INSIDER TRADING POLICYUNIVERSAL MUSIC GROUP N.V.
1.

INTRODUCTION

1.1

The shares of Universal Music Group N.V. (the Company) are publicly traded onEuronext Amsterdam, which means that the Company and its subsidiaries (collectively
the Group) must comply with Regulation (EU) No. 596/2014 on market abuse (theMarket Abuse Regulation). The Market Abuse Regulation sets out various
prohibitions, restrictions and obligations for the Company, its board of directors (eacha Director and collectively the Board) and any person employed by, or in any otherform of relationship of authority to, the Group, including independent contractors(together with the Directors referred to as the Employees) around the ownership of, andtransactions in, the Securities of the Company (being any publicly traded shares orother financial instruments of the Company or any member of the Group or any related
derivative financial instruments). This insider trading policy (the Policy) is designed toensure that you do not misuse, or place yourself under suspicion of misusing, Inside
Information about the Company or the Securities of the Company to which you haveaccess and which is not available to other investors, and to ensure that you comply with
the Market Abuse Regulation.

1.2

This Policy imposes restrictions on “Dealing” in the Securities of the Company beyond
those imposed by law. For the purposes of this Policy, Dealing, Deal or Dealt means
directly or indirectly executing or attempting to execute a transaction relating to the
Securities of the Company, including buying and selling Securities of the Company,
buying, writing or exercising options on Securities of the Company, converting
convertible bonds into Securities of the Company and cancelling or amending an orderfor Securities of the Company (whether for a person’s own account or for the accountof a third party).

1.3

Inside Information is a crucial term in this Policy, the legal definition of which, under
the Market Abuse Regulation, is information of a precise nature, which has not been
made public, relating directly or indirectly to the Company or the Securities of theCompany, and which, if made public, is likely to have a significant effect on the priceof the Securities of the Company. To provide further context:
While not an exhaustive list, information dealing with the following subjects may
constitute Inside Information in particular situations:
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undisclosed annual or interim financial results;
significant changes in the Company’s prospects;
significant write-downs in assets or increases in reserves;developments regarding significant litigation or government agency
investigations;liquidity problems;changes in earnings estimates or unusual gains or losses in major operations;major changes in the Company’s management or the Board;changes in dividends;
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extraordinary borrowings;
major changes in accounting methods or policies;
award or loss of a significant contract;
cybersecurity risks and incidents, including vulnerabilities and breaches;changes in debt ratings;
proposals, plans or agreements, even if preliminary in nature, involving
mergers, acquisitions, divestitures, recapitalizations, strategic alliances andlicensing arrangements, or purchases or sales of substantial assets; andofferings of Securities of the Company.

Such information is not limited to historical facts but may also include projections,forecasts and future events, for example a merger, acquisition or significant commercial
transaction. When in doubt about whether particular non-public information constitutes
Inside Information, you should either consult with the Market Disclosure Committee
or assume that the information is Inside Information and treat it in accordance with thisPolicy.
1.4

It is important that you understand and comply with this Policy. For questions relating
to this Policy, please contact the Market Disclosure Committee atmarketdisclosure@umusic.com.

2.

SCOPE

2.1

This Policy applies to all Employees, the definition of which includes Directors andother PDMRs. PDMRs (persons discharging managerial responsibilities) means any
Director and any senior executive of the Company who has regular access to Inside
Information and who has power to take managerial decisions affecting the future
developments and business prospects of the Company. The Market Disclosure
Committee shall inform persons who qualify as PDMRs of their status.

2.2

As indicated in the reference table below, certain parts of this Policy apply only to aparticular group of people within the Group. If you are in doubt as to which category
you fall into, you should contact the Market Disclosure Committee atmarketdisclosure@umusic.com.

3.

