FINAL TERMSPROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Notes are not intended to be offered, soldor otherwise made available to and should not be offered, sold or otherwise made available to any retail investor
in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (ormore) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFIDII”); (ii) a customer within the meaning of Directive 2016/97/EU (as amended, the “Insurance DistributionDirective”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1)of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the “ProspectusRegulation”). Consequently no key information document required by Regulation (EU) No 1286/2014 (the“PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors inthe EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to anyretail investor in the EEA may be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Notes are not intended to be offered, soldor otherwise made available to and should not be offered, sold or otherwise made available to any retail investor
in the United Kingdom (“UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) aretail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic lawby virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); (ii) a customer within the meaning of theprovisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97,
where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation(EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as
defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA.
Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part ofdomestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise
making them available to retail investors in the UK has been prepared and therefore offering or selling the Notesor otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPsRegulation.
MIFID II product governance / Professional investors and ECPs only target market – Solely for the purposesof each manufacturer’s product approval process, the target market assessment in respect of the Notes has led tothe conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, eachas defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional
clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a “distributor”)
should take into consideration the manufacturers’ target market assessment; however, a distributor subject toMiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either
adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution
channels.
UK MIFIR product governance / Professional investors and ECPs only target market – Solely for thepurposes of the manufacturer’s product approval process, the target market assessment in respect of the Notes has
led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA
Handbook Conduct of Business Sourcebook (“COBS”), and professional clients, as defined in Regulation (EU)No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”)(“UK MiFIR”); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clientsare appropriate. Any person subsequently offering, selling or recommending the Notes (a “distributor”) shouldtake into consideration the manufacturer’s target market assessment; however, a distributor subject to the FCA
Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product GovernanceRules”) is responsible for undertaking its own target market assessment in respect of the Notes (by either adoptingor refining the manufacturer’s target market assessment) and determining appropriate distribution channels.
Notification under Section 309B(1)(c) of the Securities and Futures Act 2001 (2020 Revised Edition) ofSingapore, as modified or amended from time to time (the SFA) – In connection with Section 309B of theSFA and the Securities and Futures (Capital Markets) Regulations 2018 of Singapore (the “CMP Regulations2018”), the Issuer has determined the classification of the Notes as prescribed capital markets products (as definedin the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Noticeon the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendation on Investment
Products).

1

9 June 2023
Universal Music Group N.V.
Legal entity identifier (“LEI”): 724500GJBUL3D9TW9Y18
Incorporated in the Netherlands as a public limited liability company(naamloze vennootschap) with its corporate seat in Amsterdam, the Netherlands
Issue of EUR 750,000,000 4.000% Senior Notes due 13 June 2031
under the Euro Medium Term Note Programme
PART A – CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the baseprospectus dated 23 May 2023 which constitutes a base prospectus for the purposes of the Prospectus Regulation(the “Base Prospectus”). This document constitutes the Final Terms of the Notes described herein which havebeen prepared for the purposes of the Prospectus Regulation and must be read in conjunction with such Base
Prospectus in order to obtain all the relevant information. The Base Prospectus and the Final Terms have been
published on https://investors.universalmusic.com/.
1.

Issuer:Universal Music Group N.V.

2.

(i)

Series Number:3(ii)Tranche Number:

1(iii)

Date on which the Notes will beconsolidated and form a single
Series:Not Applicable3.

Specified Currency or Currencies:

4.

Aggregate Nominal Amount:

Euro (EUR) (€)(i)

Series:EUR 750,000,000(ii)Tranche:EUR 750,000,000
99.376 per cent. of the Aggregate Nominal Amount5.

Issue Price of Tranche:

6.

(a)

Specified(b)Calculation Amount

EUR 1,000(i)Issue Date:13 June 2023

(ii)

Interest Commencement Date:

Issue Date

7.

Denominations:

EUR 100,000 and integral multiples of EUR 1,000 in excess
thereof up to and including EUR 199,000. No Notes indefinitive form will be issued with a denomination above
EUR 199,000

8.

