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Taylor Nelson Sofres (TNS)

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Tuesday 06 May, 2008

Taylor Nelson Sofres

Offer Rejection

Taylor Nelson Sofres PLC
06 May 2008


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION INCLUDING
AUSTRALIA, CANADA, JAPAN AND THE UNITED STATES


                             FOR IMMEDIATE RELEASE

06 May 2008

                        Taylor Nelson Sofres plc ("TNS")

The Board of TNS notes the announcement made this morning by WPP Group PLC 
("WPP") in response to TNS's rejection of WPP's unsolicited proposal for TNS
made on 3 May 2008 (the "Proposal").  As announced on 4 May the Board of TNS met
to consider the Proposal and unanimously rejected the Proposal on the basis that
it substantially undervalues the company even on a standalone basis.

In accordance with Rule 2.10 of the Takeover Code, as at 6 May 2008, TNS had
412,408,252 ordinary shares of 5 pence in issue excluding shares held in
treasury. The ISIN reference for these securities is GB0001915395.

Enquiries:

Press enquiries to Brunswick                         +44 7834 502430
David Yelland

TNS                                                  +44 20 8967 1584
Janis Parks, Head of Investor Relations

Deutsche Bank (Lead financial advisor to TNS)        +44 20 7545 8000
Kristian Bagger
Gavin Deane

JPMorgan Cazenove (Financial advisor to TNS)         +44 20 7588 2828
Hugo Baring

Deutsche Bank (Joint corporate broker to TNS)        +44 20 7545 8000
Charles Wilkinson

JPMorgan Cazenove (Joint corporate broker to TNS)    +44 20 7588 2828
Malcolm Moir


Deutsche Bank AG is authorised under German Banking Law (competent authority:
BaFin - Federal Financial Supervising Authority) and regulated by the Financial
Services Authority for the conduct of UK business.  Deutsche Bank AG is acting
as lead financial adviser and also as joint corporate broker to TNS, and no-one
else in connection with the Proposal and possible merger with GfK AG and will
not be responsible to anyone other than TNS for providing the protections
afforded to the clients of Deutsche Bank AG nor for providing advice in relation
to the Proposal or any matter referred to herein.

JPMorgan Cazenove, which is regulated in the United Kingdom by the Financial
Services Authority, is acting as financial adviser and joint corporate broker to
TNS no-one else in connection with the Proposal and will not be responsible to
anyone other than TNS for providing the protections afforded to customers of
JPMorgan Cazenove or for providing advice in relation to the Proposal or any
other matter referred to herein.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any
person is, or becomes, "interested" (directly or indirectly) in 1% or more of
any class of "relevant securities" of TNS or WPP, all "dealings" in any
"relevant securities" of that company (including by means of an option in
respect of, or a derivative referenced to, any such "relevant securities") must
be publicly disclosed by no later than 3.30 pm (London time) on the London
business day following the date of the relevant transaction. This requirement
will continue until the date on which the offer becomes, or is declared,
unconditional as to acceptances, lapses or is otherwise withdrawn or on which
the "offer period" otherwise ends. If two or more persons act together pursuant
to an agreement or understanding, whether formal or informal, to acquire an 
"interest" in "relevant securities" of TNS or WPP, they will be deemed to be a
single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of TNS or WPP by TNS or WPP, or by any of their respective
"associates", must be disclosed by no later than 12.00 noon (London time) on the
London business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanelorg.uk.

"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option
in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a "dealing" under Rule 8, you should consult the Panel.



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