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Wolters Kluwer

Remuneration Information Jul 27, 2011

3899_rns_2011-07-27-121500_5360c52c-4811-43a3-aeda-dcf4799eb7ba.pdf

Remuneration Information

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Remuneration of the Executive Board

The Company decided to expand its existing disclosure of the cost incurred for conditional awarded shares of the Executive Board during the year. The required disclosure could be derived from the information provided in the 2010 Annual Report, but was not explicitly disclosed as required by IAS 24 paragraph 16 and section 383c Book 2 Title 9 of the Dutch Civil Code.

Therefore, the required disclosure over 2010 is presented below. As the cost incurred do not reflect the value of the vested shares, the Company also will disclose the value of the vested shares on December 31.

Remuneration of the
Executive Board
in thousands of euros
Salary Bonus Pension Social
security
Other
Benefits
Tax
gross up
2010 2009
N. McKinstry, Chairman 1,014 1,2041 27 7 291 212 2,755 2,432
B.L.J.M. Beerkens 604 654 131 8 30 - 1,427 1,341
J.J. Lynch, Jr. 490 433 12 27 27 352 1,341 1,020
Total 2,108 2,291 170 42 348 564 5,523 4,793

(1) Ms. McKinstry's compensation is €1,013,599. The bonus is calculated on a dollar denominated equivalent of total salary as: \$1,155,660 x 138.20 (equivalent to €1,204,422).

Social security costs paid by the Company in 2010 on shares that were released under LTIP are included in the remuneration. The tax gross up relates to the tax expense that was paid by the Company in 2010 relating to tax equalization for salary and benefits per the contract between the Company and Ms. McKinstry and Mr. Lynch.

The 2010 bonuses as presented above relate to the performance year 2010 and were paid in 2011. The 2010 pension contributions as presented above reflect the accrued pension cost for the financial year 2010.

The Company's cost of the LTIP is not included in the table above, but it is separately presented in the table below, as it comprises a conditional element of compensation. The table below also provides the value of the shares vested on December 31.

Incurred costs Incurred costs Value of shares Value of shares
for conditional for conditional vested on vested on
awarded shares awarded shares December 31, December 31,
for the year for the year 2010 (LTIP 2008- 2009 (LTIP 2007-
ended December ended December 10) 09)
in thousands of euros 31, 2010 31, 2009
N. McKinstry, Chairman 2,778 2,761 0 2,094
B.L.J.M. Beerkens 1,043 1,025 0 757
J.J. Lynch, Jr. 675 625 0 482
Total 4,496 4,411 0 3,333

The total costs incurred for the remuneration of the Executive Board was €10,019 and €9,204 for the year ended December 31, 2010 and 2009, respectively.

The LTIP 2008-10 vested on December 31, 2010. Total Shareholder Return (TSR) ranked tenth relative to its peer group of 15 companies, resulting in a pay-out of 0% of the conditional base number of shares awarded to the Executive Board members.

The LTIP 2007-09 vested on December 31, 2009. TSR ranked seventh relative to its peer group of 15 companies, resulting in a pay-out of 75% of the conditional base number of shares awarded to the Executive Board members. The shares were released on February 25, 2010. The volume weighted average price of the shares of Wolters Kluwer nv was €14.62 on February 25, 2010, and equaled a total number of 228,000 shares.

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