PROPOSAL NO. 1

ELECTION OF DIRECTORS

Acting upon the recommendation of its Nomination and Corporate Governance Committee, our Board has nominated the persons identified herein for re-election as directors. Directors will hold office until the end of the next annual general meeting of shareholders and the election and qualification of their successors or until their earlier resignation, removal, disqualification or death.

It is intended that the proxies delivered pursuant to this solicitation will be voted in favor of the re-election of these nominees, except in cases of proxies bearing contrary instructions. In the event that these nominees should become unavailable for re-election due to any presently unforeseen reason, the persons named in the proxy will have the right to use their discretion to vote for a substitute.

ONGOING BOARD SUCCESSION PLANNING

Our Nomination and Corporate Governance Committee seeks to ensure that our Board as a whole possesses the objectivity and the mix of skills and experience to provide effective oversight and guidance to management to execute on the Company’s long-term strategy. The Nomination and Corporate Governance Committee assesses potential candidates based on their history of achievement, the breadth of their experiences, whether they bring specific skills or expertise in areas that the Nomination and Corporate Governance Committee has identified and whether they possess personal attributes that will contribute to the effective functioning of the Board.

Ongoing Board refreshment provides fresh perspectives while leveraging the institutional knowledge and historical perspective of our longer-tenured directors. The Nomination and Corporate Governance Committee also considers succession planning for roles such as Board and committee chairpersons for purposes of continuity and to maintain relevant expertise and depth of experience.

		1

Our Nomination and Corporate Governance Committee is authorized to use an independent search firm to help identify, evaluate and conduct due diligence on potential director candidates. Using an independent search firm helps the Nomination and Corporate Governance Committee ensure that it is conducting a broad search and helps it to consider a diverse slate of candidates with the qualifications and expertise that are needed to provide effective oversight of management and assist in long-term value creation. The firm identifies candidates who meet the criteria of our search, provides requested background and other relevant information regarding candidates, and coordinates arrangements for interviews as necessary.

Diversity Policy

Our Corporate Governance Guidelines require the Nomination and Corporate Governance Committee to consider all factors it deems appropriate, which may include age, gender, nationality, ethnic and racial background, gender identity or expression and sexual orientation, and disability status, in nominating directors and to review and make recommendations, regarding the composition and size of the Board to ensure the Board has the requisite expertise and its membership consists of persons with sufficiently diverse and independent backgrounds.

		2

Currently, half of our director nominees are female, and two of our director nominees are racially/ethnically diverse. Over time, the Nomination and Corporate Governance Committee and the Board as a whole will assess the effectiveness of this policy and determine, how, if at all, our implementation of the policy, or the policy itself, should be changed.

Nomination Process

In considering whether to recommend nomination or re-nomination of each of our directors for election at the Annual Meeting, our Nomination and Corporate Governance Committee reviews the experience, qualifications, attributes and skills of our current directors to determine the extent to which those qualities continue to enable our Board to satisfy its oversight responsibilities effectively in light of our evolving business. In determining to re-nominate the directors named herein for election at the Annual Meeting, the Nomination and Corporate Governance Committee has focused on our current directors’ valuable contributions in recent years, the criteria set forth in “Board Expertise and Skills” in the “Summary of Proxy Statement Information” and the information and criteria discussed in the biographies and board matrix set forth below under “Nominees for Election to the Board of Directors.”

In accordance with our articles of association, shareholders may request that director nominees submitted by such shareholders be included in the agenda of our Annual Meeting through the process described under “Shareholder Proposals for the 2023 Annual General Meeting of Shareholders.” The Nomination and Corporate Governance Committee considers shareholder recommendations for director candidates and evaluates such candidates with the same standards as it does for other Board candidates. The Nomination and Corporate Governance Committee will advise the Board whether to recommend shareholders to vote for or against such shareholder nominated candidates.

Pursuant to the UK Companies Act 2006, shareholders representing at least 5% of our issued share capital have the right to require the Company to convene a special meeting and give notice to all shareholders of a resolution(s) to be voted on at such special meeting. Shareholders who meet the 5% threshold are not also subject to requirements as to ownership duration. Resolutions proposed by shareholders meeting the 5% threshold and which relate to the appointment of directors are not subject to a cap on the number of directors that can be proposed.

