Edgar Filing: Nielsen Holdings N.V.

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Nielsen Holdings N.V.

(Name of Issuer)

Common Stock, par value €0.07 per share

(Title of Class of Securities)

N63218106

(CUSIP Number)

December 31, 2012

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
o	Rule 13d-1(c)
x	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. N63218106

	1.	Name of Reporting Person KKR VNU Equity Investors, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 236,266,399*

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 236,266,399*

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 236,266,399*

	10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o See Item 4 and Item 8

	11.	Percent of Class Represented by Amount in Row (9) 63.3%*

	12.	Type of Reporting Person (See Instructions) PN

* Represents the aggregate number of shares of common stock, par value €0.07 per share (“Common Stock”) of Nielsen Holdings N.V. (the “Issuer”) held by Valcon Acquisition Holding (Luxembourg) S.à.r.l (“Luxco”) as of December 31, 2012.

CUSIP No. N63218106

	1.	Name of Reporting Person KKR VNU GP Limited

	2.	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 236,266,399*

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 236,266,399*

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 236,266,399*

	10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o See Item 4 and Item 8

	11.	Percent of Class Represented by Amount in Row (9) 63.3%*

	12.	Type of Reporting Person (See Instructions) OO

* Represents the aggregate number of shares of Common Stock held by Luxco as of December 31, 2012.

CUSIP No. N63218106

	1.	Name of Reporting Person KKR VNU (Millennium) Limited

	2.	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 236,266,399*

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 236,266,399*

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 236,266,399*

	10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o See Item 4 and Item 8

	11.	Percent of Class Represented by Amount in Row (9) 63.3%*

	12.	Type of Reporting Person (See Instructions) OO

* Represents the aggregate number of shares of Common Stock held by Luxco as of December 31, 2012.

CUSIP No. N63218106

	1.	Name of Reporting Person KKR VNU (Millennium), L.P.

	2.	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 236,266,399*

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 236,266,399*

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 236,266,399*

	10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o See Item 4 and Item 8

	11.	Percent of Class Represented by Amount in Row (9) 63.3%*

	12.	Type of Reporting Person (See Instructions) PN

* Represents the aggregate number of shares of Common Stock held by Luxco as of December 31, 2012.

CUSIP No. N63218106

	1.	Name of Reporting Person KKR Millennium Fund (Overseas), Limited Partnership

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 236,266,399*

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 236,266,399*

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 236,266,399*

	10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o See Item 4 and Item 8

	11.	Percent of Class Represented by Amount in Row (9) 63.3%*

	12.	Type of Reporting Person (See Instructions) PN

* Represents the aggregate number of shares of Common Stock of the Issuer held by Luxco as of December 31, 2012.

CUSIP No. N63218106

	1.	Name of Reporting Person KKR Associates Millennium (Overseas), Limited Partnership

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 236,266,399*

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 236,266,399*

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 236,266,399*

	10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o See Item 4 and Item 8

	11.	Percent of Class Represented by Amount in Row (9) 63.3%*

	12.	Type of Reporting Person (See Instructions) PN

* Represents the aggregate number of shares of Common Stock of the Issuer held by Luxco as of December 31, 2012.

CUSIP No. N63218106

	1.	Name of Reporting Person KKR Millennium Limited

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 236,266,399*

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 236,266,399*

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 236,266,399*

	10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o See Item 4 and Item 8

	11.	Percent of Class Represented by Amount in Row (9) 63.3%*

	12.	Type of Reporting Person (See Instructions) OO

* Represents the aggregate number of shares of Common Stock of the Issuer held by Luxco as of December 31, 2012.

CUSIP No. N63218106

	1.	Name of Reporting Person KKR SP Limited

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 236,266,399*

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 236,266,399*

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 236,266,399*

	10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o See Item 4 and Item 8

	11.	Percent of Class Represented by Amount in Row (9) 63.3%*

	12.	Type of Reporting Person (See Instructions) OO

* Represents the aggregate number of shares of Common Stock of the Issuer held by Luxco as of December 31, 2012.

CUSIP No. N63218106

	1.	Name of Reporting Person KKR Fund Holdings L.P.

	2.	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 236,266,399*

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 236,266,399*

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 236,266,399*

	10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o See Item 4 and Item 8

	11.	Percent of Class Represented by Amount in Row (9) 63.3%*

	12.	Type of Reporting Person (See Instructions) PN

* Represents the aggregate number of shares of Common Stock held by Luxco as of December 31, 2012.

