian Federal Law No. 135-FZ dated 26 July 2006 “On the Protectionof Competition” (as further amended);

South African merger control

(f) all required filings having been made in terms of the merger control provisions of theSouth African Competition Act 89 of 1998 and the Acquisition having been approved (tothe extent required in terms of the South African Competition Act 89 of 1998) by therelevant South African competition authorities;

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US merger control

(g) all notifications and filings under the United States Hart-Scott-Rodino AntitrustImprovements Act of 1976, as amended, and the regulations promulgated thereunder,having been made in connection with the Acquisition or any aspect of the Acquisition andall applicable waiting periods (including any extensions thereof) having expired or beenearlier terminated;

Notifications, waiting periods and Authorisations

(h) excluding antitrust or merger control or foreign investment clearances in respect of theAcquisition, in relation to which only paragraphs 2(a) to (g) (inclusive) above shall apply,all mandatory notifications, filings or applications having been made in connection withthe Acquisition and all mandatory waiting periods (including any extensions thereof)under any applicable legislation or regulation of any jurisdiction having expired, lapsed orbeen terminated (as appropriate) and all statutory and regulatory obligations in anymaterial jurisdiction having been complied with in each case in respect of the Acquisitionand all Authorisations mandatory in any material jurisdiction for or in respect of theAcquisition and, except pursuant to Chapter 3 of Part 28 of the Companies Act, theacquisition or the proposed acquisition of any shares or other securities in, or control ormanagement of, Aegis or any other member of the Wider Aegis Group by any member ofthe Wider Dentsu Group having been obtained from all appropriate Third Parties and allsuch Authorisations remaining in full force and effect at the time at which the Acquisitionbecomes otherwise wholly unconditional and there being no notice or intimation of anintention to revoke, suspend, restrict, modify or not to renew such Authorisations;

General antitrust and regulatory

(i) no antitrust regulator or Third Party having given notice of a decision to take, institute,implement or threaten any action, proceeding, suit, investigation, enquiry or reference(and in each case, not having withdrawn the same), or having required any action to betaken or otherwise having done anything, or having enacted, made or proposed anystatute, regulation, decision, order or change to published practice (and in each case, nothaving withdrawn the same) and there not continuing to be outstanding any statute,regulation, decision or order which would or might reasonably be expected to make theAcquisition or its implementation, or the control or management of Aegis by Dentsu, void,unenforceable, illegal and/or prohibited under the laws of any relevant jurisdiction;

Certain matters arising as a result of any arrangement, agreement, etc.

(j) except as Disclosed, there being no provision of any arrangement, agreement, lease,licence, franchise, permit or other instrument to which any member of the Wider AegisGroup is a party or by or to which any such member or any of its assets is or may bebound, entitled or be subject or any event or circumstance which, as a consequence ofthe Acquisition or the proposed acquisition by any member of the Wider Dentsu Group ofany shares or other securities (or the equivalent) in Aegis or because of a change inthe control or management of any member of the Wider Aegis Group, would or might bereasonably expected to, in each case to an extent which is material in the context of theWider Aegis Group taken as a whole, result in:

(i) any monies borrowed by, or any other indebtedness, actual or contingent, of, or anygrant available to, any member of the Wider Aegis Group being or becomingrepayable, or capable of being declared repayable, immediately or prior to its ortheir stated maturity date or repayment date, or the ability of any such member to

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borrow monies or incur any indebtedness being withdrawn or inhibited or beingcapable of becoming or being withdrawn or inhibited;

(ii) the creation, save in the ordinary and usual course of business, or enforcement ofany mortgage, charge or other security interest over the whole or any part of thebusiness, property or assets of any member of the Wider Aegis Group or any suchmortgage, charge or other security interest (whenever created, arising or havingarisen) becoming enforceable;

(iii) any such arrangement, agreement, lease, licence, franchise, permit or otherinstrument being terminated or the rights, liabilities, obligations or interests of anymember of the Wider Aegis Group being adversely modified or adversely affectedor any obligation or liability arising or any adverse action being taken or arisingthereunder;

(iv) the rights, liabilities, obligations, interests or business of any member of the WiderAegis Group under any such arrangement, agreement, licence, permit, lease orinstrument or the interests or business of any member of the Wider Aegis Group inor with any other person or body or firm or company (or any arrangement orarrangement relating to any such interests or business) being or becoming capableof being terminated, or adversely modified or affected or any onerous obligation orliability arising or any adverse action being taken thereunder;

(v) any member of the Wider Aegis Group ceasing to be able to carry on businessunder any name under which it presently carries on business;

(vi) the value of, or the financial or trading position of, any member of the Wider AegisGroup being prejudiced or adversely affected; or

(vii) the creation or acceleration of any liability (actual or contingent) by any member ofthe Wider Aegis Group other than trade creditors or other liabilities incurred in theordinary course of business,

and no event having occurred which, under any provision of any arrangement,agreement, licence, permit, franchise, lease or other instrument to which any member ofthe Wider Aegis Group is a party or by or to which any such member or any of its assetsare bound, entitled or subject, would or might be reasonably expected to, in each case toan extent that is material in the context of the Wider Aegis Group, taken as a whole, resultin any of the events or circumstances as are referred to in Conditions (j)(i) to (vii);

Certain events occurring since 31 December 2011

(k) except as Disclosed, no member of the Wider Aegis Group having since 31 December2011:

(i) issued or agreed to issue or authorised or proposed or announced its intention toauthorise or propose the issue, of additional shares of any class, or securities orsecurities convertible into, or exchangeable for, or rights, warrants or options tosubscribe for or acquire, any such shares, securities or convertible securities ortransferred or sold or agreed to transfer or sell or authorised or proposed thetransfer or sale of Aegis Shares out of treasury (except, where relevant, as betweenAegis and wholly owned subsidiaries of Aegis or between the wholly ownedsubsidiaries of Aegis and except for the grant of options or awards under the AegisShare Plans and the issue or transfer out of treasury of Aegis Shares on theexercise of employee share options or vesting of employee share awards in theordinary course under the Aegis Share Plans);

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(ii) recommended, declared, paid or made or proposed to recommend, declare, payor make any bonus, dividend or other distribution (whether payable in cash orotherwise) other than dividends (or other distributions whether payable in cash orotherwise) lawfully paid or made by any wholly owned subsidiary of Aegis to Aegisor any of its wholly owned subsidiaries;

(iii) other than pursuant to the Acquisition (and except for transactions between Aegisand its wholly owned subsidiaries or between the wholly owned subsidiaries ofAegis and transactions in the ordinary course of business) implemented, effected,authorised or proposed or announced its intention to implement, effect, authoriseor propose any merger, demerger, composition, assignment, reconstruction,amalgamation, scheme, commitment or acquisition or disposal of assets or sharesor loan capital (or the equivalent thereof) in any undertaking or undertakings otherthan in the ordinary course of business and in any such case to an extent which ismaterial in the context of the Wider Aegis Group taken as a whole;

(iv) except for transactions between Aegis and its wholly owned subsidiaries orbetween the wholly owned subsidiaries of Aegis and except for transactions in theordinary course of business disposed of, or transferred, mortgaged or created anysecurity interest over any material asset or any right, title or interest in any materialasset or authorised, proposed or announced any intention to do so;

(v) (except for transactions between Aegis and its wholly owned subsidiaries orbetween the wholly owned subsidiaries of Aegis) issued, authorised or proposedor announced an intention to authorise or propose, the issue of or made anychange in or to the terms of any debentures or become subject to any contingentliability or incurred or increased any indebtedness which is material in the contextof the Wider Aegis Group taken as a whole;

(vi) entered into or varied or authorised, proposed or announced its intention to enterinto or vary any material contract, arrangement, agreement, transaction orcommitment (whether in respect of capital expenditure or otherwise) except in theordinary course of business which is of a long term, unusual or onerous nature ormagnitude or which is or which involves or could involve an obligation of a natureor magnitude which is reasonably likely to be materially restrictive on the businessof any member of the Wider Aegis Group which, taken together with any other suchmaterial transaction, arrangement, agreement, contract or commitment, is materialin the context of the Wider Aegis Group taken as a whole;

(vii) entered into or varied the terms of, or made any offer (which remains open foracceptance) to enter into or vary to a material extent the terms of any contract,service agreement, commitment or arrangement with any director or, except forsalary increases, bonuses or variations of terms in the ordinary course, seniorexecutive of any member of the Wider Aegis Group;

(viii) proposed, agreed to provide or modified the terms of any Aegis Share Plan,incentive scheme or other benefit relating to the employment or termination ofemployment of any employee of the Wider Aegis Group which are material in thecontext of the Wider Aegis Group taken as a whole;

(ix) purchased, redeemed or repaid or announced any proposal to purchase, redeemor repay any of its own shares or other securities or reduced or, except in respectof the matters mentioned in sub-paragraph (i) above, made any other change toany part of its share capital;

37

(x) except in the ordinary course of business and/or in respect of claims betweenAegis and any wholly owned subsidiaries of Aegis, waived, compromised or settledany claim which is material in the context of the Wider Aegis Group taken as awhole;

(xi) terminated or varied the terms of any agreement or arrangement between anymember of the Wider Aegis Group and any other person in a manner which wouldor might reasonably be expected to have a material adverse effect on the financialposition of the Wider Aegis Group taken as a whole;

(xii) save as envisaged in accordance with the terms of the Acquisition, the ConvertibleBond Offer or the Scheme (or as disclosed on publicly available registers) madeany material alteration to its memorandum or articles of association or otherincorporation documents;

(xiii) except in relation to changes made or agreed as a result of, or arising from,changes to legislation, made or agreed or consented to any significant change tothe terms of the trust deeds and rules constituting the pension scheme(s)established for its directors, employees or their dependants or to the benefits whichaccrue, or to the pensions which are payable, thereunder, or to the basis on whichqualification for, or accrual or entitlement to, such benefits or pensions arecalculated or determined or to the basis upon which the liabilities (includingpensions) of such pension schemes are funded or made, or agreed or consentedto, to an extent which is in any such case material in the context of the Wider AegisGroup;

(xiv) been unable, or admitted in writing that it is unable, to pay its debts or commencednegotiations with one or more of its creditors with a view to rescheduling orrestructuring any of its indebtedness, or having stopped or suspended(or threatened to stop or suspend) payment of its debts generally or ceased orthreatened to cease carrying on all or a substantial part of its business which ismaterial in the context of the Wider Aegis Group taken as a whole;

(xv) (other than in respect of a member of the Wider Aegis Group which is dormant andwas solvent at the relevant time) taken or proposed any steps, corporate action orhad any legal proceedings instituted or threatened against it in relation to thesuspension of payments, a moratorium of any indebtedness, its winding-up(voluntary or otherwise), dissolution, reorganisation or for the appointment of areceiver, administrator, manager, administrative receiver, trustee or similar officer ofall or any material part of its assets or revenues or any analogous or equivalentsteps or proceedings in any jurisdiction or appointed any analogous person in anyjurisdiction or had any such person appointed;

(xvi) except for transactions between Aegis and its wholly owned subsidiaries orbetween the wholly owned subsidiaries of Aegis, made, authorised, proposed orannounced an intention to propose any change in its loan capital;

(xvii) entered into, implemented or authorised the entry into, any joint venture, asset orprofit sharing arrangement, partnership or merger of business or corporateentities; or

(xviii) entered into any agreement, arrangement, commitment or contract or passed anyresolution or made any offer (which remains open for acceptance) with respect toor announced an intention to, or to propose to, effect any of the transactions,matters or events referred to in this Condition (k);

38

No adverse change, litigation, regulatory enquiry or similar

(l) except as Disclosed, since 31 December 2011:

(i) no adverse change having arisen in the business, assets, financial or tradingposition or profits or operational performance of any member of the Wider AegisGroup which is material in the context of the Wider Aegis Group taken as a whole;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings havingbeen threatened, announced or instituted by or against or remaining outstandingagainst or in respect of, any member of the Wider Aegis Group or to which anymember of the Wider Aegis Group is or may become a party (whether as claimant,defendant or otherwise) having been threatened, announced, instituted orremaining outstanding by, against or in respect of, any member of the Wider AegisGroup, in each case which might reasonably be expected to have a materialadverse effect on the Wider Aegis Group taken as a whole;

(iii) no enquiry, review or investigation by, or complaint or reference to, any Third Partyagainst or in respect of any member of the Wider Aegis Group having beenthreatened, announced or instituted or remaining outstanding by, against or inrespect of any member of the Wider Aegis Group, in each case which mightreasonably be expected to have a material adverse effect on the Wider AegisGroup taken as a whole;

(iv) no contingent or other liability having arisen or increased other than in the ordinarycourse of business which is reasonably likely to affect adversely the business,assets, financial or trading position or profits of any member of the Wider AegisGroup to an extent which is material in the context of the Wider Aegis Group takenas a whole; and

(v) no steps having been taken and no omissions having been made which arereasonably likely to result in the withdrawal, cancellation, termination ormodification of any licence held by any member of the Wider Aegis Group whichis necessary for the proper carrying on of its business and the withdrawal,cancellation, termination or modification of which might reasonably be expected tohave a material adverse effect on the Wider Aegis Group taken as a whole;

No discovery of certain matters regarding information and liabilities

(m) except as Disclosed, Dentsu not having discovered:

(i) that any financial, business or other information concerning the Wider Aegis Grouppublicly announced, or disclosed to any member of the Wider Dentsu Group in thecourse of the formal due diligence process in relation to the Acquisition, by or onbehalf of any member of the Wider Aegis Group prior to the date of theAnnouncement is misleading, contains a material misrepresentation of any fact, oromits to state a fact necessary to make that information not misleading, in any suchcase to an extent which is material in the context of the Wider Aegis Group takenas a whole; or

(ii) that any member of the Wider Aegis Group is, otherwise than in the ordinary courseof business, subject to any liability, contingent or otherwise, which is material in thecontext of the Wider Aegis Group taken as a whole.

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Part B: Certain further terms of the Acquisition

1. Subject to the requirements of the Panel, Dentsu reserves the right to waive, in whole orin part, all or any of the above Conditions 2(a) to (m) (inclusive).

2. If Dentsu is required by the Panel to make an offer for Aegis Shares under the provisionsof Rule 9 of the Code, Dentsu may make such alterations to any of the above Conditionsand terms of the Acquisition as are necessary to comply with the provisions of that Rule.

3. The Acquisition will lapse (unless otherwise agreed with the Panel) if:

(i) in so far as the Acquisition or any matter arising from the Acquisition constitutes aconcentration with a Community dimension within the scope of the EC Regulation,the European Commission initiates proceedings under Article 6(1)(c) of the ECRegulation following referral of the Acquisition to the European Commissionpursuant to Article 4(5) or Article 22 of the EC Regulation; or

(ii) in so far as the Acquisition or any matter arising from the Acquisition does notconstitute a concentration with a Community dimension within the scope of the ECRegulation, the OFT refers the Acquisition or any part of it to the CompetitionCommission,

in each case before the date of the Court Meeting.

4. Without prejudice to the provisions of the Bid Conduct Agreement, Dentsu shall be underno obligation to waive (if capable of waiver), to determine to be or remain satisfied or totreat as fulfilled any of the Conditions by a date earlier than the latest date for the fulfilmentof that Condition notwithstanding that the other Conditions of the Acquisition may at suchearlier date have been waived or fulfilled and that there are at such earlier date nocircumstances indicating that any of such Conditions may not be capable of fulfilment.

5. The Aegis Shares will be acquired by or on behalf of Dentsu pursuant to the Acquisitiontogether with all rights now and hereafter attaching to such shares including the right toreceive in full all dividends and other distributions (if any) declared, paid or made on orafter the date of the Announcement including the right to receive or retain the relevantdistribution. Any exercise by Dentsu of its rights referred to in this paragraph will be thesubject of an announcement and, for the avoidance of doubt, shall not be regarded asconstituting any revision or variation of the Acquisition. If, after the date of theAnnouncement but prior to the Effective Date, any dividend or other distribution isdeclared, paid or made by Aegis (a “relevant distribution”), Dentsu reserves the right(without prejudice to any right of Dentsu, with the consent of the Panel, to invokeCondition 2(k)(ii) above) to reduce the consideration payable under the Acquisition inrespect of an Aegis Share (the “Offer Price”) by the amount of such dividend ordistribution. If such reduction occurs, any reference in the Announcement to the OfferPrice shall be deemed to be a reference to the Offer Price as so reduced and,notwithstanding the terms on which the Aegis Shares are expressed to be acquired byDentsu pursuant to the Acquisition in this Part Three.