Relevant Group of Persons

Paragraph

All Employees (including Directors and other PDMRs)

3, 4, 8 to 13

PDMRs (including Directors)

5 (in addition to theprovisions applicable to all
Employees set out above)

Closely Associated Persons

6

Directors

7 (in addition to theprovisions applicable to all
Employees and PDMRs set
out above)

DEALINGS BY EMPLOYEESNo insider trading

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3.1

Employees who have access to Inside Information are not allowed to Deal in Securitiesof the Company. You should bear in mind that a cancellation or amendment of an orderfor Securities of the Company is also considered Dealing.
No Dealing while on Insider List

3.2

Employees are not allowed to Deal in Securities of the Company if they are placed on
any Insider List (which includes Employees who are placed on the permanent or any
deal specific/event driven Insider List), regardless of whether they possess Inside
Information, unless the Market Disclosure Committee has granted clearance inaccordance with paragraph 11 of this Policy.
No Dealing when instructed not to Deal

3.3

Employees are not allowed to Deal in Securities of the Company during any period inwhich they have been specifically prohibited from doing so by the Market Disclosure
Committee from time to time, which for the avoidance of doubt includes Employees
who are placed on any Insider List (referred to as a Restricted Person when so notified),regardless of whether they possess Inside Information, unless the Market Disclosure
Committee has granted clearance in accordance with paragraph 11 of this Policy.

3.4

The Market Disclosure Committee will let Employees know of any specific period
when an Employee is a Restricted Employee.
Exemptions from insider trading prohibitions

3.5

Subject to obtaining clearance from the Market Disclosure Committee in accordancewith paragraph 11 of this Policy, the prohibitions contained in paragraphs 3.1, 3.2, 3.3
and 4.1 do not apply if an Employee Deals to discharge an obligation that has becomedue in good faith (and not to get around the insider trading prohibitions or not for any
other illegitimate reason) and: (a) that obligation results from an order placed or anagreement concluded that arose before the Employee concerned obtained Inside
Information, was placed on any Insider List or was instructed not to Deal, or (b) thattransaction is carried out to satisfy a legal or regulatory obligation that arose before the
Employee concerned obtained Inside Information, was placed on any Insider List or
was instructed not to Deal.
Discretionary Mandate Agreements

3.6

A Discretionary Mandate Agreement is a written contract, instruction or plan enteredinto with a bank or investment or other type of asset manager (an Asset Manager)
whereby the Asset Manager is given a mandate to manage the Employee’s assets on adiscretionary basis within set goals and objectives through effecting transactions infinancial instruments.

3.7

Where an Employee has a Discretionary Mandate Agreement in place, an exception
from the prohibitions contained in paragraphs 3.1, 3.2, 3.3 and 4.1 will apply in thecase of Dealings in Securities of the Company under the Discretionary Mandate
Agreement, provided that:(a)the Discretionary Mandate Agreement provides for a strict separation ofownership and management and does not permit the Employee to exercise any
influence over how, when or whether to effect any transactions;

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3.8

(b)

there can be no communication between the Employee and the Asset Manager
about any transactions before they are effected;(c)the Employee is not in possession of Inside Information at the time of entry
into, making amendments to or termination of the Discretionary Mandate
Agreement;(d)the Discretionary Mandate Agreement was entered into in good faith and was
not part of a plan or scheme to evade any insider trading prohibitions; and(e)for PDMRs only: (i) no transactions in Securities of the Company may beeffected during a Closed Period which is a closed period as referred to inparagraph 4.4(a), (b) or (c), even with a Discretionary Mandate Agreement inplace, and (ii) a Discretionary Mandate Agreement may not be entered into,
amended or terminated during any Closed Period.

Unless an Employee specifically excludes Dealing in Securities of the Company fromthe scope of a Discretionary Management Agreement:(a)the Employee (other than a PDMR) who has a Discretionary Mandate
Agreement in place shall be required to provide: (i) a copy of the Discretionary
Mandate Agreement to the Market Disclosure Committee as well as details of
any amendments thereto or the termination thereof; and (ii) upon request of theMarket Disclosure Committee, details of Dealings in Securities of theCompany under the Discretionary Mandate Agreement; and(b)

the PDMR who has a Discretionary Mandate Agreement in place shall be
required to provide: (i) a copy of the Discretionary Mandate Agreement to theMarket Disclosure Committee as well as details of any amendments thereto or
the termination thereof; and (ii) details of Dealings in Securities of theCompany under the Discretionary Mandate Agreement within one business
day of such Dealings.

Dividend re-investment plan
3.9

Where an Employee has opted to participate in a dividend re-investment plan, an
exception from the prohibitions contained in paragraphs 3.1, 3.2, 3.3 and 4.1 will apply
in the case of Dealings in Securities of the Company under the dividend re-investment
plan, provided that the Employee is not in possession of Inside Information at the timeof deciding to so participate.

