Exhibit 10.1

RULES OF THE

REED ELSEVIER GROUP PLC

EXECUTIVE SHARE OPTION SCHEME 2013

Adopted by the directors of Reed Elsevier Group plc on 25 April 2013

Approved by the shareholders of Reed Elsevier PLC in general meeting on 25 April 2013

Approved by the shareholders of Reed Elsevier NV in general meeting on 24 April 2013

HM Revenue & Customs Approval to Schedule 1 – 9 May 2013

HM Revenue & Customs Reference – X110734

Freshfields Bruckhaus Deringer LLP

THE REED ELSEVIER GROUP PLC

EXECUTIVE SHARE OPTION SCHEME 2013

1. D EFINITIONS

1.1 In these Rules and the schedules and appendices to these Rules (each a Schedule or Appendix , as the case may be), unless the context otherwise requires, the following words and expressions have the following meanings:

Adoption Date means 25 April 2013 being the date approval of the Scheme by shareholders of both Qualifying Companies is obtained;

Board means the board of directors for the time being of the Company;

Capital Reorganisation means any variation in the share capital or reserves of a Qualifying Company (including, without limitation, by way of capitalisation, rights issue, consolidation, sub-division, or reduction);

Committee means the remuneration committee of the Board, or other duly authorised committee of the Board;

Company means Reed Elsevier Group plc registered in England No. 2746616 by whatever name known from time to time;

Constituent Company means the Company or any other company to which, for the time being, the Scheme is expressed to extend;

Control has the meaning given to it by section 995 of the Income Tax Act 2007;

Date of Grant means the date on which an Option is granted in accordance with the terms of Rule 4;

Dealing Day means any day on which the London Stock Exchange and the Amsterdam Stock Exchange are open for the transaction of business;

Dealing Restrictions means any restrictions on, or requirement for approvals for, dealing in Shares whether under the Company’s, RE PLC’s or RE NV’s share dealing rules (as applicable), the provisions of the Model Code for Securities Transactions by Directors of Listed Companies, the provisions of the Listing Rules of the UK Listing Authority or the City Code on Takeovers and Mergers or any of their equivalents in any applicable jurisdiction;

Dutch Share means an ordinary share in the capital of RE NV or shares representing those shares following any Capital Reorganisation of RE NV and includes an American Depositary Share representing a Dutch Share;

Employee means any employee (including an executive director) or a corporate officer of any Constituent Company;

Employees’ Share Scheme has the meaning given by section 1166 of the Companies Act 2006 but for these purposes the Qualifying Companies will be treated as holding companies of the Company;

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Financial Year means an accounting reference period as determined in accordance with section 391 of the Companies Act 2006;

Group means the Company and every company which is under the Control of the Company and member of the Group will be construed accordingly;

ITEPA means the Income Tax (Earnings and Pensions) Act 2003;

Market Value means:

provided always that Market Value for a Dutch Share will be determined by reference to the same Dealing Days as are used to determine Market Value for a UK Share;

Normal Vesting Date means the date on which an Option Vests in the ordinary course which:

Option means the right granted to a Participant on any particular Date of Grant to acquire Shares in accordance with the Rules of the Scheme;

Option Price means the price per Share payable on the exercise of an Option as determined by the Committee which, subject to adjustment under Rule 16, is not less than the Market Value of a Share on the Date of Grant;

Participant means any person who has been granted an Option which has not lapsed in accordance with the provisions of these Rules and includes, where the context permits, the legal personal representatives of a deceased Participant;

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Performance Condition means the objective condition or conditions determined by the Committee in accordance with Rule 5, measured after the end of the Performance Period or such other period as may be permitted under the Rules, which must be satisfied in order for an Option to Vest;

Performance Period means the period after which the Performance Condition is measured which will be, unless the Committee determines otherwise at the Date of Grant or as otherwise provided in the Rules, the period of three consecutive Financial Years of the Company starting with the Financial Year in which the Date of Grant falls;

Pro-rated Number means such whole number of Shares (rounded down, as necessary) as is determined by multiplying the number of Shares comprised in an Option by A/B where (i) for the purposes of Rule 8 (Cessation of Employment), A is the number of complete months from the start of the Financial Year in which the Option was granted to the Termination Date, but not exceeding the number of complete months in the Performance Period and B is the number of complete months in the Performance Period and (ii) for the purposes of Rule 11 (Change of Control of a Qualifying Company), A is the number of complete months from the start of the Financial Year in which the Option was granted to the relevant event, but not exceeding the number of complete months in the Performance Period and B is the number of complete months in the Performance Period. For the purposes of this definition, the Performance Period will be the period determined by the Committee at the Date of Grant;

Qualifying Company means each of RE PLC and RE NV;

RE NV means Reed Elsevier NV;

RE PLC means Reed Elsevier PLC;

Rules means these Scheme rules and any reference to a Rule will be construed accordingly;

Scheme means this Reed Elsevier Group plc Executive Share Option Scheme 2013 as amended from time to time;

Share means a UK Share and/or a Dutch Share as the context may require and Shareholder will be construed accordingly;

Termination Date means the date on which a Participant ceases to be an Employee;

UK Share means an ordinary share in the capital of RE PLC or shares representing those shares following any Capital Reorganisation of RE PLC and includes an American Depositary Share representing a UK Share;

US Participant means a Participant who is subject to United States taxation under United States law including by reason of being a United States national, or resident in the United States for United States tax purposes;

Vest means, in respect of any Option, becoming capable of exercise and Vested and Vesting will be construed accordingly; and

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Vesting Date means the Normal Vesting Date or such other date upon which an Option Vests in accordance with the Rules.

1.2 Where the context permits, the singular will include the plural and vice versa and the masculine will include the feminine. Headings will be ignored in construing the Scheme.

1.3 Any references to a statutory provision will include that provision as it may from time to time be amended, modified or re-enacted.

2. E LIGIBILITY

2.1 No person will be entitled as of right to participate in the Scheme. The Committee may select any Employee to participate in the Scheme, except any Employee who is under notice of termination of employment at the Date of Grant, unless the Committee determines otherwise.

3. I NDIVIDUAL L IMIT

3.1 The Committee may not grant an Option to an Employee if the Option Price of that Option when aggregated with the Option Price of any other Options granted to that Employee under the Scheme in the same Financial Year exceeds:

4. G RANT OF O PTIONS

4.1 Subject to any Dealing Restrictions, the Committee may, during any period specified in Rule 4.3 below, grant Options at the Option Price to any Employees selected by the Committee.

4.2 Options will be granted by deed. Each Participant will receive information (electronically or in hard copy) following the Date of Grant summarising the main terms of the Option. This summary may include the following information:

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4.3 Options may only be granted within the period of 42 days commencing on any of the following:

5. P ERFORMANCE AND O THER C ONDITIONS

5.1 Any Option granted to an executive director of the Company or a Qualifying Company will be subject to Performance Conditions which, unless otherwise permitted in the Rules, must be satisfied before the Vesting of the Option. Options granted in 2013 under the Scheme to executive directors will be subject to the Performance Condition as set out in the Appendix. Options granted in 2014 and subsequent years to executive directors will be subject to a Performance Condition as determined by the Committee at the relevant Date of Grant.

5.2 The Committee may grant Options which are subject to Performance Conditions to Participants who are not executive directors of the Company or a Qualifying Company.

5.3 The Committee may make the grant or Vesting of Options subject to any other conditions it determines appropriate including, but not limited to, requiring a Participant to agree to comply with certain post-employment restrictive covenants, to meet shareholding requirements or to agree to post-exercise sale restrictions.

5.4 The Committee may make such adjustments to the Performance Condition applicable to outstanding Options as it considers appropriate to take account of any factors which are relevant in the opinion of the Committee and in particular if there is an event which causes it to consider that the Performance Condition, or any part of it, is no longer a fair measure of performance. The amended Performance Condition will not be materially less or more challenging than the one originally set.

5.5 Where an Option is granted subject to Performance Conditions, in determining the level of Vesting of an Option under the Scheme, the Committee will take into account the overall business performance of the Qualifying Companies and the Group over the Performance Period and any other factors that it considers appropriate and may modify the Vesting level if it considers that such a modification would result in a fairer outcome. In exercising any such discretion, the Committee will have due regard to the value created for Shareholders and the underlying business performance.

