Nielsen Holdings plc (Form: 8-K, Received: 08/31/2015 09:23:11)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): August 31, 2015

NIELSEN HOLDINGS PLC

(Exact name of Registrant as specified in its charter)

England and Wales

001-35042

98-1225347

(State or other jurisdiction

of incorporation or organization)

(Commission

file number)

(I.R.S. employer

identification number)

85 Broad Street

New York, New York 10004

+1 (646) 654-5000

AC Nielsen House

London Road

Oxford

Oxfordshire OX3 9RX

United Kingdom

+1 (646) 654-5000

(Address of principal executive offices)

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

BACKGROUND

On August 31, 2015, the Nielsen group of companies completed the reorganization of its corporate structure, pursuant to which Nielsen Holdings plc, a public limited company incorporated under the laws of England and Wales (“Nielsen-UK”) became the publicly-traded parent company of the Nielsen group of companies. The change in place of incorporation was effected pursuant to the previously announced terms of the cross-border legal merger between Nielsen N.V., a Dutch company (“Nielsen-Netherlands”) and Nielsen-UK, dated as of March 26, 2015 (the “Merger Proposal”). At 2:01 a.m. Eastern Time on August 31, 2015, being the effective time of the merger (the “Effective Time”), (i) Nielsen-Netherlands merged with and into Nielsen-UK with Nielsen-UK being the surviving entity, (ii) all of the assets and liabilities of Nielsen-Netherlands were transferred to Nielsen-UK, (iii) each share of Nielsen-Netherlands, par value €0.07 per share (the “Nielsen-Netherlands Shares”), excluding shares held by Nielsen-Netherlands, was exchanged for one ordinary share of Nielsen-UK, par value €0.07 per share (the “Nielsen-UK Shares”), and (iv) Nielsen-UK assumed, and became the plan sponsor of, all employee benefit and compensation plans, arrangements and agreements that were previously sponsored, maintained or contributed to by Nielsen-Netherlands (including equity and incentive plans and any awards outstanding thereunder at the Effective Time). The Nielsen-UK Shares are listed on the New York Stock Exchange (“NYSE”) under the symbol “NLSN”, the same symbol under which the Nielsen-Netherlands Shares traded prior to the Effective Time.

The issuance of the Nielsen-UK Shares was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-4 (File No. 333-202313) (as amended, the “Registration Statement”) filed by Nielsen-UK, which was declared effective by the Securities and Exchange Commission (the “Commission”) on May 21, 2015.

Pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Nielsen-UK is the successor issuer to Nielsen-Netherlands and the Nielsen-UK Shares are deemed to be registered under Section 12(b) of the Exchange Act. The Merger Proposal is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing summary of the Merger Proposal is qualified in its entirety by reference to such exhibit.

Item 1.01 Entry into a Material Definitive Agreement.

The information under the heading “Background” above and the headings “Letters of Appointment,” “Indemnification Agreements” and “Plan Amendments” in Item 5.02 below is incorporated herein by reference.

Item 3.01 Notice of Delisting.

As disclosed above, the Nielsen-UK Shares have been listed on the NYSE under the same symbol that the Nielsen-Netherlands Shares traded under prior to the Effective Time. The new listing of the Nielsen-UK Shares on the NYSE is effective on and as of August 31, 2015.

Nielsen-Netherlands has received notice that, in connection with the Nielsen-Netherlands Shares being exchanged for Nielsen-UK Shares in the merger, the NYSE would remove the Nielsen-Netherlands Shares from listing on the NYSE.

Item 3.03 Material Modification to Rights of Security Holders.

The information included in Items 5.03 and 8.01 is incorporated herein by reference.

Item 5.01 Changes in Control of Registrant.

The information included under the heading “Background” above is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Directors and Executive Officers

As of the Effective Time, all of the directors of Nielsen-UK immediately prior to the Effective Time resigned, and each director of Nielsen-Netherlands immediately prior to the Effective Time was appointed as a director of Nielsen-UK. The directors are: James A. Attwood, Jr., Mitch Barns, David L. Calhoun, Karen M. Hoguet, James M. Kilts, Harish Manwani, Kathryn V. Marinello, Alexander Navab, Robert C. Pozen, Vivek Y. Ranadivé and Javier G. Teruel. As of the Effective Time, the committees of the Board of Directors of Nielsen-UK were constituted as follows:

•

Audit Committee: Mses. Hoguet (Chair) and Marinello and Messrs. Pozen and Teruel;

•

Compensation Committee: Messrs. Manwani, Navab, Ranadivé and Teruel (Chair); and

•

Nomination and Corporate Governance Committee: Messrs. Attwood, Kilts, Pozen (Chair) and Ranadivé.

In addition, the executive officers of Nielsen-UK are the same as the executive officers of Nielsen-Netherlands immediately prior to the Effective Time, as follows: Mitch Barns, Chief Executive Officer; Jeffrey R. Charlton, Senior Vice-President, Controller and Chief Accounting Officer; Eric J. Dale, Chief Legal Officer; Mary Elizabeth Finn, Chief Human Resources Officer; Stephen Hasker, Global President; Jamere Jackson, Chief Financial Officer; Arvin Kash, Vice Chairperson; John Lewis, Global President; and Brian J. West, Chief Operating Officer.

The information required by Item 404(a) of Regulation S-K with respect to the directors is incorporated herein by reference to the section entitled “Certain Relationships and Related Party Transactions” included in the Definitive Proxy Statement filed by Nielsen-Netherlands with the Commission on May 21, 2015 (File No. 001-35042).

Letters of Appointment

Each director is expected to execute a Letter of Appointment in the form attached as Exhibit 10.1 to this Current Report on Form 8-K, and Nielsen-UK is expected to enter into similar letters with new directors in the future. The Letter of Appointment, among other things, sets forth the directors’ obligations and rights, including the obligation to avoid conflicts of interest with Nielsen-UK and the right to receive fees for the services as a director. The form of Letter of Appointment attached as Exhibit 10.1 to this Current Report on Form 8-K is incorporated herein by reference. The foregoing summary of the form of Letter of Appointment is qualified in its entirety by reference to such exhibit.

Indemnification Agreements

Nielsen-UK expects to enter into indemnification agreements with its directors and may enter into indemnification agreements with certain of its executive officers. The form of indemnification agreement is attached as Exhibit 10.2 to this Current Report on Form 8-K.

These agreements indemnify such persons to the maximum extent permitted by English law and by the articles of association of Nielsen-UK (the “New Articles”) against all losses, liabilities and expenses actually and reasonably incurred by them in connection with any action, suit or proceeding in relation to, or in connection with, the exercise of such person’s duties and powers or otherwise in relation to, or in connection with, the holding of office as a director or an officer, employee or agent of Nielsen-UK and/or an associated company, whether in connection with any negligence, default, breach of duty or breach of trust by such person or otherwise. Certain exclusions apply, such as in the case of any liabilities to Nielsen-UK or the associated company and any fines imposed in criminal proceedings or civil proceedings brought by Nielsen-UK or an associated company.

The foregoing summary of the indemnification agreements is qualified in its entirety by reference to Exhibit 10.2 to this Current Report on Form 8-K.

Plan Amendments

At the Effective Time and pursuant to the Merger Proposal, Nielsen-UK assumed the following Nielsen-Netherlands employee benefit and compensation plans, including all options and awards issued or granted under such plans (each, an “Assumed Plan” and collectively, the “Assumed Plans”): (i) the 2006 Stock Acquisition and Option Plan for Key Employees of Nielsen Holdings and its Subsidiaries (the “2006 Plan”),(ii) the Amended and Restated Nielsen Holdings 2010 Stock Incentive Plan (the “2010 Plan”), (iii) The Nielsen Company 401(k) Savings Plan, (iv) The Nielsen Company Savings Plan and (v) the Amended and Restated Arbitron Inc. 2008 Equity Compensation Plan (the “Arbitron Plan”), each as amended and restated effective as of the Effective Time.

At the Effective Time and pursuant to the terms of the Merger Proposal, each outstanding option to acquire Nielsen-Netherlands Shares and each other equity-based award issued by Nielsen-Netherlands that was outstanding immediately prior to the Effective Time was cancelled and exchanged into an option to acquire or an award covering, as applicable, the same number of Nielsen-UK Shares, which option or award, as applicable, has the same terms and conditions (including the same vesting conditions) as the option or award from which it was cancelled and exchanged (including, in the case of options, the same exercise price).

The 2006 Plan, the 2010 Plan and the Arbitron Plan have been amended, effective as of the Effective Time, to provide, among other things, for the appropriate substitution of Nielsen-UK in place of Nielsen-Netherlands and the substitution of England and Wales in place of the Netherlands, where applicable.

The foregoing summary of the amendments to the Assumed Plans is qualified in its entirety by reference to the full text of each such Assumed Plan, as amended and restated effective as of the Effective Time, which are filed as Exhibit 10.3 through 10.7 to this Current Report on Form 8-K and are incorporated by reference herein.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The summary of the material terms of the New Articles is described under Item 8.01 of this Current Report on Form 8-K under the heading “Description of Nielsen-UK Shares” and is incorporated herein by reference. Such summary of the New Articles is qualified in its entirety by reference to Exhibit 3.1 to this Current Report on Form 8-K.

Item 8.01 Other Events.

Description of Nielsen-UK Shares

General

The following information is a summary of the material terms of the Nielsen-UK Shares, par value €0.07 per share, as specified in the New Articles.

Pursuant to the Merger Proposal, each Nielsen-Netherlands Share (excluding shares held by Nielsen-Netherlands) was exchanged for one Nielsen-UK Share as of the Effective Time. All of the Nielsen-UK Shares were issued fully paid and are not subject to any further calls or assessments by Nielsen-UK.

There are no conversion rights or redemption provisions relating to any Nielsen-UK Shares delivered in connection with the Merger. Under English law, persons who are neither residents nor nationals of the UK may freely hold, vote and transfer the Nielsen-UK Shares in the same manner and under the same terms as UK residents or nationals.

Dividends And Distributions

Nielsen-UK intends to continue the policy of making regular quarterly dividends on outstanding Nielsen common stock. Subject to the English Companies Act 2006 (the “English Companies Act”), the Nielsen-UK shareholders may declare a final dividend by ordinary resolution (which must be recommended by Nielsen-UK’s board of directors), and the Nielsen-UK board of directors may declare and pay interim dividends to shareholders, in accordance with their respective rights and interests in Nielsen-UK. Dividends may only be paid out of

“distributable reserves”, defined as “accumulated, realized profits, so far as not previously utilized by distribution or capitalization, less accumulated, realized losses, so far as not previously written off in a reduction or reorganization of capital”. Nielsen-UK is not permitted to pay dividends out of share capital, which includes share premiums. Realized reserves are determined in accordance with generally accepted accounting principles at the time the relevant accounts are prepared. Nielsen-UK is not permitted to make a distribution if, at the time, the amount of its net assets is less than the aggregate of its issued and paid-up share capital and undistributable reserves or to the extent that the distribution will reduce the net assets below such amount.

There are no fixed dates on which entitlement to dividends arise on any of the Nielsen-UK Shares.

The directors may, with the prior authority of an ordinary resolution of the shareholders, decide that the payment of all or any part of a dividend be satisfied by transferring non-cash assets of equivalent value, including shares or securities in any company.

The New Articles also permit a scrip dividend scheme under which the directors may, with the prior authority of an ordinary resolution of Nielsen-UK, allot to those holders of a particular class of shares who have elected to receive further shares of that class or Nielsen-UK Shares, in either case credited as fully paid instead of cash, in respect of all or part of a dividend.

If a shareholder owes any money to Nielsen-UK in respect of any shares in Nielsen-UK, the Nielsen-UK board of directors may deduct any of this money from any dividend on the relevant shares, or from other money payable by Nielsen-UK in respect of these shares. Money deducted in this way may be used to pay the amount owed to Nielsen-UK in respect of the relevant shares.

Unclaimed dividends and other amounts payable by Nielsen-UK can be invested or otherwise used by directors for the benefit of Nielsen-UK until they are claimed under English law. All dividends remaining unclaimed for a period of twelve years after they first became due for payment will be forfeited and cease to be owing to the shareholder.

Voting Rights

The New Articles provide that, unless otherwise decided by the directors, a resolution put to the vote of a general meeting will be decided on a poll taken at the meeting. Subject to any rights or restrictions as to voting attached to any class of shares and subject to disenfranchisement (i) in the event of non-payment of any call or other sum due and payable in respect of any shares not fully paid, or (ii) in the event of any non-compliance with any statutory notice requiring disclosure of an interest in shares, on a poll taken at a meeting, every qualifying shareholder present and entitled to vote on the resolution has one vote for every Nielsen-UK Share of which he, she or it is the holder.

In the case of joint holders, the vote of the senior holder who votes (or any proxy duly appointed by him) may be counted by Nielsen-UK.

Amendment To The New Articles

Under English law, shareholders may amend the New Articles by special resolution (i.e. a resolution approved by the holders of at least 75% of the aggregate voting power of the outstanding Nielsen-UK Shares that, being entitled to vote, vote on the resolution) at a general meeting.

The full text of the special resolution must be included in the notice of the meeting.

Winding Up

In the event of a voluntary winding up of Nielsen-UK, the liquidator may, on obtaining any sanction required by law, divide among the shareholders the whole or any part of the assets of Nielsen-UK, whether or not the assets consist of property of one kind or of different kinds and vest the whole or any part of the assets in trustees upon such trusts for the benefit of the members as he, with the like sanction, will determine.

The liquidator may not, however, distribute to a shareholder without his consent an asset to which there is attached a liability or potential liability for the owner.

Upon any such winding up, after payment or provision for payment of Nielsen-UK’s debts and liabilities, the holders of Nielsen-UK Shares (and any other shares outstanding at the relevant time which rank equally with such shares) will share equally, on a share for share basis, in Nielsen-UK’s assets remaining for distribution to the holders of Nielsen-UK Shares.

Preemptive Rights And New Issues Of Shares

Under English law, the Nielsen-UK board of directors is, with certain exceptions, unable to allot and issue securities without being authorized either by the shareholders in a general meeting or by the New Articles. In addition, English law requires the issuance of equity securities that are to be paid for wholly in cash (except shares held under an employees’ share scheme) must be offered first to the existing holders of equity securities in proportion to the respective nominal amounts (i.e. par values) of their holdings on the same or more favorable terms, unless a special resolution (i.e. a resolution approved by the holders of at least 75% of the aggregate voting power of the outstanding Nielsen-UK Shares that, being entitled to vote, vote on the resolution) to the contrary has been passed in a general meeting of shareholders or the articles of association otherwise provide an exclusion from this requirement (which exclusion can be for a maximum of five years after which a further shareholder approval would be required to renew the exclusion). In this context, equity securities generally means shares other than shares which, with respect to dividends or capital, carry a right to participate only up to a specified amount in a distribution, which, in relation to Nielsen-UK, include the Nielsen-UK Shares and all rights to subscribe for or convert securities into such shares.

A provision in the New Articles authorizes the directors, for a period of up to five years from the date of the shareholder resolution granting such authorization, to (i) allot shares in Nielsen-UK, or to grant rights to subscribe for or to convert or exchange any security into shares in Nielsen-UK up to an aggregate nominal amount (i.e., par value) of €91 million and (ii) exclude preemptive rights in respect of such issuances for the same period of time. The authorization will continue for five years and renewal of such authorization is expected to be sought at least once every five years, and possibly more frequently.

English law also prohibits an English company from issuing shares at a discount to nominal amount (i.e., par value) or for no consideration. If the shares are issued upon the lapse of restrictions or the vesting of any restricted stock award or any other share-based grant underlying any Nielsen-UK Shares, the nominal amount (i.e., par value) of the shares must be paid up in accordance with English law.

Disclosure Of Interests In Shares

English law gives Nielsen-UK the power to serve a notice requiring any person whom it knows has, or whom it has reasonable cause to believe has, or within the previous three years has had, any ownership interest in any Nielsen-UK Shares to disclose specified information regarding those shares. Failure to provide the information requested within the prescribed period (or knowingly or recklessly providing false information) after the date the notice is sent can result in criminal or civil sanctions being imposed against the person in default.

Under the New Articles, if any shareholder, or any other person appearing to be interested in Nielsen-UK Shares held by such shareholder, fails to give Nielsen-UK the information required by the notice, then the Nielsen-UK board of directors may withdraw voting and certain other rights, place restrictions on the rights to receive dividends and transfer such shares (including any shares allotted or issued after the date of the notice in respect of those shares).

Alteration Of Share Capital/Repurchase Of Shares

Subject to the provisions of the English Companies Act, and without prejudice to any relevant special rights attached to any class of shares, Nielsen-UK may, from time to time:

•

increase its share capital by allotting and issuing new shares in accordance with the New Articles and any relevant shareholder resolution;

•

consolidate all or any of its share capital into shares of a larger nominal amount (i.e., par value) than the existing shares;

•

subdivide any of its shares into shares of a smaller nominal amount (i.e., par value) than its existing shares; or

•

redenominate its share capital or any class of share capital.

English law prohibits Nielsen-UK from purchasing its own shares unless such purchase has been approved by its shareholders. Shareholders may approve two different types of such share purchases: “on-market” purchases or “off-market” purchases. “On-market” purchases may only be made on a “recognised investment exchange”, which does not include the NYSE, which is the only exchange on which Nielsen-UK’s shares are traded. In order to purchase its own shares, Nielsen-UK must therefore obtain shareholder approval for “off-market purchases”. This requires that Nielsen-UK shareholders pass an ordinary resolution approving the terms of the contract pursuant to which the purchase(s) are to be made. Such approval may be for a specific purchase or constitute a general authority lasting for up to five years from the date of the resolution, and renewal of such approval for additional five years terms may be sought more frequently. However, shares may only be repurchased out of distributable reserves or, subject to certain exceptions, the proceeds of a fresh issue of shares made for that purpose. A special resolution, approving the terms of contracts pursuant to which share repurchases are intended to be made over the next five years, was passed prior to the Effective Time.

Transfer Of Shares

The New Articles allow holders of Nielsen-UK Shares to transfer all or any of their shares by instrument of transfer in writing in any usual form or in any other form which is permitted by the English Companies Act and is approved by the Nielsen-UK board of directors. The instrument of transfer must be executed by or on behalf of the transferor and (in the case of a transfer of a share which is not fully paid) by or on behalf of the transferee.

Nielsen-UK (at its option) may or may not charge a fee for registering the transfer of a share or for making any other entry in the register. The Nielsen-UK board of directors may, in their absolute discretion, refuse to register a transfer of shares to any person, whether or not it is fully paid, or a share on which Nielsen-UK has a lien. If the Nielsen-UK board of directors refuses to register the transfer of a share, the instrument of transfer must be returned to the transferee as soon as practicable and in any event within two months after the date on which the transfer was lodged with Nielsen-UK with the notice of refusal and reasons for refusal unless they suspect that the proposed transfer may be fraudulent.

The Nielsen-UK board of directors is authorized under the New Articles to establish such clearing and settlement procedures for the shares of Nielsen-UK as they deem fit from time to time.

General Meetings And Notices

An annual general meeting will be called by not less than 21 clear days’ notice (i.e., excluding the date of receipt or deemed receipt of the notice and the date of the meeting itself). All other general meetings will be called by not less than 14 clear days’ notice, unless a shorter notice is agreed to by a majority in number of the shareholders having the right to attend and vote at the meeting, being a majority who together hold not less than 95% in nominal value of the shares giving that right. At least seven clear days’ notice is required for any meeting adjourned for 28 days or more or for an indefinite period.

The notice of a general meeting will be given to the shareholders (other than any who, under the provisions of the New Articles or the terms of allotment or issue of shares, are not entitled to receive notice), to the Nielsen-UK board of directors, to the beneficial owners nominated to enjoy information rights under the English Companies Act, and to the auditors. Under English law, Nielsen-UK is required to hold an annual general meeting of shareholders within six months from the day following the end of its fiscal year and, subject to the foregoing, the meeting may be held at a time and place determined by the Nielsen-UK board of directors whether within or outside of the UK.

Under English law, Nielsen-UK must convene a general meeting once it has received requests to do so from shareholders representing at least 5% of the paid up share capital of the company as carries voting rights at general meetings (excluding any paid-up capital held as treasury shares). The directors must call the meeting requested by the shareholders within 21 days from the date on which they became subject to the requirement and the meeting must be held not more than 28 days after the date of the notice convening the meeting.

Quorum . The necessary quorum for a general shareholder meeting is two shareholders entitled to vote present in person or by proxy at the meeting, save that if Nielsen-UK only has one shareholder entitled to attend and vote at the general meeting, one shareholder present in person or by proxy at the meeting and entitled to vote is a quorum. If a meeting is adjourned for lack of quorum, the quorum of the adjourned meeting will be one shareholder present in person or by proxy.

Annual Accounts And Independent Auditor

Under English law, a “quoted company”, which includes a company whose equity share capital is listed on the NYSE, must deliver to the Registrar of Companies a copy of:

•

the company’s annual accounts;

•

the directors’ remuneration report;

•

the directors’ report;

•

any separate corporate governance statement;

•

a strategic report; and

•

the auditor’s report on those accounts, the auditable part of the director’ remuneration report, the directors’ report, the strategic report and any separate corporate governance statement.

The annual accounts and reports must be presented to the shareholders at a general meeting (although no vote is required in respect of such documents). Copies of the annual accounts and reports must, unless a shareholder agrees to receive more limited information in accordance with the English Companies Act, be sent to shareholders, debenture holders and everyone entitled to receive notice of general meetings at least 21 days before the date of the meeting at which copies of the documents are to be presented. English law allows a company to distribute such documents in electronic form or by means of a website, provided that the company’s articles of association contain provisions to that effect and individual consent has been obtained from each shareholder to receive such documents in electronic form or by means of a website. The New Articles provide that such documents may be distributed in electronic form or by means of a website.

Nielsen-UK must appoint an independent auditor to make a report on its annual accounts. The auditor is usually appointed by ordinary resolution at the general meeting of the company at which the company’s annual accounts are laid. Directors can also appoint auditors at any time before the company’s first accounts meeting, after a period of exemption or to fill a casual vacancy.

The remuneration of an auditor is fixed by the members of the company by ordinary resolution or in a manner that the members by ordinary resolution determine.

Liability Of Nielsen-UK And Its Directors And Officers

Under English law, any provision that purports to exempt a director of a company (to any extent) from any liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void. Insofar as indemnification of liabilities arising under the Securities Act may be permitted to members of the Nielsen-UK board of directors, officers or persons controlling Nielsen-UK pursuant to the foregoing provisions, Nielsen-UK has been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act, and is therefore unenforceable.

Takeover Provisions

An English public limited company is potentially subject to the UK City Code on Takeovers and Mergers (the “Takeover Code”) if, among other factors, its place of central management and control is within the UK, the Channel Islands or the Isle of Man. The Takeover Panel will generally look to the residency of a company’s directors to determine where it is centrally managed and controlled. The Takeover Panel has confirmed that, based upon Nielsen-UK’s current and intended plans for its directors and management, the Takeover Code (as currently drafted) does not apply to Nielsen-UK. However, it is possible that, in the future, circumstances could change that may cause the Takeover Code to apply to Nielsen-UK.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits .

See the Exhibit Index immediately following the signature page hereto, which is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 31, 2015


NIELSEN HOLDINGS PLC

By:		/s/ Harris Black
Name:		Harris Black
Title:		Secretary

EXHIBIT INDEX

The agreements and other documents filed as exhibits to this Current Report on Form 8-K are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by the registrant in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.


Exhibit Number		Description of Document

2.1		Merger Proposal by the boards of directors of Nielsen N.V. and Nielsen Holdings Limited (now Nielsen Holdings plc) (incorporated by reference to Annex A to the registration statement on Form S-4/A (File No. 333- 202313) filed by Nielsen Holdings Limited (now Nielsen Holdings plc) on May 21, 2015)

3.1*		Articles of Association of Nielsen Holdings plc

10.1*		Form of Indemnification Agreement

10.2*		Form of Letter of Appointment

10.3*		2006 Stock Acquisition and Option Plan for Key Employees of Nielsen Holdings plc and its Subsidiaries

10.4*		Amended and Restated Nielsen 2010 Stock Incentive Plan

10.5*		Amended and Restated Arbitron Inc. 2008 Equity Compensation Plan

10.6		The Nielsen Company 401(k) Savings Plan (incorporated herein by reference to Exhibit 4.2 to the registration statement on Form S-8 filed on September 21, 2011 (File No. 333-176940))

10.6.1		First Amendment to the Nielsen Company 401(k) Savings Plan (incorporated herein by reference to Exhibit 4.2.1 to the registration statement on Form S-8 filed on September 21, 2011 (File No. 333-176940))

10.6.2		Second Amendment to the Nielsen Company 401(k) Savings Plan (incorporated herein by reference to Exhibit 4.2.2 to the registration statement on Form S-8 filed on September 21, 2011 (File No. 333-176940))

10.6.3		Third Amendment to the Nielsen Company 401(k) Savings Plan (incorporated herein by reference to Exhibit 4.2.3 to the registration statement on Form S-8 filed on September 21, 2011 (File No. 333-176940))

10.6.4		Fourth Amendment to the Nielsen Company 401(k) Savings Plan (incorporated herein by reference to Exhibit 4.2.4 to the registration statement on Form S-8 filed on September 21, 2011 (File No. 333-176940))

10.6.5		Fifth Amendment to the Nielsen Company 401(k) Savings Plan (incorporated herein by reference to Exhibit 4.2.5 to the registration statement on Form S-8 filed on September 21, 2011 (File No. 333-176940))

10.7		The Nielsen Company Savings Plan (incorporated herein by reference to Exhibit 4.3 to the registration statement on Form S-8 filed on September 21, 2011 (File No. 333-176940))



10.7.1		First Amendment to the Nielsen Company Savings Plan (incorporated herein by reference to Exhibit 4.3.1 to the registration statement on Form S-8 filed on September 21, 2011 (File No. 333-176940))

10.7.2		Second Amendment to the Nielsen Company Savings Plan (incorporated herein by reference to Exhibit 4.3.2 to the registration statement on Form S-8 filed on September 21, 2011 (File No. 333-176940))

10.7.3		Third Amendment to the Nielsen Company Savings Plan (incorporated herein by reference to Exhibit 4.3.3 to the registration statement on Form S-8 filed on September 21, 2011 (File No. 333-176940))

*	Filed or furnished herewith.

Exhibit 3.1

Company No. 9422989

INCORPORATED UNDER THE COMPANIES ACT 2006

THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

NIELSEN HOLDINGS PLC

Incorporated on 4 February 2015

Adopted on 28 May 2015

CONTENTS


Article
		Page

PART 1 INTERPRETATION AND LIMITATION OF LIABILITY			1
1.	Defined terms		1
2.	Model articles or regulations not to apply		4
3.	Liability of members		4

PART 2 DIRECTORS			4

DIRECTORS’ POWERS AND RESPONSIBILITIES			4
4.	Directors’ general authority		4
5.	Members’ reserve power		5
6.	Borrowing powers		5
7.	Directors may delegate		5
8.	Committees		6

DECISION-MAKING BY DIRECTORS			6
9.	Directors to take decisions collectively		6
10.	Calling a directors’ meeting		6
11.	Participation in directors’ meetings		7
12.	Quorum for directors’ meetings		7
13.	Meetings where total number of directors less than quorum		7
14.	Chairing directors’ meetings		8
15.	Voting at directors’ meetings: general rules		8

DIRECTORS’ INTERESTS			8
16.	Directors’ interests		8
17.	Directors’ interests other than in relation to transactions or arrangements with the Company		8
18.	Confidential information and attendance at directors’ meetings		9
19.	Declaration of interests in proposed or existing transactions or arrangements with the Company		10
20.	Ability to enter into transactions and arrangements with the Company notwithstanding interest		11
21.	Remuneration and benefits		11
22.	General voting and quorum requirements		12
23.	Proposing directors’ written resolutions		13
24.	Adoption of directors’ written resolutions		13
25.	Directors’ discretion to make further rules		14

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APPOINTMENT OF DIRECTORS		14
26.	Number of directors	14
27.	Methods of appointing directors	14
28.	Termination of director’s appointment	16
29.	Directors’ fees	17
30.	Directors’ additional remuneration	17
31.	Directors’ pensions and other benefits	17
32.	Remuneration of executive directors	18
33.	Directors’ expenses	18

PART 3 DECISION-MAKING BY MEMBERS		19

ORGANISATION OF GENERAL MEETINGS		19
34.	Annual general meetings	19
35.	Calling general meetings	19
36.	Notice of general meetings	19
37.	Attendance and speaking at general meetings	21
38.	Meeting security	21
39.	Quorum for general meetings	21
40.	Chairing general meetings	22
41.	Conduct of meeting	22
42.	Attendance and speaking by directors and non-members	23
43.	Dissolution and adjournment if quorum not present	23
44.	Adjournment if quorum present	24
45.	Notice of adjourned meeting	24
46.	Business at adjourned meeting	25

VOTING AT GENERAL MEETINGS		25
47.	Voting: general	25
48.	Errors and disputes	26
49.	Procedure on a poll	26
50.	Appointment of proxy	26
51.	Content of proxy notices	27
52.	Delivery of proxy notices	27
53.	Corporate representatives	28
54.	Termination of authority	28
55.	Amendments to resolutions	28

RESTRICTIONS ON MEMBERS’ RIGHTS		29
56.	No voting of shares on which money owed to company	29

APPLICATION OF RULES TO CLASS MEETINGS AND RIGHTS		29
57.	Variation of class rights	29

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58.	Failure to disclose interests in shares	30

PART 4 SHARES AND DISTRIBUTIONS ISSUE OF SHARES		32
59.	Allotment	32
60.	Powers to issue different classes of share	33
61.	Rights and restrictions attaching to shares	33
62.	Sterling Shareholder	35
63.	Payment of commissions on subscription for shares	35
64.	Purchase of own shares	36

INTERESTS IN SHARES		36
65.	Company not bound by less than absolute interests	36

SHARE CERTIFICATES		36
66.	Certificates to be issued except in certain cases	36
67.	Contents and execution of certificates	37
68.	Consolidated certificates	37
69.	Replacement certificates	38

PARTLY PAID SHARES		38
70.	Company’s lien over partly paid shares	38
71.	Enforcement of the company’s lien	39
72.	Call notices for Partly Paid Shares	40
73.	Liability to pay calls for Partly Paid Shares	40
74.	When call notice for Partly Paid Shares need not be issued	41
75.	Failure to comply with call notice: automatic consequences	41
76.	Payment of uncalled amount in advance	42
77.	Notice of intended forfeiture	42
78.	Directors’ power to forfeit shares	42
79.	Effect of forfeiture	42
80.	Procedure following forfeiture	43
81.	Surrender of shares	44

UNTRACED SHAREHOLDERS		44
82.	Power of sale	44
83.	Application of proceeds of sale	45

TRANSFERS AND TRANSMISSION OF SHARES		45
84.	Transfers of shares	45
85.	Transmission of shares	46
86.	Transmittees’ rights	46
87.	Exercise of transmittees’ rights	47
88.	Transmittees bound by prior notices	47

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CONSOLIDATION/DIVISION OF SHARES		47
89.	Procedure for disposing of fractions of shares	47

DISTRIBUTIONS		49
90.	Procedure for declaring dividends	49
91.	Calculation of dividends	49
92.	Payment of dividends and other distributions	50
93.	Deductions from distributions in respect of sums owed to the company	51
94.	No interest on distributions	52
95.	Unclaimed distributions	52
96.	Non-cash distributions	53
97.	Waiver of distributions	53
98.	Scrip dividends	53

CAPITALISATION OF PROFITS AND RESERVES		55
99.	Authority to capitalise and appropriation of capitalised sums	55
100.	Record dates	56

PART 5 MISCELLANEOUS PROVISIONS COMMUNICATIONS		56

COMMUNICATIONS		56
101.	Means of communication to be used	56
102.	Loss of entitlement to notices	58

ADMINISTRATIVE ARRANGEMENTS		59
103.	Secretary	59
104.	Change of name	59
105.	Authentication of documents	59
106.	Company seals	59
107.	Records of proceedings	60
108.	Destruction of documents	61
109.	Accounts	61
110.	Provision for employees on cessation of business	62
111.	Winding up of the company	63

DIRECTORS’ INDEMNITY AND INSURANCE		63
112.	Indemnity of officers and funding directors’ defence costs	63
113.	Insurance	65

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PART 1

INTERPRETATION AND LIMITATION OF LIABILITY

1.	DEFINED TERMS

1.1	In the articles, unless the context requires otherwise:

“ Act ” means the Companies Act 2006;

“ articles ” means the Company’s articles of association;

“ associate ” means any body corporate in which a company is interested directly or indirectly so that it is able to exercise or control the exercise of 20 per cent. or more of the votes eligible to be cast at general meetings on all, and substantially all, matters;

“ auditors ” means the auditors from time to time of the Company;

“ bankruptcy ” includes individual insolvency proceedings in a jurisdiction other than England and Wales or Northern Ireland which have an effect similar to that of bankruptcy and, for the avoidance of doubt, includes individual insolvency proceedings in any country which has jurisdiction over the Company which have an effect similar to that of bankruptcy;

“ business day ” means a day (not being a Saturday or Sunday) on which clearing banks are open for business in London and New York;

“ call ” has the meaning given in article 72.1;

“ call notice ” has the meaning given in article 72.1;

“ certificate ” means a paper certificate evidencing a person’s title to specified shares or other securities;

“ chairman ” means the person appointed to that role pursuant to article 14.1;

“ chairman of the meeting ” has the meaning given in article 40.4;

“ clear days ” means, in relation to a period of notice, that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;

“ company ” includes any body corporate (not being a corporation sole) or association of persons, whether or not a company within the meaning of the Act;

“ Company ” means Nielsen Holdings plc, a company incorporated in England and Wales (registered number 9422989);

“ Companies Acts ” means the Companies Acts (as defined in section 2 of the Act), in so far as they apply to the Company;

“ company’s lien ” has the meaning given in article 70.1;

“ corporate representative ” has the meaning given in article 53.1;

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“ director ” means a director of the Company, and includes any person occupying the position of director, by whatever name called;

“ Disclosure and Transparency Rules ” mean the Disclosure Rules and Transparency Rules of the UK Financial Conduct Authority made pursuant to Part VI of FSMA, as revised from time to time;

“ distribution recipient ” has the meaning given in article 92.5;

“ document ” includes, unless otherwise specified, any document sent or supplied in electronic form;

“ FSMA ” means the Financial Services and Markets Act 2000;

“ fully paid ” in relation to a share, means that the nominal value and any premium to be paid to the Company in respect of that share has been paid to the Company;

“ Group ” means the Company and its subsidiaries and subsidiary undertakings from time to time;

“ holder ” in relation to a share means the person whose name is entered in the register of members as the holder of that share;

“ instrument ” means a document in hard copy form;

“ lien enforcement notice ” has the meaning given in article 71;

“ member ” means a member of the Company including, for the avoidance of doubt, the holders of shares in the Company;

“ Model Articles ” means the model articles for public companies limited by shares contained in Schedule 3 of the Companies (Model Articles) Regulations 2008 (SI 2009/3229) as amended prior to the date on which the Company was incorporated;

“ NYSE ” means the New York Stock Exchange;

“ Ordinary Shares ” means ordinary shares of EUR 0.07 each in the capital of the Company, having the rights and restrictions set out in article 61;

“ paid ” and “ paid up ” mean paid or credited as paid;

“ participate ”, in relation to a directors’ meeting, has the meaning given in article 11.1 and “participating director” shall be construed accordingly;

“ partly paid ” in relation to a share means that part of that share’s nominal value and any premium at which it was issued which has not been paid to the Company;

“ proxy notice ” has the meaning given in article 51.1;

“ qualifying person ” means an individual who is a member of the Company, a corporate representative in relation to a meeting or a person appointed as proxy of a member in relation to a meeting;

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“ register ” means the register of members of the Company kept under section 113 of the Act and, where the context requires, any register maintained by the Company of persons holding any renounceable right of allotment of a share;

“ seal ” means the common seal of the Company or any official or securities seal that the Company may have or may be permitted to have under the Act;

“ secretary ” means the secretary of the Company and includes any joint, assistant or deputy secretary and a person appointed by the directors to perform the duties of the secretary;

“ senior holder ” means, in the case of a share held by two or more joint holders, whichever of them is named first in the register;

“ shares ” means any shares in the Company;

“ Sterling Non-Voting Shares ” means the sterling non-voting shares of the Company with a nominal value of £1 each, having the rights and restrictions set out in article 61.6;

“ Sterling Shareholder ” means any person appointed by the Company to hold the Sterling Non-Voting Shares;

“ subsidiary undertaking ” or “ parent undertaking ” is to be construed in accordance with section 1162 (and Schedule 7) of the Act and for the purposes of this definition, a subsidiary undertaking shall include any person the shares or ownership interests in which are subject to security and where the legal title to the shares or ownership interests so secured are registered in the name of the secured party or its nominee pursuant to such security;

“ transmittee ” means a person entitled to a share by reason of the death or bankruptcy of a shareholder or otherwise by operation of law; and

“ writing ” means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.

