Base Prospectus dated 29 May 2024

Universal Music Group N.V.
(a public company (naamloze vennootschap) incorporated under the laws of the Netherlands with its statutory
seat in Amsterdam, the Netherlands and its registered address in Hilversum, the Netherlands)

Euro Medium Term Note Programme
Under the Euro Medium Term Note Programme (the “Programme”) described in this base prospectus (the “BaseProspectus”), Universal Music Group N.V. (the “Issuer,” which expression shall include any Substituted Debtor(as defined in Condition 16 of the Terms and Conditions of the Notes), the “Company” or “UMG” and, together
with its subsidiaries, the “Group”) may from time to time issue notes (the “Notes,” which expression shall include
Senior Notes and Subordinated Notes (each as defined below)) denominated in any currency agreed between theIssuer and the relevant Dealer (as defined below).
Notes may be issued in bearer or registered form (respectively “Bearer Notes” and “Registered Notes”). As set
out herein, the Notes will not be subject to any maximum maturity but will have, in the case of Senior Notes, aminimum maturity of one month. Any Notes with a maturity of less than 12 months will not constitute a “security”
for the purposes of the Prospectus Regulation (as defined below), and the Prospectus Regulation does not requirea prospectus to be published for the offer and sale of such Senior Notes.
The Notes will be issued on a continuing basis to one or more of the Dealers specified herein and any additional
Dealer appointed under the Programme from time to time, which appointment may be for a specific issue or on
an ongoing basis (each a “Dealer” and together the “Dealers”). The Dealer or Dealers with whom the Issuer
agrees or proposes to agree on the issue of any Notes is or are referred to as the relevant Dealer in respect of
those Notes.
This Base Prospectus has been approved by the Netherlands Authority for the Financial Markets (Autoriteit
Financiële Markten, the “AFM”), as competent authority under Regulation (EU) 2017/1129, as amended (the“Prospectus Regulation”). The AFM only approves this Base Prospectus as meeting the standards ofcompleteness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approvalshould not be considered as an endorsement of the issuer that is the subject of this Base Prospectus or of
the quality of the securities that are the subject of this Base Prospectus. Investors should make their own
assessment as to the suitability of investing in the Notes.
This Base Prospectus is issued in replacement of an earlier base prospectus dated 23 May 2023. This Base
Prospectus (as supplemented as at the relevant time, if applicable) is valid for 12 months from its date andshall expire on 29 May 2025, at the latest, in relation to Notes which are to be admitted to trading on aregulated market in the European Economic Area (the “EEA”). The obligation to supplement this Base
Prospectus in the event of a significant new factor, material mistake or material inaccuracy does not apply
when this Base Prospectus is no longer valid.
Application has been made to Euronext Amsterdam N.V. (“Euronext”) for Notes issued under the Programme tobe listed on Euronext in Amsterdam (“Euronext Amsterdam”).
References in this Base Prospectus to Notes being listed (and all related references) shall mean that such Notes
have been listed and admitted to trading on Euronext Amsterdam. Euronext Amsterdam is a regulated market forthe purposes of Directive 2014/65/EU (as amended, “MiFID II”). The Issuer may also issue unlisted Notes.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the“Securities Act”) or any U.S. state securities laws and may not be offered or sold in any state or jurisdiction of

the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the
Securities Act (“Regulation S”)) unless the Notes are registered under the Securities Act or one or more
exemptions from the registration requirements of the Securities Act is available and in accordance with allapplicable securities laws of any state or other jurisdiction of the United States. Accordingly, the Notes are only
being offered and sold to non-U.S. persons outside the United States in offshore transactions in reliance upon
Regulation S under the Securities Act. See Form of the Notes for a description of the manner in which Notes will
be issued.
The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms andConditions of the Notes herein, in which event a supplementary prospectus, if appropriate, will be made available
which will describe the effect of the agreement reached in relation to such Notes.
Amounts payable on Notes may be calculated by reference to the Euro Interbank Offered Rate (“EURIBOR”) as
specified in the relevant Final Terms. As at the date of this Base Prospectus, the European Money Markets Institute(“EMMI”), the administrator of EURIBOR, is included in European Securities and Markets Authority’s(“ESMA”) register of administrators under Article 36 of the Regulation (EU) No. 2016/1011 (the “EU
Benchmarks Regulation”) and the register of administrators and benchmarks established and maintained by the
FCA pursuant to Article 36 of Regulation (EU) 2016/1011 as it forms part of domestic law by virtue of theEuropean Union (Withdrawal) Act 2018 (the “UK Benchmarks Regulation”).
If a benchmark (other than EURIBOR) is specified in the applicable Final Terms, the applicable Final Terms will
indicate whether or not the benchmark is provided by an administrator included in the register of administratorsand benchmarks established and maintained by ESMA pursuant to Article 36 of the EU Benchmarks Regulation.
The registration status of any administrator under the EU Benchmarks Regulation is a matter of public record and,save where required by applicable law, the Issuer does not intend to update this Base Prospectus or any applicable
Final Terms to reflect any change in the registration status of the administrator.
The language of the Base Prospectus is English. Certain legislative references and technical terms have been citedin their original language in order that the correct technical meaning may be ascribed to them under applicablelaw.
Investing in Notes issued under the Programme involves certain risks. The material risk factors that may affectthe abilities of the Issuer to fulfil its obligations under the Notes are discussed under "Risk Factors" below.
This Base Prospectus is dated 29 May 2024.
Arranger
BNP PARIBAS
Dealers
BNP PARIBAS

BofA Securities

Citigroup

Crédit Agricole CIB

Goldman Sachs Bank Europe SE

ING

IMI – Intesa Sanpaolo

Mediobanca

Mizuho Securities

Morgan Stanley

MUFG

Santander

Société Générale Corporate &Investment Banking

TABLE OF CONTENTSOVERVIEW OF THE PROGRAMME .................................................................................................. 1
RISK FACTORS .................................................................................................................................... 7
IMPORTANT INFORMATION .......................................................................................................... 26
FORWARD-LOOKING STATEMENTS ............................................................................................ 31
DOCUMENTS INCORPORATED BY REFERENCE........................................................................ 32
FORM OF THE NOTES ...................................................................................................................... 34
APPLICABLE FINAL TERMS ........................................................................................................... 38
TERMS AND CONDITIONS OF THE NOTES ................................................................................. 52
USE OF PROCEEDS ........................................................................................................................... 84
BUSINESS OVERVIEW ..................................................................................................................... 85
LEGAL STRUCTURE AND CORPORATE GOVERNANCE .......................................................... 94
BOOK-ENTRY CLEARANCE SYSTEMS ....................................................................................... 107
TAXATION ........................................................................................................................................ 109
FOREIGN ACCOUNT TAX COMPLIANCE ACT .......................................................................... 112
THE PROPOSED FINANCIAL TRANSACTIONS TAX (FTT)...................................................... 113
SUBSCRIPTION AND SALE ........................................................................................................... 114
GENERAL INFORMATION ............................................................................................................. 121

OVERVIEW OF THE PROGRAMMEThe following overview does not purport to be complete and is taken from, and is qualified in its entirety
by, the remainder of this Base Prospectus and, in relation to the terms and conditions of any particularTranche of Notes, the applicable Final Terms.
This overview constitutes a general description of the Programme for the purposes of Article 25(1)(b) of
Commission Delegated Regulation (EU) 2019/980.
Words and expressions defined in Form of the Notes and Terms and Conditions of the Notes below shallhave the same meanings in this overview.
“Issuer”..............................................

Universal Music Group N.V.
The Company’s statutory seat is in Amsterdam, theNetherlands. The registered office address of the Company
is ‘s-Gravelandseweg 80, 1217 EW Hilversum, theNetherlands. The telephone number of the Company is +31(0) 88 62 61 500. The Company is registered with the traderegister of the Chamber of Commerce of the Netherlands(Kamer van Koophandel) under number 81106661.

“LEI” .................................................

724500GJBUL3D9TW9Y18“Description”.....................................

Euro Medium Term Note Programme.

“Arranger” .........................................

BNP Paribas“Dealers” ...........................................

Banco Santander, S.A.
BNP Paribas
BofA Securities Europe SA
Citigroup Global Markets Europe AG
Crédit Agricole Corporate and Investment Bank
Goldman Sachs Bank Europe SE
ING Bank N.V.

Intesa Sanpaolo S.p.A.
Mediobanca – Banca di Credito Finanziario S.p.A.
Mizuho Securities Europe GmbH
Morgan Stanley Europe SE
MUFG Securities (Europe) N.V.

Société Générale

“Issuing and Principal Paying Agent,
Exchange Agent and Transfer Agent”...........................................................
Citibank, N.A., London Branch“Registrar”.........................................

Citibank Europe PLC“Size” ................................................

The Programme amount is unlimited.

“Distribution” ....................................

Notes may be distributed by way of private or public
placement and in each case on a syndicated or nonsyndicated basis.

“Currencies” ......................................

Subject to any applicable legal or regulatory restrictions,such currencies as may be agreed between the Issuer andthe relevant Dealer, including, without limitation,
Australian dollars, Canadian dollars, Danish kroner, euro,1

Hong Kong dollars, Japanese yen, New Zealand dollars,
Sterling, Swedish kronor, Swiss francs and U.S. dollars.
“Certain restrictions” .........................

Each issue of Notes denominated in a currency in respectof which particular laws, guidelines, regulations,
restrictions or reporting requirements apply will only be
issued in circumstances which comply with such laws,
guidelines, regulations, restrictions or reporting
requirements from time to time (see Subscription and Sale)
including the following restrictions applicable at the dateof this Base Prospectus.
Notes having a maturity of less than one year
Notes having a maturity of less than one (1) year will, if
the proceeds of their issue are accepted in the United
Kingdom (the “UK”), constitute deposits for the purposesof the prohibition on accepting deposits contained in
Section 19 of the Financial Services and Markets Act 2000
(the “FSMA”) unless they are issued to a limited class ofprofessional investors and have a redemption value of atleast £100,000 or its equivalent, see Subscription and Saleand Transfer and Selling Restrictions.
Notes having a maturity exceeding one year, issued inbearer form
Certain selling restrictions under U.S. Treas. Reg. §1.1635(c)(2)(i)(D) (or any successor U.S. Treasury regulation
section, including without limitation, regulations issued inaccordance with Internal Revenue Service Notice 201220) (the “TEFRA D Rules”) or U.S. Treas. Reg. §1.1635(c)(2)(i)(C) (or any successor U.S. Treasury regulation
section, including without limitation, regulations issued inaccordance with Internal Revenue Service Notice 201220) (the “TEFRA C Rules”) may be applicable for Notes
issued in bearer form that has original maturity exceeding
one year, and may be further specified in the Final Terms.

“Maturities” .......................................

Any maturity, subject to applicable laws, regulations andrestrictions and subject, in the case of Senior Notes, to aminimum maturity of one month. Any Senior Notes with amaturity of less than 12 months will not constitute a“security” for the purposes of the Prospectus Regulation,and the Prospectus Regulation does not require aprospectus to be published for the offer and sale of such
Senior Notes.

“Issue Price” ......................................

Notes may be issued on a fully-paid or a partly-paid basis
and at an issue price which is at par or at a discount to, or
premium over, par.

“Form of Notes” ................................

The Notes will be issued in either bearer or registered form
as described in Form of the Notes. Registered Notes will
not be exchangeable for Bearer Notes and vice versa.
Bearer Notes having a maturity of more than one year will
be issued in compliance with the TEFRA D Rules unless(i) the relevant Final Terms states that Notes are issued in2

compliance with the TEFRA C Rules or (ii) the Notes areissued other than in compliance with the TEFRA D Rulesor the TEFRA C Rules but in circumstances in which theNotes will not constitute “registration required
obligations” under TEFRA, which circumstances will bereferred to in the relevant Final Terms as a transaction towhich TEFRA is not applicable.
“Fixed Rate Notes” ...........................

Fixed interest will be payable on the date or dates specified
in the applicable Final Terms and on redemption, and will
be calculated on the basis of such Day Count Fraction as
may be agreed between the Issuer and the relevant Dealer.

“Floating Rate Notes” .......................

Floating Rate Notes will bear interest either at a rate
determined:(a)on the same basis as the floating rate under anotional interest-rate swap transaction in therelevant Specified Currency governed by anagreement incorporating the latest version of the2021 ISDA Definitions (as published by theInternational Swaps and Derivatives Association,
Inc. (“ISDA”) as at the Issue Date of the firstTranche of the Notes of the relevant Series); or(b)on the basis of the reference rate set out in theapplicable Final Terms.

Interest on Floating Rate Notes in respect of each Interest
Period, as agreed prior to issue by the Issuer and therelevant Dealer, will be payable on such Interest Payment
Dates, and will be calculated on the basis of such Day
Count Fraction, as may be agreed between the Issuer andthe relevant Dealer.
The margin (if any) relating to such floating rate will beagreed between the Issuer and the relevant Dealer for each
Series of Floating Rate Notes and will be specified in theapplicable Final Terms.
Floating Rate Notes may also have a maximum interest
rate, a minimum interest rate or both.
“Zero Coupon Notes” ........................
“Redemption”....................................

