AUDIT COMMITTEE REGULATIONSUNIVERSAL MUSIC GROUP N.V.
1Introduction

1.1

These regulations (the Audit Committee Regulations) are the regulations of the audit
committee (the Audit Committee) of the board of directors (the Board) of Universal Music
Group N.V. (the Company).

1.2

Capitalized terms used but not otherwise defined in these Audit Committee Regulations havethe meaning set forth in the list of definitions included in the regulations of the Board (theRegulations).

1.3

These Audit Committee Regulations first entered into effect on September 21, 2021, weremost recently amended by the Board, effective as of December 31, 2023, and remain in fullforce and effect until amended or terminated (in whole or in part).

2General role and responsibilities

2.1

Without prejudice to the Regulations, the Audit Committee shall advise the Board in relation
to its responsibilities, shall undertake preparatory work for the Board’s decision-making
regarding the supervision of the integrity and quality of the Company’s financial andsustainability reporting and the effectiveness of the Company’s internal risk management andcontrol systems and shall prepare resolutions of the Board in relation thereto.

2.2

The Audit Committee shall in any event have the following duties and responsibilities:(a)supervising and monitoring, and discussing with and advising the Board on, theeffectiveness of the design and operation of the internal risk management and control
systems, including supervising the enforcement of all applicable laws and regulations
and supervising the effect of the Company’s code of conduct;(b)

supervising the preparation and submission of financial and sustainability informationby the Company, including supervising the choice of accounting policies, theapplication and assessment of the effects of new rules, the handling of estimated items
and forecasts and the work of the internal auditor, the External Auditor(s) and any otherexternal party involved in the auditing of the sustainability reporting;(c)supervising the compliance with recommendations, comments and observations of theinternal auditor, the External Auditor(s) and any other external party involved in theauditing of the sustainability reporting;(d)instructing the External Auditor(s) and the internal audit function to inform the
Executive Directors and the chairperson of the Audit Committee without delay if it/they
discover(s) or suspect(s) an instance of misconduct or irregularity (and if the actual or1

suspected misconduct or irregularity pertains to the functioning of a Director to report
this directly to the Chairman of the Board, and if the actual or suspected misconduct orirregularity pertains to the functioning of the Chairman of the Board to report thisdirectly to the other Directors);(e)supervising the functioning of the internal audit function, in particular consulting theinternal audit function about the internal audit plan, taking note of the findings andconsiderations of the internal audit function and giving an opinion on the way in which
the internal audit function fulfils its responsibility to the Board;(f)ensuring that the way in which the internal audit function fulfils its responsibility isassessed by an independent third party at least every five years;(g)supervising the policy of the Company on tax planning;(h)supervising the financing of the Company;(i)supervising the applications of information and communication technology, including
risks relating to cybersecurity and data protection and risks relating to new technologies;(j)maintaining frequent contact and supervising the relationship with the internal auditor,
the External Auditor(s) and any other external party involved in the auditing of thesustainability reporting;(k)

implementing the procedure for the selection of the External Auditor(s) and submittinga recommendation to the Non-Executive Directors for the (re)appointment or dismissalof the External Auditor(s) by the General Meeting, giving due consideration to the
Executive Directors’ observations of the work of the External Auditor(s);(l)

informing the Board of the outcome of the statutory audit and explaining how thestatutory audit contributed to the integrity of the financial reporting and what the role ofthe Audit Committee was in that process;(m)monitoring the financial reporting and submitting recommendations or proposals toensure its integrity;(n)determining whether and, if so, how the External Auditor(s) shall be involved in thecontent and publication of financial reports other than the Annual Accounts;(o)issuing a recommendation on the appointment and dismissal of the senior internal
auditor;(p)

submitting a proposal to the Board for the engagement of the External Auditor(s) toaudit the Annual Accounts;(q)considering and, where appropriate, approving for recommendation to the Board the2Annual Accounts, the Semi-Annual Accounts, the annual budget and major capital
expenditures of the Company.
2.3

The Audit Committee shall, in addition to the Executive Directors and the External Auditor(s),consult the internal audit function about the internal audit plan prior to the internal audit plan
being finalised.

2.4

The Audit Committee and the External Auditor(s) shall discuss the external audit plan and thefindings of the External Auditor(s) based on the work undertaken by the External Auditor(s).
The Audit Committee shall discuss with the External Auditor(s):2.5(a)

the scope and materiality of the external audit plan and the principal risks of the annual
reporting identified by the External Auditor(s) in the external audit plan; and(b)based also on the documents from which the external audit plan was developed, thefindings and outcomes of the audit work on the Annual Accounts and the management
letter.

