Director/PDMR Shareholding

RNS Number : 1439G

Reed Elsevier PLC

06 May 2011

ISSUED ON BEHALF OF REED ELSEVIER PLC AND REED ELSEVIER NV

6 May 2011

Director/PDMR Shareholdings

Reed Elsevier announces the following transactions in the securities of Reed Elsevier by its directors/PDMRs:

(a) Award of conditional matching shares granted on 5 May 2011 under the

Reed Elsevier Group plc Bonus Investment Plan 2010 ("BIP 2010")

Director

No. of Reed Elsevier PLC

matching ordinary shares awarded

No. of Reed Elsevier NV

matching ordinary shares/ADRs* awarded

Vesting

Erik Engstrom

−

61,176*

2014

Mark Armour

56,876

37,687

2014

PDMR	No. of Reed Elsevier PLC matching ordinary shares/ADRs* awarded	No. of Reed Elsevier NV matching ordinary shares awarded	Vesting
Ian Fraser	8,947	43,477	2014
Henry Udow	41,722	−	2014
Henry Udow	10,193*	−	2014
Stephen Cowden	34,079	−	2014

*Denotes award over ADRs. Each Reed Elsevier PLC ADR represents 4 Reed Elsevier PLC ordinary shares and each Reed Elsevier NV ADR represents 2 Reed Elsevier NV ordinary shares.

Vesting of awards under BIP 2010 is subject to achievement of adjusted earnings per share ("Adjusted EPS") and return on invested capital ("ROIC") post-grant performance targets over the 2011-2013 performance period, full details of which are disclosed in the Reed Elsevier 2010 Directors' Remuneration Report.

(b) Award of market price options granted on 5 May 2011 under the

Reed Elsevier Group plc Executive Share Option Scheme ("ESOS")

Director

No. of Reed Elsevier PLC options over ordinary shares granted with an exercise price of 539p per share

No. of Reed Elsevier NV options over ordinary shares granted with an exercise price of €8.969 per share

Exercisable

between

Erik Engstrom

139,146

92,953

2014 - 2021

Mark Armour

85,358

57,021

2014 - 2021

PDMR	No. of Reed Elsevier PLC options over ordinary shares granted with an exercise price of 539p per share	No. of Reed Elsevier NV options over ordinary shares granted with an exercise price of €8.969 per share	Exercisable between
Ian Fraser	41,444	27,685	2014 - 2021
Henry Udow	25,831	17,255	2014 - 2021

The exercise prices for the options noted above were determined using the closing prices of Reed Elsevier PLC ordinary shares and Reed Elsevier NV ordinary shares on the grant date.

The award of options under ESOS is subject to an Adjusted EPS pre-grant performance condition, which determines the size of the annual grant pool available for grants to all participants. In addition, vesting of options awarded to Directors is subject to a post-grant performance hurdle of Adjusted EPS growth. Full details of the pre-grant and post-grant performance conditions are disclosed in the Reed Elsevier 2010 Directors' Remuneration Report.

Reed Elsevier Group plc ESOS

PDMR	No. of Reed Elsevier PLC conditional ordinary shares awarded	No. of Reed Elsevier NV conditional ordinary shares awarded	Vesting
Henry Udow	5,166	3,451	2014

Employees, including PDMRs other than Directors, may elect to receive all or half of any award they would otherwise be eligible for under ESOS in the form of conditional shares at the ratio of 1 conditional share for 5 market value options. The share award above is pursuant to an election to receive half of the 2011 ESOS award in the form of conditional shares.

This award vests under the same terms as the awards of market value options granted to non-Directors under ESOS.

The number of conditional shares granted was determined using the closing prices of Reed Elsevier PLC and Reed Elsevier NV ordinary shares on the grant date.

(d) Award of performance shares granted on 5 May 2011 under the

Reed Elsevier Group plc Long Term Incentive Plan 2010 ("LTIP 2010")

PDMR	No. of Reed Elsevier PLC performance ordinary shares awarded	No. of Reed Elsevier NV performance ordinary shares awarded	Vesting
Ian Fraser	58,022	38,760	2014
Henry Udow	55,658	37,181	2014

Vesting of these awards is subject to achievement of Adjusted EPS, ROIC and Total Shareholder Return targets over the 2011-2013 performance period. The performance conditions (including the weighting of the individual conditions) of LTIP 2010 are aligned with those applicable to the relevant performance periods under the Reed Elsevier Growth Plan ("REGP") as disclosed in the Reed Elsevier 2010 Directors' Remuneration Report.

The number of performance shares granted was determined by reference to the closing prices of Reed Elsevier PLC and Reed Elsevier NV ordinary shares on the grant date.

Any shares required to satisfy awards referred to in (a), (c) and (d) above will be provided by the Reed Elsevier Employee Benefit Trust.

(e) Dealings in securities by PDMRs