As Nielsen is a public limited company incorporated under the UK Companies Act 2006, its shareholders are not able to act by written consent and any resolutions proposed by shareholders must be voted on at a general meeting.

		3

Board Matrix

The Board matrix below represents certain skills, experience, attributes and qualifications that our Board has identified as particularly valuable to the effective oversight of the Company and the execution of our strategy. This matrix highlights the depth and breadth of the skills of our directors standing for re-election.

The nominees for re-election to the Board of Directors named above are hereby proposed for re-election by the shareholders.

		9

THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS

Pursuant to our articles of association and in accordance with the UK Companies Act 2006, our directors are responsible for the management of the Company’s business, for which purpose they may exercise all the powers of the Company.

Our Board conducts its business through meetings of the Board and four standing committees: Audit, Compensation and Talent, Nomination and Corporate Governance and Finance. In accordance with the New York Stock Exchange (“NYSE”) rules and the rules promulgated under each of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a majority of our Board consists of independent directors, and our Audit, Compensation and Talent and Nomination and Corporate Governance Committees are fully independent.

Each director owes a duty to the Company to properly perform the duties assigned to him or her and to act in the best interest of the Company. Under English law, this requires each director to act in a way he or she considers, in good faith, would be most likely to promote the success of the Company for the benefit of its shareholders as a whole, and in doing so have regard (among other matters) for the likely consequences of any decision in the long-term, the interests of the Company’s employees, the Company’s business relationships with suppliers, customers and others, the impact of the Company’s operations on the community and the environment and the need to act fairly amongst shareholders. The Company’s directors are expected to be appointed for one year and may be re-elected at the next Annual Meeting.

DIRECTOR INDEPENDENCE AND INDEPENDENCE DETERMINATIONS

Under the NYSE rules and our Corporate Governance Guidelines, a director is not independent unless the Board affirmatively determines that he or she does not have a direct or indirect material relationship with the Company or any of its subsidiaries. Heightened independence standards apply to members of the Audit and Compensation and Talent Committees.

The NYSE independence definition includes a series of objective tests, such as that the director is not an employee of the Company and has not engaged in various types of business dealings with the Company. The Board is also responsible for determining affirmatively, as to each independent director, that no relationships exist which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, the Board will broadly consider all relevant facts and circumstances, including information provided by the directors and the Company with regard to each director’s business and personal activities as they may relate to the Company and the Company’s management. As the concern is independence from management and pursuant to the view articulated by the NYSE, ownership of a significant amount of stock, by itself, is not a bar to an independence finding.

The Board undertook its annual review of director independence and affirmatively determined that, except for Mr. Kenny, each of Mses. Hoguet, Marinelli Mazza, Plaines, Tellem and Zalaznick, and Messrs. Attwood, Castro, De Luca and Miller is independent under Section 303A.02 of the NYSE listing rules and under our Corporate Governance Guidelines for purposes of board service. In addition, the Board affirmatively determined that the Audit Committee, the Compensation and Talent Committee, and the Nomination and Corporate Governance Committee members are fully independent under the SEC and NYSE independence standards specifically applicable to such committees.

		10

LEADERSHIP STRUCTURE

Under our Corporate Governance Guidelines, the Board must select its Chairperson from its members in any way it considers in the best interest of the Company. Whenever the Chairperson is also the Chief Executive Officer or is a director who does not otherwise qualify as “independent,” the independent directors are expected to elect from among themselves a Lead Independent Director of the Board.

Since November 2019, Mr. Attwood has served as the Board’s non-executive, independent Chairperson. From July 2018 to November 2019, Mr. Attwood assumed the title of Executive Chairman on an interim basis to lead the Board’s search process to identify a new Chief Executive Officer as well as to oversee the Board’s strategic review. As Executive Chairman, Mr. Attwood remained an independent member of Nielsen’s Board. He was not a Nielsen employee and had no day-to-day responsibilities for the Company’s business. From January 2016 to July 2018, Mr. Attwood also served as the Board’s non-executive, independent Chairperson. In light of Mr. Attwood’s independence from the Company, the Company does not currently have a Lead Independent Director.

