0001193125-13-455031 Sample Contracts

NIELSEN HOLDINGS N.V. 30,000,000 Shares of Common Stock Underwriting Agreement
Underwriting Agreement • November 26th, 2013 • Nielsen Holdings N.V. • Services-business services, nec • New York

The stockholder named in Schedule 2 hereto (the “Selling Stockholder”) of Nielsen Holdings N.V., a Dutch public company with limited liability (naamloze vennootschap) (the “Company”), proposes to sell to the Underwriter named in Schedule 1 hereto (the “Underwriter” or “you”) an aggregate of 30,000,000 shares of common stock, par value EUR 0.07 per share (the “Common Stock”), of the Company (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.”

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