| 1 | Adopt the Dutch statutory annual accounts and articles of association for 2012 and authorize the preparation of Dutch Annual Accounts and the annual report of the Board in the English language. | For |
| 2 | Discharge the Board | For |
| 3a | Re-elect David L. Calhoun | For |
| 3b | Re-elect James A. Attwood, Jr. | For |
| 3c | Re-elect Richard J. Bressler | For |
| 3d | Re-elect Patrick Healy | For |
| 3e | Re-elect Karen M. Hoguet | For |
| 3f | Re-elect James M. Kilts | For |
| 3g | Re-elect Alexander Navab | For |
| 3h | Re-elect Robert Pozen | For |
| 3i | Re-elect Vivek Ranadivé | For |
| 3j | Re-elect Robert Reid | Oppose |
| 3k | Re-elect Javier G. Teruel | For |
| 4 | Ratify the appointment of the auditors | For |
| 5 | Appoint Ernst & Young Accountants LLP | For |
| 6 | Approval the amended and restated Nielsen Holdings 2010 Stock Incentive Plan | Oppose |
| 7 | Approve the extension of the authority of the Board of Directors to repurchase shares | For |
| 8 | Advisory vote to approve Executive Compensation | Oppose |
