G PLUS EUROPE LIMITED

G Plus Europe Limited

Berlin

Directors' report and financial statements 31 December 2012

Registered number: 4547776

Contents

Company Information

Directors' report

Statement of directors' responsibilities in respect of the Directors' report and the financial statements

Independent auditor report to the members of G Plus Europe Limited

Profit and loss account

Balance sheet

Reconciliation of movement in shareholders' funds

Statement of total recognised gains and losses

Notes

Company Information

Directors' report

The directors present their annual report and the audited financial statements for the year ended 31 December 2012.

Principal activities

The company's principal activity is EU political strategy, policy development and media relations.

Results

The profit and loss account is set out on page 7 and shows the profit for the year. The company has met the requirements in Companies Act 2006 to obtain exemption provided from the presentation of an enhanced business review.

Branches

The company has branches bases in Belgium, France and Germany out of which it operates.

Dividends

The directors have paid act interim dividend of £940,198 in respect of the year ended 3 I December 2012.

Directors

The directors who held office during the year were as follows:

Political and charitable contributions

The Company made no political contributions during the year (2011 - £NIL). Donations to charities amounted to £175 (2011 - £1,524).

Disclosure of Information to auditor

The directors who held office at the date of approval of this directors' report confirm that, so far as they are each aware, there is no relevant audit information of which the Company's auditor are individually unaware; and each director has taken all the steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the Company's auditor are aware of that information.

Auditor

In accordance with section 485 of the Companies Act 2006, a resolution for the re-appointment of KPMG Audit

Plc as auditor of the Company is to be proposed at the forthcoming Annual General Meeting.

By order of the board

239 Old Marylebone Road
London
NW1 5QT

Statement of directors' responsibilities in respect of the Directors' report and the financial statements

The directors are responsible for preparing the Directors' report and the financial statements in accordance with applicable laws and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with UK Accounting Standards and applicable law (UK Generally Accepted Accounting Practice).

Under Company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to:

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

KPMG Audit Plc
15 Canada Square
Canary Wharf
E14 5GL
London

Independent Auditor Report to the Members of G Plus Europe Limited

We have audited the financial statements of G Plus Europe Limited for the year ended 31 December 2012 set out on pages 7 to 19. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of directors and auditor

As explained more fully in the Statement of directors' responsibilities in respect of the Directors' report and the financial statements (set out on page 4), the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with relevant law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.

Scope of the audit of the financial statements

A description of the scope of an audit of financial statements is provided on the Financial Reporting Council's web-site at www.frc.org.uk/auditscopeukprivate.

Opinion on the financial statements

In our opinion the financial statements:

Opinion on other matter prescribed by the Companies Act 2006

In our opinion the information given in the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

Profit and loss account for the year ended 31 December 2012

The notes on pages 11 to 19 form an integral part of these financial statements.

Balance sheet as at 31 December 2012

These financial statements were approved by the board of directors on 14.05.2013 and were signed on its behalf by:

The notes on pages 11 to 19 form an integral part of these financial statements.

Reconciliation of movements in shareholders' funds for the year ended 31 December 2012

The notes on pages 11 to 19 form an integral part of these financial statements.

Statement of total recognised gains and losses for the year ended 31 December 2012

The notes on pages 11 to 19 form an integral part of these financial statements.

Notes

(forming part of the financial statements)

1 Accounting policies

The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the Company's financial statements.

Basis of preparation

The financial statements have been prepared in accordance with applicable accounting standards and under the historical cost accounting rules.

Turnover

Turnover represents sales to external customer at invoiced amounts less value added tax, local taxes on sales and trade discounts.

Fixed assets and depreciation

Depreciation is provided to write off the cost less the estimated residual value of tangible fixed assets by equal instalments over their estimated useful economic lives as follows:

Foreign currencies

Transactions in foreign currencies are recorded using the rate of exchange ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the rate of exchange ruling at the balance sheet date and the gains or losses on translation are included in the profit and loss account.

The results of overseas operations are translated at the average rates of exchange during the year and their balance sheets translated into sterling at the rates of exchange ruling on the balance sheet date. Exchange differences which arise from translation of the opening net assets and results of foreign operations are taken to reserves.

Leases

Assets acquired under finance leases are capitalised and the outstanding future lease obligations are shown in creditors. Operating lease rentals are charged to the profit and loss account on a straight line basis over the period of the lease.

Taxation

The charge for taxation is based on the result for the year and takes into account taxation deferred because of timing differences between the treatment of certain items for taxation and accounting purposes.

Deferred tax is recognised, without discounting, in respect of all timing differences between the treatment of certain items for taxation and accounting purposes which have arisen but not reversed by the balance sheet date, except as otherwise required by FRS 19.

