MORGAN STANLEY & CO. LLC NIELSEN HOLDINGS N.V. 30,000,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • March 26th, 2012 • Nielsen Holdings N.V. • Services-business services, nec • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of Nielsen Holdings N.V., a Dutch public company with limited liability (naamloze vennootschap) (the “Company”), propose to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 30,000,000 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 4,500,000 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.”