1.2	Unless the context requires otherwise, words or expressions contained in these articles bear the same meaning given by the Act as it is in force when the articles are adopted.

1.3	Where an ordinary resolution of the members is expressed to be required for any purpose, a special resolution of the members is also effective for that purpose.

1.4	References to a “ meeting ” shall not be taken as requiring more than one person to be present if any quorum requirement can be satisfied by one person.

1.5	The headings in the articles do not affect their interpretation.

1.6

References to any statutory provision or statute include all modifications and re-enactments (with or without modification) to such provision or statute and all subordinate legislation made under any such provision or statute, in each case for the time being in force. This article 1.6 does not affect the interpretation of article 1.2.

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1.7	The ejusdem generis principle of construction shall not apply. Accordingly, general words shall not be given a restrictive meaning by reason of their being preceded or followed by words indicating a particular class of acts, matters or things or by examples falling within the general words.

1.8	In the articles, words importing one gender shall include each gender and a reference to a “spouse” shall include a reference to a civil partner under the Civil Partnership Act 2004.

2.	MODEL ARTICLES OR REGULATIONS NOT TO APPLY

No model articles or regulations contained in any statute or subordinate legislation, including those contained in the Model Articles, apply as the articles of association of the Company.

3.	LIABILITY OF MEMBERS

The liability of the members is limited to the amount, if any, unpaid on the shares held by them.

PART 2

DIRECTORS

DIRECTORS’ POWERS AND RESPONSIBILITIES

4.	DIRECTORS’ GENERAL AUTHORITY

4.1	Subject to the Act and the articles, the directors are responsible for the management of the Company’s business, for which purpose they may exercise all the powers of the Company whether relating to the management of the business or not.

4.2	No alteration of the articles invalidates anything which the directors have done before the alteration.

4.3	The provisions of the articles giving specific powers to the directors do not limit the general powers given by this article 4.

4.4

The directors can appoint a person (not being a director) to an office having the title including the word “director” or attach such a title to an existing office. The directors can also terminate the appointment or use of that title. Even though a person’s title includes “director”, this does not imply that they are (or are deemed to be) directors of the Company or that they can act as a director as a result of having such a title or be treated as a director of the Company for any of the purposes of the Act or the articles.

4.5

The directors may in their discretion exercise (or cause to be exercised) the powers conferred by shares of another company held (or owned) by the Company or a power of appointment to be exercised by the Company (including the exercise of the voting power or power of appointment in favour of the appointment of a director as an officer or employee of that company).

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4.6	Subject to the Act, the directors may exercise the powers of the Company regarding keeping an overseas, local or other register and may make and vary regulations as they think fit concerning the keeping of such a register.

5.	MEMBERS’ RESERVE POWER

5.1	The members may, by special resolution, direct the directors to take, or refrain from taking, specified action.

5.2	No such special resolution invalidates anything that the directors have done before that resolution is passed.

5.3	Without prejudice to other provisions of the articles, resolutions of the directors concerning a significant change to the identity or the nature of the Company or the business of the Company shall be subject to approval of members in a general meeting, including resolutions to:

5.3.1

transfer all, or substantially all, of the assets of the Company to a third party;

5.3.2

enter into or terminate any long-term co-operation by the Company, or a subsidiary of the Company, with another legal entity or company or as a fully liable partner in a limited partnership or a general partnership, if the co-operation or termination has material consequences for the Company; and

5.3.3

effect any investment in or divestment of shares in any other company by the Company, or a subsidiary of the Company, with a value exceeding one-third of the Company’s gross assets as calculated on the basis of the Company’s balance sheet or, if the Company prepares a consolidated balance sheet, its consolidated balance sheet as included in the Company’s latest annual accounts.

5.4	The absence of approval by the members in a general meeting of a resolution of the directors for matters referred to in article 5.3 shall not invalidate a transaction as against a third party.

6.	BORROWING POWERS

The directors may exercise all the powers of the Company to borrow money and to mortgage or charge all or part of the undertaking, property and assets (present or future) and uncalled capital of the Company and, subject to the Act, to issue debentures and other securities, whether outright or as collateral security for a debt, liability or obligation of the Company or of a third party.

7.	DIRECTORS MAY DELEGATE

7.1	Subject to the articles, the directors may delegate any of the powers, authorities and discretions which are conferred on them under the articles:

7.1.1

to such person or committee;

7.1.2

by such means (including by power of attorney);

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7.1.3

to such an extent;

7.1.4

in relation to such matters or territories; and

7.1.5

on such terms and conditions;

as they think fit.

7.2	If the directors so specify, any such delegation may authorise further delegation of the directors’ powers, authorities and discretions by any person to whom they are delegated.

7.3	If the directors delegate under article 7.1, they may retain or exclude the right to exercise the delegated powers, authorities and discretions together with that person or committee.

7.4

Where a provision in the articles refers to the exercise of a power, authority or discretion by the directors and that power, authority or discretion has been delegated by the directors to a person or a committee under article 7.1, the provision shall be construed as permitting the exercise of the power, authority or discretion by that person or committee.

7.5	The directors may revoke any delegation in whole or part, or alter its terms and conditions.

8.	COMMITTEES

8.1	Committees to which the directors delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions of the articles which govern the taking of decisions by directors.

8.2	The directors may make rules of procedure for all or any committees, which prevail over rules derived from the articles.

DECISION-MAKING BY DIRECTORS

9.	DIRECTORS TO TAKE DECISIONS COLLECTIVELY

9.1	Decisions of the directors may be taken:

9.1.1

at a directors’ meeting; or

9.1.2

in the form of a directors’ written resolution in accordance with article 24.

10.	CALLING A DIRECTORS’ MEETING

10.1	Any director may call a directors’ meeting.

10.2	The secretary must call a directors’ meeting if a director so requests.

10.3	A directors’ meeting is called by giving notice of the meeting to the directors.

10.4	Notice of any directors’ meeting must indicate:

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10.4.1

its proposed date and time (which shall not be less than 48 hours after the notice is given);

10.4.2

where it is to take place; and

10.4.3

if it is anticipated that directors participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting.

10.5	Notice of a directors’ meeting must be given to each director, but need not be in writing.

10.6

Notice of a directors’ meeting need not be given to a director who waives his entitlement to notice of that meeting, by giving notice to that effect to the Company at any time before or after the date on which the meeting is held. Where such notice is given after the meeting has been held, that does not affect the validity of the meeting, or of any business conducted at it.

11.	PARTICIPATION IN DIRECTORS’ MEETINGS

11.1	Subject to the articles, directors “ participate ” in a directors’ meeting, or part of a directors’ meeting, when:

11.1.1

the meeting has been called and takes place in accordance with the articles; and

11.1.2

they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.

11.2	In determining whether a director is participating in a directors’ meeting, it is irrelevant where the director is or how he communicates with the others.

11.3	If all the directors participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.

12.	QUORUM FOR DIRECTORS’ MEETINGS

12.1	At a directors’ meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.

12.2	The quorum for directors’ meetings may be fixed from time to time by a decision of the directors and unless otherwise fixed it is two.

13.	MEETINGS WHERE TOTAL NUMBER OF DIRECTORS LESS THAN QUORUM

13.1	This article 13 applies where the total number of directors for the time being is less than the quorum for directors’ meetings.

13.2	If there is only one director, that director may appoint sufficient directors to make up a quorum or may call a general meeting to do so.

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14.	CHAIRING DIRECTORS’ MEETINGS

14.1	The directors may appoint a director to chair their meetings.

14.2	The directors may appoint other directors as vice, deputy or assistant chairmen to chair directors’ meetings in the chairman’s absence.

14.3	The directors may terminate the appointment of the chairman, vice, deputy or assistant chairman at any time.

14.4	If neither the chairman nor any director appointed generally to chair directors’ meetings in the chairman’s absence is participating in a meeting within ten minutes of the time at which it was to start, the participating directors must appoint one of their number to chair it.

15.	VOTING AT DIRECTORS’ MEETINGS: GENERAL RULES

15.1	Subject to the articles, a decision is taken at a directors’ meeting by a majority of the votes of the participating directors.

15.2	Subject to the articles, each director participating in a directors’ meeting has one vote.

DIRECTORS’ INTERESTS

16.	DIRECTORS’ INTERESTS

A director shall be authorised for the purposes of section 175 of the Act to act or continue to act as a director of the Company notwithstanding that at the time of his appointment or subsequently he also holds office as a director of, or holds any other office, employment or engagement with, any other member of the Group.

17.	DIRECTORS’ INTERESTS OTHER THAN IN RELATION TO TRANSACTIONS OR ARRANGEMENTS WITH THE COMPANY

17.1	The directors may authorise any matter proposed to them which would, if not so authorised, involve a breach of duty by a director under section 175 of the Act.

17.2	Any authorisation under article 17.1 will be effective only if:

17.2.1

any requirement as to the quorum at the meeting or part of the meeting at which the matter is considered is met without counting the director in question or any other director interested in the matter under consideration; and

17.2.2

the matter was agreed to without such directors voting or would have been agreed to if such directors’ votes had not been counted.

17.3	The directors may give any authorisation under article 17.1 upon such terms and conditions as they think fit. The directors may vary or terminate any such authorisation at any time.

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17.4	For the purposes of articles 16 to 22 a conflict of interest includes a conflict of interest and duty and a conflict of duties, and “interest” includes both direct and indirect interests.

18.	CONFIDENTIAL INFORMATION AND ATTENDANCE AT DIRECTORS’ MEETINGS

18.1

A director shall be under no duty to the Company with respect to any information which he obtains or has obtained otherwise than as a director of the Company and in respect of which he owes a duty of confidentiality to another person. In particular the director shall not be in breach of the general duties he owes to the Company by virtue of sections 171 to 177 of the Act because he:

18.1.1

fails to disclose any such information to the directors or to any director or other officer or employee of the Company; and/or

18.1.2

does not use or apply any such information in performing his duties as a director of the Company.

However, to the extent that his relationship with that other person gives rise to a conflict of interest or possible conflict of interest, this article 18.1 applies only if the existence of that relationship has been authorised by the directors under article 17.1 (subject, in any such case, to any terms and conditions upon which such authorisation was given).

18.2

Where the existence of a director’s relationship with another person has been authorised by the directors under article 17.1 and his relationship with that person gives rise to a conflict of interest or possible conflict of interest, without prejudice to the provisions of article 22, the director shall not be in breach of the general duties he owes to the Company by virtue of sections 171 to 177 of the Act because he:

18.2.1

absents himself from meetings of the directors or a committee of directors (or the relevant portions thereof) at which any matter relating to the conflict of interest or possible conflict of interest will or may be discussed or from the discussion of any such matter at a meeting or otherwise; and/or

18.2.2

makes arrangements not to receive documents and information relating to any matter which gives rise to the conflict of interest or possible conflict of interest sent or supplied by the Company and/or for such documents and information to be received and read by a professional adviser on his behalf,

for so long as he reasonably believes such conflict of interest (or possible conflict of interest) subsists, provided that if a majority of the independent directors of the Company so determine (excluding any independent director who is conflicted in respect of the particular matter), such conflicted director may be permitted to participate in the relevant meeting (or part thereof), and to receive documents and information relating to the matter, but not to vote (save to the extent that such participation or access to such documents and information would constitute a breach of applicable competition law or regulation).

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18.3	The provisions of articles 18.1 and 18.2 are without prejudice to any equitable principle or rule of law which may excuse the director from:

18.3.1

disclosing information, in circumstances where disclosure would otherwise be required under these articles; and/or

18.3.2

attending meetings or discussions or receiving documents and information as referred to in article 18.2, in circumstances where such attendance or receiving such documents and information would otherwise be required under these articles.

19.	DECLARATION OF INTERESTS IN PROPOSED OR EXISTING TRANSACTIONS OR ARRANGEMENTS WITH THE COMPANY

19.1	A director who is in any way, directly or indirectly, interested in a proposed transaction or arrangement with the Company must declare the nature and extent of his interest to the other directors before the Company enters into the transaction or arrangement.

19.2

A director who is in any way, directly or indirectly, interested in a transaction or arrangement that has been entered into by the Company must declare the nature and extent of his interest to the other directors as soon as is reasonably practicable, unless the interest has already been declared under article 19.1.

19.3	Any declaration required by article 19.1 may (but need not) be made:

19.3.1

at a meeting of the directors;

19.3.2

by notice in writing in accordance with section 184 of the Act; or

19.3.3

by general notice in accordance with section 185 of the Act.

19.4	Any declaration required by article 19.2 must be made:

19.4.1

at a meeting of the directors;

19.4.2

by notice in writing in accordance with section 184 of the Act; or

19.4.3

by general notice in accordance with section 185 of the Act.

19.5	If a declaration made under article 19.1 or 19.2 above proves to be, or becomes, inaccurate or incomplete, a further declaration must be made under article 19.1 or 19.2 as appropriate.

19.6	A director need not declare an interest under this article 19:

19.6.1

if it cannot reasonably be regarded as likely to give rise to a conflict of interest;

19.6.2

if, or to the extent that, the other directors are already aware of it (and for this purpose the other directors are treated as aware of anything of which they ought reasonably to be aware);

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19.6.3

if, or to the extent that, it concerns terms of his service contract that have been or are to be considered by a meeting of the directors or by a committee of the directors appointed for the purpose under these articles; or

19.6.4

if the director is not aware of his interest or is not aware of the transaction or arrangement in question (and for this purpose a director is treated as being aware of matters of which he ought reasonably to be aware).

20.	ABILITY TO ENTER INTO TRANSACTIONS AND ARRANGEMENTS WITH THE COMPANY NOTWITHSTANDING INTEREST

20.1	Subject to the Act and provided that he has declared to the directors the nature and extent of any direct or indirect interest of his in accordance with article 19 or where article 19.6 applies and no declaration of interest is required, a director notwithstanding his office:

20.1.1

may be a party to, or otherwise be interested in, any transaction or arrangement with the Company or in which the Company is directly or indirectly interested;

20.1.2

may act by himself or through his firm in a professional capacity for the Company (otherwise than as auditor), and in any such case on such terms as to remuneration and otherwise as the directors may decide; or

20.1.3

may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise be interested in, any body corporate in which the Company is directly or indirectly interested.

21.	REMUNERATION AND BENEFITS

21.1	A director shall not, by reason of his office, be accountable to the Company for any remuneration or other benefit which he derives from any office or employment or from any transaction or arrangement or from any interest in any body corporate:

21.1.1

the acceptance, entry into or existence of which has been authorised by the directors under article 17.1 (subject, in any such case, to any terms and conditions upon which such authorisation was given); or

21.1.2

which he is permitted to hold or enter into by virtue of article 20 or otherwise under these articles,

nor shall the receipt of any such remuneration or other benefit constitute a breach of his duty under section 176 of the Act. No transaction or arrangement authorised or permitted under articles 17.1 or 20 or otherwise under these articles shall be liable to be avoided on the ground of any such interest or benefit.

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22.	GENERAL VOTING AND QUORUM REQUIREMENTS

22.1

Save as otherwise provided by these articles, a director shall not vote on or be counted in the quorum in relation to a resolution of the directors or committee of the directors concerning a matter in which he has a direct or indirect interest which is, to his knowledge, a material interest (otherwise than by virtue of his interest in shares or debentures or other securities of or otherwise in or through the Company), but this prohibition does not apply to a resolution concerning any of the following matters:

22.1.1

the giving of a guarantee, security or indemnity in respect of money lent or obligations incurred by him or any other person at the request of or for the benefit of the Company or any of its subsidiary undertakings;

22.1.2

the giving of a guarantee, security or indemnity in respect of a debt or obligation of the Company or any of its subsidiary undertakings for which the director has assumed responsibility in whole or in part, either alone or jointly with others, under a guarantee or indemnity or by the giving of security;

22.1.3

a transaction or arrangement concerning an offer of shares, debentures or other securities of the Company or any of its subsidiary undertakings for subscription or purchase, in which offer he is or may be entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which he is to participate;

22.1.4

a transaction or arrangement to which the Company is or is to be a party concerning another company (including a subsidiary undertaking of the Company) in which he or any person connected with him is interested (directly or indirectly) whether as an officer, shareholder, creditor or otherwise (a “ relevant company ”), if he and any persons connected with him do not to his knowledge hold an interest in shares (as that term is used in sections 820 to 825 of the Act) representing one per cent. or more of either any class of the equity share capital (excluding any shares of that class held as treasury shares) in the relevant company or of the voting rights available to members of the relevant company;

22.1.5

a transaction or arrangement for the benefit of the employees of the Company or any of its subsidiary undertakings (including any pension fund or retirement, death or disability scheme) which does not award him a privilege or benefit not generally awarded to the employees to whom it relates; or

22.1.6

a transaction or arrangement concerning the purchase or maintenance of any insurance policy for the benefit of directors or for the benefit of persons including directors.

22.2

A director shall not vote on or be counted in the quorum in relation to a resolution of the directors or committee of the directors concerning his own appointment (including fixing or varying the terms of his appointment or its termination) as the holder of an office or place of profit with the Company or any body corporate in which the Company is directly or indirectly interested. Where proposals are under consideration concerning the appointment (including fixing or varying the terms of appointment or its termination) of two or more directors to offices or places of profit with the Company or a body corporate in which the Company is directly or indirectly interested, such proposals may be divided and a separate resolution considered in relation to each director. In that case, each of the directors concerned (if not otherwise debarred from voting under article 22) is entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment.

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22.3

If a question arises at a meeting as to the materiality of a director’s interest or as to the entitlement of a director to vote or be counted in a quorum and the question is not resolved by his voluntarily agreeing to abstain from voting or being counted in the quorum, the question shall be decided by resolution of the directors or committee members present at the meeting (excluding the director in question) whose majority vote is conclusive and binding on all concerned.

22.4	The members may by ordinary resolution suspend or relax the provisions of articles 16 to 22 to any extent. Subject to the Act, the members may by ordinary resolution ratify any transaction or arrangement not properly authorised by reason of a contravention of articles 16 to 22.

23.	PROPOSING DIRECTORS’ WRITTEN RESOLUTIONS

23.1	Any director may propose a directors’ written resolution.

23.2	The secretary must propose a directors’ written resolution if a director so requests.

23.3	A directors’ written resolution is proposed by giving written notice of the proposed resolution to each director.

23.4	Notice of a proposed directors’ written resolution must indicate:

23.4.1

the proposed resolution;

23.4.2

the time by which it is proposed that the directors should adopt it; and

23.4.3

the manner in which directors can indicate their agreement in writing to it, for the purposes of article 24.

24.	ADOPTION OF DIRECTORS’ WRITTEN RESOLUTIONS

24.1

A proposed directors’ written resolution is adopted when all the directors entitled to vote at a meeting of the board or of a committee of the board in respect of the proposed resolution (being not less than the number of directors required to form a quorum at a duly convened meeting) have signed one or more copies of it, or have otherwise indicated their agreement in writing to it (which may include by electronic means). A director indicates his agreement in writing to a proposed directors’ written resolution when the Company receives from him an authenticated document identifying the resolution to which it relates and indicating the director’s agreement to the resolution, in accordance with section 1146 of the Act. Once a director has so indicated his agreement, it may not be revoked.

24.2	It is immaterial whether any director signs the resolution or otherwise indicates his agreement in writing to it before or after the time by which the notice proposed that it should be adopted.

24.3	Once a directors’ written resolution has been adopted, it must be treated as if it had been a decision taken at a directors’ meeting or committee meeting in accordance with the articles. All directors shall be notified after a director’s written resolution has been passed.

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25.	DIRECTORS’ DISCRETION TO MAKE FURTHER RULES

Subject to the articles, the directors may make any rule which they think fit about how they take decisions, and about how such rules are to be recorded or communicated to directors.

APPOINTMENT OF DIRECTORS

26.	NUMBER OF DIRECTORS

26.1	Unless and until otherwise decided by the members by ordinary resolution the minimum number of directors shall be two, one of whom shall be a non-executive director.

26.2	Subject to articles 26.1 and 26.3, the directors shall determine the number of executive directors and the number of non-executive directors.

26.3	The composition of the board and, if applicable, each director shall satisfy the requirements of applicable law and any securities exchange on which the Company’s securities are listed.

26.4	Only natural persons can be non-executive directors.

26.5	The directors may appoint one of the executive directors as chief executive officer for such period as the directors may decide. The directors may also appoint other executive directors to such positions and with such titles as the directors may decide.

27.	METHODS OF APPOINTING DIRECTORS

27.1	Subject to the articles, any person who is willing to act as a director, and is permitted by law to do so, may be appointed to be a director:

27.1.1

by ordinary resolution of the members;

27.1.2

at a general meeting called under article 35.4; or

27.1.3

by a decision of the directors.

27.2	A director appointed under article 27.1.3 must retire at the conclusion of the next annual general meeting after his appointment unless he is reappointed during that meeting.

27.3

Subject to the Act, the directors may appoint one or more directors to hold an executive office with the Company for such term and on such other terms and conditions as (subject to the Act) the directors think fit. The directors may revoke or terminate an appointment, without prejudice to a claim for damages for breach of the contract of service between the director and the Company or otherwise.

27.4

Subject to the Act, the directors may enter into an agreement or arrangement with any director for the provision of any services outside the scope of the ordinary duties of a director. Any such agreement or arrangement may be made on such terms and conditions as (subject to the Act) the directors think fit and (without prejudice to any other provision of the articles) they may remunerate any such director for such services as they think fit.

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27.5	The only persons who can be elected or, as the case may be, re-elected directors at a general meeting are the following:

27.5.1

an existing director;

27.5.2

a person who is recommended by the directors;

27.5.3

a person who has been proposed by a member or members (other than the person to be proposed) in accordance with article 36.8. The written notice to be provided in accordance with article 36.8 must also:

(a)

state the particulars which would be required to be included in the register of directors if the proposed director were appointed (or reappointed), as well as all information required to be disclosed in a proxy statement or other filings required to be made under any applicable laws and any rules governing the listing of securities on any stock exchange on which all or any shares of the Company are for the time being listed or traded;

(b)

be accompanied by a notice given by the proposed director of his willingness to be appointed (or reappointed); and

(c)

include such additional disclosures regarding the proposed director (including but not limited to disclosure of such person’s interests in the Company) as may be required by the directors.

27.6	A resolution for the appointment of two or more persons as directors by a single resolution is void unless a resolution that the resolution for appointment is proposed in this way has first been proposed by the meeting without a vote being given against it.

27.7	A director need not be a member.

27.8	All acts done by:

27.8.1

a meeting of the directors;

27.8.2

a meeting of a committee of the directors;

27.8.3

written resolution of the directors; or

27.8.4

a person acting as a director or a committee member,

shall be valid notwithstanding that it is discovered afterwards that there was a defect in the appointment of a person or persons acting or that any of them were disqualified from holding office, had ceased to hold office or were not entitled to vote on the matter in question.

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28.	TERMINATION OF DIRECTOR’S APPOINTMENT

28.1

In addition to any power of removal under the Act, the members can by ordinary resolution remove a director even though his time in office has not ended (without prejudice to a claim for damages for breach of contract or otherwise) and, subject to the articles, by ordinary resolution appoint a person to replace a director who has been removed in this way.

28.2	A person ceases to be a director as soon as:

28.2.1

the period expires, if he has been appointed for a fixed period;

28.2.2

he ceases to be a director by virtue of any provision of the Act, is removed from office under the articles or is prohibited from being a director by law;

28.2.3

a bankruptcy order is made against him;

28.2.4

a composition is made with his creditors generally in satisfaction of his debts;

28.2.5

a registered medical practitioner who is treating that person gives a written opinion to the Company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months and the directors resolve that he cease to be a director;

28.2.6

by reason of his mental health, a court makes an order which wholly or partly prevents that person from personally exercising any powers or rights which that person would otherwise have and the directors resolve that he cease to be a director;

28.2.7

he is absent, without the permission of the directors, from directors’ meetings for six consecutive months and the directors resolve that he cease to be a director;

28.2.8

he is removed from office by notice addressed to him at his last-known address and signed by all his co-directors (without prejudice to a claim for damages for breach of contract or otherwise);

28.2.9

notification is received by the Company from the director that the director is resigning from office as director, and such resignation has taken effect in accordance with its terms; or

28.2.10

being an executive director he ceases, for whatever reason, to be employed or engaged by the Group.

28.3	A resolution of the directors declaring a director to have ceased to be a director under the terms of this article is conclusive as to the fact and grounds of cessation stated in the resolution.

28.4	If a director ceases to be a director for any reason, he shall cease to be a member of any committee of the directors.

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29.	DIRECTORS’ FEES

29.1	Directors may undertake any services for the Company that the directors decide.

29.2

Subject to the approval of the members in general meeting, the directors shall be entitled to receive by way of fees for their services as directors such sum and on such terms as the directors may from time to time determine. Any sum so determined may be an aggregate sum in respect of the fees for all directors or a sum in respect of the fees for each individual director provided that, in the case of an aggregate sum, such sum shall, subject to any special directions of the members in general meeting, be divided among the directors in such proportions and in such manner as the directors may from time to time decide.

29.3	Any fees payable pursuant to this article 29 shall be distinct from any salary, remuneration or other amounts payable to a director pursuant to any other provisions of the articles and shall accrue from day to day.

29.4

Subject to the Act and the articles, directors’ fees may be payable in any form and, in particular, the directors may arrange for part of a fee payable under this article 29 to be provided in the form of fully paid shares of the Company. The amount of the fee payable in this way is at the directors’ discretion. The amount of the fee will be applied to purchase or subscribe for shares on behalf of the director.

29.5	Unless the directors decide otherwise, a director is not accountable to the Company for any remuneration which he receives as a director or other officer or employee of the Company’s subsidiary undertakings or of any other body corporate in which the Company is interested.

30.	DIRECTORS’ ADDITIONAL REMUNERATION

30.1	The directors can pay additional remuneration (whether by way of salary, percentage of profits or otherwise) and expenses to any director who at the request of the directors:

30.1.1

makes a special journey for the Company;

30.1.2

performs a special service for the Company; or

30.1.3

works abroad in connection with the Company’s business.

31.	DIRECTORS’ PENSIONS AND OTHER BENEFITS

31.1	The directors may decide whether to pay or provide (by insurance or otherwise):

31.1.1

pensions, retirement or superannuation benefits;

31.1.2

death, sickness or disability benefits;

31.1.3

gratuities; or

31.1.4

other allowances,

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to any person who is or who was a director of:

31.1.5

the Company;

31.1.6

a subsidiary undertaking of the Company;

31.1.7

any company which is or was allied to or associated with the Company or any of its subsidiary undertakings; or

31.1.8

a predecessor in business of the Company or any of its subsidiary undertakings,

or to a member of his family including a spouse, former spouse or a person who is (or was) dependent on him.

31.2	For the purpose of article 31.1, the directors may establish, maintain, subscribe and contribute to any scheme trust or fund and pay premiums. The directors may arrange for this to be done either by the Company alone or in conjunction with another person.

32.	REMUNERATION OF EXECUTIVE DIRECTORS

32.1	The salary or remuneration of a director appointed to hold employment or executive office in accordance with these articles may be:

32.1.1

a fixed sum;

32.1.2

wholly or partly governed by business done or profits made; or

32.1.3

as the directors decide.

This salary or remuneration may be in addition to or instead of a fee payable to him for his services as a director under these articles.

33.	DIRECTORS’ EXPENSES

33.1	The Company may repay any reasonable travelling, hotel and other expenses which a director properly incurs in performing his duties as director in connection with his attendance at:

33.1.1

directors’ meetings;

33.1.2

committee meetings;

33.1.3

general meetings; or

33.1.4

separate meetings of the holders of any class of shares or of debentures of the Company,

or otherwise in connection with the exercise of their powers and the discharge of his responsibilities in relation to the Company.

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33.2	Subject to the Act, the directors may make arrangements to provide a director with funds to meet expenditure incurred (or to be incurred) by him for the purposes of:

33.2.1

the Company;

33.2.2

enabling him to properly perform his duties as an officer of the Company; or

33.2.3

enabling him to avoid incurring any such expenditure.

PART 3

DECISION-MAKING BY MEMBERS

ORGANISATION OF GENERAL MEETINGS

34.	ANNUAL GENERAL MEETINGS

34.1	Subject to the Act, the Company must hold an annual general meeting within six months following its accounting fiscal year end.

34.2	The directors may decide where and when to hold annual general meetings.

35.	CALLING GENERAL MEETINGS

35.1	The directors may call a general meeting whenever they think fit.

35.2

On the requirement of members under the Act, the directors must call a general meeting by way of a notice within 21 days from the date on which the directors become subject to the requirement and such general meeting must be held on a date not more than 28 days after the date of the notice calling the meeting.

35.3	At a general meeting requisited by members pursuant to article 35.2, no business may be transacted except that stated by the requisition or proposed by the directors.

35.4	A general meeting may also be called under this article 35.4. if:

35.4.1

the Company has fewer than two directors; and

35.4.2

the director (if any) is unable or unwilling to appoint sufficient directors to make up a quorum or to call a general meeting to do so,

then two or more members may call a general meeting (or instruct the secretary to do so) for the purpose of appointing one or more directors.

36.	NOTICE OF GENERAL MEETINGS

36.1

At least 21 clear days’ notice must be given to call an annual general meeting. Subject to the Act, at least 14 clear days’ notice must be given to call all other general meetings. A general meeting may be called by shorter notice if it is so agreed by a majority in number of the members having a right to attend and vote at the meeting, being a majority who together hold not less than 95 per cent. in nominal value of the shares giving that right.

36.2	Notice of a general meeting must be given to:

36.2.1

the members (other than any who, under the provisions of the articles or the terms of allotment or issue of shares, are not entitled to receive notice);

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36.2.2

the directors;

36.2.3

beneficial owners nominated to enjoy information rights under the Act; and

36.2.4

the auditors.

36.3	The directors may decide that persons entitled to receive notices of a general meeting are those on the register at the close of business on a day chosen by the directors.

36.4	Subject to the Act and any other applicable rules, the directors may decide that persons entitled to attend or vote at a general meeting are those on the register at the close of business on a day chosen by the directors.

36.5	In the case of an annual general meeting, the notice shall specify the meeting as such. In the case of a meeting to pass a special resolution, the notice shall specify the intention to propose the resolution as a special resolution.

36.6

The accidental omission to give notice of a general meeting or to send, supply or make available any document or information relating to a meeting to, or the non receipt of any such notice, document or information by, a person entitled to receive any such notice, document or information will not invalidate the proceedings at that meeting.

36.7

Subject to the Act, if, after the sending of notice of a general meeting, the directors decide that it is impractical or unreasonable for any reason to hold a general meeting at the time, date or place set out in the notice for calling the meeting, they can move or postpone the meeting (or both). Subject to the Act and any other applicable rules, an announcement of the time, date and place of the re-arranged meeting will, if practical, be published on the Company’s website. Notice of the business of the meeting does not need to be given again. The directors must take reasonable steps to ensure that any member trying to attend the meeting at the original time, date and/or place is informed of the new arrangements. If a meeting is re-arranged in this way, proxy forms can be delivered as specified in article 52. The directors can also move or postpone (or both) the re-arranged meeting under this article.