6. Dentsu reserves the right to elect, with the consent of the Panel (where necessary), toimplement the Acquisition by way of a takeover offer as it may determine in its absolutediscretion. In such event, the Acquisition will be implemented on substantially the sameterms (subject to appropriate amendments, including (without limitation) an acceptancecondition set at 90 per cent. (or such lesser percentage, being more than 50 per cent., asDentsu may decide) of the shares to which such offer relates) so far as applicable, asthose which would apply to the Scheme (the “General Offer Acceptance Condition”).

40

7. The availability of the Acquisition to persons not resident in the United Kingdom may beaffected by the laws of the relevant jurisdictions. Persons who are not resident in theUnited Kingdom should inform themselves about and observe any applicablerequirements.

8. The Acquisition is not being made, directly or indirectly, in, into or from, or by use of themails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mailor other electronic transmission, telex or telephone) of interstate or foreign commerce of,or of any facility of a national, state or other securities exchange of, any jurisdiction whereto do so would violate the laws of that jurisdiction.

9. Under Rule 13.5 of the Code, Dentsu may not invoke a condition to the Acquisition so asto cause the Acquisition not to proceed, to lapse or to be withdrawn unless thecircumstances which give rise to the right to invoke the condition are of materialsignificance to Dentsu in the context of the Acquisition. The conditions contained inparagraph 1 of Part A and, if applicable, the General Offer Acceptance Conditions setout in this Part B are not subject to this provision of the Code.

10. The Acquisition is governed by the law of England and Wales and is subject to thejurisdiction of the English courts and to the Conditions and further terms set out in thisdocument.

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PART FOUR

THE SCHEME OF ARRANGEMENT

IN THE HIGH COURT OF JUSTICECHANCERY DIVISIONCOMPANIES COURT

No. 5805 of 2012

IN THE MATTER OF AEGIS GROUP PLC

and

IN THE MATTER OF THE COMPANIES ACT 2006

SCHEME OF ARRANGEMENT(under Part 26 of the Companies Act 2006)

between

AEGIS GROUP PLC

and

THE HOLDERS OF THE SCHEME SHARES(as hereinafter defined)

PRELIMINARY

(A) In this Scheme, unless inconsistent with the subject or context, the following expressionsbear the following meanings:

“Aegis” Aegis Group plc, incorporated in England and Wales withregistered number 01403668;

“Aegis Shares” ordinary shares of 5.5 pence each in the capital of Aegis;

“Bolloré Entities” Financière du Loch, Bolloré Participations and NordSumatra Investissements;

“business day” a day (other than a Saturday, Sunday or public or bankholiday) on which clearing banks in London are generallyopen for normal business;

a share or other security which is not in uncertificatedform (that is, not in CREST);

“Code” The City Code on Takeovers and Mergers;

“Companies Act” the Companies Act 2006, as amended;

“Court” the High Court of Justice in England and Wales;

“Court Hearings” the First Court Hearing and the Second Court Hearing;

“certificated form” or “incertificated form”

42

“Court Meeting” the meeting of Scheme Shareholders (and anyadjournment thereof) convened pursuant to an order ofthe Court pursuant to paragraph 896 of the CompaniesAct for the purpose of considering and, if thought fit,approving (with or without modification) this Scheme;

“Court Orders” the Scheme Court Order and the Reduction Court Order;

“CREST” the system for the paperless settlement of trades insecurities and the holding of uncertificated securitiesoperated by Euroclear in accordance with a relevantsystem (as defined in the Regulations) of which Euroclearis the Operator (as defined in the Regulations);

“Dentsu” Dentsu Inc., incorporated in Japan with registered officeat 1-8-1, Higashi-shimbashi, Minato-ku, Tokyo, 105-7001,Japan;

“Dentsu Group” Dentsu and its subsidiaries and subsidiary undertakings;

“Effective Date” the date on which this Scheme becomes effective inaccordance with its terms;

“Euroclear” Euroclear UK & Ireland Limited;

“First Court Hearing” the hearing at which the Scheme Court Order is made;

“holder” a registered holder and includes any person(s) entitledby transmission;

“Reduction Court Order” the order of the Court confirming the Reduction ofCapital;

“Regulations” the Uncertificated Securities Regulations 2001 (SI2001/3755), as amended;

“Scheme” this scheme of arrangement in its present form or with orsubject to any modification, addition or conditionapproved or imposed by the Court;

“Scheme Court Order” the order of the Court sanctioning the Scheme;

“Scheme Record Time” 6.00 p.m. on the business day immediately preceding thedate of the Second Court Hearing (such business dayfalling after the date of the First Court Hearing);

“Scheme Shareholders” holders of Scheme Shares;

“Scheme Shares” the Aegis Shares:

(i) in issue at the date of this document;

(ii) (if any) issued after the date of this document andprior to the Voting Record Time; and

(iii) (if any) issued at or after the Voting Record Timeand prior to the Scheme Record Time in respect ofwhich the original or any subsequent holder thereof

43

shall be bound by this Scheme or shall by suchtime have agreed in writing to be bound by thisScheme,

and remaining in issue at the Scheme Record Time butexcluding any Aegis Shares held or beneficially owned byany member of the Dentsu Group (or their nominees) atthe Scheme Record Time;

“Second Court Hearing” the hearing at which the Reduction Court Order is made;

“Statement of Capital” the statement of capital to be filed in relation to theReduction of Capital;

a share or other security recorded on the relevant registeras being held in uncertificated form in CREST, and title towhich, by virtue of the Regulations, may be transferred bymeans of CREST; and

“Voting Record Time” 6.00 p.m. on the day which is two days prior to the dateof the Court Meeting or, if the Court Meeting isadjourned, 6.00 p.m. on the day which is two days beforethe day of such adjourned meeting.

(B) As at 18 July 2012 (the latest practicable date prior to the date of this Scheme),1,172,968,511 Aegis Shares had been issued and were fully paid up. Aegis has in issue£190,600,000 2.50 per cent. guaranteed convertible bonds due in April 2015. The AegisConvertible Bonds are convertible into Aegis Shares.

(C) As at 18 July (the latest practicable date prior to the date of this Scheme), Dentsu owned175,928,476 Aegis Shares. The Bolloré Entities have agreed to sell to Dentsu an additional58,642,825 Aegis Shares in aggregate (the “Conditional Sale Shares”), subject to thesatisfaction of certain conditions.

(D) Dentsu has agreed to appear by counsel at the hearing to sanction this Scheme and toundertake to the Court to be bound by the provisions of this Scheme and to execute anddo or procure to be executed and done all such documents, acts and things as may benecessary or desirable to be executed or done by it to give effect to this Scheme.

(E) Each of the Bolloré Entities, in respect of any Conditional Sale Shares which it continuesto hold as at the Scheme Record Time, has agreed to appear by counsel at the hearingto sanction this Scheme and to consent to the Court to be bound by the provisions of thisScheme in respect of such Conditional Sale Shares and to execute and do or procure tobe executed and done all such documents, acts and things as may be necessary to beexecuted or done by it to give effect to this Scheme.

1. Cancellation of Scheme Shares

(A) The share capital of Aegis shall be reduced by cancelling and extinguishing the SchemeShares.

(B) Forthwith and contingently upon the Reduction of Capital taking effect, andnotwithstanding any contrary provisions in the articles of association of the Company, thereserve arising in the books of account of the Company as a result of such Reduction ofCapital shall be applied in paying up in full at par such number of new Aegis Shares as

“uncertificated form” or “inuncertificated form”

44

shall be equal to the number of Scheme Shares cancelled as aforesaid which shall beallotted and issued credited as fully paid (and free from liens, charges, encumbrances,rights of pre-emption, rights of set-off and other third party rights of any naturewhatsoever) to Dentsu and/or its nominee(s) in consideration for the sums to be paid byDentsu as set out in clause 2.

2. Consideration for the cancellation of Scheme Shares

In consideration for the cancellation of the Scheme Shares and the creation, allotment, paymentup and issue of the new Aegis Shares to Dentsu and/or its nominee(s) referred to in clause 1 ofthe Scheme, Dentsu shall, subject as hereinafter provided, pay or procure that there shall bepaid to or for the account of each Scheme Shareholder:

for each Scheme Share 240 pence in cash

The Acquisition price is offered on the basis that the Scheme Shareholders will not receive anyfurther dividends. If any dividend were to be declared, the Acquisition price would be adjusteddownwards on an equivalent basis.

3. Share certificates and cancellation of CREST entitlements

(A) With effect from and including the Effective Date, all certificates representing SchemeShares shall cease to have effect as documents of title to the Scheme Shares comprisedtherein and every holder of Scheme Shares shall be bound by the request of Aegis todeliver up the same to Aegis, or, as it may direct, to destroy the same.

(B) With effect from and including the Effective Date, Euroclear shall be instructed to cancelthe entitlements to Scheme Shares of holders of Scheme Shares in uncertificated form.As regards certificated Scheme Shares, appropriate entries will be made in the registerof members of Aegis with effect from the Effective Date to reflect their cancellation.

4. Despatch of consideration

(A) As soon as practicable after the Effective Date, and in any event not more than 14 daysafter the Effective Date, Dentsu shall:

(i) in the case of the Scheme Shares which at the Scheme Record Time are incertificated form, despatch or procure the despatch to the persons entitled thereto,or as they may direct, in accordance with the provisions of sub-clause 4(B),cheques for the sums payable to them respectively in accordance with clause 2;and

(ii) in the case of the Scheme Shares which at the Scheme Record Time are inuncertificated form, ensure that an assured payment obligation is created inrespect of the sums payable in accordance with the CREST assured paymentarrangements provided that Dentsu reserves the right to make payment of the saidconsideration by cheque as aforesaid in sub-clause 4(A)(i) if, for any reason, itwishes to do so.

(B) All deliveries of cheques or certificates required to be made pursuant to this Scheme shallbe effected by sending the same by first class post in pre-paid envelopes addressed tothe persons entitled thereto at their respective registered addresses as appearing in theregister of members of Aegis at the Scheme Record Time and none of Aegis, Dentsu ortheir respective agents or nominees shall be responsible for any loss or delay in the

45

46

transmission of any cheques or certificates sent in accordance with this sub-clause 4(B),which shall be sent at the risk of the person or persons entitled thereto.

(C) All cheques shall be made payable to the person or persons to whom, in accordance withthe foregoing provisions of this clause 4, the envelope containing the same is addressed,and the encashment of any such cheque shall be a complete discharge of Dentsu’sobligation under this Scheme to pay the monies represented thereby.

(D) In respect of payments made through CREST, Dentsu shall ensure that an assuredpayment obligation is created in accordance with the CREST assured paymentarrangements. The creation of such an assured payment obligation shall be a completedischarge of Dentsu’s obligation under this Scheme with reference to the payments madethrough CREST.

(E) The preceding paragraphs of this clause 4 shall take effect subject to any prohibition orcondition imposed by law.

5. Dividend mandates

Each mandate relating to the payment of dividends on any Scheme Shares and otherinstructions given to Aegis by Scheme Shareholders in force at the Scheme Record Time shall,as from the Effective Date, cease to be valid.

6. Operation of this Scheme

(A) This Scheme shall become effective upon copies of the Court Orders (in the case of theReduction Court Order accompanied by the Statement of Capital) being delivered to theRegistrar of Companies in England and Wales for registration and, if the Court so orders,the Reduction Court Order being registered by the Registrar of Companies.

(B) Unless this Scheme has become effective on or before 28 February 2013, or such laterdate, if any, as Aegis and Dentsu may agree and the Court and the Panel may allow, thisScheme shall never become effective.

(C) Aegis and Dentsu may jointly consent on behalf of all persons concerned to anymodification of or addition to this Scheme or to any condition that the Court may approveor impose.

7. Governing Law

This Scheme is governed by English law and any dispute or claim arising out of or in connectionwith this Scheme is subject to the jurisdiction of English courts. The rules of the Code will applyto this Scheme.

Dated 23 July 2012

PART FIVE

FINANCIAL INFORMATION

1. Aegis Group financial information

The following information is incorporated by reference into this document pursuant to Rule 24.15of the Code and is available free of charge on Aegis’s website at www.aegisplc.com. A SchemeShareholder may request a copy of such information in hard copy form (hard copies will not beprovided unless requested). Hard copies may be requested by writing to Aegis’s registrar,Computershare Investor Services PLC, at The Pavilions, Bridgwater Road, Bristol BS99 6ZY or,between 8.30 a.m. and 5.30 p.m., Monday to Friday (except UK public holidays) by calling0870 889 3174 from within the UK (or on +44 870 889 3174 if calling from outside the UK).

• Aegis’s Interim Management Statement for Q1 2012;

• Aegis’s Annual Report 2011; and

• Aegis’s Annual Report 2010.

Aegis’s interim management statement for Q1 2012 as announced on 27 April 2012 contains atrading update for the first quarter of 2012, from 1 January 2012 to 31 March 2012. Aegis’sAnnual Reports listed above contain Aegis’s audited consolidated financial statements for thefinancial years ended 31 December 2011 and 31 December 2010, together with the audit reportin respect of each year. Aegis’s interim results for the six months ended 30 June 2011 asannounced on 25 August 2011 contain Aegis’s unaudited consolidated financial statements forthe six months ended 30 June 2011.

Page number

Information incorporated by reference in reference

into this document Reference document document

For the period 1 January to 31 March 2012

1

For the year ended 31 December 2011

Independent Auditors’ report to the members Aegis’s Annual Report 2011 64

Aegis’s Annual Report 2011 65 to 66

Aegis’s Annual Report 2011 69

Aegis’s Annual Report 2011 67

Aegis’s Annual Report 2011 68

Notes to the consolidated financial statements Aegis’s Annual Report 2011 70 to 117

For the year ended 31 December 2010

Independent Auditors’ report to the members Aegis’s Annual Report 2010 62

Aegis’s Annual Report 2010 63 to 64

Trading update for the first quarter of 2012,from 1 January to 31 March 2012

Aegis’s Interim ManagementStatement

Consolidated income statement for the yearended 31 December 2011

Consolidated statement of changes in equityfor the year ended 31 December 2011

Consolidated balance sheet at 31 December2011

Consolidated cash flow statement for theyear ended 31 December 2011

Consolidated income statements for the yearended 31 December 2010

47

Page number

Information incorporated by reference in reference

into this document Reference document document

For the year ended 31 December 2010

Aegis’s Annual Report 2010 67

Aegis’s Annual Report 2010 65

Aegis’s Annual Report 2010 66

Notes to the consolidated financial statement Aegis’s Annual Report 2010 68 to 110

2. Dentsu Group financial information

The following information is incorporated by reference into this document pursuant to Rule 24.3of the Code and is available free of charge on Dentsu’s website at www.dentsu.com. A SchemeShareholder may request a copy of such information in hard copy form (hard copies will not beprovided unless requested). Hard copies may be requested by writing to Legal Affairs Division,Dentsu Inc. 1-8-1, Higashi-shimbashi, Minato-ku, Tokyo 105-7001, Japan.

• Dentsu’s Consolidated Financial Results for the financial year ended 31 March 2012;

• Dentsu’s Financial Fact Book for the financial year ended 31 March 2012;

• Dentsu’s Annual Report for the financial year ended 31 March 2011; and

• Dentsu’s Annual Report for the financial year ended 31 March 2010.

Dentsu’s Annual Reports, Consolidated Financial Results and the Financial Fact Book listedabove contain Dentsu’s audited consolidated financial statements for the financial years ended31 March 2010, 2011 and 2012, together with the audit report in respect of the financial yearsended 31 March 2010 and 2011.