Maturity Date:

13 June 2031

9.

Interest Basis:4.000 per cent. Fixed Rate (see paragraph 15 below)

10.

Redemption/Payment Basis:

Subject to any purchase and cancellation or early
redemption, the Notes will be redeemed on the Maturity
Date at 100 per cent. of their nominal amount

11.

Change of Interest Basis

Not Applicable

12.

Put/Call Options:Issuer Refinancing Call

2Issuer Make-whole Redemption Call
Issuer Residual Call
Investor Put – Change of Control(see paragraphs 19, 20, 21 and 22 below)
13.

14.

(i)

Status of the Notes:

Senior(ii)Date corporate approval for
issuance of Notes obtained:

22 May 2023

Method of distribution:

SyndicatedProvisions Relating to Interest (if any) Payable
15.

Fixed Rate Note Provisions

Applicable(i)Rate of Interest:

4.000 per cent. per annum payable in arrear on each Interest
Payment Date(ii)Interest Payment Date:

13 June in each year, commencing on 13 June 2024, up toand including the Maturity Date(iii)

FixedCoupon(Applicabletodefinitive form)

EUR 40.00 per Calculation Amount(iv)

Broken Amount:

Not Applicable(v)

Day Count Fraction:

Actual/Actual (ICMA)(vi)

Determination Date:

13 June in each year

Amount:Notesin16.

Floating Rate Note Provisions

Not Applicable

17.

Zero Coupon Note Provisions

Not Applicable

18.

Issuer Call:

Not Applicable

19.

Issuer Refinancing Call:

Applicable(i)DatefromwhichIssuer
Refinancing Call may be
exercised:13 March 2031

(ii)

Notice period (if other than setout in the Conditions):

As per Conditions

20.

Make-whole Redemption Call

Applicable(i)

Notice period (if other thanset out in the Conditions):

As per Conditions(ii)

Parties to be notified by Issuerof Make-whole Redemption
DateandMake-whole
Redemption
Amountinaddition to those set out inCondition 6(c)(C):Not Applicable21.

(iii)

Discounting basis for purposesof calculating sum of thepresent values of the Remaining
scheduledpayments
ofprincipal and interest on
Redeemed Notes in thedetermination
oftheMake-whole
Redemption
Amount:Annual(iv)Make-whole
Margin:0.30 per cent.

(v)

Quotation Agent

Any of the Managers (as set out under paragraph 7 of PartB) or any other international credit institution or financial
services institution appointed by the Issuer as Quotation
Agent.

(vi)

Reference Dealers:

BNP Paribas
BofA Securities Europe SA
Crédit Agricole Corporate and Investment Bank
Goldman Sachs Bank Europe SE
ING Bank N.V.
Mizuho Securities Europe GmbHor any other international credit institution or financial
services institution appointed by the Quotation Agent(vii)

Reference Security:

DBR 0 02/15/31 (ISIN: DE0001102531)

Redemption

Issuer Residual Call

Applicable(i)

Notice period (if other thanset out in the Conditions):

As per Conditions(ii)

Outstanding aggregate nominal
amount threshold (if other thanset out in the Conditions):

As per Conditions

22.

Investor Put – Change of Control:

Applicable

23.

Final Redemption Amount:

EUR 1,000 per Calculation Amount24.

Early Redemption Amount payable on
redemption for taxation reasons or on
event of default:

EUR 1,000 per Calculation Amount

General Provisions Applicable to the Notes
24.

Form of Notes:
Bearer Notes
(i)

Form

Temporary Bearer Global Note exchangeable for aPermanent Bearer Global Note, which is exchangeable forDefinitive Bearer Notes only upon an Exchange Event,subject to mandatory provisions of applicable laws andregulations.

(ii)New Global Note

Yes(iii)

New Safekeeping Structure

No

25.

Additional Financial Centre(s) or otherspecial provisions relating to Payment
Dates:

London26.

