PROFILE FOR NON-EXECUTIVE DIRECTORSUNIVERSAL MUSIC GROUP N.V.
1.

Background1.1. Pursuant to best practice provision 2.1.1 of the Dutch Corporate Governance Code, the board ofdirectors (the Board) of Universal Music Group N.V. (the Company) has established this profile
for non-executive directors (the Profile). This Profile first entered into effect on September 21,
2021, was most recently amended by the Board effective as of December 31, 2023, and remains infull force and effect until amended or terminated (in whole or in part).
1.2. This Profile sets out the size and desired composition of the non-executive directors of the Board(the Non-Executive Directors).
1.3. The purpose of this Profile is to provide a guide to the Board membership requirements of the NonExecutive Directors. The role of the Non-Executive Directors is to supervise the executive
directors of the Board’s policy and performances of duties and the Company’s general affairs andits business, and render advice and direction to the executive directors of the Board. In performing
their duties, the Non-Executive Directors shall be guided by the interests of the Company and its
affiliated enterprise, taking into consideration the relevant interests of the Company’s stakeholders(including but not limited to its shareholders). The Non-Executive Directors shall also have due
regard for the sustainability issues that are relevant to the Company and its affiliated enterprise as
set out in the Board Regulations. The Non-Executive Directors are responsible for their own proper
functioning and an adequate performance of their duties.

2.

Composition

2.1. The composition of the Non-Executive Directors should be such that the combined expertise,experience, competencies and background of the Non-Executive Directors reflects therequirements needed to engage in relevant, informed, expert and efficient discussion and decision
making at Board level regarding all aspects of the activities of the Company and its affiliatedenterprise, having regard for:a)the nature, size and markets of the activities of the Company and its affiliated enterprise;b)

all applicable rules of corporate governance which govern the activities of the Company andits affiliated enterprise, taking into account the nature of the Company as a publicly listedcompany;c)the specific organisational structure of the Company; andd)

the duties and responsibilities allocated to the Non-Executive Directors as per the corporate
governance arrangements within the Company.

12.2. On that basis, the following specific elements need to be sufficiently represented as regards theexpertise, experience, competencies and background of the Non-Executive Directors, separately
or in combination:a)general knowledge of and experience in international businesses;b)understanding of the specific markets (service and geography) where the Company and its
affiliated enterprise are active, including their risks;c)general knowledge of and relevant expertise and experience in accounting and auditing for,and financing of, publicly listed companies and/or other entities similar to the Company;d)understanding of the sustainability issues that are relevant to the Company and its affiliatedenterprise;e)experience in digital innovation and transformation; andf)

detailed knowledge of and experience in the music and/or entertainment industries.

2.3. The composition of the Non-Executive Directors should furthermore be such that the requisite
independence is present for them to operate independently and critically vis-à-vis one another, theexecutive directors of the Board and any particular interest involved. On that basis, in composing
the Non-Executive Directors, articles 5.5(e) and 5.6 of the Board Regulations should be considered.

3.

Size
The Board shall determine the number of Non-Executive Directors, with due regard to the interestsof the Company and its affiliated enterprise. The number of Non-Executive Directors shall at all
times exceed the number of executive directors of the Board.

4.

Diversity
The Non-Executive Directors have prepared a separate D&I Policy for the Composition of theBoard and Senior Management pursuant to which their composition should ensure an appropriate
level of diversity with regards to expertise, experience, competencies, other personal qualities,perspectives, gender or gender identity, age, nationality, ethnicity and cultural or other background,which should, in addition to the relevant articles of the Board Regulations and this Profile, be taken
into account when composing the Non-Executive Directors.

5.

Individual Non-Executive Directors

5.1. Individual Non-Executive Directors should have the specific expertise required for the fulfilmentof their duties and should be capable of assessing the broad outline of the overall management of
the Company and its affiliated enterprise.
5.2. Individual Non-Executive Directors should be selected and nominated for appointment, after at
least the following criteria have been considered:a)education, training and background;2b)(prior) experience;c)specialist skills;d)ability to spend the necessary time; ande)ability to operate independently and critically.

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