3.10

Where a PDMR has opted to participate in a dividend re-investment plan, the PDMR
shall be required to provide: (i) a copy of the dividend re-investment plan
documentation and any documents in relation to creating a (standing) order toimplement same, as well as details of any amendments thereto or the termination
thereof. For the avoidance of doubt, a PDMR shall not enter into, amend or terminate
any such documents or orders during a Closed Period or when he or she is in possessionof Inside Information; and (ii) details of Dealings in Securities of the Company under
the dividend re-investment plan within one business day of such Dealings.
No unlawful disclosure or tipping

3.11

Employees must not disclose Inside Information to other persons, unless the disclosure
is made in the normal exercise of an employment function, a profession or other duties

4and the other person who receives the information is under an obligation ofconfidentiality.
3.12

Employees who have access to Inside Information must not recommend or induce
another person to Deal in Securities of the Company.
No Market Manipulation

3.13

Employees must not engage or attempt to engage in Market Manipulation, which
generally means:(a)an action which gives, or is likely to give, false or misleading signals as to the
supply of, demand for, or price of, the Securities of the Company or is likely
to secure the price of the Securities of the Company at an abnormal or artificial
level;(b)disseminating information through the media which gives, or is likely to give,false or misleading signals as to the supply of, demand for, or price of, theSecurities of the Company, or is likely to secure the price of the Securities of
the Company at an abnormal or artificial level; or(c)transmitting false or misleading information or providing false or misleading
inputs in relation to a benchmark where the Employee knew, or ought to have
known, that it was false or misleading, or any other behaviour which
manipulates the calculation of a benchmark.

No short selling, lending and hedging
3.14

Employees (other than PDMRs to whom paragraph 5.1 applies) should refrain fromshort selling, lending or hedging Securities of the Company.

4.

PROHIBITED PERIODS
Restrictions during Prohibited Periods

4.1

Restricted Persons are prohibited from Dealing in Securities of the Company during
Prohibited Periods (see paragraphs 4.3 and 4.4 for the relevant definitions), unless they
have obtained clearance from the Market Disclosure Committee in accordance withparagraph 11 of this Policy.

4.2

Subject to paragraph 3.1, outside of Prohibited Periods, Employees (other than PDMRs
and Employees who are placed on the permanent Insider List) are allowed to Deal in
Securities of the Company. Subject to paragraph 3.1, outside of Prohibited Periods,
PDMRs and Employees who are placed on the permanent Insider List are allowed to
Deal in Securities of the Company, subject to obtaining clearance from the Market
Disclosure Committee in accordance with paragraph 11 of this Policy.

4.3

Prohibited Period refers to: (a) any Closed Period; or (b) any period when there exists
any matter which constitutes Inside Information for which a deal specific/event driven
Insider List is maintained or when the Market Disclosure Committee has specifically
instructed an Employee not to Deal in Securities of the Company in accordance withparagraph 3.3.

4.4

Closed Periods are:

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(a)

the earlier of the period of 30 days immediately preceding, and the period
starting on January 1 of each year until, a preliminary announcement of theCompany’s annual results (no additional Closed Period applies for the
publication of the Company’s annual report, as referred to under (b) below,
where a preliminary announcement with the relevant key information is made);(b)in case the preliminary announcement under (a) is not made, the earlier of theperiod of 30 days immediately preceding, and the period starting on January 1of each year until, the publication of the Company’s annual report;(c)the earlier of the period of 30 days immediately preceding, and the period
starting on July 1 of each year until, the announcement of the Company’s semiannual results; and(d)the period starting on April 1 and October 1 of each year until theannouncement of the Company’s first quarter results and third quarter results,
respectively,

provided that the Market Disclosure Committee may designate alternative or amended
periods as Closed Periods, including where deemed necessary to prevent market abuseand provided further that such periods shall in no circumstances be shorter than the
periods prescribed by the Market Abuse Regulation.
Exception to restrictions during Prohibited Periods
4.5

A Restricted Person may be allowed to Deal in Securities of the Company during a
Prohibited Period in the following circumstances:(a)on a case-by-case basis due to the existence of exceptional circumstances, suchas severe financial difficulty, which require the immediate sale of the Securitiesof the Company;(b)

Dealings made under, or related to, an employee share or saving scheme,
qualification or entitlement of shares; or(c)Dealings where the beneficial interest in the Securities of the Company does notchange,provided that in each case, the Restricted Person can demonstrate that the particulartransaction cannot be executed at another moment in time than during the Prohibited
Period and has obtained clearance from the Market Disclosure Committee inaccordance with paragraphs 4.6 or 4.7 and 11 of this Policy.
Dealings in exceptional circumstances
4.6

The Market Disclosure Committee may grant clearance for a Restricted Person to sell(but not to purchase) Securities of the Company during a Prohibited Period due to theexistence of exceptional circumstances. A Restricted Person must provide a written
request, including reasons, to the Market Disclosure Committee for obtaining suchclearance. The determination as to whether the Restricted Person in question is insevere financial difficulty or whether there are other exceptional circumstances will bemade by the Market Disclosure Committee.