Related party, disclosure

As the Company is a wholly owned subsidiary of G Plus Limited, the company has taken advantage of the exemption contained in FRS 3 and has therefore not disclosed transactions or balances with entities which form part of the group (or investees of the group qualifying as related parties). The consolidated financial statements of GPlus limited, within which this company is included, can be obtained from the address given in note 14.

Exemption from preparing a cash flow statement

Under Financial Reporting Standard ("FRS") 1 the Company is exempt from the requirement to prepare a cash flow statement on the grounds that it is a wholly owned subsidiary of GPlus Limited which includes the Company in its own published consolidated financial statements.

2 Profit on ordinary activities before taxation

Profit on ordinary activities before taxation is stated

after charging

after crediting

Auditor remuneration:

3 Staff numbers and costs

The average number of persons employed by the Company (including directors) during the year, analysed by category was as follows:

The aggregate payroll costs of these persons were as follows:

4 Other interest receivable and similar income

5 Taxation

Analysis of charge in period

Factors affecting current tax charge for the year

The current tax charge for the period is higher than (2011 - higher than) the standard rate of corporation tax in the UK of 24.5% (2011 - 26.5%).

The differences are explained below:

Accounting periods ending after the substantive enactment of the reduction to 24% and 23%

A reduction in the UK corporation tax rate from 26% to 25% (effective from 1 April 2012) was substantively enacted on 5 July 2011, and further reductions to 24% (effective from 1 April 2012) and 23% (effective from I April 2013) were substantively enacted on 26 March 2012 and 3 July 2012 respectively. This will reduce the company's future current tax charge accordingly. The deferred tax asset at 31 December 2012 has been calculated based on the rate of 23% substantively enacted at the balance sheet date.

The March 2013 Budget announced that the rate will further reduce to 20% by 2015 in addition to the planned reduction to 21% by 2014 previously announced in the December 2012 Autumn Statement. It has not yet been possible to quantify the full anticipated effect of the announced further 3% rate reduction, although this will further reduce the company's future current tax charge and reduce the company's deferred tax asset accordingly.

6 Dividends and other appropriations

Dividends on shares classified as shareholders' funds:

7 Tangible fixed assets

8 Debtors

The Company participates in a cash concentration arrangement with its fellow subsidiary, Omnicom Finance plc, the Omnicom Europe Limited group's UK treasury operation, under which bank balances are cleared to zero on a daily basis either by the Company depositing cash with Omnicom Finance plc or by Omnicom Finance plc depositing cash with the Company. Included in Amounts owed by group undertakings - loans and advances is £502,789 (2011: £722,702) representing cash deposited by the Company under these arrangements.

9 Creditors: Amounts falling due within one year

10 Called up share capital

11 Reserves

12 Commitments

Annual commitments under non-cancellable operating leases are as follows:

13 Related party disclosures

Other related party transactions

During the year, DAS France Limited, a Company ultimately controlled by Omnicom Group Inc, provided consultancy services amounting to £38,346 (2011 - £157,616) in the normal course of business. There was no outstanding balance at the year end (2011- £Nil).

During the year Batten and Company, a Company ultimately controlled by Omnicom Group Inc, recharged rent and other expenses to the Company totalling £16,068 (2011 - £3,046) in the normal course of business. There was no outstanding balance at the year end (2011- £Nil).

During the year TBWA, a Company ultimately controlled by Omnicom Group Inc, recharged rent and other expenses to the Company totalling £1,200 (2011 - £Nil) in the normal course of business. There was no outstanding balance at the year end (2011- £Nil).

During the year the Company received accountancy services to a value of £3,827 (2011 - £3,232) from Omnicom Group Inc.

The balances owed by Omnicom Finance plc in relation to the cash pooling arrangement amounted to £502,789 (2011 - £722,702).

During the year the Company and its subsidiary provided consultancy services in the normal course of business to Companies ultimately controlled by Omnicom group Inc. The names of the related parties, the aggregrate value of the transactions, and the amounts outstanding at the year end were as follows:

14 Ultimate parent company

The Company is a subsidiary undertaking of Omnicom Group Inc. incorporated in the United States of America.

The largest group in which the results of the Company are consolidated is that headed by Omnicom Group Inc. The consolidated accounts of this Company are available to the public and may be obtained from Omnicom Group Inc, 437 Madison Avenue, New York, NY10022, USA.

The annual financial statements as of 31 December 2012 of the company G PLUS Europe Limited, London, were approved by the shareholders in the shareholders' meeting on 18 June 2013.

Der Jahresabschluss zum 31. Dezember 2012 der Firma G PLUS Europe Limited, London, wurde durch die Gesellschafter mit Beschluss vom 18. Juni 2013 festgestellt.