NIELSEN N.V. 20,000,000 Shares of Common Stock Underwriting AgreementNielsen N.V. • December 16th, 2014 • Services-business services, nec • New York
The stockholder named in Schedule 2 hereto (the “Selling Stockholder”) of Nielsen 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 20,000,000 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 Underwriter, up to an additional 3,000,000 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.”