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Awards of securities and exercise of options
4.7

The Market Disclosure Committee may grant clearance for a Restricted Person to Dealin Securities of the Company during a Prohibited Period, including where that
Restricted Person:(a)

had been awarded or granted Securities of the Company under an employee
scheme where:(i)the terms of the employee scheme specify the timing of the award or the
grant and the amount of the Securities of the Company awarded or
granted; and(ii)

the Restricted Person does not have any discretion as to the acceptanceof the Securities of the Company awarded or granted;(b)

had been awarded or granted Securities of the Company under an employee
scheme that takes place in the Prohibited Period provided that a pre-plannedand organised approach is followed about the conditions, the time of the award
and vesting and the award or grant of the Securities of the Company takes place
under a defined framework under which any Inside Information cannot
influence the award or grant of the Securities of the Company;(c)

exercises options or warrants or converts convertible bonds under an employee
scheme when the expiration date of such options, warrants or convertible bonds
falls within a Prohibited Period, as well as sales of the Securities of theCompany acquired pursuant to such exercise or conversion, provided that allof the following conditions are met:

(d)

(e)

(i)

the Restricted Person notifies the Market Disclosure Committee of its
choice to exercise or convert at least four months before the expiration
date; and(ii)

the decision of the Restricted Person is irrevocable;acquires Securities of the Company under an employee saving scheme,
provided that all of the following conditions are met:(i)the Restricted Person has entered into the scheme before the Prohibited
Period, except when he or she cannot enter into the scheme at anothertime due to the date of commencement of employment;(ii)

the Restricted Person does not alter the conditions of his or her
participation into the scheme or cancel his or her participation in thescheme during the Prohibited Period; and(iii)

the purchase operations are clearly organised under the scheme terms
and the Restricted Person has no right or legal possibility to alter themduring the Prohibited Period; andtransfers or receives, directly or indirectly, Securities of the Company,
provided that the Securities of the Company are transferred between two
accounts of the Restricted Person and that such a transfer does not result in achange in price of the Securities of the Company.

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5.

ADDITIONAL RULES FOR PDMRS (INCLUDING DIRECTORS)Long-term investments, no short selling, lending or hedging

5.1

If a PDMR holds Securities of the Company, he or she must hold these for long-term
investment purposes. PDMRs should refrain from buying or writing options on
Securities of the Company or short selling, lending or hedging Securities of theCompany, unless they have obtained clearance from the Market Disclosure Committee
in accordance with paragraph 11 of this Policy, similar to other Dealings in Securitiesof the Company.
Notifications

5.2

A PDMR must promptly, and ultimately within three business days following thetransaction date, notify the Dutch Authority for the Financial Markets (Autoriteit
Financiële Markten) (the AFM) and the Market Disclosure Committee of any
transaction in Securities of the Company by him or her (or on his or her behalf). A nonexhaustive list of transactions that must be notified is set out in Schedule 1. A PDMR
is also required to make such notification where such transaction is effected under aDiscretionary Mandate Agreement or dividend re-investment plan.

5.3

A PDMR may request the Market Disclosure Committee to submit the necessary
notifications to the AFM on his or her behalf. The request needs to be submitted to theMarket Disclosure Committee before 13:00 CET on the business day before theintended date of the transaction (or other event triggering the notification requirement).
The Market Disclosure Committee may impose additional requirements to make surethe notification is made to the AFM on time and correctly.

5.4

PDMRs who are required to make a notification are ultimately responsible for making
sure that such notification is made correctly and on time, even if the Market Disclosure
Committee submits it on their behalf.

6.