Page number

Information incorporated by reference in reference

into this document Reference document document

For the financial year ended 31 March 2012

6

5

7

9

11

13

Consolidated cash flow statement for theyear ended 31 December 2010

Consolidated statements of income for thefinancial year ended 31 March 2012

Dentsu’s ConsolidatedFinancial Results 31 March2012

Consolidated statements of income for thefinancial year ended 31 March 2012

Dentsu’s ConsolidatedFinancial Results 31 March2012

Consolidated statements of income for thefinancial year ended 31 March 2012

Dentsu’s ConsolidatedFinancial Results 31 March2012

Consolidated statements of income for thefinancial year ended 31 March 2012

Dentsu’s Financial Fact Book2012

Consolidated balance sheets at 31 March2012

Dentsu’s Financial Fact Book2012

Consolidated balance sheet at 31 December2010

Consolidated statement of changes in equityfor the year ended 31 December 2010

Dentsu’s Financial Fact Book2012

Consolidated statements of cash flows forthe financial year ended 31 March 2012

48

Page number

Information incorporated by reference in reference

into this document Reference document document

For the financial year ended 31 March 2011

Independent Auditors’ report Dentsu’s Annual Report 2011 111

Dentsu’s Annual Report 2011 73

Dentsu’s Annual Report 2011 75

Consolidated balance sheets at 31 March 2011 Dentsu’s Annual Report 2011 71

Dentsu’s Annual Report 2011 76

Notes to consolidated financial statements Dentsu’s Annual Report 2011 77

For the financial year ended 31 March 2010

Independent Auditors’ report Dentsu’s Annual Report 2010 90

Dentsu’s Annual Report 2010 54

Dentsu’s Annual Report 2010 55

Consolidated balance sheets at 31 March 2010 Dentsu’s Annual Report 2010 52

Dentsu’s Annual Report 2010 56

Notes to consolidated financial statements Dentsu’s Annual Report 2010 57

Consolidated statements of changes inequity for the financial year ended 31 March2011

Consolidated statements of cash flows forthe financial year ended 31 March 2011

Consolidated statements of operations forthe financial year ended 31 March 2010

Consolidated statement of changes in equityfor the financial year ended 31 March 2010

Consolidated statements of cash flows forthe financial year ended 31 March 2010

Consolidated statements of income for thefinancial year ended 31 March 2011

49

PART SIX

AEGIS PROFIT FORECAST

1. Profit forecast

On 27 April 2012, Aegis made the following public statement in its Interim ManagementStatement for the period from 1 January 2012 to 31 March 2012:

“Our expectation is to continue to deliver sector-leading organic revenue growth and an

improvement in underlying operating profit, year-on-year.”

This statement constitutes a profit forecast for the year ending 31 December 2012 for thepurposes of the Code.

In this statement, “underlying operating profit” means operating profit stated before those items(“adjusting items”) that the Aegis Directors believe should be separately disclosed to assist inthe understanding of the underlying performance achieved by the Aegis Group. The AegisDirectors believe that underlying results provide additional useful information on underlyingtrends to shareholders. Underlying operating profit is a measurement which has been reportedin Aegis’s interim results and annual consolidated financial statements.

The term “underlying” is not a defined term under IFRS and is not intended to be a substitutefor, or superior to, IFRS measurements of profit. In the opinion of the Aegis Directors, theadjusting items are material by nature or amount and include profits and losses on disposals ofinvestments, amortisation of purchased intangible assets (being amortisation charged onseparately identifiable intangible assets in acquired businesses), and one-off items, such asrestructuring charges, which are material by nature or amount in the opinion of the AegisDirectors, as appropriate.

In order to facilitate compliance with the reporting obligations set out in the Code and theassociated guidance, the Aegis Directors have concluded that the forecast set out above shouldbe replaced with a new forecast (the “Profit Forecast”) as follows:

“Our expectation is to continue to deliver sector-leading organic revenue growth and an

improvement in underlying operating profit in 2012, excluding the expected profit increase

attributable to the 2011 and 2012 acquisitions.”

Aegis will report its actual underlying operating profit in 2012, excluding the profit increaseattributable to the 2011 and 2012 acquisitions, in its audited consolidated financial statementsfor the financial year ending 31 December 2012.

2. Basis of preparation

The Profit Forecast has been prepared on a basis which is consistent with (i) the historicalpresentation by Aegis of “underlying operating profit”; and (ii) the basis which Aegis wouldexpect to apply for the full year ending 31 December 2012 and which was applied in thepreparation of Aegis’s audited consolidated financial statements for the year ended31 December 2011.

The Profit Forecast has been prepared on the basis that the proposed acquisition of Aegis doesnot complete, and has no financial impact on Aegis, before 31 December 2012 and excludesany costs associated with the proposed acquisition of Aegis by Dentsu.

5050

The Aegis Directors have prepared the Profit Forecast based on unaudited managementaccounts for the five month period from 1 January 2012 to 31 May 2012 and on a forecast ofresults for the seven month period ending 31 December 2012.

3. Principal assumptions

The Aegis Directors have prepared the Profit Forecast on the basis of the following assumptions:

3.1 Factors outside the influence or control of the Aegis Directors

• There will be no material change to existing prevailing global, and in particularEuropean, macroeconomic and political conditions during the year ending31 December 2012;

• There will be no material changes in market conditions within the media and digitalcommunications industry over the forecast period to 31 December 2012 in relationto either customer demand or competitive environment;

• The announcement of the proposed acquisition of Aegis by Dentsu will not resultin any material changes to Aegis’s obligations to customers, its ability to negotiatenew business, resolve contract disputes or to the retention of key management;

• The exchange rates in Aegis’s principal markets will remain materially unchangedfrom the prevailing rates;

• There will be no material adverse events that will have a significant impact onAegis’s financial performance; and

• There will be no material change in legislation or regulatory requirements impactingon Aegis’s operations or its accounting policies.

3.2 Factors within the influence or control of the Aegis Directors

• There will be no disposals by the Aegis Group prior to 31 December 2012;

• There will be no material change in Aegis’s existing operational strategy; and

• There will be no material changes in the debt structure of the Aegis Group.

The Aegis Directors, who are solely responsible for the Profit Forecast, have received thefollowing letters from Ernst & Young, Greenhill and J.P. Morgan Cazenove relating to the ProfitForecast.

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Greenhill & Co International LLP J.P. Morgan LimitedLansdowne House 25 Bank Street57 Berkeley Square London E14 5JPLondon W1J 6ER

Authorised and regulated by the Authorised and regulated by theFinancial Services Authority Financial Services Authority

To:

The Board of DirectorsAegis Group plc10 Triton StreetRegent’s PlaceLondon NW1 3BF

23 July 2012

Dear Sirs,

REPORT ON THE PROFIT FORECAST OF AEGIS GROUP PLC (THE “COMPANY”)

We refer to the profit forecast made by the Company that there is an expectation of deliveringsector-leading organic revenue growth and an improvement in underlying operating profit in2012, excluding the expected profit increase attributable to the 2011 and 2012 acquisitions (the“Profit Forecast”). The material bases and assumptions upon which the Profit Forecast hasbeen prepared are set out in paragraphs 1 and 3 of Part Six of the scheme document issuedby the Company dated 23 July 2012.

We have discussed the Profit Forecast and the bases and assumptions on which it is made withyou as directors of Aegis and with Ernst & Young LLP (“Ernst & Young”), the Company’sreporting accountants. We have also discussed the accounting policies and bases ofcalculation for the Profit Forecast with you and with Ernst & Young. We have also considered theletter dated the same date as above from Ernst & Young addressed to you and to us on thesematters. We have relied upon the accuracy and completeness of all the financial and otherinformation discussed with us and have assumed such accuracy and completeness for thepurposes of providing this letter. You have confirmed to us that all information relevant to theProfit Forecast has been disclosed to us.

On the basis of the foregoing, we consider that the Profit Forecast, for which you, as directorsof the Company are solely responsible, has been made with due care and consideration.

This letter is provided to you solely in connection with Rule 28.3(b) and Rule 28.4 of the CityCode on Takeovers and Mergers and for no other purpose. No person other than the directorsof the Company can rely on the contents of this letter and we accept no responsibility and, tothe fullest extent permitted by law, we exclude all liability to any other person other than to you,in your capacity as the directors of the Company, in respect of this letter or the work undertakenin connection with this letter.

Yours faithfully,

Greenhill & Co International LLP J.P. Morgan Cazenove

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The DirectorsAegis Group plc10 Triton StreetRegent’s PlaceLondon NW1 3BF

Greenhill & Co. International LLPLansdowne House57 Berkeley SquareLondon W1J 6ER

J.P. Morgan Limited25 Bank StreetLondon E14 5JP

23 July 2012

Dear Sirs,

We report on the profit forecast comprising a forecast of underlying operating profit of AegisGroup plc (the “Company”) and its subsidiaries (together the “Group”) for the year ending31 December 2012 (the “Profit Forecast”). The Profit Forecast, and the material assumptionsupon which it is based, are set out in paragraphs 1 and 3 of Part Six of the scheme document(the “Scheme Document”) issued by the Company dated 23 July 2012. This report is requiredby Rule 28.3(b) of The City Code on Takeovers and Mergers (the “Code”) and is given for thepurpose of complying with that rule and for no other purpose.

Accordingly we assume no responsibility in respect of this report to Dentsu or any personconnected to, or acting in concert with, Dentsu or to any other person who is seeking or may infuture seek to acquire control of the Company (an “Alternative Offeror”) or to any other personconnected to, or acting in concert with, an Alternative Offeror.

Responsibilities

It is the responsibility of the directors of the Company (the “Directors”) to prepare the ProfitForecast in accordance with the requirements of the Code.

It is our responsibility to form an opinion as required by the Code as to the proper compilationof the Profit Forecast and to report that opinion to you.

Basis of preparation of the Profit Forecast

The Profit Forecast has been prepared on the basis stated in paragraph 2 of Part Six of theScheme Document and is based on the unaudited management accounts for the five monthperiod from 1 January 2012 to 31 May 2012 and on a forecast of results for the seven monthperiod ending 31 December 2012. The Profit Forecast is required to be presented on a basisconsistent with the accounting policies of the Group.

Basis of opinion

We conducted our work in accordance with Standards for Investment Reporting issued by theAuditing Practices Board in the United Kingdom. Our work included evaluating the basis onwhich the historical financial information included in the Profit Forecast has been prepared andconsidering whether the Profit Forecast has been accurately computed based upon the

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54

disclosed assumptions and the accounting policies of the Group. Whilst the assumptions uponwhich the Profit Forecast are based are solely the responsibility of the Directors, we consideredwhether anything came to our attention to indicate that any of the assumptions adopted by theDirectors which, in our opinion, are necessary for a proper understanding of the Profit Forecasthave not been disclosed or if any material assumption made by the Directors appears to us tobe unrealistic.

We planned and performed our work so as to obtain the information and explanations weconsidered necessary in order to provide us with reasonable assurance that the Profit Forecasthas been properly compiled on the basis stated.

Since the Profit Forecast and the assumptions on which it is based relate to the future and maytherefore be affected by unforeseen events, we can express no opinion as to whether the actualresults reported will correspond to those shown in the Profit Forecast and differences may bematerial.

Our work has not been carried out in accordance with auditing or other standards and practicesgenerally accepted in jurisdictions outside the United Kingdom, including the United States ofAmerica, and accordingly should not be relied upon as if it had been carried out in accordancewith those standards and practices.

Opinion

In our opinion, the Profit Forecast has been properly compiled on the basis of the assumptionsmade by the Directors and the basis of accounting used is consistent with the accountingpolicies of the Group.

Yours faithfully

Ernst & Young LLP

PART SEVEN

ADDITIONAL INFORMATION ON AEGIS AND DENTSU

1. Responsibility

1.1 The Aegis Directors, whose names are set out in paragraph 2.1 below, acceptresponsibility for the information contained in this document other than the information forwhich responsibility is taken by others pursuant to paragraph 1.2 of this Part Seven. To thebest of the knowledge and belief of the Aegis Directors (who have taken all reasonablecare to ensure that such is the case) the information contained in this document for whichthey accept responsibility is in accordance with the facts and does not omit anything likelyto affect the import of such information.

1.2 The Dentsu Directors, whose names are set out in paragraph 2.2 below, acceptresponsibility for the information contained in this document relating to the Dentsu Group,the Dentsu Directors and their respective immediate families and the related trusts of andpersons connected with the Dentsu Directors, and persons deemed to be acting inconcert with Dentsu (as such term is defined in the Code). To the best of the knowledgeand belief of the Dentsu Directors (who have taken all reasonable care to ensure thatsuch is the case) the information contained in this document for which they acceptresponsibility is in accordance with the facts and does not omit anything likely to affectthe import of such information.

2. Directors

2.1 The Aegis Directors and their respective positions are:

John Napier Non-Executive ChairmanJerry Buhlmann Chief Executive OfficerHarold Mitchell Executive Chairman, Aegis Media Pacific

(Australia and New Zealand)Nick Priday Chief Financial OfficerJohn Brady Non-Executive DirectorSimon Laffin Non-Executive DirectorMartin Read Non-Executive DirectorCharles Strauss Non-Executive DirectorLorraine Trainer Non-Executive Director

The business address of each of the Aegis Directors is 10 Triton Street, Regent’s Place,London NW1 3BF. The company secretary of Aegis is Andrew Moberly.

2.2 The Dentsu Directors and their respective positions are:

Tatsuyoshi Takashima ChairmanTadashi Ishii President & Chief Executive OfficerShoichi Nakamoto Director/Executive Vice PresidentTomoki Utsumi Director/Senior Vice PresidentAkira Sugimoto Director/Senior Vice PresidentKaoru Shimura Director/Senior Vice PresidentYuzuru Kato Director/Senior Vice PresidentRyuhei Akiyama Director/Senior Vice PresidentKunihiro Matsushima Director/Executive OfficerSatoshi Ishikawa Non-Executive DirectorMasahiro Nakata Non-Executive Director

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The business address of each of the Dentsu Directors is 1-8-1, Higashi-shimbashi,Minato-ku, Tokyo 105-7001, Japan.

Dentsu is a company incorporated in Japan with its registered office at 1-8-1,Higashi-shimbashi, Minato-ku, Tokyo 105-7001, Japan.

3. Interests in Aegis Shares

3.1 For the purposes of this paragraph 3 and paragraph 4:

(A) “acting in concert” has the meaning given to it in the Code;

(B) “arrangement” includes indemnity or option arrangements, and any agreement orunderstanding, formal or informal, of whatever nature, relating to securities whichmay be an inducement to deal or refrain from dealing;

(C) “dealing” has the meaning given to it in the Code;

(D) “derivative” has the meaning given to it in the Code;

(E) “disclosure period” means the period beginning on 12 July 2011 and ending on18 July 2012 (being the latest practicable date prior to the publication of thisdocument);

(F) “interest” or “interests” in relevant securities shall have the meaning given to it in theCode and references to interests of Dentsu Directors or interests of Aegis Directorsin relevant securities shall include all interests of any other person whose interestsin shares the Dentsu Directors or, as the case may be, the Aegis Directors, aretaken to be interested in pursuant to Part 22 of the Companies Act;

(G) “offer period” means the offer period (as defined by the Code) which commencedon 12 July 2012;

(H) “relevant Dentsu securities” means relevant securities (such term having themeaning given to it in the Code in relation to an offeror) of Dentsu including equityshare capital in Dentsu (or derivatives referenced thereto) and securitiesconvertible into, rights to subscribe for and options (including traded options) inrespect thereof; and

(I) “relevant Aegis securities” means relevant securities (such term having themeaning given to it in the Code in relation to an offeree) of Aegis including equityshare capital of Aegis (or derivatives referenced thereto) and securities convertibleinto, rights to subscribe for and options (including traded options) in respectthereof.

3.2 As at 18 July 2012 (the latest practicable date prior to the publication of this document),Dentsu held the following interests in, or rights to subscribe in respect of, relevant Aegissecurities:

Number of Aegis Shares Nature of Interest

175,928,476 Relevant securities owner and/or controlled58,642,825 Conditional acquisition*

*Further details of the conditional acquisition are set out in paragraph 10.2 of this Part Seven.

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3.3 As at 18 July 2012 (the latest practicable date prior to the publication of this document),the Aegis Directors held the following interests (including the interests of “connectedpersons” of the directors (as defined in the Disclosure and Transparency Rules)) in, orrights to subscribe in respect of, relevant Aegis securities:

Issued Share Capital

Percentage of

Number of existing issued

Name Aegis Shares share capital

John Napier 90,909 0.008Jerry Buhlmann 532,705 0.045Harold Mitchell 41,598,988 3.546Nick Priday 19,736 0.002John Brady 27,272 0.002Simon Laffin 9,090 0.001Martin Read 13,636 0.001Charles Strauss 36,363 0.003Lorraine Trainer 30,181 0.003

Share Options

Date of Number of Exercise Exercise

Name Grant Aegis Shares price (p) period

2003 Executive Share

Option Scheme

Jerry Buhlmann 31.03.05 300,000 101.75p

20.03.06 293,154 134.00p

23.03.07 271,646 147.50p

Share Awards1

Number of

Date of Aegis Performance

Name grant Shares period

2003 Performance Share Plan (PSP)

Jerry Buhlmann 28.05.10 1,918,159

08.04.11 800,712

16.03.12 835,654

31.03.08–30.03.15

20.03.09–19.03.16

23.03.10–22.03.17

01.01.10 to31.12.12

01.01.11 to31.12.13

01.01.12 to31.12.14

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1 As at 18 July 2012, the Aegis Group Employee Share Trust held 20,744,551 ordinary shares, approximately 1.77per cent. of the existing issued share capital of Aegis. Jerry Buhlmann and Nick Priday are deemed to have aninterest in the shares held by the Aegis Group Employee Share Trust as potential beneficiaries under the trust.

