MORGAN STANLEY & CO. INCORPORATED NIELSEN HOLDINGS N.V. [ ] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • January 10th, 2011 • Nielsen Holdings B.V. • Services-business services, nec • New York
Nielsen Holdings N.V., a Dutch public company with limited liability (naamloze vennootschap) (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ ] shares of common stock, par value EUR 0.07 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [ ] shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”. Prior to the execution and delivery of this Agreement, the following actions, among others, were effected by execution of one or more notarial deeds: (i) the increase of the authorized share capital of the Company from EUR
MORGAN STANLEY & CO. INCORPORATED NIELSEN HOLDINGS N.V. [ ]% Mandatory Convertible Subordinated Bonds due 2013 Underwriting AgreementUnderwriting Agreement • January 10th, 2011 • Nielsen Holdings B.V. • Services-business services, nec