DEALING BY PERSONS CLOSELY ASSOCIATED

6.1

Persons Closely Associated means a PDMR’s:(a)spouse or partner considered to be equivalent to a spouse;(b)dependent child;(c)relative who has shared the same household for at least one year on the date of
the transaction concerned; or(d)a legal person, trust or partnership, the managerial responsibilities of which aredischarged by the PDMR or by a person referred to in (a), (b) or (c), which is
directly or indirectly controlled by such PDMR or person, which is set up forthe benefit of such PDMR or person, or the economic interests of which aresubstantially equivalent to those of such PDMR or person.

6.2

A PDMR must inform the Market Disclosure Committee of all persons that qualify as
Persons Closely Associated with him or her.

6.3

A PDMR must inform Persons Closely Associated with him or her in writing (and keep
a copy of the notification) of their duty to notify the AFM and the Market Disclosure
Committee of each transaction in Securities of the Company.

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6.4

A PDMR must take reasonable steps to prevent any Dealings by or on behalf of Persons
Closely Associated with him or her in Securities of the Company which are of a shortterm nature. A PDMR must notify Persons Closely Associated with him or her that they
are prohibited from Dealing in Securities of the Company while in possession of Inside
Information.

6.5

A Person Closely Associated must promptly, and ultimately within three business days
following the transaction date, notify the AFM and the Market Disclosure Committeeof any transaction in Securities of the Company by him or her (or on his or her behalf).
A non-exhaustive list of transactions that must be notified is set out in Schedule 1. A
Person Closely Associated is also required to make such notification where suchtransaction is effected under a Discretionary Mandate Agreement or dividend reinvestment plan.

6.6

A Person Closely Associated may request the Market Disclosure Committee to submit
the necessary notifications to the AFM on his or her behalf. The request needs to besubmitted to the Market Disclosure Committee before 13:00 CET on the business day
before the intended date of the transaction (or other event triggering the notification
requirement). The Market Disclosure Committee may impose additional requirements
to make sure the notification is made to the AFM on time and correctly.

6.7

Persons Closely Associated who are required to make a notification are ultimately
responsible for making sure that such notification is made correctly and on time, even
if the Market Disclosure Committee submits it on their behalf.

7.

ADDITIONAL REPORTING OBLIGATIONS FOR DIRECTORS

7.1

A Director must notify the AFM and the Market Disclosure Committee:(a)without delay, of each change in the number or type of shares and/or voting
rights he or she has in the Company. In this context, “shares” also include rights
to obtain shares, such as options. A change in the type of shares and/or voting
rights will, for example, occur if an option is exercised and consequently shares
are obtained; and(b)within two weeks of his or her appointment, of the shares and/or voting rights
he or she has in the Company.

8.

INSIDER LIST

8.1

The Company will keep a list of persons who have or may have access to Inside
Information (the Insider List).

8.2

There are two elements to the Insider List, being the:(a)internal section: a list of the Employees who are on the Insider List. Theinternal section will include (i) permanent insiders; and (ii) deal specific/event
driven insiders. The Market Disclosure Committee will inform persons when
they have been added to the Insider List (whether on the permanent Insider Listor any deal specific/event driven Insider List); and(b)external section: a list of the principal contact(s) for advisers who have accessto Inside Information. The Market Disclosure Committee will inform persons

9when they have been added to the Insider List and may request them to keep a
so-called sub-Insider List.
Retention of personal data
8.3

Personal data collected under this Policy, the Market Abuse Regulation and any otherapplicable regulations will be kept for a period of at least five years after the date ofrecording in the Insider List or alteration of the data or for such other period as requiredby applicable law. The Company will be responsible for the processing of personal data
to be included in the Insider List, which will only be processed for the purposes of thisPolicy or for other purposes allowed under applicable law.

8.4

A person on the Insider List may request the Market Disclosure Committee to inspect
his or her personal data included on the Insider List.

8.5

Personal data from the Insider List can be provided to the AFM or other competentauthorities upon request if: (i) it is necessary to comply with applicable law; or (ii) it isin the interest of the Company.

9.

SANCTIONS

9.1

In the event of a breach of any provision of this Policy, the Company reserves the rightto impose any sanctions which it is permitted to impose pursuant to applicable law or
the terms of employment of the relevant Employee. These sanctions could include thetermination of employment. The Company may also inform the AFM and any othercompetent authorities of its findings.

9.2

A high-level description of the market abuse prohibitions under the Market Abuse
Regulation and related maximum sanctions (such as criminal and civil penalties,
including incarceration) are set out in Schedule 3.

10.