CUSIP No. N63218106

	1.	Name of Reporting Person KKR Fund Holdings GP Limited

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 236,266,399*

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 236,266,399*

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 236,266,399*

	10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o See Item 4 and Item 8

	11.	Percent of Class Represented by Amount in Row (9) 63.3%*

	12.	Type of Reporting Person (See Instructions) OO

* Represents the aggregate number of shares of Common Stock of the Issuer held by Luxco as of December 31, 2012.

CUSIP No. N63218106

	1.	Name of Reporting Person KKR Group Holdings L.P.

	2.	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 236,266,399*

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 236,266,399*

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 236,266,399*

	10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o See Item 4 and Item 8

	11.	Percent of Class Represented by Amount in Row (9) 63.3%*

	12.	Type of Reporting Person (See Instructions) PN

* Represents the aggregate number of shares of Common Stock held by Luxco as of December 31, 2012.

CUSIP No. N63218106

	1.	Name of Reporting Person KKR Group Limited

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 236,266,399*

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 236,266,399*

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 236,266,399*

	10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o See Item 4 and Item 8

	11.	Percent of Class Represented by Amount in Row (9) 63.3%*

	12.	Type of Reporting Person (See Instructions) OO

* Represents the aggregate number of shares of Common Stock of the Issuer held by Luxco as of December 31, 2012.

CUSIP No. N63218106

	1.	Name of Reporting Person KKR & Co. L.P.

	2.	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 236,266,399*

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 236,266,399*

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 236,266,399*

	10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o See Item 4 and Item 8

	11.	Percent of Class Represented by Amount in Row (9) 63.3%*

	12.	Type of Reporting Person (See Instructions) PN

* Represents the aggregate number of shares of Common Stock held by Luxco as of December 31, 2012.

CUSIP No. N63218106

	1.	Name of Reporting Person KKR Management LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 236,266,399*

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 236,266,399*

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 236,266,399*

	10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o See Item 4 and Item 8

	11.	Percent of Class Represented by Amount in Row (9) 63.3%*

	12.	Type of Reporting Person (See Instructions) OO

* Represents the aggregate number of shares of Common Stock of the Issuer held by Luxco as of December 31, 2012.

CUSIP No. N63218106

	1.	Name of Reporting Person Henry R. Kravis

	2.	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 236,266,399*

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 236,266,399*

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 236,266,399*

	10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o See Item 4 and Item 8

	11.	Percent of Class Represented by Amount in Row (9) 63.3%*

	12.	Type of Reporting Person (See Instructions) IN

* Represents the aggregate number of shares of Common Stock held by Luxco as of December 31, 2012.

CUSIP No. N63218106

	1.	Name of Reporting Person George R. Roberts

	2.	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 236,266,399*

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 236,266,399*

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 236,266,399*

	10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o See Item 4 and Item 8

	11.	Percent of Class Represented by Amount in Row (9) 63.3%*

	12.	Type of Reporting Person (See Instructions) IN

* Represents the aggregate number of shares of Common Stock held by Luxco as of December 31, 2012.

STATEMENT ON SCHEDULE 13G

This is Amendment No. 1 to the Schedule 13G filed with the Securities and Exchange Commission on February 14, 2012. Pursuant to Rule 13d-1(d) under the Securities Exchange Act of 1934, as amended (the “Act”), and as provided in the Joint Filing Agreement filed as Exhibit 1 to the original statement on Schedule 13G, each of the persons listed below under Item 2 (each a “Reporting Person,” and collectively the “Reporting Persons”), have agreed to file one statement with respect to their beneficial ownership of common stock, par value €0.07 per share (“Common Stock”), of Nielsen Holdings N.V. (the “Issuer”).

Item 1.
	(a)	Name of Issuer: Nielsen Holdings N.V.
	(b)	Address of Issuer’s Principal Executive Offices: 770 Broadway New York, New York 10003

Item 2.
	(a)	Name of Person Filing: KKR VNU Equity Investors, L.P. KKR VNU GP Limited KKR VNU (Millennium) Limited KKR VNU (Millennium), L.P. KKR VNU Limited KKR Millennium Fund (Overseas), Limited Partnership KKR Associates Millennium (Overseas), Limited Partnership KKR Millennium Limited KKR SP Limited KKR Fund Holdings L.P. KKR Fund Holdings GP Limited KKR Group Holdings L.P. KKR Group Limited KKR & Co. L.P. KKR Management LLC Henry R. Kravis George R. Roberts
	(b)	Address of Principal Business Office, or, if none, Residence: The principal business office for all persons filing (other than George R. Roberts) is:

		c/o Kohlberg Kravis Roberts & Co. L.P. 9 West 57th Street, Suite 4200 New York, NY 10019 The principal business office for George R. Roberts is: c/o Kohlberg Kravis Roberts & Co. L.P. 2800 Sand Hill Road, Suite 200 Menlo Park, CA 94025

