This document is important and requires your immediate attention If you are in any doubt as to what action you should take, you should consult immediately with your stockbroker, bank manager, solicitor, accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all your shares in Reed Elsevier PLC, please send this Notice of Annual General Meeting and accompanying documents to the stockbroker, or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. A Form of Proxy for the Annual General Meeting is enclosed and should be completed and returned so as to reach the company’s Registrar by no later than 11.00 am on Monday 21 April 2008. Completion and return of the Form of Proxy will not prevent you from attending and voting at the meeting in person, should you wish. Alternatively, you can register your proxy vote electronically, either by means of a website provided by the company’s Registrar at www.sharevote.co.uk, or by using the service provided by Euroclear UK & Ireland Limited. Further details are given in the notes to the attached Notice of Annual General Meeting. Reed Elsevier PLC Notice of Annual General Meeting to be held at the Millennium Hotel, Grosvenor Square, London, W1K 2HP on Wednesday, 23 April 2008 at 11.00 am 2 Notice of Annual General Meeting To the holders of Reed Elsevier PLC ordinary shares Dear Shareholder, Annual General Meeting 2008 Introduction I am pleased to invite you to the Annual General Meeting of the company for 2008, which will be held on Wednesday, 23 April 2008 at 11.00 am in the Ballroom at the Millennium Hotel, Grosvenor Square, London, W1K 2HP. Dividend The company will be reinstating the Dividend Reinvestment Plan (“DRIP”) for the 2007 final dividend payment of 13.6p per share, payable on 16 May 2008. Shareholders who elected to reinvest their 2007 interim dividend, and who wish to reinvest their 2007 final dividend, need take no action. The closing date for withdrawing a previous dividend reinvestment election, or making a new election, is 2 May 2008. Further information concerning the DRIP appears on page 191 of the Reed Elsevier Annual Reports and Financial Statements 2007. Board appointments Sir Crispin Davis, Andrew Prozes, Lisa Hook and Gerard van de Aast will retire from the board by rotation at the Annual General Meeting and, being eligible, offer themselves for re-election. Biographical information concerning the directors seeking re-election appears on page 7. During the year the Corporate Governance Committee conducted a review of the functioning and constitution of the boards and their committees, and also retained external consultants to conduct a board effectiveness review. Based on these assessments and the board effectiveness review, the Nominations Committee believes that the performance of each director seeking re-election at the Annual General Meeting continues to be effective, and that they each demonstrate commitment to their respective roles in Reed Elsevier. Accordingly, the Nominations Committee recommends the re-election of each director. Special Business Resolutions The Notice of Meeting on pages 8 and 9 sets out, in addition to the items of routine business, the items of special business to be considered at the Annual General Meeting. These items are noted below and explained in more detail on pages 4 to 6. Directors’ Remuneration Report (Resolution 2) In accordance with legislation, shareholders are given the opportunity to vote on the Remuneration Report. In line with the legislation, this vote will be in respect of the content of the Remuneration Report and not specific to any director’s level or terms of remuneration, and will be advisory in nature. Authority to allot and purchase own shares (Resolutions 10, 11 and 12) These items relate to the renewal of the authority previously approved by shareholders to permit the directors, subject to the limits described in the individual Resolutions, to: – allot the unissued share capital in the company; – allot equity securities for cash on a non pre-emptive basis; and – make market purchases of the company’s shares (with the ability to hold the purchased shares in treasury). If approved by shareholders, Resolution 12 will enable the company to continue to operate the annual share repurchase programme, which commenced in 2006. The repurchase of shares in the company and Reed Elsevier NV will reflect the equalisation ratio. Articles of Association (Resolution 13) Resolution 13 concerns the proposed adoption of new Articles of Association, primarily to implement the phased introduction of the Companies Act 2006. The new Articles of Association will, if approved, come into effect in two stages and will allow the company, inter alia, to take advantage of recent legislation regarding electronic communications with shareholders and to take account of other changes in company law. The first group of Notice of Annual General Meeting 3 amendments will come into effect upon approval of the Resolution, to reflect