EX-10.1(c)



 Exhibit 10.1(C) 

 
 AMENDMENT NO. 2 TO 

AMENDED AND RESTATED SHAREHOLDER’S AGREEMENT 
 REGARDING NIELSEN HOLDINGS N.V. 
 THIS AMENDMENT NO. 2 (this
“Amendment”), effective , 2012, to that certain Amended and Restated Shareholder’s Agreement regarding Nielsen Holdings N.V. dated January 31, 2011 (the “Agreement”) by and among AlpInvest, Blackstone,
Carlyle, Centerview, Hellman & Friedman, KKR, Thomas H. Lee Partners, Valcon Acquisition Holding (Luxembourg) S.à r.l., Nielsen Holdings N.V. (the “Company”), Valcon Acquisition B.V. and The Nielsen Company B.V. (the
foregoing collectively referred to herein as the “Parties”). All capitalized terms used in this Amendment but not defined herein shall have the meaning ascribed to such terms under the Agreement. 

WHEREAS, the Parties desire to amend the Agreement as provided herein to change the size and composition of the Board of Directors of the
Company for so long as the Company is a Controlled Company, including reducing the size of the Board of Directors of the Company to 11 members and providing that each of Blackstone, Carlyle, KKR and Thomas H. Lee Partners will have the right to
designate one director each to the Board of Directors of the Company rather than two directors; and 
 WHEREAS,
Section 11.1 of the Agreement provides that the Agreement may be amended by a written instrument signed by the parties thereto. 
 NOW, THEREFORE, in consideration of the mutual agreements specified in this Amendment, the Parties hereby agree as follows: 
  


	 	1.	Amendment to Agreement. 

  

	 	(a)	Section 3.1.1 of the Agreement is hereby amended by: 

  

	 	(i)	Deleting “15 (fifteen)” where it appears in Section 3.1.1(a) and replacing it with “11 (eleven)” 


 

	 	(ii)	Deleting “10” where it appears in Section 3.1.1(a)(i) and replacing it with “6”; 


 

	 	(iii)	Deleting “of which two individuals shall be nominated at the direction of each of Blackstone, Carlyle, KKR and Thomas H. Lee Partners and of which one individual
shall be nominated at the direction of each of Centerview and Hellman & Friedman” where it appears in Section 3.1.1(a)(i) and replacing it with “of which one individual shall be nominated at the direction of each of
Blackstone, Carlyle, KKR, Thomas H. Lee Partners, Centerview and Hellman & Friedman”; and 

  

	 	(iv)	Deleting “the Nielsen Holdings Board acting upon the recommendations of the Nomination and Corporate Governance Committee” where it appears in
Section 3.1.1(a)(i) and replacing it with “Luxco”. 

  

	 	(b)	Section 5.2 of the Agreement is hereby amended by: 


  
 1 









	 	(i)	Deleting “14 (fourteen)” where it appears in Section 5.2.1 and replacing it with “10 (ten)” 


 

	 	2.	Governing Law. The laws of the State of New York shall govern the interpretation, validity and performance of the terms of this Amendment, except to the extent
that the matter in question is mandatorily required to be governed by Luxembourg law or Dutch law, in which case it will be governed by the applicable provisions of such law. 


 

	 	3.	No Other Amendments. Except to the extent expressly amended by this Amendment, all terms of the Agreement shall remain in full force and effect without
amendment, change or modification. 

  

	 	4.	Counterparts. This Amendment may be executed in counterparts, and by different parties on separate counterparts, each of which shall be deemed an original, but
all such counterparts shall together constitute one and the same instrument. 

 [remainder of page left
intentionally blank] 

  
 2 








 IN WITNESS WHEREOF, each of the following have executed this Amendment as of this
             day of             , 2012. 

 

			
	NIELSEN HOLDINGS N.V.
		
	By:	 	  

		 	Name:
		 	Title:
	
	VALCON ACQUISITION B.V
		
	By:	 	  

		 	Name:
		 	Title:
	
	THE NIELSEN COMPANY B.V
		
	By:	 	  

		 	Name:
		 	Title:
	
	 VALCON ACQUISITION HOLDING
 (LUXEMBOURG) S.À R.L.

		
	By:	 	  

		 	Name:
		 	Title:









 
			
	ALPINVEST PARTNERS CS INVESTMENTS
2006 C.V.
	
	By: AlpInvest Partners 2006 B.V., its general partner
	
	By: AlpInvest Partners B.V., its managing director
		
	By:	 	  

		 	Name:
		 	Title:
	
	ALPINVEST PARTNERS LATER STAGE CO-INVESTMENTS CUSTODIAN II-A, BV
	
	By: AlpInvest Partners B.V., its managing director
		
	 By:
	 	  

		 	Name:
		 	Title:









 
			
	BLACKSTONE CAPITAL PARTNERS (CAYMAN) V, L.P.
		
	By:	 	              

		 	Name:
		 	Title:
	
	BLACKSTONE FAMILY INVESTMENT PARTNERSHIP (CAYMAN) V, L.P.
		
	By:	 	              

		 	Name:
		 	Title:
	
	BLACKSTONE PARTICIPATION PARTNERSHIP (CAYMAN) V, L.P.
		
	By:	 	              

		 	Name:
		 	Title:
	
	BLACKSTONE CAPITAL PARTNERS (CAYMAN) V-A, L.P.
		
	 By:
	 	
             


		 	Name:
		 	Title:
	
	BLACKSTONE FAMILY INVESTMENT PARTNERSHIP (CAYMAN) V-SMD, L.P.
		