The Audit Committee shall report to the Board on its deliberations and findings. This reportmust, at least, include the following information:(a)the methods used to assess the effectiveness of the design and operation of the internalrisk management and control systems (whether related to strategy, finance, operations,sustainability, compliance, reporting or otherwise);(b)the methods used to assess the effectiveness of the internal and external audit processes;(c)material considerations regarding the financial and sustainability reporting;(d)the way in which material risks and uncertainties have been analysed and discussed,
along with a description of the most important findings of the Audit Committee.

2.6

The Audit Committee shall report annually to the Board on the functioning of, and thedevelopments in, the relationship with the External Auditor(s), in particular its/theirindependence. The report shall address, inter alia, the desirability of rotation of partners
within, and the performance of non-auditing work by, the External Auditor(s). The selection
and recommendation as referred to in Article 2.2 under (k) will also take into account theoutcome of this report.

2.7

Unless it concerns the renewal of the audit engagement of the External Auditor(s), therecommendation as referred to in Article 2.2 under (k) shall be well-motivated and shallcontain at least two choices for the audit engagement. The Audit Committee shall express aduly justified preference for one of those choices. In its recommendation, the Audit Committee
shall state that its recommendation is free from influence by a third party and that nocontractual clauses restrict the choice by the General Meeting to certain categories or lists of3

statutory auditors or audit firms.
2.8

An audit engagement may be renewed but may not exceed a maximum duration of ten years.
The duration of an engagement shall be calculated as from the first financial year covered in
the first audit engagement letter with the relevant External Auditor(s). After any ten-year
engagement period, a mandatory cool-off period of four years applies.

2.9

Unless it concerns the renewal of the audit engagement of the External Auditor(s), therecommendation as referred to in Article 2.2 under (k) shall be prepared following a selection
procedure organised by the Company – under the responsibility of the Audit Committee –respecting the following criteria:(a)the Company shall be free to invite any statutory auditors or audit firms (which arelicensed to perform statutory audit services for public-interest entities in theNetherlands) to submit proposals provided that (i) any mandatory cool-off period shallbe observed and (ii) the organisation of the selection procedure does not in any way
preclude the participation of statutory auditors or audit firms which received less than
15% of the total audit fees from public-interest entities in the Netherlands in the previous
calendar year;(b)

the Company shall prepare tender documents for the attention of the invited statutoryauditors or audit firms. Those tender documents shall allow them to understand thebusiness of the Company and the type of statutory audit services that are to beperformed. The tender documents shall predefine transparent and non-discriminatory
selection criteria that shall be used by the Company to evaluate the proposals made by
the applicant statutory auditors or audit firms;(c)the Company shall be free to determine the selection procedure and may conduct direct
negotiations with the applicant statutory auditors or audit firms in the course of theselection procedure;(d)where the AFM requires statutory auditors and audit firms to comply with certain
quality standards, those standards shall be included in the tender documents;(e)the Company shall evaluate the proposals made by the applicant statutory auditors or
audit firms in accordance with the selection criteria predefined in the tender documents.
The Company shall prepare a report on the conclusions of the selection procedure,
which shall be validated by the Audit Committee. The Company and the Audit
Committee shall take into consideration any findings or conclusions of any inspection
report published by the AFM regarding the quality and transparency of the applicant
statutory auditors or audit firms;(f)the Company shall be able to demonstrate, upon request, to the AFM that the selection

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procedure was conducted in a fair manner.
2.10

The External Auditor(s) shall receive the financial information underlying the adoption of thequarterly or semi-annual accounts and other interim financial reports and shall be given theopportunity to respond to all information.

2.11

The External Auditor(s) or the internal audit function, as appropriate, shall inform theExecutive Directors and the chairperson of the Audit Committee without delay if, during theperformance of its/their duties, it/they discover(s) or suspect(s) an instance of misconduct orirregularity. If the actual or suspected misconduct or irregularity pertains to the functioning ofa Director, the External Auditor(s) or the internal audit function, as appropriate, shall report
this directly to the Chairman of the Board. If the actual or suspected misconduct or irregularity
pertains to the functioning of the Chairman of the Board, the External Auditor(s) or the internal
audit function, as appropriate, shall report this directly to the other Directors.

2.12

Every Non-Executive Director shall have unrestricted access to all records of the AuditCommittee.