5.6 Without prejudice to Rule 5.4 and Rule 5.5, there will be no retesting of any Performance Condition.

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6. N ORMAL V ESTING OF O PTIONS

6.1 Except as otherwise permitted in the Rules, the number of Shares, if any, in respect of which an Option will Vest on the Normal Vesting Date will be determined by the Committee by reference to the extent to which (i) any Performance Condition has been satisfied and (ii) any other conditions to which the Option is subject have been satisfied or waived in accordance with these Rules.

7. E XERCISE OF O PTIONS

7.1 Except as otherwise permitted in these Rules, a Participant may only exercise an Option if:

7.2 Subject to any Dealing Restrictions, a Participant may exercise his Option in whole or in part by giving notice in the manner prescribed by the Company following the Vesting Date. The Participant will specify in the notice of exercise the number of Shares in respect of which the Option is being exercised and will provide any required documentation and payment of the Option Price (or appropriate undertaking to pay the Option Price) in respect of the Shares over which the Option is being exercised. A notice of exercise will take effect on the date it is validly received by the Company or if there are Dealing Restrictions in place on that date, such later date when all Dealing Restrictions have lifted.

7.3 The Company will, within 30 days of receipt of the notice of exercise and payment of (or undertaking to provide) the aggregate Option Price:

8. C ESSATION OF E MPLOYMENT

Participant gives or receives notice

8.1 Except as otherwise provided in these Rules, in the event that a Participant gives or receives notice of termination of employment for any reason other than those set out in Rule 8.2 (Approved Leaver), an Option (whether Vested or not) will automatically lapse on the date on which notice is given or received.

Approved Leaver

8.2 Except as otherwise provided in these Rules, if a Participant ceases to be an Employee before the Normal Vesting Date by reason of:

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Rule 8.3 will apply to his Options which are not subject to a Performance Condition and Rule 8.4 will apply to the Participant’s Options which are subject to a Performance Condition.

8.3 Where this Rule applies, a Participant’s Option will vest on the Termination Date over a Pro-rated Number of Shares and will lapse as to the balance on the Termination Date.

8.4 Where this Rule applies, a Participant’s Option will continue in force over a Pro-rated Number of Shares and will lapse as to the balance on the Termination Date. The Option over the pro-rated Number of Shares will Vest on the Normal Vesting Date to the extent any Performance Condition is satisfied and will lapse as to the balance on the Normal Vesting Date.

8.5 The Committee has discretion to vary the application of Rule 8.4 and determine that an Option will instead Vest as at the Termination Date over a Pro-rated Number of Shares to the extent any Performance Condition is satisfied. The Performance Condition will be assessed based on progress made against targets at the Termination Date as determined by the Committee in its absolute discretion. Such determination will take place as soon as reasonably practicable after the Termination Date and to the extent that an Option does not Vest as at the Termination Date, it will immediately lapse.

8.6 If Rule 8.2 applies, the Committee also has discretion, if it considers it appropriate in the particular circumstances, to determine that an Award will Vest on some other basis.

Exercise Period – Approved Leaver

8.7 A Participant (or in the case of a Participant’s death his personal representatives) may exercise any Option which Vests pursuant to this Rule 8 (and any other Vested Options held by him at the Termination Date to the extent not previously exercised) at any time in the period of two years following the later of the Vesting Date and the Termination Date or, if the Committee (acting fairly and reasonably) in its absolute discretion determines any longer period of up to 42 months from the later of the Vesting Date and the Termination Date (but not beyond the tenth anniversary of the Date of Grant). Any Option will lapse automatically at the expiry of the specified period to the extent it has not been exercised.

Intra-Group Transfer of Employment

8.8 For the avoidance of doubt, a Participant will not cease to be an Employee for the purposes of this Rule 8 if he ceases to be employed by a Constituent Company but continues to be or is immediately afterwards employed by another Constituent Company.

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9. L APSE OF O PTIONS

9.1 An Option will lapse automatically to the extent that it has not been exercised by the earliest of:

9.2 In the case of Rule 9.1(c), Rule 9.1(e) and Rule 9.1(g) above, where any exercise of an Option would be prohibited by any Dealing Restrictions, the period during which the Participant may exercise such Option and the date on which the Option lapses will be extended by the period of the prohibition provided always that an Option may not be exercised after the expiry of the tenth anniversary of the Date of Grant save as expressly provided in Rule 9.1(g).

10. C LAW - BACK A RRANGEMENTS

Breach of Restrictive Covenants

10.1 If a Participant breaches any term of his post-termination restrictive covenants (such breach to be determined by the Committee acting fairly and reasonably), any unexercised Options (whether Vested or not) held by him will lapse on the date of the Committee’s determination as to the breach and the Committee may require him to pay to the Company or any other member of the Group, within seven days after a written demand from the Company, the Relevant Amount (as defined in Rule 10.2 below).

10.2 The Relevant Amount is an amount equal to A minus both B and C where:

A is an amount equal to the pre-tax gain realised by the Participant on the exercise of any Options in the period beginning six months before the Termination Date and ending on such date as the Participant’s post-termination restrictive covenants are stated to expire. For these purposes,

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the gain will be the market value of the Shares acquired by the Participant on the exercise of the Option (as determined by the Committee) net of the aggregate Option Price paid to acquire such Shares, and such gain will be determined irrespective of whether the Participant has sold or retained the Shares so acquired;

B is an amount equal to the tax and social security charges and liabilities incurred by the Participant in respect of A which the Participant is unable to recover or for which he is otherwise unable to claim relief from the applicable tax authority notwithstanding his obligation to make a payment pursuant to Rule 10.1; and

C is the amount of any Claw-back Amount (as defined in Rule 10.4) paid by the Participant.

Grant or Vesting Determined on the Basis of Materially Mis-stated Data

10.3 If the Committee, at any time up to two years after the Date of Grant, considers in good faith that the number of Shares under an Option was determined on the basis of materially mis-stated financial or other data or, in respect of Options subject to Performance Conditions, at any time up to two years after the Vesting Date considers in good faith that those Performance Conditions were assessed on the basis of materially mis-stated financial or other data (in each case, the Incorrect Option ), it will, unless determined otherwise at the sole discretion of the Committee, recover the Claw-back Amount (as defined in Rule 10.4 below) by taking one or more of the following actions:

10.4 The Claw-back Amount is the difference in value between (i) the Incorrect Option and (ii) the Option that could or would have Vested (if at all) had the correct data been used, as determined by the Committee acting fairly and reasonably. This may be expressed as a number of Shares or a monetary amount or a combination thereof as the Committee considers appropriate. In determining the Claw-back Amount, the Committee may take into account such matters as it sees fit including, but not limited to:

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10.5 By accepting an Option, a Participant will be bound by this Rule 10 notwithstanding (i) that it may only be applicable after the transfer of Shares pursuant to the exercise of an Option under these Rules and (ii) whether or not all or any of the terms of this Rule 10 have been separately notified to each Participant.

11. C HANGE OF C ONTROL OF A Q UALIFYING C OMPANY

11.1 Except as otherwise provided in these Rules, if any person:

then any Options over Shares in that Qualifying Company (but not those in the other Qualifying Company) will subject to satisfaction of any Performance Condition Vest in respect of the Pro-rated Number and may be exercised for the period of 30 days following the relevant event (or such longer period as the Committee may in its absolute discretion determine including, if the Committee determines it appropriate, a period starting shortly before the relevant event). The Performance Condition will be assessed based on progress made against targets as at the date of the relevant event as determined by the Committee in its absolute discretion.

11.2 Any Option over Shares in the Qualifying Company to which Rule 11 applies which does not Vest as a result of the relevant event will lapse on the relevant event. For the avoidance of doubt, any Option over Shares in the other Qualifying Company will continue in force subject to the Rules.

12. C HANGE OF C ONTROL OF THE C OMPANY

Except as otherwise provided in these Rules, the provisions of Rule 11 (Change of Control of a Qualifying Company) will apply with any necessary changes in the event that any person (either alone or together with any person acting in concert with him) obtains Control of the Company and the Shares under Option which may Vest as a result of the relevant event will be Shares in both Qualifying Companies.

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13. I NTERNAL R EORGANISATION

13.1 Rule 11 and Rule 12 will not apply if the purpose and effect of the change of Control or scheme of arrangement is:

13.3 The Committee may vary the application of this Rule 13 so that it applies to Options over Shares in both Qualifying Companies or over Shares in only one Qualifying Company.