Number of

Date of Aegis Performance

Name grant Shares period

2003 Performance Share Plan (PSP)

Nick Priday 28.05.10 511,509

08.04.11 320,285

16.03.12 417,827

2005 Incentive Share Plan (ISP)

Nick Priday 29.08.09 250,000

4. Interests and dealings

4.1 Save as disclosed in paragraph 3 above, as at 18 July 2012 (the latest practicable dateprior to the publication of this document),

(A) no member of the Dentsu Group had any interest in, right to subscribe in respectof, any short position under a derivative in relation to, or had any delivery obligationor any right to require another person to take delivery of any relevant Aegissecurities nor has any member of the Dentsu Group dealt for value in any relevantAegis securities during the disclosure period;

(B) none of the Dentsu Directors had any interest in, right to subscribe in respect of,any short position under a derivative in relation to, or had any delivery obligation orany right to require another person to take delivery of any relevant Aegis securities,nor has any such person dealt for value in any relevant Aegis securities or duringthe disclosure period;

(C) no person deemed to be acting in concert with Dentsu had any interest in, right tosubscribe in respect of, or any short position under a derivative in relation to, or hadany delivery obligation or any right to require another person to take delivery of anyrelevant Aegis securities, nor has any such person dealt for value in any relevantAegis securities during the disclosure period;

(D) no person who has an arrangement with Dentsu had any interest in, right tosubscribe in respect of, or any short position under a derivative in relation to, or hadany delivery obligation or any right to require another person to take delivery of anyrelevant Aegis securities, nor has any such person dealt for value in any relevantAegis securities during the disclosure period; and

(E) neither Dentsu, nor any person acting in concert with Dentsu, has borrowed or lentany relevant Aegis securities, save for any borrowed shares which have been eitheron-lent or sold.

4.2 Save as disclosed in paragraph 3 above as at 18 July 2012 (the latest practicable dateprior to the publication of this document),

01.01.12 to31.12.14

01.01.09 to31.12.11

01.01.11 to31.12.13

01.01.10 to31.12.12

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(A) no member of the Aegis Group had any interest in, right to subscribe in respect ofor any short position in relation to any relevant Dentsu securities nor has any suchperson dealt for value in any relevant Aegis securities or relevant Dentsu securitiesduring the offer period;

(B) none of the Aegis Directors had any interest in, right to subscribe in respect of, orany short position under a derivative in relation to, or had any delivery obligation orany right to require another person to take delivery of any relevant Aegis securitiesor relevant Dentsu securities nor has any such person dealt for value in any relevantAegis securities or any relevant Dentsu securities during the offer period;

(C) no person deemed to be acting in concert with Aegis had any interest in, right tosubscribe in respect of, any short position under a derivative in relation to, or hadany delivery obligation or any right to require another person to take delivery of anyrelevant Aegis securities, nor has any such person dealt for value in any relevantAegis securities during the offer period;

(D) no person who has an arrangement with Aegis had any interest in, right tosubscribe in respect of, any short position under a derivative in relation to, or hadany delivery obligation or any right to require another person to take delivery of anyrelevant Aegis securities, nor has any such person dealt for value in any relevantAegis securities during the offer period; and

(E) neither Aegis, nor any person acting in concert with Aegis has borrowed or lent anyrelevant Aegis securities, save for any borrowed shares which have been eitheron-lent or sold.

4.3 Save as disclosed herein, no persons have given any irrevocable or other commitment tovote in favour of the Scheme or the resolutions to be proposed at the General Meeting.

4.4 Save as disclosed herein, none of (i) Dentsu or any person acting in concert with Dentsu;or (ii) Aegis or any person acting in concert with Aegis has any arrangement in relation torelevant securities.

4.5 No agreement, arrangement or understanding (including any compensationarrangement) exists between Dentsu or any person acting in concert with it and any ofthe Aegis Directors or the recent directors, shareholders or recent shareholders of Aegishaving any connection with or dependence upon or which is conditional upon theAcquisition.

4.6 There is no agreement, arrangement or understanding whereby the beneficial ownershipof any Aegis Shares to be acquired by Dentsu pursuant to the Scheme will be transferredto any other person.

4.7 No relevant securities of Aegis have been redeemed or purchased by Aegis during thedisclosure period.

5. Directors’ service contracts and emoluments

5.1 There are no existing or proposed service contracts between any director and anymember of the Aegis Group except for the contracts and letters of appointment, detailsof which are included below.

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Executive Directors

It is Aegis’s policy for all executive directors to have rolling service contracts which canbe terminated by either party giving the required period of notice as set out in the tablebelow. The only exception is Harold Mitchell, whose appointment is for a two year termexpiring on 17 November 2012.

Current 2011

Notice Notice annual Annual

period period base cash 2011

Date of (from (from salary bonus Benefits

Director contract company) director) £’000 £’0002 £’000

20.04.10 12 months 6 months 800 600 52

Nick Priday 01.09.09 12 months 6 months 385 300 23

15.03.11 6 months 6 months 53 0 0

Further Information

The executive Aegis Directors (other than Harold Mitchell) are provided with an annualcash bonus opportunity to incentivise and reward performance against financial growthtargets, which may result in a payment of a maximum of 150 per cent. of annual salary.The executive Aegis Directors (other than Harold Mitchell) participate in the 2003Performance Share Plan under which the Remuneration Committee has discretion toapprove an award up to a maximum of 300 per cent. of annual salary. Nick Priday holdsawards under the 2005 Performance Restricted Stock Plan granted before hisappointment as a director. The executive Aegis Directors (other than Harold Mitchell) alsoreceive additional benefits which mainly comprise company car benefits or relatedallowances, pension arrangements, private health insurance, permanent health insuranceand life assurance. Company contributions of 26 per cent. and 25 per cent. of basesalary are made in respect of Jerry Buhlmann and Nick Priday respectively to a grouppersonal pension plan. These contributions are paid to the individual as a cash payment,in full in the case of Jerry Buhlmann and to the extent that the amount exceeds£50,000 per annum in the case of Nick Priday.

There are no agreements in existence between the executive Aegis Directors and Aegisor any of its subsidiaries which provide for any payments of benefits upon termination oftheir service contracts other than accrued benefits as at the date of termination andpayments in respect of notice periods.

Non-Executive Directors

Non-executive Aegis Directors are appointed under letters of engagement for an initialterm of three years. Renewal of appointments for a further term of three years is notautomatic. John Napier’s current term expires in June 2014 and all other non-executivedirectors’ terms expire at Aegis’s 2013 Annual General Meeting. Appointments may beterminated in accordance with the articles of association and/or in some cases by theindividual or Aegis giving one month’s notice. The fees of the non-executive directors areapproved at a board meeting at which the non-executive directors do not vote. Fees arebased on time commitment and responsibility.

JerryBuhlmann

HaroldMitchell

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2 The annual cash bonus is stated in respect of 2011 and the achievement of key performance targets for that year.

John Napier’s annual fee as Chairman is £300,000. Neither he nor any of the othernon-executive directors participates in an incentive scheme or receives a bonus orpension contribution. Apart from John Napier, whose benefits are shown below,non-executive directors do not receive benefits from Aegis. Contract dates and currentannual fees are shown below.

Current 2011

Contract annual Benefits

Name date fee £’000 £’000

John Napier 30.06.08 300 173

John Brady 10.07.09 45 0Simon Laffin 10.07.09 554 0Martin Read 10.07.09 45 0Charles Strauss 11.10.06 55 0Lorraine Trainer 05.06.08 55 0

5.2 Save as set out in this document, the effect of the Scheme on the interests of the AegisDirectors does not differ from its effect on the like interests of any other holder of SchemeShares.

5.3 Cover is provided to each Aegis Director under a qualifying third party indemnityinsurance policy.

6. Market quotations

6.1 The following table shows the closing middle market prices for Aegis Shares as derivedfrom the Official List for the first dealing day of each month from July 2011 to June 2012inclusive, for 11 July 2012, (being the last business day prior to the date on which theAcquisition was announced) and for 18 July 2012 (being the last practicable date prior tothe publication of this document):

Date Aegis Share price (p)

1 July 2011 161.21 August 2011 153.91 September 2011 134.63 October 2011 123.85

1 November 2011 135.41 December 2011 136.0 3 January 2012 143.51 February 2012 159.91 March 2012 175.02 April 2012 187.41 May 2012 178.21 June 2012 155.911 July 2012 162.218 July 2012 235.6

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3 John Napier’s benefits comprise an accommodation allowance of £33,000 p.a. (gross) and private healthinsurance.

4 Paid to Simon Laffin Business Services Limited.5 On 24 October 2011, the Aegis Group undertook a 10 for 11 consolidation of ordinary shares. On that date, the

ordinary shares changed from ordinary shares of 5p to ordinary shares of 5.5p.

7. Material contracts

7.1 Aegis Group material contracts

The following material contracts, not being contracts entered into in the ordinary courseof business, have been entered into by members of the Aegis Group in the period of twoyears immediately preceding the date of this scheme document:

(A) Disposal and acquisition agreements

Acquisition of Roundarch

On 22 February 2012, an Aegis subsidiary, Portman Square Acquisition Co.,entered into a stock purchase agreement to acquire the holding company ofRoundarch Inc. (“Roundarch”) from G&J Acquisitions Inc., owned by Geoff Cubitt,Jeff Maling and other shareholder employees. Geoff Cubitt and Jeff Maling co-leadthe new US entity of Roundarch Isobar, with Darryl Gehly, President of Isobar NorthAmerica.

The acquisition was for an initial consideration of US$125 million with provision forearn-out payments. The maximum aggregate consideration is US$360 millionsubject to certain performance criteria. The agreement makes provision for fivepossible earn-out payments based on the company reaching certain annual profittargets over each calendar year over the period 2012 to 2016.

Completion of the acquisition of Roundarch was contingent upon termination of themandatory antitrust review period by the US Department of Justice and US FederalTrade Commission under the Hart-Scott-Rodino Act, as well as the satisfaction ofother customary closing conditions, including but not limited to obtaining certainconsents and approvals from third parties.

The agreement contains standard non-compete and non-solicitation provisions.

Acquisition of Ad O’clock

On 8 November 2011, Aegis entered into a sale and purchase agreement toacquire Ad O’clock LLC (“Ad O’clock”), a Russian full-service media agencybased in Moscow, from Julia Orlova, Vladimir Philippov, Denis Papst, VladimirChernyshov and Tatiana Trifonova. Ad O’clock has a strong core of locally basedclients that include a number of leading state-owned companies such as Gazpromand the Russian state pension fund and international clients including Polishpharmaceutical company Polpharma and French retailer Castorama. As at31 December 2010, Ad O’clock had gross assets of €3 million.

The consideration for the acquisition included an initial consideration of €5,000,000(which was to be re-calculated following the finalisation of the 2011 Accounts), atop up consideration of €25,000,000 and deferred consideration based onachieving certain annual profit targets from 2012 to 2015, paid in four yearlytranches. The total consideration for the sale was up to a maximum aggregateamount of €65 million. 99.99 per cent. of the consideration was paid by AegisAfrica and 0.01 per cent. by Aegis Holding. At closing, 65 million roubles wasdeclared as dividends by the company and paid to the vendors.

The agreement contains standard non-compete and non-solicitation provisions.

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Acquisition of Master Ad

On 25 August 2011, an Aegis subsidiary, Aegis Media (Central Europe & Africa)Gmbh, announced that it had signed an agreement to acquire 100 per cent. of theshare capital of the holding company of Master Ad LLC (“Master Ad”), afull-service out-of-home agency based in Moscow, Russia, from Chart FinanceLimited.

The consideration for the acquisition included an initial upfront payment of€15 million. The agreement included an earn-out provision based on achievingcertain annual profit targets from 2011 to 2014. If Master Ad significantlyoutperforms the forecast market growth, total consideration could reach themaximum amount payable of €100 million. All consideration payments are to besatisfied in cash.

The acquisition was contingent on receiving FAS approval from the competitionauthority in Russia.

The agreement contains standard non-compete and non-solicitation provisions.

Disposal of Synovate

On 26 July 2011, Aegis entered into a share purchase agreement for the sale of theSynovate Group, its market research business, excluding Aztec, the scan dataservices business, to Ipsos S.A. The sale received approval from the ordinaryshareholders of Aegis on 16 August 2011.

The total consideration for the sale of Synovate was £525 million, calculated on acash and debt free basis and on the basis of there being a minimum level ofworking capital in the Synovate Group. The consideration was therefore subject toa customary adjustment for the levels of cash, debt and working capital in theSynovate Group at the date of completion of the sale.

The sale was subject to a number of conditions including receipt of the approvalof the sale by shareholders and all waiting periods and approvals requiredpursuant to applicable EU, German, US, Russian and Turkish anti trust laws havingexpired or being obtained. A number of covenants were also entered into, includingcarrying on the Synovate Group’s business in the ordinary and usual course and torefrain from taking certain actions in respect of its operations. Aegis also enteredinto non-compete undertakings and employee non-solicit undertakings oncustomary terms.

Aegis gave a number of customary warranties relating to, among other things, title,capacity, authority and solvency matters, together with additional warranties ascustomary for a transaction of this nature. The warranties relating to title, capacity,authority, solvency and business licences were repeated at completion. Aegis alsogranted the purchaser indemnities in respect of certain specific matters, includingfor any losses associated with the extraction of the Aztec business prior tocompletion.

Upon completion, Aegis entered into arrangements under which it undertook, ineffect, to indemnify the purchaser against any tax liabilities of the Synovate Groupthat are referable to events occurring or profits arising prior to completion andwhich are therefore properly for Aegis’s account.

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Acquisition of MediaVest (Manchester) Limited

On 8 July 2011, Carat Media Limited (“Carat Media”) entered into a sale andpurchase agreement pursuant to which Carat Media acquired the entire issuedshare capital of MediaVest (Manchester) Limited (“MediaVest”), a UK based mediaplanning and buying agency, from Andrew Jeal, David Lucas and employeeminority shareholders (the “SPA”). Carat Media is owned 75 per cent. by AegisMedia Limited (the “Guarantor”) and 25 per cent. by the vendors (who were issuedshares in Carat Media at completion (the “Option Shares”)). Carat Media’sobligations under the SPA are guaranteed by the Guarantor.

An initial amount of £26,949,500 was paid by Carat Media in cash to the vendorson completion (of which £10,000,000 remains subject to adjustment based oncompletion accounts). Deferred consideration may also be payable by Carat Mediabased on the value of certain items in the completion accounts, including(i) customer levies and prompt payment discount arrangements; and(ii) advertising services received from media suppliers but not yet invoiced. Thereis also an earnout mechanism which would result in further consideration (to besatisfied by the issue of loan notes) being payable based on profits over the period2011 to 2014.

The vendors and the Guarantor are also entitled to exercise certain put and callarrangements in respect of the Option Shares from January 2016 to December2017 enabling or requiring (as the case may be) the Guarantor to purchase theOption Shares. The aggregate maximum purchase price for the share capital ofMediaVest and the Option Shares is capped at £95,000,000.

A shareholders’ agreement was also entered into on 8 July 2011 in respect of CaratMedia (the “Shareholders’ Agreement”). The Shareholders’ Agreement containsprovisions which are normal for a transaction of this nature, including (i) that theboard of directors has a minimum of two directors, with at least one directorappointed by Aegis and the other being one of Andrew Jeal or David Lucas; and(ii) a list of matters which require the consent in writing of David Lucas and AndrewJeal on behalf of the minority shareholders. The Shareholders’ Agreement alsocontains (a) restrictive covenants entered into by the vendors; (b) a waiver ofdividends by the vendors; (c) a statement that the day-to-day management shall beundertaken by the existing management of MediaVest; and (d) a media valuesharing arrangement in relation to the sharing of commissions above standardagency rates and/or media value from media owners.

Mitchell Communication acquisition agreement

On 29 July 2010, Aegis entered into a merger implementation agreement with theMitchell Communication Group Limited (the “Mitchell Group”), Australia’s largestmarketing communications group, pursuant to which Aegis agreed to acquire theentire share capital of the Mitchell Group (the “Acquisition Agreement”).Completion of the acquisition was subject to a number of conditions and theacquisition was implemented on 17 November 2010 by means of a scheme ofarrangement.

The aggregate purchase price payable by Aegis pursuant to the AcquisitionAgreement was approximately AU$363 million (based on the cash consideration ofAU$1.20 per Mitchell Group share and including options and performance rights).