3Composition and size Audit Committee

3.1

The Audit Committee shall consist of at least three members. More than half of the membersof the Audit Committee, including the chairperson of the Audit Committee, shall be
independent within the meaning of Article 5.6 of the Regulations.

3.2

All members of the Audit Committee must be Non-Executive Directors.

3.3

The Board shall appoint the members of the Audit Committee.

3.4

The Board may substitute the members of the Audit Committee at any time.

3.5

At least one member of the Audit Committee has competence in accounting and/or auditing.
The members of the Audit Committee as a whole shall have competence relevant to the sector
in which the Company operates.

3.6

The Audit Committee may not be chaired by the Chairman of the Board or by a former
Executive Director. The chairperson of the Audit Committee shall be designated by the Board.

3.7

Generally the term of office of a member of the Audit Committee will not be set in advance.
It will, inter alia, depend on the composition of the Board as a whole and the other Committees
from time to time.

3.8

The composition of the Audit Committee shall be mentioned in the Non-Executive Directors

5Report.
3.9

The Company Secretary shall act as the secretary to the Audit Committee.

3.10

No member of the Audit Committee may receive, directly or indirectly, any compensationfrom the Company other than the remuneration paid to Non-Executive Directors for theirservice on the Board or a Committee thereof.

3.11

The chairperson of the Audit Committee or one of the other members of the Audit Committee
shall use his/her best efforts to be available to answer questions about the Audit Committee’sactivities at the annual General Meeting.

4Meetings of the Audit Committee

4.1

The Audit Committee shall hold at least four meetings per year and whenever one or more ofits members have requested a meeting. The meetings shall generally be held at the office ofthe Company, but may also take place elsewhere or by means of a conference call, videoconference, or similar communications equipment provided that all members of the Audit
Committee participating in the meeting can communicate with each other simultaneously andnone of them has objected to this way of meeting and decision-making. Participation in ameeting held in any of the foregoing ways shall constitute presence at such meeting. Thequorum of any meeting shall be a majority of the members of the Audit Committee.

4.2

The Audit Committee shall meet with the External Auditor(s) as often as it considers
necessary, but at least once a year, outside the presence of the Executive Directors.

4.3

The chief financial officer of the Company, the Director in charge of the Company’s financial
affairs, the internal auditor and the External Auditor(s) shall in principle attend the Audit
Committee meetings, unless the Audit Committee determines otherwise. The Audit
Committee shall decide whether and, if so, when the Chairman of the Board shall attend itsmeetings.

4.4

The convocation notice of an Audit Committee meeting shall be given in writing, at such timethat all the members of the Audit Committee are given opportunity to participate in and prepare
themselves for the meeting, and ultimately eight calendar days in advance. In urgent cases, thechairperson of the Audit Committee may determine that a meeting shall be convened uponshorter notice, but in any case no later than two business days before the meeting. Any notice
convening a meeting shall contain the agenda for the meeting. The agenda shall be drawn up
by the chairperson of the Audit Committee. The other information and decision material forthe meeting shall be circulated as soon as possible, but in any case no later than two businessdays before the meeting.

4.5

The Company Secretary shall take minutes of the meetings of the Audit Committee. If theCompany Secretary is not present at the meeting, the meeting may designate another secretary.
The minutes shall be adopted in the same or a next meeting or in writing, and shall be signed
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by the chairperson of the Audit Committee and the Company Secretary or the secretary
designated by the meeting. A copy of the minutes will be shared with the Board.
4.6

If and when required, the chairperson of the Audit Committee shall provide further information
to the Board during the Board meetings on the results of the Audit Committee’s discussions.

4.7

The number of meetings of the Audit Committee and the main items discussed shall bementioned in the Non-Executive Directors Report.

5Outside advisors
The Audit Committee shall have the authority, without Board approval , to engage independent
legal counsel and other advisors where it deems such necessary or appropriate to assist it inconnection with the execution of its duties and responsibilities. The Company shall pay thefees of such legal counsel or other advisor.

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Review
The Audit Committee shall from time to time review and assess the adequacy of these Audit
Committee Regulations and recommend any proposed changes to the Board. In addition, theAudit Committee shall annually review its own performance.

7Amendment and deviations
The Board may amend these Audit Committee Regulations and/or revoke any powers grantedby it to the Audit Committee. The Board may allow temporary deviations from these Audit
Committee Regulations.

8Regulations mutatis mutandis applicable
The relevant Articles of the Regulations shall apply mutatis mutandis to these Audit
Committee Regulations.

9Website
These Audit Committee Regulations, and any amendments thereto, shall be posted on theCompany’s website.
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