GENERAL COOPERATION AND GUIDANCE

10.1

If there is an inquiry by the Market Disclosure Committee, all Employees must provide
all reasonably required assistance to the Market Disclosure Committee.

10.2

If an Employee is in doubt about whether a prohibition under this Policy or applicablelaw applies, he or she may request the Market Disclosure Committee to provide
guidance. That being said, Employees are ultimately responsible for adhering to thisPolicy and applicable law and Employees should obtain legal advice if they thinkrequired or appropriate.

11.

CLEARANCE TO DEAL

11.1

In certain circumstances, the Market Disclosure Committee may grant an Employee
dispensation by means of a clearance to Deal from certain of the prohibitions,
restrictions or obligations included in this Policy, if permitted by law. Application forclearance to Deal must be made using the form included at Schedule 2. Any
dispensation from a prohibition granted by the Market Disclosure Committee is without
prejudice to the statutory market abuse prohibitions, including the prohibition on
insider trading and Market Manipulation.

11.2

A response to a request for clearance to Deal is normally expected to be given within
two business days of the request being made. The relevant Employee must not Deal in

10Securities of the Company without first receiving clearance to Deal from the Market
Disclosure Committee.
11.3

The Market Disclosure Committee will maintain a record of the response to any
Dealing request made and of any clearance given. A copy of the response and clearance(if any) will be given to the Employee concerned.

11.4

An Employee who is given clearance to Deal, must carry out the Deal as soon as
possible and in any event within the timeframe for which clearance to Deal was given,
unless he or she no longer wants to carry out the Deal at all.

11.5

The Market Disclosure Committee may, in its sole discretion, provide clearance to Dealfor a particular group or category of Employees (including PDMRs) more generally
where prescribed circumstances apply and subject to prescribed conditions (forexample those contemplated under paragraph 4.7).

12.

MARKET DISCLOSURE COMMITTEE

12.1

The Board has established the Market Disclosure Committee in order to ensure timely
and accurate disclosure of all information that is required to be so disclosed to themarket to meet all legal and regulatory obligations applicable to the Company.

12.2

The Market Disclosure Committee may in exceptional circumstances grantdispensation by means of a clearance to Deal from certain of the prohibitions,
restrictions or obligations included in this Policy, if permitted by law.

13.

MISCELLANEOUS

13.1

If applicable law provides a stricter rule, restriction or obligation than a provision ofthis Policy, the stricter rule, restriction or obligation under applicable law will apply.

13.2

This Policy may be amended by a resolution of the Board. Amendments will beeffective from the moment that they are announced, unless the announcement gives
another time.

13.3

This Policy remains applicable to a person who has ceased to be an Employee during
the three month period after the termination of an Employee’s function.
This Policy first entered into effect on September 21, 2021 and was most recently
amended, effective as of December 31, 2023.

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SCHEDULE 1
NOTIFICATION OBLIGATIONS

1.

NOTIFICATION FORMS

1.1

All notifications pursuant to this Policy should be made by using forms which areconsistent with the forms adopted by the European Commission, the European
Securities and Markets Authority or the AFM, as applicable, pursuant to the Market
Abuse Regulation. The Market Disclosure Committee will make the forms available
upon request.

2.

NOTIFIABLE TRANSACTIONS

2.1

Transactions in Securities of the Company which need to be notified to the AFM andthe Market Disclosure Committee include (but are not limited to) the following:(a) acquisition, disposal, short sale, subscription or exchange;(b) acceptance or exercise of a stock option, including of a stock option granted to
Employees as part of their remuneration package, and the disposal of shares
stemming from the exercise of a stock option;(c) entering into or exercise of equity swaps;(d) transactions in or related to derivatives, including cash-settled transactions;(e) entering into a contract for difference on a Security of the Company or auction
products based thereon;(f) acquisition, disposal or exercise of rights, including put and call options andwarrants;(g) subscription to a capital increase or debt instrument issuance;(h) transactions in derivatives and financial instruments linked to a debt instrument of
the Company, including credit default swaps;(i) conditional transactions upon the occurrence of the conditions and actual
execution of the transactions;(j) automatic or non-automatic conversion of a financial instrument into anotherfinancial instrument, including the exchange of convertible bonds to shares;(k) gifts and donations made or received, and inheritance received;(l) transactions executed in index-related products, baskets and derivatives;(m) transactions executed in shares or units of investment funds, including alternative
investment funds (AIFs);(n) transactions executed by manager of an AIF in which the PDMR or a Person
Closely Associated has invested;(o) transactions executed by a third party under an individual portfolio or discretionary
mandate agreement on behalf or for the benefit of a PDMR or Person Closely
Associated; and12(p) borrowing or lending of Securities of the Company.