36.8

Subject to and in accordance with the Act and any other applicable rules, members may require the Company to give notice of a resolution proposed by members, if such request is made by (i) members representing at least 5 per cent. of the total voting rights of all members who have a right to vote on the relevant resolution (excluding any voting rights attached to any shares in the Company held as treasury shares); or (ii) at least 100 members who have a right to vote on the relevant resolution and hold shares in the Company on which there has been paid up an average sum, per member, of at least £100, provided that a written notice of the request:

36.8.1

is made in hardcopy form or in electronic form;

36.8.2

identify the resolution of which notice is to be given;

36.8.3

is authenticated by the member or members making it; and

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36.8.4

is received by the Company not later than:

(a)

six weeks before the annual general meeting to which the request relates; or

(b)

if later, the time at which notice is given of that meeting.

37.	ATTENDANCE AND SPEAKING AT GENERAL MEETINGS

37.1	The directors may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak and vote at it.

37.2	In determining attendance at a general meeting, it is immaterial whether any two or more members attending it are in the same place as each other.

37.3	Two or more persons who are not in the same place as each other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.

37.4	A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting.

37.5	A person is able to exercise the right to vote at a general meeting when:

37.5.1

that person is able to vote, during the meeting, on resolutions put to the vote at the meeting; and

37.5.2

that person’s vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting.

38.	MEETING SECURITY

38.1	The directors may make any arrangement and impose any restriction they consider appropriate to ensure the security of a general meeting including the searching of a person attending the meeting and the restriction of the items of personal property that may be taken into the meeting place.

38.2	The directors may authorise one or more persons, including a director or the secretary or the chairman of the meeting, to:

38.2.1

refuse entry to a meeting to a person who refuses to comply with these arrangements or restrictions; and

38.2.2

eject from a meeting any person who causes the proceedings to become disorderly.

39.	QUORUM FOR GENERAL MEETINGS

39.1	No business other than the appointment of the chairman of the meeting is to be transacted at a general meeting if the persons attending the meeting do not constitute a quorum.

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39.2	If the Company has only one member entitled to attend and vote at the general meeting, one qualifying person present at the meeting and entitled to vote is a quorum.

39.3	Subject to the Act and article 39.4, in all cases other than that in article 39.2 two qualifying persons present at the meeting and entitled to vote are a quorum.

39.4	One qualifying person present at the meeting and entitled to vote:

39.4.1

both in his own capacity as a member and as a corporate representative of one or more corporations, each of which is a member entitled to attend and vote upon the business to be transacted at the meeting;

39.4.2

as the corporate representative of two or more corporations, each of which is a member entitled to attend and vote upon the business to be transacted at the meeting;

39.4.3

both in his own capacity as a member and as a proxy duly appointed by one or more members entitled to attend and vote upon the business to be transacted at the meeting; or

39.4.4

as a proxy duly appointed by two or more members entitled to attend and vote upon the business to be transacted at the meeting,

is a quorum.

40.	CHAIRING GENERAL MEETINGS

40.1	If the directors have appointed a chairman, the chairman shall chair general meetings if present and willing to do so.

40.2	If the chairman is absent and the directors have appointed a vice, deputy or assistant chairman, then the senior of them shall act as the chairman.

40.3	If the directors have not appointed a chairman (or vice, deputy or assistant chairman), or if the chairman (or deputy or assistant chairman) is unwilling to chair the meeting or is not present within ten minutes of the time at which a meeting was due to start:

40.3.1

the directors present; or

40.3.2

(if no directors are present), the meeting,

must appoint a director or member to chair the meeting. If only one director is present and willing and able to act, he shall be the chairman. The appointment of the chairman of the meeting must be the first business of the meeting.

40.4	The person chairing a meeting in accordance with this article is referred to as the “ chairman of the meeting ”.

41.	CONDUCT OF MEETING

41.1	Without prejudice to any other power which he may have under the articles or at common law, the chairman of the meeting may take such action as he thinks fit to

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promote the orderly conduct of the business of the meeting as specified in the notice of meeting. His decision on matters of procedure or arising incidentally from the business of the meeting will be final, as will be his decision as to whether any matter is of such a nature.

41.2

If it appears to the chairman of the meeting that the meeting place specified in the notice calling the meeting is inadequate to accommodate all members entitled and wishing to attend, the meeting shall be duly constituted and its proceedings valid if the chairman is satisfied that adequate facilities are available to ensure that a member who is unable to be accommodated is able to:

41.2.1

participate in the business for which the meeting has been called;

41.2.2

exercise his rights to speak and to vote at the meeting in accordance with article 37;

41.2.3

where the facilities are made available to accommodate members attending a physical meeting:

(a)

hear and see all persons present who speak (whether by the use of microphones, loud speakers, audio visual communications equipment or otherwise), whether in the meeting place or elsewhere; and

(b)

be heard and seen by all other persons present in the same way.

42.	ATTENDANCE AND SPEAKING BY DIRECTORS AND NON-MEMBERS

42.1	Directors may attend and speak at general meetings whether or not they are members.

42.2	The chairman of the meeting may permit other persons who are not:

42.2.1

members of the Company, or

42.2.2

otherwise entitled to exercise the rights of members in relation to general meetings,

to attend and speak at a general meeting if he considers it will assist the deliberations of the meeting.

43.	DISSOLUTION AND ADJOURNMENT IF QUORUM NOT PRESENT

43.1

If a general meeting was requisitioned by members and the persons attending the meeting within 30 minutes of the time at which the meeting was due to start (or such longer time as the chairman of the meeting decides to wait) do not constitute a quorum, or if during the meeting a quorum ceases to be present, the meeting is dissolved.

43.2

In the case of a general meeting other than one requisitioned by members, if the persons attending the meeting within 30 minutes of the time at which the meeting was due to start (or such longer time as the chairman of the meeting decides to wait) do not constitute a quorum, or if during the meeting a quorum ceases to be present, the chairman of the meeting must adjourn it.

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43.3	The continuation of a general meeting adjourned under article 43.2 for lack of quorum is to take place either:

43.3.1

on a day that is not less than 14 days but not more than 28 days after it was adjourned and at a time and/or place specified for the purpose in the notice calling the meeting; or

43.3.2

where no such arrangements have been specified, on a day that is not less than 14 days but not more than 28 days after it was adjourned and at such time and/or place as the chairman of the meeting decides (or, in default, the directors decide).

43.4	In the case of a general meeting to take place under article 43.3.2, the Company must give not less than seven clear days’ notice of any adjourned meeting and the notice must state the quorum requirement.

43.5	At an adjourned meeting the quorum is one qualifying person present and entitled to vote. If a quorum is not present within five minutes from the time fixed for the start of the meeting, the adjourned meeting is dissolved.

44.	ADJOURNMENT IF QUORUM PRESENT

44.1	The chairman may, with the consent of a general meeting at which a quorum is present (and must, if so directed by the meeting), adjourn a meeting from time to time and from place to place or for an indefinite period.

44.2

Without prejudice to any other power which he may have under the provisions of the articles or at common law, the chairman of the meeting may, without the consent of the general meeting, interrupt or adjourn a meeting from time to time and from place to place or for an indefinite period if he decides that it has become necessary to do so in order to:

44.2.1

secure the proper and orderly conduct of the meeting;

44.2.2

give all persons entitled to do so a reasonable opportunity of speaking and voting at the meeting; or

44.2.3

ensure that the business of the meeting is properly disposed of.

45.	NOTICE OF ADJOURNED MEETING

45.1	Whenever a general meeting is adjourned for 28 days or more or for an indefinite period under article 44 at least seven clear days’ notice shall be given to:

45.1.1

the members (other than any who, under the provisions of the articles or the terms of allotment or issue of the shares, are not entitled to receive notice);

45.1.2

the directors;

45.1.3

beneficial owners nominated to enjoy information rights under the Act; and

45.1.4

the auditors.

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Except in these circumstances it is not necessary to give notice of a general meeting adjourned under article 44 or of the business to be transacted at the adjourned meeting.

45.2	The directors may decide that persons entitled to receive notice of an adjourned meeting in accordance with this article 45 are those persons entered on the register at the close of business on a day chosen by the directors.

45.3	Subject to the Act and any other applicable rules, the directors may decide that persons entitled to attend or vote at an adjourned meeting are those on the register at the close of business on a day chosen by the directors.

46.	BUSINESS AT ADJOURNED MEETING

46.1	No business may be transacted at an adjourned general meeting which could not properly have been transacted at the meeting if the adjournment had not taken place.

VOTING AT GENERAL MEETINGS

47.	VOTING: GENERAL

47.1	Unless otherwise decided by the directors, a resolution put to the vote of a general meeting must be decided on a poll taken at the meeting.

47.2

Subject to special rights or restrictions as to voting attached to any class of shares by or in accordance with the articles, where voting is conducted by way of a poll at a meeting, every qualifying member present and entitled to vote on the resolution has one vote in respect of each share held by the relevant member.

47.3	In the case of joint holders of a share, only the vote of the senior holder who votes (or any proxy duly appointed by him) may be counted by the Company.

47.4

A member in respect of whom an order has been made by a court or official having jurisdiction (whether in the United Kingdom or elsewhere) that he is or may be suffering from mental disorder or is otherwise incapable of running his affairs may vote by his guardian, receiver, curator bonis or other person authorised for that purpose and appointed by the court. A guardian, receiver, curator bonis or other person authorised for that purpose and appointed by the court may vote by proxy if evidence (to the satisfaction of the directors) of the authority of the person claiming to exercise the right to vote is received at the registered office of the Company (or at another place specified in accordance with the articles for the delivery or receipt of forms of appointment of a proxy) or in any other manner specified in the articles for the appointment of a proxy within the time limits prescribed by the articles for the appointment of a proxy for use at the meeting or adjourned meeting.

47.5	In the case of an equality of votes, the chairman of the meeting shall not be entitled to a casting vote.

47.6	The Company is not obliged to verify that a proxy or corporate representative has acted in accordance with the terms of his appointment and any failure to so act in accordance with the terms of his appointment shall not affect the validity of any proceedings at a meeting of the Company.

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48.	ERRORS AND DISPUTES

48.1	No objection may be raised to the qualification of a voter or to the counting of, or failure to count, a vote except at the meeting or adjourned meeting at which the vote objected to is tendered. Every vote not disallowed at the meeting is valid.

48.2	Any such objection must be referred to the chairman of the meeting whose decision is final. An objection only invalidates the decision of a meeting if in the opinion of the chairman of the meeting, it is of sufficient magnitude to affect the decision of the meeting.

49.	PROCEDURE ON A POLL

49.1	Subject to the articles, polls at general meetings must be taken when, where and in such manner as the chairman of the meeting directs.

49.2	The chairman of the meeting may appoint scrutineers (who need not be members) and decide how and when the result of the poll is to be declared.

49.3	The result of a poll shall be the decision of the general meeting in respect of the resolution on which voting is conducted by way of a poll.

49.4	On a poll taken at a general meeting of the Company, a qualifying person present and entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way.

50.	APPOINTMENT OF PROXY

50.1	A member may appoint another person as his proxy to exercise all (or any) of his rights to attend and to speak and to vote on:

50.1.1

a resolution;

50.1.2

an amendment of a resolution; or

50.1.3

on other business arising at a general meeting of the Company.

Unless the contrary is stated in it, the appointment of a proxy shall be deemed to confer authority to exercise all such rights, as the proxy thinks fit.

50.2	A member may appoint more than one proxy in relation to a general meeting, provided that each proxy is appointed to exercise the rights attached to different shares held by the member.

50.3

When two or more valid but differing appointments of proxy are received for the same share for use at the same general meeting, the one which is last validly delivered or received (regardless of its date or the date of its execution) shall be treated as replacing and revoking the other or others as regards that share. If the Company is unable to determine which appointment was last validly delivered or received, none of them shall be treated as valid in respect of that share.

50.4	A proxy need not be a member.

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50.5	The appointment of a proxy shall (unless the contrary is stated in it) be valid for an adjournment of the general meeting as well as for the meeting to which it relates.

50.6	The appointment of a proxy shall be valid for 12 months from the date of execution or, in the case of an appointment of proxy delivered by electronic means, for 12 months from the date of delivery unless otherwise specified by the directors.

50.7	Subject to the Act and any other applicable rules, the Company may send a form of appointment of proxy to all or none of the persons entitled to receive notice of and to vote at a meeting.

51.	CONTENT OF PROXY NOTICES

51.1	Subject to article 51.2, the appointment of a proxy (a “ proxy notice ”) shall be in writing in any usual form (or in another form approved by the directors) and shall be:

51.1.1

signed by the appointor or his duly appointed attorney; or

51.1.2

if the appointor is a company, executed under its seal or signed by its duly authorised officer or attorney or other person authorised to sign.

51.2	Subject to the Act, the directors may accept a proxy notice received by electronic means on such terms and subject to such conditions as they consider fit.

51.3	A proxy notice received by electronic means shall not be subject to the requirements of article 51.1.

51.4	For the purposes of articles 51.1 and 51.2, the directors may require such reasonable evidence they consider necessary to determine:

51.4.1

the identity of the member and the proxy; and

51.4.2

where the proxy is appointed by a person acting on behalf of the member, the authority of that person to make the appointment.

52.	DELIVERY OF PROXY NOTICES

52.1	Any notice of a general meeting must specify the address or addresses (“ proxy notification address ”) at which the Company or its agents will receive proxy notices relating to that meeting, or any adjournment of it, delivered in hard copy or by electronic means.

52.2	A person who is entitled to attend, speak or vote at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been received by the Company by or on behalf of that person.

52.3	Subject to articles 52.4 and 52.5, a proxy notice must be received at a proxy notification address not less than 48 hours (excluding any part of a day that is not a working day) before the general meeting or adjourned meeting to which it relates.

52.4	In the case of a general meeting adjourned for not more than 48 hours, the proxy notice must be received by not later than the adjourned meeting.

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52.5	In the case of a meeting adjourned for less than 28 days but more than 48 hours, the proxy notice must be received at a proxy notification address not less than 24 hours (excluding any part of a day that is not a working day) before the time appointed for the holding of the adjourned meeting.

53.	CORPORATE REPRESENTATIVES

53.1	In accordance with the Act, a corporation which is a member may, by resolution of its directors or other governing body, authorise a person or persons to act as its representative or representatives at any general meeting of the Company (a “ corporate representative ”).

53.2	A director, the secretary or other person authorised for the purpose by the secretary may require a corporate representative to produce a certified copy of the resolution of authorisation before permitting the corporate representative to exercise his powers.

54.	TERMINATION OF AUTHORITY

54.1	The termination of the authority of a person to act as proxy or as a corporate representative does not affect:

54.1.1

whether he counts in deciding whether there is a quorum at a general meeting;

54.1.2

the validity of anything he does as chairman of a meeting; or

54.1.3

the validity of a vote given by that person,

unless the Company receives notice of the termination at the proxy notification address not later than the last time at which a proxy notice should have been received in order to be valid for use at the relevant meeting or adjourned meeting.

55.	AMENDMENTS TO RESOLUTIONS

55.1	No amendment to a resolution duly proposed as a members’ ordinary resolution (other than an amendment to correct a grammatical or other non-substantive error) may be considered or voted on unless:

55.1.1

(i) at least 48 hours (excluding any part of a day that is not a working day) before the time appointed for holding the general meeting or adjourned meeting at which the members’ ordinary resolution is to be considered, notice of the terms of the amendment and intention to move it has been received at the registered office of the Company; or (ii) the chairman of the meeting in his absolute discretion decides that the amendment may be considered or voted on; and

55.1.2

the proposed amendment does not, in the opinion of the chairman of the meeting, materially alter the scope of the resolution.

55.2	If an amendment proposed to a members’ resolution under consideration is ruled out of order by the chairman of the meeting the proceedings on the substantive resolution are not invalidated by an error in his ruling.

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55.3	A special resolution of the members to be proposed at a general meeting may be amended by a members’ ordinary resolution, if:

55.3.1

the chairman of the meeting proposes the amendment at the general meeting at which the special resolution is to be proposed; and

55.3.2

the amendment does not go beyond what is necessary to correct a grammatical or other non-substantive error in the special resolution.

55.4	If the chairman of the meeting, acting in good faith, wrongly decides that an amendment to a members’ resolution is out of order, the chairman’s error does not invalidate the vote on that resolution.

RESTRICTIONS ON MEMBERS’ RIGHTS

56.	NO VOTING OF SHARES ON WHICH MONEY OWED TO COMPANY

Unless the directors decide otherwise, no voting rights (or other rights conferred by membership in relation to a meeting) attached to a share may be exercised at any general meeting or at any adjournment of it unless all amounts payable to the Company in respect of that share have been paid.

APPLICATION OF RULES TO CLASS MEETINGS AND RIGHTS

57.	VARIATION OF CLASS RIGHTS

57.1

Subject to the Act, the rights attached to a class of shares may be varied or abrogated (whether or not the Company is being wound up) either with the consent in writing of the holders of at least three quarters in nominal value of the issued shares of that class (excluding any shares of that class held as treasury shares) or with the sanction of a special resolution passed at a separate meeting of the holders of the issued shares of that class validly held in accordance with article 57.3 and other relevant provisions of the articles.

57.2

The rights attached to a class of shares are not, unless otherwise expressly provided for in the rights attaching to those shares, deemed to be varied by the creation, allotment or issue of further shares ranking pari passu with or subsequent to them or by the purchase or redemption by the Company of its own shares in accordance with the Act.

57.3	Subject to sections 334(2), 334(2A) and section 334(3) of the Act, a separate meeting for the holders of a class of shares must be called and conducted as nearly as possible in the same way as a general meeting, except that:

57.3.1

no member is entitled to notice of it or to attend unless he is a holder of shares of that class;

57.3.2

no vote may be cast except in respect of a share of that class;

57.3.3

the quorum at a meeting (other than an adjourned meeting) is two qualifying persons present and holding at least one-third in nominal value of the issued shares of that class (excluding any shares of that class held as treasury shares);

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57.3.4

the quorum at an adjourned meeting is one qualifying person present and holding shares of that class; and

57.3.5

any qualifying person holding shares of that class present may demand a poll.

58.	FAILURE TO DISCLOSE INTERESTS IN SHARES

58.1

Where notice is served by the Company under section 793 of the Act (a “ section 793 notice ”) on a member, or another person appearing to be interested in shares held by that member, and the member or other person has failed in relation to any shares (the “ default shares ”, which expression includes any shares allotted or issued after the date of the section 793 notice in respect of those shares) to give the Company the information required within the prescribed period from the date of service of the section 793 notice, the following sanctions apply, unless the directors otherwise decide:

58.1.1

the member shall not be entitled in respect of the default shares to be present or to vote (either in person, by proxy or by corporate representative) at a general meeting or at a separate meeting of the holders of a class of shares; and

58.1.2

where the default shares represent at least 0.25 per cent. in nominal value of the issued shares of their class (excluding any share of their class held as treasury shares):

(a)

a dividend (or any part of a dividend) or other amount payable in respect of the default shares shall be withheld by the Company, which has no obligation to pay interest on it, and the member shall not be entitled to elect, under article 97, to receive shares instead of a dividend; and

(b)

no transfer of any default shares shall be registered unless the transfer is an excepted transfer or:

(i)

the member is not himself in default in supplying the information required; and

(ii)

the member proves to the satisfaction of the directors that no person in default in supplying the information required is interested in any of the shares the subject of the transfer.

58.2	The sanctions under article 58.1 cease to apply seven days after the earlier of:

58.2.1

receipt by the Company of notice of an excepted transfer, but only in relation to the shares thereby transferred; and

58.2.2

receipt by the Company, in a form satisfactory to the directors, of all the information required by the section 793 notice.

58.3

Where, on the basis of information obtained from a member in respect of a share held by him, the Company issues a section 793 notice to another person, it shall at the same time send a copy of the section 793 notice to the member, but the accidental omission to do so, or the non-receipt by the member of the copy, does not invalidate or otherwise affect the application of article 58.1.

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58.4	For the purposes of this article 58:

58.4.1

a person, other than the member holding a share, shall be treated as appearing to be interested in that share if the member has informed the Company that the person is or may be interested, or if the Company (after taking account of information obtained from the member or, under a section 793 notice, from anyone else) knows or has reasonable cause to believe that the person is or may be so interested;

58.4.2

“ interested ” shall be construed as it is for the purpose of section 793 of the Act;

58.4.3

reference to a person having failed to give the Company the information required by a section 793 notice, or being in default in supplying such information, includes:

(a)

reference to his having failed or refused to give all or any part of it; and

(b)

reference to his having given information which he knows to be false in a material particular or having recklessly given information which is false in a material particular;

58.4.4

the “ prescribed period ” means 14 days; and

58.4.5

an “ excepted transfer ” means, in relation to shares held by a member:

(a)

a transfer pursuant to acceptance of a takeover offer for the Company (within the meaning of section 974 of the Act); or

(b)

a transfer in consequence of a sale made through a recognised investment exchange (as defined in the FSMA) or through any stock exchange on which shares in the capital of the Company are normally traded; or

(c)

a transfer which is shown to the satisfaction of the directors to be made in consequence of a sale of the whole of the beneficial interest in the shares to a person who is unconnected with the member or with any other person appearing to be interested in the shares.

58.5	The provisions of this article are in addition and without prejudice to the provisions of the Act.

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PART 4

SHARES AND DISTRIBUTIONS

ISSUE OF SHARES

59.	ALLOTMENT

59.1

Subject to the Act and relevant authority given by the members in general meeting, the directors have general and unconditional authority to allot, grant options over, or otherwise dispose of, unissued shares of the Company or rights to subscribe for or convert any security into shares, to such persons, at such times and on such terms as the directors may decide, except that no share may be issued at a discount.

59.2

The directors have general and unconditional authority, pursuant to section 551 of the Act, to exercise all powers of the Company to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company to an aggregate nominal amount equal to the general allotment amount for (as the case may be) the first period and thereafter, each subsequent period.

59.3

By the authority conferred by article 59.2, the directors may during a period which is the first period or a subsequent period, make offers and enter into agreements before the authority expires which would, or might, require shares in the Company to be allotted or rights to subscribe for or convert any security in the Company to be granted after the authority expires and the directors may allot such shares or grant such rights under any such offer or agreement as if the authority had not expired.

59.4

The directors have general power, pursuant to section 570 of the Act, to allot equity securities for cash pursuant to the authority conferred by article 59.2 and/or where the allotment constitutes an allotment of equity securities by virtue of section 560(2) of the Act, in each case free of the restriction in section 561(1) of the Act for (as the case may be) the first period and thereafter, each subsequent period. This power is limited to the allotment of equity securities up to a nominal amount equal to the pre-emption disapplication amount.

59.5

By the power conferred by article 59.4, the directors may, during a period which is a first period or a subsequent period, make offers and enter into agreements which would, or might, require equity securities to be allotted after the power expires and the directors may allot equity securities under any such offer or agreement as if the power had not expired.

59.6	In this article 59:

59.6.1

“ first period ” means the period commencing on the date of the granting of the authority referred to in article 59.2 or the power referred to in article 59.4 (as the case may be), either pursuant to the articles or a resolution of the members (the “original authority”), and expiring on the date on which a resolution of the members to renew such authorities (or either of them, respectively) is passed or the fifth anniversary of the date of the original authority, whichever is the earlier;

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59.6.2

“ general allotment amount ” means, for the first period, EUR91,000,000.00 and, for a subsequent period, the amount stated in the relevant ordinary or special resolution and identified as the general allotment amount;

59.6.3

“ pre-emption disapplication amount ” means, for the first period, EUR91,000,000.00 and, for a subsequent period, the amount stated in the relevant special resolution;

59.6.4

“ subsequent period ” means any period starting on or after the expiry of the first period for which the authority conferred by:

(a)

article 59.2 is renewed by ordinary or special resolution stating the general allotment amount; or

(b)

article 59.4 is renewed by special resolution stating the pre-emption disapplication amount; and

59.6.5

the nominal amount of securities is, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of shares which may be allotted pursuant to those rights.

59.7

The directors may at any time after the allotment of a share, but before a person has been entered in the register as the holder of the share, recognise a renunciation of the share by the allottee in favour of another person and may grant to an allottee a right to effect a renunciation on such terms and conditions as the directors think fit.

60.	POWERS TO ISSUE DIFFERENT CLASSES OF SHARE

60.1

Subject to the Act, any other applicable rules and the articles, but without prejudice to the rights attached to any existing share, the Company may issue shares with such rights or restrictions as may be determined by ordinary resolution of the members. If no such resolution is passed or if the relevant resolution does not make specific provision, the directors may determine these rights and restrictions.

60.2	Subject to the Act and any other applicable rules, the Company may issue shares which are to be redeemed, or are liable to be redeemed at the option of the Company or the holder, and the directors may determine the terms, conditions and manner of redemption of any such shares.

61.	RIGHTS AND RESTRICTIONS ATTACHING TO SHARES

Ordinary Shares

61.1	The Ordinary Shares shall entitle the holders thereof to the rights set out below.

Dividend

61.2	Subject to the Act, the directors may declare and pay dividends on the Ordinary Shares in accordance with articles 90 to 98.

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Return of capital

61.3	On a return of capital on a winding-up or otherwise, any surplus assets of the Company available for distribution shall be distributed to each holder of an Ordinary Share pro rata to its shareholding.

Votes

61.4	Subject to article 58, each holder of an Ordinary Share shall have one vote for every Ordinary Share of which it is the holder.

Pre-emption right

61.5

Subject to the Act and any other applicable rules, if Ordinary Shares are to be allotted, each holder of an Ordinary Share holds a pre-emption right to acquire a proportion of such Ordinary Shares equal to the aggregate nominal value of its Ordinary Shares in proportion to the aggregate nominal value of all Ordinary Shares immediately prior to such allotment.

Sterling Non-Voting Shares

61.6	The Sterling Non-Voting Shares shall entitle the holders thereof to the rights set out below.

Dividend

61.7	The holders of the Sterling Non-Voting Shares shall not be entitled to participate in the profits of the Company.

Return of capital

61.8

On a return of capital of the Company on a winding up or otherwise, the holders of the Sterling Non-Voting Shares shall be entitled to receive out of the assets of the Company available for distribution to its shareholders the sum of, in aggregate, £1 but shall not be entitled to any further participation in the assets of the Company.

Votes

61.9

The Sterling Shareholder shall have no right to attend, speak or vote, either in person or by proxy, at any general meeting of the Company or any meeting of a class of members of the Company in respect of the Sterling Non-Voting Shares (save where required by law) and shall not be entitled to receive any notice of meeting.

Transfer

61.10

The Sterling Non-Voting Shares shall not be transferable save with the prior consent of the directors.

Redemption or repurchase

61.11

The Company may redeem the Sterling Non-Voting Shares for nil consideration at any time.

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Rights and restrictions

61.12

If rights and restrictions attaching to shares are determined by ordinary resolution of the members or by the directors under article 60, those rights and restrictions shall apply in place of any rights or restrictions that would otherwise apply by virtue of the Act in the absence of any provisions in the articles, as if those rights and restrictions were set out in the articles.

62.	STERLING SHAREHOLDER

62.1

Subject to the provisions of the Act, but without prejudice to any indemnity to which the Sterling Shareholder may otherwise be entitled, the Sterling Shareholder is entitled to be indemnified out of the assets of the Company against all costs, charges, losses and liabilities incurred by it as a result of investigating, defending or settling a claim made against it in its capacity as Sterling Shareholder by the Company or any of the members (or any person interested in shares) unless and to the extent that such costs, charge, loss or liability is due to the fraud, negligence or wilful default of the Sterling Shareholder.

62.2

Save as otherwise expressly provided in the articles, the Sterling Shareholder shall not be liable to the Company in respect of anything done or omitted to be done by it in its capacity as the Sterling Shareholder under or in relation to any of the articles otherwise than by reason of its own fraud, negligence or wilful default.

62.3	The Sterling Shareholder:

62.3.1

does not owe any duty to any member (or any person interested in shares);

62.3.2

shall be immune from suit, execution, attachment (whether in aid of execution, before judgment or otherwise) or other legal process brought against it by any member (or any person interested in shares); and

62.3.3

shall not be liable to any member (or any person interested in shares),

in respect of anything done or omitted to be done by it in its capacity as the Sterling Shareholder otherwise than by reason of its own fraud, negligence or wilful default.

62.4

Without prejudice to article 62.2, no member (or any person interested in shares) shall commence proceedings against the Sterling Shareholder in respect of any action or omission of the Sterling Shareholder in its capacity as the Sterling Shareholder which is in accordance with the articles. If the Sterling Shareholder ceases to act for any reason, the directors shall be entitled, but not obliged, to appoint a replacement to act as Sterling Shareholder.

63.	PAYMENT OF COMMISSIONS ON SUBSCRIPTION FOR SHARES

63.1	Subject to the Act, the Company may pay any person a commission in consideration for that person:

63.1.1

subscribing, or agreeing to subscribe, for shares; or

63.1.2

procuring, or agreeing to procure, subscriptions for shares.

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63.2	Subject to the Act, any such commission may be paid:

63.2.1

in cash, or in fully paid or partly paid shares or other securities, or partly in one way and partly in the other; and

63.2.2

in respect of a conditional or an absolute subscription.

64.	PURCHASE OF OWN SHARES

64.1

Subject to, and in accordance with, the provisions of the Act, the Company is authorised generally and unconditionally to purchase any of its own shares of any class (including redeemable shares) on the terms of any buyback contract approved by the members (or otherwise as may be permitted by the Act).

64.2	Subject to article 64.1, the directors may, at their absolute discretion, determine the terms and conditions of any such buyback contract as they see fit.

64.3	The authority conferred by article 64.1 shall expire on the fifth anniversary of the date of adoption of the articles unless a resolution of the members to renew or vary such authority is passed prior to its expiry.

INTERESTS IN SHARES

65.	COMPANY NOT BOUND BY LESS THAN ABSOLUTE INTERESTS

Except as required by law or the articles, no person is to be recognised by the Company as holding any share upon any trust and the Company is not in any way to be bound by or recognise any interest in a share other than the holder’s absolute ownership of it and all the rights attaching to it.

SHARE CERTIFICATES

66.	CERTIFICATES TO BE ISSUED EXCEPT IN CERTAIN CASES

66.1

Except where otherwise provided in the articles, the Company must issue each member with one or more certificates in respect of the shares which that member holds within two months of allotment or lodgement with the Company of a transfer to him of those shares or any other period as the terms of issue of the shares provide.

66.2	This article does not apply to:

66.2.1

shares in respect of which a share warrant has been issued; or

66.2.2

shares in respect of which the Companies Acts permit the Company not to issue a certificate; or

66.2.3

Sterling Non-Voting Shares.

66.3	Except as otherwise specified in the articles, all certificates must be issued free of charge.

66.4	No certificate may be issued in respect of shares of more than one class.

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66.5	If more than one person holds a share, only one certificate may be issued in respect of it. Delivery of a certificate to the senior holder shall constitute delivery to all of the holders of the share.

67.	CONTENTS AND EXECUTION OF CERTIFICATES

67.1	Every certificate must specify:

67.1.1

in respect of how many shares and of what class it is issued;

67.1.2

the nominal value of those shares;

67.1.3

the amount paid up on them; and

67.1.4

any distinguishing numbers assigned to them.

67.2	Certificates must:

67.2.1

be executed under the Company’s seal, which may be affixed or printed on it; or

67.2.2

be otherwise executed in accordance with the Companies Acts.

68.	CONSOLIDATED CERTIFICATES

68.1	When a member’s holding of shares of a particular class increases, the Company may issue that member with:

68.1.1

a single, consolidated certificate in respect of all the shares of a particular class which that member holds; or

68.1.2

a separate certificate in respect of only those shares by which that member’s holding has increased.

68.2

When a member’s holding of shares of a particular class is reduced, the Company must ensure that the member is issued with one or more certificates in respect of the number of shares held by the member after that reduction. But the Company need not (in the absence of a request from the member) issue any new certificate if:

68.2.1

all the shares which the member no longer holds as a result of the reduction; and

68.2.2

none of the shares which the member retains following the reduction,

were, immediately before the reduction, represented by the same certificate.

68.3	A member may request the Company, in writing, to replace:

68.3.1

the member’s separate certificates with a consolidated certificate, or

68.3.2

the member’s consolidated certificate with two or more separate certificates representing such proportion of the shares as the member may specify.

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68.4	When the Company complies with such a request it may charge such reasonable fee as the directors may decide for doing so.

68.5	A consolidated certificate or separate certificates must not be issued unless any certificates which they are to replace have first been returned to the Company for cancellation or the holder has complied with such conditions as to evidence and indemnity as the directors decide.

69.	REPLACEMENT CERTIFICATES

69.1	Subject to having first complied with the obligations in articles 69.2.2 and 69.2.3, if a certificate issued in respect of a member’s shares is:

69.1.1

damaged or defaced; or

69.1.2

said to be lost, stolen or destroyed,

that member is entitled to be issued with a replacement certificate in respect of the same shares.

69.2	A member exercising the right to be issued with such a replacement certificate:

69.2.1

may at the same time exercise the right to be issued with a single certificate or separate certificates;

69.2.2

must return the certificate which is to be replaced to the Company if it is damaged or defaced; and

69.2.3

must comply with such conditions as to evidence, indemnity and the payment of a reasonable fee as the directors decide.

PARTLY PAID SHARES

70.	COMPANY’S LIEN OVER PARTLY PAID SHARES

70.1	The Company has a lien (the “ company’s lien ”) over every share which is partly paid for any part of:

70.1.1

that share’s nominal value; and

70.1.2

any premium at which it was issued,

which has not been paid to the Company, and which is payable immediately or at some time in the future, whether or not a call notice has been sent in respect of it.