changes in legislation which are already effective. The second group of amendments reflect changes in legislation that will become effective on 1 October 2008. Electronic communications The company is already making use of electronic communications through publishing its results announcements and presentations, trading updates and other important announcements and corporate governance documents concerning Reed Elsevier on its website, www.reedelsevier.com. Many of the company’s shareholders already find it more convenient to access shareholder information by means of the company’s website, and have registered an email address with the company’s Registrar so that they may be advised when shareholder documents have been posted on the company’s website. Increased use of electronic communications, which will be made possible as a result of the changes to the Articles of Association proposed in Resolution 13, will deliver savings to the company in terms of administration, printing and postage costs. It will also speed up the communication of information to shareholders, whilst at the same time delivering significant environmental benefits through reduced use of paper and the energy required for its production and distribution. Any shareholder who prefers to receive shareholder communications in the traditional paper form will still be able to do so. Recommendation Your board considers that the proposed Resolutions set out in the Notice of Meeting are in the best interests of the company and the shareholders as a whole. Accordingly, they unanimously recommend you to vote in favour of each Resolution, as they themselves intend to do in respect of their own shareholdings in the company. Voting procedures Enclosed with the Notice of Meeting is a Form of Proxy. Whether or not you plan to attend the Annual General Meeting, I would ask you to complete the Form of Proxy and return it to the company’s Registrar at the address shown on the Form of Proxy. Alternatively, a proxy vote may be submitted via the Internet at www.sharevote.co.uk or, if you are a user of the CREST system, via the Crest electronic proxy appointment service. Further information concerning the appointment of a proxy is set out on pages 10 and 11. All Resolutions proposed at the meeting will be decided by poll. This reflects best corporate governance practice and will ensure that shareholders who are not able to attend the Annual General Meeting, but who have appointed proxies, have their votes fully taken into account. Yours sincerely Jan Hommen Chairman 20 March 2008 4 Notice of Annual General Meeting Explanation of items of special business to be proposed at the 2008 Annual General Meeting Resolution 2 – Directors’ Remuneration Report Under the Directors’ Remuneration Report Regulations 2002, shareholders are given the opportunity to vote on the Directors’ Remuneration Report. In line with the legislation, this vote will be in respect of the content of the Remuneration Report and not specific to any director’s level or terms of remuneration, and will be advisory in nature. The Directors’ Remuneration Report is contained in the Annual Reports and Financial Statements 2007. Resolution 10 – Allotment of shares This Resolution renews the authority of the directors previously approved by shareholders to allot shares up to the amount of the authorised but unissued share capital in the company, which at 3 March 2008 stood at £20.3 million, representing 12.4% of the total issued ordinary share capital (excluding treasury shares) of the company. Although at present the directors have no intention of exercising the authority, it is considered prudent to maintain the flexibility it provides. Resolution 11 – Disapplication of pre-emption rights This Resolution renews the authority of the directors previously approved by shareholders to allot equity securities for cash without first being required to offer such securities to the then existing shareholders pro rata to their holdings. The first part of the authority relates to the issue of securities of up to a nominal amount of £8 million, representing less than 5% of the company’s issued ordinary share capital. Companies are generally able to allot equity securities for cash in order to satisfy entitlements under their share option schemes without those securities being counted towards that company’s normal 5% disapplication limit. However, as a consequence of the merger of the Reed Elsevier PLC and Reed Elsevier NV businesses in 1993, employees of the company and its subsidiaries became employees of either Reed Elsevier Group plc or a Reed Elsevier participating company. This has the effect that equity securities issued by the company under the Reed Elsevier Group plc share option schemes (which were introduced to operate in place of the schemes operated by the company prior to the merger and which have been approved by shareholders) must, as a matter of law, be counted towards the company’s disapplication limit.