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SCHEDULE 2
REQUEST FOR CLEARANCE
Please complete and email this form to the Market Disclosure Committee atmarketdisclosure@umusic.com.
I, ……………………………………………………………... (BLOCK CAPITALS PLEASE)
in accordance with the Insider Trading Policy, hereby request clearance to Deal in Securities of
the Company as indicated below:
Type and number of Securities of the Company(if not known, please provide estimate or “up to”
number)Nature of Deal (e.g. purchase or sale of shares,
exercise of option)
Other information (disclose any additional
material facts which may affect the clearance
decision, including reason for request)
I confirm that I do not have any Inside Information (or alternatively the nature of the Inside
Information has been disclosed in sufficient detail at “Other information” above). By Dealing,
I would not be in breach of the Insider Trading Policy or any applicable law or regulation in
relation to Dealing in publicly traded securities. If this should change at any time before the
Dealing, I undertake not to proceed with the Dealing.
Signed:……………………………..

Date:………………………………

Position:……………………………

Dept.:……………………………...

Email:………………………………

Tel. no.:……………………………

PURSUANT TO THE INSIDER TRADING POLICY CLEARANCE TO DEAL IS:
GRANTED AND VALID UNTIL AND INCLUDING ………………………….
NOT GRANTED
Signed:…………………………………….

Date:…………………………………

Note: If you do not Deal within the time allowed and still wish to Deal, you must reapply forclearance to Deal. The Company will keep a written record of this application for clearance,
any clearance granted or refused and any Dealing following the grant of a clearance

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SCHEDULE 3
SANCTIONS
Administrative Sanctions
under the Market Abuse Regulation and Dutch
Financial Supervision Act (Wet op het financieeltoezicht) (DFSA)

Criminal Sanctions
under the Dutch Economic Offences Act (Wet
Economische Delicten)

Article 14 of the Market Abuse Regulation
Prohibition of insider trading and of unlawful disclosure of inside information
A person shall not:(a) engage or attempt to engage in insider trading;(b) recommend that another person engage in insider trading or induce another person to engage in insider trading; or(c) unlawfully disclose inside information.
Violation of insider tradingprohibitionor
Violation of tipping
prohibitionor
Violation of unlawful
disclosure prohibition

The maximum fines that can be imposed:

Imprisonment of maximum six yearsThe maximum fines that can be imposed:

on a legal entity: EUR 15,000,000 or
up to 15% of the total annual turnover

5th category fine (EUR 87,000 per 1
January 2020)



a fine of the 6th category (EUR
870,000 per 1 January 2020) can be
imposed if the value of the relevant
assets with which or in relation towhich the violation has beencommitted exceeds one/fourth ofthe maximum amount of the fineon a natural person: EUR 5,000,000A temporary ban for PDMRs to exercise
management functions in investment firms ora temporary ban to deal on his/her own
accountOnce the decision to impose the fine has beentaken, the AFM will in principle publish thedecision to impose the fine

Sentence to community service

The maximum fines that can be imposed:

Imprisonment of maximum six years

on a legal entity: EUR 15,000,000 or
up to 15% of the total annual turnoverThe maximum fines that can be imposed:

on a natural person: EUR 5,000,000

Article 15 of the Market Abuse Regulation
Prohibition of Market Manipulation
A person shall not engage in or attempt to engage in Market Manipulation.
Violation of market
manipulation

A temporary ban for PDMRs to exercise
management functions in investment firms ora temporary ban to deal on his/her own
accountOnce the decision to impose the fine has beentaken, the AFM will in principle publish thedecision to impose the fine

5th category fine (EUR 87,000 per 1
January 2020)



a fine of the 6th category (EUR
870,000 per 1 January 2020) can be
imposed if the value of the relevant
assets with which or in relation towhich the violation has beencommitted exceeds one/fourth ofthe maximum amount of the fineSentence to community service

