LONDON (AP) _ Shareholders in the advertising giant Saatchi & Saatchi Co. PLC approved a share restructuring proposal Wednesday.

Chairman Maurice Saatchi also announced that the company's chief operating officer, Charles Scott, will succeed chief executive officer Robert Louis Dreyfus, who plans to step down next year.

Scott was promoted from finance director in July.

Dreyfus told the annual meeting it appeared the ''worst is over'' in the beleaguered advertising industry but added there has been ''no real sign of upturn in client expenditure and there still remain many uncertainties about the pace of world recovery.''

He said the company expects revenues in 1992 to be ''little different'' from the year before when Saatchi lost about $114 million even though it has signed more new business this year than in the two previous years.

At a special meeting held just after the annual meeting, shareholders voted to consolidate and to subdivide the company's 1.5 billion ordinary shares.

The consolidation, which gives shareholders one new ordinary share for every 10 existing ordinary shares, will make the shares easier to trade.

The large number of shares were ''administratively inconvenient'' for traders, Saatchi said last month when it announced the consolidation proposal.

The new consolidated shares begin trading on June 15.