Zero Coupon Notes will be offered and sold at a discountto their nominal amount and will not bear interest.
The applicable Final Terms will indicate either that theNotes cannot be redeemed prior to their stated maturity(other than for taxation reasons or following an Event of
Default) or that such Notes will be redeemable at theoption of the Issuer and/or the Noteholders upon giving notless than 10 nor more than 60 days’ notice (or such othernotice period (if any) as is indicated in the applicable Final
Terms) to the Noteholders or the Issuer, as the case may
be, on a date or dates specified prior to such stated maturity
and at a price or prices and on such terms as are indicatedin the applicable Final Terms. Any such redemption may,at the Issuer’s discretion, be subject to the satisfaction of
one or more conditions precedent, in which case the notice3

of redemption shall state the applicable condition(s)precedent.
Notes having a maturity of less than one (1) year may besubject to restrictions on their denomination anddistribution, see Certain restrictions – Notes having amaturity of less than one year above.
“Make-whole Redemption” ..............

The applicable Final Terms may specify that the Issuer
may redeem, in whole or in part, the Notes thenoutstanding at any time prior to their stated maturity, attheir relevant Make-whole Redemption Amount as
specified in the applicable Final Terms.

“Issuer Residual Call” .......................

The applicable Final Terms may specify that the Issuer
may redeem, in whole, but not in part, the Notes thenoutstanding at any time prior to their stated maturity if theoutstanding aggregate nominal amount of the Notes is 25
per cent. or less of the aggregate nominal amount of theSeries issued, at their relevant Early Redemption Amountspecified in, or determined in the manner specified in, theapplicable Final Terms, unless the Issuer has at any time
notified the Noteholders that it is exercising the Issuer
Make-whole Redemption Call set out Condition 6(c)(C) in
respect of the Notes.

“Denomination of Notes” ..................

The Notes will be issued in such denominations as may be
specified in the applicable Final Terms save that (i) in thecase of any Notes which, with respect to the EEA, are to
be admitted to trading on a regulated market within the
EEA or offered to the public in any Member State of the
EEA in circumstances which require the publication of aprospectus under the Prospectus Regulation, the minimum
specified denomination shall be €100,000 and (ii) the
minimum denomination of each Note will be such as may
be allowed or required from time to time by the relevant
central bank (or equivalent body) or any laws or
regulations applicable to the relevant Specified Currency,
see Certain restrictions – Notes having a maturity of lessthan one year above.

“Taxation” .........................................

Payments in respect of the Notes will be made subject towithholding of applicable Dutch taxes (if any); provided
that the applicable Final Terms may provide that additional
payments are required in respect of withholding or
deduction for or on account of taxes levied in the
Netherlands, subject to certain exceptions as provided in
Condition 7. If the applicable Final Terms provides thatpayments are to be made subject to withholding of
applicable Dutch taxes (if any), it will also specify that
Condition 7(b) will not apply to the Notes.

“Negative Pledge” .............................

See Condition 3.

“Cross Acceleration” .........................

See Condition 9(c).

4“Status of the Senior Notes” .............

The Senior Notes will constitute direct, unsecured andunsubordinated obligations of the Issuer and will rank paripassu without any preference among themselves and (withthe exception of obligations in respect of national and local
taxes and certain other statutory exceptions) equally withall other unsecured and unsubordinated obligations of theIssuer.

“Status and other terms of Subordinated The Subordinated Notes (being those Notes that specify
their status as Subordinated) and the Coupons relating toNotes”................................................
them constitute unsecured and subordinated obligations of
the Issuer and rank pari passu and without any preference
among themselves. In the event of, inter alia, theinsolvency or liquidation of the Issuer, the payment
obligations of the Issuer under or in respect of theSubordinated Notes and the Coupons relating to them shallrank in right of payment after unsubordinated unsecured
creditors of the Issuer, and any set-off by holders of a
Subordinated Note shall be excluded until all obligationsof the Issuer vis-à-vis its unsubordinated unsecured
creditors have been satisfied.
“Substitution” ....................................

The Issuer may substitute for itself as principal debtor
under the Notes any company of which more than 90 per
cent. of the shares are directly or indirectly held by theIssuer (a “Substituted Debtor”) on the terms and in themanner provided in Condition 16.
If a Substituted Debtor becomes the principal debtor in
respect of any of the Notes, it will publish a supplement tothis Base Prospectus in accordance with the applicable
rules and regulations.

“Listing and admission to trading”....

Application has been made to Euronext Amsterdam for
Notes issued under the Programme up to the expiry of 12months from the date of this Base Prospectus to be
admitted to the Official List and trading on its regulated
market.
Unlisted Notes may also be issued. The applicable Final
Terms will state whether or not the Notes are to be listed
or admitted to trading, as the case may be.

“Rating” ............................................

Moody’s Investors Service Espana, S.A. (“Moody’s”) has
assigned to the Programme a Baa1 credit rating. The ratingof certain Series of Notes to be issued under the
Programme may be specified in the applicable Final
Terms. Whether or not each credit rating applied for in
relation to relevant Series of Notes will be issued by acredit rating agency established in the European Union andregistered under Regulation (EC) No. 1060/2009 (asamended, the “CRA Regulation”) will be disclosed in the
Final Terms. Where a certain Series of Notes issued under
the Programme is rated, its rating will not necessarily be
the same as the rating applicable to the Programme. A
security rating is not a recommendation to buy, sell or hold5

securities and may be subject to suspension, reduction orwithdrawal at any time by the assigning rating agency.
Each of Moody’s and S&P Global Ratings Europe Limited(“S&P”) are credit rating agencies established in theEuropean Union and are registered under the CRA
Regulation.
“Governing Law” ..............................

The Notes and any non-contractual obligations arising outof or in connection with the Notes will be governed by, andshall be construed in accordance with, the laws of theNetherlands.

“Selling Restrictions” ........................

There are selling restrictions in relation to the UnitedStates, the European Economic Area (including theNetherlands), the UK, Hong Kong, The People’s Republicof China, Singapore and Japan, and such other restrictions
as may be required in connection with the offering and saleof a particular Tranche of Notes. See Subscription and Sale
below.

6

RISK FACTORSThe Issuer believes that the following factors may affect its ability to fulfil its obligations under Notes
issued under the Programme. Most of these factors are contingencies which may or may not occur. In
addition, factors which are material for the purpose of assessing the market risks associated with Notes
issued under the Programme are also described below.
The Issuer believes that the factors described below represent the material risks currently deemed to be
inherent in investing in Notes issued under the Programme. However, the risks and uncertainties described
below are not the only risks UMG is facing, and the inability of the Issuer to pay interest, principal orother amounts on or in connection with any Notes may occur for other reasons currently unknown and theIssuer does not represent that the statements below regarding the risks of investing in any Notes are
exhaustive. Additional risks not currently known to UMG or that UMG now deems immaterial could also
adversely affect UMG’s ability to fulfil its obligations under Notes issued under the Programme.
Prospective investors should carefully review the entire Base Prospectus and should reach their own views
before making any decision on the merits and risks of investing in the Notes. Before making an investment
decision with respect to the Notes, prospective investors should consult their own financial, legal and tax
advisers to carefully review and assess the risks associated with an investment in the Notes and consider
such an investment decision in the context of the investor’s personal circumstances. This Base Prospectus
contains “forward-looking” statements that involve risks and uncertainties. UMG’s actual results may
differ significantly from the results discussed in the forward-looking statements. Factors that might causesuch differences include those discussed below and elsewhere in this Base Prospectus. Please see“Forward-looking statements”.
RISK FACTORS CONCERNING THE ISSUER
A.

Risks Related to UMG’s Business and Industry

1.1

UMG may be unable to compete successfully in the highly competitive industry and markets
in which it operates and UMG’s business may be adversely affected if UMG fails to identify,
attract, sign and retain successful recording artists and songwriters.

The industry in which UMG operates is highly competitive, influenced by consumer preferences andrapidly evolving. UMG’s competitive position is dependent on identifying, attracting, signing andretaining recording artists and songwriters who are or will become commercially successful, who havelong-term potential, whose music is well received, whose subsequent music is demanded by consumers
and whose music will continue to generate sales as part of its catalogue for years to come.
UMG is also dependent on signing and retaining songwriters who are capable of writing songs that willbe the popular hits of today and the classics of tomorrow. UMG’s competitive position is dependent on its
continuing ability to attract and develop such recording artists and songwriters whose work can achieve ahigh degree of popularity and thereafter, continue to create music and songs to retain, engage and expand
their fan base. With regard to development of recording artists and songwriters, UMG believes thattraditional, high-touch, full-service label deals with its portfolio of world-renowned labels, provide themost long-term value to an artist and greatly increase the commercial success, consumer base andlongevity potential for artists at every stage of their careers. These deals provide for the full suite ofprofessional expertise and global resources of a major label, including a comprehensive approach tocontent creation, organic artist development, timing, marketing, promotion, financial investment, andforward planning.
UMG uses external sources of data provided by streaming platforms or other external providers.
Limitations to access of such data could adversely impact UMG’s capability of identifying future talents
and therefore negatively affect its business. While UMG is required to devote significant time andinvestment to these activities, the returns on these activities are influenced by a number of factors,
including factors outside of the control of UMG, and are uncertain at the time of investment. To the extent
7

that the expected returns from these activities fail to materialize or are not in line with expectations, thismay affect UMG’s ability to fulfil its obligations under Notes issued under the Programme.
UMG’s competitors may become more successful at signing, marketing and promoting recording artists,
for example if UMG’s competitors increase the amounts they spend to discover, or to market and promote,recording artists and songwriters or reduce the prices of their music in an effort to expand market share,
which may affect UMG’s ability to fulfil its obligations under Notes issued under the Programme.
UMG’s recorded music business is to a large extent dependent on rapid and significant technologicaldevelopments in order to remain competitive, including access to, selection and viability of newtechnologies, and UMG’s recorded music business is subject to potential pressure from competitors as aresult of technological developments modifying the nature of UMG’s competition.
In addition, changing business practices, particularly due to the emergence of new technologies and accessto a global network of consumers, have resulted and could further result in artists choosing to make content
available to consumers directly without being affiliated with a label or an intermediary, or could result inmusic services playing some of the roles that UMG has traditionally played. In this regard, UMG also
competes with certain of the music distribution platforms who distribute the works of artists andsongwriters without the involvement of labels or intermediaries.
Adapting to, and competing with, rapid technological developments requires substantial investment oftime and resources; however, such investment does not guarantee UMG’s success in developing,
implementing, transitioning to, competing with, utilizing or defending against new technology. Any failure
by UMG to accurately anticipate customers’ changing needs and emerging technological trends could
significantly harm UMG’s competitive position. Furthermore, if UMG fails to keep pace with rapidly
evolving technological developments in artificial intelligence, its competitive position and business results
may suffer. UMG’s competitors or other third parties may incorporate artificial intelligence in a similar ordifferent manner, and may do so more quickly or more successfully than UMG.
If UMG is unable to remain competitive as a result of technological developments, this could affect its
ability to fulfil its obligations under Notes issued under the Programme.
1.2

If streaming and subscription adoption or revenue fail to grow or grow less rapidly than
UMG anticipates, UMG’s business may be adversely affected.

Revenues from subscription music services are important to UMG because they offset declines in
downloads and physical sales and represent a growing area of UMG’s recorded music business. In 2023,
UMG generated €5,700 million of revenue from subscription music services and ad-supported streaming,as compared to €5,321 million in 2022. Consumption formats in the music industry are susceptible totechnological advancements and changing consumer preferences around how music is accessed, as
illustrated in recent years by the global decline in revenue derived from downloads and CD sales andsubsequent downloads. These, and other factors, may in the future negatively impact subscription and adsupported streaming, for example where newer formats become more popular with consumers. Large
quantities of uploads with no meaningful engagement, including non-artist noise content, delivered daily
to digital platforms (including via the use of generative artificial intelligence) increases the challenges formarketing music to fans and policing infringements. Additionally, technology around streaming
manipulation, fraud and hacking is becoming increasingly refined and subscription streaming services arevulnerable which could undermine consumer confidence and cause revenue loss.
If UMG’s subscription or streaming revenue fails to grow, grows less rapidly than it has over the past
several years or declines, UMG’s recorded music business may experience reduced levels of revenue andoperating income. Additionally, slower growth in streaming adoption or revenue is also likely to have anegative impact on UMG’s music publishing business, which generates a significant portion of its revenue
from sales and other uses of recorded music. Both of these may adversely impact UMG’s ability to fulfil
its obligations under Notes issued under the Programme.

8

1.3

UMG relies on digital service providers for the online distribution and marketing of its musicon the basis of contractual terms that are subject to change.

UMG derives an increasing portion of its revenues from the distribution of music through digital
distribution channels and partners with several hundred music services around the world and, in 2023, thetop 50 music services accounted for 98% of UMG’s recorded music digital revenue. In 2023, 70% of
UMG’s recorded music revenue was derived from digital channels.
UMG currently enters into relatively short-term agreements with digital music streaming services. Therecan be no assurance that UMG will be able to renew or enter into new agreements with any digital music
service. The terms of these agreements, including the rates that UMG receives pursuant to them and thebasis for calculation of those rates, may change as a result of changes in the industry or changes in the law,or for other reasons. Decreases in rates or changes to other terms of agreements with digital musicstreaming services could adversely impact UMG’s ability to fulfil its obligations under Notes issued under
the Programme.
UMG’s music is also promoted by the digital music services on playlists curated by such services orgenerated from their algorithms (or a combination of both). Any unfavourable changes made by suchservice providers to their algorithms or to the terms on which they market or promote UMG’s music could
adversely affect UMG’s ability to fulfil its obligations under Notes issued under the Programme.
1.4

UMG’s ability to fulfil its obligations under Notes issued under the Programme may be
adversely affected if it is unable to compete successfully in the evolving markets in which it
operates or is unable to execute its business strategy.