In this role, the independent Chairperson presides at all meetings of the Board and all executive sessions of independent directors and sets the agenda for Board meetings along with the CEO (in consultation with management, as appropriate) with the understanding that other members of the Board may provide suggestions for agenda items.

As noted further below, each Board committee also has a non-executive, independent chairperson.

Our Board believes that the Board’s current leadership structure reflects what is optimal for the business in its current environment and best serves our shareholders by:

		11

Pursuant to our Corporate Governance Guidelines, all directors are expected to make every effort to attend all meetings of the Board and meetings of the committees of which they are members. All directors are also welcome to attend meetings and review materials of those committees of which they are not members. During 2021, the Board held 8 meetings and 28 committee meetings. Each incumbent director attended at least 75% of the total number of 2021 Board meetings and 100% of the total number of 2021 meetings of those committees on which each such director served and that were held during the period that such director served. All non-executive directors are encouraged (but not required) to attend the Annual Meeting and each extraordinary general meeting of shareholders. All of our incumbent directors who served at the time of our 2021 Annual Meeting attended that meeting, and all of our incumbent directors who served at the time of our 2021 Special Meeting attended that meeting.

		12

BOARD AND COMMITTEE EVALUATIONS

Our Board recognizes that a thorough, constructive evaluation process enhances our Board’s effectiveness and is an essential element of good corporate governance. Accordingly, our Nomination and Corporate Governance Committee develops and oversees the evaluation process to ensure that the full Board and each committee conducts an evaluation of its performance and functioning and solicits feedback for enhancement and improvement. The Nomination and Corporate Governance Committee periodically reviews the format of the evaluation process, including whether to utilize a third-party evaluation firm, to ensure that actionable feedback is solicited on the operation and effectiveness of the Board, Board committees and director performance. In 2021, our Nomination and Corporate Governance Committee engaged a third-party evaluation firm to assist the Company Secretary with the annual evaluation process. The third-party evaluation firm provided a written evaluation and conducted confidential interviews with each director and certain members of management that included discussions of the overall functioning and effectiveness of the Board and its standing committees and the leadership structure of the Board. The third-party evaluation firm presented the findings to the Board for consideration and feedback and each Committee reviewed its findings. Our Board believes that employing an independent third-party evaluation firm to assist in the evaluation process provided valuable insights and will contribute to the overall functioning and ongoing effectiveness of the Board and will consider doing so periodically going forward.

		14

OUR BOARD’S COMMITMENT TO SHAREHOLDER ENGAGEMENT

Why We Engage

Our Board and management team recognize the benefits of regular engagement with our shareholders in order to remain attuned to their different perspectives on the matters affecting Nielsen.

Robust dialogue and engagement efforts allow our Board and management the opportunity to:

How We Engage

		15

COMMUNICATIONS WITH DIRECTORS

Any interested party who would like to communicate with, or otherwise make his or her concerns known directly to, the Chairperson of the Board or the Chairperson of any of the Audit Committee, Nomination and Corporate Governance Committee, Compensation and Talent Committee or Finance Committee or to other directors, including the non-management or independent directors, individually or as a group, may do so by addressing such communications or concerns to the Company Secretary at company.secretary@nielsen.com or 675 Avenue of the Americas, New York, NY 10010. Such communications may be done confidentially or anonymously. The Company Secretary will forward communications received to the appropriate party as necessary and appropriate. Additional contact information is available on our website, www.nielsen.com/investors, under Contact Us.

		16

NIELSEN’S ESG APPROACH

As part of Nielsen’s purpose to power a better media future for all people, we strive every day to engage our people, processes, data and technology to make Nielsen a more responsible company and to enable a more equitable world, where everyone is included and everyone counts. Nielsen is committed to strengthening the communities and markets in which we live and operate our business, recognizing how important these efforts are to ensure a more equitable and sustainable future. This commitment is supported and expressed at all levels of our organization.

Our ESG strategy encompasses the most important factors that affect our business, operations and internal and external stakeholders. To determine these critical ESG issues, we regularly conduct ESG issues assessments, with our fourth such assessment completed in December 2021.

