X0306 4 2018-12-03 0 0001492633 Nielsen Holdings plc NLSN 0001182913 KENNY DAVID W C/O NIELSEN HOLDINGS PLC 85 BROAD STREET NEW YORK NY 10004 1 1 0 0 Chief Executive Officer Common Stock 2018-12-03 4 A 0 487505 0.00 A 487505 D Common Stock 2018-12-03 4 A 0 54285 0.00 A 541790 D Options to Purchase Common Stock (right to buy) 25.79 2018-12-03 4 A 0 367031 0.00 A 2025-12-03 Common Stock 367031 367031 D Options to Purchase Common Stock (right to buy) 40.00 2018-12-03 4 A 0 750000 0.00 A 2025-12-03 Common Stock 750000 750000 D Represents restricted stock units of the Issuer, which ratably vest in three equal annual installments beginning on December 31, 2019. Represents restricted stock units of the Issuer, which vest on December 3, 2021. 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 closing market price per share of at least $32.24 for a period of at least 21 consecutive trading days before December 31, 2021. The time vesting requirement will be satisfied in three equal annual installments beginning on December 31, 2019. Represents options to purchase shares of common stock of the Issuer, which ratably vest in annual installments over 3 years beginning one year after the grant date (December 3, 2018). /s/ Emily Epstein, Authorized Signatory 2018-12-04