UMG’s markets are constantly and rapidly evolving. UMG expects to increase revenues and cash flow
through a business strategy which requires, among other things, continuing to maximize the long-termvalue of its music by expanding the licensing partners with which UMG works and diversifying its revenue
streams by partnering with an increasing array of new businesses that benefit from the use of music content
to engage consumers. UMG’s strategy includes efforts to grow revenues from new digital platforms,
including fitness and video games, and through business arrangements with non-traditional partners,
including social media platforms. UMG may incur significant costs deploying its business strategy, andthere can be no assurance that UMG will be capable of executing or furthering its business plans during
economic downturns, and UMG may not be able to recoup investments it has made in developing its
business activities. UMG is a key promoter of innovation across the digital ecosystem through partnerships
in new product categories and through proactive efforts to cause its partners to evolve and innovate. UMG
maximizes opportunities to introduce new products, services and revenue streams in various segments
spanning voice, fitness, wellness, social media gaming, live streaming, brand partnerships, start-ups andother categories. UMG faces competition from traditional music industry players as well as new entrants,
and may not be able to execute its business strategy because of a failure to promote innovative products
and/or to keep pace with market evolutions and, as a result, may lose market share to existing or newcompetitors.
Furthermore, the success of UMG’s initiatives relies on adequate third-party support and requires UMG
to accurately forecast and keep up with technological developments and consumer preferences relating toplatforms and may require UMG to implement new business models or adapt to new distribution platforms.
If UMG is unable to implement its strategy successfully or properly react to changes in consumer
preference, its ability to fulfil its obligations under Notes issued under the Programme could be adversely
affected.
1.5

UMG’s ability to fulfil its obligations under Notes issued under the Programme may be
adversely impacted by changes in global economic and financial conditions.

Any decrease in global economic growth, an extended recession, sustained high inflation rates or otherperiods of declining economic conditions, either globally or in any of the markets in which UMG operates,
could adversely affect UMG’s ability to fulfil its obligations under Notes issued under the Programme.
9A significant portion of UMG’s revenues relies on consumers spending discretionary funds on leisureactivities, such as music subscriptions, CDs, vinyl albums and artist merchandise. The state of theeconomy, inflation, deflation, political uncertainty, the availability of consumer credit, taxation,
unemployment and the impact of pandemics, including the COVID-19 pandemic, are all factors that can
influence the prevailing macroeconomic conditions and affect UMG’s business. Economic growth andconsumer confidence are important for UMG’s growth and strategy.
Since early 2022, a number of countries, including most major economies in Europe and North America,
have reported high inflation. Concurrently, central banks in such countries have raised or discussed thepossibility of further increases in interest rates in the future. Such increases in interest rates may reduce
growth and may result in a global or regional recession. Further market volatility may occur as inflation
continues to rise and markets respond to the interest rate increases and the cessation of quantitative easing
programmes by major central banks. Increased inflation may impact the disposable income and shopping
habits of UMG’s customers which may in turn affect the demand for UMG’s products and services and
UMG’s ability to maintain its revenues in line with targets and expectations. Each of these events may
negatively impact discretionary funds available to consumers for leisure activities, and as a result may
negatively impact UMG’s revenues and growth, which may in turn negatively impact UMG’s ability tofulfil its obligations under Notes issued under the Programme.
1.6

UMG operates in many jurisdictions around the world and therefore is subject to a variety oftrends, developments and limitations in those jurisdictions, which could affect it adversely.

UMG has offices engaged in recorded music, music publishing, merchandising and audiovisual content inmore than 60 territories around the world. UMG’s local presence has become increasingly important as
the popularity of music originating from a country’s own language and culture is very significant, andmore countries around the world have developed legitimate business models to monetize music. In
addition, UMG’s business model is increasingly focused on developing business in new high-growthmusic markets. For example, in 2023, UMG strengthened its global presence through new activities, label
launches and key partnerships in the UAE and Thailand. However, if UMG’s music does not continue tohave appeal in various countries, UMG’s results of operations could be adversely impacted and its
investments in new jurisdictions could fail to generate returns for UMG in line with expectations.
Additionally, UMG may not be successful in identifying and signing the most promising artists in thesemarkets, which may negatively impact UMG’s competitive position in these geographies, its prospects
and its ability to generate returns in these markets.
In countries in which UMG currently conducts, or may in the future conduct, its businesses, UMG’soperations, growth strategy and development may be negatively impacted as a result of less developed
digital, internet and mobile network infrastructure. UMG’s success, particularly streaming revenues,
depend on the continued development and use of internet by consumers to access music, as well as
increasing high-speed internet and smartphone penetration. If internet access or smartphone penetration inthese markets develops slower than expected, or is stalled, UMG’s growth strategy could be adversely
affected.
Further, depending on the customs and norms in various markets, UMG’s presence in and generation ofrevenues from other countries may require UMG to accept longer accounts receivable settlement cycles
and may subject UMG to difficulties in collecting its accounts receivables. For more information, see
Section 3.6 (Export and import control laws and regulations, tariffs and trade barriers could have an
adverse effect on UMG’s ability to fulfil its obligations under Notes issued under the Programme) below.
Additionally, as a result of its global presence, UMG is subject to challenges in the global economic
environment, as a result of political instability in jurisdictions where it is present as well as recessionary
trends, inflation and instability in the financial markets in jurisdictions where it is present.
Any failure of UMG to adequately respond to the needs of its operations in various jurisdictions, its
inability to appeal to consumers in various countries or the restrictions on UMG’s business due to customs,
norms and policies in various jurisdictions may adversely impact UMG’s ability to fulfil its obligations
under Notes issued under the Programme.
10

1.7

UMG faces competition for the attention of its consumers given the constantly evolving
entertainment options that are available.

A significant portion of UMG’s revenue comes from the production and distribution of audio andaudiovisual recordings. The success of UMG’s content depends primarily upon its acceptance by the
public and on consumer tastes and preferences, which change over time and are difficult to predict. The
market for these products is highly competitive and competing products are often released into themarketplace at the same time. To remain competitive, UMG constantly seeks new platforms to engage
different demographics of consumers around the world. The commercial success of audio and audiovisual
recordings depends on several variable factors, including the quality and acceptance of competing
offerings released into the marketplace at or near the same time, the availability of alternative forms ofentertainment and leisure time activities and general economic conditions and other tangible and intangible
factors, all of which can change quickly and in unforeseeable ways.
The recorded music business faces competition for consumer attention from other forms of entertainment
and leisure activities, such as cable and satellite television, on-demand television, motion pictures,
podcasts and video games and user-generated content in physical and digital formats. UMG may facecompetition in the future from the development of any number of new forms of entertainment and leisureactivities. Although new platforms and means of entertainment provide opportunities for UMG to engage
its customers, such initiatives may not be successful or offset constantly changing consumer preferences
or cycling preferences between different forms of entertainment.
If UMG’s recorded music business unsuccessfully competes against other existing or new forms ofentertainment and leisure activities, or produces and distributes audio and audiovisual recordings without
broad consumer appeal, that may adversely impact UMG’s ability to fulfil its obligations under Notes
issued under the Programme.
1.8

In addition to competition from traditional music industry players, new entrants into the musicindustry, artists choosing not to sign with labels and the evolving role of intermediaries may
increase competition and impact UMG’s ability to sign artists.

UMG faces competition from traditional music industry players, as well as new entrants, including
investment funds whose investment thesis includes making acquisitions of collections of musicalcompositions, or “catalogue acquisitions”. UMG’s competitors may launch aggressive promotional
campaigns and other marketing activities, or they may pay higher than market rates to attract new talentand increase their market share. In response, in order to stay competitive, UMG may be required to makeadditional investments and incur significant additional expenditures. If UMG is unable to compete
successfully in the changing competitive landscape, UMG may lose market share, worsen its businessprospects and financial condition and its ability to fulfil its obligations under Notes issued under the
Programme may be materially and adversely affected.
In addition, changing business practices, particularly due to the emergence of new technologies and accessto a global network of consumers, has and could further result in artists choosing to make content available
to consumers directly without being affiliated with a label or an intermediary, or could result in music
services playing some of the roles that UMG has traditionally played. In this regard, UMG also competes
with certain of the music distribution platforms who distribute the works of artists and songwriters without
the involvement of labels or intermediaries.
These and other changes in the market could also result in modifications to the ways in which UMG
contracts with its artists and to the revenue generated from those relationships. It is not possible to predict
all the ways in which the music industry could change, and UMG may not be able to effectively adapt toall of these changes and become less competitive. As a result, changing business practices anddisintermediation could have an adverse impact on UMG’s ability to fulfil its obligations under Notes
issued under the Programme.

11

1.9

UMG’s ability to fulfil its obligations under Notes issued under the Programme could be
impaired if it fails to attract and retain its executive officers and other key personnel.

UMG’s success depends, in part, upon the continuing contributions of its executive officers and key
operational and creative personnel, led by its Chairman and Chief Executive Officer, Sir Lucian Grainge.
These executive officers and key personnel possess significant experience within the music industry andtheir established personal connections and relationships in the music industry are important to UMG’soperations. UMG competes with other music and entertainment companies, record labels, digital service
providers, technology companies and other companies for top talent, including executive officers and otherkey personnel.
If UMG were to unexpectedly lose a member of its key management, or were unable to attract and retain
qualified personnel in the future, at a reasonable cost or at all, its ability to fulfil its obligations under Notes
issued under the Programme could be materially and adversely affected.
1.10

Where UMG acquires, combines with or invests in other businesses or joint ventures, UMG
will face risks inherent in such transactions.

UMG has in the past completed and, as part of its business strategy, will continue, from time to time, toconsider strategic transactions, which could involve acquisitions, combinations or dispositions ofbusinesses or assets, or strategic alliances or joint ventures with companies engaged in musicentertainment, entertainment, investing or other businesses. For example, in 2024, UMG acquired a stakein (i) Chord Music Partners (“Chord”), pursuant to a long-term strategic partnership with Chord’s othershareholders to actively manage Chord through UMG’s global network and further develop its catalogueof music and intellectual property and (ii) NTWRK, a premium live-video shopping platform and curated
marketplace serving buyers and sellers. In February 2023, UMG also acquired Hyperion, a British, awardwinning classical music label, in order to further its commitment to investing in classical music talent andproviding for the development of classical recording artists.
UMG may not be successful in addressing any risks or problems encountered in connection with any
strategic transactions. UMG cannot assure that if it makes any future acquisitions, investments, strategic
alliances or joint ventures or enters into any business combination that they will be completed in a timely
manner, or at all, that they will be structured or financed in a way that will enhance its creditworthiness orthat they will meet its strategic objectives or otherwise be successful. In addition, if any new business inwhich UMG invests or which it attempts to develop does not progress as planned, it may not recover thefunds and resources it has expended, and this could have a negative impact on its ability to fulfil its
obligations under Notes issued under the Programme.
Additionally, UMG has made investments into joint ventures with third parties in certain jurisdictions andit may in the future enter into additional such joint ventures as a means of conducting its business in various
jurisdictions. While UMG seeks to ensure that it has appropriate rights when entering into joint ventures,in the future other investors in the joint venture may have or require certain rights under the terms of thejoint venture, and therefore, UMG may not be able to unilaterally make significant decisions or take timely
actions with respect to its joint ventures. UMG’s inability to take decisive unilateral action in respect to its
joint ventures could have a material adverse impact on its ability to fulfil its obligations under Notes issued
under the Programme.
1.11

UMG has engaged in substantial restructuring and re-organization activities in the past, iscurrently engaged in the Organizational Redesign and may need to implement further
restructurings and re-organizations in the future and its restructuring and reorganization
efforts may not be successful or generate expected cost savings.

UMG’s business has been, and may continue to be, impacted by significant ongoing changes in theentertainment industry. In response, it has sought, and will continue to actively seek, to adapt its operations
and cost structure to the changing economics of the industry and to capitalize on growth opportunities. For
example, while physical sales are still significant in some markets, music consumption has shifted from12

an ownership model, whereby consumers purchase vinyl or CDs, to an access model that includes
subscription and ad-supported streaming formats.
UMG announced in February 2024 that it has engaged in the Organizational Redesign (as defined herein).
UMG may also in the future be required to implement further restructuring activities, make additions orother changes to its management or workforce based on other cost reduction measures or changes in themarkets and industry in which it competes, including the evolving skill sets required from its employees.
UMG’s inability to implement the Organizational Redesign successfully or to structure its operations
based on evolving market conditions could impact its business. Furthermore, should UMG fail tosuccessfully complete the Organizational Redesign, it might not be able to achieve the expected costs
savings associated to it, or it might only achieve a portion thereof, and the restructuring costs incurred inconnection with the Organizational Redesign may therefore be greater than the anticipated cost savings.
This could adversely impact UMG’s ability to fulfil its obligations under Notes issued under the
Programme. Restructuring activities can also create unanticipated consequences and negative impacts on
its business, and UMG cannot be certain that any ongoing or future restructuring efforts will be successful
or generate expected cost savings. If UMG were to unsuccessfully implement restructuring and reorganization plans, that could adversely impact UMG’s ability to fulfil its obligations under Notes issued
under the Programme.
1.12

Unfavorable currency exchange rate fluctuations could adversely affect UMG’s ability tofulfil its obligations under Notes issued under the Programme.