	(c)	Citizenship: See Item 4 of each cover page.
	(d)	Title of Class of Securities: Common stock, €0.07 par value per share.
	(e)	CUSIP Number: N63218106

Item 3.
		Not applicable.
Item 4.	Ownership.
	(a)	Amount beneficially owned:
		Valcon Acquisition Holding (Luxembourg) S.à.r.l. (“Luxco”) is a private limited company incorporated under the laws of Luxembourg, the equity interests of which are held by a private investor group. Luxco held 236,266,399 shares of Common Stock as of December 31, 2012, or 63.3% of the outstanding shares of Common Stock based on 373,294,219 shares of Common Stock outstanding as of February 1, 2013, as reported in the Issuer’s Preliminary Prospectus Supplement, dated February 14, 2013, filed with the Securities and Exchange Commission on February 14, 2013. KKR VNU Equity Investors, L.P. beneficially owned 13,655 ordinary shares (“Ordinary Shares”) and 3,821,781 Yield Free Convertible Preferred Equity Certificates of Luxco (“YFCPECs”) as of December 31, 2012, or 3.37% of Luxco’s outstanding capital, and is controlled by its general partner, KKR VNU GP Limited. KKR VNU GP Limited is wholly-owned by KKR VNU (Millennium) Limited (“KKR VNU Limited”). KKR VNU (Millennium), L.P. beneficially owned 69,946 Ordinary Shares and 19,214,971 YFCPECs as of December 31, 2012, or 16.95% of Luxco’s outstanding capital, and is controlled by its general partner, KKR VNU Limited. Voting and investment control over the securities beneficially owned by KKR VNU

Limited is exercised by its board of directors consisting of Messrs. Alexander Navab, Simon E. Brown and William J. Janetschek, who may be deemed to share beneficial ownership of any shares beneficially owned by KKR VNU Limited but disclaim such beneficial ownership. KKR Millennium Fund (Overseas), Limited Partnership (“Millenium Fund”) beneficially owned 84 Ordinary Shares as of December 31, 2012, or 0.0001% of Luxco’s outstanding capital, and is controlled by its general partner, KKR Associates Millennium (Overseas), Limited Partnership, which is controlled by its general partner, KKR Millennium Limited. KKR Associates Millennium (Overseas), Limited Partnership also holds a majority of the equity interests of KKR VNU Limited.

Each of KKR SP Limited (“KKR SP”) (as the voting partner of KKR Associates Millennium (Overseas), Limited Partnership); KKR Fund Holdings L.P. (“KKR Fund Holdings”) (as the sole shareholder of KKR Millennium Limited); KKR Fund Holdings GP Limited (“KKR Fund Holdings GP”) (as a general partner of KKR Fund Holdings); KKR Group Holdings L.P. (“KKR Group Holdings”) (as the sole shareholder of KKR Fund Holdings GP and a general partner of KKR Fund Holdings); KKR Group Limited (“KKR Group”) (as the general partner of KKR Group Holdings); KKR & Co. L.P. (“KKR & Co.”) (as the sole shareholder of KKR Group); and KKR Management LLC (“KKR Management”) (as the general partner of KKR & Co.) may also be deemed to be the beneficial owner of the securities held by Millennium Fund, KKR VNU (Millennium) L.P. and KKR VNU Equity Investors, L.P., KKR SP, KKR Fund Holdings, KKR Fund Holdings GP, KKR Group Holdings, KKR Group, KKR & Co. and KKR Management disclaim beneficial ownership of such securities.

As the designated members of KKR Management, Messrs. Henry R. Kravis and George R. Roberts may be deemed to be the beneficial owner of the securities held by Millennium Fund, KKR VNU (Millennium) L.P. and KKR VNU Equity Investors, L.P. but disclaim beneficial ownership of such securities.

