Reed Elsevier NV Agenda Extraordinary General Shareholders Meeting

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1 Note: This agenda is a convenience document for English speaking shareholders. The official agenda has been drawn up in the Dutch language and shall be governed and construed in accordance with the laws of the Netherlands. This English translation has been made with due care but the translation of certain Dutch terms and notions may not be fully or adequately understood in translation. For that reason in case of differences the official Dutch language document shall prevail and will determine the legal position of the Company. Reed Elsevier NV Agenda Extraordinary General Shareholders Meeting Tuesday, 21 October 2014 at CET At the offices of Reed Elsevier NV 1043 NX Amsterdam The Netherlands 1

2 To the shareholders of Reed Elsevier NV Amsterdam, 8 September 2014 Extraordinary General Meeting 21 October 2014 Dear shareholder, I am pleased to invite you to the Extraordinary General Meeting (EGM) of Reed Elsevier N.V. (the Company). The EGM will be held at the offices of the Company, Radarweg 29, 1043 NX Amsterdam on Tuesday 21 October 2014 at CET. This EGM is convened to propose the cancellation of ordinary shares purchased as part of share buy-back programmes and held in treasury in order to continue to optimise the current capital structure of the Company. It is further proposed to partially amend the articles of association of the Company. If approved, the amendment will better align the rules applicable to the Company in relation to treasury stock with the rules applicable to Reed Elsevier PLC and will align the articles of association of the Company with current Dutch law. If you wish to attend the meeting, you can register in the manner described in the explanatory notes to the agenda for the EGM or on the website of Reed Elsevier. A proxy form has been sent to those shareholders that are registered in the shareholders register of the Company. There will be no electronic voting at the EGM. Proxy holders representing different shareholders who have received voting instructions such that they cannot vote all the shares which they are representing in the same manner (for, against, abstention) for each individual agenda item, will need to contact the Secretariat of the Company (see contact details at the end of this letter) no later than Tuesday 14 October 2014, CET, to enable appropriate processing of those instructions. I look forward to meeting you on 21 October Yours sincerely, Anthony Habgood Chairman of the Board Secretariat of Reed Elsevier NV P.O. Box AL Amsterdam Phone +31 (0) Fax +31 (0) RENVsecretariat@reedelsevier.com 2

3 AGENDA Extraordinary General Meeting of Shareholders of Reed Elsevier NV (the Company) to be held on Tuesday 21 October 2014 at CET at Radarweg 29, 1043 NX Amsterdam, the Netherlands 1. Opening 2. Proposal to reduce the capital of the Company by the cancellation of up to 40,000,000 of its ordinary shares held in treasury (resolution) 3. Proposal to partially amend the articles of association of the Company (resolution) 4. Any other business 5. Close of meeting 3

4 Explanatory notes to the Agenda Item 2: Proposal to reduce the capital of the Company by the cancellation of up to 40 million of its ordinary shares held in treasury (resolution) On 23 April 2014 the general shareholders meeting granted the Board the authority to acquire further shares in the Company for a period up to and including 22 October 2015 (the Repurchase Authorisation). Currently, the Company is holding approximately 75 million ordinary shares in its own share capital in treasury, which shares have been acquired by the Company over the past years by way of repurchase of shares as part of share buy-back programmes. To continue to optimise the capital structure of the Company and to create more flexibility for the Company to manage its capital structure, it is proposed to cancel ordinary shares held in treasury by the Company. Therefore, in accordance with article 11 of the Company's articles of association the Board wishes to make the following proposal to the general shareholders' meeting: It is proposed to reduce the issued capital of the Company by cancelling in total up to 40 million of its ordinary shares held by the Company in treasury (which number may include any shares the Company may purchase pursuant to the Repurchase Authorisation after the call for the EGM). Under the proposal the cancellation of shares held in treasury by the Company may be executed in parts at any time as determined by the Board. The Board shall establish the time at which the cancellation of shares is executed by depositing a declaration thereto at the trade register of the Chamber of Commerce. This declaration will state the number of ordinary shares to be cancelled at that time. Item 3: Proposal to partially amend the articles of association of the Company (resolution) In order to create more flexibility for the Company to manage its capital structure, to better align the rules applicable to treasury stock with the rules applicable to Reed Elsevier PLC and to align the articles of association of the Company with current Dutch law, the Board proposes to amend the current restriction in article 9.2 clause (b) of the articles of association that limits the nominal value of the shares that the Company may hold directly or indirectly in its aggregate nominal issued capital to 10%. In accordance with article 43 of the articles of association, the Board wishes to make the following proposal to the general shareholders' meeting: To partially amend article 9.2 of the Company's articles of association, such that clause (b) of that Article will read as follows: (b) the nominal value of the Shares or depositary receipts thereof, which the Company acquires, holds, holds in pledge or which are held by a Subsidiary, does not exceed half of the Company's issued capital. The verbatim text of the proposed amendment in Dutch (the official version) and a translation in English are available on the website of Reed Elsevier ( and at the offices of the Company. For the avoidance of doubt, also after this amendment any acquisition of shares in its capital held in treasury by the Company remains subject to authorisation by the general meeting, as set out in article 9.3 of the Company s articles of association. Adoption of the proposal further authorises each executive member of the Board and the Company Secretary to implement the proposed partial amendment to the articles of association and to represent the Company before the civil law notary. Any acquisition of shares in its capital held by the Company in treasury remains subject to the limit of acquiring up to 10% as part of the Repurchase Authorisation. 4