13.4 Where this Rule 13 applies, a Participant will not be treated as ceasing to be an Employee until he ceases to be employed by a company which is either the relevant holding company or a subsidiary of the holding company (within the meaning of section 1159 of the Companies Act 2006).

14. R OLLOVER ON A C HANGE OF C ONTROL

14.1 The Committee may determine that Rule 11 or Rule 12 will not apply on a change of Control of a Qualifying Company or the Company (as applicable) and may, with the consent of the person obtaining Control, (i) determine that the Options will be rolled over in accordance with either the provisions of Rule 13.2 or Rule 14.2 or (ii) allow the Participants to choose between the Vesting of Options (if at all) under Rule 11 or Rule 12 as applicable and rollover in accordance with, as determined by the Committee, Rule 13.2 or Rule 14.2.

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14.2 The Committee can determine that Options are rolled over in accordance with the following terms:

14.3 For the avoidance of doubt, in Rule 11, Rule 12, Rule 13 and Rule 14, “Committee” means the Committee as constituted immediately before the event by virtue of which the applicable Rule applies.

15. V OLUNTARY W INDING U P

The provisions of Rule 11 will apply with such changes as may be necessary in the event that notice is duly given of a resolution for a voluntary winding up of a Qualifying Company PROVIDED THAT , all references in that Rule to the date of the relevant event will be treated as references to the date on which notice is given for the voluntary winding-up of a Qualifying Company.

16. A DJUSTMENT OF O PTIONS

16.1 In the event of:

the Option Price, the definition of Shares and the number of Shares comprised in an Option may be adjusted in such manner as the Committee may determine, provided that no adjustment will be made pursuant to this Rule which would increase the aggregate Option Price of any Option.

17. S OURCE OF S HARES

17.1 An Option may be satisfied by the issue or transfer of Shares.

17.2 No Option will be granted under the Scheme to the extent that the result of that grant would be that the aggregate number of UK Shares that could be issued on the exercise of that Option and any other Option granted at the same time, when added to the number of UK Shares that:

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would exceed 10 per cent. of the ordinary share capital of RE PLC for the time being in issue.

17.3 No Option may be granted under the Scheme to the extent that the result of that grant would be that the aggregate number of UK Shares that could be issued on the exercise of that Option and any other Option granted at the same time, when added to the number of UK Shares that:

would exceed 5 per cent. of the ordinary share capital of RE PLC for the time being in issue.

17.4 Reference in this Rule 17 to the issue of Shares means, for the avoidance of doubt, the issue and allotment (but not transfer) of Shares. The delivery of Shares from treasury also counts towards the percentage limits set out in Rules 17.2 and 17.3 above for so long as institutional shareholder guidelines recommend this.

17.5 In determining the above limits no account will be taken of any Shares attributable to an Option which was released, lapsed or otherwise became incapable of exercise.

17.6 The number of Dutch Shares which may be issued pursuant to Options granted under the Scheme from time to time will be agreed between the Committee and RE NV before such Options are granted PROVIDED THAT the percentage referred to in Rules 17.2 and 17.3 above in relation to RE PLC will apply in relation to RE NV.

18. R IGHTS ATTACHING TO S HARES

18.1 All Shares transferred or issued upon the exercise of an Option will rank pari passu in all respects with the Shares in issue at the date of exercise except in respect of any rights attaching to such Shares by reference to a record date before the date of exercise.

18.2 Any Shares acquired by a Participant under this Scheme will be subject to the articles of association of the relevant Qualifying Company from time to time.

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19. A DMINISTRATION AND AMENDMENT

19.1 The decision of the Committee will be final and binding in all matters relating to the Scheme including the exercise of any discretion under these Rules, the interpretation of the Rules and any dispute relating to any matter in connection with the Rules.

19.2 The Committee may at any time discontinue the grant of further Options or amend any of the provisions of the Scheme in any way it thinks fit provided that:

without the prior approval of RE PLC (and if appropriate RE NV) in general meeting except (a) in the case of minor amendments to benefit the administration of the Scheme, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Employees and/or Participants or any Qualifying Company or member of the Group or (b) as otherwise permitted under these Rules; and

19.3 Notwithstanding any other provision of the Scheme, the Committee may make appropriate amendments to the Scheme and/or establish schedules to the Scheme for the purpose of granting Options to Employees, based on the Scheme but modified to take account of such factors as the Committee determines appropriate including, but not limited to, local tax, exchange control or securities laws in any territory.

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20. G ENERAL

Trustee Funding

20.1 Any member of the Group may provide money to the trustee or trustees of any trust or any other person or persons to enable any such person or persons to acquire or subscribe for Shares to be held for the purposes of satisfying Options or enter into any guarantee or indemnity for those purposes, to the extent permitted by the Companies Act 2006.

Discretionary Nature of the Scheme

20.2 Subject to Rule 20.5, the rights and obligations of a Participant under the terms and conditions of his office or employment will not be affected by his participation in the Scheme or any right he may have to participate in the Scheme.

20.3 Participation in the Scheme does not imply any right to receive Options on the same or any other basis in any other year.

20.4 The terms of the Scheme do not entitle the Participant to the exercise of any discretion in his favour.

20.5 Each Participant waives all and any rights to compensation or damages in consequence of the termination of his office or employment with any member of the Group or Qualifying Company for any reason whatsoever (whether such cessation is lawful or unlawful) insofar as those rights arise, or may arise, from his ceasing to have rights or be entitled to Shares under the Scheme as a result of such termination or from the loss or diminution in value of such rights or entitlements. If necessary, the Participant’s terms of employment will be varied accordingly.

Changes to a Qualifying Company’s capital structure

20.6 The existence of any Option will not affect in any way the right or power of the Company, the Qualifying Companies or their Shareholders to make or authorise any or all adjustments, recapitalisations, reorganisations or other changes in the Company’s or either of the Qualifying Company’s capital structure, or any merger or consolidation of the Company or Qualifying Companies, or any issue of shares, bonds, debentures, preferred or prior preference stocks ahead of or convertible into, or otherwise affecting the Shares or the rights thereof, or the dissolution or liquidation of the Company or Qualifying Companies or any sale or transfer of all or any part of their assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

Notices

20.7 Any notice or other document which has to be given to a Participant under or in connection with the Scheme may be (i) delivered or sent by post to him at his home address according to the records of his employing company, (ii) sent by email or fax to any email address or fax number according to the records of his employing company or, in either case, such other address as may appear to the Company to be appropriate, or (iii) provided electronically through a website hosted by the Company or an agent of the Company, provided that the Participant is notified by email, fax or post that such notice or document has been or will be provided in this manner.

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20.8 Notices sent by post to a Participant in the UK or US will be deemed to have been given two days after the date of posting. However, notices sent to a Participant in other countries will be deemed to have been given on the seventh day after the date of posting.

20.9 Notices sent by email or fax, in the absence of evidence to the contrary, will be deemed to have been received on the day after sending.

20.10 Notices provided through a website will be deemed to have been received on the day they are posted on the website or, if later, the day the Participant is deemed in accordance with Rule 20.8 or Rule 20.9 to have received the notification that it has been provided there.

20.11 Any notice or other document required to be given to the Company under or in connection with the Scheme may be delivered or sent by post to it at its registered office (or such other place or places as the Committee may from time to time determine and notify to Participants) or sent by email or fax to any email address or fax number notified to the sender.

20.12 All Share certificates, Option certificates and other communications relating to the Scheme will be sent at the Participant’s risk.

No transfer of Options

20.13 A Participant may not transfer, assign, charge or otherwise dispose of Options, or any rights in respect of them, except (i) on the transmission of Options on the death of a Participant to his personal representatives or (ii) with the consent of the Committee. Any such attempted non-approved transfer will result in the lapse of the Option.

Options Non-Pensionable

20.14 Options under the Scheme are not pensionable.

Taxation

20.15 Any liability of a Participant to taxation in respect of an Option will be for the account of the relevant Participant. By accepting an Option, a Participant agrees to comply with any arrangements specified by the Company for the reporting and payment of tax, duty and social security contributions in any jurisdiction in respect of any Option and any Shares to which he is or may become entitled under the Scheme including, without limitation, (i) arranging the sale of sufficient Shares on the Participant’s behalf to enable the Company or any member of the Group to satisfy its obligations in respect of deduction or withholding of tax, duty or social security contributions at source and (ii) entering into any election specified by the Company under Chapter 2 of Part 7 of the Income Tax (Employment & Pensions) Act 2003.

