| 1 | Adopt the Dutch statutory annual accounts and articles of association for 2013 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 James A. Attwood, Jr. | For |
| 3b | Re-elect David L. Calhoun | For |
| 3c | Re-elect Karen M. Hoguet | For |
| 3d | Re-elect James M. Kilts | For |
| 3e | Re-elect Alexander Navab | For |
| 3f | Re-elect Robert Pozen | For |
| 3g | Re-elect Vivek Ranadivé | For |
| 3h | Elect Ganesh Rao | For |
| 3i | Re-elect Javier G. Teruel | For |
| 4 | Ratify the appointment of the auditors | For |
| 5 | Appoint the Ernst and Young LLP as the auditor for the Company's Dutch statutory accounts for the year ending December 31, 2014. | For |
| 6 | Approval of the Nielsen Holdings Executive Annual Incentive Plan | Oppose |
| 7 | Approve the extension of the authority of the Board of Directors to repurchase shares | For |
| 8 | Approve the Name Change | For |
| 9 | Advisory vote to approve Executive Compensation | Oppose |