A significant portion of UMG’s assets, liabilities, revenues and costs are denominated in currencies otherthan Euros, in particular US Dollars. To prepare its financial statements, UMG must translate those assets,
liabilities, revenues and expenses into Euro from such currencies at then-applicable exchange rates.
Consequently, increases and decreases in the value of the Euro as compared to such other currencies willaffect the amount of these items in its financial statements, even if their value has not changed in their
original currency. These translations could result in significant changes to its results of operations fromperiod to period. In addition, exchange rate fluctuations could cause its expenses to increase as apercentage of net sales, affecting its profitability and cash flows.
From time to time, UMG enters into foreign exchange contracts to hedge the risk of unfavourable foreign
currency exchange rate movements. However, these hedging strategies may not fully eliminate theexchange rate risk and currency volatility to which it is exposed. While UMG seeks to hedge currencytransaction risks by offsetting opposing cash flows (natural hedging) and uses derivative hedges, UMG’sefforts to do so may not be successful or opportunities to do so may not be readily available and such risks
may have a material adverse effect on UMG’s ability to fulfil its obligations under Notes issued under the
Programme.
1.13

Geopolitical instability could adversely affect UMG’s ability to fulfil its obligations under
Notes issued under the Programme.

The 24 February 2022 invasion of Ukraine by Russian military forces has resulted in sustained conflictand disruption in the region. In addition, an armed conflict in Israel and Gaza is ongoing, after the 7
October 2023 attacks led by Hamas against Israel. Sanctions and other measures imposed in response tothese conflicts have increased global economic and political uncertainty. Although Russia, Ukraine andIsrael each represented less than 1% of UMG’s total revenues and EBITDA for the year ended 31
December 2023 and, as such, have not constituted (and do not currently constitute) a material part of
UMG’s business, armed conflicts between Russia and Ukraine and between Hamas and Israel, could
escalate. The significant escalation of these conflicts could increase economic instability and disruption
both inside those countries and across their regions.
The extent and duration of the military action, sanctions and market disruptions resulting from the ongoingmilitary conflicts in Ukraine and the Middle East is highly unpredictable and, if it increases significantly,
could potentially have a material impact on the global economy for an unknown period of time. As a resultof UMG’s revenue profile being very geographically diverse, any downturn in the global economy that13

reduces the disposal income of UMG’s customers might in turn have a negative impact on UMG’srevenues.
B.

Risks Related to Intellectual Property, Data Security and Information Technology

2.1

The success of UMG’s business is dependent on the existence and maintenance of its
intellectual property rights and challenges in obtaining, maintaining, protecting andenforcing UMG’s intellectual property rights and involvement in intellectual property
litigation could adversely affect its ability to fulfil its obligations under Notes issued under the
Programme.

The success of UMG’s business depends on its ability to obtain, maintain, protect and enforce its
trademarks, copyrights and other intellectual property rights around the world. UMG’s intellectual
property rights, as well as its ability to enforce its intellectual property rights depend on the laws andregulations of the many jurisdictions in which it conducts business, which are not consistent acrossjurisdictions. In order to obtain, maintain, protect and enforce its intellectual property rights, UMG takes
a variety of measures, including, if necessary, litigation or proceedings before governmental authorities
and administrative bodies. UMG also has a content protection unit tasked with leading and coordinatingtake downs of content that infringes its intellectual property rights. UMG also works through lobbying(both directly and through trade associations) to influence any changes so that such changes do not
negatively affect the business or broader music industry and its stakeholders.
However, these measures can be expensive and time-consuming and, in some instances, can be ineffective
such that, despite such measures, third parties may be able to obtain and use UMG’s intellectual property
without its permission, and there is no guarantee that UMG will be able to successfully obtain, protect,maintain or enforce its intellectual property rights in every instance.
In addition, if UMG is alleged to have infringed, misappropriated or otherwise violated the intellectual
property rights of a third party (even where such claims are without merit), any litigation to defend theclaim could be costly and would divert the time and resources of management, regardless of the merits ofthe claim and whether the claim is settled out of court or determined in its favour. There can be noassurance that UMG would prevail in any such litigation. If UMG were to lose a litigation relating tointellectual property, in addition to the potential reputational damage, it could be forced to pay monetarydamages, to obtain a license, or to cease using certain intellectual property or technologies.
Additionally, artists signed by UMG may seek to challenge and dispute the scope of intellectual property
rights under their contracts entered into with UMG, including potential disputes as to the application andeffect of technological developments and new formats to access music. In this regard, see Section 3.3(UMG is and could become involved in a number of lawsuits, which could negatively affect UMG’s ability
to fulfil its obligations under Notes issued under the Programme).
Furthermore, notwithstanding any potential benefit of artificial intelligence, new challenges for protecting
UMG’s intellectual property and other rights of UMG’s artists and songwriters may also arise from
artificial intelligence-generated music. The resulting new form of intellectual property infringement iscaused by unauthorised reproduction of copyrighted works, names, images, likeness and voices of UMG’sartists and songwriters to “train” artificial intelligence-generated applications to create unauthorised
derivative works.
Any of the foregoing may cause UMG to suffer economic loss and reputational damage, which would
adversely affect UMG’s ability to fulfil its obligations under Notes issued under the Programme.
2.2

Piracy continues to adversely impact UMG’s business and content protection is a key focus of
UMG’s business.

Technological advances and the conversion of music into digital formats have made it easy to create,transmit and distribute high-quality unauthorized copies of music in a manner that does not provide an
economic return for UMG and/or its artists and songwriters. This includes “stream-ripping” to access
14

UMG’s music illegally through the internet. In a 2022 International Federation of the Phonographic
Industry (“IFPI”) survey of 44,000 internet users across 22 countries, 40% of respondents aged 16-24
admitted using illegal stream-ripping services, the leading form of music piracy. Organized industrial
piracy may also lead to decreased revenues and/or slowed growth revenues. The impact of piracy on
legitimate music revenues and subscriptions is hard to quantify, but UMG believes that illegal file sharing
and other forms of unauthorized activity, including stream manipulation, have a substantial negative
impact on music revenues. In addition, technology to create artificial intelligence-generated music andimages has introduced new challenges for the protection of intellectual property and artist rights. These
include intellectual property infringement through the unauthorised reproduction of copyrighted works totrain artificial intelligence technology, which in turn enables the creation of artificial intelligencegenerated works that infringe intellectual property rights and embody unauthorised renditions of artist
voices, images and likenesses. If UMG is not successful in its content protection efforts, its ability to fulfil
its obligations under Notes issued under the Programme may suffer.
2.3

UMG’s business is subject to a variety of European, US and other supranational and domestic
laws, rules, policies and other obligations regarding data protection.

UMG is subject to laws, regulations, rules, and other obligations governing privacy, data protection, direct
marketing, and cybersecurity in jurisdictions around the world. These laws impose restrictions on the way
UMG and its counterparties may collect, use, retain, secure, disclose, and transfer personal information.
These laws may shape, for example, how UMG engages in eCommerce transactions or other transactions
with consumers; how it operates its online properties; how UMG engages in direct and behaviouraladvertising, email marketing, mobile marketing, and social media activities; and UMG’s internal
operations in areas such as employment and how it transfers data among its subsidiaries. Further, UMG
makes statements about its use and disclosure of personal information through its privacy policies,
information on its websites and press statements.
UMG may also have contractual obligations regarding the use of personal information with its
counterparties.
Privacy, data protection, direct marketing, and cybersecurity are the subject of intense media, political,
and regulatory scrutiny. Several jurisdictions in which UMG is active have recently passed laws in theseareas, and other jurisdictions are considering imposing additional restrictions. These laws, and the ways
in which authorities interpret and enforce them, continue to develop and may be inconsistent fromjurisdiction to jurisdiction. Complying with emerging and changing requirements may cause UMG to incur
substantial costs, change its business practices, modify its product and service offerings, and forego otherbusiness opportunities.
For example, UMG is subject to extensive European regulations on privacy, information security and dataprotection, the main and most relevant of which relate to the collection, protection and use of personal andbusiness data, consumer credit data and other information and the provision of credit ratings, including
Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal
data and on the free movement of such data (the General Data Protection Regulation) (the “GDPR”), theDirective 2002/58/EC of the European Parliament and of the Council of 12 July 2002 concerning theprocessing of personal data and the protection of privacy in the electronic communications sector(Directive on privacy and electronic communications) and national laws implementing each of them.
Additionally, UMG is subject to the UK GDPR (the retained EU law version of the GDPR) and the United
Kingdom’s Data Protection Act 2018. The GDPR, which has applied since 25 May 2018, is directly
applicable in all member states of the European Economic Area (the “Member States”). The GDPR has
increased both the number, and restrictive nature, of the obligations binding on UMG for the collection,
storage and processing of personal data. In particular, the GDPR establishes a tiered approach to penalties
for breach, which enables the relevant authorities to impose fines for some infringements of up to €20
million, or 4% of annual worldwide turnover.
In the United States, UMG is subject to overlapping federal and state laws governing privacy, dataprotection and security. For example, state data breach notification laws or consumer protection laws
15

generally mandate the rules that must be followed in the event of the unauthorized disclosure of personal
information. One of the most significant state privacy laws, the California Consumer Privacy Act, as
amended by the California Privacy Rights Act, establishes actionable rights for stipulated parties relating
to data handled by covered entities such as UMG, as well as obligations on covered entities relating to
privacy disclosures, data handling, and more. The Commonwealth of Virginia has a similar law which
entered into force at the start of 2023, and other states may be following suit. Moreover, UMG is also
subject to regulatory authorities, such as the Federal Trade Commission (“FTC”), and self-regulatory
requirements, such as the Payment Card Industry Data Security Standard (“PCI DSS”). The FTC is
authorized to enforce prohibitions on “unfair or deceptive acts or practices,” to include a company’s
violations of its own privacy policies or commitments, or security or privacy practices that the FTC deems
fundamentally “unfair”. The PCI DSS are a set of payment-related data security requirements the violationof which can result in fines or restrictions on the ability to process transactions. Generally distinct fromstate privacy laws, some state laws also impose separate requirements regarding the handling of payment
card information.
Non-compliance, or even allegations of non-compliance, with these laws or UMG’s public statements orcontracts in these areas, could lead government entities, supervisory authorities or private actors to instituteinvestigations into or proceedings against UMG. These investigations or proceedings may entail legal
costs and reputational harm, and if defense of such proceedings is unsuccessful even in part, UMG mayface significant penalties, liability, or ongoing monitoring or audit requirements.
Additionally, any perceived or actual failure by UMG, including its third-party service providers, to protect
confidential data or any material non-compliance with privacy or data protection or other consumer
protection laws could cause customers to lose trust in UMG, reduce UMG’s ability to attract and retain
customers, artists and other business relationships and counterparties and result in litigation or otheractions being brought against UMG. Lastly, if third parties that UMG works with, such as UMG’s
suppliers, violate applicable laws or UMG’s policies, such violations may also put the information in
UMG’s database at risk and could in turn have an adverse impact on UMG’s ability to fulfil its obligations
under Notes issued under the Programme.
2.4

Cybersecurity presents ongoing risks that could adversely impact UMG’s global data andoperations.

UMG’s systems may be vulnerable to damage from cybersecurity attacks. UMG processes personal data
related to customers, employees, business partners, artists and vendors. UMG also maintains sensitive
confidential business information of itself and, in some cases, counterparties, as well as intellectual
property including rights in music recordings and compositions that in some cases are not yet released.
UMG relies on both its computer systems and those of its service providers for day-to-day operations andto manage these kinds of critical business data. No computer system is immune from attacks or otherincidents, and UMG’s system may be vulnerable to, or may have suffered unknown, security breaches bycomputer hackers and others that attempt to penetrate or otherwise defeat the security measures that it has
in place. A compromise of its security systems that results in the loss or exposure of personal data,
confidential information, or intellectual property could lead to operational disruptions and significant
expenditures to address the incident. Such a compromise could lead to the loss of competitively sensitive
information, theft of funds, reputational harm, litigation and investigations, legal expenses, liability,
penalties, or the imposition of ongoing monitoring or audit requirements which may create operational
disruptions and/or significant expenditures. Any of the foregoing may adversely impact UMG’s ability tofulfil its obligations under Notes issued under the Programme.
2.5

UMG’s operations are dependent on its information technology and information systems, andany disruption to UMG’s IT system or failures in UMG’s IT systems could adversely impact
UMG’s operations.