Stamp Duty

20.16 The Company or, where the Committee so directs, any member of the Group will pay the appropriate stamp duty on behalf of Participants in respect of any transfer or issue of Shares on the exercise of an Option under the Scheme.

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Expiry of Scheme

20.17 No Options will be granted under the Scheme after the tenth anniversary of the Adoption Date.

Data Protection

20.18 By accepting the grant of an Option, a Participant consents to the holding and processing of personal data provided by him to the Company, a Qualifying Company or any member of the Group, and any other persons for all purposes related to the operation of the Scheme and acknowledges that the personal information may be transferred to, and stored at, a destination outside the European Economic Area ( EEA ), and may also be processed by staff operating outside the EEA who work for the Company, a Qualifying Company or any member of the Group or for one of their service providers. The Company will take all steps reasonably practicable to ensure that a Participant’s personal data is treated securely under appropriate contractual arrangements.

Governing Law

20.19 This Scheme will be governed by, and construed in accordance with, the laws of England and Wales and the courts of England and Wales will have exclusive jurisdiction in relation to any dispute arising in connection with the Scheme.

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APPENDIX

PERFORMANCE CONDITION

General

1. The following provisions apply to Options granted to executive directors of the Company or a Qualifying Company under the Scheme in 2013.

2. Except as otherwise provided for in the Rules, the Performance Condition applicable to an Option will be measured after the end of the Performance Period for such Option.

3. The Performance Period is the period of three consecutive Financial Years of the Company starting with the Financial Year in which the Date of Grant falls.

4. Options will Vest (if at all) over a whole number of Shares (rounded down, as necessary). To the extent that the Performance Condition is not satisfied and as a result an Option does not Vest, the Option will lapse.

The EPS Measure

5.1 The Vesting of Options relates to the average growth in Adjusted Earnings per Share per annum at constant currencies of the Qualifying Companies measured over the Performance Period.

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Determining satisfaction of targets at end of Performance Period

6.1 Following the end of the Performance Period (or as otherwise required under the Rules) the Committee will calculate and confirm with the auditors the Average Adjusted EPS Growth over the relevant period of measurement.

Adjustments

7. Subject to the Rules, the Committee may make such adjustments to the Performance Conditions applicable to outstanding Options as it considers appropriate to take account of any factors which are relevant in the opinion of the Committee and in particular if there is an event which causes it to consider that the Performance Condition, or any part of it, is no longer a fair measure of performance. The amended Performance Condition will not be materially less or more challenging than the one originally set.

8. The Committee has discretion to adjust the definition or method of calculation of Adjusted EPS (or any other applicable term or measure) as set out in this Appendix to take account of any changes in recognised accounting standards or practice, fiscal regime or capital structure, to ensure consistent measurement and accountability.

9. Without prejudice to the generality of paragraphs 7, 8 and 10, the Committee may, in consultation with the auditors, make the following adjustments in relation to the calculations to be carried out in accordance with this Appendix:

Overriding Power

10. In determining the level of Vesting of an Option under the Scheme, the Committee will take into account the overall business performance of the Qualifying Companies and the Group over the relevant performance period and any other factors that it considers appropriate and may modify the Vesting level if it considers that such a modification would result in a fairer outcome. In exercising any such discretion, the Committee will have due regard to the value created for Shareholders and the underlying business performance.

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SCHEDULE 1

HMRC APPROVED PART OF THE SCHEME - REFERENCE – X110734

If the Committee wishes to grant Options to Employees under an HM Revenue & Customs ( HMRC ) approved scheme, it may grant Options pursuant to this Schedule and the following provisions relating to Options will apply:

“ Individual Limit

3.2 No Employee may be granted an Option which would, at the proposed Date of Grant, cause the aggregate Market Value of the shares which he may

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acquire pursuant to subsisting Options granted to him under this Schedule and under any Associated Schemes (such values to be determined at the respective Date of Grant of the relevant options), to exceed £30,000 (or such other amount as may be specified under paragraph 6(1) of Schedule 4 of ITEPA from time to time).”

For the purposes of this paragraph (H):

Associated Scheme means any Employees’ Share Scheme (other than the Scheme) approved under Schedule 4 to ITEPA and established by the Company or an associated company of the Company within the meaning of paragraph 35 of Schedule 4 to ITEPA; and

“(e) any day on which Schedule 1 to the Scheme is approved by HMRC or any change to the legislation affecting share option schemes approved by HMRC under ITEPA is proposed or made”

and existing sub-rule (e) shall become sub-rule (f) and the words “the period in (a) to (d) above.” will be deleted and replaced with the words “the period in (a) to (e) above.”

“Any Performance Conditions attached to Options may be amended after the Date of Grant if:

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“at any time in the period of 12 months following the Vesting Date”.

“if applicable, the expiry of the appropriate period referred to in Rule 13.2 if the Participant has not elected to exchange his Option in accordance with that Rule”.

“obtains Control of a Qualifying Company as a result of (i) making a general offer to acquire the whole of the issued ordinary share capital of the Qualifying Company which is either unconditional or is made on a condition such that if it is satisfied the person making the offer will have Control of that Qualifying Company, or (ii) making a general offer to acquire all the shares in the Qualifying Company which are of the same class as those subject to the Options;”

“13.2 If Rule 13.1 operates to disapply Rule 11:

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13.2A The new options will not be regarded for the purpose of the Scheme as equivalent to the old options unless:

The new options will for the purposes of the Scheme be treated as having been granted at the time when the old options were granted. The new options will not lapse as a result of the operation of Rule 11 and/or 12 following the event permitting the grant of such new options.

In relation to any new options, references in Rule 1 and Rules 11 to 16 of the Scheme to “Qualifying Company”, “RE PLC” and “RE NV” will (as appropriate) be construed as if references to the company whose shares are subject to the new options and references to “Shares”, “UK Shares” and “Dutch Shares” will (as appropriate) be construed as if references to the shares subject to the new options.

13.3 If Rule 13.1 operates to disapply Rule 12, Options will not Vest as a result of the relevant event unless the Committee determines otherwise in which case Options will Vest in accordance with Rule 12. For the avoidance of doubt, Options granted under the provisions of this Schedule may not be exchanged as a result of a relevant event in respect of the Company.”

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SCHEDULE 2

OPTIONS GRANTED TO US PARTICIPANTS

The following provisions will apply to Options granted to Employees who are US Participants:

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SCHEDULE 3

SCHEME APPLICABLE TO ELSEVIER REED FINANCE BV

If the Board wishes to grant Options to employees of Elsevier Reed Finance BV ( ERF ) or of companies under the Control of ERF, it may grant Options pursuant to this Schedule, and the following provisions will apply:

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SCHEDULE 4

CASH ALTERNATIVE

If deemed necessary in order to ensure compliance with tax, regulatory or legal country specific requirements (e.g. exchange control and securities laws) in the countries in which the Scheme operates then, notwithstanding any provision to the contrary in these Rules:

Unless the Committee determines otherwise, the Rules will apply as if any Option granted or to be satisfied pursuant to this Schedule involves a right to, or interest in, Shares for the purposes of determining whether Dealing Restrictions are in place at the Date of Grant, Vesting, exercise, release or surrender of any such Option.

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Exhibit 10.2

RULES OF THE

REED ELSEVIER GROUP PLC

LONG-TERM INCENTIVE PLAN 2013

Adopted by the directors of Reed Elsevier Group plc on 25 April 2013

Approved by the shareholders of Reed Elsevier PLC in general meeting on 25 April 2013

Approved by the shareholders of Reed Elsevier NV in general meeting on 24 April 2013

Freshfields Bruckhaus Deringer LLP

THE REED ELSEVIER GROUP PLC

LONG-TERM INCENTIVE PLAN 2013

1. D EFINITIONS

1.1 In these Rules and the schedules and appendices to these Rules (each a Schedule or Appendix , as the case may be), unless the context otherwise requires, the following words and expressions have the following meanings:

Adoption Date means 25 April 2013 being the date approval of the Plan by shareholders of both Qualifying Companies is obtained;

Award means a Performance Share Award or Performance Share Option;

Board means the board of directors for the time being of the Company;

Capital Reorganisation means any variation in the share capital or reserves of a Qualifying Company (including, without limitation, by way of capitalisation, rights issue, consolidation, sub-division or reduction);

Committee means the remuneration committee of the Board, or other duly authorised committee of the Board;

Company means Reed Elsevier Group plc registered in England No. 2746616 by whatever name known from time to time;

Control has the meaning given to it by section 995 of the Income Tax Act 2007;

Date of Grant means the date on which an Award is granted in accordance with the terms of Rule 4;

Dealing Day means any day on which the London Stock Exchange and the Amsterdam Stock Exchange are open for the transaction of business;

Dealing Restrictions means any restrictions on, or requirement for approvals for dealing in Shares whether under the Company’s, RE PLC’s or RE NV’s share dealing rules (as applicable), the provisions of the Model Code for Securities Transactions by Directors of Listed Companies, the provisions of the Listing Rules of the UK Listing Authority or the City Code on Takeovers and Mergers or any of their equivalents in any applicable jurisdiction;

Dividend Equivalent means a right to a cash payment or Shares in accordance with Rule 7;

Dutch Share means an ordinary share in the capital of RE NV or shares representing those shares following any Capital Reorganisation of RE NV and includes an American Depositary Share representing a Dutch Share;

Employee means any employee (including an executive director) or a corporate officer of a member of the Group or a Qualifying Company;

Employees’ Share Scheme has the meaning given by section 1166 of the Companies Act 2006 but for these purposes the Qualifying Companies will be treated as holding companies of the Company;

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Financial Year means an accounting reference period as determined in accordance with section 391 of the Companies Act 2006;

Group means the Company and every company which is under the Control of the Company and member of the Group will be construed accordingly;

Market Value means:

provided always that Market Value for a Dutch Share will be determined by reference to the same Dealing Days as are used to determine Market Value for a UK Share;

Normal Vesting Date means the date, following the end of the Performance Period, on which the Committee determines the extent to which the Performance Condition has been satisfied or such later date as the Committee may at any time determine, or, if there are Dealing Restrictions in place on that date, such later date when all Dealing Restrictions have been lifted;

Participant means any person who has been granted an Award which has not lapsed in accordance with the provisions of these Rules and includes, where the context permits, the legal personal representatives of a deceased Participant;

Performance Condition means the condition or conditions determined by the Committee in accordance with Rule 5, measured after the end of the Performance Period or such other period as may be permitted under the Rules, which must be satisfied in order for an Award to Vest;

Performance Period means the period after which the Performance Condition is measured which will be, unless the Committee determines otherwise at the Date of Grant or as otherwise provided in the Rules, the period of three consecutive Financial Years of the Company starting with the Financial Year in which the Date of Grant falls;

Performance Share Option means, unless Schedule 3 applies, a right in the form of an option granted under Rule 4 to acquire Shares without payment (other than under Rule 19.15) or for a nil or nominal exercise price;

Performance Share Award means, unless Schedule 3 applies, a right granted under Rule 4 to receive Shares without payment (other than under Rule 19.15);

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Plan means this Reed Elsevier Group plc Long-Term Incentive Plan 2013 as amended from time to time;

Pro-rated Number means such whole number of Shares (rounded down, as necessary) as is determined by multiplying the number of Shares comprised in an Award by A/B where (i) for the purposes of Rule 8 (Cessation of Employment), A is the number of complete months from the start of the Financial Year in which the Award was granted to the Termination Date, but not exceeding the number of complete months in the Performance Period and B is the number of complete months in the Performance Period and (ii) for the purposes of Rule 10 (Change of Control of a Qualifying Company), A is the number of complete months from the start of the Financial Year in which the Award was granted to the relevant event, but not exceeding the number of complete months in the Performance Period and B is the number of complete months in the Performance Period. For the purposes of this definition, the Performance Period will be the period determined by the Committee at the Date of Grant;

Qualifying Company means each of RE PLC and RE NV;

RE NV means Reed Elsevier NV;

RE PLC means Reed Elsevier PLC;

Rules means these Plan rules and any reference to a Rule will be construed accordingly;

Share means a UK Share and/or a Dutch Share as the context may require and Shareholder will be construed accordingly;

Termination Date means the date on which a Participant ceases to be an Employee;

UK Share means an ordinary share in the capital of RE PLC or shares representing those shares following any Capital Reorganisation of RE PLC and includes an American Depositary Share representing a UK Share;

US Participant means a Participant who is subject to United States taxation under United States law including by reason of being a United States national, or resident in the United States for United States tax purposes;

Vesting means the Participant becoming absolutely entitled to receive the Shares comprised in his Performance Share Award or to exercise his Performance Share Option in each case in accordance with these Rules and Vest and Vested will be construed accordingly.

1.2 Where the context permits the singular will include the plural and vice versa and the masculine will include the feminine. Headings will be ignored in construing the Plan.

1.3 Any references to a statutory provision will include that provision as it may from time to time be amended, modified or re-enacted.

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2. E LIGIBILITY

2.1 No person will be entitled as of right to participate in the Plan. The Committee may select any Employee to participate in the Plan, except any Employee who is under notice of termination of employment at the Date of Grant, unless the Committee determines otherwise.

3. I NDIVIDUAL L IMIT

3.1 The Committee may not grant an Award to an Employee if the Market Value of the Shares under that Award when aggregated with the Market Value of Shares under any other Award granted to that Employee under the Plan in the same Financial Year exceeds:

3.2 For the avoidance of doubt, for the purposes of Rule 3.1, Market Value is to be determined as at the Date of Grant of the relevant Awards.

4. G RANT O F A WARDS

4.1 Subject to any Dealing Restrictions, the Committee may, during any period specified in Rule 4.3 below, grant Awards to any Employees selected by the Committee. The Committee will determine whether an Award will be granted as a Performance Share Award or a Performance Share Option or both.

4.2 Awards will be granted by deed. Each Participant will receive information (electronically or in hard copy) following the Date of Grant summarising the main terms of the Award. This summary may include the following information:

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4.3 Awards may only be granted within the period of 42 days commencing on any of the following:

4.4 The Committee may, at any time between the Date of Grant and the Vesting Date, determine that an Award granted as Performance Share Award should instead be treated as if it had been granted as a Performance Share Option and vice versa. The Committee will arrange for a Participant to be notified as soon as reasonably practicable of any determination pursuant to this Rule 4.4 and to receive revised information on the terms of his Award in accordance with Rule 4.2. Any Award subject to a determination pursuant to this Rule 4.4 will not be treated as a grant of a new Award for the purposes of these Rules so that the Date of Grant, number of Shares under the Award, Performance Period, Performance Condition and Vesting Date will be unaffected.

5. P ERFORMANCE AND O THER C ONDITIONS

5.1 Awards will be granted subject to a Performance Condition which, unless otherwise permitted in the Rules, must be satisfied before the Vesting of Awards. Awards granted in 2013 under the Plan will be subject to the Performance Condition as set out in the Appendix. Awards granted in 2014 or subsequent years will be subject to a Performance Condition determined by the Committee at the relevant Date of Grant.

5.2 The Committee may make the grant or Vesting of Awards subject to any other conditions it determines appropriate including, but not limited to, requiring a Participant to agree to comply with certain post-employment restrictive covenants, to meet shareholding requirements or to agree to post-Vesting or post-exercise sale restrictions.

5.3 The Committee may make such adjustments to the Performance Condition applicable to outstanding Awards as it considers appropriate to take account of any factors which are relevant in the opinion of the Committee and in particular if there is an event which causes it to consider that the Performance Condition, or any part of it, is no longer a fair measure of performance. The amended Performance Condition will not be materially less or more challenging than the one originally set.

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5.4 In determining the level of Vesting of an Award under the Plan, the Committee will take into account the overall business performance of the Qualifying Companies and the Group over the Performance Period and any other factors that it considers appropriate and may modify the Vesting level if it considers that such a modification would result in a fairer outcome. In exercising any such discretion, the Committee will have due regard to the value created for Shareholders and the underlying business performance.

5.5 Without prejudice to Rule 5.3 and Rule 5.4, there will be no retesting of any Performance Condition.

6. N ORMAL V ESTING OF A WARDS

6.1 Except as otherwise permitted in the Rules, the number of Shares, if any, which Vest under an Award will be determined by the Committee by reference to the extent to which (i) the Performance Condition has been satisfied and (ii) any other conditions to which the Award is subject have been satisfied or waived in accordance with these Rules.

6.2 Except as otherwise provided in these Rules, Awards will Vest, in accordance with Rule 6.1, on the Normal Vesting Date and any part of an Award which does not Vest will immediately lapse.

6.3 Where an Award takes the form of a Performance Share Award, any Vested Shares will be issued or transferred to the Participant as soon as reasonably practicable after the Normal Vesting Date, subject to any Dealing Restrictions.

6.4 Where an Award takes the form of a Performance Share Option, subject to any Dealing Restrictions, a Participant may exercise his Performance Share Option in whole or in part by giving notice in the manner prescribed by the Company following the Normal Vesting Date. The Participant will specify in the notice of exercise the number of Shares in respect of which the Performance Share Option is being exercised and will provide any required documentation and payment of any exercise price (or appropriate undertaking to pay any exercise price) in respect of the Shares over which the Performance Share Option is being exercised. A notice of exercise will take effect on the date it is validly received by the Company or, if there are any Dealing Restrictions in place on that date, such later date when all Dealing Restrictions have lifted. Subject to any Dealing Restrictions, Vested Shares will be issued or transferred to the Participant as soon as reasonably practicable following the date the notice of exercise takes effect.

7. E NTITLEMENT TO D IVIDEND E QUIVALENTS

7.1 If an Award has been granted on the basis that it carries Dividend Equivalents, the Participant will, subject to Rule 7.3, be entitled to a cash payment equal in value to the ordinary dividends (excluding any associated tax credit) which would have been paid on the Vested Shares during the period commencing at the start of the Performance Period and ending on the earlier of (i) the end of the Performance Period and (ii) the Vesting of the Award.

7.2 The cash payment to which the Participant becomes entitled under Rule 7.1:

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7.3 Instead of making a cash payment, the Committee may in its discretion satisfy any entitlement to Dividend Equivalents arising in accordance with Rule 7.1 by issuing or transferring Shares with an equivalent value as determined at the time of Vesting.

7.4 For the avoidance of doubt, any payment referred to in this Rule 7 does not represent an entitlement to actual dividends on the underlying Shares, by reason of the Participant not being the beneficial owner of the Shares at that time.

8. C ESSATION OF E MPLOYMENT

Participant gives or receives notice

8.1 Except as otherwise provided in these Rules, in the event that a Participant gives or receives notice of termination of employment for any reason other than those set out in Rule 8.2 (Approved Leaver), an Award (whether Vested or not) will automatically lapse on the date on which notice is given or received.

Approved Leaver

8.2 Except as otherwise provided in these Rules, if a Participant ceases to be an Employee before the Normal Vesting Date by reason of:

the Award will continue in force over a Pro-rated Number of Shares until the end of the Performance Period and will lapse as to the balance on the Termination Date. The Award will Vest, if at all, on the Normal Vesting Date in accordance with Rule 6.

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8.3 The Committee has discretion to vary the application of Rule 8.2 and determine that an Award will instead Vest as at the Termination Date over a Pro-rated Number of Shares to the extent the Performance Condition is satisfied. The Performance Condition will be assessed based on progress made against targets at the Termination Date as determined by the Committee in its absolute discretion. Such determination will take place as soon as reasonably practicable after the Termination Date and to the extent that an Award does not Vest as at the Termination Date, it will immediately lapse. Any Vested Shares will be issued or transferred to the Participant as soon as reasonably practicable after the date of determination, subject to any Dealing Restrictions.

8.4 The Committee also has discretion, if it considers it appropriate in the particular circumstances, to determine that an Award will Vest on some other basis.

Exercise Period – Approved Leaver

8.5 Where an Award takes the form of a Performance Share Option and Vests pursuant to this Rule 8, the Committee will determine the period during which the Participant (or the personal representatives of a deceased Participant) may exercise that Performance Share Option (and any other Vested Performance Share Options held by him at the Termination Date to the extent not previously exercised) at the end of which period it will immediately lapse to the extent it has not been exercised.

Intra-Group Transfer of Employment

8.6 For the avoidance of doubt, a Participant will not cease to be an Employee for the purposes of this Rule 8 if he ceases to be employed by a member of the Group or Qualifying Company but continues to be or is immediately afterwards employed by another member of the Group or Qualifying Company.

9. C LAW -B ACK A RRANGEMENTS

Breach of Restrictive Covenants

9.1 If a Participant breaches any term of his post-termination restrictive covenants (such breach to be determined by the Committee acting fairly and reasonably), any Awards (whether Vested or unvested) held by him will lapse on the date of the Committee’s determination as to the breach and the Committee may require him to pay to the Company or any other member of the Group, within seven days after a written demand from the Company, the Relevant Amount (as defined in Rule 9.2 below).

9.2 The Relevant Amount is an amount equal to A minus both B and C where:

A is an amount equal to the pre-tax gain realised by the Participant in respect of any Awards and Dividend Equivalents in the period beginning six months before the Termination Date and ending on such date as the Participant’s post-termination restrictive covenants are stated to expire. For these purposes, the gain will be the sum of the market value of the Vested Shares when received or acquired by the Participant and the related Dividend Equivalents (as determined by the Committee), and such gain will be determined irrespective of whether the Participant has sold or retained the Shares so received or acquired;

B is an amount equal to the tax and social security charges and liabilities incurred by the Participant in respect of A which the Participant is unable to recover or for which he is otherwise unable to claim relief from the applicable tax authority notwithstanding his obligation to make a payment pursuant to Rule 9.1; and

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C is the amount of any Claw-back Amount, (as defined in Rule 9.4) paid by the Participant.

Vesting Determined on the Basis of Materially Mis-stated Data

9.3 If the Committee, at any time up to two years after the Vesting of an Award, considers in good faith that the Vesting of the relevant Award and/or the payment of Dividend Equivalents was determined on the basis of materially mis-stated financial or other data (the Incorrect Award ), it will, unless determined otherwise at the sole discretion of the Committee, recover the Claw-back Amount (as defined in Rule 9.4 below) by taking one or more of the following actions:

9.4 The Claw-back Amount is the difference in value between (i) the Incorrect Award and (ii) the Award and Dividend Equivalents (as the case may be) which could or would have Vested or been payable had the correct data been used, as determined by the Committee acting fairly and reasonably. This may be expressed as a number of Shares or a monetary amount or a combination thereof as the Committee considers appropriate. In determining the Claw-back Amount, the Committee may take into account such matters as it sees fit including, but not limited to:

9.5 By accepting an Award, a Participant will be bound by this Rule 9 notwithstanding (i) that it may only be applicable after the transfer of Shares under these Rules and (ii) whether or not all or any of the terms of this Rule 9 have been separately notified to each Participant.

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10. C HANGE O F C ONTROL O F A Q UALIFYING C OMPANY

10.1 Except as otherwise provided in these Rules, if any person:

then any unvested Awards over Shares in that Qualifying Company (but not those in the other Qualifying Company) will subject to satisfaction of the Performance Condition Vest in respect of the Pro-rated Number of Shares on a date within 30 days of the relevant event determined by the Committee. The Performance Condition will be assessed based on progress made against targets as at the date of the relevant event as determined by the Committee in its absolute discretion. Any Vested Shares will be issued or transferred to the Participant as soon as reasonably practicable after the date they Vest.

10.2 Any Award over Shares in the Qualifying Company to which Rule 10.1 applies which does not Vest as a result of the relevant event will lapse on the relevant event. For the avoidance of doubt, any Award over Shares in the other Qualifying Company will continue in force subject to the Rules. Where a Vested Award takes the form of a Performance Share Option, the Committee will determine the period during which it may be exercised, at the end of which period it will immediately lapse.

11. C HANGE OF C ONTROL OF THE C OMPANY

Except as otherwise provided in these Rules, the provisions of Rule 10 (Change of Control of a Qualifying Company) will apply with any necessary changes in the event that any person (either alone or together with any person acting in concert with him) obtains Control of the Company and the Shares under Awards which may Vest as a result of the relevant event will be Shares in both Qualifying Companies.

