X0306 4 2018-10-26 0 0001492633 Nielsen Holdings plc NLSN 0001101124 ANDERSON DAVID J 40 DANBURY ROAD WILTON CT 06891 0 1 0 0 Chief Financial Officer Common Stock 2018-10-26 4 A 0 45732 0.00 A 45732 D Options to Purchase Common Stock (right to buy) 24.60 2018-10-26 4 A 0 321429 0.00 A 2025-10-26 Common Stock 321429 321429 D Represents restricted stock units of the Issuer, which ratably vest in annual installments over 3 years beginning one year after the grant date (October 26, 2018). These options to purchase shares of common stock are subject to both performance and time vesting requirements. The performance vesting requirement will be satisfied upon the Issuer's common stock achieving a minimum closing trading price per share of at least 125% of the closing trading price on the date of grant for a period of at least 21 consecutive trading days before October 26, 2021. The time vesting requirement will be satisfied in three equal annual installments beginning on October 26, 2019. /s/ Emily Epstein, Authorized Signatory 2018-10-30