We continue to identify and prioritize these issues, impacts, risks and opportunities for Nielsen’s ESG strategy, and we report ESG matters across the six key areas identified below:

Diversity Equity & Inclusion (DE&I)

We power a better media future for all people by embracing, leveraging and incorporating DE&I into all that we do. When we operate in a culture that is diverse and inclusive, our hope is that innovation flourishes, our clients win, and employees are engaged and collaborate to bring the best that Nielsen can offer to the communities we measure. Our DE&I strategy covers four pillars: people, products & thought leadership, business diversity, and community advocacy.

		17

Human Capital

At Nielsen, our people have always been our most important asset. This has become even more true during a time of company transformation as well as the competitive landscape for talent. Our key human capital management objectives are to promote the health, wellness and safety of our employees while building an inclusive and engaging culture where all of our employees have an equal opportunity to reach their full potential.

Environment

We remain committed to our climate change mitigation efforts by leveraging operational efficiencies across our value chain in order to create more environmentally sustainable outcomes for our business, stakeholders and communities. We work with teams and leaders across Nielsen to continue to ensure that relevant climate change risks and opportunities are integrated into our strategy and that meaningful action is taken to drive our mitigation efforts.

		18

Community Engagement

At Nielsen, we continue to mobilize our data, expertise and time to impact our communities positively and ensure every voice is heard. Through our Data for Good projects, we strategically donate Nielsen data and services to help solve critical social and environmental challenges, while also engaging our employees and expanding our capabilities in new ways across our communities. Through our volunteering program, including our Cares BRG, our employees are eligible to use 24 hours of annual dedicated volunteer time, through which they can volunteer with nonprofit organizations in their communities.

Nielsen Foundation

The Nielsen Foundation (nielsen-foundation.org), a private foundation funded by Nielsen, began grantmaking to nonprofit organizations in 2016. The Nielsen Foundation envisions a more equitable world where everyone counts and everyone has opportunities to succeed, with a mission to support organizations that give voice and opportunities to historically under-represented groups and communities.

		19

Data Privacy and Security

Data privacy and security are central to the daily work of every Nielsen team member. We integrate responsible data stewardship principles from design to execution of all our products. Our approach is anchored in internationally recognized data protection principles and in compliance with local laws and regulations. We have implemented detailed controls and policies, comprehensive and recurring training and regular performance reviews to drive continuous improvement.

We have an extensive data security and privacy governance framework in place, with our Audit Committee having primary oversight for the management of key enterprise risks, which include our Cybersecurity and Privacy Programs. The Audit Committee is briefed on data security and privacy at each regularly convened meeting and receives ad hoc updates as needed.

Governance

The people, clients and audiences that we serve look to Nielsen to deliver accurate, independent data and market measurements. To maintain their trust, we operate according to the highest standards of governance, ethics and integrity throughout our company, every day.

ESG Oversight

While it is the responsibility of all teams within Nielsen to consider relevant ESG impacts in their everyday work, we aim to approach ESG risks and opportunities in a holistic way through our strategy, infusing these

		20

considerations into regular engagement with our Board of Directors, Executive Committee leaders and internal working groups, as well as across functional groups, teams and other forums.

Our Board committees have direct oversight responsibilities for a range of ESG issues, including:

ESG Reporting and Recognition

We remain focused on connecting our business with relevant ESG issues through responsible policies and practices, evaluating and measuring performance on these issues, and external reporting and transparency. Regularly reporting our progress to stakeholders supports proactive and useful engagement opportunities to drive continuous improvement and positive change for our company, our people and our world.

We published an Interim Responsibility Update in June 2021 to provide an overview of the key areas of our ESG strategy, focusing primarily on calendar year 2020 data and highlights. This update also includes a refreshed Sustainability Accounting Standards Board (“SASB”) Index. Our 2020 Global Responsibility Report, published in May 2020, provides a full account of our ESG approach through 2018 and 2019, and includes supplemental reports for the reporting frameworks most relevant to Nielsen: SASB, the Task Force on Climate-related Financial Disclosures (“TCFD”) and the Global Reporting Initiative (“GRI”). Our next full ESG report, which is expected to be published later in 2022, will continue to include disclosures aligned with SASB, TCFD and the GRI. Our most recent Federal Employer Information Report EEO-1 is also available on Nielsen’s website, although we do not use this data to set our workforce goals or measure progress.¹

		21

We have received the following recognition for our ESG efforts:

DIRECTOR EDUCATION

Educating our directors about Nielsen and our industry is an ongoing process that begins when a director joins our Board. All new directors take part in a comprehensive orientation about Nielsen, which includes meetings with senior leaders to discuss our businesses and strategy as well as our control functions, including finance, operations and legal. We also conduct in-depth training sessions on the work of our committees for both new directors and those directors who are newly appointed to a committee. For a new member of the audit committee, this may include training with our independent registered public accounting firm.