Article 19 of the Market Abuse Regulation
Managers’ transactions
1. Persons discharging managerial responsibilities, as well as persons closely associated with them, shall notify the issuer or theemission allowance market participant and the competent authority referred to in the second subparagraph of paragraph 2:(a) in respect of issuers, of every transaction conducted on their own account relating to the shares or debt instruments of that issuer
or to derivatives or other financial instruments linked thereto;(b) in respect of emission allowance market participants, of every transaction conducted on their own account relating to emission
allowances, to auction products based thereon or to derivatives relating thereto.
Such notifications shall be made promptly and no later than three business days after the date of the transaction. […]Failure to notify the AFM
on time of a transaction of

The maximum fines that can be imposed:

Imprisonment of maximum one year

15

PDMRs and Persons
Closely Associated

on a legal entity: EUR 1,000,000

on a natural person: EUR 500,000Once the decision to impose the fine has beentaken, the AFM will in principle publish thedecision to impose the fine

4th category fine (EUR 21,750 per 1
January 2020)



a fine of the 5th category (EUR
87,000 per 1 January 2020) can be
imposed if the value of the relevant
assets with which or in relation towhich the violation has beencommitted exceeds one/fourth ofthe maximum amount of the fineThe maximum fines that can be imposed:

Sentence to community service

Article 5:48 of the DFSA (unofficial translations)[…]3. A director or supervisory board member of an issuer shall inform the Authority for the Financial Markets of the shares andvoting rights in the issuer and the affiliated issuers at his disposal. They shall make these notifications within two weeks of theirdesignation or appointment as director or supervisory board member.
4. A director or supervisory board member of a public limited company that becomes an issuer within the meaning of Subsection (1)shall, without delay, inform the Authority for the Financial Markets of the shares and voting rights in the issuer and the affiliatedissuers at his disposal. The obligation under the preceding sentence shall have been fulfilled if a notification has been madepursuant to Section 5:43(1) in respect of the same event.
5. A director or supervisory board member of a public limited company regarding which another public limited company becomes
an affiliated issuer within the meaning of Subsection (2) shall, without delay, inform the Authority for the Financial Markets of theshares and voting rights in the affiliated issuer concerned at his disposal. The obligation under the preceding sentence shall havebeen fulfilled if a notification has been made pursuant to Section 5:43 in respect of the same event.
6. A director or supervisory board member of an issuer shall, without delay, inform the Authority for the Financial Markets of any
change in the shares in the issuer and the affiliated issuers at his disposal. The obligation under the preceding sentence shall havebeen fulfilled if a notification has been made pursuant to Sections 5:38(1) or 5:40(1) in respect of the same event.
7. A director or supervisory board member of an issuer shall, without delay, inform the Authority for the Financial Markets of any
change in the voting rights in the issuer and the affiliated issuers at his disposal. The obligation under the preceding sentence shallhave been fulfilled if a notification has been made pursuant to Section 5:38(2) in respect of the same event. […]Failure to notify the AFM
on time of a change inequity holdings of DirectorsThe maximum fines that can be imposed on
the Directors is EUR 1,000,000Imprisonment of maximum two years

The maximum fines that can be imposed:

If a violation occurs within a period of five
years since an administrative fine was
imposed for a similar violation, themaximum amount referred to in the previous
sentence can be doubled



4th category fine (EUR 21,750 per 1
1 January 2020)



a fine of the 5th category (EUR
870,000 1 January 2020) can be
imposed if the value of the relevant
assets with which or in relation towhich the violation has beencommitted exceeds one/fourth ofthe maximum amount of the fineOnce the decision to impose the fine has beentaken, the AFM will in principle publish thedecision to impose the fine

Sentence to community service

Article 18 of the Market Abuse Regulation
Insider lists
1. Issuers or any person acting on their behalf or on their account, shall: (a) draw up a list of all persons who have access to inside
information and who are working for them under a contract of employment, or otherwise performing tasks through which they haveaccess to inside information, such as advisers, accountants or credit rating agencies (insider list); […]Failure to prepare andupdate Insider ListsThe maximum fines that can at least be
imposed:

Imprisonment of maximum one yearThe maximum fines that can be imposed:

on a legal entity: EUR 1,000,000;
and/or

4th category fine (EUR 21,750 per 1
1 January 2020)

on a natural person: EUR 500,000

a fine of the 5th category (EUR
870,000 1 January 2020) can be
imposed if the value of the relevant
assets with which or in relation towhich the violation has beencommitted exceeds one/fourth ofthe maximum amount of the fineOnce the decision to impose the fine has beentaken, the AFM will in principle publish thedecision to impose the fine

Sentence to community service

16