Based on the ownership of outstanding capital of Luxco specified above, the following shares of Common Stock held by Luxco would be attributable to each of the following Reporting Persons as of December 31, 2012:

Reporting Person	Shares Attributable	*Percent()**
KKR VNU Equity Investors, L.P.	7,964,041	2.1	%
KKR VNU GP Limited	7,964,041	2.1	%
KKR VNU (Millennium) Limited	48,007,957	12.9	%
KKR VNU (Millennium), L.P.	40,043,916	10.7	%
KKR Millennium Fund (Overseas), Limited Partnership	174	(**	)
KKR Associates Millennium (Overseas), Limited Partnership	48,008,131	12.9	%
KKR Millennium Limited	48,008,131	12.9	%
KKR SP Limited	48,008,131	12.9	%
KKR Fund Holdings L.P.	48,008,131	12.9	%
KKR Fund Holdings GP Limited	48,008,131	12.9	%
KKR Group Holdings L.P.	48,008,131	12.9	%
KKR Group Limited	48,008,131	12.9	%
KKR & Co. L.P.	48,008,131	12.9	%
KKR Management LLC	48,008,131	12.9	%
Henry R. Kravis	48,008,131	12.9	%
George R. Roberts	48,008,131	12.9	%
Alexander Navab	48,007,957	12.9	%
Simon E. Brown	48,007,957	12.9	%
William J. Janetschek	48,007,957	12.9	%

	() The calculation of the foregoing percentage is based on 373,294,219 shares of Common Stock outstanding as of February 1, 2013. (*) Less than 0.1%.

	(b)	Percent of class: See Item 11 of each cover page, which is based upon Item 9 of each cover page. See also Item 4(a) above.
	(c)	Number of shares as to which the person has:
		(i) Sole power to vote or to direct the vote See Item 5 of each cover page. (ii) Shared power to vote or to direct the vote See Item 6 of each cover page. (iii) Sole power to dispose or to direct the disposition of See Item 7 of each cover page. (iv) Shared power to dispose or to direct the disposition of See Item 8 of each cover page.
Item 5.		Ownership of Five Percent or Less of a Class.
		Not applicable.
Item 6.		Ownership of More than Five Percent on Behalf of Another Person.
		See Item 4 above. To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, the persons named in Item 4 above or Item 8 below and the partners, members, affiliates and shareholders of the Reporting Persons and of the other persons named in Item 4 above or Item 8 below has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock.

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
	Not applicable.
Item 8.		Identification and Classification of Members of the Group.
	As stated in Item 4 above, as of December 31, 2012 Luxco held 236,266,399 shares of Common Stock, or 63.3% of the outstanding shares of Common Stock based on 373,294,219 shares of Common Stock outstanding as of February 1, 2013. Each of the AlpInvest Funds, Blackstone Funds, Carlyle Funds, Centerview Funds, Hellman & Friedman Funds, KKR Funds and Thomas H. Lee Funds listed below (collectively, the “Investor Funds”), together with Luxco, is a party to an amended and restated shareholders agreement dated as of January 31, 2011 (the “Luxco Shareholders Agreement”). In addition, the Investor Funds, Luxco, the Issuer, Valcon Acquisition B.V. and The Nielsen Company B.V. are parties to an amended as restated shareholders agreement dated as of January 31, 2011, as further amended (the “Nielsen Shareholders Agreement” and, together with the Luxco Shareholders Agreement, the “Shareholders Agreements”). Given the terms of the Shareholders Agreements, Luxco, each of the Investor Funds and certain of their respective affiliates may be deemed to be a member of a group exercising voting and investment control over the shares of Common Stock held by Luxco. However, each of the Reporting Persons disclaims membership in any such group and disclaims beneficial ownership of any shares of Common Stock.
	Investor Funds AlpInvest Funds AlpInvest Partners CS Investments 2006 C.V. AlpInvest Partners Later Stage Co-Investments Custodian II-A, BV Blackstone Funds Blackstone Capital Partners (Cayman) V, L.P. Blackstone Family Investment Partnership (Cayman) V L.P. Blackstone Participation Partnership (Cayman) V L.P. Blackstone Capital Partners (Cayman) V-A, L.P. Blackstone Family Investment Partnership (Cayman) V-SMD, L.P. BCP (Cayman) V-S, L.P. BCP V Co-Investors (Cayman), L.P. Carlyle Funds Carlyle Partners IV Cayman, L.P. CP IV Coinvestment Cayman, L.P. CEP II Participations S.à r.l. SICAR Centerview Funds Centerview Capital, L.P. Centerview Employees, L.P. Centerview VNU LLC Hellman & Friedman Funds Hellman & Friedman Capital Partners V (Cayman), L.P.