The integrity, reliability and operational performance of UMG’s information technology (“IT”)
infrastructure and technology network are critical to its operations. UMG relies upon the capacity,16

reliability, and security of its IT hardware and software infrastructure and its ability to expand and update
this infrastructure in response to changing needs.
Certain elements of the IT systems infrastructure on which UMG depends are outsourced to third parties.
The services and functions provided by these third parties are critical to UMG’s business and include (butare not limited to) storage, data processing and network. The availability of UMG’s IT platforms and otherservices may be interrupted by damage or disruption to UMG’s or its third-party service providers’ IT
systems, which may be caused by, for example, hardware or software defects, human error, unauthorizedaccess, fire, power loss, natural hazards, the impact of war and terrorism, disasters or similarly disruptive
events, as well as planned upgrades and improvements which may be subject to developmental delay or
fail to be effective.
While UMG has business continuity procedures in place, there can be no assurance that these will be fully
successful in preventing all disruptions to the availability of UMG’s IT platforms or other services. To theextent UMG outsources its business continuity or disaster recovery operations, it is at risk of the vendor’sunresponsiveness in the event of breakdowns in UMG’s systems, which could cause delays in recovering
service.
Furthermore, performance issues, system interruptions or other failures in UMG’s IT systems could expose
UMG to potential liability to pay damages, as well as reputational harm, additional operating expenses toremediate the IT failures and exposure to other losses or other liabilities, all of which could have a material
adverse effect on UMG’s ability to fulfil its obligations under Notes issued under the Programme.
While UMG maintains what it considers to be an appropriate level of insurance against some of theserisks, UMG’s insurance coverage may not cover all of the costs and liabilities it incurs as the result of any
such interruptions or failures of its IT systems, and if its business continuity and/or disaster recovery plans
do not effectively and timely resolve issues resulting from a disruption, UMG may suffer material adverse
effects on its business.
2.6

UMG faces a potential loss of certain catalogue titles to the extent that those recording artists
have a right to recapture recordings under the US Copyright Act.

The US Copyright Act of 1976, as amended (the “US Copyright Act”), provides authors (or their heirs)a right to terminate transfers of US copyrights (i.e., licenses or assignments of rights in their copyrighted
works) in certain circumstances. This right does not apply to works that are “works made for hire.” Since
the enactment of the Sound Recordings Act of 1971, which first accorded federal copyright protection forsound recordings in the US, the vast majority of UMG’s agreements with recording artists provide thatsuch recording artists render services under a work-made-for-hire relationship. A termination right exists
under the US Copyright Act for transfers of US rights in musical compositions that similarly are not “works
made for hire.” If any of UMG’s commercially available sound recordings created after 15 February 1972
were determined not to be “works made for hire,” then the recording artists (or their heirs) could have theright to terminate the US federal copyright rights they granted to it, generally during a five-year period
starting at the end of 35 years from the date of release of a recording under a post-1977 license or
assignment (or, in the case of a pre-1978 grant in a pre-1978 recording, generally during a five-year period
starting at the end of 56 years from the date of copyright).
Any right of artists to terminate UMG’s copyright rights may adversely impact UMG’s ability to fulfil its
obligations under Notes issued under the Programme.
C.

Legal and regulatory risks

3.1

A significant portion of UMG’s revenues are subject to regulation either by government
entities or by local third-party collecting societies throughout the world and rates on otherincome streams may be set by governmental proceedings or be subject to legislativeintervention, which may limit its profitability.

17

Mechanical royalties and performance royalties (on both physical and digital sales) are two of the main
sources of income for UMG’s music publishing business, accounting for 14% of UMG’s revenue in 2023,
and mechanical royalties are an expense for its recorded music business (except in instances when digital
service providers pay such mechanical royalties directly to publishers), representing 0.8% of UMG’srevenue in 2023. In the United States, compulsory mechanical royalty rates are set every five years
pursuant to an administrative process under the US Copyright Act, unless rates are determined throughindustry negotiations, and performance royalty rates are most commonly, but not exclusively, determinedby negotiations by performing rights organizations, which in the US include American Society ofComposers, Authors and Publishers (“ASCAP”), Broadcast Music, Inc. (“BMI”), the Society of European
Stage Authors and Composers (“SESAC”) and Global Music Rights, LLC. ASCAP and BMI are subject
to a consent decree rate-setting process if negotiations are unsuccessful. The Antitrust Division of the
Department of Justice (the “DOJ”) has previously reviewed its consent decrees with ASCAP and BMI
and, while in January 2021 the DOJ announced that it would take no further action to modify or terminate
such decrees, there is no guarantee that the DOJ will not choose to review such decrees in the future.
Changes to the mechanical royalty rate, the performance royalty rates or consent decrees governing the
US performing rights organizations could potentially impact the profitability of UMG’s music publishingbusiness.
Outside of the United States, mechanical rates are typically negotiated on an industry-wide basis (or for
multi-territorial online licensing, on a repertoire-specific basis but still necessarily in partnership withcollecting societies as rights holders) and may be subject to mandatory collecting regimes. In mostterritories outside the United States, mechanical royalties are typically based on a percentage of wholesale
prices for physical products and based on a percentage of consumer prices for digital formats. Performanceroyalty rates are typically negotiated between the collecting society and the individual licensee. The
mechanical and performance royalty rates set pursuant to such processes may adversely affect UMG bylimiting its ability to increase the profitability of its music publishing and/or recorded music businesses.
The performance royalty rates received by UMG’s recorded music business in the United States forwebcasting and satellite radio are set every five years by an administrative process under the US CopyrightAct unless rates are determined through industry negotiations. In most jurisdictions outside the UnitedStates, UMG’s recorded music business receives payment for the public performance and broadcast of its
sound recordings via collecting societies, with rates generally set by industry agreement or rate setting
tribunal. In certain jurisdictions, governments either have, are proposing or face certain pressure to
introduce legislation which may introduce and/or extend mandatory collective licensing and direct
remuneration claims for certain rights, such as (but not limited to) the introduction of an additional
remuneration right for performers for the so-called “making available” of sound recordings on digital
services.
As revenues continue to shift from physical to diversified distribution channels, it is important that UMG
receives fair value for all of the uses of its intellectual property as its business model now depends upon
multiple revenue streams from multiple sources. To the extent that the rates set for recorded music andmusic publishing income sources through collecting societies or legally prescribed rate-setting processes
are set at levels which are not favourable or economically viable for UMG, this could have an adverse
impact on its ability to fulfil its obligations under Notes issued under the Programme.
3.2

Changes in laws and regulations, including those relating to intellectual property rights,
may have an adverse effect on UMG’s ability to fulfil its obligations under Notes issued
under the Programme.

UMG’s business is subject to a variety of laws and regulations in jurisdictions around the world, including
those relating to intellectual property, content regulation, user privacy, data protection and consumer
protection, antitrust and competition, among others. In addition, various governments currently have underconsideration, and may in the future adopt, new laws, regulations and policies regarding a wide variety ofmatters that could directly or indirectly affect UMG’s business and operations, the ownership of UMG’scontent assets or UMG’s ability to maintain, protect or enforce its intellectual property rights.

18

Furthermore, laws in various jurisdictions differ from each other in significant respects, and theenforcement of such laws can be inconsistent and unpredictable. This could impact UMG’s ability tooperate its business in various jurisdictions and undertake activities that UMG believes is beneficial to its
business. For example, the UK Parliamentary Select Committee on Digital, Culture, Media and Sport
issued its advisory report on 15 July 2021 as part of an inquiry to examine “what economic impact musicstreaming is having on artists, record labels and the sustainability of the wider music industry”. The report
recommended to the UK government a number of actions to regulate music companies, including on issues
related to artist and songwriter compensation, which could hinder or add cost to the companies’ operations.
UMG’s business is also impacted by laws and regulations of the various jurisdictions in which UMG, or
its partners, operate, including quotas, tax regimes, currency restrictions and data protection regimes. The
European Union (EU) adopted the Directive on Copyright in the Digital Single Market (the “Copyright
Directive”) in 2019 to modernize EU copyright rules. The Copyright Directive includes a number of
relevant provisions, including Article 17, which clarifies the EU copyright safe harbour requiring Online
Content Sharing Service Providers (OCSSPs or online platforms that host user-generated content) to
employ “effective and proportionate” measures to prevent unauthorized use of copyrighted materials. The
EU’s Member States must implement the Copyright Directive via enactment of domestic legislation. Whilesome Member States (such as France, The Netherlands, Hungary, Denmark and Malta, among others) are
implementing the Copyright Directive’s Article 17 faithfully to the legislative intent, a few Member States(such as Germany, Belgium and Austria) have implemented legislation that differs significantly from the
Copyright Directive in letter and spirit – and which would not only undo the benefit of Article 17 but also
potentially disrupt existing licensing models. Several national implementations may need to be amended
following a recent European Court of Justice decision. It therefore remains unclear how Article 17 of the
Copyright Directive will be applied in the different Member States.
UMG could also be adversely affected by new laws and regulations, by the threat that additional laws or
regulations may be forthcoming and by changes in existing laws or changes in interpretation of existinglaws by courts and regulators. For example, legislation had been introduced in California that would amend
California Labor Code Section 2855 (Section 2855) such that UMG’s ability to recover damages fromartists that fail to deliver on their contractually promised recordings after more than seven years may behindered. While that proposed legislation did not become law, similar measures could be introduced in the
future. Similarly, changes in the area of copyright law, in particular, could directly or indirectly affect
UMG’s operations, the ownership of UMG’s content assets or UMG’s ability to maintain, protect orenforce its intellectual property rights.
Litigation and proceedings before governmental authorities, whether or not UMG is involved in suchproceedings, may serve as precedents that adversely impact UMG’s operations, ownership of content
assets or intellectual property rights. UMG could incur substantial costs to comply with new or modified
laws and regulations or substantial penalties or other liabilities if it fails to comply with any such laws andregulations. UMG could also be required by such laws and regulations to change or limit certain of its
business practices, which could impact its ability to generate revenues.
Any of the foregoing may adversely impact UMG’s ability to fulfil its obligations under Notes issued
under the Programme.
3.3

UMG is and could become involved in a number of lawsuits, which could negatively affect
UMG’s ability to fulfil its obligations under Notes issued under the Programme.

UMG is and could become involved in a number of lawsuits, disputes or investigations initiated byconsumers, business partners, competitors, artists, governmental entities, tax authorities and third parties.
Such lawsuits, disputes or investigations may relate to, inter alia, copyright infringement, contractual
disputes, employment disputes, antitrust and tax disputes.
In some of these cases, if UMG fails to negotiate an amicable settlement, it may be ordered to pay damages
or financial penalties. UMG recognizes a provision each time a risk is identified, is likely to materialize
and is either quantifiable or can be estimated with reasonable accuracy. In addition to the legal proceedings
which UMG is currently involved in, it could become involved in litigation in the future. Any of the19foregoing could have an adverse impact on UMG’s ability to fulfil its obligations under Notes issued under
the Programme.
3.4

Changes in tax laws or challenges to the Group’s tax position could adversely affect UMG’s
ability to fulfil its obligations under Notes issued under the Programme.

Given the footprint of UMG’s operations globally, UMG is subject to complex tax laws and regulationsin the various countries where it operates. Adverse developments in applicable tax laws or regulations, or
any change in the position by the relevant authorities regarding the application, administration orinterpretation of any applicable tax laws or regulations, could subject UMG to additional or increased tax
payments, and in turn have a material adverse effect on UMG’s business, financial condition and resultsof operations. If UMG’s tax positions were challenged by tax authorities, the potential imposition of
additional or increased taxes could require UMG to pay taxes that UMG currently does not collect or pay
or increase the costs of UMG’s services to track and collect such taxes, which could in turn increase
UMG’s costs of operations or UMG’s effective tax rate and could have an adverse impact on UMG’s
ability to fulfil its obligations under Notes issued under the Programme.
Moreover, any change in the tax law, such as an increase of tax rate or a change in determination of tax
basis, could have a material adverse impact on UMG. Given the international nature of UMG’s operations,
UMG may be particularly impacted by changes to regulations relating to transfer pricing and withholding
taxes on the repatriation of funds.
3.5

UMG may be subject to scrutiny under antitrust and competition laws

UMG may be subject to scrutiny in the countries and regions where it operates by various government andregulatory agencies such as the Federal Trade Commission, the Antitrust Division of the DOJ, theEuropean Commission, under US and EU law and regulation, and other foreign laws and regulations,
including antitrust and competition laws. These and other government agencies, entities and individuals
have jurisdiction to consider whether UMG’s business practices violate applicable antitrust or competition
laws of the countries and regions in which UMG operates. UMG’s licensing agreements, including withstreaming services, satellite radio, and web-based services may be subject to regulatory scrutiny and might
be the subject of regulatory action or antitrust litigation.
Any such actions, claims or investigations, even if without foundation, may be very expensive to defend
or respond to, involve negative publicity and substantial diversion of management time and effort, andcould result in reputational harm, significant judgments against UMG, or require UMG to change its
business practices, which may materially and adversely affect UMG’s ability to fulfil its obligations under
Notes issued under the Programme.
3.6

Export and import control laws and regulations, tariffs and trade barriers could have an
adverse effect on UMG’s ability to fulfil its obligations under Notes issued under the
Programme.

UMG has offices in more than 60 territories around the world and exports music and merchandise fromcountry to country. UMG’s exports not only include physical exports, such as vinyl, CDs and merchandise,including apparel, but also digital trade and is subject to a variety of export control and import laws andregulations and trade and tariff regulations. Compliance with export control and import laws andregulations may create delays in the introduction of UMG’s music and merchandise in international
markets, resulting in a loss of opportunities and increase costs due to import and export duties and tariffs.
Any change in export or import laws and regulations, shift in the enforcement or scope of existing laws,
sanctions and regulations, or change in the countries, governments, persons or technologies targeted bysuch laws and regulations, could also result in decreased ability to export UMG’s music and merchandise
to consumers. Any limitation on UMG’s ability to export its music or merchandise could materiallyadversely affect its ability to fulfil its obligations under Notes issued under the Programme.

20

3.7

ESG regulations relating to UMG’s operations could subject UMG to increasing costs and/orfines.

