(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

85 Broad Street

New York, New York 10004

(646) 654-5000

Nielsen House

John Smith Drive

Oxford

Oxfordshire, OX4 2WB

United Kingdom

+1 (646) 654-5000

Title of securities to be

registered (1)(2)

Amount

to be

registered (1)

Proposed

maximum
offering price

per share (2)

Proposed

maximum

aggregate

offering price (2)

Covers 7,200,000 shares of common stock, par value €0.07 per share (the “Common Stock”) of Nielsen Holdings plc (“Nielsen” or the “Company”) to be issued under the Nielsen 2019 Stock Incentive Plan (the “Plan”). In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Plan.

Computed pursuant to Rule 457(c) and 457(h) of the Securities Act, solely for the purpose of determining the amount of the registration fee, based upon the average of the high and low prices reported for the Company’s Common Stock on the New York Stock Exchange on June 4, 2019.

Incorporation of Documents by Reference.

the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the Commission on February 28, 2019;

the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, filed with the Commission on April 30, 2019;

the Company’s Current Reports on Form 8-K filed with the Commission on March 4, 2019 and May 23, 2019; and

the description of the Company’s Common Stock contained in the Company’s Registration Statement on Form 8-A filed with the Commission on January 20, 2011 pursuant to Section 12(b) of the Securities Act, including any amendments or supplements thereto, as updated by the description of the Company’s Common Stock contained in the Company’s Current Report on Form 8-K filed with the Commission on September 1, 2015.

Description of Securities.

Interests of Named Experts and Counsel.

Indemnification of Directors and Officers.

purchase and maintain director and officer insurance (the “D&O Insurance”) against any liability arising in connection with any negligence, default, breach of duty or breach of trust owed to the company. D&O Insurance generally covers costs incurred in defending allegations and compensatory damages that are awarded. D&O Insurance will not cover damages awarded in relation to criminal acts, intentional malfeasance or other forms of dishonesty, regulatory offences or excluded matters such as environmental liabilities. In relation to these matters, D&O Insurance generally only covers defense costs, subject to the obligation of the director or officer to repay the costs if an allegation of criminality, dishonesty or intentional malfeasance is subsequently admitted or found to be true;

provide a qualifying third party indemnity provision (the “QTPIP”). This permits a company to indemnify its directors and certain officers (and directors and certain officers of an associated company) in respect of proceedings brought by third parties (covering both legal costs and the amount of any adverse judgment, except for: the legal costs of an unsuccessful defense of criminal proceedings or civil proceedings brought by the company itself, fines imposed in criminal proceedings and penalties imposed by regulatory bodies). The Company can therefore indemnify directors and certain officers against such third party actions as class actions or actions following mergers and acquisitions or share issues; and

make advancements to a director or certain officers in respect of defense costs in relation to civil and criminal proceedings against him or her (even if the action is brought by the company itself). This is subject to the requirement for the director or officer to reimburse the company if the defense is unsuccessful. However, if the company has a QTPIP in place whereby the director or officer is indemnified in respect of legal costs in civil proceedings brought by third parties, then the director or officer will not be required to reimburse the company as the cost of the loan can be paid under the QTPIP.

Exemption from Registration Claimed.

Exhibits.

Undertakings.

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

To include any prospectus required by Section 10(a)(3) of the Securities Act;

To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

Signature

Title

Date

/s/ David Kenny

/s/ David J. Anderson

/s/ James A. Attwood, Jr.

/s/ Guerrino De Luca

/s/ Karen M. Hoguet

/s/ Harish Manwani

/s/ Robert C. Pozen

/s/ David Rawlinson

/s/ Javier G. Teruel

/s/ Lauren Zalaznick

/s/ Emily Epstein

CLIFFORD CHANCE LLP

10 UPPER BANK STREET

LONDON

E14 5JJ

TEL +44 20 7006 1000

FAX +44 20 7006 5555

DX 149120 CANARY WHARF 3

www.cliffordchance.com

We are acting on the instructions of Nielsen Holdings plc (the “Company”) in connection with the registration under the US Securities Act of 1933 (the “Securities Act”) on a registration statement on Form S-8 (the “Form S-8”) of 7,200,000 ordinary shares each in the Company with a nominal value of EUR 0.07 per share (the “Shares”) to be issued under the Nielsen 2019 Stock Incentive Plan (the “Plan”).

For the purposes of issuing this letter, we have reviewed only the documents referred to in the Appendix to this letter (the “Documents”).