70.2	The company’s lien over a share:

70.2.1

takes priority over any third party’s interest in that share; and

70.2.2

extends to any dividend or other money payable by the Company in respect of that share and (if the lien is enforced and the share is sold by the Company) the proceeds of sale of that share.

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70.3

The directors may at any time decide that a share which is or would otherwise be subject to the Company’s lien shall not be subject to it, either wholly or in part. Unless otherwise agreed with the transferee, the registration of a transfer of a share operates as a waiver of the Company’s lien (if any) on that share solely for the purposes of the transfer.

71.	ENFORCEMENT OF THE COMPANY’S LIEN

71.1	Subject to the provisions of this article, if:

71.1.1

a lien enforcement notice has been given in respect of a share; and

71.1.2

the person to whom the notice was given has failed to comply with it,

the Company may sell that share in such manner as the directors decide.

71.2	A lien enforcement notice:

71.2.1

must be in writing;

71.2.2

may only be given in respect of a share which is subject to the company’s lien, in respect of which a sum is payable and the due date for payment of that sum has passed;

71.2.3

must specify the share concerned;

71.2.4

must require payment of the sum payable within 14 days of the notice;

71.2.5

must be addressed either to the holder of the share or to a person entitled to it by reason of the holder’s death, bankruptcy or otherwise; and

71.2.6

must state the company’s intention to sell the share if the notice is not complied with.

71.3	Where shares are sold under this article:

71.3.1

the directors may authorise any person to execute an instrument of transfer of the shares to the purchaser or a person nominated by the purchaser; and

71.3.2

the transferee is not bound to see to the application of the purchase money, and the transferee’s title is not affected by any irregularity in or invalidity of the process leading to the sale.

71.4	The net proceeds of any such sale (after payment of the costs of sale and any other costs of enforcing the lien) must be applied:

71.4.1

first, in payment or towards satisfaction of the amount in respect of which the lien exists; and

71.4.2

secondly, to the person entitled to the shares immediately before the sale, but only after the certificate for the shares sold has been surrendered to the Company for cancellation, or a suitable indemnity has been given for any lost certificates.

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71.5	A statutory declaration by a director or the secretary that the declarant is a director or the secretary and that a share has been sold to satisfy the Company’s lien on a specified date:

71.5.1

is conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share; and

71.5.2

subject to compliance with any other formalities of transfer required by the articles or by law, constitutes a good title to the share.

72.	CALL NOTICES FOR PARTLY PAID SHARES

72.1

Subject to the articles and the terms on which shares are allotted, the directors may send a notice (a “ call notice ”) to a member requiring the member to pay the Company a specified sum of money (a “ call ”) which is payable in respect of shares which that member holds at the date of the call notice.

72.2	A call notice:

72.2.1

may not require a member to pay a call which exceeds the total sum unpaid on that member’s shares (whether as to the share’s nominal value or any amount payable to the Company by way of premium);

72.2.2

must state the date by which it is to be paid (the “ due date for payment ”) and how any call to which it relates it is to be paid; and

72.2.3

may permit or require the call to be paid by instalments.

72.3	A member must comply with the requirements of a call notice, but no member is obliged to pay any call before 14 days have passed since the notice was given.

72.4	Before the Company has received any call due under a call notice the directors may:

72.4.1

revoke it wholly or in part; or

72.4.2

specify a later time for payment than is specified in the call notice,

by a further notice in writing to the member in respect of whose shares the call is made.

72.5	Delivery of a call notice to the senior holder shall constitute delivery to all of the holders of the share.

73.	LIABILITY TO PAY CALLS FOR PARTLY PAID SHARES

73.1	Liability to pay a call is not extinguished or transferred by transferring the shares in respect of which it is required to be paid.

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73.2	Joint holders of a share are jointly and severally liable to pay all calls in respect of that share.

73.3	Subject to the terms on which shares are allotted, the directors may, when issuing shares, provide that call notices sent to the holders of those shares may require them:

73.3.1

to pay calls which are not the same; or

73.3.2

to pay calls at different times.

74.	WHEN CALL NOTICE FOR PARTLY PAID SHARES NEED NOT BE ISSUED

74.1	A call notice need not be issued in respect of sums which are specified, in the terms on which a share is issued, as being payable to the Company in respect of that share (whether in respect of nominal value or premium):

74.1.1

on allotment;

74.1.2

on the occurrence of a particular event; or

74.1.3

on a date fixed by or in accordance with the terms of issue,

each a “ due date for payment ”.

74.2

But if the due date for payment of such a sum has passed and it has not been paid, the holder of the share concerned at the due date for payment is treated in all respects as having failed to comply with a call notice in respect of that sum, and is liable to the same consequences as a person having failed to comply with a call notice as regards the payment of interest and forfeiture.

75.	FAILURE TO COMPLY WITH CALL NOTICE: AUTOMATIC CONSEQUENCES

75.1	If a person is liable to pay a call and fails to do so by the due date for payment:

75.1.1

the directors may issue a notice of intended forfeiture to that person; and

75.1.2

until the call is paid, that person must pay the Company interest on the call from the due date for payment to the actual date of payment (both dates inclusive) at the relevant rate.

75.2	For the purposes of this article the “ relevant rate ” is:

(a)

the rate fixed by the terms on which the share in respect of which the call is due was allotted or issued; or

(b)

if no rate is fixed under (a), such other rate as was fixed in the call notice which required payment of the call, or has otherwise been determined by the directors; or

(c)

if no rate is fixed in either of these ways, 5 per cent. per annum.

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75.3	The relevant rate must not exceed 20 per cent. per annum.

75.4	The directors may waive any obligation to pay interest on a call wholly or in part.

76.	PAYMENT OF UNCALLED AMOUNT IN ADVANCE

76.1	The directors may, in their discretion, accept from a member some or all of the uncalled amounts which are unpaid on shares held by him.

76.2	A payment in advance of a call extinguishes, to the extent of the payment, the liability of the member on the shares in respect of which the payment is made.

76.3	The Company may pay interest on the amount paid in advance (or that portion of it that exceeds the amount called on shares).

76.4	The directors may decide this interest rate which must not exceed 20 per cent. per annum.

77.	NOTICE OF INTENDED FORFEITURE

77.1	A notice of intended forfeiture:

77.1.1

must be in writing;

77.1.2

may be sent in respect of any share in respect of which a call has not been paid as required by a call notice;

77.1.3

must be sent to the holder of that share or to a person entitled to it by reason of the holder’s death, bankruptcy or otherwise;

77.1.4

must require payment of the call and any accrued interest (and all costs, charges and expenses incurred by the Company by reason of non-payment) by a date which is not less than 14 days after the date of the notice;

77.1.5

must state how the payment is to be made; and

77.1.6

must state that if the notice is not complied with, the shares in respect of which the call is payable will be liable to be forfeited.

78.	DIRECTORS’ POWER TO FORFEIT SHARES

If a notice of intended forfeiture is not complied with before the date by which payment (including interest, costs, charges and expenses) of the call is required in the notice of intended forfeiture, the directors may decide that any share in respect of which it was given is forfeited, and the forfeiture is to include all dividends or other moneys payable in respect of the forfeited shares and not paid before the forfeiture.

79.	EFFECT OF FORFEITURE

79.1	Subject to the articles, the forfeiture of a share extinguishes:

79.1.1

all interests in that share, and all claims and demands against the Company in respect of it, and

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79.1.2

all other rights and liabilities incidental to the share as between the person whose share it was prior to the forfeiture and the Company.

79.2	Any share which is forfeited in accordance with the articles:

79.2.1

is deemed to have been forfeited when the directors decide that it is forfeited;

79.2.2

is deemed to be the property of the Company; and

79.2.3

may be sold, re-allotted or otherwise disposed of as the directors think fit.

79.3	If a person’s shares have been forfeited:

79.3.1

the Company must send that person notice that forfeiture has occurred, but no forfeiture is invalidated by an omission to give such notice, and record it in the register of members;

79.3.2

that person ceases to be a member in respect of those shares;

79.3.3

that person must surrender the certificate (if any) for the shares forfeited to the Company for cancellation;

79.3.4

that person remains liable to the Company for all sums payable by that person under the articles at the date of forfeiture in respect of those shares, including any interest at the relevant rate set out in article 76 (whether accrued before or after the date of forfeiture) and costs, charges and expenses; and

79.3.5

the directors may waive payment of such sums wholly or in part or enforce payment without any allowance for the value of the shares at the time of forfeiture or for any consideration received on their disposal.

79.4	At any time before the Company disposes of a forfeited share, the directors may decide to cancel the forfeiture on payment of all calls and interest due in respect of it and on such other terms as they think fit.

80.	PROCEDURE FOLLOWING FORFEITURE

80.1	If a forfeited share is to be disposed of by being transferred, the Company may receive the consideration for the transfer and the directors may authorise any person to transfer a forfeited share to a new holder. The Company may register the transferee as the holder of the share.

80.2	A statutory declaration by a director or the secretary that the declarant is a director or the secretary and that a share has been forfeited on a specified date:

80.2.1

is conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share; and

80.2.2

subject to compliance with any other formalities of transfer required by the articles or by law, constitutes a good title to the share.

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80.3	A person to whom a forfeited share is transferred is not bound to see to the application of the consideration (if any) nor is that person’s title to the share affected by any irregularity in or invalidity of the process leading to the forfeiture or transfer of the share.

80.4	If the Company sells a forfeited share, the person who held it prior to its forfeiture is entitled to receive from the Company the proceeds of such sale, net of any interest, expenses or commission, and excluding any amount which:

80.4.1

was, or would have become, payable; and

80.4.2

had not, when that share was forfeited, been paid by that person in respect of that share,

but no interest is payable to such a person in respect of such proceeds and the Company is not required to account for any money earned on them.

81.	SURRENDER OF SHARES

81.1	A member may surrender any share:

81.1.1

in respect of which the directors may issue a notice of intended forfeiture;

81.1.2

which the directors may forfeit; or

81.1.3

which has been forfeited.

81.2	The directors may accept the surrender of any such share.

81.3	The effect of surrender of a share is the same as the effect of forfeiture of that share.

81.4	A share which has been surrendered may be dealt with in the same way as a share which has been forfeited.

UNTRACED SHAREHOLDERS

82.	POWER OF SALE

82.1	The Company may sell the share of a member or of a person entitled by transmission at the best price reasonably obtainable at the time of sale, if:

82.1.1

during a period of not less than 12 years before the date of publication of the advertisements referred to in article 82.1.3 (or, if published on two different dates, the first date) (the “ relevant period ”) at least three cash dividends have become payable in respect of the share;

82.1.2

throughout the relevant period no cheque, warrant or money order payable on the share has been presented by the holder of, or the person entitled by transmission to, the share to the paying bank of the relevant cheque, warrant or money order, no payment made by the Company by any other means permitted by article 92.1 has been claimed or accepted and, so far as any director of the Company at the end of the relevant period is then aware, the Company has not at any time during the relevant period received any communication from the holder of, or person entitled by transmission to, the share;

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82.1.3

the Company has given notice of its intention to sell the share by advertisement in a national newspaper and in a newspaper circulating in the area of the address of the holder of, or person entitled by transmission to, the share shown in the register; and

82.1.4

the Company has not, so far as the directors are aware, during a further period of three months after the date of the advertisements referred to in article 82.1.3 (or the later advertisement if the advertisements are published on different dates) and before the exercise of the power of sale received a communication from the holder of, or person entitled by transmission to, the share.

82.2

Where a power of sale is exercisable over a share under this article 82 (a “ sale share ”), the Company may at the same time also sell any additional share issued in right of such sale share or in right of such an additional share previously so issued provided that the requirements of articles 82.1.2 to 82.1.4 (as if the words “throughout the relevant period” were omitted from article 82.1.2) have been satisfied in relation to the additional share.

82.3

To give effect to a sale under articles 82.1 or 82.2, the directors may authorise any person to transfer the share in the name and on behalf of the holder of, or the person entitled by transmission to, the share, or to cause the transfer of such share, to the purchaser or his nominee. The purchaser is not bound to see to the application of the purchase money and the title of the transferee is not affected by an irregularity in or invalidity of the proceedings connected with the sale of the share.

83.	APPLICATION OF PROCEEDS OF SALE

83.1	The Company shall be indebted to the member or other person entitled by transmission to the share for the net proceeds of sale and shall credit any amount received on sale to a separate account.

83.2	The Company is deemed to be a debtor and not a trustee in respect of that amount for the member or other person.

83.3	Any amount credited to the separate account may either be employed in the business of the Company or invested as the directors may think fit.

83.4	No interest is payable on that amount and the Company is not required to account for money earned on it.

TRANSFERS AND TRANSMISSION OF SHARES

84.	TRANSFERS OF SHARES

84.1

Subject to such restrictions in the articles and any other applicable rules, shares of the Company are free from any restriction on transfer. The directors may, in their absolute discretion, refuse to register a transfer of shares to any person, whether or not it is fully paid or a share on which the Company has a lien.

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84.2	Shares may be transferred by means of an instrument of transfer in writing in any usual form or any other form approved by the directors, which is executed by or on behalf of:

84.2.1

the transferor; and

84.2.2

(if any of the shares is partly paid) the transferee.

84.3	The Company (at its option) may or may not charge a fee for registering:

84.3.1

the transfer of a share;

84.3.2

the renunciation of a renounceable letter of allotment or other document or instructions relating to or affecting the title to a share or the right to transfer it; or

84.3.3

for making any other entry in the register.

84.4	The transferor remains the holder of a share until the transferee’s name is entered in the register of members as holder of it.

84.5

If the directors refuse to register the transfer of a share, the instrument of transfer must be returned to the transferee as soon as practicable and in any event within two months after the date on which the transfer was lodged with the Company with the notice of refusal and reasons for refusal unless they suspect that the proposed transfer may be fraudulent.

84.6	Subject to article 108, the Company may retain all instruments of transfer which are registered.

84.7	The directors are authorised to establish such clearing and settlement procedures for the shares of the Company as they deem fit from time to time.

85.	TRANSMISSION OF SHARES

85.1

If title to a share passes to a transmittee, the Company may only recognise the transmittee as having any title to a share held by that member alone or to which he was alone entitled. In the case of a share held jointly by two or more persons, the Company may recognise only the survivor or survivors as being entitled to it.

85.2	Nothing in these articles releases the estate of a deceased member from any liability in respect of a share solely or jointly held by that member.

86.	TRANSMITTEES’ RIGHTS

86.1	Where a person becomes entitled by transmission to a share, the rights of the holder in relation to a share cease.

86.2	A transmittee may give an effective receipt for dividends and other sums payable in respect of that share.

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86.3	A transmittee who produces such evidence of entitlement to shares, subject to the Act, as the directors may properly require:

86.3.1

may, subject to the articles, choose either to become the holder of those shares or to have them transferred to another person; and

86.3.2

subject to the articles, and pending any transfer of the shares to another person, has the same rights as the holder had.

86.4

But transmittees do not have the right to receive notice of or exercise rights conferred by membership in relation to meetings of the Company (or at a separate meeting of the holders of a class of shares) in respect of shares to which they are entitled by reason of the holder’s death or bankruptcy or otherwise, unless they become the holders of those shares.

87.	EXERCISE OF TRANSMITTEES’ RIGHTS

87.1	Transmittees who wish to become the holders of shares to which they have become entitled must notify the Company in writing of that wish.

87.2	If the transmittee wishes to have the shares transferred to another person, the transmittee must execute an instrument of transfer in respect of it.

87.3	Any transfer made or executed under this article is to be treated as if it were made or executed by the person from whom the transmittee has derived rights in respect of the share, and as if the event which gave rise to the transmission had not occurred.

88.	TRANSMITTEES BOUND BY PRIOR NOTICES

88.1	The directors may give notice requiring a person to make the choice referred to in article 86.3.1.

88.2	If that notice is not complied with within 60 days, the directors may withhold payment of all dividends and other sums payable in respect of the share until the choice has been made.

88.3	If a notice is given to a member in respect of shares and a transmittee is entitled to those shares, the transmittee is bound by the notice if it was given to the member before the transmittee’s name has been entered in the register.

CONSOLIDATION/DIVISION OF SHARES

89.	PROCEDURE FOR DISPOSING OF FRACTIONS OF SHARES

89.1	This article applies where:

89.1.1

there has been a consolidation and division or sub-division shares; and

89.1.2

as a result, members are entitled to fractions of shares.

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89.2	Subject to the Act, the directors may, in effecting divisions and/or consolidations, treat a member’s shares held in certificated form and uncertificated form as separate holdings.

89.3	The directors may on behalf of the members deal with fractions as they think fit, in particular they may:

89.3.1

sell the shares representing the fractions to any person including (subject to the Act) the Company for the best price reasonably obtainable;

89.3.2

in the case of a certificated share, authorise any person to execute an instrument of transfer of the shares to the purchaser or a person nominated by the purchaser;

89.3.3

distribute the net proceeds of sale in due proportion among the holders of the shares or, if the directors decide, some or all of the sum raised on sale may be retained for the benefit of the Company;

89.3.4

subject to the Act, allot or issue to a member, credited as fully paid, by way of capitalisation the minimum number of shares required to round up his holding of shares to a number which, following consolidation and division or sub-division, leaves a whole number of shares (such allotment or issue being deemed to have been effected immediately before consolidation and division or sub-division, as the case may be).

89.4	To give effect to a sale under article 89.3.1 the directors may arrange for the shares representing the fractions to be entered in the register as certificated shares.

89.5	The directors may authorise any person to transfer the shares to, or to the direction of, the purchaser.

89.6	The person to whom the shares are transferred is not obliged to ensure that any purchase money is received by the person entitled to the relevant fractions.

89.7	The transferee’s title to the shares is not affected by any irregularity in or invalidity of the process leading to their sale.

89.8

If shares are allotted or issued under article 89.3.4, the amount required to pay up those shares may be capitalised as the directors think fit out of amounts standing to the credit of reserves (including a share premium account, capital redemption reserve and profit and loss account), whether or not available for distribution, and applied in paying up in full the appropriate number of shares.

89.9

A resolution of the directors capitalising part of the reserves has the same effect as if the capitalisation had been declared by ordinary resolution of the members under article 99. In relation to the capitalisation the directors may exercise all the powers conferred on them by article 99 without an ordinary resolution of the members.

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DISTRIBUTIONS

90.	PROCEDURE FOR DECLARING DIVIDENDS

90.1	Subject to the Act and the articles, the members may by ordinary resolution declare final dividends, and the directors may decide to declare and pay interim dividends.

90.2	A dividend must not be declared unless the directors have made a recommendation as to its amount. Such a dividend must not exceed the amount recommended by the directors.

90.3	No dividend may be declared or paid unless it is in accordance with members’ respective rights.

90.4	Unless the members’ resolution to declare or directors’ decision to pay a dividend, or the terms on which shares are issued, specify otherwise, it must be paid by reference to each member’s holding of shares on the date of the resolution or decision to declare or pay it.

90.5	The directors may pay any dividend (including any dividend payable at a fixed rate) if it appears to them that the profits available for distribution justify the payment.

90.6	If the Company’s share capital is divided into different classes, no interim dividend may be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrears.

90.7	If the directors act in good faith, they do not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on shares with deferred or non-preferred rights.

91.	CALCULATION OF DIVIDENDS

91.1	Except as otherwise provided by the articles or the rights attached to or the terms of issue of shares, all dividends must be:

91.1.1

declared and paid according to the amounts paid up on the shares on which the dividend is paid; and

91.1.2

apportioned and paid proportionately to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid.

91.2	If any share is issued on terms providing that it ranks for dividend as from a particular date, that share ranks for dividend accordingly.

91.3	For the purposes of calculating dividends, no account is to be taken of any amount which has been paid up on a share in advance of the due date for payment of that amount.

91.4	Except as otherwise provided by the rights attached to shares, dividends may be declared or paid in any currency.

91.5

The directors may agree with any member that dividends which may at any time or from time to time be declared or become due on his shares in one currency shall be paid or satisfied in another, and may agree the basis of conversion to be applied and how and when the amount to be paid in the other currency shall be calculated and paid and for the Company or any other person to bear any costs involved.

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92.	PAYMENT OF DIVIDENDS AND OTHER DISTRIBUTIONS

92.1	Where a dividend or other sum which is a distribution is payable in respect of a share, it must be paid by one or more of the following means:

92.1.1

in cash;

92.1.2

by transfer to a bank or building society account specified by the distribution recipient in writing or as the directors otherwise decide;

92.1.3

by sending a cheque, warrant or money order made payable to the distribution recipient by post to the distribution recipient at the distribution recipient’s registered address (if the distribution recipient is a holder of the share), or (in any other case) to an address specified by the distribution recipient in writing or as the directors otherwise decide;

92.1.4

by sending a cheque, warrant or money order made payable to such person by post to such person at such address as the distribution recipient has specified in writing or as the directors otherwise decide;

92.1.5

by any electronic or other means of payment as the directors agree with the distribution recipient either in writing or by such other means as the directors decide.

92.2	In respect of the payment of any dividend or other sum which is a distribution, the directors may decide, and notify distribution recipients, that:

92.2.1

one or more of the means described in article 92.1 will be used for payment and a distribution recipient may elect to receive the payment by one of the means so notified in the manner prescribed by the directors;

92.2.2

one or more of such means will be used for the payment unless a distribution recipient elects otherwise in the manner prescribed by the directors; or

92.2.3

one or more of such means will be used for the payment and that distribution recipients will not be able to elect otherwise.

The directors may for this purpose decide that different methods of payment may apply to different distribution recipients or groups of distribution recipients.

92.3

Payment of any dividend or other sum which is a distribution is made at the risk of the distribution recipient. The Company is not responsible for a payment which is lost or delayed. Payment, in accordance with the articles, of any cheque, warrant or money order by the bank upon which it is drawn, or the transfer of funds by any means shall be a good discharge to the Company.

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92.4	In the event that:

92.4.1

a distribution recipient does not specify an address, or does not specify an account of a type prescribed by the directors, or other details necessary in order to make a payment of a dividend or other distribution by the means by which the directors have decided in accordance with this article that a payment is to be made, or by which the distribution recipient has elected to receive payment, and such address or details are necessary in order for the Company to make the relevant payment in accordance with such decision or election; or

92.4.2

if payment cannot be made by the Company using the details provided by the distribution recipient,

then the dividend or other distribution shall be treated as unclaimed for the purposes of these articles.

92.5	In the articles, the “ distribution recipient ” means, in respect of a share in respect of which a dividend or other sum is payable:

92.5.1

the holder of the share;

92.5.2

if the share has two or more joint holders, the senior holder;

92.5.3

if the holder is no longer entitled to the share by reason of death or bankruptcy, or otherwise by operation of law, the transmittee (or, where two or more person are jointly entitled by transmission to the share, to any one transmittee and that person shall be able to give effective receipt for payment); or

92.5.4

in any case, to a person that the person or persons entitled to payment may direct in writing.

92.6	Without prejudice to article 88, the directors may withhold payment of a dividend (or part of a dividend) payable to a transmittee until he has provided such evidence of his right as the directors may reasonably require.

93.	DEDUCTIONS FROM DISTRIBUTIONS IN RESPECT OF SUMS OWED TO THE COMPANY

93.1

If:

93.1.1

a share is subject to the Company’s lien; and

93.1.2

the directors are entitled to issue a lien enforcement notice in respect of it,

they may, instead of issuing a lien enforcement notice, deduct from any dividend or other sum payable in respect of the share any sum of money which is payable to the Company in respect of that share to the extent that they are entitled to require payment under a lien enforcement notice.

93.2	Money so deducted must be used to pay any of the sums payable in respect of that share.

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93.3	The Company must notify the distribution recipient in writing of:

93.3.1

the fact and amount of any such deduction;

93.3.2

any non-payment of a dividend or other sum payable in respect of a share resulting from any such deduction; and

93.3.3

how the money deducted has been applied.

94.	NO INTEREST ON DISTRIBUTIONS

94.1	The Company may not pay interest on any dividend or other sum payable in respect of a share unless otherwise provided by:

94.1.1

the rights attached to the share; or

94.1.2

the provisions of another agreement between the holder of that share and the Company.

95.	UNCLAIMED DISTRIBUTIONS

95.1	All dividends or other sums which are:

95.1.1

payable in respect of shares; and

95.1.2

unclaimed after having been declared or become payable,

may be invested or otherwise made use of by the directors for the benefit of the Company until claimed.

95.2	The payment of an unclaimed dividend or other sum into a separate account does not make the Company a trustee in respect of it.

95.3

If:

95.3.1

12 years have passed from the date on which a dividend or other sum became due for payment; and

95.3.2

the distribution recipient has not claimed it,

the distribution recipient is no longer entitled to that dividend or other sum and it ceases to remain owing by the Company.

95.4	If, in respect of a dividend or other sum payable in respect of a share, on any one occasion:

95.4.1

a cheque, warrant or money order is returned undelivered or left uncashed; or

95.4.2

a transfer made by a bank or other funds transfer system is not accepted,

and reasonable enquiries have failed to establish another address or account of the distribution recipient, the Company is not obliged to send or transfer a dividend or other sum payable in respect of that share to that person until he notifies the Company of an address or account to be used for that purpose. If the cheque, warrant or money order is returned undelivered or left uncashed or transfer not accepted on two consecutive occasions, the Company may exercise this power without making any such enquiries.

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96.	NON-CASH DISTRIBUTIONS

96.1

Subject to the terms of issue of the share in question, the directors may, with the prior authority of an ordinary resolution of the members, decide to pay all or part of a dividend or other distribution payable in respect of a share by transferring non-cash assets of equivalent value (including shares or other securities in any company).

96.2	For the purposes of paying a non-cash distribution, the directors may make whatever arrangements they think fit, including, where any difficulty arises regarding the distribution:

96.2.1

issuing fractional certificates (or ignoring fractions);

96.2.2

fixing the value of any assets;

96.2.3

paying cash to any distribution recipient on the basis of that value in order to adjust the rights of recipients; and

96.2.4

vesting any assets in trustees.

97.	WAIVER OF DISTRIBUTIONS

97.1	Distribution recipients may waive their entitlement to a dividend or other distribution payable in respect of a share by giving the Company notice in writing to that effect, but if:

97.1.1

the share has more than one holder; or

97.1.2

more than one person is entitled to the share, whether by reason of the death or bankruptcy of one or more joint holders,

the notice is not effective unless it is expressed to be given, and signed, by all the holders or persons otherwise entitled to the share.

98.	SCRIP DIVIDENDS

98.1

Subject to the Act, but without prejudice to article 58, the directors may, with the prior authority of an ordinary resolution of the member, allot to those holders of a particular class of shares who have elected to receive further shares of that class or Ordinary Shares in either case credited as fully paid (“ new shares ”) instead of cash in respect of all or part of a dividend or dividends specified by the resolution.

98.2

The directors may on any occasion determine that the right of election under article 98.1 shall be subject to any exclusions, restrictions or other arrangements that the directors may in their absolute discretion deem necessary or expedient to deal with legal or practical problems under the laws of, or the requirements of a recognised regulatory body or a stock exchange in, any territory.

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98.3	Where a resolution under article 98.1 is to be proposed at a general meeting and the resolution relates in whole or in part to a dividend to be declared at that meeting, then the resolution declaring the dividend is deemed to take effect at the end of that meeting.

98.4	A resolution under article 98.1 may relate to a particular dividend or to all or any dividends declared or paid within a specified period, but that period may not end later than five years after the date of the meeting at which the resolution is passed.

98.5

The entitlement of each holder of shares to new shares shall be such that the relevant value of the entitlement shall be as nearly as possible equal to (but not greater than) the cash amount (disregarding any associated tax credit) of the dividend which would otherwise have been received by the holder (the “ relevant dividend ”) provided that, in calculating the entitlement, the directors may at their discretion adjust the figure obtained by dividing the relevant value by the amount payable on the new shares up or down so as to procure that the entitlement of each holder of shares may be represented by a simple numerical ratio. For this purpose the “ relevant value ” of each of the new shares shall be as determined by or in accordance with the resolution under article 98.1. A certificate or report by the auditors as to the value of the new shares to be allotted in respect of any dividend shall be conclusive evidence of that amount.

98.6	The directors may make any provision they consider appropriate in relation to an allotment made or to be made under this article (whether before or after the passing of the resolution under article 98.1), including:

98.6.1

the giving of notice to holders of the right of election offered to them;

98.6.2

the provision of forms of election (whether in respect of a particular dividend or dividends generally);

98.6.3

determination of the procedure for making and revoking elections;

98.6.4

the place at which, and the latest time by which, forms of election and other relevant documents must be lodged in order to be effective; and

98.6.5

the disregarding or rounding up or down or carrying forward of fractional entitlements, in whole or in part, or the accrual of the benefit of fractional entitlements to the Company (rather than to the holders concerned).

98.7

The dividend (or that part of the dividend in respect of which a right of election has been offered) is not declared or payable on shares in respect of which an election has been duly made (the “ elected shares ”); instead new shares are allotted to the holders of the elected shares on the basis of allotment calculated as in article 98.5. For that purpose, the directors may resolve to capitalise out of amounts standing to the credit of reserves (including a share premium account, capital redemption reserve and profit and loss account), whether or not available for distribution, a sum equal to the aggregate nominal amount of the new shares to be allotted and apply it in paying up in full the appropriate number of new shares for allotment and distribution to the holders of the elected shares. A resolution of the directors capitalising part of the reserves has the same effect as if the directors had resolved to effect the capitalisation with the authority of an ordinary resolution of the members under article 99. In relation to the capitalisation the directors may exercise all the powers conferred on them by article 99 without an ordinary resolution of the members.

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98.8

The new shares rank pari passu in all respects with each other and with the fully paid shares of the same class in issue on the record date for the dividend in respect of which the right of election has been offered, but they will not rank for a dividend or other distribution or entitlement which has been declared or paid by reference to that record date.

98.9	In relation to any particular proposed dividend, the directors may in their absolute discretion decide:

98.9.1

that holders shall not be entitled to make any election in respect of, and that any election previously made shall not extend to, such dividend; or

98.9.2

at any time prior to the allotment of the new shares which would otherwise be allotted in lieu of such dividend, that all elections to take new shares in lieu of such dividend shall be treated as not applying to that dividend, and if so the dividend shall be paid in cash as if no elections had been made in respect of it.

CAPITALISATION OF PROFITS AND RESERVES

99.	AUTHORITY TO CAPITALISE AND APPROPRIATION OF CAPITALISED SUMS

99.1	Subject to the Act and the articles, the directors may, if they are so authorised by an ordinary resolution of the members:

99.1.1

decide to capitalise any amount standing to the credit of the Company’s reserves (including share premium account, capital redemption reserve and profit and loss account), whether or not available for distribution, which are not required for paying a preferential dividend; and

99.1.2

appropriate any sum which they so decide to capitalise (a “ capitalised sum ”) to the persons who would have been entitled to it if it were distributed by way of dividend (the “ persons entitled ”) and in the same proportions.

99.2	Capitalised sums must be applied:

99.2.1

on behalf of the persons entitled; and

99.2.2

in the same proportions as a dividend would have been distributed to them.

99.3	Any capitalised sum may be applied in paying up new shares of a nominal amount equal to the capitalised sum which are then allotted credited as fully paid to the persons entitled or as they may direct.

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99.4	A capitalised sum which was appropriated from profits available for distribution may be applied:

99.4.1

in or towards paying up any amounts unpaid on existing shares held by the persons entitled; or

99.4.2

in paying up new debentures of the Company which are then allotted credited as fully paid to the persons entitled or as they may direct.

99.5	Subject to the Act and the articles, the directors may:

99.5.1

apply capitalised sums in accordance with articles 99.3 and 99.4 partly in one way and partly in another;

99.5.2

make such arrangements as they think fit to resolve a difficulty arising in the distribution of a capitalised sum and in particular to deal with shares or debentures becoming distributable in fractions under this article the directors may deal with fractions as they think fit (including the issuing of fractional certificates, disregarding fractions or selling shares or debentures representing the fractions to a person for the best price reasonably obtainable and distributing the net proceeds of the sale in due proportion amongst the members (except that if the amount due to a member is less than £5, or such other sum as the directors may decide, the sum may be retained for the benefit of the Company));

99.5.3

authorise any person to enter into an agreement with the Company on behalf of all the persons entitled which is binding on them in respect of the allotment of shares and debentures to them or the payment by the Company on behalf of the members of the amounts or part of the amounts or part of the amounts remaining unpaid on their existing shares under this article; and

99.5.4

generally do all acts and things required to give effect to the resolution.

100.	RECORD DATES

100.1

Notwithstanding any other provision of the articles but without prejudice to the rights attached to any shares and subject always to the Act, the members or the directors may by resolution specify any date as the record date on which persons registered as the holders of shares or other securities shall be entitled to receipt of any dividend, distribution, allotment or issue. Such record date may be before, on or after the date on which the dividend, distribution, allotment or issue is declared, made or paid.

PART 5 - MISCELLANEOUS PROVISIONS

COMMUNICATIONS

101.	MEANS OF COMMUNICATION TO BE USED

101.1

Save where these articles expressly require otherwise, any notice, document or information to be sent or supplied by, on behalf of or to the Company may be sent or supplied in accordance with the Act (whether authorised or required to be sent or supplied by the Act or otherwise) and any other applicable rules:

101.1.1

in hard copy form,

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101.1.2

in electronic form; and/or

101.1.3

by means of a website.

101.2

Subject to the articles, any notice or document to be sent or supplied to a director in connection with the taking of decisions by directors may also be sent or supplied by the means by which that director has asked to be sent or supplied with such notices or documents for the time being.

101.3

A director may agree with the Company that notices or documents sent to that director in a particular way are to be deemed to have been received within a specified time of their being sent, and for the specified time to be less than 48 hours.

101.4

A notice, document or information sent by post and addressed to a member at his registered address or address for service in the United Kingdom is deemed to be given to or received by the intended recipient 24 hours after it was put in the post if pre paid as first class post and 48 hours after it was put in the post if pre paid as second class post, and in proving service it is sufficient to prove that the envelope containing the notice, document or information was properly addressed, pre paid and posted.

