0001193805-15-001054 Sample Contracts

AMENDED AND RESTATED DEPOSIT AGREEMENT
Deposit Agreement • June 26th, 2015 • Citibank,N.A./ADR • Miscellaneous publishing • Ohio

AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of August 1, 2014, by and among (i) REED ELSEVIER N.V., incorporated under the laws of The Netherlands, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

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RELX N.V. AND CITIBANK, N.A., As Depositary, AND ALL HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES OUTSTANDING UNDER THE TERMS OF THE AMENDED AND RESTATED DEPOSIT AGREEMENT, DATED AS OF AUGUST 1, 2014
Deposit Agreement • June 26th, 2015 • Citibank,N.A./ADR • Miscellaneous publishing • New York

AMENDMENT NO. 1 TO AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of July 1, 2015 (the "Amendment"), by and among RELX N.V. (formerly known as “Reed Elsevier N.V.”), a company incorporated under the laws of The Netherlands (the "Company"), Citibank, N.A., a national banking association organized under the laws of the United States of America (the "Depositary"), and all Holders and Beneficial Owners from time to time of American Depositary Shares outstanding under the Amended and Restated Deposit Agreement, dated as of August 1, 2014.

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