UMG’s operations are subject to European directives and regulations, national, state and local laws, rules,
taxes and regulations relating to environmental, social and governance (“ESG”) norms. While there is
growing demand for increased disclosure and transparency, UMG must balance new disclosure
requirements against the ability to provide relevant, standardized, and accurate data given the guidance
available. In particular, UMG’s ESG framework complies with the European Union’s Non-Financial
Reporting Directive and the Dutch Corporate Governance Code, and UMG’s work in each pillar aims tocontribute to the United Nations Sustainable Development Goals. The European Union’s Non-Financial
Reporting Directive and the Dutch Corporate Governance Code primarily affect the way in which UMG
conducts its operations with regard to sustainability impacts, risks and opportunities (including withregards to the monitoring of certain key performance indicators). In many cases, sustainability regulations
and their related guidance are very new and continue to evolve. Failure to comply therewith due to UMG’s
inability to adapt to changes in applicable ESG regulations could lead to fines and other penalties. In
addition, any failure of UMG to meet its ESG commitments, because of unanticipated changes related tothe monitoring of certain key performance indicators or otherwise, could result in publicity which may
impact UMG’s brand reputation due to the growing importance attached to certain ESG matters by usersof sustainability statements and affected stakeholders. In particular, with the growing number ofenvironmental regulations, their increased rigor and granularity, and in many cases their lack ofinteroperability, the cost of complying with various environmental requirements, as they now exist or may
be altered in the future, could materially adversely affect UMG’s ability to fulfil its obligations under
Notes issued under the Programme.
UMG is committed to evaluating its ESG material topics annually. In 2022, UMG conducted acomprehensive ESG materiality assessment to identify the environmental, social, and governance topics
most material to UMG and its stakeholders. In 2023, UMG further validated its material topics with subject
matter experts and a cross-functional group of over 100 UMG leaders across UMG’s business operations.
UMG also monitors its compliance with the European Union’s Corporate Sustainability Reporting
Directive (“CSRD”). In 2023, UMG establish a CSRD Steering Committee to oversee strategic andtactical implementation as well as publication of its Sustainability Statement in alignment with theregulation, including its double-materiality assessment. UMG’s Board (as defined herein) is responsible
for sustainable long-term value creation, including the oversight of UMG’s sustainability programme, as
well as the integrity of UMG’s non-financial reporting. The Audit Committee supports the Board in
relation to these responsibilities and considers ESG topics as part of its work. If UMG is unable to comply
with applicable ESG regulations, including CSRD, UMG could be subject to significant costs and/or fines,
which could in turn materially adversely affect UMG’s ability to fulfil its obligations under Notes issued
under the Programme.
RISK FACTORS CONCERNING THE NOTESA.

Risks related to the structure of an issuance of Notes

If the Issuer has the right to redeem any Notes at its option, this may limit the market value of the Notes
concerned and an investor may not be able to reinvest the redemption proceeds in a manner which
achieves a similar effective return.
An optional redemption feature of Notes is likely to limit their market value. During any period when theIssuer may elect to redeem Notes, the market value of those Notes generally will not rise substantiallyabove the price at which they can be redeemed. This also may be true prior to any redemption period.
The Issuer may be expected to redeem Notes when its cost of borrowing is lower than the interest rate on
the Notes. At those times, an investor generally would not be able to reinvest the redemption proceeds at
an effective interest rate as high as the interest rate on the Notes being redeemed and may only be able to
do so at a significantly lower rate. Potential investors should consider reinvestment risk in light of otherinvestments available at that time.
21

If the Notes include a feature to convert the interest basis from a fixed rate to a floating rate, or viceversa, this may affect the secondary market and the market value of the Notes concerned.
Fixed/Floating Rate Notes may bear interest at a rate that converts from a fixed rate to a floating rate, orfrom a floating rate to a fixed rate. Where the Issuer has the right to effect such a conversion, this willaffect the secondary market and the market value of the Notes since the Issuer may be expected to convert
the rate when it is likely to produce a lower overall cost of borrowing. If the Issuer converts from a fixed
rate to a floating rate in such circumstances, the spread on the Fixed/Floating Rate Notes may be lessfavourable than then prevailing spreads on comparable Floating Rate Notes tied to the same reference rate.
In addition, the new floating rate at any time may be lower than the rates on other Notes. If the Issuer
converts from a floating rate to a fixed rate in such circumstances, the fixed rate may be lower than thenprevailing rates on its Notes and could affect the market value of an investment in the relevant Notes.
For instance, Investors should be aware that, if Euro Interbank Offered Rate (“EURIBOR”) were
unavailable, the rate of interest on Floating Rate Notes which reference EURIBOR will be determined forthe relevant period by the fall-back provisions applicable to such Notes. This may result in the effective
application of a fixed rate based on the rate which applied in the previous period when EURIBOR was
available.
The Independent Advisor and the Issuer might have conflicts of interests that could have an adverse
effect on the interests of the Noteholders
Pursuant to the applicable fallback provisions contained in Condition 4(b)(vii), the Independent Advisor
will have the discretion to determine whether a successor interest rate for EURIBOR or any other interest
rate benchmark is available. This may lead to a conflict of interests between the Issuer (being responsible
for the compensation of the Independent Advisor) and the Independent Advisor, on the one hand, and theNoteholders on the other, including with respect to certain determinations and judgments that the
Independent Advisor may make pursuant to Condition 4(b)(vii), which may influence the amountreceivable by Noteholders under the Notes. In particular, potential investors should be aware that the Issuer
may be involved in general business relationship or/and in specific transactions with the Independent
Advisor and that the latter may hold from time to time debt securities, shares or/and other financial
instruments of the Issuer.
Notes issued at a substantial discount or premium may experience price volatility in response to changes
in market interest rates.
The market values of securities issued at a substantial discount or premium from their nominal amount
tend to fluctuate more in relation to general changes in interest rates than do prices for conventional
interest-bearing securities. Furthermore, the longer the remaining term of the securities, the greater the
price volatility as compared to conventional interest-bearing securities with comparable maturities. Suchvolatility could have a material adverse effect on the value of and return on any such Notes.
An investor in Subordinated Notes assumes an enhanced risk of loss in the event of the Issuer’s
insolvency.
The Issuer’s obligations under Subordinated Notes will be unsecured and subordinated and will rank paripassu among themselves. In the event of the insolvency (bankruptcy (faillissement) or a moratorium(surseance van betaling)) or dissolution (ontbinding) or liquidation (vereffening) of the Issuer, the payment
obligations of the Issuer under the Subordinated Notes will rank in right of payment after unsubordinatedunsecured creditors of the Issuer (and any set-off by holders of a Subordinated Note will be excluded until
all obligations of the Issuer vis-à-vis its unsubordinated unsecured creditors have been satisfied), but will
rank at least pari passu with all other subordinated obligations of the Issuer that are not expressed by theirterms to rank junior to the Subordinated Notes, and in priority to the claims of shareholders of the Issuer.
Accordingly, although Subordinated Notes may pay a higher rate of interest than comparable Notes which
are not subordinated, there is an enhanced risk that an investor in Subordinated Notes will lose all or someof their investment should the Issuer become insolvent.

22

If the Issuer has the right to redeem any Notes at its option, it may make such redemption subject toconditions precedent, which makes an announced redemption uncertain.
In the case of Notes where Issuer Refinancing Call or Issuer Make-whole Redemption Call is specified as
being applicable in the Final Terms, redemption of such Notes may, at the Issuer’s discretion, be subject
to one or more conditions precedent, in which case the notice of redemption shall state the applicablecondition(s) precedent and that, in the Issuer’s discretion, the Refinancing Repurchase Date or the Makewhole Redemption Date, as applicable, may be delayed until such time as any or all such conditions shallbe satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur in the eventthat any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion)by the Refinancing Repurchase Date or the Make-whole Redemption Date, as applicable, or by such dates
so delayed.
B.

Risks related to the Notes

The conditions of the Notes contain provisions which may permit their modification without the consent
of all investors.
The conditions of the Notes contain provisions for calling meetings of Noteholders to consider and voteupon matters affecting their interests generally or to pass resolutions in writing or through the use ofelectronic consents. These provisions permit defined majorities to bind all Noteholders, including
Noteholders who did not attend and vote at the relevant meeting, or, as the case may be, did not sign thewritten resolution or give their consent electronically, and including those Noteholders who voted in amanner contrary to the defined majority.
The conditions of the Notes also provide that the Principal Paying Agent may, without the consent ofNoteholders, agree to (i) any modification (not being a modification requiring the approval of a meetingof Noteholders) of any of the provisions of Notes which is not materially prejudicial to the interests of the
Noteholders or (ii) any modification of the Notes which is of a formal, minor or technical nature or is madeto correct a manifest error or to comply with mandatory provisions of law or (iii) the substitution of anothercompany as principal debtor under any Notes in place of the Issuer, in the circumstances described in
Condition 16 of the Conditions of the Notes. Any such modification, waiver or substitution may becontrary to the interest of one or more Noteholders and as a result the Notes may no longer meet therequirements or investment objectives of a Noteholder.
The value and return of the Notes could be materially adversely impacted by a change in Dutch law oradministrative practice and the jurisdiction of the courts of the Netherlands.
The conditions of the Notes are based on Dutch law in effect at the date of this Base Prospectus, as
supplemented. No assurance can be given as to the impact of any possible judicial decision or change tothe laws of the Netherlands, the official application, interpretation or the administrative practices after thedate of this Base Prospectus. Such changes in laws may include amendments to a variety of tools which
may affect the rights of holders of securities issued by the Issuer, including the Notes. Any such change
could materially adversely impact the value of any Notes affected by it.
Prospective investors should note that the courts of the Netherlands shall have jurisdiction in respect ofany disputes involving any series of Notes. Noteholders may take any suit, action or proceedings arisingout of or in connection with the Notes against the Issuer in any court of competent jurisdiction. The lawsof the Netherlands may be materially different from the equivalent law in the home jurisdiction ofprospective investors in its application to the Notes and the application of the laws of the Netherlands may
therefore lead to a different interpretation of, amongst others, the conditions of the Notes than the investor
may expect if the equivalent law of their home jurisdiction were applied. This may lead to the Notes having
certain characteristics that are materially different from those the investor may have otherwise expected,
and may therefore impact the return on the Notes.
Investors who hold less than the minimum Specified Denomination may be unable to sell their Notes
and may be adversely affected if definitive Notes are subsequently required to be issued.
23

In relation to any issue of Notes which have denominations consisting of a minimum Specified
Denomination plus one or more higher integral multiples of another smaller amount, it is possible thatsuch Notes may be traded in amounts in excess of the minimum Specified Denomination that are notintegral multiples of such minimum Specified Denomination. In such a case a holder who, as a result of
trading such amounts, holds an amount which is less than the minimum Specified Denomination in theiraccount with the relevant clearing system would not be able to sell the remainder of such holding without
first purchasing a principal amount of Notes at or in excess of the minimum Specified Denomination suchthat its holding amounts to a Specified Denomination. Further, a holder who, as the result of trading suchamounts, holds an amount which is less than the minimum Specified Denomination in their account withthe relevant clearing system at the relevant time may not receive a definitive Note in respect of suchholding (should definitive Notes be printed) and would need to purchase a nominal amount of Notes at orin excess of the minimum Specified Denomination such that its holding amounts to a Specified
Denomination. Therefore, if definitive Notes are issued, holders should be aware that definitive Notes
which have a denomination that is not an integral multiple of the minimum Specified Denomination may
be illiquid and difficult to trade.
C.