12. I NTERNAL R EORGANISATION

12.1 Rule 10 and Rule 11 will not apply if the purpose and effect of the change of Control or scheme of arrangement is:

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12.2 If Rule 12.1 applies:

12.3 The Committee may vary the application of this Rule 12 so that it applies to Awards over Shares in both Qualifying Companies or over Shares in only one Qualifying Company.

12.4 Where this Rule 12 applies, a Participant will not be treated as ceasing to be an Employee until he ceases to be employed by a company which is either the relevant holding company or a subsidiary of the holding company (within the meaning of section 1159 of the Companies Act 2006).

13. R OLLOVER ON A C HANGE OF C ONTROL

13.1 The Committee may determine that Rule 10 or Rule 11 will not apply on a change of Control of a Qualifying Company or the Company (as applicable) and may, with the consent of the person obtaining Control, (i) determine that the Awards will be rolled over in accordance with either the provisions of Rule 12.2 or Rule 13.2 or (ii) allow the Participants to choose between the Vesting of Awards (if at all) under Rule 10 or Rule 11 as applicable and rollover in accordance with, as determined by the Committee, Rule 12.2 or Rule 13.2.

13.2 The Committee can determine that Awards are rolled over in accordance with the following terms:

13.3 For the avoidance of doubt, in Rule 10, Rule 11, Rule 12 and Rule 13, “Committee” means the Committee as constituted immediately before the event by virtue of which the applicable Rule applies.

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14. V OLUNTARY W INDING U P

The provisions of Rule 10 will apply with such changes as may be necessary in the event that notice is duly given of a resolution for a voluntary winding up of a Qualifying Company PROVIDED THAT , all references in that Rule to the date of the relevant event will be treated as references to the date on which notice is given for the voluntary winding-up of a Qualifying Company.

15. A DJUSTMENT O F A WARDS

15.1 In the event of:

the number of Shares in that Qualifying Company comprised in an Award may be adjusted in such manner as the Committee may determine.

16. S OURCE O F S HARES

16.1 An Award may be satisfied by the issue or transfer of Shares.

16.2 No Award will be granted under the Plan to the extent that the result of that grant would be that the aggregate number of UK Shares that could be issued on the exercise or vesting of that Award and any other Award granted at the same time, when added to the number of UK Shares that:

would exceed 10 per cent. of the ordinary share capital of RE PLC for the time being in issue.

16.3 No Award may be granted under the Scheme to the extent that the result of that grant would be that the aggregate number of UK Shares that could be issued on the exercise or vesting of that Award and any other Award granted at the same time, when added to the number of UK Shares that:

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would exceed 5 per cent. of the ordinary share capital of RE PLC for the time being in issue.

16.4 Reference in this Rule 16 to the issue of Shares means, for the avoidance of doubt, the issue and allotment (but not transfer) of Shares. The delivery of Shares from treasury also counts towards the percentage limits set out in Rule 16.2 and Rule 16.3 above for so long as institutional shareholder guidelines recommend this.

16.5 In determining the above limits no account will be taken of any Shares attributable to an Award which was released, lapsed or otherwise became incapable of exercise or vesting.

16.6 The number of Dutch Shares which may be issued pursuant to Awards granted under the Plan from time to time will be agreed between the Committee and RE NV before such Awards are granted PROVIDED THAT the percentage referred to in Rules 16.2 and 16.3 above in relation to RE PLC will apply in relation to RE NV.

17. R IGHTS A TTACHING TO S HARES

17.1 All Shares issued or transferred on the Vesting of a Performance Share Award will rank pari passu in all respects with the Shares in issue at the date of Vesting except in respect of any rights attaching to such Shares by reference to a record date prior to the date of Vesting and all Shares issued or transferred on the exercise of a Performance Share Option will rank pari passu in all respects with the Shares in issue at the date of exercise except in respect of any rights attaching to such Shares by reference to a record date before the date of exercise.

17.2 Any Shares acquired by a Participant under this Plan will be subject to the articles of association of the relevant Qualifying Company from time to time.

18. A DMINISTRATION AND A MENDMENT

18.1 The decision of the Committee will be final and binding in all matters relating to the Plan including the exercise of any discretion under these Rules, the interpretation of the Rules and any dispute relating to any matter in connection with the Rules.

18.2 The Committee may at any time discontinue the grant of further Awards or amend any of the provisions of the Plan in any way it thinks fit provided that:

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without the prior approval of RE PLC (and if appropriate RE NV) in general meeting except (a) in the case of minor amendments to benefit the administration of the Plan, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Employees and/or Participants or any Qualifying Company or member of the Group or (b) as otherwise permitted under these Rules; and

18.3 Notwithstanding any other provision of the Plan, the Committee may make appropriate amendments to the Plan and/or establish schedules to the Plan for the purpose of granting Awards to Employees, based on the Plan but modified to take account of such factors as the Committee determines appropriate including, but not limited to, local tax, exchange control or securities laws in any territory.

19. G ENERAL

Trustee Funding

19.1 Any member of the Group may provide money to the trustee or trustees of any trust or any other person or persons to enable any such person or persons to acquire or subscribe for Shares to be held for the purposes of satisfying Awards, or enter into any guarantee or indemnity for those purposes, to the extent permitted by the Companies Act 2006.

Discretionary Nature of the Plan

19.2 Subject to Rule 19.5, the rights and obligations of a Participant under the terms and conditions of his office or employment will not be affected by his participation in the Plan or any right he may have to participate in the Plan.

19.3 Participation in the Plan does not imply any right to receive Awards on the same or any other basis in any other year.

19.4 The terms of the Plan do not entitle the Participant to the exercise of any discretion in his favour.

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19.5 Each Participant waives all and any rights to compensation or damages in consequence of the termination of his office or employment with any member of the Group or Qualifying Company for any reason whatsoever (whether such cessation is lawful or unlawful) insofar as those rights arise, or may arise, from his ceasing to have rights or be entitled to Shares under the Plan as a result of such termination or from the loss or diminution in value of such rights or entitlements. If necessary, the Participant’s terms of employment will be varied accordingly.

Changes to a Qualifying Company’s capital structure

19.6 The existence of any Award will not affect in any way the right or power of the Company, the Qualifying Companies or their Shareholders to make or authorise any or all adjustments, recapitalisations, reorganisations or other changes in the Company’s or either of the Qualifying Company’s capital structure, or any merger or consolidation of the Company or Qualifying Companies, or any issue of shares, bonds, debentures, preferred or prior preference stocks ahead of or convertible into, or otherwise affecting the Shares or the rights thereof, or the dissolution or liquidation of the Company or Qualifying Companies or any sale or transfer of all or any part of their assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

Notices

19.7 Any notice or other document which has to be given to a Participant under or in connection with the Plan may be (i) delivered or sent by post to him at his home address according to the records of his employing company, (ii) sent by email or fax to any email address or fax number according to the records of his employing company or, in either case, such other address as may appear to the Company to be appropriate, or (iii) provided electronically through a website hosted by the Company or an agent of the Company, provided that the Participant is notified by email, fax or post that such notice or document has been or will be provided in this manner.

19.8 Notices sent by post to a Participant in the UK or US will be deemed to have been given two days after the date of posting. However, notices sent to a Participant in other countries will be deemed to have been given on the seventh day after the date of posting.

19.9 Notices sent by email or fax, in the absence of evidence to the contrary, will be deemed to have been received on the day after sending.

19.10 Notices provided through a website will be deemed to have been received on the day they are posted on the website or, if later, the day the Participant is deemed in accordance with Rule 19.8 or Rule 19.9 to have received the notification that it has been provided there.

19.11 Any notice or other document required to be given to the Company under or in connection with the Plan may be delivered or sent by post to it at its registered office (or such other place or places as the Committee may from time to time determine and notify to Participants) or sent by email or fax to any email address or fax number notified to the sender.

19.12 All Share certificates, Award certificates and other communications relating to the Plan will be sent at the Participant’s risk.

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No transfer of Awards

19.13 A Participant may not transfer, assign, charge or otherwise dispose of Awards, or any rights in respect of them, except (i) on the transmission of Awards on the death of a Participant to his personal representatives or (ii) with the consent of the Committee. Any such attempted non-approved transfer will result in the lapse of the Award.