The opinions set out in this letter (which are strictly limited to the matters stated herein and are not to be read as extended, by implication or otherwise, to any other matters) relate only to English law as applied by the English courts as at today’s date. This letter expresses no opinion on the laws of any other jurisdiction and is governed by English law.

On the basis of our understanding of the Documents and the assumptions and subject to the reservations set out below, we are of the opinion that:

the Company is a public company limited by shares and has been duly incorporated under English law; and

subject to and upon the Shares being duly allotted and issued by the Company to participants in the Plan, the Shares will be duly and validly authorised and issued, fully paid and no further contributions in respect of such Shares will be required to be made to the Company by the holders thereof in respect of the issue of such Shares by reason solely of their being such holders.

The opinions set out in paragraph 4 are based upon the following assumptions (made without investigation):

that all copy Documents supplied to us are complete, up-to-date, authentic and accurate and conform to the originals which themselves are genuine and that all signatures, stamps and seals thereon are genuine;

that each party to the Documents has the capacity, power and authority to enter into and to exercise its rights and to perform its obligations under such Documents;

that the rules of the Plan which we have examined are in force, were validly adopted by the Company and have been and will be operated in accordance with their terms;

that the Shares will, before allotment or issue, have been fully paid up in accordance with the Companies Act 2006;

that the Shares have been and will be issued or transferred in accordance with the rules of the Plan;

that any representation, warranty or statement of fact or law, other than as to the laws of England, made in any of the Documents is true, accurate and complete;

that all resolutions of the board of directors and/or of the committees required to approve or operate the Plan (including in respect of the allotment and issue of Shares) were duly passed at properly convened meetings of duly appointed directors or, as the case may be, duly appointed committees of directors and/or properly convened meetings of the relevant trustee (or in the case of written resolutions, were duly adopted) and that such resolutions have not been amended or rescinded and are and will remain in full force and effect;

that all resolutions of the shareholders of the Company required to authorise the allotment of the Shares or approve the Plan were duly passed and at properly convened meetings of the shareholders of the Company and have not been amended or rescinded and are and will remain in full force and effect;

that there has been no alteration in the status or condition of the Company since a search carried out at the Companies House of England and Wales on 7 June 2019 at 10:00 a.m. and an enquiry by telephone in respect of the Company at the Central Index of Winding Up Petitions on 7 June 2019 at 10:20 a.m.. However, it is our experience that such searches may be unreliable. In particular, they are not conclusively capable of disclosing whether or not insolvency proceedings have been commenced in England nor do they indicate whether or not insolvency proceedings have been commenced elsewhere;

that each director of the Company has disclosed any interests which he may have in the Plan in accordance with the provisions of the Companies Act 2006 and the articles of association of the Company;

that each director of the Company (and each member of any relevant committee) discharged his fiduciary duty owed to the Company and acted honestly and that each relevant trustee discharged its fiduciary duties and acted honestly;

that the offering or award of Shares under the Plan has been duly authorised by, and has and will be made in accordance with, the relevant Documents;

that there have been no amendments to the articles of association of the Company referred to in the Appendix; and

that save for the Documents, there is no other document or arrangement which modifies or supersedes any of the Documents.

We express no opinion as to any agreement, instrument, document or matter other than as specified in this letter. We have not been responsible for investigation or verification of statements of fact (including statements as to foreign law).

This letter is given solely for the purposes of the Company filing the Form S-8 and for the information of the persons to whom it is addressed and may not be relied upon for any other purpose or disclosed to or relied upon by any other person without our prior written consent. Furthermore this letter is given on the basis that any limitation on the liability of any other person to the persons to whom this letter is addressed, whether or not we are aware of that limitation, will not adversely affect our position in any circumstances.

We hereby consent to the filing of this opinion with the U.S. Securities and Exchange Commission (the “Commission”) as an exhibit to the Form S-8 relating to the Shares. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. Save as aforesaid, this opinion is addressed to the Company on the understanding that it may not be transmitted to any person for any purpose or quoted or referred to in any other public document or filed with any other government agency or other person without our prior consent.

The draft Form S-8

The current articles of association of the Company

A certificate signed by the Company Secretary attesting that the Plan was approved by the board of the Company at its meeting on 21 February 2019

The public announcement that the shareholder resolution approving the Plan was passed at the annual general meeting held on 21 May 2019

The rules of the Plan

The searches referred to in paragraph 5(i) of this Legal Opinion