Risks related to the market in respect of the Notes

An active secondary market in respect of the Notes may never be established or may be illiquid and thiswould adversely affect the value at which investors could sell their Notes.
Notes may have no established trading market when issued, and one may never develop (for example,
Notes may be allocated to a limited pool of investors). If a market does develop, it may not be very liquid.
Therefore, investors may not be able to sell their Notes easily or at prices that will provide them with ayield comparable to similar investments that have a developed secondary market. This is particularly thecase for Notes that are especially sensitive to interest rate, currency or market risks, are designed forspecific investment objectives or strategies or have been structured to meet the investment requirementsof limited categories of investors. These types of Notes generally would have a more limited secondary
market and more price volatility than conventional debt securities. Illiquidity may have a severely adverse
effect on the market value of Notes. Therefore, investors may not be able to sell their Notes easily or at
prices that will provide them with a yield comparable to similar investments that have a developed trading
market.
If investors hold Notes which are not denominated in the investor’s home currency, they will be exposed
to movements in exchange rates adversely affecting the value of their holding. In addition, theimposition of exchange controls in relation to any Notes could result in an investor not receiving
payments on those Notes.
The Issuer will pay principal and interest on the Notes in the Specified Currency. This presents certain
risks relating to currency conversions if an investor’s financial activities are denominated principally in acurrency or currency unit (the “Investor’s Currency”) other than the Specified Currency. These include
the risk that exchange rates may significantly change (including changes due to devaluation of theSpecified Currency or revaluation of the Investor’s Currency) and the risk that authorities with jurisdiction
over the Investor’s Currency may impose or modify exchange controls. An appreciation in the value ofthe Investor’s Currency relative to the Specified Currency would decrease (1) the Investor’s Currencyequivalent yield on the Notes, (2) the Investor’s Currency-equivalent value of the principal payable on theNotes and (3) the Investor’s Currency-equivalent market value of the Notes.
Government and monetary authorities may impose (as some have done in the past) exchange controls that
could adversely affect an applicable exchange rate. As a result, investors may receive less interest or
principal than expected, or no interest or principal.
The value of Fixed Rate Notes may be adversely affected by movements in market interest rates.
Investment in Fixed Rate Notes involves the risk that if market interest rates subsequently increase above
the rate paid on the Fixed Rate Notes, this will adversely affect the value of the Fixed Rate Notes as anequivalent investment issued at the current market interest rate may be more attractive to investors.
24Credit ratings assigned to the Issuer or any Notes may not reflect all the risks associated with aninvestment in those Notes.
The value of the Notes may be affected by the creditworthiness and the credit rating of the Issuer, thecredit rating of the Notes and a number of additional factors, such as market interest and yield rates andthe time remaining to the maturity date and more generally all economic, financial and political events inany country, including factors affecting capital markets generally and the stock exchanges on which theNotes are traded.
Moody’s and S&P have assigned credit ratings to the Issuer and Moody’s has assigned a credit rating to
the Programme (See General Information – Credit Ratings below). One or more independent credit rating
agencies may also assign credit ratings to the Notes. The ratings may not reflect the potential impact of allrisks related to structure, market, additional factors discussed above, and other factors that may affect thevalue of the Notes.
In general, European regulated investors are restricted under the CRA Regulation from using credit ratings
for regulatory purposes, unless such ratings are issued by a credit rating agency established in the EU andregistered under the CRA Regulation (and such registration has not been withdrawn or suspended), subject
to transitional provisions that apply in certain circumstances. Such general restriction will also apply inthe case of credit ratings issued by non-EU credit rating agencies, unless the relevant credit ratings areendorsed by an EU-registered credit rating agency or the relevant non-EU rating agency is certified inaccordance with the CRA Regulation (and such endorsement action or certification, as the case may be,
has not been withdrawn or suspended, subject to transitional provisions that apply in certain
circumstances). The list of registered and certified rating agencies published by the European Securities
and Markets Authority (“ESMA”) on its website in accordance with the CRA Regulation is not conclusive
evidence of the status of the relevant rating agency included in such list, as there may be delays between
certain supervisory measures being taken against a relevant rating agency and the publication of the
updated ESMA list. If the status of the rating agency rating the Notes changes, European regulated
investors may no longer be able to use the rating for regulatory purposes and the Notes may have a different
regulatory treatment. This may result in European regulated investors selling the Notes which may impact
the value of the Notes and any secondary market. The price at which a Noteholder will be able to sell theNotes prior to maturity may be at a discount, which could be substantial, from the issue price or thepurchase price paid by such purchaser.

25

IMPORTANT INFORMATIONThis Base Prospectus comprises a base prospectus for the purposes of Article 8 of the Prospectus
Regulation. When used in this Base Prospectus, Prospectus Regulation means Regulation (EU) 2017/1129,
as amended.
This Base Prospectus has been approved by the Netherlands Authority for the Financial Markets (Autoriteit
Financiële Markten, the “AFM”), as competent authority under the Prospectus Regulation. The AFM only
approves this Base Prospectus as meeting the standards of completeness, comprehensibility andconsistency imposed by the Prospectus Regulation. Such approval should not be considered as anendorsement of the Issuer that is the subject of this Base Prospectus and of the quality of the securities thatare the subject of this Base Prospectus. Investors should make their own assessment as to the suitability ofinvesting in the Notes.
The Issuer accepts responsibility for the information contained in this Base Prospectus and any future
supplements of this Base Prospectus and the Final Terms for each Tranche of Notes issued under the
Programme. To the best of the knowledge of the Issuer the information contained in this Base Prospectus
is in accordance with the facts and makes no omission likely to affect its import.
Where information in this Base Prospectus has been sourced from third parties, this information has been
accurately reproduced and as far as the Issuer is aware and is able to ascertain from the information
published by such third parties, no facts have been omitted which would render the reproduced information
inaccurate or misleading. The source of third-party information is identified where used.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue
price of Notes and any other terms and conditions not contained herein which are applicable to each
Tranche of Notes will be set forth in the Final Terms which will be delivered to Euronext Amsterdam onor before the date of issue of the Notes of such Tranche.
The Programme provides that the Issuer may also issue unlisted Notes.
This Base Prospectus is to be read in conjunction with all documents which are incorporated herein byreference (see Documents Incorporated by Reference). This Base Prospectus shall be read and construed
on the basis that such documents are incorporated in and form part of this Base Prospectus.
Other than in relation to the documents which are deemed to be incorporated by reference (see Documents
Incorporated by Reference), the information on the websites to which this Base Prospectus refers does notform part of this Base Prospectus. The information on any website referred to in this document does notform part of the Base Prospectus unless that information is incorporated by reference into the Base
Prospectus.
An investor intending to acquire or acquiring any Notes from an offeror will do so, and offers and sales of
the Notes to an investor by an offeror will be made, in accordance with any terms and other arrangements
in place between such offeror and such investor including as to price, allocations and settlement
arrangements. The Issuer will not be a party to any such arrangements with investors (other than the
Dealers) in connection with the offer or sale of the Notes and, accordingly, this Base Prospectus and any
Final Terms will not contain such information. The investor must look to the offeror at the time of suchoffer for the provision of such information. The Issuer has no responsibility to an investor in respect ofsuch information.
No person has been authorised by the Issuer to give any information or to make any representation notcontained in or not consistent with this Base Prospectus or any other information supplied in connection
with the Programme and, if given or made, such information or representation must not be relied upon as
having been authorised by the Issuer or any of the Dealers.
Neither this Base Prospectus nor any other information supplied in connection with the Programme should
be considered as a recommendation by the Issuer or any of the Dealers that any recipient of this Base26

Prospectus or any other information supplied in connection with the Programme should purchase any
Notes. Accordingly, no representation, warranty or undertaking, express or implied, is made and no
responsibility is accepted by the Dealers, in their capacity as such, as to the accuracy or completeness of
the information contained in this Base Prospectus or any other information provided by the Issuer or for
any act or omission of the Issuer or any other person (other than the relevant Dealer) in connection with
the issue and offering of the Notes. Each investor contemplating purchasing any Notes should make its
own independent investigation of the financial condition and affairs, and its own appraisal of thecreditworthiness, of the Issuer. Neither this Base Prospectus nor any other information supplied inconnection with the Programme constitutes an offer or invitation by or on behalf of the Issuer or any of
the Dealers to any person to subscribe for or to purchase any Notes.
ABN AMRO in its role as a Listing Agent is not responsible for the accuracy or completeness of theinformation contained in this Base Prospectus or any other information provided by the Issuer or for any
act or omission of the Issuer or any other person in connection with the issue and offering of the Notes.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained herein concerning the Issuer is correct at any time
subsequent to the date hereof or that any other information supplied in connection with the Programme iscorrect as of any time subsequent to the date indicated in the document containing the same. However, theprevious statement in no way detracts from the Issuer’s obligation to prepare a supplement to this Base
Prospectus or publish a new prospectus for use in connection with any subsequent offer of Notes to the
public or issue of Notes to be listed on the regulated market of Euronext Amsterdam in the event of any
significant new factor, material mistake or material inaccuracy relating to information included in thisBase Prospectus which may affect the assessment of any Notes. The Dealers expressly do not undertaketo review the financial condition or affairs of the Issuer during the life of the Programme. Investors should
review, inter alia, the most recent financial statements of the Issuer when deciding whether or not topurchase any Notes.
The distribution of this Base Prospectus and the offer or sale of Notes may be restricted by law in certain
jurisdictions. The Issuer and the Dealers do not represent that this Base Prospectus may be lawfully
distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration orother requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume
any responsibility for facilitating any such distribution or offering. In particular, no action has been takenby the Issuer or the Dealers which is intended to permit a public offering of any Notes outside theNetherlands or distribution of this Base Prospectus in any jurisdiction where action for that purpose isrequired. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Base
Prospectus nor any advertisement or other offering material may be distributed or published in any
jurisdiction, except under circumstances that will result in compliance with any applicable laws andregulations. Persons into whose possession this Base Prospectus or any Notes come must informthemselves about, and observe, any such restrictions. In particular, there are restrictions on the distributionof this Base Prospectus and the offer or sale of Notes in the United States, the European Economic Area
(including the Netherlands), the UK, Hong Kong, The People’s Republic of China, Singapore and Japan(see Subscription and Sale and Transfer and Selling Restrictions below).
IMPORTANT – EEA RETAIL INVESTORS – If the Final Terms in respect of any Notes include alegend entitled “Prohibition of Sales to EEA Retail Investors”, the Notes are not intended to be offered,sold or 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 aperson who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive
2014/65/EU (as amended, “MiFID II”); (ii) a customer within the meaning of Directive 2016/97/EU (asamended, the “Insurance Distribution Directive”), where that customer would not qualify as aprofessional 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 “Prospectus Regulation”). Consequently, no key
information document required by Regulation (EU) No 1286/2014 (the “PRIIPs Regulation”) for offeringor selling the Notes or otherwise making them available to retail investors in the EEA has been prepared27

and therefore offering or selling the Notes or otherwise making them available to any retail investor in the
EEA may be unlawful under the PRIIPs Regulation.
IMPORTANT – UK RETAIL INVESTORS – If the Final Terms in respect of any Notes includes alegend entitled “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 retailinvestor in the UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a retailclient, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic
law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); or (ii) a customer within themeaning of the provisions 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 byRegulation (EU) No 1286/2014 as it forms part of domestic 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 Notes or otherwise making them available toany retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
MiFID II product governance / target market
The Final Terms in respect of any Notes may include a legend entitled “MiFID II product governance”
which may outline the target market assessment in respect of the Notes and which channels for distributionof the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a“distributor”) should take into consideration the target market assessment; however, a distributor subject
to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (byeither adopting or refining the target market assessment) and determining appropriate distribution
channels.
A determination will be made in relation to each issue about whether, for the purpose of the ProductGovernance rules under EU Delegated Directive 2017/593 (the “MiFID Product Governance Rules”),
any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the
Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the
MiFID Product Governance Rules.
UK MiFIR product governance / target market
The Final Terms in respect of any Notes may include a legend entitled “UK MiFIR Product Governance”
which may outline the target market assessment in respect of the Notes and which channels for distributionof the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (adistributor) should take into consideration the target market assessment; however, a distributor subject to
the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR ProductGovernance Rules”) is responsible for undertaking its own target market assessment in respect of theNotes (by either adopting or refining the target market assessment) and determining appropriate
distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR
Product Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such
Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be amanufacturer for the purpose of the UK MiFIR Product Governance Rules.
Notice to Canadian investors – In Canada, this document constitutes an offering of the securities only inthose Canadian jurisdictions and to those persons where and to whom they may be lawfully offered for
sale, and therein only by persons permitted to sell such securities. The offering of the securities in Canada
is being made on a private placement basis in reliance on exemptions from the prospectus requirements
under the securities laws of each applicable Canadian province and territory where the securities may beoffered and sold, and therein may only be made with investors that are purchasing as principal and that28

qualify as both an “accredited investor” as such term is defined in National Instrument 45-106 Prospectus
Exemptions or, if resident in Ontario, subsection 73.3(1) of the Securities Act (Ontario), and as a“permitted client” as such term is defined in National Instrument 31-103 Registration Requirements,
Exemptions and Ongoing Registrant Obligations. Any offer and sale of the securities in any province or
territory of Canada may only be made through a dealer that is properly registered under the securities
legislation of the applicable province or territory wherein the securities are offered and/or sold or,alternatively, by a dealer that qualifies under and is relying upon an exemption from the registration
requirements therein. Any resale of the securities must be made in accordance with applicable securities
laws, which will vary depending on the relevant jurisdiction, and which may require resales to be made inaccordance with exemptions from registration and prospectus requirements. Canadian purchasers areadvised to seek legal advice prior to any resale of the securities.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies
for rescission or damages if this document (including any amendment thereto) contains amisrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser
within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The
purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s provinceor territory for particulars of these rights or consult with a legal advisor.
Each dealer may have an ownership, lending or other relationship with the issuer of the securities offeredby this document that may cause the issuer to be a “related issuer” or “connected issuer” to such dealer, as
such terms are defined in National Instrument 33-105 – Underwriting Conflicts (“NI 33-105”). Pursuant
to Sections 3A.3 and/or 3A.4, as applicable, of NI 33-105, each dealer and the Issuer are relying on an
exemption from the disclosure requirements relating to the relationship between the dealer and the issuer
prescribed by Section 2.1(1) of NI 33-105.
Notification under Section 309B(1)(c) of the Securities and Futures Act 2001 (2020 Revised Edition)of Singapore, as modified or amended from time to time (the “SFA”) – Unless otherwise stated in the
Final Terms in respect of any Notes, all Notes issued or to be issued under the Programme shall beprescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products)
Regulations 2018 of Singapore) and Excluded Investment Products (as defined in MAS Notice SFA 04N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations
on Investment Products).
In connection with the issue of any Tranche of Notes, the Dealer or Dealers named as the Stabilisation
Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in the applicable Final Terms
may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at alevel higher than that which might otherwise prevail. However, stabilisation may not necessarily occur.
Any such stabilisation action may begin on or after the date on which adequate public disclosure of theterms of the offer of the relevant Tranche of Notes is made and, if begun, may cease at any time, but it
must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60
days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or overallotment must be conducted by the relevant Stabilisation Manager(s) (or persons acting on behalf of any
Stabilisation Manager(s)) in accordance with all applicable laws and rules.
All references in this Base Prospectus to “U.S. dollars,” “U.S.$” and “$” refer to the currency of theUnited States of America, those to “euro,” “EUR” and “€” refer to the currency introduced at the start of
the third stage of European economic and monetary union pursuant to the Treaty on the Functioning of theEuropean Union, as amended, those to “Japanese yen,” “yen” and “¥” refer to the currency of Japan,
those to “CHF” refer to the currency of Switzerland and those to “Sterling” and “£” refer to the currencyof Great Britain.
In this Base Prospectus, unless the contrary intention appears, a reference to a law or a provision of a law
is a reference to that law or provision as extended, amended or re-enacted.