The Board believes that the shareholders of the Company are best served by a board of directors comprised of individuals who are well versed in modern principles of corporate governance, financial reporting and other subject matters relevant to board service and the exercise of the Board’s oversight responsibilities. Thus, in 2021, we adopted a Director Continuing Education Policy pursuant to which management will provide to our directors on a periodic basis pertinent articles and information relating to the Company’s business, relevant industries, competitors and corporate governance and regulatory issues, as well as presentations by subject matter experts on new legal and regulatory developments. We also encourage our directors to participate in external continuing director education programs and provide reimbursement for reasonable costs of attending such programs as set forth in our Director Continuing Education Policy.

Among other topics, during 2021, the Board participated in deep dives on Gracenote, Outcomes and international operations. In December 2021, the Board also participated in DE&I training with an outside consultant.

RISK OVERSIGHT

The Board is responsible for overseeing Nielsen’s risk and enterprise risk management practices and seeks to foster a risk-aware culture while encouraging appropriate and balanced risk-taking in pursuit of Company objectives. The Board exercises its oversight both directly and through its four committees, each

		22

of which has been delegated oversight responsibilities for specific risks. Each committee keeps the Board informed of its oversight efforts through regular reporting to the full Board by the committee chairpersons.

Management is accountable for day-to-day risk management efforts. The Board and committees’ risk oversight and management’s ownership of risk are foundational components of our Enterprise Risk Management program. This program is designed to provide comprehensive, integrated oversight and management of risk and to facilitate transparent identification and reporting of key business issues to senior management and the Board and its committees. The following are the key risk oversight and management responsibilities of our Board, committees and management:

		23

CEO AND BOARD SUCCESSION PLANNING

One of the Board’s primary responsibilities is to ensure that Nielsen has the appropriate talent to accomplish our business strategies today and in the future. The Board plans for CEO succession by establishing selection criteria and identifying and evaluating potential internal candidates.

EXECUTIVE SESSIONS

Pursuant to our Corporate Governance Guidelines, to ensure free and open discussion and communication, our independent directors meet in executive session, with no members of management or any non-independent director present, at every regularly scheduled Board meeting. Our Independent Board Chairperson leads these meetings, which enables our independent directors to discuss matters such as strategy, CEO and senior management performance and compensation, succession planning and board composition and effectiveness. During 2021, our independent directors met seven times in executive session.

COMMITTEE CHARTERS AND CORPORATE GOVERNANCE GUIDELINES

Our commitment to corporate governance is reflected in our Corporate Governance Guidelines, which describe the Board’s views on a wide range of governance topics. These Corporate Governance Guidelines are reviewed from time to time by the Board and the Nomination and Corporate Governance Committee to ensure that they effectively comply with all applicable laws, regulations and stock exchange requirements, in addition to our articles of association. Additionally, the Board has adopted a written charter for each of the Audit Committee, the Compensation and Talent Committee, the Nomination and Corporate Governance Committee and Finance Committee. Our Corporate Governance Guidelines, our committee charters and other corporate governance information are available on our website at www.nielsen.com/investors under Governance Documents.

CODE OF CONDUCT AND PROCEDURES FOR REPORTING CONCERNS ABOUT MISCONDUCT

We maintain a Code of Conduct, which is applicable to all of our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Code of Conduct sets forth our policies and expectations on a number of topics, including conflicts of interest, compliance with laws and ethical

		24

conduct. The Company will promptly disclose to our shareholders, if required by applicable laws or stock exchange requirements, any amendments to or waivers from the Code of Conduct applicable to our directors or officers by posting such information on our website at www.nielsen.com/investors rather than by filing a Current Report on Form 8-K.

The Code of Conduct may be found on our website at www.nielsen.com/investors under Corporate Governance — Governance Documents.

		25