DIRECTORS’ REMUNERATION REPORT The interests of the directors of Reed Elsevier PLC and Reed Elsevier NV in the issued share capital of the respective companies at the beginning and end of the year are shown below: (i) At date of appointment as a director, if later (ii) At date of resignation as a director. Any ordinary shares required to fulfil entitlements under nil cost share option grants are provided by the Employee Benefit Trust (“EBT”) from market purchases. As a potential beneficiary under the EBT in the same way as other employees of Reed Elsevier, each executive director is deemed to be interested in all the shares held by the EBT which, at 31 December 2003, amounted to 6,383,333 Reed Elsevier PLC ordinary shares and 1,327,777 Reed Elsevier NV ordinary shares. There have been no changes in the interests of the directors in the share capital of Reed Elsevier PLC or Reed Elsevier NV since 31 December 2003. Approved by the board of Reed Elsevier Group plc on 18 February 2004 Chairman of the Remuneration Committee Approved by the board of Reed Elsevier PLC on 18 February 2004 Non-executive director Approved by the combined board of Reed Elsevier NV on 18 February 2004 Member of the supervisory board (c) Interests in shares Rolf Stomberg Rolf Stomberg Rolf Stomberg 38 REED ELSEVIER ANNUAL REPORTS & FINANCIAL STATEMENTS 2003 Reed Elsevier PLC ordinary shares Reed Elsevier NV ordinary shares 1 January 31 December 1 January 31 December 2003 (i) 2003 2003 (i) 2003 G J A van de Aast – – 12,500 19,684 M H Armour 22,500 31,738 2,500 22,284 G J de Boer Kruyt – – – – J F Brock 3,000 3,000 – – C H L Davis 115,571 450,293 81,553 282,704 M W Elliott – – – – C J A van Lede – – 11,100 11,100 A Prozes 63,497 96,525 44,400 67,774 D E Reid – – – – Lord Sharman – – – – R W H Stomberg – – – – M Tabaksblat – – 8,000 8,000 P Tierney – 12,000 – 8,000 D J Haank (resigned 18 June 2003) – – (ii) 31,880 38,735 (ii) R J Nelissen (resigned 8 April 2003) – – (ii) 5,000 5,000 (ii) S Perrick (resigned 8 April 2003) – – (ii) 4,000 4,000 (ii)