Forward-Looking Statements
This communication includes information that could constitute forward-looking statements made pursuant to the safe harbor provision of the Private Securities
Litigation Reform Act of 1995. These statements include those set forth above relating to the proposed transaction as well as those that may be identified by words such as will, intend, expect,
anticipate, should, could and similar expressions. These statements are subject to risks and uncertainties, and actual results and events could differ materially from what presently is expected, including
regarding the proposed transaction and Nielsen ONE. Factors leading thereto may include, without limitation, the risks related to Ukraine conflict or the COVID-19 pandemic on the global economy and financial
markets, the uncertainties relating to the impact of the Ukraine conflict or the COVID-19 pandemic on Nielsens business, the failure of Nielsens new business strategy in accomplishing
Nielsens objectives, economic or other conditions in the markets Nielsen is engaged in, impacts of actions and behaviors of customers, suppliers and competitors, technological developments, as well as legal and regulatory rules and processes
affecting Nielsens business, the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed transaction that could reduce anticipated benefits or cause the parties to abandon the proposed
transaction, the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement entered into pursuant to the proposed transaction (the Agreement), the possibility that Nielsen
shareholders may not approve the proposed transaction, the risk that the parties to the Agreement may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all, risks related to disruption of management time from
ongoing business operations due to the proposed transaction, the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of Nielsens ordinary shares, the risk of any unexpected costs or
expenses resulting from the proposed transaction, the risk of any litigation relating to the proposed transaction, the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Nielsen to retain customers
and retain and hire key personnel and maintain relationships with customers, suppliers, employees, shareholders and other business relationships and on its operating results and business generally, the risk the pending proposed transaction could
distract management of Nielsen, and other specific risk factors that are outlined in Nielsens disclosure filings and materials, which you can find on http://www.nielsen.com/investors, such as its 10-K, 10-Q and 8-K reports that have been filed with the Securities and Exchange Commission (the SEC). Please consult these documents for a more complete understanding
of these risks and uncertainties. This list of factors is not intended to be exhaustive. Such forward-looking statements only speak as of the date of these materials, and Nielsen assumes no obligation to update any written or oral forward-looking
statement made by Nielsen or on its behalf as a result of new information, future events or other factors, except as required by law.
Additional
Information and Where to Find It
This communication relates to the proposed transaction involving Nielsen. In connection with the proposed
transaction, Nielsen will file relevant materials with the SEC, including Nielsens definitive proxy statement on Schedule 14A filed on July 8, 2022 (the Proxy Statement). This communication is not a substitute for the Proxy
Statement or for any other document that Nielsen may file with the SEC and send to its shareholders in connection with the proposed transaction. The proposed transaction will be submitted to Nielsens shareholders for their consideration.
Before making any voting decision, Nielsens shareholders are urged to read all relevant documents filed or to be filed with the SEC, including the Proxy Statement, as well as any amendments or supplements to those documents, when they become
available because they will contain important information about the proposed transaction.
Nielsens shareholders are able to obtain a free copy of
the Proxy Statement, as well as other filings containing information about Nielsen, without charge, at the SECs website (www.sec.gov). Copies of the Proxy Statement and the filings with the SEC that will be incorporated by reference therein
can also be obtained, without charge, by directing a request to Nielsen Holdings plc, 675 6th Avenue New York, NY 10010, Attention: Investor Relations; telephone (410) 717-7134, or from Nielsens website
www.nielsen.com.
Participants in the Solicitation
Nielsen and certain of its directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the
proposed transaction. Information regarding Nielsens directors and executive officers is available in Nielsens definitive proxy statement for its 2022 Annual General Meeting, which was filed with the SEC on April 5, 2022. Other
information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the Proxy Statement and other relevant materials to be filed with the SEC
in connection with the proposed transaction when they become available. Free copies of the Proxy Statement and such other materials may be obtained as described in the preceding paragraph.