5 Reed Elsevier NV Extraordinary General Meeting of Shareholders 21 October 2014 Record date and notification The Board has determined that for this meeting the persons who will be considered as entitled to vote and/or attend the meeting, are those persons who are registered as such in a (sub)register designated by the Board on Tuesday 23 September 2014 (Record Date), after processing of all settlements on that date and who have made a notification in the manner set out below. The (sub)registers which have been designated as such are the records as at the Record Date of intermediaries within the meaning of the Dutch Giro Act (Wet giraal effectenverkeer). For holders of shares which are not administered via an intermediary, the designated (sub)register is the Company s register of shareholders. Holders of shares and holders of a right of pledge or a right of usufruct on such shares with voting rights administered via an intermediary who wish to attend the meeting in person or appoint a representative, must notify ABN Amro Bank N.V. (ABN AMRO) via the intermediary in which administration their relevant shares are registered. Intermediaries must submit to ABN AMRO by Tuesday 14 October 2014 at 5.00 pm CET at the latest, for each shareholder concerned (or person entitled to vote) a statement that it wishes to attend the meeting including the number of shares notified for registration and held by the relevant shareholder at the Record Date. The shareholder will receive a confirmation of its notification for the meeting, including the number of shares registered for the meeting. This will serve as an admission certificate and upon submission thereof prior to the EGM on 21 October 2014, the shareholder or respectively, its representative will be given access to the meeting. Holders of registered shares and holders of a right of pledge or a right of usufruct on such shares with voting rights who are registered in person in the register of shareholders of the Company at 5pm CET as of the Record Date who wish to attend the meeting in person or appoint a representative, will be entitled to attend the EGM if they have notified the Board of the Company by Tuesday 14 October 2014 at 5.00 pm CET in writing or electronically (see contact details below) of their attendance. They will receive confirmation of their notification from the Company. This will serve as an admission certificate and upon submission thereof prior to the EGM on 21 October 2014, the shareholder or respectively its representative will be given access to the meeting. Representation by proxy Subject to compliance with the above provisions, shareholders can attend and vote at the EGM in person or by proxy. Proxies need to be in writing (form available free of charge on and should at the discretion of the Company sufficiently identify the shareholder and the proxy holder and the number of shares for which the proxy holder will represent the shareholder at the EGM. In order to give proxy and voting instructions, the shareholder (a) must have registered its shares as set out above and (b) must ensure that the proxy will be received by the Company (see contact details below) no later than Tuesday 14 October 2014 at 5.00 pm CET. Proxy holders representing multiple shareholders whose voting instructions require that they cannot vote individual agenda items similarly for all shares which they represent (for, against, abstain), shall need to contact the Company Secretariat (see contact details below) no later than Tuesday 14 October 2014 at 5.00 pm CET, in order to procure appropriate processing of their instructions at the EGM. Holders of shares who will not be attending the meeting in person may also give proxy to the Company Secretary or cast their votes on-line via the ABN AMRO e-voting system up until Tuesday 14 October 2014 at 5.00 pm CET. For further information, please visit Attendees may be asked for identification prior to being admitted. Amsterdam, 8 September 2014 the Board 5

6 Communication with the Company regarding the above information through: Company Secretariat Reed Elsevier NV +31 (0) P.O. Box 470, 1000 AL Amsterdam, the Netherlands Travel directions Reed Elsevier is easy to reach by public transport. From Sloterdijk station Reed Elsevier is at 15 minutes walking distance from Sloterdijk station. Kindly please note that the crossing Basisweg/Radarweg is closed due to road works. The walking route to Radarweg is shown by yellow signs. Trains, the metro, trams and buses stop at Sloterdijk station. By car Please note that the crossing Basisweg/Radarweg is closed for all traffic due to road works. Exit S102 on the A10 is closed. The alternative route advised takes about 20 minutes longer than usual. Travel by public transport is recommended. Coming from the direction Amsterdam Zuid, Amersfoort Utrecht and The Hague it is recommended to take exit S103 and to follow the yellow signs. Coming from the direction Purmerend/Zaandam it is recommended to take exit S101 (Westpoort) immediately after the Coentunnel. Turn left at the bottom of the exit and take a right turn at the traffic lights (2x). Across the railway crossing take the first turn left and follow the yellow signs. Parking at Reed Elsevier Limited parking space is available at Reed Elsevier. Please provide notification in advance that parking space is requested on +31 (0) Unfortunately we cannot guarantee that parking space will be available. Paid parking is available at Sloterdijk station. 6

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