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Mitchell Group shareholders were able to elect to receive the consideration for theirshares wholly in cash, wholly in shares of Aegis or a combination of both.

Each of Aegis and the Mitchell Group gave representations and warranties whichare normal for a transaction of this nature, including representations and warrantiesin respect of the information provided to an independent expert engaged inconnection with the scheme of arrangement and compliance with disclosureobligations.

(B) Financing arrangements

£450 million Multicurrency Revolving Credit Facility Agreement (the “RCF”)

On 26 July 2010, Aegis and several of its subsidiaries entered into the RCF(as borrowers and as guarantors) with a syndicate of lenders and The Royal Bankof Scotland plc as agent (the “Agent”). Pursuant to the RCF, as amended, thoselenders have made a multicurrency revolving credit facility of up to £450,000,000available to the Aegis Group for its general corporate purposes (including therepayment of existing indebtedness) and for financing acquisitions permitted bythe RCF. The RCF may be drawn subject to the satisfaction of a number ofcustomary conditions precedent. It is due to mature on 26 July 2015.

The RCF may be cancelled or voluntarily prepaid in whole or in part by the borrowergiving notice. A change in ownership of Aegis which would, or has, resulted in anysingle person or a group of persons acting in concert, acquiring more than50 per cent. of the nominal value of its share capital, gives rise to a mandatoryprepayment event. Prior to or on the occurrence of such event, a notification mustbe made to the Agent. For 30 days after such notification, Aegis and the Agent(acting on the instruction of two thirds of the syndicate by value of commitments)will enter into discussions with a view to ascertaining whether the RCF should beprepaid and cancelled. On the expiry of this period, if no agreement is reachedbetween the parties all amounts outstanding under the RCF must be prepaid within10 days and all commitments under the RCF will be cancelled. From the date ofnotification to the Agent until, either, the date of prepayment and cancellation or thedate the parties agree the RCF will not be prepaid or cancelled (as the case maybe), the RCF will not be available for new drawings (however existing loans may berolled over during such period, subject to the other terms of the RCF).

The rate of interest payable on drawn amounts is LIBOR or EURIBOR (asapplicable) for the relevant period, plus a margin (which is adjusted according tothe gearing ratio of the Aegis Group) plus mandatory costs (if any).Notwithstanding that, on the occurrence of an Event of Default or a failure toprovide to the Agent either: (i) a compliance certificate (setting out, among otherthings, calculations of the financial covenants); or (ii) specified financialinformation, the margin will be fixed at 2.25 per cent. until the breach is remediedor waived.

The RCF contains customary representations and covenants for a facility of thistype. The general undertakings applicable to the business of the group includeinformation covenants, restrictions on subsidiary borrowings, a negative pledge,restrictions on change of business, restrictions on acquisitions and disposals, ineach case, subject to permitted exceptions and carve outs, and financialcovenants.

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The Event of Default provisions in the RCF are on customary commercial terms fora facility of this nature and include non-payment, misrepresentation, breach ofother obligations, cross default (triggered at a £20,000,000 threshold), materialadverse change and insolvency related matters (in each case subject to de minimis

thresholds and cure rights where appropriate).

Aegis Group Capital (Jersey) Limited £190,600,000 guaranteed convertible bonds

due 2015

Pursuant to a Trust Deed dated 20 April 2010, Aegis Group Capital (Jersey) Limited(the “Issuer”) issued £190,600,000 convertible bonds due 20 April 2015. Theproceeds of the issue of the Aegis Convertible Bonds were made available to theAegis Group for its general corporate purposes.

The Aegis Convertible Bonds are guaranteed by Aegis Group plc and areconvertible into ordinary shares in the capital of Aegis Group plc at a conversionprice which is subject to customary adjustments. The Aegis Convertible Bonds areunsecured and bear interest at a fixed rate of 2.50 per cent.

Holders of the Aegis Convertible Bonds may exercise their rights to convert theAegis Convertible Bonds into ordinary shares in the capital of Aegis Group plc atany time (subject to the provisions of the conversion period of the AegisConvertible Bonds), including on the occurrence of a change of control of AegisGroup plc. On a change of control, either the Issuer or Aegis Group plc must notifythe trustee and the bondholders within 14 calendar days of its occurrence.

On a change of control of Aegis Group plc the terms of the Aegis ConvertibleBonds provide the holders thereof with two options:

(1) they may elect to exercise their conversion right; or

(2) they may require the Issuer to redeem any Aegis Convertible Bond held bysuch holders at its principal amount, together with accrued and unpaidinterest to (but excluding) the date of redemption.

Under option (1), for a period of 60 days following a change of control of AegisGroup plc (or if later, 60 days from the date notice of such change of control isgiven to bondholders), the conversion price will be adjusted downwards inaccordance with a formula set out in the Aegis Convertible Bonds.

Under option (2), the bondholders can elect to redeem their Aegis ConvertibleBonds during the change of control period (i.e. from 60 days from the occurrenceof, or if later, notification to the bondholders of, the change of control). The AegisConvertible Bonds that a bondholder has elected to redeem will then be redeemedon the change of control put date (i.e. the 14th London business day after theexpiry of the change of control period).

The Issuer may, on giving the appropriate notice, redeem all the Aegis ConvertibleBonds on the occurrence of certain events, including redemption for tax reasons,or if 85 per cent. or more of the principal amount of the Aegis Convertible Bondsare already redeemed or converted.

The Event of Default provisions in the Aegis Convertible Bonds are on customarycommercial terms and include non-payment, failure to deliver shares, breach ofother obligations of the Aegis Convertible Bonds which are incapable of remedy,

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cross-default (triggered at a £20,000,000 threshold) and insolvency relatedmatters.

The 2005, 2007 and 2009 Note Purchase Agreements

Pursuant to note purchase agreements dated 17 December 2009, 17 September2007 and 28 July 2005 respectively, each as amended (the “NPAs”), Aegis Groupplc issued the following notes to various institutional investors in the United Statesand the United Kingdom (the “noteholders”): £25,000,000 6.39 per cent. seriesA unsecured notes due 17 December 2017, US$18,000,000 6.07 per cent. seriesB unsecured notes due 17 December 2017 and US$165,000,000 6.50 per cent.series C unsecured notes due 17 December 2019; US$75,000,000 6.06 per cent.series A unsecured notes due 17 September 2014 and US$50,000,0006.29 per cent. series B unsecured notes due 17 September 2017; US$159,000,0005.25 per cent. series A unsecured notes due 28 July 2012, US$118,000,0005.50 per cent. series B unsecured notes due 28 July 2015 and US$65,000,0005.65 per cent. series C unsecured notes due 28 July 2017 (the “Notes”). Theproceeds of the issues of the Notes were made available to Aegis Group plc for itsgeneral corporate purposes. The NPAs are unconditionally guaranteed by variousGroup companies.

Aegis Group plc must offer to repay the Notes in the event of a change of controlof Aegis Group plc. Aegis Group plc must notify the noteholders within five days ofa senior financial officer or any other officer with responsibility for the NPAsbecoming aware that Aegis Group plc has signed an agreement or letter of intentwhich would result in a change of control. The notice of prepayment must be givento noteholders within five days of the change of control taking place, with aprepayment date within 30 to 60 days after the date of the notice of prepayment.A noteholder can reject the offer to prepay by sending notice to Aegis Group plc atleast 10 days before the proposed prepayment date. The Notes must be prepaid at100 per cent. of the principal amount, including interest accrued to the date ofprepayment plus the make-whole amount determined for the proposed prepaymentdate. The make-whole amount is calculated by determining the present value of theinterest and principal that would be payable on the Notes through their originallystated maturity (the present value uses a discount factor calculated by reference tothe yield to maturity of a reference note instrument (being US treasury securities forthe USD Notes and UK Gilt securities for £ sterling Notes) with a remaining averagelife corresponding to the Notes, plus a margin of 50 basis points).

The NPAs include customary representations, warranties, and general covenants.Covenants comprise general undertakings applicable to the business of AegisGroup plc, including a negative pledge, restrictions on subsidiary borrowings,restrictions on disposals and merger, consolidation and amalgamation (in eachcase subject to permitted exceptions and carve outs), financial covenants andinformation covenants which require the provision of financial and businessinformation.

The Event of Default provisions in the NPAs are on customary commercial termsand include non-payment, misrepresentation, breach of covenant, cross-default(triggered at a £20,000,000 threshold) and insolvency related matters.

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£60,000,000 RBS Facility Agreement

Aegis Group Holdings Limited as borrower (the “Borrower”), various Groupcompanies as guarantors and The Royal Bank of Scotland as lender (the “OriginalLender”) entered into a term loan on 3 July 2009 (the “Term Loan”) for an originalamount of £45,000,000. The Term Loan is guaranteed by various Aegis Groupcompanies and is unsecured.

On 6 July 2011 (the “Amendment Date”), the Term Loan was amended andrestated and The Royal Bank of Scotland Finance (Ireland) (the “Lender”) replacedthe Original Lender. Pursuant to the Term Loan, as amended, the Lender has madea term loan facility of £60,000,000 available to the Borrower for the repayment ofexisting indebtedness and for the general corporate purposes of the Aegis Group.The final repayment date for the Term Loan is 26 July 2015.

The rate of interest payable for an interest period under the Term Loan: (i) from andincluding the Amendment Date up to and including the interest period ending on6 October 2014 (the “Relevant Date”), is a fixed rate for the relevant period plus amargin (which is subject to adjustment in accordance with the gearing ratio of theGroup) and mandatory costs (if any); and (ii) from and including the interest periodstarting on the Relevant Date up to and including the interest period ending on26 July 2015, is a floating rate for the relevant period comprising a margin to bedetermined by the Lender 30 business days prior to the Relevant Date (the“Relevant Margin”) plus LIBOR and mandatory costs (if any).

The Borrower has the right to prepay the Term Loan at any time (including, if it doesnot wish to accept the Relevant Margin) by giving notice to the Lender. If anyvoluntary prepayment is made prior to the Relevant Date, the borrower must pay(save where a specific tax related circumstance applies), in addition to theoutstanding balance of the Term Loan and accrued and unpaid interest thereonand break costs (if any) (together, the “Outstanding Loan Amounts”), acancellation amount determined with respect to the termination sum payable inrespect of a notional interest rate swap under which the Borrower is the fixed ratepayer and the Lender is the floating rate payer (the “Cancellation Amount”). If anyvoluntary prepayment is made on or after the Relevant Date, the Borrower isrequired to pay the Outstanding Loan Amounts only.

Mandatory prepayment events include illegality and change of control of AegisGroup plc. On or prior to a change of control of Aegis Group plc, the Borrowermust notify the Lender. For a period of 30 days after such notification, the Borrowerand the Lender will enter into good faith negotiations with a view to determiningwhether the Term Loan should be repaid. Unless the Lender agrees within suchperiod that the Term Loan need not be repaid, the Borrower shall repay the TermLoan within 10 days of the end of such period.

The Borrower may also be required to prepay the Term Loan on the Relevant Dateif the Lender gives notice to the Borrower (such notice to be given to the Borrowerat least 30 business days prior to the Relevant Date) requiring prepayment of theTerm Loan.

If the Borrower is required to repay the loans borrowed under the Term Loan priorto the Relevant Date, the Borrower is required to pay (save where a specific taxrelated circumstance applies) the Outstanding Loan Amounts and the CancellationAmount but if the Borrower is required to repay the loans borrowed under the Term

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Loan after the Relevant Date, it is only required to pay the Outstanding LoanAmounts.

The Term Loan includes customary representations, warranties and generalcovenants. Covenants comprise general undertakings applicable to the business ofAegis Group plc, including a negative pledge, restrictions on disposals, andmerger and acquisitions (in each case subject to permitted exceptions and carveouts), financial covenants and information covenants which require the provision offinancial and business information.

The Event of Default provisions in the Term Loan are on customary commercialterms and include non-payment, misrepresentation, breach of covenant,cross-default (triggered at a £20,000,000 threshold), insolvency related matters,litigation and material adverse change.

Australia and New Zealand Banking Group Facilities

Aztec Information Services (Holdings) Pty Limited, Aegis Group plc and Australiaand New Zealand Banking Group Limited (“ANZ”) entered into an AU$45,000,000Cash Advance Facility and an AU$20,000,000 Progress Draw Facility on23 December 2010 (together, the “ANZ Facilities”). The facility limit of the CashAdvance Facility was reduced to AU$30,000,000 on 21 December 2011 further toa Deed of Further Variation. Each ANZ Facility is guaranteed by various AegisGroup companies pursuant to two guarantee and indemnity agreements,respectively dated 7 April 2010.

The Cash Advance Facility is a term loan which is repayable on four scheduledrepayment dates, the final repayment date being 20 January 2015. The ProgressDraw Facility, further to a Deed of Further Variation entered into on 21 December2011, comprises an overdraft facility (the “Overdraft Facility”), and a progressdraw facility (the “Progressive Facility”), each such facility with its own sub-limit fordrawing. The Progress Draw Facility terminates on 31 January 2013. The ANZFacilities are available for general corporate purposes and, in the case of the CashAdvance Facility, additionally for the refinancing of debt in relation to the acquisitionof Aztec Information Systems Pty Ltd.

The ANZ Facilities may be voluntarily prepaid in whole or in part by the borrowergiving notice. Re-borrowing following prepayment is not permitted under the CashAdvance Facility but is permitted under the Progress Draw Facility.

Each ANZ Facility provides that if ANZ determines that a “change in credit” hasoccurred, it may vary any of the terms of an ANZ Facility or cancel each ANZFacility and require immediate prepayment of all outstanding amounts under thatANZ Facility. Any variation to, or cancellation of, an ANZ Facility by ANZ must be by15 business days’ notice to the relevant borrower, and, in the case of a variation, ifthe relevant borrower does not accept the variations proposed by ANZ, that ANZFacility shall be cancelled, and all outstanding amounts under that facility shall berepayable, at the end of the relevant notice period.

The rate of interest payable for an interest period under the Cash Advance Facilityis the “Bank Bill Swap Reference Rate – Average Bid” displayed on the page“BBSY” on Reuters (the “BBSR Rate”) for the relevant period (provided that, certaininterest periods are selected), plus a margin which is adjusted according to thegearing ratio of the Aegis Group. If an Event of Default occurs and/or Synovate

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(Holdings) Pty Limited fails to provide to ANZ either: (i) specified financialinformation; or (ii) a compliance certificate (setting out, among other things,calculations of the financial covenants) the margin will be set at 2.65 per cent. untilthe breach is remedied or waived. In respect of the Progressive Facility, under theProgress Draw Facility, the rate of interest payable for an interest period is the BBSRRate plus 0.85 per cent. per annum and, in respect of the Overdraft Facilityprovided under the Progress Draw Facility, the rate of interest payable is thereference rate published on ANZ’s website or weekly in the Australian FinancialReview.

The ANZ Facilities contain customary representations and covenants. The generalcovenants include, information covenants, restrictions on subsidiary borrowings, anegative pledge, change of business, restrictions on disposals and acquisitions, ineach case, subject to permitted exceptions and carve outs, and financialcovenants.

The Event of Default provisions in the ANZ Facilities are on customary commercialterms for a facility of this nature and include non-payment, misrepresentation,breach of other obligations, cross default (triggered at a £20,000,000 threshold),material adverse change and insolvency related matters (in each case subject tode minimis thresholds and cure rights where appropriate).

Mitchell Communication Group Limited Overdraft Facility Agreement

On 20 April 2011, the Mitchell Group, a subsidiary of Aegis, entered into anoverdraft facility agreement (the “Overdraft Facility”) with ANZ. Pursuant to theOverdraft Facility, ANZ has made available to the Mitchell Group an overdraft facilityof up to AU$70,000,000, denominated in Australian Dollars, for its generalcorporate purposes. The Overdraft Facility may be utilised subject to thesatisfaction of a number of customary conditions precedent. The Overdraft Facilitywill terminate on 31 January 2013.

The Overdraft Facility is guaranteed pursuant to a Limited Guarantee and Indemnityby One Company of the Obligations of Another Company, dated 1 November 2006,made by Aegis Group plc in favour of ANZ and Australia and New Zealand NationalBank Limited (the “Guarantee”).

Undrawn commitments under the Overdraft Facility may be voluntarily cancelled inwhole or in part (but if in part, by a minimum of AU$500,000 and in multiples ofAU$100,000) by the borrower giving notice. Once cancelled, the facility limit thenapplicable to the Overdraft Facility is permanently reduced by the cancellationamount. Any amount repaid under the Overdraft Facility (but not cancelled), may bere-borrowed.

Interest accrues daily on drawn amounts and is payable monthly in arrears and onthe termination date of the Overdraft Facility. The rate of interest payable on drawnamounts is the “Bank Bill Swap Reference Rate – Average Bid” displayed on thepage “BBS” on Reuters for the relevant period, plus a margin which is set at0.80 per cent.

The Overdraft Facility contains customary representations and covenants for afacility of this type. The general undertakings applicable to the business of theMitchell Group include information covenants, a negative pledge, change ofbusiness, restrictions on disposals, ownership of the borrower and borrower’s

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financial indebtedness, in each case, subject to permitted exceptions and carveouts.

The Event of Default provisions in the Overdraft Facility are on customarycommercial terms for a facility of this nature and include non-payment,misrepresentation, breach of other obligations, cross default, material adversechange, cessation of business, ineffective Guarantee and insolvency relatedmatters (in each case subject to de minimis thresholds and cure rights whereappropriate).

7.2 Dentsu Group material contracts

The following material contracts, not being contracts entered into in the ordinary courseof business, have been entered into by members of the Dentsu Group in the period oftwo years immediately preceding the date of this scheme document:

Dentsu Facility Agreement

On 12 July 2012, Dentsu entered into a JPY395.8 billion facility agreement (the “DentsuFacility Agreement”) with The Bank of Tokyo-Mitsubishi UFJ Ltd. (the “Lender”).

The Dentsu Facility Agreement comprises a JPY395.8 billion tranche (“Tranche A”), whichmay be utilised by way of term loans. The Dentsu Facility Agreement also makes provisionfor certain other term loan tranches which may be used for the purposes of refinancingexisting loans under the Dentsu Facility Agreement, or funding acquisitions of AegisShares separate from the Acquisition; as at the date of the Dentsu Facility Agreement andthe date of this document the commitments under those tranches were zero andaccordingly terms specific to those tranches are not described in this paragraph 7.2.

The proceeds of term loans under Tranche A will be used to acquire Scheme Shares inrespect of the Acquisition, to finance the surrender or cancellation of options or awardsover Aegis Shares, to finance payments under the Convertible Bond Offer, and to paycosts and expenses arising which are incidental or related to the Acquisition (includingthe use of new loans to repay an existing loan).

Tranche A may only be utilised in JPY.

The initial credit extensions under the Dentsu Facility Agreement are subject to certainconditions precedent. The term loans under the Dentsu Facility Agreement will bearinterest at a per annum rate equal to TIBOR plus 0.15 per cent.

Dentsu has agreed to pay to the Lender a commitment fee to be calculated on the dailyamount of the undrawn commitments under Tranche A at a rate of 0.10 per cent. perannum, which fee shall accrue daily and be payable every two months after 12 July 2012until 12 March 2013 or, if applicable, on the cancellation of the facility.

The term loans under the Dentsu Facility Agreement are repayable in full on the datefalling six months after the date of payment of the cash consideration for the Acquisition.

No security or guarantees will be given in connection with the Dentsu Facility Agreement.

The Dentsu Facility Agreement contains customary positive and negative covenants.

The Dentsu Facility Agreement does not contain any maintenance financial covenants.

Under the terms of the Dentsu Facility Agreement, Dentsu has agreed that it will not,except as required by the Code or the Panel, waive any of the Conditions without the

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consent of the Bank of Tokyo-Mitsubishi UFJ if such waiver is likely to have a materialadverse effect on Dentsu’s ability to perform its payment obligations under the DentsuFacility Agreement.

The Dentsu Facility Agreement contains various events of default including failure tocomply with covenants, certain insolvency events, and cross default in relation to any debtwhere the principal amount is at least JPY1 billion.

Upon the occurrence of an event of default other than certain insolvency events ofdefault, the Lender may demand immediate repayment of all amounts outstanding underthe Dentsu Facility Agreement. Upon the occurrence of certain insolvency events ofdefault, all amounts outstanding under the Dentsu Facility Agreement shall automaticallybecome immediately repayable. If any outstanding amounts under the Dentsu FacilityAgreement become immediately repayable all undrawn commitments under the DentsuFacility Agreement shall automatically be cancelled.

Under the Dentsu Facility Agreement, if either (i) banks generally become unable to enterinto loan transactions in JPY in the Tokyo interbank market or (ii) the Lender becomesunable to advance loans under the Dentsu Facility Agreement due to an act of nature,outbreak of war, interruption or disorder of electricity, communication or clearing orsettlement systems, or any similar reason not attributable to the Lender (an “ExemptionEvent”), the Lender shall temporarily be excused from its obligations to fund loans underthe Dentsu Facility Agreement. The period during which the Lender will be so excused willstart on the date on which both (i) the Lender has notified Dentsu of the Exemption Event;and (ii) the Panel has approved a suspension or cancellation of the Scheme (if any); andwill end on the earlier of (a) the date on which the Lender notifies Dentsu the relevantExemption Event has ceased; and (b) the date on which any suspension of the Schemeapproved by the Panel expires.

As the amounts borrowed under Tranche A must be borrowed in JPY but the cashconsideration payable in respect of the Acquisition is payable in pounds sterling, Dentsuhas entered into certain hedging arrangements with the Lender and with Morgan StanleyMUFG Securities Co., Ltd. to ensure that Dentsu will be able to settle the full amount ofthe cash consideration payable in respect of the Acquisition.

8. Acquisition-related arrangements

Confidentiality agreement

Dentsu and Aegis entered into a confidentiality and standstill agreement on 6 June 2012pursuant to which Dentsu has undertaken to keep confidential information relating to Aegis andnot to disclose it to third parties (other than to permitted disclosees) unless required by law orregulation or permitted pursuant to other limited carve-outs to the obligations of confidentiality.These confidentiality obligations will remain in force until the Scheme becomes effective. Thestandstill provisions ceased to apply upon the publication of the Announcement.

Bid Conduct Agreement

Pursuant to the Bid Conduct Agreement, Aegis and Dentsu have each agreed to (i) co-operatein relation to the obtaining of any and all consents, clearances, permissions and waivers as maybe necessary, and the making of all filings as may be necessary, from or under the law,regulations or practices applied by any applicable regulatory authority in connection with theAcquisition, (ii) co-operate in preparing and implementing appropriate proposals in relation tothe Aegis Share Plans; and (iii) co-operate in relation to the proposals to be made by Dentsu toholders of Aegis Convertible Bonds. Dentsu has agreed to use best endeavours to procure that

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certain antitrust clearances which are required for the satisfaction of the Conditions areobtained as soon as reasonably practicable after the date of the Bid Conduct Agreement withthe aim of obtaining such antitrust clearances on or before 12 November 2012, which includesagreeing to make any disposals or giving any undertakings or agreeing to any conditions thatmay be required by any relevant antitrust authority.

9. Financial effects of the Acquisition

Dentsu, which generated gross profit (under Japanese GAAP, which broadly corresponds torevenue stated under IFRS) of £2,703 million (JPY332.8 billion) and had net assets of£4,523 million (JPY556.9 billion) in the financial year 2011, will be considerably enlarged throughthe acquisition of 100 per cent. of Aegis. The Acquisition will combine Dentsu’s leadershipposition in the Asia-Pacific region and rapidly growing presence outside Asia with Aegis’sleading position in Europe and its strong footprint in Asia and Australia which enabled Aegis togenerate revenues of £1,135 million (JPY139.7 billion) and net assets of £462.7 million(JPY57.0 billion) in the financial year ended 31 December 2011.

As at 31 March 2012, Dentsu had a net cash position of approximately £727 million(JPY89.5 billion) based on cash and cash equivalents of approximately £1,439 million(JPY177.0 billion) and debt of approximately £712 million (JPY87.5 billion). As set out inparagraphs 7.2 and 13 of this Part Seven, the Acquisition is to be financed in part through a newloan facility of up to £3,215 million (JPY395.8 billion) provided by Bank of Tokyo-Mitsubishi UFJat a cost of TIBOR +0.15 per cent. Following completion of the Acquisition, while Dentsu isexpected to have a greater level of liabilities, Dentsu will retain a strong balance sheet withsubstantial financial flexibility to continue to invest in the combined business and pursueDentsu’s strategic growth plans.

The Acquisition is expected to be accretive to Dentsu’s cash earnings per share in the first 12months of ownership6.

10. Interests in shares and irrevocable undertakings

In aggregate, Dentsu has acquired Aegis Shares, interests in Aegis Shares and receivedirrevocable undertakings in relation to a total of 30.5 per cent. of Aegis’s ordinary share capital.

10.1 Acquired Aegis Shares

On 13 July 2012, Dentsu completed the purchase of 175,928,476 Aegis Shares from theBolloré Entities pursuant to the SPA, at a price of 240 pence per Aegis Share.

Details of the Aegis Shares purchased from the Bolloré Entities pursuant to the SPA areset out below.

Percentage of

Number of existing issued

Aegis Shares share capital

Nord Sumatra Investissements 16,790,899 1.4%Bolloré Participations 3,313,210 0.3%Financière du Loch 155,824,367 13.3%

Total 175,928,476 14.999%

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6 This statement should not be construed as a profit forecast or be interpreted to mean that the future earningsper share, profits, margins or cash flows of Dentsu will necessarily be greater or less than the historicalpublished earnings per share, profits, margins or cash flows of Dentsu.

10.2 Conditional acquisition of Aegis Shares

Under the SPA, Dentsu has agreed with the Bolloré Entities to purchase, subject to certainconditions, an additional 58,642,825 Aegis Shares at a price of 240 pence per share (the“Conditional Sale Shares”).

As at the date of this document, the obligations of the Bolloré Entities in relation to thesale of such Conditional Sale Shares remain conditional upon:

(A) the satisfaction or waiver by Dentsu of the Conditions set out in paragraphs 2(a)and 2(d) of Part A of Part Three of this document; and

(B) none of the obligations of Financière du Loch under the irrevocable undertakingdescribed below having lapsed,

provided that the obligations of the Bolloré Entities to sell such Conditional Sale Shares toDentsu will lapse (except to the extent otherwise agreed in writing by any of the BolloréEntities on its own behalf or on behalf of one of the other selling Bolloré Entities) if suchconditions have not been satisfied, and completion of the sale of the Conditional SaleShares has not occurred, by 2.00 p.m. (London time) on 14 September 2012 (or on suchlater date as may be agreed by Dentsu and the Bolloré Entities).

Details of the Conditional Sale Shares which the Bolloré Entities have agreed to sell toDentsu, subject to satisfaction of the above conditions, are set out below.

Percentage of

Number of existing issued

Aegis Shares share capital

Nord Sumatra Investissements 10 0.0%Bolloré Participations 10 0.0%Financière du Loch 58,642,805* 5.0%

Total 58,642,825 5.0%

* such Aegis Shares are subject to an irrevocable undertaking as set out below until such time as their saleto Dentsu becomes unconditional and is completed

10.3 Irrevocable undertakings from Financière du Loch

Dentsu has received a hard irrevocable undertaking from Financière du Loch to vote (orprocure voting) in favour of the Scheme at the Court Meeting and the Special Resolutionto be proposed at the General Meeting in respect of 133,991,431 Aegis Shares,comprising:

(A) until such time as they are sold to Dentsu following satisfaction of the relevant SPAconditions, the Conditional Sale Shares owned by Financière du Loch; and

(B) 75,348,626 further Aegis Shares (the “Balance Shares”).

This irrevocable undertaking (and the related restrictions on divestments of theConditional Sale Shares and the Balance Shares and the acceptance of third party offersin relation to such shares) will not take effect until such date as the Condition set out inparagraph 2(a) of Part Three of this document has been satisfied or waived. However,Financière du Loch has agreed, in the event that it divests, or accepts a third party offerin relation to, the Aegis Shares to which the irrevocable undertaking relates, to pay anamount equal to the loss that Dentsu would have suffered had Financière du Lochundertaken not to take such action. The necessary application in relation to the relevantCondition was filed with the Treasurer of the Commonwealth of Australia prior to the dateof the Announcement.

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As referred to in paragraph 2.5(A) of Part Two of this document, Financière du Loch willnot (with the permission of Dentsu) vote any Conditional Sale Shares held by it at theCourt Meeting and has instead agreed to consent to the Court to be bound by theScheme in respect of any Conditional Sale Shares which it continues to hold atthe Scheme Record Time.

As at the date of this document, the irrevocable undertaking given by Financière du Lochwill lapse if:

(A) the Scheme lapses, is withdrawn or does not become effective by the Long StopDate, unless in each case Dentsu has previously or simultaneously announced itsfirm intention to implement the Acquisition by way of a takeover offer at a price perAegis Share of not less than 240 pence (payable in cash as to not less than thatamount per Aegis Share) by way of a takeover offer with an acceptance conditionrequiring acceptances in respect of not more than 90 per cent. of the issuedordinary shares of Aegis and other conditions identical to those set out in theAnnouncement;

(B) in the event that Dentsu elects to implement the Acquisition by way of a takeoveroffer, any such takeover offer lapses or is withdrawn (without having becomeunconditional in all respects);

(C) any of the terms relating to timing of payment, the composition of consideration setout in the Announcement and/or the Long Stop Date is modified without Financièredu Loch’s prior written consent other than by increasing the aggregate value of thecash consideration offered per Aegis Share; or

(D) completion of the sale of the Conditional Sale Shares has not occurred by15 September 2012 other than as a result of a breach by Financière du Loch of itsConditional Sale completion obligations under the SPA in circumstances whereDentsu is not in breach of the SPA.

Details of the Aegis Shares subject to the irrevocable undertaking given by Financière duLoch are set out below.

Percentage of

Number of existing issued

Scheme Shares share capital

Financière du Loch (Balance Shares) 75,348,626 6.4%Financière du Loch (Conditional Sale Shares) 58,642,805** 5.0%** such Aegis Shares are only subject to the irrevocable undertaking until the sale of the Conditional Sale

Shares completes.

10.4 Directors’ irrevocable undertakings

Each of the Aegis Directors who beneficially owns or controls and can procure the votingof Aegis Shares has irrevocably undertaken to vote in favour of the Scheme at the CourtMeeting and the Special Resolution to be proposed at the General Meeting in respect oftheir controlled holdings, being Aegis Shares representing, in aggregate, approximately4.1 per cent. of the existing issued share capital of Aegis in issue at 18 July 2012 (beingthe last practicable date prior to the date of this document). The terms of the irrevocableundertakings from each of the Aegis Directors will continue to be binding in the event thata higher competing offer is made for Aegis.

The irrevocable undertakings given by each of the Aegis Directors will not take effect untilsuch date as the Condition set out in paragraph 2(a) of Part A of Part Three of thisdocument has been satisfied or waived. However, each of the Aegis Directors has

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undertaken to pay to Dentsu an amount equal to the value of any shares which are thesubject of his or her irrevocable undertakings and which are divested prior to such dateat a price of 240 pence per share. The necessary application in relation to the relevantCondition was filed with the Treasurer of the Commonwealth of Australia prior to the dateof the Announcement.

Details of the irrevocable undertakings given by the Aegis Directors are set out below.

Percentage of

Number of existing issued

Scheme Shares*** share capital

John Napier 90,909 0.008%Jerry Buhlmann 532,705 0.045%Harold Mitchell 46,812,880 3.991%Nick Priday 19,736 0.002%John Brady 27,272 0.002% Percentage of

Number of existing issued

Scheme Shares*** share capital

Charles Strauss 36,363 0.003%Lorraine Trainer 30,181 0.003%

Total 47,550,046 4.054%

*** The numbers referred to in this table refer only to those Scheme Shares to which the relevant director isbeneficially entitled as at the date of this document and any Scheme Shares such director is otherwise ableto control the exercise of in terms of the rights attaching to such shares as at the date of this document.The numbers referred to in this table exclude any Scheme Shares that the relevant director may becomeentitled to prior to the date of the Court Meeting and the General Meeting on the exercise/vesting ofoptions/awards under the Aegis Share Plans. The irrevocable undertakings will, however, include any AegisShares to which the relevant director may become entitled prior to that date on the exercise/vesting ofoptions/awards under the Aegis Share Plans.

11. Acquisition-related fees and expenses

11.1 Dentsu fees and expenses

The aggregate fees and expenses expected to be incurred by Dentsu in connection withthe Acquisition (excluding any applicable VAT) are expected to be:

Category Amount

(i) financing arrangements* £405,000(ii) financial and corporate broking advice £9,680,000(iii) legal advice £2,905,000(iv) accounting advice £810,000(v) public relations advice £180,000(vi) other professional services (including management

consultants, actuaries and specialist valuers) £55,000(vii) other costs and expenses £600,000

Total £14,230,000

* The commitment fees relating to the financing arrangements are described in paragraph 7.2 of thisPart Seven.

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11.2 Aegis fees and expenses

The aggregate fees and expenses expected to be incurred by Aegis in connection withthe Acquisition (excluding any applicable VAT) are expected to be:

Category Amount

(i) financial and corporate broking advice £13,732,900(ii) legal advice £4,152,330(iii) accounting advice £175,000(iv) public relations advice £500,000(v) other costs and expenses £15,000

Total £18,575,230

12. Ratings

There are no ratings or outlooks publicly accorded to Aegis.

The ratings and outlooks publicly accorded to Dentsu are:

Prior to the Offer Period, Dentsu had a rating of AA with a “Stable” outlook by Rating andInvestment Information, Inc (“RII”). Following the announcement of the Acquisition, RIIannounced that they have placed Dentsu’s rating on the rating monitor with a view todowngrading. After completion of the Acquisition RII will update the rating.

13. Financing and cash confirmation

Dentsu is providing the cash consideration payable under the Acquisition from its own resourcesand loan facilities arranged with the Bank of Tokyo-Mitsubishi UFJ for these purposes pursuantto the Dentsu Facility Agreement.

Morgan Stanley & Co. Limited is satisfied that sufficient resources are available to satisfy in fullthe cash consideration payable to Aegis Shareholders under the terms of the Acquisition.

14. No significant change

Save as disclosed in this document, there has been no material change in the financial or tradingposition of Aegis since 31 December 2011, being the date to which the latest published auditedfinancial statements of Aegis were drawn up.

15. Persons acting in concert

15.1 The persons who, for the purposes of the Code, are acting in concert with Dentsu are:

Relationship with

Name Type Registered Office Dentsu

Morgan Stanley& Co. Limited

Private LimitedCompany

25 Cabot Square, CanaryWharf, London E14 4QA

Financial Adviser

Mitsubishi UFJMorgan StanleySecuritiesCo., Ltd

Private LimitedCompany

5-2, Maranouchi, 2-chome, Chiyoda-ku,Tokyo 100-0005

Financial Adviser

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15.2 In addition to the Aegis Directors (together with their close relatives and related trusts)and Aegis Group companies, the persons who, for the purposes of the Code, are acting,or deemed to be acting, in concert with Aegis are:

Relationship with

Name Type Registered Office Aegis

16. Consent

Each of Greenhill, J.P. Morgan Cazenove and Ernst & Young LLP has given and not withdrawnits written consent to the issue of this document with the inclusion of references to its name inthe form and context in which they are included.

17. Documents available for inspection

Copies of the following documents will be available for inspection during usual business hourson Monday to Friday of each week (public holidays excepted) up to and including the EffectiveDate at the registered office of Aegis being 10 Triton Street, Regent’s Place, London, NW1 3BFand at the offices of Slaughter and May, One Bunhill Row, London EC1Y 8YY and on Aegis’swebsite at www.aegisplc.com:

(A) this document and the Forms of Proxy;

(B) the memorandum and articles of association of each of Aegis and Dentsu;

(C) a draft of the articles of association of Aegis as proposed to be amended at the GeneralMeeting;

(D) the consolidated audited report and accounts of Aegis for the two financial years ended31 December 2011;

(E) the financial fact book of Dentsu for the financial year ended 31 March 2012 and theconsolidated audited report and accounts of Dentsu for the two financial years ended31 March 2011;

(F) the written consents referred to in paragraph 16 above;

(G) the material contracts referred to in paragraph 7.2 above which have been entered into inconnection with the Acquisition;

(H) copies of the share purchase agreements and irrevocable undertakings referred to inparagraph 10 above;

(I) copies of the Bolloré Entities’ consents to be bound by the Scheme as referred to inparagraph 2.5(A) of Part Two of this document; and

Financial AdviserLansdowne House, 57Berkeley Square,London, W1J 6ER

Limited LiabilityPartnership

Greenhill & Co.International LLP

Financial Adviser20 Moorgate, London,EC2R 6DA

Private LimitedCompany

J.P. MorganCazenove

Corporate BrokerThe London StockExchange, ExchangeBuilding, 10 PaternosterSquare, London EC4M 7LT

Private LimitedCompany

Numis SecuritiesLimited

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(J) the Acquisition-related arrangements, permitted under, or excluded, from Rule 21.2 of theCode, and referred to in paragraph 8 above.

18. Sources of information and bases of calculation

18.1 The value placed by the Acquisition on the fully diluted share capital of Aegis is based ona fully diluted share capital of 1,318,370,802 shares comprising:

(A) 1,172,883,511 Aegis Shares in issue on 11 July 2012, being the last dealing dayprior to the date of the Announcement;

(B) the maximum of 2,598,019 Aegis Shares which may be issued on or after the dateof the Announcement on the exercise or vesting of in-the-money options under theAegis Share Plans; and

(C) the maximum of 142,889,272 Aegis Shares which may be issued on or after thedate of the Announcement on the exercise of conversion rights in accordance withthe terms and conditions of the Aegis Convertible Bonds, assuming, for thepurposes of this calculation, a change of control date of 12 July 2012.

18.2 The prices for Aegis Shares represent closing prices on the relevant date(s), taken fromthe London Stock Exchange Daily Official List.

18.3 Unless otherwise stated, the financial information relating to Aegis is extracted from theaudited consolidated financial statements of Aegis for the financial year to 31 December2011, prepared in accordance with IFRS.

18.4 Unless otherwise stated, the financial information relating to Dentsu is extracted from theaudited consolidated financial statements of Dentsu for the year ended 31 March 2012,prepared in accordance with Japanese GAAP.

18.5 Dentsu’s domestic (i.e. Japan and Asia) market share data is taken from Dentsu’sFinancial Factbook (2012). Unless otherwise stated, other information relating to Aegis’sand Dentsu’s respective market positions is taken from either the RECMA media agenciesevaluation reports for the relevant periods or from each party’s respective internalmanagement information.

18.6 JPY/£ exchange rates are based on a rate of £1 = JPY123.1 as of 10 July 2012, assourced from the Bank of England website.

18.7 Dentsu’s ranking in terms of 2011 consolidated net revenue is based on the AdvertisingAge Agency Report 2012 Index published April 2012.

18.8 Dentsu’s cash and cash equivalents of JPY177.0 billion is the sum of cash and depositsand short-term investment securities on Dentsu’s balance sheet as at 31 March 2012.

18.9 Dentsu’s debt of JPY87.5 billion is the sum of short and long-term loans payable, currentportion of long-term loans payable and current and non-current lease obligations onDentsu’s balance sheet as at 31 March 2012.

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PART EIGHT

DEFINITIONS

“Acquisition” the proposed acquisition of Aegis by Dentsu, proposedto be effected by the Scheme as described in thisdocument;

“Aegis” or the “Company” Aegis Group plc, incorporated in England and Wales withregistered number 01403668;

“Aegis Convertible Bondholders” holders of the Aegis Convertible Bonds;

“Aegis Convertible Bonds” the £190,600,000 2.50 per cent. convertible bonds due2015 unconditionally and irrevocably guaranteed byAegis Group plc (ISIN: XS0497975838; Common Code:049797583) issued by Aegis Group Capital (Jersey)Limited;

“Aegis Directors” the persons whose names are set out in paragraph 2.1 ofPart Seven of this document or, where the context sorequires, the directors of Aegis from time to time;

“Aegis Group” Aegis and its subsidiary undertakings and, where thecontext permits, each of them;

“Aegis Shareholders” the holders of Aegis Shares and, where the contextpermits, each of them;

“Aegis Share Plans” each of the following share plans operated by Aegis:

(i) 2003 Performance Share Plan (or “PSP”);

(ii) 2005 Incentive Share Plan (formerly thePerformance Restricted Stock Plan) (or “ISP”);

(iii) 2010 Restricted Stock Plan (or “RSP”);

(iv) 2011 Bonus Related Stock Plan (or “BRSP”); and

(v) 2003 Executive Share Option Scheme (or “ESOS”).

“Aegis Shares” the existing unconditionally allotted or issued and fullypaid ordinary shares of 5.5 pence each in the capital ofAegis and any further such ordinary shares which areunconditionally allotted or issued before the Schemebecomes effective;

“Announcement” the announcement by Dentsu of a firm intention to makean offer for Aegis dated 12 July 2012;

“Announcement Date” means the date of the Announcement;

“Authorisations” regulatory authorisations, orders, recognitions, grants,consents, clearances, confirmations, certificates,licences, permissions or approvals;

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“Bid Conduct Agreement” the bid conduct agreement entered into between Aegisand Dentsu on 11 July 2012 in connection with theAcquisition;

“Board” as the context requires, the board of directors of Aegis orthe board of directors of Dentsu and the terms ‘AegisBoard’ and ‘Dentsu Board’ shall be construedaccordingly;

“Bolloré Entities” Financière du Loch, Bolloré Participations and NordSumatra Investissements;

“business day” any day (other than a Saturday, Sunday or public or bankholiday) on which clearing banks in London are generallyopen for normal business;

a share or other security which is not in uncertificatedform (that is, not in CREST);

“Code” the City Code on Takeovers and Mergers;

“Community” the European Economic Community;

“Companies Act” the Companies Act 2006, as amended;

“Competition Commission” the UK statutory body established under the UKCompetition Act 1998;

“Conditions” the conditions to the Acquisition and to theimplementation of the Scheme set out in Part Three of thisdocument;

“Confidentiality Agreement” the confidentiality and standstill agreement entered intobetween Aegis and Dentsu on 6 June 2012;

“Convertible Bond Offer” the proposals being made to Aegis ConvertibleBondholders in relation to the Aegis Convertible Bondson the terms set out in the separate offer memorandum tobe sent by Dentsu to Aegis Convertible Bondholders;

“Court” the High Court of Justice in England and Wales;

“Court Hearings” the First Court Hearing and the Second Court Hearing;

“Court Meeting” the meeting of Scheme Shareholders (and anyadjournment thereof) to be convened pursuant to anorder of the Court pursuant to paragraph 896 of theCompanies Act, notice of which is set out in Part Nine ofthis document, for the purpose of considering and, ifthought fit, approving (with or without modification) theScheme;

“Court Orders” the Scheme Court Order and the Reduction Court Order;

“CREST” the system for the paperless settlement of trades insecurities and the holding of uncertificated securitiesoperated by Euroclear in accordance with theRegulations;

“certificated” or “incertificated form”

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“Dealing Disclosure” has the meaning given under Rule 8 of the Code;

“Dentsu” Dentsu Inc., incorporated in Japan with registered officeat 1-8-1, Higashi-shimbashi, Minato-ku, Tokyo, 105-7001,Japan;

“Dentsu Directors” the persons whose names are set out in paragraph 2.2 ofPart Seven of this document or, where the context sorequires, the directors of Dentsu from time to time;

“Dentsu Facility Agreement” has the meaning given in paragraph 7.2 of Part Seven(Additional information on Aegis and Dentsu) of thisdocument;

“Dentsu Group” Dentsu and its subsidiaries and subsidiary undertakings;

“Disclosed” the information disclosed by, or on behalf of, Aegis (i) inthe annual report and accounts of the Aegis Group forthe financial year ended 31 December 2011; (ii) in theAnnouncement; (iii) in any other announcement to aRegulatory Information Service made by, or on behalf of,Aegis prior to the publication of the Announcement; or(iv) as otherwise fairly disclosed to Dentsu (or itsrespective officers, employees, agents or advisers) priorto the date of the Announcement;

“disclosure period” the period commencing on 12 July 2011 (being the date12 months prior to the start of the Offer Period) andending on 18 July 2012 (being the last practicable dateprior to the publication of this document);

“Disclosure Table” has the meaning given under Rule 8 of the Code;

“EC Regulation” Council Regulation (EC) 139/2004;

“Effective” the Scheme having become effective in accordance withits terms;

“Effective Date” the date on which the Scheme becomes effective inaccordance with its terms;

“Euroclear” Euroclear UK & Ireland Limited;

“Event of Default” means the relevant Event of Default as set out in eachrespective financing arrangement under paragraph 10 ofPart Three of this document;

“Exchange Act” the US Securities and Exchange Act of 1934 asamended;

“Explanatory Statement” the explanatory statement (in compliance withparagraph 897 of the Companies Act) relating to theScheme, as set out in Part Two of this document;

“First Court Hearing” the hearing at which the Scheme Court Order is made;

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“Form(s) of Proxy” either or both (as the context demands) of the blue Formof Proxy in relation to the Court Meeting and the purpleForm of Proxy in relation to the General Meeting;

“General Meeting” the general meeting of Aegis Shareholders convened bythe notice set out in Part Ten of this document, includingany adjournment thereof;

“Greenhill” Greenhill & Co. International LLP;

“holder” a registered holder and includes any person(s) entitledby transmission;

“IFRS” International Financial Reporting Standards;

“J.P. Morgan Cazenove” J.P. Morgan Limited, which conducts its UK investmentbanking business as J.P. Morgan Cazenove;

“Japanese GAAP” generally accepted accounting practice in Japan;

“Listing Rules” the rules and regulations made by the Financial ServicesAuthority in its capacity as the UK Listing Authority underthe Financial Services and Markets Act 2000, andcontained in the UK Listing Authority’s publication of thesame name;

“London Stock Exchange” London Stock Exchange plc;

“Meetings” the Court Meeting and the General Meeting;

“Morgan Stanley” Mitsubishi UFJ Morgan Stanley Securities Co., Ltd and itsaffiliates including Morgan Stanley & Co. Limited;

“Numis” Numis Securities Limited;

“Offer” should Dentsu elect to effect the Acquisition by way of atakeover offer, the offer to be made by or on behalf ofDentsu and, where the context so requires, anysubsequent revision, variation, extension of renewal ofsuch offer;

“Offer Period” the period commencing on 12 July 2012 and ending onthe earlier of the date on which it is announced that theScheme has become effective and/or the date on which itis announced that the Scheme has lapsed or has beenwithdrawn (or such other date as the Code may provideor the Panel may decide);

“Official List” the list maintained by the UK Listing Authority;

“OFT” the Office of Fair Trading;

“Opening Position Disclosure” has the meaning given under Rule 8 of the Code;

“Panel” The Panel on Takeovers and Mergers;

“Reduction Court Order” the order of the Court confirming the Reduction ofCapital;

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“Reduction of Capital” the proposed reduction of share capital of Aegispursuant to the Scheme;

“Registrar of Companies” means the registrar of companies in England and Wales;

“Regulations” the Uncertificated Securities Regulations 2001(SI 2001/3755), as amended;

“Restricted Jurisdiction” any jurisdiction where extension or acceptance of theAcquisition would violate the law or regulation of thatjurisdiction;

the proposed scheme of arrangement under Part 26 ofthe Companies Act between Aegis and holders ofScheme Shares, as set out in Part Four of this document,with or subject to any modification, addition or conditionapproved or imposed by the Court;

“Scheme Court Order” the order of the Court sanctioning the Scheme;

“Scheme Record Time” 6.00 p.m. on the business day immediately preceding thedate of the Second Court Hearing (such business dayfalling after the date of the First Court Hearing);

“Scheme Shareholders” holders of Scheme Shares;

“Scheme Shares” the Aegis Shares:

(i) in issue at the date of this document;

(ii) (if any) issued after the date of this document andprior to the Voting Record Time; and

(iii) (if any) issued at or after the Voting Record Timeand prior to the Scheme Record Time in respect ofwhich the original or subsequent holder thereofshall be bound by the Scheme or shall by such timehave agreed in writing to be bound by the Scheme,

and remaining in issue at the Scheme Record Time butexcluding any Aegis Shares held by any member of theDentsu Group (or their nominees);

“Second Court Hearing” the hearing at which the Reduction Court Order is made;

“Significant Interest” in relation to an undertaking, a direct or indirect interestof 20 per cent. or more of the total voting rights conferredby the equity share capital (as defined in section 548 ofthe Companies Act) of such undertaking;

“SPA” the agreement entered into between the Bolloré Entities(as sellers) and Dentsu (as purchaser) in relation tocertain Aegis Shares on the date of the Announcement;

“Special Resolution” the special resolution to be proposed at the GeneralMeeting to effect the Scheme, the Reduction of Capitaland the amendments to Aegis’s articles of association as

“Scheme” or “Scheme ofArrangement”

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set out in the notice of General Meeting set out in Part Tenof this document;

“Statement of Capital” the statement of capital to be filed in relation to theReduction of Capital;

“subsidiary” has the meaning given in paragraph 1159 of theCompanies Act;

“subsidiary undertaking” has the meaning given in paragraph 1162 of theCompanies Act;

“Third Party” each of a central bank, government or governmental,quasi-governmental, supranational, statutory, regulatory,court or any other regulatory body or person whatsoeverin any jurisdiction;

“TIBOR” Tokyo interbank offered rate;

“UK” or “United Kingdom” the United Kingdom of Great Britain and NorthernIreland;

“UK Listing Authority” the Financial Services Authority acting in its capacity asthe competent authority for listing in the United Kingdom;

a share or other security recorded on the relevant registeras being held in uncertificated form in CREST and title towhich, by virtue of the Regulations, may be transferred bymeans of CREST;

“US” or “United States” the United States of America, its territories andpossessions, any state of the United States of Americaand the District of Columbia;

“Voting Record Time” 6.00 p.m. on the day which is two days prior to the dateof the Court Meeting or, if the Court Meeting isadjourned, 6.00 p.m. on the day which is two days beforethe day of such adjourned meeting;

“Wider Aegis Group” Aegis and associated undertakings and any other bodycorporate, partnership, joint venture or person in whichAegis and all such undertakings (aggregating theirinterests) have a Significant Interest; and

“Wider Dentsu Group” Dentsu and associated undertakings and any other bodycorporate, partnership, joint venture or person in whichDentsu and all such undertakings (aggregating theirinterests) have a Significant Interest.