101.5

A notice, document or information sent by or on behalf of the Company by pre-paid airmail post between different countries is deemed to have been given to, and received by, the intended recipient on the third business day after posting.

101.6

A notice, document or information sent or supplied by electronic means to an address specified for the purpose by the member is deemed to have been given to or received by the intended recipient 24 hours after it was sent, and in proving service it is sufficient to prove that the communication was properly addressed and sent.

101.7

A notice, document or information sent or supplied by means of a website is deemed to have been given to or received by the intended recipient when:

101.7.1

the material was first made available on the website; or

101.7.2

if later, when the recipient received (or, in accordance with this article 101, is deemed to have received) notification of the fact that the material was available on the website.

101.8

A notice, document or information not sent by post but delivered by hand (which include delivery by courier) to a registered address or address for service is deemed to be given on the day it is left.

101.9

A notice, document or information served or delivered by or on behalf of the Company by any other means authorised in writing by the member concerned is deemed to be served when the Company has taken the action it has been authorised to take for that purpose.

101.10

A qualifying person present at a meeting of the holders of a class of shares is deemed to have received due notice of the meeting and, where required, of the purposes for which it was called.

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101.11

A person who becomes entitled to a share by transmission, transfer or otherwise is bound by a notice in respect of that share (other than a notice served by the Company under section 793 of the Act) which, before his name is entered in the register, has been properly served on a person from whom he derives his title.

101.12

In the case of joint holders of a share, a notice, document or information shall be validly sent or supplied to all joint holders if sent or supplied to whichever of them is named first in the register in respect of the joint holding. Anything to be agreed or specified in relation to a notice, document or information to be sent or supplied to joint holders, may be agreed or specified by the joint holder who is named first in the register in respect of the joint holding.

101.13

Subject to applicable rules, the Company may give a notice, document or information to a transmittee as if he were the holder of a share by addressing it to him by name or by the title of representative of the deceased or trustee of the bankrupt member (or by similar designation) at an address in the United Kingdom or the United States supplied for that purpose by the person claiming to be a transmittee. Until an address has been supplied, a notice, document or information may be given in any manner in which it might have been given if the death or bankruptcy had not occurred. The giving of notice in accordance with this article is sufficient notice to any other person interested in the share.

101.14

Subject to applicable rules, a member whose registered address is not within the United Kingdom or the United States shall not be entitled to receive any notice, document or information from the Company unless:

101.14.1

the Company is able, in accordance with the Act, to send the notice, document or information in electronic form or by means of a website; or

101.14.2

the member gives to the Company a postal address within the United Kingdom or the United States at which notices to the member may be given.

102.	LOSS OF ENTITLEMENT TO NOTICES

102.1

Subject to the Act and any other applicable rules, a member (or in the case of joint holders, the person who is named first in the register) who has no registered address within the United Kingdom or the United States, and has not supplied to the Company an address within the United Kingdom or the United States at which notice or other documents or information can be given to him, shall not be entitled to receive any notice or other documents or information from the Company. Such a member (or in the case of joint holders, the person who is named first in the register) shall not be entitled to receive any notice or other documents or information from the Company even if he has supplied an address for the purposes of receiving notices or other documents or information in electronic form.

102.2

If:

102.2.1

the Company sends two consecutive documents to a member over a period of at least 12 months; and

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102.2.2

each of those documents is returned undelivered, or the Company receives notification that it has not been delivered,

that member ceases to be entitled to receive notices from the Company.

102.3

A member who has ceased to be entitled to receive notices from the Company becomes entitled to receive such notices again by sending the Company:

102.3.1

a new address to be recorded in the register; or

102.3.2

if the member has agreed that the Company should use a means of communication other than sending things to such an address, the information that the Company needs to use that means of communication effectively.

ADMINISTRATIVE ARRANGEMENTS

103.	SECRETARY

103.1

Subject to the Act, the directors shall appoint a secretary or joint secretaries and may appoint one or more persons to be an assistant or deputy secretary on such terms and conditions (including remuneration) as they think fit.

103.2

The directors may remove a person appointed under this article 103 from office and appoint another or others in his place.

103.3

Any provision of the Act or of the articles requiring or authorising a thing to be done by or to a director and the secretary is not satisfied by its being done by or to the same person acting both as director and as, or in the place of, the secretary.

104.	CHANGE OF NAME

The directors may change the name of the Company.

105.	AUTHENTICATION OF DOCUMENTS

105.1

A director or the secretary or another person appointed by the directors for the purpose may authenticate:

105.1.1

documents affecting the constitution of the Company (including the articles);

105.1.2

resolutions passed by the members or holders of a class of shares or the directors or a committee of the directors; and

105.1.3

books, records, documents and accounts relating to the business of the Company,

105.1.4

and may certify copies or extracts as true copies or extracts.

106.	COMPANY SEALS

106.1

The directors must provide for the safe custody of every seal.

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106.2

A seal may be used only by the authority of a resolution of the directors or of a committee of the directors.

106.3

The directors may decide who will sign an instrument to which a seal is affixed (or, in the case of a share certificate, on which the seal may be printed) either generally or in relation to a particular instrument or type of instrument. The directors may also decide, either generally or in a particular case, that a signature may be dispensed with or affixed by mechanical means.

106.4

Unless otherwise decided by the directors:

106.4.1

share certificates and certificates issued in respect of debentures or other securities (subject to the provisions of the relevant instrument) need not be signed or, if signed, a signature may be applied by mechanical or other means or may be printed; and

106.4.2

every other instrument to which a seal is affixed shall be signed by one director and by the secretary or a second director, or by one director in the presence of a witness who attests his signature.

107.	RECORDS OF PROCEEDINGS

107.1

The directors must make sure that proper minutes are kept in minute books of:

107.1.1

all appointments of officers and committees made by the directors and of any remuneration fixed by the directors; and

107.1.2

all proceedings (including the names of the directors present at such meeting) of general meetings;

107.1.3

meetings of the holders of any class of shares in the Company;

107.1.4

the directors’ meetings; and

107.1.5

meetings of committees of the directors.

107.2

Subject to article 107.3, if purporting to be signed by the chairman of the meeting at which the proceedings were held or by the chairman of the next succeeding meeting, minutes are conclusive evidence of the proceedings at the meeting.

107.3

A written resolution of the members purporting to be signed by a director or the company secretary is evidence of the passing of the resolution.

107.4

The directors must ensure that the Company keeps records, in the books kept for the purpose, of all directors’ written resolutions.

107.5

All such minutes and written resolutions must be kept for at least 10 years from the date of the meeting or written resolution as the case may be.

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108.	DESTRUCTION OF DOCUMENTS

108.1

The Company is entitled to destroy:

108.1.1

all instruments of transfer of shares (including documents constituting the renunciation of an allotment of shares) which have been registered, and all other documents on the basis of which any entries are made in the register, from six years after the date of registration;

108.1.2

all dividend mandates (or mandates for other amounts), variations or cancellations of such mandates, and notifications of change of address, from two years after they have been recorded;

108.1.3

all share certificates which have been cancelled from one year after the date of the cancellation;

108.1.4

all paid dividend warrants and cheques from one year after the date of actual payment;

108.1.5

all proxy notices from one year after the end of the meeting to which the proxy notice relates; and

108.1.6

all other documents on the basis of which any entry in the register is made at any time after 10 years from the date an entry in the register was first made in respect of it.

108.2

If the Company destroys a document in good faith, in accordance with the articles, and without express notice to the Company that the preservation of the document is relevant to a claim, it is conclusively presumed in favour of the Company that:

108.2.1

entries in the register purporting to have been made on the basis of an instrument of transfer or other document so destroyed were duly and properly made;

108.2.2

any instrument of transfer so destroyed was a valid and effective instrument duly and properly registered;

108.2.3

any share certificate so destroyed was a valid and effective certificate duly and properly cancelled; and

108.2.4

any other document so destroyed was a valid and effective document in accordance with its recorded particulars in the books or records of the Company.

108.3

This article does not impose on the Company any liability which it would not otherwise have if it destroys any document before the time at which this article permits it to do so or in any case where the conditions of this article are not fulfilled.

108.4

In this article, references to the destruction of any document include a reference to its being disposed of in any manner.

109.	ACCOUNTS

109.1

The directors must ensure that accounting records are kept in accordance with the Act and any other applicable rules.

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109.2

The accounting records shall be kept at the registered office of the Company or, subject to the Act, at another place decided by the directors and shall be available during business hours for the inspection of the directors and other officers. No member (other than a director or other officer) has the right to inspect an accounting record or other document except if that right is conferred by the Act or he is authorised by the directors or by an ordinary resolution of the Company.

109.3

In respect of each financial year, a copy of the Company’s annual accounts, the directors’ report, the strategic report, the directors’ remuneration report, and the auditors’ report on those accounts and on the auditable part of the directors’ remuneration report shall be sent or supplied to:

109.3.1

every member (whether or not entitled to receive notices of general meetings);

109.3.2

every holder of debentures (whether or not entitled to receive notices of general meetings); and

109.3.3

every other person who is entitled to receive notices of general meetings,

not less than 21 clear days before the date of the meeting at which copies of those documents are to be laid in accordance with the Act. This article does not require copies of the documents to which it applies to be sent or supplied to:

109.3.4

a member or holder of debentures of whose address the Company is unaware; or

109.3.5

more than one of the joint holders of shares or debentures.

109.4

The directors may determine that persons entitled to receive a copy of the Company’s annual accounts, the directors’ report, the strategic report, the directors’ remuneration report, and the auditors’ report on those accounts and on the auditable part of the directors’ remuneration report are those persons entered on the register at the close of business on a day determined by the directors.

109.5

Where permitted by the Act, the strategic report with supplementary material in the form and containing the information prescribed by the Act may be sent or supplied to a person so electing in place of the documents required to be sent or supplied by article 109.3.

110.	PROVISION FOR EMPLOYEES ON CESSATION OF BUSINESS

The directors may decide to make provision for the benefit of persons (other than a director or former director or shadow director) employed or formerly employed by the Company or any of its subsidiary undertakings (or any member of his family, including a spouse or former spouse, or any person who is or was dependent on him) in connection with the cessation or transfer to any person of the whole or part of the undertaking of the Company or that subsidiary undertaking.

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111.	WINDING UP OF THE COMPANY

111.1

On a voluntary winding up of the Company the liquidator may, on obtaining any sanction required by law:

111.1.1

divide among the members in kind the whole or any part of the assets of the Company, whether or not the assets consist of property of one kind or of different kinds; and

111.1.2

vest the whole or any part of the assets in trustees upon such trusts for the benefit of the members as he, with the like sanction, shall determine.

111.2

For this purpose the liquidator may:

111.2.1

set the value he deems fair on a class or classes of property; and

111.2.2

determine on the basis of that valuation and in accordance with the then existing rights of members how the division is to be carried out between members or classes of members.

111.3

The liquidator may not, however, distribute to a member without his consent an asset to which there is attached a liability or potential liability for the owner.

DIRECTORS’ INDEMNITY AND INSURANCE

112.	INDEMNITY OF OFFICERS AND FUNDING DIRECTORS’ DEFENCE COSTS

112.1

To the fullest extent permitted by the Act and without prejudice to any indemnity to which he may otherwise be entitled, every person who is or was a director or other officer of the Company or any of its associates (other than any person (whether or not an officer of the Company or any of its associates) engaged by the Company of any of its associates as auditor) shall be and shall be kept indemnified out of the assets of the Company against all costs, charges, losses and liabilities incurred by him (whether in connection with any negligence, default, breach of duty or breach of trust by him or otherwise as a director or such other officer of the Company or any of its associates) in relation to the Company or any of its associates or its/their affairs provided that such indemnity shall not apply in respect of any liability incurred by him:

112.1.1

to the Company or to any of its associates;

112.1.2

to pay a fine imposed in criminal proceedings;

112.1.3

to pay a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (howsoever arising);

112.1.4

in defending any criminal proceedings in which he is convicted;

112.1.5

in defending any civil proceedings brought by the Company, or any of its associates, in which judgment is given against him; or

112.1.6

in connection with any application under any of the following provisions in which the court refuses to grant him relief, namely:

(a)

section 661(3) or (4) of the Act (acquisition of shares by innocent nominee); or

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(b)

section 1157 of the Act (general power to grant relief in case of honest and reasonable conduct).

112.2

In article 112.1.4, 112.1.5 or 112.1.6 the reference to a conviction, judgment or refusal of relief is a reference to one that has become final. A conviction, judgment or refusal of relief becomes final:

112.2.1

if not appealed against, at the end of the period for bringing an appeal; or

112.2.2

if appealed against, at the time when the appeal (or any further appeal) is disposed of.

An appeal is disposed of:

112.2.3

if it is determined and the period for bringing any further appeal has ended; or

112.2.4

if it is abandoned or otherwise ceases to have effect.

112.3

To the extent permitted by the Act and without prejudice to any indemnity to which he may otherwise be entitled, every person who is or was a director of the Company acting in its capacity as a trustee of an occupational pension scheme shall be and shall be kept indemnified out of the assets of the Company against all costs, charges, losses and liabilities incurred by him in connection with the Company’s activities as trustee of the scheme provided that such indemnity shall not apply in respect of any liability incurred by him:

112.3.1

to pay a fine imposed in criminal proceedings;

112.3.2

to pay a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (howsoever arising); or

112.3.3

in defending criminal proceedings in which he is convicted.

For the purposes of this article, a reference to a conviction is to the final decision in the proceedings. The provisions of article 112.2 shall apply in determining when a conviction becomes final.

112.4

Without prejudice to article 112.1 or to any indemnity to which a director may otherwise be entitled, and to the extent permitted by the Act and otherwise upon such terms and subject to such conditions as the directors may in their absolute discretion think fit, the directors shall have the power to make arrangements to provide a director with funds to meet expenditure incurred or to be incurred by him in defending any criminal or civil proceedings or in connection with an application under section 661(3) or (4) of the Act (acquisition of shares by innocent nominee) or section 1157 of the Act (general power to grant relief in case of honest and reasonable conduct) or in defending himself in an investigation by a regulatory authority or against action proposed to be taken by a regulatory authority or to enable a director to avoid incurring any such expenditure. This article shall have effect subject to article 112.5.

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112.5

Without prejudice to any indemnity to which he may otherwise be entitled, where a director is being convicted, or a judgment is being given against him, in any criminal or civil proceedings, or the court has refused to grant him relief on application made under section 661(3) or (4) of the Act (acquisition of shares by innocent nominee) or section 1157 of the Act (general power to grant relief in case of honest and reasonable conduct), or a penalty has been imposed on the director in respect of non-compliance with any requirement of a regulatory nature, and where the director has been provided with funds pursuant to article 112.4 to meet expenditure incurred or to be incurred by him in connection with these matters, he must repay such funds no later than the date when the conviction, judgment or refusal of relief becomes final. The provisions of article 112.2 shall apply in determining when a conviction, judgment or refusal of relief becomes final.

112.6

Where at any meeting of the directors or a committee of the directors any arrangement falling within article 112.4 is to be considered, a director shall be entitled to vote and be counted in the quorum at such meeting unless the terms of such arrangement confers upon such director a benefit not generally available to any other director; in that event, the interest of such director in such arrangement shall be deemed to be a material interest for the purposes of article 22 and he shall not be so entitled to vote or be counted in the quorum.

113.	INSURANCE

113.1

To the extent permitted by the Act, the directors may exercise all the powers of the Company to purchase and maintain insurance for the benefit of a person who is or was:

113.1.1

a director, secretary, an officer or employee of the Company or of a company which is or was a subsidiary undertaking of the Company or in which the Company has or had an interest (whether direct or indirect); or

113.1.2

trustee of a retirement benefits scheme or other trust in which a person referred to in article 113.1.1 is or has been interested,

indemnifying him and keeping him indemnified against liability for negligence, default, breach of duty or breach of trust or other liability which may lawfully be insured against by the Company.

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Exhibit 10.1

FORM OF INDEMNIFICATION AGREEMENT

This Indemnification Agreement is dated as of [ date ] (this “ Agreement ”) and is between Nielsen Holdings plc , a company incorporated in England and Wales under company registration 09422989 whose registered office is at AC Nielsen House, London Road, Oxford, Oxfordshire, OX3 9RX (together with its successors, the “ Company ”), and [ name of director/officer ] of [ address of director/officer ] (the “ Indemnitee ”).

Background

The Company believes that, in order to attract and retain highly competent persons to serve as directors or in other capacities, including as officers, it must provide such persons with adequate protection through indemnification against the risks of claims and actions against them arising out of their services to and activities on behalf of the Company and/or an associated company.

The Company desires and has requested the Indemnitee to serve as a director or an officer of the Company and/or an associated company and, in order to induce the Indemnitee to serve in such a capacity, the Company is willing to grant the Indemnitee the indemnification provided for herein. The Indemnitee is willing to so serve on the basis that such indemnification be provided.

The parties by this Agreement desire to set forth their agreement regarding the indemnification and the advancement of expenses.

In consideration of the Indemnitee’s service to the Company and/or an associated company and the covenants and agreements by the Company set forth below, the parties hereto, intending to be legally bound, hereby agree as follows.

Section 1. Indemnification .

(a) Subject to Section 1(b), the Company hereby agrees to pay, protect, hold harmless and indemnify the Indemnitee to the fullest extent permitted by English law (the “ Law ”) and by the articles of association of the Company as amended from time to time (the “ Articles ”) against all losses, liabilities and expenses, including any judgments, fines and amounts paid in settlement, actually and reasonably incurred by the Indemnitee in connection with any action, suit or proceeding in relation to, or in connection with, the exercise of the Indemnitee’s duties and powers or otherwise in relation to, or in connection with, the holding of office by the Indemnitee as a director or an officer, employee or agent (which, for the purposes hereof, shall include a trustee, fiduciary, partner, manager or a similar capacity) of the Company and/or an associated company, whether in connection with any negligence, default, breach of duty or breach of trust by the Indemnitee or otherwise.

(b) In accordance with the UK Companies Act 2006 (the “ Companies Act ”) and the Articles, the Indemnitee, in his/her capacity as a director or an officer of the Company and/or an associated company, shall not be indemnified under this Agreement against:

(i) any liabilities to the Company or the associated company;

(ii) any fines imposed in criminal proceedings;

(iii) any sum payable to a regulatory authority by way of penalty in respect of non-compliance with any requirement of a regulatory nature (howsoever arising);

(iv) any liability incurred in defending any criminal proceedings in which the Indemnitee is convicted;

(v) any liability incurred in defending any civil proceedings brought by the Company or the associated company, in which judgment is given against the Indemnitee; and

(vi) any liability incurred in connection with an application for relief under section 661(3) or (4) or section 1157 of the Companies Act, in which the court refuses to grant him relief.

Section 2. Advance Payment of Expenses .

(a) Subject to Section 2(c), the Company shall, to the fullest extent permitted by the Law and the Articles, provide funds to the Indemnitee to meet expenses incurred by the Indemnitee, or to enable the Indemnitee to avoid incurring any such expenses, in appearing at, participating in or defending any action, suit or proceeding or in connection with an enforcement action as contemplated by Section 3(g) in advance of the final disposition of such action, suit or proceeding within 30 days after receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances of funds from time to time (“ Advancement Period ”).

(b) In the event that any advancement of expenses to which the Indemnitee is entitled under this Section 2 has not been made after the expiry of the Advancement Period, the Indemnitee shall send a reminder in writing to the Company for such payment or advancement to be made and the Company shall, as soon as practicable after the receipt of such reminder and in any event within 10 business days of the date of such reminder (“ Advancement Grace Period ”), make such payment or advancement.

(c) In accordance with the Companies Act and the Articles, any advancement of expenses by the Company under this Section 2 to the Indemnitee in his/her capacity as a director of the Company and/or an associated company shall be limited to the purposes of funding any expenses in connection with (i) defending any criminal or civil proceedings, or any investigation or action proposed to be taken by a regulatory authority, in connection with any negligence, default, breach of duty or breach of trust by the Indemnitee as director of the Company or the associated company; and (ii) any application of relief under section 661(3) or (4) or section 1157 of the Companies Act, or to enable the Indemnitee to avoid incurring any such expenses, and that such funds so advanced shall be repaid by the Indemnitee, in the event that the Indemnitee is being convicted, or a judgment is being given against him, in connection with any such criminal or civil proceedings or any such regulatory investigations or actions, or in the event that any such application for relief has been refused, no later than the date when the conviction, judgment, or refusal of relief becomes final.

(d) This Section 2 shall be subject to Section 3(b) and shall not apply to any claim made by the Indemnitee for which indemnity is excluded pursuant to Section 6.

(e) The Indemnitee hereby undertakes to repay any amounts advanced (without interest) under this Section 2 to the extent that it is ultimately determined that the Indemnitee is not entitled under this Agreement to be indemnified by the Company in respect thereof. No other form of undertaking shall be required of the Indemnitee for the repayment of such amount advanced other than the execution of this Agreement.

Section 3. Procedure for Indemnification; Notification and Defense of Claim .

(a) Promptly after receipt by the Indemnitee of a notice of the commencement of any action, suit or proceeding, the Indemnitee shall, if a claim in respect thereof is to be made against the Company or an associated company hereunder (as the case may be), notify the Company in writing of the commencement thereof. The failure to promptly notify the Company of the commencement of the action, suit or proceeding, or of the Indemnitee’s request for indemnification, will not relieve the Company from any liability that it may have to the Indemnitee hereunder, except to the extent the Company is actually and materially prejudiced in its defense of such action, suit or proceeding as a result of such failure. To obtain indemnification under this Agreement, the Indemnitee shall submit to the Company a written request therefor including such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to enable the Company to determine whether and to what extent the Indemnitee is entitled to the indemnification.

(b) With respect to any action, suit or proceeding of which the Company is so notified as provided in this Agreement, the Company shall, subject to the last sentence of this paragraph, be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After the delivery of such notice and the approval of such counsel by the Indemnitee, the Company will not be liable to the Indemnitee under this Agreement for any subsequently-incurred fees of separate counsel engaged by the Indemnitee with respect to the same action, suit or proceeding unless the engagement of such separate counsel by the Indemnitee has been previously authorized in writing by the Company. Notwithstanding the foregoing, if the Indemnitee, based on the advice of his or her counsel, shall have reasonably concluded (with written notice being given to the Company setting forth the basis for such conclusion) that, in the conduct of any such defense, there is or is reasonably likely to be a conflict of interest or position between the Company and the Indemnitee with respect to a significant issue, then the Company will not be entitled, without the written consent of the Indemnitee, to assume such defense.

(c) To the fullest extent permitted by the Law and the Articles and subject to a determination by the Company to the contrary and such determination has been notified by the Company to the Indemnitee in writing, the Company’s assumption of the defense of an action, suit or proceeding in accordance with Section 3(b) above will constitute an irrevocable acknowledgement by the Company that all losses, liabilities and expenses, including any judgments, fines and amounts paid in settlement, actually and reasonably incurred by the Indemnitee in connection therewith are indemnifiable by the Company under Section 1 of this Agreement.

(d) The determination of whether to grant the Indemnitee’s indemnification request shall be made promptly and in any event within 30 days following the Company’s receipt of a request for indemnification in accordance with Section 3(a) (“ Indemnification Period ”). If the Company determines that the Indemnitee is entitled to such indemnification, or is deemed to have acknowledged pursuant to Section 3(c) that the Indemnitee is entitled to be so indemnified, the Company shall make payment to the Indemnitee of the indemnifiable amount prior to the expiry of the Indemnification Period.

(e) In the event that any payment of indemnification to which the Indemnitee is entitled under this Section 3 has not been made after the expiry of the Indemnification Period, the Indemnitee shall send a reminder in writing to the Company for such payment to be made and the Company shall, as soon as practicable after the receipt of such reminder and in any event within 10 business days of the date of such reminder (“ Indemnification Grace Period ”), make such payment.

(f) If the Company fails to make such determination as to the Indemnitee’s entitlement to indemnification or has not notified the Indemnitee pursuant to Section 3(c) that the assumption of such defense by the Company shall not constitute an acknowledgement by the Company of the Indemnitee’s entitlement to indemnification, in each case prior to the expiry of the Indemnification Period, such determination or acknowledgement shall, subject to Section 6, be deemed to have been made in favour of the Indemnitee and the Indemnitee shall be entitled to such indemnification, provided that there is no (i) misstatement of, or an omission to disclose, a material fact by the Indemnitee which would render a statement made by the Indemnitee in connection with the request for indemnification materially misleading, or (ii) prohibition of such indemnification under the Law or the Articles.

(g) In the event that:

(i) the Company determines pursuant to this Section 3 that the Indemnitee is not entitled to indemnification under this Agreement;

(ii) the Company denies, in whole or in part, a request for indemnification;

(iii) the Company fails to make a payment of indemnification in accordance with Section 3(d) and such payment has not been made by the expiry of the Indemnification Grace Period;

(iv) the Company fails to make an advancement of expenses in accordance with Section 2(a) and such advancement has not been made by the expiry of the Advancement Grace Period; or

(v) the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder,

the Indemnitee shall be entitled to bring an action against the Company in relation to his or her entitlement to such indemnification or advancement of expenses. If and to the extent that the Indemnitee is successful in any such action, suit or proceeding in establishing the Indemnitee’s right, in whole or in part, to such indemnification or advancement of expenses, the Indemnitee’s expenses incurred in connection with such action, suit or proceeding shall be indemnified by the Company to the fullest extent permitted by the Law and the Articles.

Section 4. Insurance and Subrogation .

(a) The Company shall use its reasonable best efforts to purchase and maintain a policy or policies of insurance with reputable insurance companies providing the Indemnitee with coverage, to the fullest extent permitted by the Law and by the Articles, for all losses, liabilities and expenses incurred by the Indemnitee in relation to, or in connection with, the

exercise of the Indemnitee’s duties and powers or otherwise in relation to, or in connection with, the holding of office by the Indemnitee as a director or an officer, employee or agent (which, for the purposes hereof, shall include a trustee, fiduciary, partner, manager or a similar capacity) of the Company and/or an associated company, whether or not the Company would have the power to indemnify the Indemnitee against such losses, liabilities and expenses under the provisions of this Agreement. Such insurance policies shall have coverage terms and policy limits at least as favorable to the Indemnitee as the insurance coverage provided to any other director or officer of the Company or the associated company (as the case may be). If the Company has such insurance in effect at the time the Company receives from the Indemnitee any notice of the commencement of an action, suit or proceeding, the Company shall give prompt notice of the commencement of such action, suit or proceeding to the insurers in accordance with the procedures set forth in the relevant policy. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit or proceeding in accordance with the terms of such policy.

(b) In the event that any payment or advancement of expenses is made by the Company under this Agreement, the Company shall be subrogated to the extent of such payment or advancement to all of the rights of recovery of the Indemnitee with respect to any insurance policy or other rights of recovery. The Indemnitee shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights in accordance with the terms of such insurance policy or other rights of recovery. The Company shall pay or reimburse all expenses actually and reasonably incurred by the Indemnitee in connection with such subrogation.

(c) The Company shall not be liable under this Agreement to make any payment or advancement of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines and amounts paid in settlement, and any excise taxes or penalties under the Employee Retirement Income Security Act (“ ERISA ”)) if and to the extent that the Indemnitee has otherwise actually received such payment or advancement under this Agreement or any insurance policy, contract, agreement or otherwise.

Section 5. Certain Definitions . For the purposes of this Agreement, the following definitions shall apply:

(a) “ action, suit or proceeding ” shall be broadly construed and shall include, without limitation, the investigation, preparation, prosecution, defense, settlement, arbitration, appeal and application for relief of, and the giving of testimony in, any actual, threatened, pending or completed claim, action, suit, arbitration, alternative dispute mechanism or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal;

(b) “ associated company ” shall have the meaning given to it under section 256 of the Companies Act (as amended from time to time);

(c) the reference to “ a conviction, judgment or refusal of relief ” is a reference to one that has become final. A conviction, judgment or refusal of relief becomes final (i) if not appealed against, at the end of the period for bringing an appeal; or (ii) if appealed against, at the time when the appeal (or any further appeal) is disposed of. An appeal is disposed of (i) if it is determined and the period for bringing any further appeal has ended; or (ii) if it is abandoned or otherwise ceases to have effect;

(d) “ business days ” shall mean a day (not being a Saturday or Sunday) on which clearing banks are open for business in London and New York;

(e) “ expenses ” shall be broadly construed and shall include, without limitation, all direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys’ fees and related disbursements, appeal bonds, other out-of-pocket costs and reasonable compensation for time spent by the Indemnitee for which the Indemnitee is not otherwise compensated by the Company or any third party), actually and reasonably incurred by the Indemnitee in connection with either the investigation, defense or appeal of, or application for relief in relation to, or in connection with, an action, suit or proceeding or establishing or enforcing a right to indemnification under this Agreement or otherwise incurred in connection with a claim that is indemnifiable hereunder;

(f) “ final judgement or adjudication ” shall mean a final (not interlocutory) judgment or other adjudication of a court or arbitration or administrative body of competent jurisdiction as to which there is no further right or option of appeal or the time within which an appeal must be filed has expired without such filing;

(g) “ in relation to, or in connection with, the exercise of the Indemnitee’s duties and powers or otherwise in relation to, or in connection with, the holding of office by the Indemnitee as a director or an officer, employee or agent (which, for the purposes hereof, shall include a trustee, fiduciary, partner, manager or a similar capacity) of the Company and/or an associated company ” shall be broadly construed and shall include, without limitation, any actual or alleged act or omission to act; and

(h) “ judgments, fines and amounts paid in settlement ” shall be broadly construed and shall include, without limitation, all direct and indirect payments of any type or nature whatsoever, as well as any penalties or excise taxes assessed on a person with respect to an employee benefit plan.

Section 6. Limitation on Indemnification . Notwithstanding any other provision herein to the contrary, the Company shall not be obligated pursuant to this Agreement:

(a) Claims Initiated by Indemnitee . To indemnify or advance expenses to the Indemnitee with respect to an action, suit or proceeding (or part thereof), however denominated, initiated by the Indemnitee, other than (i) an action, suit or proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this Agreement (pursuant to and which shall be governed by the provisions of Section 6(b)) and (ii) an action, suit or proceeding (or part thereof) which was authorized or consented to by the Board of Directors of the Company, it being understood and agreed that such authorization or consent shall not be unreasonably withheld in connection with any compulsory or advisory counterclaim brought by the Indemnitee in response to an action, suit or proceeding otherwise indemnifiable under this Agreement.

(b) Action for Indemnification . To indemnify the Indemnitee for any expenses incurred by the Indemnitee with respect to any action, suit or proceeding instituted by the Indemnitee to enforce or interpret this Agreement, unless the Indemnitee is successful in such action, suit or proceeding in establishing the Indemnitee’s right, in whole or in part, to indemnification or advancement of expenses hereunder (in which case such indemnification or advancement shall be to the fullest extent permitted by the Law and the Articles), or unless and to the extent that the court in such action, suit or proceeding shall determine that, despite the

Indemnitee’s failure to establish their right to indemnification, the Indemnitee is entitled to be indemnified for such expenses; provided, however, that nothing in this Section 6(b) is intended to limit the Company’s obligations with respect to the advancement of expenses to the Indemnitee in connection with any such action, suit or proceeding instituted by the Indemnitee to enforce or interpret this Agreement, as provided in Section 2 hereof.

(c) Section 16(b) Matters . To indemnify the Indemnitee on account of any suit in which judgment is rendered against the Indemnitee for disgorgement of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended.

(d) Fraud, Wilful Recklessness or Serious Culpability . To indemnify the Indemnitee on account of conduct by the Indemnitee where such conduct has been determined by a final judgment or adjudication to have been knowingly fraudulent or constitute wilful recklessness or serious culpability .

(e) Prohibited by Law . To indemnify the Indemnitee in any circumstance where such indemnification has been determined by a final judgment or adjudication to be prohibited by law.

Section 7. Certain Settlement Provisions . The Company shall have no obligation to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action, suit or proceeding without the Company’s prior written consent. The Company shall not settle any action, suit or proceeding in any manner that would impose any criminal fine, sanction or similar obligation on the Indemnitee without the Indemnitee’s prior written consent. Neither the Company nor the Indemnitee will unreasonably withhold his, her, its or their consent to any proposed settlement.

Section 8. Savings Clause . If any provision or provisions (or portion thereof) of this Agreement is or becomes invalid, illegal or unenforceable, the Company shall nevertheless indemnify the Indemnitee against all losses, liabilities and expenses, including any judgments, fines and amounts paid in settlement, actually and reasonably incurred by the Indemnitee in connection with any action, suit or proceeding in relation to, or in connection with, the exercise of the Indemnitee’s duties and powers or otherwise in relation to, or in connection with, the holding of office by the Indemnitee as a director or an officer, employee or agent (which, for the purposes hereof, shall include a trustee, fiduciary, partner, manager or a similar capacity) of the Company and/or an associated company, whether in connection with any negligence, default, breach of duty or breach of trust by the Indemnitee or otherwise, to the fullest extent permitted by any applicable portion of this Agreement that is not invalid, illegal or unenforceable.

Section 9. Contribution . In order to provide for a just and equitable contribution in circumstances in which the indemnification provided for herein is held by a court of competent jurisdiction to be unavailable to the Indemnitee in whole or in part, it is agreed that, in such event, the Company shall, to the fullest extent permitted by the Law and the Articles, contribute to the payment of all of the Indemnitee’s losses, liabilities and expenses, including any judgments, fines, and amounts paid in settlement, actually and reasonably incurred by the Indemnitee in connection with any action, suit or proceeding, including any appeals and application for relief, in an amount that is just and equitable in the circumstances; provided that, without limiting the generality of the foregoing, such contribution shall not be required where such holding by the court is due to any limitation on indemnification set forth in Section 4(c), 6 or 7 hereof.