	By:	 	              

		 	Name:
		 	Title:









 
			
	BCP (CAYMAN) V-S, L.P.
		
	 By:
	 	  

		 	Name:
		 	Title:
	
	BCP V CO-INVESTORS (CAYMAN), L.P.
		
	 By:
	 	  

		 	Name:
		 	Title:









 
			
	CARLYLE PARTNERS IV CAYMAN, L.P.
		
	 By:
	 	  

		 	Name:
		 	Title:
	
	CP IV COINVESTMENT CAYMAN, L.P.
		
	 By:
	 	  

		 	Name:
		 	Title:
	
	CEP II PARTICIPATIONS S.À R.L. SICAR
		
	 By:
	 	  

		 	Name:
		 	Title:









 
			
	CENTERVIEW CAPITAL, L.P.
	
	By: Centerview Partners GP, L.P.
	Its General Partner
	
	By: Centerview Capital GP, LLC
	Its General Partner
		
	By:	 	  

		 	Name:
		 	Title:
	
	CENTERVIEW EMPLOYEES, L.P.
	
	By:Centerview Capital GP, LLC
	Its General Partner
		
	By:	 	  

		 	Name:
		 	Title:
	
	CENTERVIEW VNU LLC
		
	By:	 	Centerview Capital Holdings LLC,
	its Managing Member
		
	By:	 	  

		 	Name:
		 	Title:









 
			
	HELLMAN & FRIEDMAN CAPITAL PARTNERS V (CAYMAN), L.P.
	
	By: Hellman & Friedman Investors V (Cayman), L.P.
	By: Hellman & Friedman Investors V (Cayman), Ltd.
		
	By:	 	  

		 	Name:
		 	Title:
	
	HELLMAN & FRIEDMAN CAPITAL PARTNERS V (CAYMAN PARALLEL), L.P.
	
	By: Hellman & Friedman Investors V (Cayman), L.P.
	By: Hellman & Friedman Investors V (Cayman), Ltd.
		
	 By:
	 	  

		 	Name:
		 	Title:
	
	HELLMAN & FRIEDMAN CAPITAL ASSOCIATES V (CAYMAN), L.P.
	
	By: Hellman & Friedman Investors V (Cayman), L.P.
	By: Hellman & Friedman Investors V (Cayman), Ltd.
		
	 By:
	 	  

		 	Name:
		 	Title:









 
			
	KKR VNU (MILLENIUM) L.P.
		
	By:	 	KKR VNU (Millennium) Limited
		 	its General Partner
		 	
		
	By:	 	  

		 	Name:
		 	Title:
	
	KKR MILLENNIUM FUND (OVERSEAS), LIMITED PARTNERSHIP
		
	By:	 	KKR Associates Millennium (Overseas),
	Limited Partnership
		 	its General Partner
		
	By:	 	KKR Millennium Limited
		 	its General Partner
		
	By:	 	  

		 	Name:
		 	Title:
	
	KKR VNU EQUITY INVESTORS, L.P.
		
	By:	 	KKR VNU GP Limited
		 	its General Partner
		
	By:	 	  

		 	Name:
		 	Title:









 
			
	THOMAS H. LEE INVESTORS LIMITED PARTNERSHIP
		
	 By:
	 	  

		 	Name:
		 	Title:
	
	THOMAS H. LEE (ALTERNATIVE) PARALLEL FUND V, L.P.
		
	 By:
	 	  

		 	Name:
		 	Title:
	
	THOMAS H. LEE (ALTERNATIVE) CAYMAN FUND V, L.P.
		
	 By:
	 	  

		 	Name:
		 	Title:
	
	THOMAS H. LEE (ALTERNATIVE) FUND VI, L.P.
		
	 By:
	 	  

		 	Name:
		 	Title:
	
	THOMAS H. LEE (ALTERNATIVE) PARALLEL FUND VI, L.P.
		
	 By:
	 	  

		 	Name:
		 	Title:
	
	THOMAS H. LEE (ALTERNATIVE) PARALLEL (DT) FUND VI, L.P.
		
	 By:
	 	  

		 	Name:
		 	Title:









 
			
	PUTNAM INVESTMENT HOLDINGS, LLC
		
	By:	 	  

		 	Name:
		 	Title:
	
	PUTNAM INVESTMENTS EMPLOYEES’ SECURITIES COMPANY I LLC
		
	By:	 	  

		 	Name:
		 	Title:
	
	PUTNAM INVESTMENTS EMPLOYEES’ SECURITIES COMPANY II LLC
		
	By:	 	  

		 	Name:
		 	Title:
	
	PUTNAM INVESTMENTS EMPLOYEES’ SECURITIES COMPANY III LLC
		
	By:	 	  

		 	Name:
		 	Title:









 
			
	THL FUND VI (ALTERNATIVE) CORP.
		
	By:	 	  

		 	Name:
		 	Title:
	
	THL COINVESTMENT PARTNERS, L.P.
		
	By:	 	  

		 	Name:
		 	Title:
	
	THL EQUITY FUND VI INVESTORS (VNU), L.P.
		
	By:	 	  

		 	Name:
		 	Title:
	
	THL EQUITY FUND VI INVESTORS (VNU) II, L.P.
		
	By:	 	  

		 	Name:
		 	Title:
	
	THL EQUITY FUND VI INVESTORS (VNU) III, L.P.
		
	By:	 	  

		 	Name:
		 	Title:
	
	THL EQUITY FUND VI INVESTORS (VNU) IV, L.P.
		
	By:	 	  

		 	Name:
		 	Title: