VNU HOLDS 2006 ANNUAL GENERAL MEETING

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Overig advies 13/06/2006 19:05
New Supervisory Board Members Appointed as Aad Jacobs Steps Down as Chairman;
Rob Ruijter Named Interim CEO, Succeeding Rob van den Bergh
Haarlem, the Netherlands – VNU N.V. (ASE: VNU), a leading global information and media company, held its 2006 Annual General Meeting (AGM) in Amsterdam today and announced that new Supervisory Board members and an interim CEO were appointed.

VNU is majority owned by Valcon Acquisition B.V. (Valcon), which declared its public offer for VNU unconditional on May 21, 2006. On June 9, 2006, Valcon announced that 98.97% of the total outstanding and issued share capital of VNU had been tendered or otherwise committed to Valcon as of the end of the post-acceptance period on June 9, 2006. Valcon said it intends to initiate a squeeze- out procedure, as referred to in article 2:92a of the Dutch Civil Code, to acquire all remaining shares held by minority shareholders. More information on this procedure will be announced separately. VNU’s shares will be de-listed from Euronext Amsterdam on July 11, 2006, with the last day of trading on July 10, 2006.

Changes to the Supervisory Board
At the conclusion of today’s AGM at the RAI Congress Centre, Mr. A.G. Jacobs stepped down as chairman of the Supervisory Board, as expected. Also stepping down from the Supervisory Board were Mr. F.L.V. Meysman, the vice chairman, along with Messrs. J.L. Brentjens, R. Dahan, P.A.F.W. Elverding and A. van Rossum. Mr. G.S. Hobbs, a VNU Supervisory Board member since 2004 who is independent from Valcon, remains on the Supervisory Board, and the following new members were appointed:

Mr. I. Leigh (representative of AlpInvest Partners N.V.);
Mr. M.S. Chae (representative of The Blackstone Group L.P.);
Mr. R. Reid (representative of The Blackstone Group L.P.);
Mr. M.J. Connelly (representative of The Carlyle Group);
Mr. E.P.S. Merrill (representative of The Carlyle Group);
Mr. P. Healy (representative of Hellman & Friedman LLC);
Mr. A. Navab (representative of Kohlberg Kravis & Roberts & Co., L.P.);
Mr. S. Brown (representative of Kohlberg Kravis & Roberts & Co., L.P.);
Mr. S.A. Schoen (representative of Thomas H. Lee Partners);
Mr. G.R. Taylor (representative of Thomas H. Lee Partners); and
Mr. D.G. Eustace (who is independent within the meaning of the Dutch Corporate Governance Code and is independent from Valcon).
The changes to the Supervisory Board were effective immediately following the conclusion of today’s AGM.

Ruijter Appointed Interim CEO
VNU also announced today that the Supervisory Board has named Rob Ruijter interim chief executive officer, effective immediately. Mr. Ruijter succeeds Rob van den Bergh, who, as expected, stepped down from his position as CEO and a member of the Executive Board at the conclusion of the meeting. Mr. Ruijter will serve as interim CEO while the company continues its search for a permanent CEO. In addition to his new role, Mr. Ruijter will retain his current responsibilities as chief financial officer of VNU.

Mr. Ruijter joined VNU as a member of the Executive Board in December 2004, and was appointed CFO on January 1, 2005. Previously, Mr. Ruijter held the position of CFO at KLM Royal Dutch Airlines, Baan Company and Philips Lighting.

Other Business
All other shareholder proposals, which can be found at www.vnu.com/cg/shareholdersMeeting, were adopted during today’s meeting.




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