Section 10. Form and Delivery of Communications . All notices, requests, demands and other communications made under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered by hand, upon receipt by the party to whom the said notice or other communication shall have been directed, (b) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed, (c) mailed by reputable overnight courier, one day after deposit with such courier and with written verification of receipt or (d) sent by email or facsimile transmission, with receipt of oral confirmation that such transmission has been received. Notice to the Company shall be directed to Nielsen Holdings plc, 85 Broad Street, New York, New York 10004, Attention: General Counsel. Notice to Indemnitee shall be directed to the address provided on the signature page hereto.

Section 11. Non-exclusivity . The provisions for indemnification and advancement of expenses set forth in this Agreement shall not be deemed exclusive of any other rights which the Indemnitee may have under any provision of the Law or the Articles or any other applicable law, in any court in which a proceeding is brought, other agreements or otherwise. No amendment or alteration of the Articles or any other agreement shall adversely affect the rights provided to the Indemnitee under this Agreement other than amendment or alteration as required by the Law.

Section 12. No Construction as Employment Agreement . Nothing contained herein shall be construed as giving the Indemnitee any right to be retained as a director of the Company or an associated company or in the employment of the Company or an associated company. For the avoidance of doubt, the indemnification and advancement of expenses provided under this Agreement shall continue in respect of the Indemnitee even though he may have ceased to be a director or an officer of the Company or an associated company.

Section 13. Interpretation of Agreement . It is understood that the parties hereto intend this Agreement to be interpreted and enforced so as to provide indemnification to the Indemnitee to the fullest extent now or hereafter permitted by the Law and the Articles.

Section 14. Entire Agreement . This Agreement and the documents expressly referred to herein constitute the entire agreement between the parties hereto with respect to the matters covered hereby, and any other prior or contemporaneous oral or written understandings or agreements with respect to the matters covered hereby are expressly superseded by this Agreement.

Section 15. Modification and Waiver . No supplement, modification, waiver or amendment of this Agreement shall be binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. For the avoidance of doubt, this Agreement may not be terminated by the Company without the Indemnitee’s prior written consent.

Section 16. Successor and Assigns . All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Company shall require and cause any direct or indirect successor

(whether by acquisition, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, by written agreement in form and substance reasonably satisfactory to the Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

Section 17. Governing Law . This Agreement and all non-contractual obligations arising out of or in connection with it are governed by English law.

Section 18. Jurisdiction and Service of Process .

(a) The courts of England have exclusive jurisdiction to settle any dispute arising from or connected with this Agreement (a “ Dispute ”) (including a dispute regarding the existence, validity or termination of this Agreement or relating to any non-contractual obligation arising out of or in connection with this Agreement) or the consequences of its nullity.

(b) The parties agree that the courts of England are the most appropriate and convenient courts to settle any Dispute and, accordingly, that they will not argue to the contrary.

(c) The Company agrees that any documents required to be served on it in relation to any proceedings may be served on it by serving them at its registered office in the UK, which is currently at AC Nielsen House, London Road, Oxford, Oxfordshire, OX3 9RX. These documents may, however, be served in any other manner allowed by law.

Section 19. Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument, notwithstanding that both parties are not signatories to the original or same counterpart.

Section 20. Headings . The section and subsection headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

This Agreement has been duly executed and delivered to be effective as of the date stated above.


NIELSEN HOLDINGS PLC

By

Name:

Title:


INDEMNITEE



Name:

Address for Notices:

Exhibit 10.2

Form of Letter of Appointment

Nielsen Holdings plc (the “ Company ”)

AC Nielsen House

London Road

Oxford

OX3 9RX

[DIRECTOR NAME]

[ADDRESS]

[DATE]

Dear [ NAME ]

This letter sets out the terms and conditions of your appointment to the Board of the Company as a director of the Company (“ Director ”). It is agreed that this is not a contract of employment.

Appointment

1.	Your appointment as a Director of the Company was approved by the Board of the Company to take effect on [ DATE ].

Performance of Duties

You will be required to exercise your powers as a Director in accordance with the Company’s policies and procedures and in compliance with the articles of association of the Company, as in force from time to time (the “ Articles ”). You will perform your duties as a Director having regard to relevant legal and regulatory obligations including in particular the Companies Act 2006 (or any act which supersedes it) and the Articles.

3.	You must be prepared to commit additional time to your role as circumstances require particularly when the Company is undergoing a period of increased activity. You may also be required to serve on committees of the Board and/or to assume additional responsibilities.

4.	As a Director, you have the same general legal responsibilities to the Company as any other Director. The Board is collectively responsible for the success of the Company.

5.	By accepting this appointment you undertake that you are not subject to any restrictions that prevent you from holding the office of Director and that you have sufficient time to carry out your duties in accordance with the terms of this letter of appointment.

6.	Unless specifically authorised to do so by the Board you will not enter into any legal or other commitment or contract on behalf of the Company.

Fees and Expenses

7.	For the services set out in the paragraphs above, the Company will pay a director’s fee in accordance with the Company’s directors’ remuneration policy as approved by the shareholders from time to time.

8.	All fees will cease to accrue with effect from the date of your ceasing, for whatever reason, to be a Director of the Company.

9.	In addition to the fees described in paragraph 7, the Company will during your appointment reimburse you for all properly documented travel, hotel and other incidental expenses reasonably incurred by you in the performance of your duties.

Insurance and Indemnity

10.

As part of your terms of appointment as a Director, you will have the benefit of and are able to rely upon the indemnity contained in the Articles and any indemnification agreement entered into between you and the Company from time to time, the terms of which are expressly incorporated into this letter of appointment.

11.

The Company will use its reasonable endeavours to obtain appropriate directors’ and officers’ liability insurance for your benefit and to maintain the cover in force for so long as you are a Director, subject to the provisions governing such insurance and on such terms as the Company may from time to time decide. You acknowledge that this insurance may not cover claims in which you are the claimant or are directly or indirectly interested in the claimant.

Conflict of Interests

12.

As a Director of the Company you are under a statutory duty to avoid a situation in which you have, or can have, a direct or indirect interest that conflicts, or may possibly conflict, with the interests of the Company. You agree and acknowledge that the duty to avoid conflicts of interest will continue to apply after you cease to be a Director of the Company, specifically with regards to the exploitation of any property, information or opportunity of which you became aware when you were a Director.

13.

In accordance with the duty described in paragraph 12, you hereby agree to comply with the requirements set out in the Articles in relation to the disclosure to the Company of any such situations and/or the declaration of any interests (whether direct or indirect) that you have in a proposed or existing transaction or arrangement with the Company. You also agree and acknowledge that any conflicts will be dealt with following the procedures set out in the Articles.

Confidential Information

14.

You acknowledge that all information concerning the organisation, business dealings, finances, transactions or affairs of the Company or any subsidiary acquired during your appointment is confidential to the Company and you must not during the period of your appointment or at any time thereafter disclose to any company or person any trade secrets or other confidential information concerning the Company other than in the proper performance of your duties or as required by a Court of competent jurisdiction. During the continuance of your appointment you will use your best endeavours to prevent the unauthorised publication or misuse of any confidential information provided that such restrictions shall cease to apply to any confidential information which may enter the public domain other than through your default. In accordance with relevant legislative and regulatory requirements, you must not disclose price-sensitive information other than in the proper performance of your duties or as required by a Court of competent jurisdiction.

Independent Professional Advice

15.

Circumstances may arise where it is necessary for you to seek professional advice about the performance of your duties. You will be entitled, after consultation with the Board and jointly with any other Director(s) whose interests are the same as yours, to obtain at the Company’s expense such external independent professional advice as is reasonably necessary to enable you to carry out the duties of your office.

Insider Dealing/Code of Conduct

16.	You must comply with all applicable rules of law, stock exchange regulations and any Company policy for securities transactions by directors and with any code of conduct of the Company.

Term of Appointment

17.	Your appointment and any subsequent re-appointment as a Director are at all times subject to and in accordance with the Articles and subject to any necessary shareholder ratification.

18.	Your appointment may be terminated by the Company with immediate effect in accordance with the Articles.

Data Protection

19.

You acknowledge that the Company processes personal data collected during the course of your appointment for administrative and management purposes in compliance with applicable procedures, laws and regulations. This may involve such information being forwarded to offices outside the European Economic Area as necessary from time to time and you consent to the Company doing so.

Changes to personal details

20.	You shall advise the Company Secretary promptly of any change in your address or other personal contact details.

Variation

21.	No variation of this letter shall be effective unless it is in writing and signed by you and the Company (or respective authorised representatives).

Governing Law

22.	Your appointment is governed by and shall be construed in accordance with the laws of England and Wales and any disputes arising out of or in connection with your appointment are subject to the exclusive jurisdiction of the English Courts.

If you are willing to accept this appointment, please sign the enclosed copy of this letter and return it to me.

The Company looks forward to working with you in the future.

Yours sincerely

[NAME]

[For and on behalf of Nielsen Holdings plc]

To:	The Company Secretary

Nielsen Holdings plc

I accept appointment as a director of Nielsen Holdings plc on the terms specified or referred to in your letter to me dated [DATE] of which this letter is a copy.



Signed:

Dated:

Exhibit 10.3

2006 STOCK ACQUISITION AND OPTION PLAN

FOR KEY EMPLOYEES OF

NIELSEN HOLDINGS PLC AND ITS SUBSIDIARIES

(As Amended and Restated – Effective as of the merger of Nielsen N.V. into Nielsen Holdings plc)

1.	Purpose of Plan

The 2006 Stock Acquisition and Option Plan for Key Employees of Nielsen Holdings plc and Its Subsidiaries (the “Plan”) is designed:

(a) to promote the long term financial interests and growth of Nielsen Holdings plc, a company incorporated in England and Wales (the “Company”) and its Subsidiaries by attracting and retaining management and other personnel with the training, experience and ability to enable them to make a substantial contribution to the success of the Company’s business;

(b) to motivate management personnel by means of growth-related incentives to achieve long range goals; and

(c) to further the alignment of interests of participants with those of the stockholders of the Company through opportunities for increased stock, or stock-based ownership in the Company.

2.	Definitions

As used in the Plan, the following words shall have the following meanings:

(a) “Affiliate” means with respect to any Person, any entity directly or indirectly controlling, controlled by or under common control with such Person.

(b) “Bidco” means Valcon Acquisition BV, a private company with limited liability incorporated under the laws of The Netherlands and an entity which is wholly-owned by the Company.

(d) “Change in Control” means any transaction (including, without limitation, any merger, consolidation or sale of assets or equity interests, or any acquisition of stock in the open market or otherwise) the result of which is that any Person or Group, other than any of the Investors or their Affiliates, obtains (i) direct or indirect beneficial ownership of more than fifty (50) percent of the voting rights attached to the entire issued share capital of Valcon Acquisition Holding (Luxembourg) S.à.r.l. (“Luxco”), or any entity which is wholly-owned, directly or indirectly, by Luxco and which has materially the same direct or indirect ownership of all direct and indirect subsidiaries of Luxco as does Luxco, or (ii) all or substantially all of the assets of the VNU Group (excluding, for the avoidance of doubt, a transaction or series of transactions involving the sale of only (A) the assets of the entities comprising the Business Information division of the VNU Group, in combination with (B) the assets of either (x) the entities comprising the Marketing Information division of the VNU Group or (y) the entities comprising the Media Measurement and Information division of the VNU Group, in each case as such applicable division is constituted from time to time).

(e) “Code” means the Internal Revenue Code of 1986, as amended.

(f) “Control” means with respect to a Person (other than an individual) (i) direct or indirect ownership of more than 50% of the voting rights of such Person, or (ii) the right to appoint the majority of the members of the board of directors (or similar governing body) or to manage on a discretionary basis the assets of such Person and, for avoidance of doubt, a general partner is deemed to control a limited partnership and, solely for the purposes of this Agreement, a fund advised or managed directly or indirectly by a Person shall also be deemed to be controlled by such Person (and the terms Controlling and Controlled shall have meanings correlative to the foregoing).

(g) “Committee” means the Compensation Committee of the Board (or, if no such committee exists, the Board or its Executive Committee).

(h) “Common Stock” or “Share” means the ordinary shares of the Company, which may be authorized but unissued, or issued and reacquired.

(i) “Employee” means a person, including an officer, in the regular employment of the Company or one of its Subsidiaries who, in the opinion of the Committee, is, or is expected to have involvement in the management, growth or protection of some part or all of the business of the Company or one of its Subsidiaries.

(j) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(k) “Fair Market Value” means on a given day, the price per share equal to (i) the closing sale price of the Common Stock on such day on the principal stock exchange on which the Common Stock may at the time be listed or, (ii) if there shall have been no sales on such exchange on such day on any given day, the average of the closing bid and asked prices of the Common Stock on such exchange on such day or, (iii) if there is no such bid and asked price on such day, the average of the closing bid and asked prices of the Common Stock on the next preceding date when such bid and asked price occurred or, (iv) if the Common Stock shall not be so listed, as determined by the Board in good faith based on the recommendation of the Committee.

(l) “Grant” means an award made to a Participant pursuant to the Plan and described in Section 5, including, without limitation, an award of a Stock Option, Purchase Stock, Restricted Stock, Stock Appreciation Right or Dividend Equivalent Right (as such terms are defined in Section 5), or any combination of the foregoing.

(m) “Grant Agreement” means an agreement between the Company and a Participant that sets forth the terms, conditions and limitations applicable to a Grant.

(n) “Group” means “group,” as such term is used for purposes of Section 13(d) or 14(d) of the Exchange Act.

(o) “Investors” means each of the investment funds associated with AlpInvest Partners, The Blackstone Group, The Carlyle Group, Hellman & Friedman, Kohlberg Kravis Roberts, Co. and Thomas H. Lee Partners, or their successors, so long as they remain investors under that certain Shareholder’s Agreement Regarding The Nielsen Company B.V., to be entered into by and among Luxco, Valcon Acquisition Holding B.V., Bidco, and the other parties thereto.

(p) “Management Stockholder’s Agreement” means that certain management stockholder’s agreement entered into between the Company and each Participant.

(q) “Participant” means an Employee, non-employee member of the Board, consultant or other person having a relationship with the Company or one of its Subsidiaries, to whom one or more Grants have been made and remain outstanding.

(r) “Person” means “person,” as such term is used for purposes of Section 13(d) or 14(d) of the Exchange Act.

(s) “Subsidiary” means with respect to any Person, any entity directly or indirectly controlled by such Person.

(t) “VNU Group” means Luxco and any of its direct and indirect subsidiaries and Affiliates, together with any successor thereto.

3.	Administration of Plan

(a) The Plan shall be administered by the Committee. The Committee may adopt its own rules of procedure, and action of a majority of the members of the Committee taken at a meeting, or action taken without a meeting by unanimous written consent, shall constitute action by the Committee. The Committee shall have the power and authority to administer, construe and interpret the Plan, to make rules for carrying it out and to make changes in such rules. Any such interpretations, rules, and administration shall be consistent with the basic purposes of the Plan.

(b) The Committee may delegate to the Chief Executive Officer of the VNU Group and to other senior officers of the Company its duties under the Plan subject to such conditions and limitations as the Committee shall prescribe except that only the Committee may designate and make Grants to Participants.

(c) The Committee may employ counsel, consultants, accountants, appraisers, brokers or other persons. The Committee, the Company, and the officers and directors of the Company shall be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon all Participants, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Grants, and all members of the Committee shall be fully protected by the Company with respect to any such action, determination or interpretation.

4.	Eligibility

The Committee may from time to time make Grants under the Plan to such Employees, or other persons having a relationship with Company or any of its Subsidiaries, and in such form and having such terms, conditions and limitations as the Committee may determine. The terms, conditions and limitations of each Grant under the Plan shall be set forth in a Grant Agreement, in a form approved by the Committee, consistent, however, with the terms of the Plan; provided , however , that such Grant Agreement shall contain provisions dealing with the treatment of Grants in the event of the termination of employment, death or disability of a Participant, and may also include provisions concerning the treatment of Grants in the event of a Change in Control of the Company.

Grants

From time to time, the Committee will determine the forms and amounts of Grants for Participants. Such Grants may take the following forms in the Committee’s sole discretion:

(a) Stock Options – These are options to subscribe for Common Stock. At the time of Grant the Committee shall determine, and shall include in the Grant Agreement or other Plan rules, the option exercise period, the option exercise price, vesting requirements, and such other terms, conditions or restrictions on the grant or exercise of the option as the Committee deems appropriate. In addition to other restrictions contained in the Plan, an option granted under this Section 5(a) may not be exercised more than 10 years after the date it is granted. Payment of the option exercise price shall be made in cash, or in shares of Common Stock or a combination thereof, in accordance with the terms of the Plan, the Grant Agreement and of any applicable guidelines of the Committee in effect at the time.

(b) Stock Appreciation Rights – The Committee may grant Stock Appreciation Rights in connection with the grant of a Stock Option. Each Stock Appreciation Right shall be subject to such other terms as the Committee may determine. A Stock Appreciation Right means the right to transfer and surrender to the Company all or a portion of a Stock Option in exchange for an amount, payable in cash or shares of Common Stock, equal to the excess of (i) the aggregate Fair Market Value, as of the date such Option or portion thereof is transferred or surrendered, of the Common Stock underlying such Option or portion thereof, over (ii) the aggregate exercise price of such Option or portion thereof, relating to such Common Stock.

(c) Purchase Stock – Purchase Stock are Shares offered to a Participant at such price as determined by the Committee, the acquisition of which may make the Participant eligible to receive Grants under the Plan, including, but not limited to, Stock Options.

(d) Restricted Stock – Restricted Stock are Shares granted by the Committee to a Participant, with or without charge to the Participant (as may be required by applicable law). The Restricted Stock shall be subject to such other terms as the Committee may determine.

(e) Dividend Equivalent Rights – The Committee may grant Dividend Equivalent Rights either alone or in connection with the grant of a Stock Option. A Dividend Equivalent Right means the right to receive a payment in respect of one share of Common Stock (whether or not subject to a Stock Option) equal to the amount of any dividend paid in respect of one share of Common Stock held by a shareholder in the Company. Each Dividend Equivalent Right shall be subject to such terms as the Committee may determine.

(f) Other Stock-Based Awards – The Committee may grant or sell awards of Shares and awards that are valued in whole or in part by reference to, or are otherwise based on the Fair Market Value of, Shares (including, without limitation, restricted stock units). Such “Other Stock-Based Awards” shall be in such form, and dependent on such conditions, as the Committee may determine, including, without limitation, the right to receive, or vest with respect to, one or more Shares (or the equivalent cash value of such Shares) upon the completion of a specified period of service, the occurrence of an event and/or the attainment of performance objectives. Other Stock-Based Awards may be granted alone or in addition to any other Grants under the Plan. Subject to the provisions of the Plan, the Committee shall determine to whom and when Other Stock-Based Awards will be made, the number of Shares to be awarded under (or otherwise related to) such Other Stock-Based Awards; whether such Other Stock-Based Awards shall be settled in cash, Shares or a combination of cash and Shares; and all other terms and conditions of such awards (including, without limitation, the vesting provisions thereof and provisions ensuring that all Shares so awarded and issued shall be fully paid and non-assessable).

6.	Limitations and Conditions

(a) The number of Shares available for Grants under this Plan (including Grants made under the Plan as maintained by Nielsen N.V.) shall be 22,675,000, of which 4,578,125 shares are intended to be Purchase Stock and 18,096,875 shares are intended to be available for equity grants, unless restricted by applicable law. Shares related to Grants that are forfeited, terminated, cancelled, expire unexercised or purchased by the Company, shall immediately become available for new Grants.

(b) No Grants shall be made under the Plan beyond ten years after the effective date of the Plan, but the terms of Grants made on or before the expiration of the Plan may extend beyond such expiration. At the time a Grant is made or amended or the terms or conditions of a Grant are changed in accordance with the terms of the Plan or the Grant Agreement, the Committee may provide for limitations or conditions on such Grant.

(c) Nothing contained herein shall affect the right of the Company or any of its Subsidiaries to terminate any Participant’s employment at any time or for any reason.

(d) Unless otherwise agreed with a Participant, no benefit under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to do so shall be void. No such benefit shall, prior to receipt thereof by the Participant, be in any manner liable for or subject to the debts, contracts, liabilities, engagements, or torts of the Participant.

(e) Participants shall not be, and shall not have any of the rights or privileges of, stockholders of the Company in respect of any Shares they may acquire in connection with any Grant unless and until any such Shares have been issued by the Company to such Participants (or book entry representing such shares has been made and such Shares have been deposited with the appropriate registered book-entry custodian). For the avoidance of doubt, shares shall be deemed to have been issued when evidenced by entry in the Company’s shareholder register.

(f) No election as to benefits or exercise of any Grant may be made during a Participant’s lifetime by anyone other than the Participant except by a legal representative appointed for or by the Participant.

(g) Absent express provisions to the contrary, any Grant under this Plan shall not be deemed compensation for purposes of computing benefits or contributions under any retirement or severance plan of the Company or its Subsidiaries and shall not affect any benefits under any other benefit plan of any kind now or subsequently in effect under which the availability or amount of benefits is related to level of compensation. This Plan is not a “Retirement Plan” or “Welfare Plan” under the Employee Retirement Income Security Act of 1974, as amended.

(h) Unless the Committee determines otherwise, no benefit or promise under the Plan shall be secured by any specific assets of the Company or any of its Subsidiaries, nor shall any assets of the Company or any of its Subsidiaries be designated as attributable or allocated to the satisfaction of the Company’s obligations under the Plan.

7.	Transfers and Leaves of Absence

For purposes of the Plan, unless the Committee determines otherwise: (a) a transfer of a Participant’s employment without an intervening period of separation among the Company and any Subsidiary (or among any Subsidiaries) shall not be deemed a termination of employment, and (b) a Participant who is granted in writing a leave of absence or who is entitled to a statutory leave of absence shall be deemed to have remained in the employ of the Company (and any Subsidiary) during such leave of absence.

8.	Adjustments

In the event of any stock split, spin-off, share combination, reclassification, recapitalization, liquidation, dissolution, reorganization, merger, Change in Control, payment of a dividend (other than a cash dividend paid as part of a regular dividend program) or other similar transaction or occurrence which affects the equity securities of the Company or the value thereof , the Committee shall (i) adjust the number and kind of shares subject to the Plan and available for or covered by Grants, (ii) adjust the share prices related to outstanding Grants, and/or (iii) take such other action (including, without limitation providing for the payment of a cash amount to holders of outstanding Grants), in each case as it deems reasonably necessary to address, on an equitable basis, the effect of the applicable corporate event on the Plan and any outstanding Grants. Any such adjustment made or action taken by the Committee in accordance with the preceding sentence shall be final and binding upon holders of Options and upon the Company.

9.	Merger, Consolidation, Exchange, Acquisition, Liquidation or Dissolution

In its absolute discretion, acting in good faith, and on such terms and conditions as it deems appropriate, coincident with or after the grant of any Grant, the Committee may provide that such Grant cannot be exercised after the amalgamation, combination, merger or consolidation of the Company with or into another corporation or other entity, the exchange of all or substantially all of the assets of the Company for the securities of another corporation or other entity, the acquisition by another person of 66 2/3% or more of the Company’s then outstanding shares of voting stock or the recapitalization, reorganization, reclassification, liquidation, dissolution, or other event affecting the capital stock of the Company, including a Change in Control. The Committee shall, on such terms and conditions as it deems appropriate, acting in good faith, also provide, either by the terms of such Grant or by a resolution adopted prior to the occurrence of such amalgamation, merger, consolidation, exchange, acquisition, recapitalization, reorganization, reclassification, liquidation, dissolution or other event affecting the capital stock of the Company, that, after written notice to all affected Participants and for a reasonable period of time prior to such event, such Grant which is being made unexercisable after any such event shall be exercisable as to any Shares subject thereto, notwithstanding anything to the contrary herein (but subject to the provisions of Section 6(b)) and that, upon the occurrence of such event, such Grant shall terminate and be of no further force or effect. The Committee may also provide, in its absolute discretion, that even if the Grant shall remain exercisable after any such event, from and after such event, any such Grant shall be exercisable only for the kind and amount of securities and/or other property, or the cash equivalent thereof (as determined by the Committee in good faith), receivable as a result of such event by the holder of a number of Shares for which such Grant could have been exercised immediately prior to such event. The Committee may further provide in its absolute discretion, an opportunity for holders of such Grant to enter into new Grants in connection with such event, on such terms and conditions as the Committee deems appropriate or to have their grants cancelled in exchange for a cash payment equal to the consideration paid in such transaction for Shares.

10.	Amendment and Termination

(a) The Committee shall have the authority to make such amendments to any terms and conditions applicable to outstanding Grants as are consistent with this Plan provided that no such action shall modify any Grant in a manner adverse to the Participant without the Participant’s consent except as such modification is provided for or contemplated in the terms of the Grant or this Plan (except that any adjustment that is made pursuant to Section 8 or 9 hereof may be made by the Committee in good faith).

(b) The Board of Directors may amend, suspend or terminate the Plan except that no such action, other than an action under Section 8 or 9 hereof, may be taken which would, without stockholder approval, increase the aggregate number of Shares available for Grants under the Plan, decrease the price of outstanding Grants, change the requirements relating to the Committee, extend the term of the Plan or be materially adverse to a majority of Participants with respect to any outstanding Grants.

(c) If any payments of money, delivery of shares of Common Stock or other benefits due to the Participant hereunder could cause the application of an accelerated or additional tax under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), such payments, delivery of shares or other benefits shall be deferred if deferral will make such payment, delivery of shares or other benefits compliant under Section 409A of the Code, otherwise such payment, delivery of shares or other benefits shall be restructured, to the extent possible, in a manner, determined by the Company and reasonably acceptable to the Participant, that does not cause such an accelerated or additional tax.

11.	Governing Law; International Participants

(a) This Plan shall be governed by the laws of the State of New York, except to the extent that the issue or transfer of Stock shall be subject to mandatory provisions of the laws of England and Wales.

(b) The Committee may make Grants to Employees who are subject to the laws of nations other than the United States, which Grants may have terms and conditions that differ from the terms thereof as provided elsewhere in the Plan for the purpose of complying with foreign laws.

12.	Withholding Taxes

The Company shall have the right to deduct from any cash payment made under the Plan the minimum amount of any federal, provincial, state or local income or other taxes required by law to be withheld with respect to such payment. It shall be a condition to the obligation of the Company to deliver Shares upon the exercise of a Stock Option that the Participant pay to the Company such amount as may be requested by the Company for the purpose of satisfying any liability for such minimum withholding taxes.

13.	Effective Date and Termination Dates

The Plan was originally effective on and as of the date of its approval by the stockholders of the predecessor company, Nielsen N.V. and shall terminate ten years later, subject to earlier termination by the Board pursuant to Section 10.

Exhibit 10.4

AMENDED AND RESTATED

NIELSEN 2010 STOCK INCENTIVE PLAN

1. Purpose of the Plan

The purpose of the Plan is to aid the Company and its Subsidiaries in recruiting and retaining key employees, directors or other service providers and to motivate such employees, directors or other service providers to exert their best efforts on behalf of the Company and its Subsidiaries by providing incentives through the granting of Awards. The Company expects that it will benefit from the added interest which such key employees, directors or other service providers will have in the welfare of the Company as a result of their proprietary interest in the Company’s success.

2. Definitions

The following capitalized terms used in the Plan have the respective meanings set forth in this Section:

(a) Affiliate : With respect to any Person, any other Person, directly or indirectly, controlling, controlled by, or under common control with such Person or any other Person designated by the Committee in which any Person has an interest.

(b) Award : An Option, Stock Appreciation Right, Other Stock-Based Award or Performance-Based Award granted pursuant to the Plan.

(d) Change in Control : the occurrence of any of the following events:

(i) the sale or disposition, in one or a series of related transactions, of all or substantially all, of the assets of the Company to any Person or Group other than the Permitted Holders;

(ii) any Person or Group, other than the Permitted Holders, is or becomes the Beneficial Owner (except that a Person shall be a “ Beneficial Owner ” of all shares that any such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total voting power of the voting stock of the Company (or any entity which controls the Company), including by way of merger, consolidation, tender or exchange offer or otherwise;

(iii) a reorganization, recapitalization, merger or consolidation (a “ Corporate Transaction ”) involving the Company, unless securities representing 50% or more of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the Company or the corporation resulting from such Corporate Transaction (or the parent of such corporation) are held subsequent to such transaction by the Person or Persons who were the Beneficial Owners of the outstanding voting securities entitled to vote generally in the election of directors of the Company immediately prior to such Corporate Transaction;

(iv) during any rolling twenty-four (24) month period looking back from any given date, individuals who at the beginning of such period constituted the Board (together with any new directors whose election by such Board or whose nomination for election by the shareholders of the Company was approved by a vote of a majority of the directors of the Company, then still in office, who were either directors at the beginning of such period or whose election or nomination for election was previously so approved (including pursuant to the Investor Shareholder Agreement)) (any such director, an “ Incumbent Director ”) cease for any reason to constitute a majority of the Board, then in office; provided , that, no individual shall be an Incumbent Director who is elected or nominated as a director of the Company (A) as a result of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened solicitation of proxies by or on behalf of any Person other than the Board or (B) pursuant to an agreement between Valcon Acquisition Holding (Luxembourg) S.à.r.l. (“ Luxco ”) or among one or more Investors (or any other shareholders of the Company) and a Third Party under which Luxco or the Investor is required to nominate such director; or

(v) any transaction (including, without limitation, any merger, consolidation or sale of assets or equity interests, or any acquisition of stock in the open market or otherwise) the result of which is that any Person or Group, other than any of the Investors or their Affiliates, obtains direct or indirect beneficial ownership of more than fifty percent (50%) of the voting rights attached to the entire issued share capital of Luxco.

(e) Code : The Internal Revenue Code of 1986, as amended, or any successor thereto, and the regulations and guidance promulgated thereunder.

(f) Committee : (i) The Compensation Committee of the Board, and (ii) any subcommittee consisting solely of at least two individuals who are intended to qualify as “Non-Employee Directors” within the meaning of Rule 16b-3 under the Exchange Act (or any successor rule thereto), “independent directors” within the meaning of the NYSE listed company rules and “outside directors” within the meaning of Section 162(m) of the Code (or any successor section thereto), to the extent Rule 16b-3 under the Exchange Act and Section 162(m) of the Code, respectively, are applicable to the Company and the Plan, to which the Compensation Committee of the Board has delegated any of its duties, and such other committee of the Board (including, without limitation, the full Board), in any such case to which the Compensation Committee of the Board has delegated power to act under or pursuant to the provisions of the Plan, as applicable.

(g) Company : Nielsen Holdings plc, a company incorporated in England and Wales.

(h) Effective Date : The original effective date of the Amended and Restated Nielsen 2010 Stock Incentive Plan was May 7, 2013, the date it was approved by shareholders of the predecessor company, Nielsen N.V. This Plan shall be effective upon the merger of Nielsen N.V. into the Company.

(i) Employment : The term “Employment” as used herein shall be deemed to refer to (i) a Participant’s employment if the Participant is an employee of the Company or any of its Subsidiaries, (ii) a Participant’s services, if the Participant is another form of service provider to the Company or any of its Subsidiaries, and (iii) a Participant’s services as a non-employee director, if the Participant is a non-employee member of the Board.

(j) Exchange Act : The Securities Exchange Act of 1934, as amended, or any successor thereto.

(k) Fair Market Value : Fair Market Value means, as applied to a specific date, the price of a Share that is based on the opening, closing, actual, high, low or average selling prices of a Share reported on any established stock exchange or national market system including without limitation the New York Stock Exchange and the National Market System of the National Association of Securities Dealers, Inc. Automated Quotation System on the applicable date, the preceding trading day, the next succeeding trading day, or an average of trading days, as determined by the Committee in its discretion. Unless the Committee determines otherwise or unless otherwise specified in an Award agreement, Fair Market Value shall be deemed to be equal to the closing price of a Share on the most recent date on which Shares were publicly traded. Notwithstanding the foregoing, if Shares are not traded on any established stock exchange or national market system, the Fair Market Value means the price of a Share as established by the Committee acting in good faith based on a reasonable valuation method that is consistent with the requirements of Section 409A of the Code and the regulations thereunder.

(l) Group : means “group,” as such term is used for purposes of Section 13(d) or 14(d) of the Exchange Act.

(m) Investors : means each of the investment funds associated with AlpInvest Partners, The Blackstone Group, The Carlyle Group, Hellman & Friedman, Kohlberg Kravis Roberts, Co. and Thomas H. Lee Partners, or their successors and/or Affiliates, so long as they remain investors under that certain Shareholder’s Agreement regarding Nielsen Holdings N.V., entered into on or about the Public Trading Date (the “ Investor Shareholder Agreement ”).

(n) ISO : An Option that is also an incentive stock option granted pursuant to Section 6(d) of the Plan.

(o) Option : A stock option granted pursuant to Section 6 of the Plan.

(p) Option Price : The purchase price per Share of an Option, as determined pursuant to Section 6(a) of the Plan.

(q) Other Stock-Based Awards : Awards granted pursuant to Section 8 of the Plan.

(r) Participant : An employee, director or other service provider of the Company or any of its Subsidiaries who is selected by the Committee to participate in the Plan.

(s) Performance-Based Awards : Awards granted pursuant to Section 9 of the Plan.

(t) Permanent Disability : or “ Permanently Disabled ”: unless otherwise agreed by the Company (or any of its Subsidiaries) in a written employment agreement or employment letter with such Participant, or as specified in an Award agreement, as defined within the meaning of the term “Disability” as set forth in Section 409A of the Code. The Permanent Disability determination shall be in the sole discretion of the Committee.

(u) Permitted Holder : Any and all of an employee benefit plan (or trust forming a part thereof) maintained by (A) the Company or (B) any corporation or other Person of which a majority of its voting power of its voting equity securities or equity interest is owned, directly or indirectly, by the Company.

(v) Person : “Person” as defined in Section 3(a)(9) of the Exchange Act; provided that references to “Person” within the defined term “Change in Control” shall mean a “person” as defined in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) of the Exchange Act.

(w) Plan : The Amended and Restated Nielsen 2010 Stock Incentive Plan, as it may be amended from time to time.

(x) Public Trading Date : the first date upon which Shares are listed (or approved for listing) upon notice of issuance on any national securities exchange.

(y) Shares : Shares of common stock of the Company.

(z) Stock Appreciation Right : A stock appreciation right granted pursuant to Section 7 of the Plan.

(aa) Subsidiary : A subsidiary corporation, as defined in Section 424(f) of the Code (or any successor section thereto), or any Subsidiary of the Company, or any Affiliate of the Company that satisfies the definition of “service recipient” within the meaning of Treasury Regulation Section 1.409A-1 (or any successor regulation), with respect to which the Person is a “service provider” (within the meaning of Treasury Regulation Section 1.409A-1(or any successor regulation).

(bb) Third Party : A Person or Group that is not an Affiliate of the Company or any of the Investors as of the Public Trading Date.

3. Shares Subject to the Plan

(a) Subject to Section 10, the total number of Shares which may be available for Awards under the Plan (including Awards made under the Plan as maintained by Nielsen N.V.) is 24,531,295 Shares (which number includes the 15,231,295 Shares that were originally available for Awards under the Plan), and the maximum number of Shares for which incentive stock options may be granted is 6,060,000. The Shares may consist, in whole or in part, of unissued Shares or treasury Shares. The issuance of Shares shall reduce the total number of Shares available under the Plan. Shares related to Awards or portions of Awards outstanding under the Plan that are (i) forfeited, terminated, canceled, expire unexercised, (ii) withheld or tendered to satisfy tax withholding obligations, the aggregate Option Price on the exercise of Options or the purchase price for any other Award, or (iii) repurchased by the Company, in each case, shall immediately become available for new Awards. If an Award is settled for cash (in whole or in part) or otherwise does not result in the issuance of all or a portion of the Shares subject to such Award (including in connection with payment in Shares on exercise of a Stock Appreciation Right) such Shares shall, to the extent of such cash settlement or non-issuance, immediately become available for new Awards.

(b) Awards may, in the discretion of the Committee, be made under the Plan in assumption of, or in substitution for, outstanding awards previously granted by the Company or any of its Subsidiaries or a company acquired by the Company or with which the Company combines, subject to the limitations of Sections 6(f) and 7(d) below. The number of Shares underlying awards made in assumption of, or in substitution for, outstanding awards previously granted by a company acquired by the Company or any of its Subsidiaries or with which the Company or any of its Subsidiaries combines shall not be counted against the aggregate number of Shares available for Awards under the Plan, nor shall the Shares subject to such substitute awards become available for new Awards under the circumstances described in the prior paragraph of this Section 3. In addition, in the event that a company acquired by the Company or any of its Subsidiaries or with which the Company or any of its Subsidiaries combines has shares available under a pre-existing plan approved by shareholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for issuance; provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not employees or directors of the Company or any of its Subsidiaries prior to such acquisition or combination.

4. Administration

(a) The Plan shall be administered by the Committee; provided , however , that the Board may, in its sole discretion, take any action delegated to the Committee under this Plan as it may deem necessary. The Committee (or the Board, as applicable) may delegate its duties and powers in whole or in part to any subcommittee thereof consisting solely of at least two individuals who are intended to qualify as “Non-Employee Directors” within the meaning of Rule 16b-3 under the Exchange Act (or any successor rule thereto), “independent directors” within the meaning of the NYSE listed company rules and “outside directors” within the meaning of Section 162(m) of the Code (or any successor section thereto), to the extent Rule 16b-3 under the Exchange Act and Section 162(m) of the Code, respectively, are applicable to the Company and the Plan, to which the Compensation Committee of the Board has delegated any of its duties, and such other committee of the Board (including, without limitation, the full Board), in any such case to which the Compensation Committee of the Board has delegated power to act under or pursuant to the provisions of the Plan, as applicable.

(b) In each case subject to Section 16 of the Plan, the Committee is authorized to (i) interpret the Plan, (ii) establish, amend and rescind any rules and regulations relating to the Plan, and (iii) make any other determinations that it deems necessary or desirable for the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems necessary or desirable. Any decision of the Committee in the interpretation and administration of the Plan, as described herein, shall lie within its sole and absolute discretion and shall be final,

conclusive and binding on all parties concerned (including, but not limited to, Participants and their beneficiaries or successors). The Committee shall have the full power and authority to establish the terms and conditions of any Award consistent with the provisions of the Plan and to waive any such terms and conditions at any time (including, without limitation, accelerating or waiving any vesting conditions). The Committee may make Awards to Employees who are subject to the laws of nations other than the United States, which Awards may have terms and conditions that differ from the terms of Awards granted to Employees in the United States as provided elsewhere in the Plan for the purpose of complying with foreign laws.

(c) The Committee shall require payment of any amount it may determine to be necessary to withhold for federal, state, local or other taxes as a result of the exercise, grant or vesting of an Award and the Company or any of its Subsidiaries shall have the right and is authorized to withhold any applicable withholding taxes in respect to the Award, its exercise or any payment or transfer under or with respect to the Award and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes. To the extent permitted by the Committee, the Participant may elect to pay a portion or all of such withholding taxes by (i) delivery of Shares, provided that such Shares have been held by the Participant for such period of time as the Company’s accountants may require or (ii) with respect to minimum statutory withholding requirements only, having Shares with a Fair Market Value equal to the amount withheld by the Company from any Shares that would have otherwise been received by the Participant (i.e., through a “net settlement” of such minimum tax withholding due).

5. Limitations

No Award may be granted under the Plan after the tenth anniversary of the original Effective Date, but Awards theretofore granted may extend beyond that date.

6. Terms and Conditions of Options

Options granted under the Plan shall be non-qualified stock options unless specifically identified as incentive stock options for federal income tax purposes, as determined by the Committee and evidenced by the related Award agreements, and shall be subject to such other terms and conditions not inconsistent therewith. The maximum number of Shares in respect of which such Options may be granted during a fiscal year of the Company to any Participant shall be 2,000,000. In addition to the foregoing, except as otherwise determined by the Committee and evidenced by the related Award agreements, the Options shall also be subject to the following terms and conditions:

(a) Option Price . The Option Price per Share shall be determined by the Committee, but shall not be less than 100% of the Fair Market Value of a Share on the date an Option is granted (other than in the case of Options granted in substitution of previously granted awards, as described in Section 3). For the avoidance of doubt, to the extent required by the laws of England and Wales, the Option Price shall not be less than the nominal value per Share in respect of which the Option is being exercised.

(b) Exercisability . Options granted under the Plan shall be exercisable at such time and upon such terms and conditions as may be determined by the Committee, but in no event

shall an Option be exercisable more than ten years after the date it is granted; provided, however, in the event that any portion of an exercisable Option is scheduled to expire on such tenth anniversary date or otherwise scheduled to expire pursuant to the applicable Award agreement and both (x) the date on which such portion of the Option is scheduled to expire falls during a Company blackout trading period applicable to the Participant (whether such period is imposed at the election of the Company or is required by applicable law to be imposed) and (y) the exercise price per Share of such portion of the Option is less than the Fair Market Value, then on the date that such portion of the Option is scheduled to expire, such portion of the Option (to the extent not previously exercised by the Participant) shall be automatically exercised on behalf of the Participant through a net settlement of both the exercise price and the minimum withholding taxes due (if any) upon such automatic exercise (as described in Section 6(c)(v), below), and the net number of Shares resulting from such automatic exercise shall be delivered to the Participant as soon as practicable thereafter.

(c) Exercise of Options . Except as otherwise provided in the Plan or in an Award agreement, an Option may be exercised for all, or from time to time any part, of the Shares for which it is then exercisable. For purposes of Section 6 of the Plan, the exercise date of an Option shall be the later of the date a notice of exercise is received by the Company and, if applicable, the date payment is received by the Company pursuant to clauses (i), (ii), (iii), (iv) or (v) in the following sentence. The purchase price for the Shares as to which an Option is exercised shall be paid to the Company in full at the time of exercise at the election of the Participant: (i) in cash or its equivalent ( e.g ., by check); (ii) unless otherwise provided for by the Committee, at the election of the Participant, in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Committee, provided , that such Shares have been held by the Participant for such period of time as the Company’s accountants may require to avoid adverse accounting treatment; (iii) unless otherwise provided for by the Committee, partly in cash and partly in such Shares; (iv) if there is a public market for the Shares at such time, unless otherwise provided for and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate Option Price for the Shares being purchased in all events in accordance with applicable law; or (v) allow for payment through a “net settlement” feature (i.e., having Shares with a Fair Market Value equal to the aggregate exercise price in respect of the portion of the Option to be exercised withheld by the Company from any Shares that would have otherwise been received by the Participant). No Participant shall have any rights to dividends or other rights of a shareholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan.

(d) ISOs . The Committee may grant Options under the Plan that are intended to be “incentive stock options” (within the meaning of Section 422 of the Code) (“ ISOs ”). Such ISOs shall comply with the requirements of Section 422 of the Code (or any successor section thereto). No ISO may be granted to any Participant who at the time of such grant, owns more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any of its Subsidiaries, unless (i) the Option Price for such ISO is at least 110% of the Fair Market Value of a Share on the date the ISO is granted and (ii) the date on which such ISO

terminates is a date not later than the day preceding the fifth anniversary of the date on which the ISO is granted. Any Participant who disposes of Shares acquired upon the exercise of an ISO either (x) within two years after the date of grant of such ISO or (y) within one year after the transfer of such Shares to the Participant, shall notify the Company of such disposition and of the amount realized upon such disposition. All Options granted under the Plan are intended to be nonqualified stock options, unless the applicable Award agreement expressly states that the Option is intended to be an ISO. If an Option is intended to be an ISO, and, if for any reason such Option (or portion thereof) shall not qualify as an ISO, then, to the extent of such nonqualification, such Option (or portion thereof) shall be regarded as a nonqualified stock option granted under the Plan; provided that such Option (or portion thereof) otherwise complies with the Plan’s requirements relating to nonqualified stock options. In no event shall any member of the Committee, the Company or any of its Subsidiaries (or their respective employees, officers or directors) have any liability to any Participant (or any other Person) due to the failure of an Option to qualify for any reason as an ISO.

(e) Attestation . Wherever in this Plan or any agreement evidencing an Award a Participant is permitted to pay the Option Price of an Option or taxes relating to the exercise of an Option by delivering Shares, the Participant may, subject to procedures satisfactory to the Committee, satisfy such delivery requirement by presenting proof of beneficial ownership of such Shares, in which case the Company shall treat the Option as exercised without further payment and shall withhold such number of Shares from the Shares acquired by the exercise of the Option.

(f) Repricing of Options; No Dividend Equivalent Rights .

(i) Notwithstanding any provision herein to the contrary, the repricing of an Option, once granted hereunder, is prohibited without prior approval of the Company’s shareholders. For this purpose, a “repricing” means any of the following (or any other action that has the same effect as any of the following): (i) changing the terms of an Option to lower the Option Price; (ii) any other action that is treated as a “repricing” under generally accepted accounting principles; and (iii) repurchasing for cash or canceling an Option in exchange for another Award at a time when the Option Price is greater than the Fair Market Value of the underlying Shares, unless the cancellation and exchange occurs in connection with a change in capitalization or similar change permitted under Section 10(a) below. Such cancellation and exchange would be considered a “repricing” regardless of whether it is treated as a “repricing” under generally accepted accounting principles and regardless of whether it is voluntary on the part of the Participant.

(ii) Except as may otherwise be permitted under Section 10, there shall be no dividend equivalent rights granted in respect of any Option.

7. Terms and Conditions of Stock Appreciation Rights

(a) Grants . The Committee also may grant (i) a Stock Appreciation Right independent of an Option or (ii) a Stock Appreciation Right in connection with an Option, or a portion thereof. The maximum number of Shares in respect of which such Stock Appreciation Rights may be granted during a fiscal year of the Company to any Participant shall be 2,000,000. A Stock Appreciation Right granted pursuant to clause (ii) of the preceding sentence (A) may be

granted at the time the related Option is granted or at any time prior to the exercise or cancellation of the related Option, (B) shall cover the same number of Shares covered by an Option (or such lesser number of Shares as the Committee may determine) and (C) shall be subject to the same terms and conditions as such Option except for such additional limitations as are contemplated by this Section 7 (or such additional limitations as may be included in an Award agreement).

(b) Terms . The exercise price per Share of a Stock Appreciation Right shall be an amount determined by the Committee but in no event shall such amount be less than 100% of the Fair Market Value of a Share on the date the Stock Appreciation Right is granted (other than in the case of Stock Appreciation Rights granted in substitution of previously granted awards, as described in Section 3); provided , however , that in the case of a Stock Appreciation Right granted in conjunction with an Option, or a portion thereof, the exercise price may not be less than the Option Price of the related Option; and provided , further, that the exercise price of a Stock Appreciation Right that is granted in exchange for an Option may be less than the Fair Market Value on the grant date if such exercise price is equal to the Option Price of the exchanged Option. For the avoidance of doubt, to the extent required by the laws of England and Wales, the exercise price per Share of a Stock Appreciation Right shall not be less than the nominal value per Share in respect of which the Stock Appreciation Right is being exercised. Each Stock Appreciation Right granted independent of an Option shall entitle a Participant upon exercise to an amount equal to (i) the excess of (A) the Fair Market Value on the exercise date of one Share over (B) the exercise price per Share, times (ii) the number of Shares covered by the Stock Appreciation Right. Each Stock Appreciation Right granted in conjunction with an Option, or a portion thereof, shall entitle a Participant to surrender to the Company the unexercised Option, or any portion thereof, and to receive from the Company in exchange therefor an amount equal to (i) the excess of (A) the Fair Market Value on the exercise date of one Share over (B) the Option Price per Share, times (ii) the number of Shares covered by the Option, or portion thereof, which is surrendered. The date a notice of exercise is received by the Company shall be the exercise date. Payment to the Participant shall be made in Shares or in cash, or partly in Shares and partly in cash (any such Shares valued at such Fair Market Value), all as shall be determined by the Committee. Stock Appreciation Rights may be exercised from time to time upon actual receipt by the Company of written notice of exercise stating the number of Shares with respect to which the Stock Appreciation Right is being exercised. No fractional Shares will be issued in payment for Stock Appreciation Rights, but instead cash will be paid for a fraction or, if the Committee should so determine, the number of Shares will be rounded downward to the next whole Share.

(c) Limitations . The Committee may impose, in its discretion, such conditions upon the exercisability or transferability of Stock Appreciation Rights as it may deem fit, but in no event shall a Stock Appreciation Right be exercisable more than ten years after the date it is granted.

(d) Repricing of Stock Appreciation Rights; No Dividend Equivalent Rights .

(i) Notwithstanding any provision herein to the contrary, the repricing of a Stock Appreciation Right, once granted hereunder, is prohibited without prior approval of the Company’s shareholders. For this purpose, a “repricing” means any of the following (or any other action that has the same effect as any of the following): (i) changing the terms of a Stock

Appreciation Right to lower its exercise price; (ii) any other action that is treated as a “repricing” under generally accepted accounting principles; and (iii) repurchasing for cash or canceling a Stock Appreciation Right in exchange for another Award at a time when its exercise price is greater than the Fair Market Value of the underlying Shares, unless the cancellation and exchange occurs in connection with a change in capitalization or similar change permitted under Section 10(a) of the Plan. Such cancellation and exchange would be considered a “repricing” regardless of whether it is treated as a “repricing” under generally accepted accounting principles and regardless of whether it is voluntary on the part of the Participant.

(ii) Except as may otherwise be permitted under Section 10, there shall be no dividend equivalent rights granted in respect of any Stock Appreciation Right.

8. Other Stock-Based Awards

The Committee, in its sole discretion, may grant or sell Awards of Shares, Awards of restricted Shares, Awards of restricted stock units, and Awards that are valued in whole or in part by reference to, or are otherwise based on the Fair Market Value of Shares (including dividend equivalent rights) (such Awards, “ Other Stock-Based Awards ”). Such Other Stock-Based Awards shall be in such form, and dependent on such conditions, as the Committee shall determine, including, without limitation, the right to receive, or vest with respect to, one or more Shares (or the equivalent cash value of such Shares) upon the completion of a specified period of service, the occurrence of an event and/or the attainment of performance objectives. Other Stock-Based Awards may be granted alone or in addition to any other Awards granted under the Plan. Subject to the provisions of the Plan, the Committee shall determine to whom and when Other Stock-Based Awards will be made, the number of Shares to be awarded under (or otherwise related to) such Other Stock-Based Awards, whether such Other Stock-Based Awards shall be settled in cash, Shares or a combination of cash and Shares, and all other terms and conditions of such Awards (including, without limitation, the vesting provisions thereof and provisions ensuring that all Shares so awarded and issued shall be fully paid and non-assessable). For the avoidance of doubt, to the extent required by the laws of England and Wales, the price paid per Share for Shares awarded in respect of Other Stock-Based Awards shall not be less than the nominal value of the underlying Share.

9. Performance-Based Awards

(a) The Committee, in its sole discretion, may grant Awards which are denominated in Shares or cash (which, for the avoidance of doubt, may include an Award of Options, Stock Appreciation Rights, and Other Stock-Based Awards) (such Awards, “ Performance-Based Awards ”), which Awards may, but for the avoidance of doubt are not required to, be granted in a manner which is intended to be deductible by the Company under Section 162(m) of the Code (or any successor section thereto). Such Performance-Based Awards shall be in such form, and dependent on such conditions, as the Committee shall determine, including, without limitation, the right to receive, or vest with respect to, one or more Shares or the cash value of the Award upon the completion of a specified period of service, the occurrence of an event and/or the attainment of performance objectives. Performance-Based Awards may be granted alone or in addition to any other Awards granted under the Plan. For the avoidance of doubt, to the extent required by the laws of England and Wales, the price paid per Share for Shares awarded in respect of Performance-Based Awards shall not be less than the nominal value of the underlying

Share. Subject to the provisions of the Plan, the Committee shall determine to whom and when Performance-Based Awards will be made, the number of Shares or aggregate amount of cash to be awarded under (or otherwise related to) such Performance-Based Awards, whether such Performance-Based Awards shall be settled in cash, Shares or a combination of cash and Shares, and all other terms and conditions of such Awards (including, without limitation, the vesting provisions thereof and provisions ensuring that all Shares so awarded and issued, to the extent applicable, shall be fully paid and non-assessable).

(b) A Participant’s Performance-Based Award shall be determined based on the attainment of written performance goals approved by the Committee for a performance period established by the Committee (i) while the outcome for that performance period is substantially uncertain and (ii) no more than 90 days after the commencement of the performance period to which the performance goal relates or, if less, the number of days which is equal to 25 percent of the relevant performance period. The performance goals, which must be objective, shall be based upon one or more of the following criteria: (i) consolidated income before or after taxes (including income before interest, taxes, depreciation and amortization); (ii) EBITDA; (iii) adjusted EBITDA; (iv) operating income; (v) net income; (vi) adjusted cash net income; (vii) adjusted cash net income per Share; (viii) net income per Share; (ix) book value per Share; (x) return on members’ or shareholders’ equity; (xi) expense management; (xii) return on investment; (xiii) improvements in capital structure; (xiv) profitability of an identifiable business unit or product; (xv) maintenance or improvement of profit margins; (xvi) stock price; (xvii) market share; (xviii) revenue or sales; (xiv) costs; (xx) cash flow; (xxi) working capital; (xxii) multiple of invested capital; (xxiii) total return; and (xxiv) such other objective performance criteria as determined by the Committee in its sole discretion, to the extent such criteria would be a permissible performance criteria under Section 162(m) of the Code. The foregoing criteria may relate to the Company, one or more of its Subsidiaries or one or more of its or their divisions or units, or any combination of the foregoing, and may be applied on an absolute basis and/or be relative to one or more peer group companies or indices, or any combination thereof, all as the Committee shall determine. In addition, to the degree consistent with Section 162(m) of the Code (or any successor section thereto), the performance goals may be calculated without regard to extraordinary items. The maximum amount of a Performance-Based Award granted in respect of any given performance period that may be earned during each such fiscal year of the Company covered by the performance period by any Participant shall be: (x) with respect to Performance-Based Awards that are denominated in Shares, 1,000,000 Shares for each fiscal year and (y) with respect to Performance-Based Awards that are denominated in cash, $10,000,000 for each such fiscal year. For the avoidance of doubt, to the extent that a Performance-Based Award may be earned over a period that is longer than one fiscal year of the Company, the foregoing limitations shall apply to each full or partial fiscal year during or in which such Award may be earned, and such limitations shall apply individually to each Performance-Based Award and not in the aggregate, to the extent multiple Performance-Based Awards are granted in respect of performance periods that contain overlapping fiscal years of the Company.

(c) The Committee shall determine whether, with respect to a performance period, the applicable performance goals have been met with respect to a given Participant and, if they have, during any period when Section 162(m) of the Code is applicable to the Company and the Plan and such Performance-Based Award is intended to be deductible by the Company under

Section 162(m) of the Code, shall so certify and ascertain the amount of the applicable Performance-Based Award. No Performance-Based Awards will be paid for such performance period until such certification, to the extent applicable, is made by the Committee. The amount of the Performance-Based Award actually paid to a given Participant may be less than the amount determined by the applicable performance goal formula, at the discretion of the Committee. The amount of the Performance-Based Award determined by the Committee for a performance period shall be paid to the Participant at such time as determined by the Committee in its sole discretion after the end of such performance period; provided, however, that a Participant may, if and to the extent permitted by the Committee and consistent with the provisions of Sections 162(m) and 409A of the Code, to the extent applicable, elect to defer payment of a Performance-Based Award.

10. Adjustments Upon Certain Events

Notwithstanding any other provisions in the Plan to the contrary, the following provisions shall apply to all Awards granted under the Plan:

(a) Generally . In the event of any Share dividend or split, reorganization, recapitalization, merger, consolidation, spin-off, combination, or transaction or exchange of Shares or other corporate exchange, any equity restructuring (as defined under Financial Accounting Standards Board (FASB) Accounting Standards Codification 718), or any distribution to shareholders other than regular cash dividends or any transaction similar to the foregoing, the Committee in its sole discretion and without liability to any Person shall make such substitution or adjustment as it deems reasonably necessary to address, on an equitable basis, the effect of such event (subject to Section 20), as to (i) the number or kind of Shares or other securities issued or reserved for issuance pursuant to the Plan or pursuant to outstanding Awards, (ii) the maximum number of Shares for which Options or Stock Appreciation Rights may be granted during a fiscal year to any Participant, (iii) the maximum amount of a Performance Based Award that may be granted during a fiscal year to any Participant, (iv) the Option Price or exercise price of any Award and/or (v) any other affected terms of such Awards.

(b) Change in Control . In the event of a Change in Control that occurs after the Effective Date, unless the Committee otherwise provides in any applicable Award agreement at the time of the initial grant or in connection with the Change in Control:

(i) If the successor or acquiring entity in the Change in Control does not agree to provide for the issuance of substitute Awards on an equitable basis in a manner consistent with Section 10(a) of the Plan (such Awards, “ Substitute Awards ”), as determined by the Committee in its sole discretion, then (x) any outstanding Awards held by a Participant at the effective time of such Change of Control that are unexercisable or otherwise unvested or subject to lapse restrictions and are not assumed by a successor corporation in connection with such Change in Control shall automatically be deemed exercisable or otherwise vested or no longer subject to lapse restrictions and (y) the Committee shall (subject to Section 20 of the Plan), (A) cancel Awards for fair value (as determined in the sole discretion of the Committee), to the extent permitted under Section 409A of the Code, which, in the case of Options and Stock Appreciation Rights, may equal the excess, if any, of value of the consideration to be paid in the Change in Control transaction to holders of the same number of Shares subject to such Options or Stock Appreciation Rights (or, if no consideration is paid in any such transaction, the Fair

Market Value of the Shares subject to such Options or Stock Appreciation Rights) over the aggregate Option Price or exercise price of such Options or Stock Appreciation Rights, or (B) provide that for a period of at least ten (10) days prior to the Change in Control, such Awards shall be exercisable, to the extent applicable, as to all Shares subject thereto and the Committee may further provide that upon the occurrence of the Change in Control, such Awards shall terminate and be of no further force and effect. For the avoidance of doubt, pursuant to clause (A) above, the Committee may cancel Options and Stock Appreciation Rights for no consideration if the aggregate Fair Market Value of the Shares subject to such Options or Stock Appreciation Rights is less than or equal to the aggregate Option Price of such Options or exercise price of such Stock Appreciation Rights.

(ii) If the successor or acquiring entity in the Change in Control does agree to provide for the issuance of Substitute Awards, then any outstanding Awards held by a Participant at the effective time of such Change of Control that are unexercisable or otherwise unvested or subject to lapse restrictions shall not automatically be deemed exercisable or otherwise vested or no longer subject to lapse restrictions, as the case may be, as of the date of the Change in Control; provided , however , that if, at any time during the two-year period following a Change in Control the Participant’s Employment with the Company and its Subsidiaries is terminated under a circumstance that would give rise to the Participant’s right to the payment of severance compensation pursuant to any Company or Subsidiary severance plan, policy, arrangement or agreement, as of such date of termination, any then-unvested Awards outstanding hereunder shall become automatically be deemed exercisable or otherwise vested or no longer subject to lapse restrictions.

(iii) If the Committee establishes terms for the vesting or exercisability of any Award in connection with a Change in Control that vary from the provisions set forth above in this Section 10(b) (i.e., the Committee provides for the vesting of an unvested Award at the time of a Change in Control where the acquiring or successor entity has agreed to provide for the issuance of Substitute Awards), then the same such terms must apply to all other Awards having substantially similar vesting or exercisability terms that are held by all other Participants as of such time. For the avoidance of doubt, at the time of a Change in Control, the Committee shall not be required to provide for similar treatment of Awards that are subject to vesting and exercisability terms that are dissimilar.

11. Forfeiture/Clawback

The Committee may, in its sole discretion, specify in an Award or a policy that will be incorporated into an Award agreement by reference, that the Participant’s rights, payments, and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but shall not be limited to, termination of Employment for cause, termination of the Participant’s provision of services to the Company or any of its Subsidiaries, breach of noncompetition, confidentiality, or other restrictive covenants that may apply to the Participant, or restatement of the Company’s financial statements to reflect adverse results from those previously released financial statements, as a consequence of errors, omissions, fraud, or misconduct.

12. No Right to Employment or Awards

The granting of an Award under the Plan shall impose no obligation on the Company or any of its Subsidiaries to continue the Employment of a Participant and shall not lessen or affect the Company’s or any Subsidiary’s right to terminate the Employment of such Participant. No Participant or other Person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Participants, or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to each Participant (whether or not such Participants are similarly situated).

13. Securities Laws

The Board may refuse to instruct the Company to issue or transfer any Shares or other consideration under an Award if, acting in its sole discretion, it determines that the issuance or transfer of such Shares or such other consideration might violate any applicable law or regulation and any payment tendered to the Company by a Participant, other holder or beneficiary in connection with the exercise of such Award shall be promptly refunded to the relevant Participant, holder or beneficiary. Without limiting the generality of the foregoing, no Award granted hereunder shall be construed as an offer to sell securities of the Company, and no such offer shall be outstanding, unless and until the Committee in its sole discretion has determined that any such offer, if made, would be in compliance with all applicable requirements of applicable securities laws, including, without limitation, laws of the United States (and any state thereof), and England and Wales.

14. Successors and Assigns

The Plan shall be binding on all successors and assigns of the Company and a Participant, including without limitation, the estate of such Participant and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.

15. Nontransferability of Awards

Unless otherwise determined by the Committee, an Award shall not be transferable or assignable by the Participant otherwise than by will or by the laws of descent and distribution. An Award exercisable after the death of a Participant may be exercised by the legatees, personal representatives or distributees of the Participant.

16. Amendments or Termination

Subject to the limitations imposed under Sections 6(f) and 7(d) of this Plan, the Board may amend, alter or discontinue the Plan, and the Board or the Committee may amend, alter or discontinue any outstanding Award, but no amendment, alteration or discontinuation shall be made, (a) without the approval of the shareholders of the Company to the extent such approval is (i) required by, or (ii) desirable to satisfy the requirements of, in each case, any applicable law, regulation or other rule, including, the listing standards of the securities exchange, which is, at the applicable time, the principal market for the Shares, (b) without the consent of a Participant, if such action would materially and adversely affect any of the rights of the Participant under any Award theretofore granted to such Participant under the Plan; provided , however , that (to the extent not prohibited under clause (a)(i) above) the Committee may amend the Plan in such manner as it deems necessary to permit the granting of Awards meeting the requirements of the Code or other applicable laws (including, without limitation, to avoid adverse tax or accounting consequences to the Company or to Participants).

17. International Participants

With respect to Participants who reside or work outside the United States of America and who are not (and who are not expected to be) “covered employees” within the meaning of Section 162(m) of the Code, the Committee may, in its sole discretion, amend the terms of the Plan or Awards with respect to such Participants in order to conform such terms with the requirements of local law or to obtain more favorable tax or other treatment for a Participant, the Company or a Subsidiary.

18. Choice of Law

The Plan shall be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of laws, except to the extent that the matter in question is mandatorily required to be governed by the laws of England and Wales, in which case it will be governed by the applicable provision of the laws of England and Wales.

19. Effectiveness of the Plan

The Plan is effective as set forth in the definition of Effective Date contained in Section 2(h) hereof.

20. Section 409A of the Code

To the extent applicable, this Plan and all Awards granted hereunder are intended to comply with or be exempt from Section 409A of the Code and will be interpreted in a manner intended to comply with Section 409A of the Code. References under the Plan or an Award to the Participant’s termination of Employment shall be deemed to refer to the date upon which the Participant has experienced a “separation from service” within the meaning of Section 409A of the Code. Notwithstanding anything herein to the contrary, (a) if at the time of the Participant’s separation from service with any Service Recipient the Participant is a “specified employee” as defined in Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such separation from service is necessary in

order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s separation from service with all Service Recipients (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of Employment and (b) if any other payments of money or other benefits due to the Participant hereunder would cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred, if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the minimum extent necessary, in a manner, reasonably determined by the Committee, that does not cause such an accelerated or additional tax or result in an additional cost to the Company (without any reduction in such payments or benefits ultimately paid or provided to the Participant).

The Company shall use commercially reasonable efforts to implement the provisions of this Section 20 in good faith; provided that neither the Company, the Board, the Committee nor any of the Company’s employees, directors or representatives shall have any liability to Participants with respect to this Section 20.

21. Awards Subject to the Plan

In the event of a conflict between any term or provision contained in the Plan and a term contained in any Award agreement, the applicable terms and provisions of the Plan will govern and prevail.

22. Fractional Shares

Notwithstanding other provisions of the Plan or any Award agreements thereunder, the Company shall not be obligated to issue or deliver fractional Shares pursuant to the Plan or any Award and the Committee shall determine whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional Shares or whether such fractional Shares or any rights thereto shall be cancelled, terminated or otherwise eliminated with, or without, consideration.

23. Severability

If any provision of the Plan or any Award is, or becomes or is deemed to be invalid, illegal, unenforceable in any jurisdiction or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award and the remainder of the Plan and any such Award shall remain in full force and effect.

Exhibit 10.5

ARBITRON INC.

2008 EQUITY COMPENSATION PLAN

(Amended and Restated Effective as of the merger of Nielsen N.V. into Nielsen Holdings plc )

1. Purpose .

The purpose of this Amended and Restated Arbitron Inc. 2008 Equity Compensation Plan (the “Plan”) of Nielsen Holdings plc (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contributions to the Company and by providing such persons with equity ownership opportunities and performance-based incentives that are intended to better align the interests of such persons with those of the Company’s stockholders. Except where the context otherwise requires, the term “Company” includes any of the Company’s present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended, and any regulations issued thereunder (the “Code”) and any other business venture (including, without limitation, joint venture or limited liability company) in which the Company has a controlling interest, as determined by the Board of Directors of the Company (the “Board”) (or such subcommittee thereof as the Board may delegate).

2. Eligibility .

All of the Company’s employees, officers, and directors are eligible to be granted options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), deferred stock units (“DSUs”), other stock-based awards and cash awards as described in the Section 10(i) (each, an “Award”) under the Plan. Each person who receives an Award under the Plan is deemed a “Participant.”

3. Administration and Delegation .

(a) Administration by Board of Directors . The Plan will be administered by the Board. The Board has the authority to grant Awards and to adopt, amend and repeal such administrative rules, guidelines and practices relating to the Plan as it considers advisable. The Board may construe and interpret the terms of the Plan and any Award agreements entered into under the Plan. The Board may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it considers expedient to carry the Plan into effect and will be the sole and final judge of such expediency. All decisions by the Board may be made in the Board’s sole discretion and will be final and binding on all persons having or claiming any interest in the Plan or in any Award. No director or person acting pursuant to the authority delegated by the Board shall be liable for any action or determination relating to or under the Plan made in good faith.

(b) Appointment of Committees . To the extent permitted by applicable law, the Board may delegate any or all of its powers under the Plan to one or more committees or subcommittees of the Board (a “Committee”). All references in the Plan to the “Board” mean the Board or a Committee of the Board or the officers referred to in Section 3(c) to the extent that the Board’s powers or authority under the Plan have been delegated to such Committee or officers. Until and to the extent the Board determines otherwise, the Compensation Committee of the Board (or if no such committee exists, the Board or its Executive Committee) or successor thereto, shall constitute the Committee.

(c) Delegation to Officers . To the extent permitted by applicable law, the Board may delegate to one or more officers of the Company the power to grant Awards (subject to any limitations under the Plan) to employees or officers of the Company or any of its present or future subsidiary corporations and to exercise such other powers under the Plan as the Board may determine, provided that the Board must fix the terms of the Awards to be granted by such officers (including the exercise price of such Awards, which may include a formula by which the exercise price will be determined) and the maximum number of shares subject to Awards that the officers may grant; provided further, however, that no officer will be authorized to grant Awards to any “executive officer” of the Company (as defined by Rule 3b-7 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or to any “officer” of the Company (as defined by Rule 16a-1 under the Exchange Act).