	Hellman & Friedman Capital Partners V (Cayman Parallel), L.P. Hellman & Friedman Capital Associates V (Cayman), L.P. KKR Funds KKR VNU (Millennium) L.P. KKR Millennium Fund (Overseas), Limited Partnership KKR VNU Equity Investors, L.P. Thomas H. Lee Funds THL (Alternative) Fund V, L.P. THL Coinvestment Partners, L.P. THL Equity Fund VI Investors (VNU), L.P. THL Equity Fund VI Investors (VNU) II, L.P. THL Equity Fund VI Investors (VNU) III, L.P. THL Equity Fund VI Investors (VNU) IV, LLC Putnam Investment Holdings, LLC Putnam Investments Employees’ Securities Company I LLC Putnam Investments Employees’ Securities Company II LLC Putnam Investments Employees’ Securities Company III LLC Thomas H. Lee Investors Limited Partnership Thomas H. Lee (Alternative) Parallel Fund V, L.P. Thomas H. Lee (Alternative) Cayman Fund V, L.P. Thomas H. Lee (Alternative) Fund VI, L.P. Thomas H. Lee (Alternative) Parallel Fund VI, L.P. Thomas H. Lee (Alternative) Parallel (DT) Fund VI, L.P.
Item 9.		Notice of Dissolution of Group.
	Not applicable.
Item 10.		Certifications.
	Not applicable.

SIGNATURES

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated February 14, 2013

	KKR VNU EQUITY INVESTORS, L.P.
	By: KKR VNU GP Limited, its general partner

	By:	/s/Richard J. Kreider
	Name:	Richard J. Kreider
	Title:	Attorney-in-fact for William J. Janetschek, Director

	KKR VNU GP LIMITED

	By:	/s/Richard J. Kreider
	Name:	Richard J. Kreider
	Title:	Attorney-in-fact for William J. Janetschek, Director

	KKR VNU (MILLENNIUM) LIMITED

	By:	/s/Richard J. Kreider
	Name:	Richard J. Kreider
	Title:	Attorney-in-fact for William J. Janetschek, Director

	KKR VNU (MILLENNIUM), L.P.
	By: KKR VNU (Millennium) Limited, its general partner

	By:	/s/Richard J. Kreider
	Name:	Richard J. Kreider
	Title:	Attorney-in-fact for William J. Janetschek, Director

	KKR MILLENNIUM FUND (OVERSEAS), LIMITED PARTNERSHIP
	By: KKR Associates Millennium (Overseas), Limited Partnership, its general partner
	By: KKR Millennium Limited, its general partner

	By:	/s/Richard J. Kreider
	Name:	Richard J. Kreider
	Title:	Attorney-in-fact for William J. Janetschek, Director

	KKR ASSOCIATES MILLENNIUM (OVERSEAS), LIMITED PARTNERSHIP
	By: KKR Millennium Limited, its general partner

	By:	/s/Richard J. Kreider
	Name:	Richard J. Kreider
	Title:	Attorney-in-fact for William J. Janetschek, Director

	KKR MILLENNIUM LIMITED

	By:	/s/Richard J. Kreider
	Name:	Richard J. Kreider
	Title:	Attorney-in-fact for William J. Janetschek, Director

	KKR SP LIMITED

	By:	/s/Richard J. Kreider
	Name:	Richard J. Kreider
	Title:	Attorney-in-fact for William J. Janetschek, Director

	KKR FUND HOLDINGS L.P.
	By: KKR Fund Holdings GP Limited, its general partner

	By:	/s/Richard J. Kreider
	Name:	Richard J. Kreider
	Title:	Attorney-in-fact for William J. Janetschek, Director

	KKR FUND HOLDINGS GP LIMITED

	By:	/s/Richard J. Kreider
	Name:	Richard J. Kreider
	Title:	Attorney-in-fact for William J. Janetschek, Director

	KKR GROUP HOLDINGS L.P.
	By: KKR Group Limited, its general partner

	By:	/s/Richard J. Kreider
	Name:	Richard J. Kreider
	Title:	Attorney-in-fact for William J. Janetschek, Director

	KKR GROUP LIMITED

	By:	/s/Richard J. Kreider
	Name:	Richard J. Kreider
	Title:	Attorney-in-fact for William J. Janetschek, Director

	KKR & CO. L.P.

	By: KKR Management LLC, its general partner

	By:	/s/Richard J. Kreider
	Name:	Richard J. Kreider
	Title:	Attorney-in-fact for William J. Janetschek, Chief Financial Officer


	KKR MANAGEMENT LLC

	By:	/s/Richard J. Kreider
	Name:	Richard J. Kreider
	Title:	Attorney-in-fact for William J. Janetschek, Chief Financial Officer

	HENRY R. KRAVIS

	By:	/s/Richard J. Kreider
	Name:	Richard J. Kreider
	Title:	Attorney-in-fact

	GEORGE R. ROBERTS

	By:	/s/Richard J. Kreider
	Name:	Richard J. Kreider
	Title:	Attorney-in-fact