RELATED PARTY TRANSACTIONS POLICYUNIVERSAL MUSIC GROUP N.V.
1.

Introduction

1.1. This related party transactions policy (this Policy) of Universal Music Group N.V. (the Company)
has been adopted by the board of directors of the Company (the Board). This Policy has been
prepared in accordance with the Dutch Corporate Governance Code (the Code) and Sections 2:167
up to and including 2:170 of the Dutch Civil Code (the DCC).
1.2. The purpose of this Policy is to provide for a procedure that prevents related parties from taking
advantage of their position and provide adequate protection for the interests of the Company andits stakeholders.

2.

Related Party Transaction

2.1. For the purpose of this Policy, a DCC Related Party Transaction shall mean any transaction
between the Company or a subsidiary of the Company within the meaning of Section 2:24a DCC(a Subsidiary) and a related party within the meaning of the standards adopted by the International
Accounting Standards Board and approved by the European Commission (International
Accounting Standards 24 – Related Party Disclosures (IAS24)) (each a DCC Related Party),
including but not limited to:a)one or more holders of shares (Shares) in the capital of the Company (Shareholders andeach a Shareholder) who, individually or jointly, hold at least 10% of the Shares;b)a member of the Board (a Director); orc)a person (or a close member of that person’s family (a Close Family Member1)) if that
person:(i)

has control or joint control over the Company;(ii)

has significant influence over the Company; or(iii)

is a member of the key management personnel of the Company or of a parentof the Company,

provided that the information concerning the transaction is considered inside information as setout in Article 7(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Councilof 16 April 2014 on market abuse.
2.2. The following transactions shall not be considered a DCC Related Party Transaction. A transaction:

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Close members of a person’s family are those family members who may be expected to influence, or beinfluenced by, that person in his/her/their dealings with the Company, and include (i) that person’s children andspouse or domestic partner; (ii) children of that person’s spouse or domestic partner; and (iii) dependents of that
person or that person’s spouse or domestic partner.

1a)entered into between the Company and a Subsidiary;b)regarding the remuneration of Directors, or elements thereof, that is or are awarded or due
pursuant to the remuneration policy for the executive directors of the Board or the nonexecutive directors of the Board as referred to in Section 2:135 DCC and Section 2:135aDCC;c)entered into by credit institutions on the basis of measures, aimed at safeguarding theirstability, as further described in Section 2:169(5)(c) DCC;d)offered to all Shareholders on the same terms, provided the equal treatment of all
Shareholders and the protection of the interests of the Company and its affiliatedenterprise are ensured; ore)

entered into in the ordinary course of business and under normal market conditions.

2.3. For the purpose of this Policy, a Code Related Party Transaction shall mean any transaction
between the Company or a Subsidiary and:a)a Shareholder holding at least 10% of the Shares; orb)a Director, a Close Family Member or a company in which a Director personally has amaterial financial interest(each a Code Related Party), provided that the transaction is of material significance to theCompany and/or to the Code Related Party.
2.4. In this Policy (i) a Related Party Transaction shall include a DCC Related Party Transaction anda Code Related Party Transaction and (ii) a Related Party shall include a DCC Related Party anda Code Related Party.

3.

Notification and approval Related Party Transactions

3.1. Each Director shall promptly notify the chairman of the Board (the Chairman of the Board) ofany (potential) Related Party Transaction in respect of which he/she is a Related Party or thathe/she is otherwise aware of. If the Chairman of the Board is a Related Party to any (potential)
Related Party Transaction or becomes otherwise aware of any (potential) Related Party
Transaction, he/she shall promptly notify the vice-chairman of the Board. In so notifying theChairman of the Board or the vice-chairman of the Board, the Director concerned must provide all
relevant information, including on any Close Family Member.
3.2. Following the notification as referred to in Clause 3.1, the Board shall be notified and shall thendecide whether the transaction concerned qualifies as a Related Party Transaction. If the Related
Party Transaction involves a Director, that Director may not take part in the discussions and/ordecision-making process of the Board whether the transaction qualifies as a Related PartyTransaction.
3.3. No Related Party Transaction shall be undertaken without the approval of the Board. If the Related
Party Transaction involves a Director, that Director may not take part in the discussions and/or2

decision-making process of the Board approving the Related Party Transaction. A resolution toapprove a Code Related Party Transaction can only be adopted by a majority of the votes cast,which majority shall include a majority of the votes cast by the non-executive directors of theBoard.
3.4. In determining whether to approve a Related Party Transaction, the Board shall review andconsider:a)the value of the Related Party Transaction;b)whether the Related Party Transaction is undertaken in the ordinary course of businessand under normal market conditions;c)whether the proposed terms of the Related Party Transaction are no less favorable to theCompany than terms that could have been reached with an unrelated party;d)the purpose and the potential benefits to the Company of the Related Party Transaction;e)the Related Party’s interest in the Related Party Transaction, if any;f)the value (positive or negative) of the Related Party’s interest in the Related Party
Transaction, if any;g)

the required public announcement, if any; andh)

any other information regarding the Related Party Transaction or the Related Party in thecontext of the Related Party Transaction that would be material to stakeholders of theCompany in light of the circumstances of the Related Party Transaction.

3.5. Several transactions with the same DCC Related Party that have been entered into by the Company
or a Subsidiary in the same financial year and do not separately qualify as a DCC Related Party
Transaction are aggregated for the purpose of this Policy. In the event these transactions are jointly
to be considered a DCC Related Party Transaction, the most recent transaction thereof must besubmitted for approval by the Board in accordance with this Clause 3 and publicly announced inaccordance with Clause 4.1.
3.6. The absence of the approval by the Board in accordance with this Clause 3 shall not affect therepresentative authority of the Board or the individual Directors.

4.

Disclosure and reporting

4.1. The Company shall publicly announce by means of a press release each DCC Related Party
Transaction ultimately at the moment the DCC Related Party Transaction is entered into. Suchannouncement shall also be made available on the Company’s website and shall in any event
include the following information:a)the nature of the relationship with the DCC Related Party;b)

the DCC Related Party’s name;3c)the date on which the DCC Related Party Transaction is, or will be, entered into;d)the value of the DCC Related Party Transaction; ande)such other information that is necessary for assessing whether the DCC Related PartyTransaction is reasonable and fair from the Company’s perspective and from theperspective of the Shareholders that are not involved in the transaction as a DCC RelatedParty.

4.2. The Board shall disclose each Code Related Party Transaction in the Board report. The disclosurein the Board report shall include a declaration that the relevant best practice provision(s) under theCode has/have been complied with.

5.

Periodic review of transactions entered into in the ordinary course of business and undernormal market conditions

5.1. The Board will periodically assess whether transactions that were not considered a DCC Related
Party Transaction based on Clause 2.2(e) of this Policy, indeed were entered into in the ordinary
course of business and under normal market conditions.
5.2. In conducting this review, the Board may obtain all information it deems necessary, including fromsenior management, employees and (external) advisors of the Company.
5.3. This assessment will in principle take place in the meetings in which the Board discusses thequarterly, semi-annual or annual financial statements, unless decided otherwise by the Chairmanof the Board.

6.

Amendment and deviations

6.1. The Board may amend this Policy. The Board may allow deviations from this Policy.
6.2. This Policy first entered into effect on September 21, 2021, was most recently amended by theBoard, effective as of December 31, 2023, and remains in full force and effect until amended orterminated (in whole or in part).

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