(d) Awards to Non-Employee Directors . Discretionary Awards to non-employee directors will only be granted and administered by a Committee, all of the members of which are independent as defined by Section 303A.02 of the New York Stock Exchange Listed Company Manual.

4. Stock Available for Awards .

(a) Number of Shares; Share Counting .

(1) Authorized Number of Shares . Subject to adjustment under Section 9, Awards may be made under the Plan (including Awards made under the Plan as maintained by Nielsen N.V.) for up to 95,599 shares of common stock, par value € 0.07 per share, of the Company (the “Common Stock”). Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares.

(2) Share Counting . For purposes of counting the number of shares available for the grant of Awards under the Plan and under the sublimits contained in Sections 4(b)(2), 4(b)(3), 4(b)(4), and 7(b)(1) with respect to vesting of Restricted Stock Awards, (i) all shares of Common Stock covered by independent SARs must be counted against the number of shares available for the grant of Awards; (ii) if any Award (A) expires or is terminated, surrendered or canceled without having been fully exercised or is forfeited in whole or in part or (B) results in any Common Stock not being issued, the unused Common Stock covered by such Award will again be available for the grant of Awards; provided, however, in the case of Incentive Stock Options, the foregoing will be subject to any limitations under the Code; and provided further, in the case of independent SARs, that only the number of shares issued in settlement of a stock-settled SAR will be counted against the shares available under the Plan and against the sublimits listed in the first clause of this Section and (iii) shares of Common Stock delivered (either by actual delivery or attestation) to the Company by a Participant to (A) purchase shares of Common Stock upon the exercise of an Award or (B) satisfy tax withholding obligations (including shares retained from the Award creating the tax obligation) shall be added back to the number of shares available for the future grant of Awards.

(b) Sub-limits . Subject to adjustment under Section 9, the following sub-limits on the number of shares subject to Awards will apply:

(1) Section 162(m) Per-Participant Limits . The maximum number of shares of Common Stock with respect to which Options and SARs may be granted to any Participant under the Plan will be 700,000 in the aggregate during any period of three consecutive fiscal years of the Company. For purposes of the foregoing limit, the combination of an Option in tandem with a SAR (as each is hereafter defined) will be treated as a single Award. The maximum number of shares of Common Stock with regard to which Awards other than Options and SARs that are intended to qualify as “performance-based compensation” under Code Section 162(m) may be granted to any Participant under the Plan will be 500,000 during any period of three consecutive fiscal years of the Company. The per Participant limits described in this Section 4(b)(1) will be construed and applied consistently with Section 162(m) of the Code or any successor provision thereto, and the regulations thereunder (“Section 162(m)”).

(2) Limit on Incentive Stock Options . The maximum number of shares with respect to which Incentive Stock Options may be granted is 4,700,000.

(c) Substitute Awards . In connection with a merger or consolidation of an entity with the Company or the acquisition by the Company of property or stock of an entity, the Board may grant Awards in substitution for any options or other stock or stock-based awards granted by such entity or an affiliate thereof. Substitute Awards may be granted on such terms as the Board deems appropriate in the circumstances, notwithstanding any limitations on Awards contained in the Plan. Substitute Awards whether granted under the Plan or otherwise do not count against the overall share limit set forth in Section 4(a)(1) or any sublimits contained in the Plan, except as may be required by reason of Section 422 and related provisions of the Code or by the applicable listing requirements.

5. Stock Options .

(a) General . The Board may grant options to purchase Common Stock (each, an “Option”) and determine the number of shares of Common Stock to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to the exercise of each Option, including conditions relating to applicable federal or state securities laws, as it considers necessary or advisable. An Option that is not intended to be an Incentive Stock Option (as hereinafter defined) will be designated a “Non-statutory Stock Option.”

(b) Incentive Stock Options . An Option that the Board intends to be an “incentive stock option” as defined in Section 422 of the Code (an “Incentive Stock Option”) will only be granted to employees of Arbitron Inc., any of Arbitron Inc.’s present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Code, and any other entities the employees of which are eligible to receive Incentive Stock Options under the Code, and will be subject to and will be construed consistently with the requirements of Section 422 of the Code. The Company shall have no liability to a Participant, or any other party, if an Option (or any part thereof) that is intended to be an Incentive Stock Option is not an Incentive Stock Option or for any action taken by the Board, including without limitation the conversion of an Incentive Stock Option to a Nonstatutory Stock Option.

(c) Exercise Price . The Board will establish the exercise price of each Option and specify the exercise price in the applicable option agreement. Except for substitute Awards described in Section 4(c), the exercise price will be not less than 100% of the Fair Market Value (as defined below) on the date the Option is granted; provided that if the Board approves the grant of an Option with an exercise price to be determined on a future date, the exercise price will be not less than 100% of the Fair Market Value on such future date.

“Fair Market Value” of a share of Common Stock for purposes of the Plan will be determined as follows:

(1) if the Common Stock trades on a national securities exchange, the closing sale price (for the primary trading session) on the date of grant; or

(2) if the Common Stock does not trade on any such exchange, the average of the closing bid and asked prices as reported by an authorized OTCBB market data vendor as listed on the OTCBB website (otcbb.com) on the date of grant; or

(3) if the Common Stock is not publicly traded, the Board will determine the Fair Market Value for purposes of the Plan using any measure of value it determines to be appropriate (including, as it considers appropriate, relying on appraisals) in a manner consistent with the valuation principles under Code Section 409A, except as the Board or Committee may expressly determine otherwise.

For any date that is not a trading day, the Fair Market Value of a share of Common Stock for such date will be determined by using the closing sale price or average of the bid and asked prices, as appropriate, for the immediately preceding trading day and with the timing in the clauses above adjusted accordingly. The Board can substitute a particular time of day or other measure of “closing sale price” or “bid and asked prices” if appropriate because of exchange or market procedures or can, in its sole discretion, use weighted averages either on a daily basis or such longer period as complies with Code Section 409A.

The Board has sole discretion to determine the Fair Market Value for purposes of this Plan, and all Awards are conditioned on the participants’ agreement that the Administrator’s determination is conclusive and binding even though others might make a different determination.

(d) Duration of Options . Each Option will be exercisable at such times and subject to such terms and conditions as the Board may specify in the applicable option agreement; provided, however, that no Option will be granted with a term in excess of 10 years.

(e) Exercise of Option . Options may be exercised by delivery to the Company of a written notice of exercise signed by the proper person or by any other form of notice (including electronic notice) approved by the Board, together with payment in full as specified in Section 5(f) for the number of shares for which the Option is exercised. Shares of Common Stock subject to the Option will be delivered by the Company as soon as practicable following exercise.

(f) Payment Upon Exercise . Common Stock purchased upon the exercise of an Option granted under the Plan will be paid for as follows:

(1) in cash or by check, payable to the order of the Company;

(2) except as may otherwise be provided in the applicable option agreement, by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding;

(3) to the extent provided for in the applicable option agreement or approved by the Board, in its sole discretion, by delivery (either by actual delivery or attestation) of shares of Common Stock owned by the Participant valued at their Fair Market Value, provided (i) such method of payment is then permitted under applicable law, (ii) such Common Stock, if acquired directly from the Company, was owned by the Participant for such minimum period of time, if any, as may be established by the Board in its discretion and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements;

(4) to the extent permitted by applicable law and provided for in the applicable option agreement or approved by the Board, in its sole discretion, by payment of such other lawful consideration as the Board may determine; or

(5) by any combination of the above permitted forms of payment.

(g) Limitation on Repricing . Unless such action is approved by the Company’s stockholders: (1) no outstanding Option granted under the Plan may be amended to provide an exercise price per share that is lower than the then-current exercise price per share of such outstanding Option (other than adjustments pursuant to Section 9) and (2) the Board may not cancel any outstanding option (whether or not granted under the Plan) and grant in substitution therefor either new Awards under the Plan covering the same or a different number of shares of Common Stock and having an exercise price per share lower than the then-current exercise price per share of the cancelled option or cash.

(h) No Dividend Equivalents . No option will provide for the payment or accrual of the right to receive an amount equal to any dividends or other distributions declared and paid on an equal number of outstanding shares of Common Stock (“Dividend Equivalents”).

6. Stock Appreciation Rights .

(a) General . The Board may grant Awards consisting of SARs entitling the holder, upon exercise, to receive an amount of Common Stock determined in whole or in part by reference to appreciation, from and after the date of grant, in the Fair Market Value of a share of Common Stock over the measurement price established pursuant to Section 6(c). The date as of which such appreciation is determined will be the exercise date.

(b) Grants . SARs may be granted in tandem with, or independently of, Options granted under the Plan.

(c) Measurement Price . The Board will establish the measurement price of each SAR and specify it in the applicable SAR agreement. Except for substitute Awards described in Section 4(c), the measurement price must not be less than 100% of the Fair Market Value on the date the SAR is granted; provided that if the Board approves the grant of a SAR with an exercise price to be determined on a future date, the exercise price must be not less than 100% of the Fair Market Value on such future date.

(d) Duration of SARs . Each SAR will be exercisable at such times and subject to such terms and conditions as the Board may specify in the applicable SAR agreement; provided, however, that no SAR will be granted with a term in excess of 10 years.

(e) Exercise of SARs . SARs may be exercised by delivery to the Company of a written notice of exercise signed by the proper person or by any other form of notice (including electronic notice) approved by the Board, together with any other documents required by the Board.

(f) Limitation on Repricing . Unless such action is approved by the Company’s stockholders: (1) no outstanding SAR granted under the Plan may be amended to provide an exercise price per share that is lower than the then-current exercise price per share of such outstanding SAR (other than adjustments pursuant to Section 9) and (2) the Board may not cancel any outstanding SAR (whether or not granted under the Plan) and grant in substitution therefor either new Awards under the Plan covering the same or a different number of shares of Common Stock and having an exercise price per share lower than the then-current exercise price per share of the cancelled SAR or cash.

(g) Dividend Equivalents . No SAR will provide for the payment or accrual of Dividend Equivalents.

7. Restricted Stock; Restricted Stock Units .

(a) General . The Board may grant Awards entitling recipients to acquire shares of Common Stock (“Restricted Stock”), subject to the right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price (or to require forfeiture of such shares if issued at no cost) from the recipient if conditions specified by the Board in the applicable Award are not satisfied before the end of the applicable restriction period or periods established by the Board for such Award. Instead of granting Awards for Restricted Stock, the Board may grant Awards entitling the recipient to receive shares of Common Stock or cash to be delivered at the time such Award vests (“Restricted Stock Units”) or at a future date (“Deferred Stock Units”), (Restricted Stock, Restricted Stock Units, and Deferred Stock Units are each referred to herein as a “Restricted Stock Award”).

(b) Limitations on Vesting . Restricted Stock Awards that vest solely based on the passage of time will be zero percent vested before the first anniversary of the date of grant, no more than one-third vested before the second anniversary of the date of grant, and no more than two-thirds vested before the third anniversary of the date of grant. Restricted Stock Awards that do not vest solely based on the passage of time will not vest before the first anniversary of the date of grant (or, in the case of Awards to non-employee directors, if earlier, the date of the first annual meeting held after the date of grant). Notwithstanding any other provision of this Plan (other than Section 10(i), if applicable), the Board may, in its discretion, either at the time a Restricted Stock Award is made or at any time thereafter, waive its right to repurchase shares of Common Stock (or waive the forfeiture thereof) or remove or modify any part or all of the restrictions applicable to the Restricted Stock Award, provided that the Board may only exercise such rights in the event of death, disability or retirement of the Participant; or a merger, consolidation, sale, reorganization, recapitalization, or change in control of the Company. The limitations of this Section 7(b) will not apply to (y) Performance Awards granted pursuant to Section 10(i) or (z) Restricted Stock Awards granted, in the aggregate, for up to 10% of the maximum number of authorized shares set forth in Section 4(a)(1).

(c) Terms and Conditions for All Restricted Stock Awards . The Board will determine the terms and conditions of a Restricted Stock Award, including the conditions for vesting and repurchase (or forfeiture) and the issue price, if any.

(d) Additional Provisions Relating to Restricted Stock .

(1) Dividends . Participants holding shares of Restricted Stock will be entitled to all ordinary cash dividends paid with respect to such shares, unless otherwise provided by the Board. Unless otherwise provided by the Board, if any dividends or distributions are paid in shares, or consist of a dividend or distribution to holders of Common Stock other than an ordinary cash dividend, the shares, cash or other property will be subject to the same restrictions on transferability and forfeitability as the shares of Restricted Stock with respect to which they were paid. Each dividend payment will be made no later than the end of the calendar year in which the dividends are paid to shareholders of that class of stock or, if later, the 15th day of the third month following the date the dividends are paid to shareholders of that class of stock. Notwithstanding the foregoing, dividends payable with respect to shares of Restricted Stock constituting Performance Awards shall only be delivered when the restrictions on the shares to which the dividends relate lapse.

(2) Stock Certificates . The Company may require that any stock certificates issued in respect of shares of Restricted Stock must be deposited in escrow by the Participant, together with a stock power endorsed in blank, with the Company (or its designee). At the expiration of the applicable restriction periods, the Company (or such designee) will deliver the certificates no longer subject to such restrictions to the Participant or if the Participant has died, to the beneficiary designated, in a manner determined by the Board, by a Participant to receive amounts due or exercise rights of the Participant in the event of the Participant’s death (the “Designated Beneficiary”). In the absence of an effective designation by a Participant, “Designated Beneficiary” means the Participant’s estate.

(e) Additional Provisions Relating to Restricted Stock Units and Deferred Stock Units .

(1) Settlement . Upon the vesting of and/or lapsing of any other restrictions (i.e., settlement) with respect to each Restricted Stock Unit, the Participant will be entitled to receive from the Company one share of Common Stock or an amount of cash equal to the Fair Market Value of one share of Common Stock, as determined by the Board and provided in the applicable Award agreement. The Board may, in its discretion, provide that settlement of Restricted Stock Units will be deferred, on a mandatory basis or at the election of the Participant and become a Deferred Stock Unit.

(2) Voting Rights . A Participant will have no voting rights with respect to any Restricted Stock Units or Deferred Stock Units.

(3) Dividend Equivalents . To the extent provided by the Board, in its sole discretion, a grant of Restricted Stock Units or Deferred Stock Units may provide Participants with Dividend Equivalents. Dividend Equivalents may be paid currently or credited to an account for the Participants, may be settled in cash and/or shares of Common Stock and may be subject to the same restrictions on transfer and forfeitability as the Restricted Stock Units or Deferred Stock Units with respect to which paid, as determined by the Board in its sole discretion, subject in each case to such terms and conditions as the Board establishes, in each case to be set forth in the applicable Award agreement. Notwithstanding the foregoing, Dividend Equivalents (if any) associated with Performance Awards shall be accumulated and paid only as and to the extent the related shares underlying the Performance Awards are issued.

8. Other Stock-Based Awards .

(a) General . Other Awards of shares of Common Stock, and other Awards that are valued in whole or in part by reference to, or are otherwise based on, shares of Common Stock or other property, may be granted hereunder to Participants (“Other Stock-Based Awards”), including without limitation Awards entitling recipients to receive shares of Common Stock to be delivered in the future. Such Other Stock-Based Awards will also be available as a form of payment in the settlement of other Awards granted under the Plan or as payment in lieu of compensation to which a Participant is otherwise entitled. Other Stock-Based Awards may be paid in shares of Common Stock or cash, as the Board determines.

(b) Terms and Conditions . Subject to the provisions of the Plan, the Board will determine the terms and conditions of each Other Stock-Based Award, including any purchase price applicable thereto; provided however, that Other Stock-Based Awards shall be subject to the limitations of Section 7(b) and the requirement in Section 7(a)(3) regarding accumulation of dividend equivalents with respect to Performance Awards.

9. Adjustments for Changes in Common Stock and Certain Other Events .

(a) Changes in Capitalization . In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any dividend or distribution to holders of Common Stock other than an ordinary cash dividend, (i) the number and class of securities available under this Plan, (ii) the sub-limits and share counting rules set forth in Sections 4(a) and 4(b) and 7(b)(1) with respect to vesting of Restricted Stock Awards, (iii) the number and class of securities and exercise price per share of each outstanding Option, (iv) the share- and per-share provisions and the exercise price of each SAR, (v) the number of shares subject to and the repurchase price per share subject to each outstanding Restricted Stock Award and (vi) the share- and per-share-related provisions and the purchase price, if any, of each outstanding Other Stock-Based Award, must be equitably adjusted by the Company (or substituted Awards may be made, if applicable) in the manner determined by the Board. Without limiting the generality of the foregoing, if the Company effects a split of the Common Stock by means of a stock dividend and the exercise price of and the number of shares subject to an outstanding Option are adjusted as of the date of the distribution of the dividend (rather than as of the record date for such dividend), then an optionee who exercises an Option between the record date and the distribution date for such stock dividend will be entitled to receive, on the distribution date, the stock dividend with respect to the shares of Common Stock acquired upon such Option exercise, notwithstanding the fact that such shares were not outstanding as of the close of business on the record date for such stock dividend.

(b) Reorganization Events .

(1) Definition . A “Reorganization Event” means: (a) any merger or consolidation of the Company with or into another entity as a result of which all of the Common Stock of the Company is converted into or exchanged for the right to receive cash, securities or other property or is cancelled, (b) any exchange of all of the Common Stock of the Company for cash, securities or other property pursuant to a share exchange transaction or (c) any liquidation or dissolution of the Company.

(2) Consequences of a Reorganization Event on Awards Other than Restricted Stock Awards . In connection with a Reorganization Event, the Board may take any one or more of the following actions as to all or any (or any portion of) outstanding Awards other than Restricted Stock Awards on such terms as the Board determines: (i) provide that Awards must be assumed, or substantially equivalent Awards must be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (ii) upon written notice to a Participant, provide that the Participant’s unexercised Awards will terminate immediately before the consummation of such Reorganization Event unless exercised by the Participant within a specified period following the date of such notice, (iii) provide that outstanding Awards will become exercisable, realizable, or deliverable, or restrictions applicable to an Award will lapse, in whole or in part before or upon such Reorganization Event, (iv) in the event of a Reorganization Event under the terms of which holders of Common Stock will receive upon consummation thereof a cash payment for each share surrendered in the Reorganization Event (the “Acquisition Price”), make or provide for a cash payment to a Participant equal to the excess, if any, of (A) the Acquisition Price times the number of shares of Common Stock subject to the Participant’s Awards (to the extent the exercise price does not exceed the Acquisition Price) over (B) the aggregate exercise price of all such outstanding Awards and any applicable tax withholdings, in exchange for the termination of such Awards, (v) provide that, in connection with a liquidation or dissolution of the Company,

Awards will convert into the right to receive liquidation proceeds (if applicable, net of the exercise price thereof and any applicable tax withholdings) and (vi) any combination of the foregoing. In taking any of the actions permitted under this Section 9(b), the Board will not be obligated by the Plan to treat all Awards, all Awards held by a Participant, or all Awards of the same type, identically.

For purposes of clause (i) above, an Option will be considered assumed if, following consummation of the Reorganization Event, the Option confers the right to purchase, for each share of Common Stock subject to the Option immediately before the consummation of the Reorganization Event, the consideration (whether cash, securities or other property) received as a result of the Reorganization Event by holders of Common Stock for each share of Common Stock held immediately before the consummation of the Reorganization Event (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if the consideration received as a result of the Reorganization Event is not solely common stock of the acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to be received upon the exercise of Options to consist solely of common stock of the acquiring or succeeding corporation (or an affiliate thereof) equivalent in value (as determined by the Board) to the per share consideration received by holders of outstanding shares of Common Stock as a result of the Reorganization Event.

(3) Consequences of a Reorganization Event on Restricted Stock Awards . Upon the occurrence of a Reorganization Event other than a liquidation or dissolution of the Company, the repurchase and other rights of the Company under each outstanding Restricted Stock Award will inure to the benefit of the Company’s successor and will, unless the Board determines otherwise, apply to the cash, securities or other property which the Common Stock was converted into or exchanged for pursuant to such Reorganization Event in the same manner and to the same extent as they applied to the Common Stock subject to such Restricted Stock Award. Upon the occurrence of a Reorganization Event involving the liquidation or dissolution of the Company, except to the extent specifically provided to the contrary in the instrument evidencing any Restricted Stock Award or any other agreement between a Participant and the Company, all restrictions and conditions on all Restricted Stock Awards then outstanding will automatically be deemed terminated or satisfied.

(1) Definition . Except to the extent defined differently in an Award, a “Change in Control Event” means:

(i) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”)) (a “Person”) of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d 3 promulgated under the Exchange Act) 25% or more of either (x) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (y) the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions will not constitute a Change in Control Event: (1) any acquisition directly from the Company or (2) any acquisition by any corporation pursuant to a Business Combination (as defined below) which complies with clauses (x) and (y) of subsection (c) of this definition; or

(ii) such time as the Continuing Directors (as defined below) do not constitute at least a majority of the Board (or, if applicable, the Board of Directors of a successor corporation to the Company), where the term “Continuing Director” means at any date a member of the Board (x) who was a member of the Board on the date of the initial adoption of this Plan by the Board or (y) who was nominated or elected subsequent to such date by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election; provided, however, that this clause (y) excludes any individual whose initial assumption of office occurred as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents, by or on behalf of a person other than the Board; or

(iii) the consummation of a merger, consolidation, reorganization, recapitalization or share exchange involving the Company or a sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), unless, immediately following such Business Combination, each of the following two conditions is satisfied: (x) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately before such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors, respectively, of the resulting or acquiring corporation in such Business Combination (which includes, without limitation, a corporation which as a result of such transaction owns the Company or substantially all of the Company’s assets either directly or through one or more subsidiaries) (such resulting or acquiring corporation is referred to herein as the “Acquiring Corporation”) in substantially the same proportions as their ownership of the Outstanding Company Common Stock and Outstanding Company Voting Securities, respectively, immediately before such Business Combination and (y) no Person (excluding any employee benefit plan (or related trust) maintained or sponsored by the Company or by the Acquiring Corporation) beneficially owns, directly or indirectly, 25% or more of the then-outstanding shares of common stock of the Acquiring Corporation, or of the combined voting power of the then-outstanding securities of such corporation entitled to vote generally in the election of directors (except to the extent that such ownership existed before the Business Combination); or

(iv) the liquidation or dissolution of the Company.

(2) Effect on Awards . Notwithstanding the provisions of Section 9(b), except as provided otherwise in an individual agreement governing an Award, in the event of a Change in Control Event:

(i) for the portion of each Award that continues in effect or is assumed or for which substantially equivalent awards are substituted (as provided in Section 9(b)(2)), then Award or the substituted Award shall become fully vested, exercisable and payable and be released from any repurchase or forfeiture rights (other than repurchase rights exercisable at Fair Market Value) for all of the shares (or other consideration) at the time represented by such continuing, assumed or substituted portion of the Award, immediately upon termination of the Participant’s employment or other service relationship if such employment or service relationship is terminated by the successor company or the Company without “cause” or voluntarily by the Participant with “good reason” (in each case as defined in the applicable agreement governing the Award) within twenty-four (24) months after the Change in Control Event; and

(ii) for the portion of each Award that does not continue in effect and is neither assumed nor substituted, such portion of the Award shall automatically become fully vested and exercisable and be released from any repurchase or forfeiture rights (other than repurchase rights exercisable at Fair Market Value) for all of the shares (or other consideration) at the time represented by such portion of the Award, immediately prior to the effective date of the Change in Control Event, provided that the Participant’s employment or service relationship has not terminated prior to such date.

10. General Provisions Applicable to Awards .

(a) Transferability of Awards . Awards cannot be sold, assigned, transferred, pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation of law, except by will or the laws of descent and distribution or, other than in the case of an Incentive Stock Option, pursuant to a qualified domestic relations order, and, during the life of the Participant, will be exercisable only by the Participant; provided, however, that the Board may permit or provide in an Award for the gratuitous transfer of the Award by the Participant to or for the benefit of any immediate family member, family trust or other entity established for the benefit of the Participant and/or an immediate family member thereof if, with respect to such proposed transferee, the Company would be eligible to use a Form S-8 for the registration of the sale of the Common Stock subject to such Award under the Securities Act of 1933, as amended; provided, further, that the Company will not be required to recognize any such transfer until such time as the Participant and such permitted transferee must, as a condition to such transfer, deliver to the Company a written instrument in form and substance satisfactory to the Company confirming that such transferee will be bound by all of the terms and conditions of the Award. References to a Participant, to the extent relevant in the context, include references to authorized transferees.

(b) Documentation . Each Award will be evidenced in such form (written, electronic or otherwise) as the Board determines. Each Award may contain terms and conditions in addition to those set forth in the Plan.

(c) Board Discretion . Except as otherwise provided by the Plan, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award need not be identical, and the Board need not treat Participants uniformly.

(d) Termination of Status . The Board may determine the effect on an Award of the disability, death, termination or other cessation of employment, authorized leave of absence or other change in the employment or other status of a Participant and the extent to which, and the period during which, the Participant, or the Participant’s legal representative, conservator, guardian or Designated Beneficiary, may exercise rights under the Award.

(e) Withholding . The Participant must satisfy all applicable federal, state, and local or other income and employment tax withholding obligations before the Company will deliver stock certificates or otherwise recognize ownership of Common Stock under an Award. The Company may decide to satisfy the withholding obligations through additional withholding on salary or wages. If the Company elects not to or cannot withhold from other compensation, the Participant must pay the Company the full amount, if any, required for withholding or have a broker tender to the Company cash equal to the withholding obligations. Payment of withholding obligations is due before the Company will issue any shares on exercise or release from forfeiture of an Award or, if the Company so requires, at the same time as is payment of the exercise price unless the Company determines otherwise. If provided for in an Award or approved by the Board in its sole discretion, a Participant may satisfy such tax obligations in whole or in part by delivery (either by actual delivery or attestation) of shares of Common Stock, including shares retained from the Award creating the tax obligation, valued at their Fair Market Value; provided, however, except as otherwise provided by the Board, that the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). Shares used to satisfy tax withholding requirements cannot be subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements.

(f) Amendment of Award . Except as otherwise provided in Section 5(g) with respect to repricings, Section 7(b)(1) with respect to vesting of Restricted Stock Awards, Section 10(i) with respect to Performance Awards or Section 11(d) with respect to actions requiring shareholder approval, the Board may amend, modify or terminate any outstanding Award, including but not limited to, substituting therefor another Award of the same or a different type, changing the date of exercise or realization, and converting an Incentive Stock Option to a Nonstatutory Stock Option. The Participant’s consent to such action will be required unless (i) the Board determines that the action, taking into account any related action, would not materially and adversely affect the Participant’s rights under the Plan or (ii) the change is permitted under Section 9 hereof.

(g) Conditions on Delivery of Stock . The Company will not be obligated to deliver any shares of Common Stock pursuant to the Plan or to remove restrictions from shares previously delivered under the Plan until (i) all conditions of the Award have been met or removed to the satisfaction of the Company, (ii) in the opinion of the Company’s counsel, all other legal matters in connection with the issuance and delivery of such shares have been satisfied, including any applicable securities laws and any applicable stock exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered to the Company such representations or agreements as the Company may consider appropriate to satisfy the requirements of any applicable laws, rules or regulations.

(h) Acceleration . Except as otherwise provided in Section 10(i) with respect to Performance Awards or Section 11(d) with respect to actions requiring shareholder approval, and subject to Section 7(b), the Board may at any time provide that any Award will become immediately exercisable in full or in part, free of some or all restrictions or conditions, or otherwise realizable in full or in part, as the case may be.

(i) Performance Awards .

(1) Grants . Restricted Stock Awards, Other Stock-Based Awards and Cash Awards under the Plan may be made subject to the achievement of performance goals pursuant to this Section 10(i) (“Performance Awards”), subject to the limit in Section 4(b)(1) on shares covered by such grants. Subject to Section 10(i)(4), no Performance Awards will vest before the first anniversary of the date of grant. Performance Awards can also provide for cash payments of up to $5,000,000 per fiscal year per individual.

(2) Committee . Grants of Performance Awards to any Covered Employee intended to qualify as “performance-based compensation” under Section 162(m) (“Performance-Based Compensation”) must be made only by a Committee (or subcommittee of a Committee) comprised solely of two or more directors eligible to serve on a committee making Awards qualifying as “performance-based compensation” under Section 162(m). In the case of such Awards granted to Covered Employees, references to the Board or to a Committee will be treated as referring to such Committee or subcommittee. “Covered Employee” means any person who is, or whom the Committee, in its discretion, determines may be, a “covered employee” under Section 162(m)(3) of the Code.

(3) Performance Measures . For any Award that is intended to qualify as Performance-Based Compensation, the Committee must specify that the degree of granting, vesting and/or payout must be subject to the achievement of one or more objective performance measures established by the Committee, which will be based on the relative or absolute attainment of specified levels of one or any combination of the following: (i) change in share price; (ii) operating earnings, operating profit margins, earnings before interest, taxes, depreciation, or amortization, net earnings, earnings per share (basic or diluted) or other measure of earnings; (iii) total stockholder return; (iv) operating margin; (v) gross margin; (vi) balance sheet performance, including debt, long or short term, inventory, accounts payable or receivable, working capital, or shareholders’ equity; (vii) return measures, including return on invested capital, sales, assets, investment or equity; (viii) days’ sales outstanding; (ix) operating income; (x) net operating income; (xi) pre-tax profit; (xii) cash flow, including cash flow from operations, investing, or financing activities, before or after dividends, investments, or capital expenditures; (xiii) revenue; (xiv) expenses, including cost of goods sold, operating expenses, marketing and administrative expense, research and development, restructuring or other special or unusual items, interest, tax expense, or other measures of savings; (xv) earnings before interest, taxes and depreciation; (xvi) economic value created or added; (xvii) market share; (xviii) sales or net sales; (xix) sales or net sales of particular products; (xx) gross profits; (xxi) net income; (xxii) inventory turns; (xxiii) revenue per employee; and (xxiv) implementation or completion of critical projects involving acquisitions, divestitures, process improvements, product or production quality, attainment of other strategic objectives relating to market penetration, geographic expansion, product development, regulatory or quality performance, innovation or research goals. Such goals may reflect absolute entity or business unit performance or a relative comparison to the performance of a peer group of entities or other external measure of the selected performance criteria and may be absolute in their terms or measured against or in relationship to other companies comparably, similarly or otherwise situated. The Committee may specify that such performance measures will be adjusted to exclude any one or more of (i) extraordinary items, (ii) gains or losses on the dispositions of discontinued operations, (iii) the cumulative effects of changes in accounting principles, (iv) the writedown of any asset, and (v) charges for restructuring and rationalization programs. Such performance measures: (i) may vary by Participant and may be different for different Awards; (ii) may be particular to a Participant or the department, branch, line of business, subsidiary or other unit in which the Participant works and may cover such period as may be specified by the Committee; and (iii) will be set by the Committee within the time period prescribed by, and will otherwise comply with the requirements of, Section 162(m). Awards that are not intended to qualify as Performance-Based Compensation may be based on these or such other performance measures as the Board may determine.

(4) Adjustments . Notwithstanding any provision of the Plan, with respect to any Performance Award that is intended to qualify as Performance-Based Compensation, the Committee may adjust downwards, but not upwards, the cash or number of Shares payable pursuant to such Award, and the Committee may not waive the achievement of the applicable performance measures except in the case of the death or disability of the Participant or a change in control of the Company.

(5) Other . The Committee will have the power to impose such other restrictions on Performance Awards as it may deem necessary or appropriate to ensure that such Awards satisfy all requirements for Performance-Based Compensation.

11. Miscellaneous

(a) No Right To Employment or Other Status . No person will have any claim or right to be granted an Award, and the grant of an Award must not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under the Plan, except as expressly provided in the applicable Award.

(b) No Rights As Stockholder . Subject to the provisions of the applicable Award, no Participant or Designated Beneficiary will have any rights as a stockholder with respect to any shares of Common Stock to be distributed with respect to an Award until becoming the record holder of such shares.

(c) Effective Date and Term of Plan . The Plan became originally effective on the date the Plan was approved by the stockholders (the “Effective Date”). No further Awards will be granted under the Plan. This Plan becomes effective upon the merger of Nielsen N.V. into Nielsen Holdings plc.

(d) Amendment of Plan . The Board may amend, suspend or terminate the Plan or any portion thereof at any time provided that (i) to the extent required by Section 162(m), no Award granted to a Participant that is intended to comply with Section 162(m) after the date of such amendment will become exercisable, realizable or vested, as applicable to such Award, unless and until the Company’s stockholders approve such amendment if required by Section 162(m) (including the vote required under Section 162(m)); and (ii) no amendment that would require stockholder approval under the rules of the New York Stock Exchange (“NYSE”) may be made effective unless and until the Company’s stockholders approve such amendment. In addition, if at any time the approval of the Company’s stockholders is required as to any other modification or amendment under Section 422 of the Code or any successor provision with respect to Incentive Stock Options, the Board may not effect such modification or amendment without such approval. Unless otherwise specified in the amendment, any amendment to the Plan adopted in accordance with this Section 11(d) will apply to, and be binding on the holders of, all Awards outstanding under the Plan at the time the amendment is adopted, provided the Board determines that such amendment does not materially and adversely affect the rights of Participants under the Plan.

(e) Provisions for Foreign Participants . The Board may modify Awards granted to Participants who are foreign nationals or employed outside the United States or establish subplans or procedures under the Plan to recognize differences in laws, rules, regulations or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters.

(f) Compliance with Code Section 409A . The Company will have no liability to a Participant, or any other party, if an Award that is intended to be exempt from, or compliant with, Section 409A is not so exempt or compliant or for any action taken by the Board.

(g) Governing Law . Except to the extent that the issue or transfer of shares shall be subject to mandatory provisions of the laws of England and Wales, the provisions of the Plan and all Awards made hereunder will be governed by and interpreted in accordance with the laws of the State of Delaware, excluding choice-of-law principles of the law of such state that would require the application of the laws of a jurisdiction other than such state.