EX-24. 2 rrd267658_302079.htm CONFIRMING STATEMENT rrd267658_302079.html
                              CONFIRMING STATEMENT

This Statement confirms that the undersigned, Jeffrey Charlton, has authorized
and designated each of Harris Black, James W. Cuminale, Brian West, William
Bradley, Lynn Johnson, Tiffany Beverley and Jeffrey Charlton to execute and file
on the undersigned's behalf all Forms 3, 4, and 5 (including any amendments
thereto) that the undersigned may be required to file with the U.S. Securities
and Exchange Commission as a result of the undersigned's ownership of or
transactions in securities of Nielsen Holdings N.V. The authority of Harris
Black, James W. Cuminale, Brian West, William Bradley, Lynn Johnson, Tiffany
Beverley and Jeffrey Charlton under this Statement shall continue until the
undersigned is no longer required to file Forms 3, 4, and 5 with regard to his
ownership of or transactions in securities of Nielsen Holdings N.V., unless
earlier revoked in writing. The undersigned acknowledges that Harris Black,
James W. Cuminale, Brian West, William Bradley, Lynn Johnson, Tiffany Beverley
and Jeffrey Charlton are not assuming any of the undersigned's responsibilities
to comply with Section 16 of the Securities Exchange Act of 1934.

                                  By:   /s/ Jeffrey Charlton
                                        --------------------------
                                        Jeffrey Charlton

                                  Date: January 18, 2011