Talons for future Coupons to be
attached to Definitive Notes (anddates on which such Talons mature):

No

27.

For the purposes of Condition 13,
notices to be published in the FinancialTimes:

No28.

Condition 7(a) or 7(b) of the Notes
applies:

Condition 7(b) applies and Condition 6(b) applies[Signature page below]

Signed on behalf of Universal Music Group N.V.
By: /s/ Boyd Muir........................................................
Duly authorised

PART B – OTHER INFORMATION
1.

2.

LISTING AND ADMISSION TO TRADING(i)Listing and Admission totrading

Application has been made by the Issuer (or on its behalf)
for the Notes to be admitted to trading on the regulated
market of Euronext Amsterdam with effect from 13 June
2023.

(ii)

Estimate of total expenses
related to admission totrading

EUR 8,000

RATINGS
The Notes to be issued have been rated Baa1 by Moody’s
Investors Service Espana, S.A. (“Moody’s”) and BBB by
S&P Global Ratings Europe Limited (“S&P”).

Ratings:

Each of Moody’s and S&P is established in the European
Union and is registered under Regulation (EC) No.
1060/2009 (as amended) (the “CRA Regulation”).

3.

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved in the issueof the Notes has an interest material to the offer. The Managers/Dealers and their affiliates have engaged,and may in the future engage, in lending, in investment banking and/or commercial banking transactions
with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business.

4.

5.

REASONS FOR THE OFFER AND ESTIMATED NET PROCEEDS(i)

Reasons for the offer:

Refinancing of existing indebtedness, which may be payable tocertain of the Managers, and paying transaction fees andexpenses(ii)

Estimated net proceeds:

EUR 742,320,000

YIELD (Fixed Rate Notes only)
Indication of yield:

4.093 per cent. per annum
The yield is calculated at the Issue Date on the basis of theIssue Price. It is not an indication of future yield.

6.

OPERATIONAL INFORMATION
(i)

ISIN:

XS2631848665(ii)

Common Code:263184866

(v)

CFI:

DTFXFB

(vi)

FISN:

UNIVERSAL MUSIC/1EMTN 20310613(vii)

Any clearing systems(s)other than Euroclear Bank

Not ApplicableSA/NV and Clearstream
Banking, S.A. and therelevantidentification
number(s):7.

(viii)

Delivery:

Delivery against payment(ix)

Names and addresses ofadditional Paying Agent(s)(if any)

Not Applicable(x)Intended to be held in amanner which would allow
Eurosystem eligibility:

Yes
Note that the designation “yes” simply means that theNotes are intended upon issue to be deposited with oneof the ICSDs as common safekeeper and does notnecessarily mean that the Notes will be recognised as
eligible collateral for Eurosystem monetary policy andintra-day credit operations by the Eurosystem either
upon issue or at any or all times during their life. Such
recognition will depend upon satisfaction of theEurosystem eligibility criteria.

OPERATIONAL INFORMATION(i)If syndicated, names ofManagers:

BNP Paribas
BofA Securities Europe SA
Crédit Agricole Corporate and Investment Bank
Goldman Sachs Bank Europe SE
ING Bank N.V.
Mizuho Securities Europe GmbH
Citigroup Global Markets Europe AG
Banco Santander, S.A.
Intesa Sanpaolo S.p.A.
Mediobanca - Banca di Credito Finanziario S.p.A.
Morgan Stanley Europe SE
MUFG Securities (Europe) N.V.
NatixisSociété Générale

(ii)

Stabilisation Manager (ifany):

BNP Paribas(iii)

If non-syndicated, name of
relevant Dealer:

Not Applicable(iv)

U.S. Selling Restrictions:Reg. S Compliance Category 2; TEFRA D Rules
applicable(v)

Prohibition of Sales to
EEA Retail Investors:

Applicable(vi)

Prohibition of Sales to UK
Retail Investors:

Applicable(vii)

Prohibition of Sales to
Belgian Consumers:

Applicable