“uncertificated” or “in uncertificated form”

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PART NINE

NOTICE OF COURT MEETING

IN THE HIGH COURT OF JUSTICE No. 5805 OF 2012CHANCERY DIVISIONCOMPANIES COURT

IN THE MATTER OF AEGIS GROUP PLC

and

IN THE MATTER OF THE COMPANIES ACT 2006

NOTICE IS HEREBY GIVEN that, by an order dated 20 July 2012 made in the above matters, theCourt has directed a meeting to be convened of the holders of Scheme Shares (as defined inthe Scheme of Arrangement referred to below) for the purpose of considering and, if thoughtfit, approving (with or without modification) a scheme of arrangement proposed to be madebetween Aegis Group plc (the “Company”) and the holders of Scheme Shares and that suchmeeting will be held at The Academy of Medical Sciences, 41 Portland Place, London W1B 1QHon 16 August 2012 at 11.00 a.m. at which place and time all holders of Scheme Shares arerequested to attend.

A copy of the said Scheme of Arrangement and a copy of the statement required to befurnished pursuant to paragraph 897 of the Companies Act 2006 are incorporated in thedocument of which this notice forms part.

Holders of Scheme Shares (other than the Bolloré Entities in respect of the ConditionalSale Shares held by them) (as such terms are defined in the Scheme of Arrangement) mayvote in person at the meeting or they may appoint another person as their proxy to attend,speak and vote in their stead. A proxy need not be a member of the Company. A holder ofScheme Shares may appoint more than one proxy in relation to the meeting provided thateach proxy is appointed to exercise the rights attached to a different share or shares heldby that holder. A blue Form of Proxy for use at the meeting is enclosed with this notice.Scheme Shareholders with Scheme Shares held through CREST may also appoint a proxyor proxies using CREST by following the instructions set out in note 7 to this notice.Completion and return of a Form of Proxy, or the appointment of proxies through CREST,will not preclude a holder of Scheme Shares from attending and voting in person at themeeting, or any adjournment thereof.

In the case of joint holders of Scheme Shares the vote of the senior who tenders a vote, whetherin person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s)and for this purpose seniority will be determined by the order in which the names stand in theregister of members of the Company in respect of the relevant joint holding.

It is requested that forms appointing proxies (together with any power of attorney or otherauthority under which they are signed, or a notarially certified copy of such power of attorney)be lodged with the Company’s registrars, Computershare Investor Services PLC, at ThePavilions, Bridgwater Road, Bristol, BS99 6ZY by post, using the pre-paid envelope providedwith this notice (for use in the United Kingdom only), or electronically online or through CREST(see notes 4 and 7 below), as soon as possible and, in any event, so as to be received not laterthan 48 hours before the start of the meeting, but, if forms are not so lodged, they may behanded to the chairman at the meeting.

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Entitlement to attend and vote at the meeting and the number of votes which may be cast thereatwill be determined by reference to the register of members of the Company at the Voting RecordTime. Changes to the register of members of the Company after such time shall be disregarded.

By the said order, the Court has appointed John Napier or failing him, Jerry Buhlmann or, failinghim, Nick Priday or failing him any other Director of the Company to act as chairman of themeeting and has directed the chairman to report the result of the meeting to the Court.

The said Scheme of Arrangement will be subject to the subsequent sanction of the Court.

Solicitors for the Company SLAUGHTER AND MAY

One Bunhill RowLondon

EC1Y 8YY

Dated: 23 July 2012

Notes:

1. Only holders of ordinary shares of 5.5 pence in the capital of the Company, other than Dentsu, members of theDentsu Group and the Bolloré Entities in respect of the Conditional Sale Shares held by them, are entitled to attendand vote at this meeting and may appoint one or more proxies to attend and, on a poll, vote instead of them. Aproxy need not be a member of the Company.

2. Completion and return of the blue Form of Proxy will not preclude a shareholder from attending the meeting andvoting in person if they wish to do so.

3. A blue Form of Proxy is enclosed for use at this meeting. To be valid, completed Forms of Proxy must be returnedso as to arrive at the offices of the Company’s registrars, Computershare, using the pre-paid envelope providedwith this notice (for use in the UK only) or otherwise by post addressed to Computershare Investor Services PLC,The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, United Kingdom at least 48 hours before the time fixed for themeeting or (as the case may be) any adjournment of such meeting. Forms of Proxy returned by fax will not beaccepted. If using CREST, proxy instructions must be received by Computershare at least 48 hours before the timefixed for the meeting or (as the case may be) any adjournment of such meeting (see also note 7 below).Alternatively, the blue Form of Proxy may be handed to the Chairman of the Court Meeting before the start of theCourt Meeting on 16 August 2012 and will still be valid.

4. As an alternative to completing and returning the printed blue Form of Proxy, Scheme Shareholders may appoint aproxy electronically by registering with www.investorcentre.co.uk/eproxy where they will be asked to provide acontrol number, shareholder reference number and PIN, details of which can be found on the printed blue Form ofProxy. To be valid, the proxy must be registered electronically no later than 48 hours before the Court Meeting.

5. Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at themeeting and the number of votes which may be cast thereat will be determined by reference to the register ofmembers of the Company at 6.00 p.m. on 14 August 2012. Changes to entries on the register of members afterthat time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

6. In the case of joint holders of ordinary shares the vote of the senior shareholder who tenders a vote, whether inperson or by proxy, will be accepted to the exclusion of the other joint holder(s) and for this purpose seniority willbe determined by the order in which the names stand in the register of members of the Company in respect of therelevant joint holding.

7. Scheme Shareholders who hold shares through CREST and who wish to appoint a proxy or proxies for the meetingor any adjournment(s) by using the CREST electronic proxy appointment service may do so by utilising theprocedures described in the CREST Manual. CREST personal members or other CREST sponsored members, andthose CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor orvoting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message(a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear’s specificationsand must contain the information required for such instructions, as described in the CREST Manual. The message,regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previouslyappointed proxy, must, in order to be valid, be transmitted so as to be received by Computershare at least 48 hours

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before the time appointed for the meeting. For this purpose, the time of receipt will be taken to be the time (asdetermined by the timestamp applied to the message by the CREST Applications Host) from which Computershare areable to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change ofinstructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers, should note that Eurocleardoes not make available special procedures in CREST for any particular messages. Normal system timings andlimitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CRESTmember concerned to take (or, if the CREST member is a CREST personal member or sponsored member or hasappointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) suchaction as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particulartime. In this connection, CREST members and where applicable, their CREST sponsors or voting service providers arereferred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system andtimings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of theUncertificated Securities Regulations 2001.

PART TEN

NOTICE OF GENERAL MEETING

AEGIS GROUP PLC

Notice is hereby given that a general meeting of Aegis Group plc (the “Company”) will be heldat The Academy of Medical Sciences, 41 Portland Place, London W1B 1QH on 16 August 2012at 11.15 a.m. (or as soon thereafter as the meeting of the holders of Scheme Shares (as definedin the Scheme as referred to in paragraph (A) of the resolution set out below) convened for16 August 2012 at 11.00 a.m. on the same day and at the same place, by an order of the HighCourt of Justice, shall have concluded or been adjourned) for the purpose of considering and,if thought fit, passing the following resolution, which will be proposed as a special resolution.

SPECIAL RESOLUTION

THAT:

(A) the Scheme of Arrangement dated 23 July 2012 (the “Scheme”) between the Companyand the holders of Scheme Shares (as defined in the Scheme), a print of which has beenproduced to this meeting and for the purposes of identification has been signed by thechairman of this meeting, be and is hereby approved;

(B) for the purpose of giving effect to the Scheme in its original form or with or subject to anymodification, addition or condition approved or imposed by the Court:

(i) the share capital of the Company be reduced by cancelling and extinguishing allthe Scheme Shares (as defined in the Scheme);

(ii) forthwith and contingent on such reduction of capital taking place, the reservearising in the books of account of the Company as a result of the cancellation ofthe Scheme Shares be applied in paying up in full at par such number of newordinary shares of 5.5 pence each as shall be equal to the number of SchemeShares cancelled as aforesaid, which shall be allotted and issued, credited as fullypaid, to Dentsu and/or its nominee(s) in accordance with the Scheme; and

(iii) the directors of the Company be hereby authorised pursuant to and in accordancewith paragraphs 549 and 551 of the Companies Act 2006 to give effect to thisspecial resolution and accordingly to effect the allotment of the new ordinaryshares referred to in sub-paragraph (B)(ii) above, provided that (a) this authorityshall expire on the fifth anniversary of the date on which it is passed (unlesspreviously revoked, varied or renewed), (b) the maximum aggregate nominalamount of relevant securities which may be allotted hereunder shall be theaggregate nominal amount of the new ordinary shares created pursuant to sub-paragraph (B)(ii) above and (c) this authority shall be without prejudice and inaddition to any other authority under (or deemed to be given under) the saidparagraphs 549 and 551 previously granted and in force before the date on whichthis special resolution is passed;

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(C) forthwith upon the passing of this special resolution, the articles of association of theCompany be amended by the adoption and inclusion of the following new article 132:

“Shares not subject to Scheme of Arrangement

(a) In this article, references to the “Scheme” are to the Scheme of Arrangementbetween the Company and the holders of Scheme Shares (as defined in theScheme) dated 23 July 2012 (with or subject to any modification, addition orcondition approved or imposed by the Court) under Part 26 of the Companies Act2006 and terms defined in the Scheme shall have the same meanings in this article.

(b) Notwithstanding any other provision of these articles, if the Company issues anyshares (other than to Dentsu, any subsidiary of Dentsu, or any nominee of Dentsu(each a “Dentsu Company”)) on or after the date of the adoption of this article andprior to the “Scheme Record Time”, being 6.00 p.m. on the business day beforethe date of the hearing to confirm the reduction of capital in connection with theScheme, such shares shall be issued subject to the terms of the Scheme (and shallbe Scheme Shares for the purposes of the Scheme) and the holder or holders ofsuch shares shall be bound by the Scheme accordingly. For the purposes of thisarticle, a “business day” means a day (other than a Saturday, Sunday or public orbank holiday) on which clearing banks in London are generally open for normalbusiness.

(c) Notwithstanding any other provision of these articles, if any ordinary shares areissued to any person (a “new member”) at or after the Scheme Record Time theywill, provided that the Scheme has become effective, be immediately transferred,free of all encumbrances, to Dentsu or its nominee(s) (unless such shares areissued to a Dentsu Company or to its nominee(s)) in consideration of andconditional on the payment to the new member of the same cash consideration perordinary share as would have been payable to a holder of the Scheme Sharesunder the Scheme.

(d) On any reorganisation of, or material alteration to, the share capital of the Company(including, without limitation, any subdivision and/or consolidation), the amount ofconsideration per share to be paid under article 132(c) above shall be adjusted bythe Directors in such manner as the auditors of the Company may determine to beappropriate to reflect such reorganisation or alteration. References in this article toshares shall, following such adjustment, be construed accordingly.

(e) To give effect to any such transfer required by this article, the Company mayappoint any person as attorney to execute and deliver a form of transfer on behalfof the new member in favour of Dentsu or its nominee(s) and to do all such thingsand execute and deliver such documents as may, in the opinion of the attorney, benecessary or desirable to vest such shares in Dentsu and/or its nominee(s).Pending the registration of Dentsu or its nominee(s) as the holder of any share tobe transferred pursuant to this article, Dentsu shall be empowered to appoint aperson nominated by the directors to act as attorney on behalf of each holder ofany such share in accordance with such directions as Dentsu may give in relationto any dealings with or disposal of such share (or any interest therein), exercisingany rights attached thereto or receiving any distribution or other benefit accruing orpayable in respect thereof and the registered holder of such share shall exerciseall rights attaching thereto in accordance with the directions of Dentsu but nototherwise. The attorney shall be empowered to execute and deliver as transferor aform of transfer or other instrument or instruction of transfer on behalf of the new

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member (or any subsequent holder) in favour of Dentsu or its nominee(s) and theCompany may give a good receipt for the consideration for any such share andmay register Dentsu or its nominee(s) as holder thereof and issue to it certificatesfor the same. Dentsu shall procure that the requisite consideration as set out inarticle 132(c) above is settled with such new member within 14 days of the date onwhich such share is issued to the new member (or any subsequent holder).”

By Order of the Board Registered Office:

Andrew Moberly 10 Triton StreetCompany Secretary Regent’s Place

London NW1 3BF

Registered in England and Wales No. 1403668

23 July 2012

Notes:

1. Only holders of ordinary shares of 5.5 pence in the capital of the Company, other than Dentsu and members ofthe Dentsu Group, are entitled to attend and vote at this meeting and may appoint one or more proxies to attendand, on a poll, vote instead of them. A proxy need not be a member of the Company.

2. Completion and return of the purple Form of Proxy will not preclude a shareholder from attending the meeting andvoting in person if they wish to do so.

3. A purple Form of Proxy is enclosed for use at this meeting. To be valid, completed Forms of Proxy must be returnedso as to arrive at the offices of the Company’s registrars, Computershare, using the pre-paid envelope providedwith this notice (for use in the UK only) or otherwise by post addressed to Computershare Investor Services PLC,The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, United Kingdom at least 48 hours before the time fixed for themeeting or (as the case may be) any adjournment of such meeting. Forms of Proxy returned by fax will not beaccepted. If using CREST, proxy instructions must be received by Computershare at least 48 hours before the timefixed for the meeting or (as the case may be) any adjournment of such meeting (see also note 7 below).

4. As an alternative to completing and returning the printed purple Form of Proxy, Scheme Shareholders may appointa proxy electronically by registering with www.investorcentre.co.uk/eproxy where they will be asked to provide acontrol number, shareholder reference number and PIN, details of which can be found on the printed purple Formof Proxy. To be valid, the proxy must be registered electronically no later than 48 hours before the General Meeting.

5. Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at themeeting and the number of votes which may be cast thereat will be determined by reference to the register ofmembers of the Company at 6.00 p.m. on 14 August 2012. Changes to entries on the register of members afterthat time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

6. In the case of joint holders of ordinary shares the vote of the senior shareholder who tenders a vote, whether inperson or by proxy, will be accepted to the exclusion of the other joint holder(s) and for this purpose seniority willbe determined by the order in which the names stand in the register of members of the Company in respect of therelevant joint holding.

7. Scheme Shareholders who hold shares through CREST and who wish to appoint a proxy or proxies for the meetingor any adjournment(s) by using the CREST electronic proxy appointment service may do so by utilising theprocedures described in the CREST Manual. CREST personal members or other CREST sponsored members, andthose CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor orvoting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message(a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear’s specifications and mustcontain the information required for such instructions, as described in the CREST Manual. The message, regardless ofwhether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointedproxy, must, in order to be valid, be transmitted so as to be received by Computershare at least 48 hours before the timeappointed for the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by thetimestamp applied to the message by the CREST Applications Host) from which Computershare are able to retrieve themessage by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxiesappointed through CREST should be communicated to the appointee through other means.

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CREST members and, where applicable, their CREST sponsors or voting service providers, should note that Eurocleardoes not make available special procedures in CREST for any particular messages. Normal system timings andlimitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CRESTmember concerned to take (or, if the CREST member is a CREST personal member or sponsored member or hasappointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) suchaction as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particulartime. In this connection, CREST members and where applicable, their CREST sponsors or voting service providers arereferred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system andtimings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of theUncertificated Securities Regulations 2001.

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sterling 159194