Awards Non-Pensionable

19.14 Awards and Dividend Equivalents under the Plan are not pensionable.

Taxation

19.15 Any liability of a Participant to taxation in respect of an Award will be for the account of the relevant Participant. By accepting an Award, a Participant agrees to comply with any arrangements specified by the Company for the reporting and payment of tax, duty and social security contributions in any jurisdiction in respect of any Award and any Shares to which he is or may become entitled under the Plan including, without limitation, (i) arranging the sale of sufficient Shares on the Participant’s behalf to enable the Company or any member of the Group to satisfy its obligations in respect of deduction or withholding of tax, duty or social security contributions at source and (ii) entering into any election specified by the Company under Chapter 2 of Part 7 of the Income Tax (Employment & Pensions) Act 2003.

Stamp Duty

19.16 The Company or, where the Committee so directs, any member of the Group, will pay the appropriate stamp duty on behalf of Participants in respect of any transfer or issue of Shares on the Vesting of a Performance Share Award or exercise of a Performance Share Option under the Plan.

Expiry of Plan

19.17 No Awards will be granted under the Plan after the tenth anniversary of the Adoption Date.

Data Protection

19.18 By accepting the grant of an Award, a Participant consents to the holding and processing of personal data provided by him to the Company, a Qualifying Company or any member of the Group, and any other persons for all purposes related to the operation of the Plan and acknowledges that the personal information may be transferred to, and stored at, a destination outside the European Economic Area (“EEA”), and may also be processed by staff operating outside the EEA who work for the Company, a Qualifying Company or any member of the Group or for one of their service providers. The Company will take all steps reasonably practicable to ensure that a Participant’s personal data is treated securely under appropriate contractual arrangements.

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Governing Law

19.19 This Plan will be governed by, and construed in accordance with, the laws of England and Wales and the courts of England and Wales will have exclusive jurisdiction in relation to any dispute arising in connection with the Plan.

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APPENDIX

Performance Condition

General

1. The following provisions apply to Awards granted under the Plan in 2013.

2. Except as otherwise provided for in the Rules, the Performance Condition applicable to Awards will be measured after the end of the Performance Period for such Award.

3. There are three separate measures of equal weighting: a Relative Total Shareholder Return measure ( TSR Measure ), a Return on Invested Capital measure ( ROIC Measure ) and an Adjusted Earnings per Share measure ( EPS Measure ).

4. The Performance Period is the period of three consecutive Financial Years of the Company starting with the Financial Year in which the Date of Grant falls.

5. Awards will Vest (if at all) over a whole number of Shares (rounded down, as necessary). To the extent that the Performance Condition is not satisfied and, as a result an Award does not Vest, the Award will lapse.

The TSR Measure

6.1 The Vesting of one third of the Award is subject to the TSR ranking of Reed Elsevier measured over the Performance Period. The portion of an Award subject to the TSR Measure is referred to as the “TSR Tranche”.

6.2 Three distinct comparator groups will be used—a Sterling Comparator Group, a Euro Comparator Group and a US Dollar Comparator Group. The TSR performance of RE PLC ordinary shares (based on RE PLC’s London listing) will be measured against the Sterling Comparator Group, the TSR performance of RE NV ordinary shares (based on RE NV’s Amsterdam listing) will be measured against the Euro Comparator Group; and the TSR performance of RE PLC ADRs and RE NV ADRs (based on the New York listing) will be measured against the US Dollar Comparator Group. The TSR performance will be measured separately against each comparator group and each ranking achieved will produce a payout, if any, in respect of one third of the TSR Tranche. The proportion of the TSR Tranche which Vests will be the sum of the payouts achieved against the three comparator groups.

6.3 TSR will be measured in local currency.

6.4 TSR for any company will be the percentage increase or decrease in the market value of a share over the relevant Performance Period and shall take account of dividends and other distributions paid in the course of that period (each such dividend being deemed to be reinvested in the shares of each relevant company from the date of payment of the dividend to the last day of the Performance Period).

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6.5 Each comparator group comprises companies which were selected on the following basis:

excluding:

Set out below are the comparators included in each comparator group:

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6.6 Any changes in the comparator groups as a result of mergers, demergers, delistings or other corporate events over the Performance Period will be treated in accordance with the methodology agreed by the Committee at its sole discretion from time to time. In determining the methodology to be applied, the Committee will have due regard to market practice and will apply its agreed methodology in an appropriate manner.

6.7 The TSR ranking against the US Dollar Comparator Group will be calculated by reference to the TSRs of the RE PLC ADRs and the RE NV ADRs over the relevant period of measurement.

6.8 The number of Shares in each third of the TSR Tranche which Vest will be calculated as follows and will be added together to determine the total number of Shares within the TSR Tranche which are capable of Vesting:

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The ROIC Measure

7.1 The Vesting of one third of the Award relates to the percentage return on invested capital of the combined businesses of the Qualifying Companies. Vesting relates to the percentage ROIC for the last financial year of the relevant Performance Period. The portion of an Award subject to the ROIC Measure is referred to as the ‘ROIC Tranche’.

7.2 The following definitions are relevant for ROIC:

In order to ensure that the performance score achieved is a fair reflection of underlying business performance, the Committee retains discretion to determine the treatment of major disposals and acquisitions which require board approval. Any significant adjustments made to the final performance score will be disclosed to Shareholders.

7.4 The number of Shares in the ROIC Tranche which are capable of Vesting will be determined as follows:

7.5 Vesting is on a straight-line basis for performance between the stated ROIC percentages.

The EPS Measure

8.1 The Vesting of one third of the Award relates to the average growth in Adjusted Earnings per Share per annum at constant currencies of the Qualifying Companies measured over the Performance Period. The portion of the Award subject to the EPS Measure is referred to as the ‘EPS Tranche’.

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8.2 The following definitions apply in respect of Adjusted EPS:

8.3 The number of Shares in the EPS Tranche which are capable of Vesting will be determined as follows:

8.4 Vesting is on a straight-line basis for performance between the stated Average Adjusted EPS Growth percentages.

Determining satisfaction of targets at end of Performance Period

9.1 Following the end of the Performance Period (or as otherwise required under the Rules) the Committee will:

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Adjustments

10. The Committee may make such adjustments to the Performance Condition applicable to outstanding Awards as it considers appropriate to take account of any factors which are relevant in the opinion of the Committee and in particular if there is an event which causes it to consider that the Performance Condition, or any part of it, is no longer a fair measure of performance. The amended Performance Condition will not be materially less or more challenging than the one originally set.

11. The Committee has discretion to adjust the definition or method of calculation of Adjusted EPS and ROIC (or any other applicable term or measure) as set out in this Appendix to take account of any changes in recognised accounting standards or practice, fiscal regime or capital structure, to ensure consistent measurement and accountability.

12. Without prejudice to the generality of paragraphs 10, 11 and 13, the Committee may, in consultation with the auditors, make the following adjustments in relation to the calculations to be carried out in accordance with this Appendix:

Overriding Power

13. In determining the level of Vesting of an Award under the Plan, the Committee will take into account the overall business performance of the Qualifying Companies and the Group over the relevant performance period and any other factors that it considers appropriate and may modify the Vesting level if it considers that such a modification would result in a fairer outcome. In exercising any such discretion, the Committee will have due regard to the value created for Shareholders and the underlying business performance.

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SCHEDULE 1

Awards to US Participants

This Schedule was adopted by the directors of Reed Elsevier Group plc on 25 April 2013.

The Rules of the Plan apply to Awards granted to US participants subject to the modifications contained in this Schedule.

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SCHEDULE 2

Plan applicable to Elsevier Reed Finance BV

If the Committee wishes to grant Awards to employees of Elsevier Reed Finance BV ( ERF ), or to employees of companies under the Control of ERF, it may grant Awards pursuant to this Schedule and the following provisions will apply.

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SCHEDULE 3

Cash Alternative

If deemed necessary in order to ensure compliance with tax, regulatory or legal country specific requirements (e.g. exchange control and securities laws) in the countries in which the Plan operates then, notwithstanding any provision to the contrary in these Rules:

Unless the Committee determines otherwise, the Rules will apply as if any Award granted or to be satisfied pursuant to this Schedule involves a right to, or interest in, Shares for the purposes of determining whether Dealing Restrictions are in place at the Date of Grant, Vesting, exercise, release or surrender of any such Award.

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