29

SUITABILITY OF INVESTMENT
Each potential investor in the Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:(i)have sufficient knowledge and experience to make a meaningful evaluation of the Notes, themerits and risks of investing in the Notes and the information contained or incorporated byreference in this Base Prospectus or any applicable supplement;(ii)

have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on its
overall investment portfolio;(iii)

have sufficient financial resources and liquidity to bear all of the risks of an investment in theNotes, including Notes with principal or interest payable in one or more currencies, or where thecurrency for principal or interest payments is different from the potential investor’s currency;(iv)

understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant
indices and financial markets; and(v)

be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear theapplicable risks.

The Notes are complex financial instruments. Sophisticated institutional investors generally do notpurchase complex financial instruments as stand-alone investments, but instead, purchase complex
financial instruments as a way to reduce risk or enhance yield with an understood, measured, appropriate
addition of risk to their overall portfolios. A potential investor should not invest in Notes unless it has theexpertise (either alone or with a financial adviser) to evaluate how the Notes will perform under changing
conditions, the resulting effects on the value of the Notes and the impact this investment will have on suchpotential investor’s overall investment portfolio.
The investment activities of certain investors are subject to legal investment laws and regulations, or
review or regulation by certain authorities. Each potential investor should consult its legal advisers todetermine whether and to what extent (1) Notes are legal investments for it, (2) Notes can be used ascollateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of any
Notes. Financial institutions should consult their legal advisors or the appropriate regulators to determine
the appropriate treatment of Notes under any applicable risk-based capital or similar rules.

30

FORWARD-LOOKING STATEMENTS
This Base Prospectus includes statements that are, or may be deemed to be, “forward-looking statements”.
These forward-looking statements may be identified by the use of forward-looking terminology, including
the terms “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “may”, “will”
or “should” or, in each case, their negative or other variations or comparable terminology, or by discussionsof strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include
all matters that are not historical facts. They appear in a number of places throughout this Base Prospectus
and include, but are not limited to, statements regarding the intentions of the Issuer’s beliefs or current
expectations concerning, among other things, the business, results of operations, financial position and/or
prospects of UMG and/or UMG’s ability to fulfil its obligations under Notes issued under the Programme.
By their nature, forward-looking statements involve risk and uncertainty because they relate to future
events and circumstances. Forward-looking statements are not guarantees of future performance and thefinancial position and results of operations of the Company, and the development of the markets and theindustries in which the Company operates, may differ materially from those described in, or suggested by,
the forward-looking statements contained in this Base Prospectus. In addition, even if the Company’s
results of operations and financial position, and the development of the markets and the industries in which
the Company operates, are consistent with the forward-looking statements contained in this Base
Prospectus, those results or developments may not be indicative of results or developments in subsequent
periods. A number of risks, uncertainties and other factors could cause results and developments to differ
materially from those expressed or implied by the forward-looking statements. See “Risk Factors” above.

31

DOCUMENTS INCORPORATED BY REFERENCE
The following documents, which have previously been made public and are available on the Issuer’s
website, shall be incorporated by reference in, and form part of, this Base Prospectus:(a)theArticlesof
AssociationoftheIssuerwhich
areavailableathttps://assets.ctfassets.net/e66ejtqbaazg/4hK6v2FiQROZLkzM8dgTal/bb6ea10e10f2bb6266d27
8ee989f832a/B01_-_Articles_of_Association_of_Universal_Music_Group_N.V..pdf;(b)

the publicly available press release setting out a summary of the unaudited and unreviewed
quarterly financial results of the Issuer for the first quarter ended 31 March 2024, available athttps://www.universalmusic.com/universal-music-group-n-v-reports-financial-results-for-thefirst-quarter-ended-march-312024/#:~:text=Music%20Publishing%20revenue%20for%20the,in%20streaming%20and%20sub
scription%20revenue.;(c)the publicly available audited financial statements of the Issuer for the financial year ended 31
December 2023 (prepared in accordance with IFRS-EU, with IFRS as issued by the IASB, andwith Part 9 of Book 2 of the Dutch Civil Code) which are available athttps://view.publitas.com/cfreport/umg-annual-report-2023/page/242 and which appear on pages
242 to 324 (inclusive) of the UMG Annual Report 2023, which is available athttps://view.publitas.com/cfreport/umg-annual-report-2023/page/1, and the independent auditor’sreport which appears therein (on pages 327 to 338);(d)the publicly available audited financial statements of the Issuer for the financial year ended 31
December 2022 (prepared in accordance with IFRS-EU, with IFRS as issued by the IASB, andwith Part 9 of Book 2 of the Dutch Civil Code) which are available athttps://view.publitas.com/cfreport/umg-annual-report-2022/page/226 and which appear on pages
226 to 308 (inclusive) of the UMG Annual Report 2022, which is available athttps://view.publitas.com/cfreport/umg-annual-report-2022/page/1, and the independent auditors’
report which appears therein (on pages 311 to 320); and(e)the terms and conditions of the Notes set out in the previous base prospectus of the Issuer dated
23
May
2023,
pages
46-74
(inclusive),
which
are
availableathttps://assets.ctfassets.net/e66ejtqbaazg/6aFArPlaYzNvDtKqwYtKg/499019ffdfb304c41aba13f2
d0a9f7ce/2023_Base_Prospectus_EMTN_Program.pdf, prepared in relation to the Programme,

save that any statement contained in a document which is incorporated by reference in this Base Prospectus
shall, to the extent applicable, be deemed to modify or supersede (whether expressly, by implication orotherwise) statements contained in a document which is incorporated by reference of an earlier date. Anystatement so modified or superseded shall not be deemed, except as so modified or superseded, toconstitute a part of this Base Prospectus. Those parts of the documents incorporated by reference in thisBase Prospectus which are not specifically incorporated by reference in this Base Prospectus are either not
relevant for prospective investors in the Notes or the relevant information is included elsewhere in thisBase Prospectus. Any documents themselves incorporated by reference in the documents incorporated byreference in this Base Prospectus shall not form part of this Base Prospectus.
The Issuer will provide, without charge, upon request of such person, a copy of any or all of the documents
which are incorporated herein by reference. Requests for such documents should be directed to the Issuer
at its registered office set out at the end of this Base Prospectus. Copies of documents incorporated byreference in this Base Prospectus can also be obtained from the Company’s website(https://investors.universalmusic.com/).
Unless incorporated by reference into this Base Prospectus, the contents of the Company’s website(https://www.universalmusic.com/) or of websites accessible from hyperlinks on that website do not form
part of this Base Prospectus and may not be relied upon in connection with any decision to invest in any
Notes. Other than the information incorporated by reference into this Base Prospectus, the contents of the32Company’s website (https://www.universalmusic.com/) or of websites accessible from hyperlinks on thatwebsite have not been scrutinized or approved by the AFM.
The Issuer will, in the event of any significant new factor, material mistake or material inaccuracy relating
to information included in this Base Prospectus which may affect the assessment of any Notes, prepare a
supplement to this Base Prospectus or publish a new Base Prospectus for use in connection with any
subsequent issue of Notes.

33

FORM OF THE NOTESThe Notes of each Series will either be in bearer form (“Bearer Notes”), with or without interest coupons(“Coupons”) attached, or in registered form (“Registered Notes”), without Coupons attached. Bearer
Notes and Registered Notes will be issued to non-U.S. persons outside the United States in reliance on
Regulation S under the Securities Act (“Regulation S”).
Bearer Notes
Prior to the issuance of any Bearer Notes hereunder, the Issuer will confirm with its counsel that all
documents used in connection with the issuance of such Bearer Notes have been reviewed, revised, andupdated to the extent necessary to ensure that such documents properly allow for the issuance of Bearer
Notes in accordance with U.S. federal income tax law.
Each Tranche of Bearer Notes will be initially represented by a temporary bearer global Note (the“Temporary Bearer Global Note”) (or, if so specified in the applicable Final Terms, a permanent bearer
global Note (the “Permanent Bearer Global Note”)), without interest coupons or talons which in eithercase will:(a)

if the Global Notes are intended to be issued in new global note (“NGN”) form, as stated in theapplicable Final Terms, be delivered on or prior to the original issue date of the Tranche to acommon safekeeper (the “Common Safekeeper”) for Euroclear Bank SA/NV (“Euroclear”) and
Clearstream Banking, S.A. (“Clearstream, Luxembourg”) and/or any other agreed clearing
system or be deposited with the Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V.
(“Euroclear Nederland”); and(b)

if the Global Notes are not intended to be issued in NGN form, be delivered on or prior to theoriginal issue date of the Tranche to a common depositary (the “Common Depositary”) for,Euroclear and Clearstream, Luxembourg and/or any other agreed clearing system or be deposited
with Euroclear Nederland.

Whilst any Bearer Note is represented by a Temporary Bearer Global Note and issued in compliance with
the TEFRA D Rules, payments of principal and interest (if any) due prior to the Exchange Date (as defined
below) will be made (against presentation of the Temporary Bearer Global Note if the Temporary Bearer
Global Note is not intended to be issued in NGN form) only to the extent that certification (in a form to beprovided) to the effect that the beneficial owners of such Note are not United States persons or persons
who have purchased for resale to any United States person, as required by U.S. Treasury regulations, hasbeen received by the relevant clearing system(s) and the relevant clearing system(s) have given a likecertification (based on the certifications they have received) to the Principal Paying Agent. Any referencein this section to the relevant clearing system(s) shall mean the clearance and/or settlement system(s)specified in the applicable Final Terms. On or within a reasonable period after the date (the “Exchange
Date”) which is 40 days after the date on which a Temporary Bearer Global Note is issued, interests in the
Temporary Bearer Global Note will be exchangeable (free of charge), upon request as described therein,
either for interests in a Permanent Bearer Global Note without interest coupons or talons or for definitive
Bearer Notes (as indicated in the applicable Final Terms), in each case (if the Bearer Notes are issued incompliance with the TEFRA D Rules) against certification of beneficial ownership as described in thesecond sentence of this paragraph unless such certification has already been given. The holder of a
Temporary Bearer Global Note will not be entitled to collect any payment of interest or principal due onor after the Exchange Date, unless upon due presentation of the Temporary Bearer Global Note forexchange as aforesaid, delivery of any of the definitive Bearer Notes or Coupons is improperly withheldor refused.
Definitive Bearer Notes will be in the standard euromarket form.
Payments of principal and interest (if any) on a Permanent Bearer Global Note will be made through therelevant clearing system(s) against presentation or surrender (as the case may be) of the Permanent Bearer
Global Note without any requirement for certification. A Permanent Bearer Global Note will be
34exchangeable (free of charge), in whole or (subject to the Bearer Notes which continue to be represented
by the Permanent Bearer Global Note being regarded by the relevant clearing system(s) as fungible withthe definitive Bearer Notes issued in partial exchange for such Permanent Bearer Global Note) in part, in
accordance with the applicable Final Terms for security printed definitive Bearer Notes with, whereapplicable, interest coupons or coupon sheets and talons attached. Such exchange may be made, as
specified in the applicable Final Terms, either: (i) upon not less than 30 days’ written notice being given
to the Principal Paying Agent by a relevant clearing system (acting on the instructions of any of its
participants) as described therein or (ii) upon the occurrence of an Exchange Event, subject to mandatory
provisions of applicable laws and regulations. If and for as long as a Permanent Bearer Global Note isdeposited with Euroclear Nederland, such laws include the Securities Giro Transfer Act (Wet giraal
effectenverkeer) and delivery (uitlevering) will only be possible in the limited circumstances prescribedby the Securities Giro Transfer Act.
An “Exchange Event” means (1) an Event of Default (as defined in Condition 9) has occurred and iscontinuing, (2) the Issuer has been notified that both Euroclear and Clearstream, Luxembourg and/or if
applicable Euroclear Nederland has been closed for business for a continuous period of 14 days (other thanby reason of holiday, statutory or otherwise) or has announced an intention permanently to cease businessor has in fact done so and no alternative clearing system is available or (3) the Issuer has or will become
obliged to pay additional amounts as provided for or referred to in Condition 7 which would not be required
were the Bearer Notes represented by the Permanent Bearer Global Note in definitive form. The Issuer
will promptly give notice to Noteholders in accordance with Condition 13 upon the occurrence of an
Exchange Event. In the event of the occurrence of an Exchange Event, a relevant clearing system or thecommon depositary or the common safekeeper for Euroclear and Clearstream, Luxembourg, as the casemay be, acting on the instructions of any holder of an interest in the global Bearer Note may give noticeto the Principal Paying Agent requesting exchange and in the event of the occurrence of an Exchange
Event as described in (3) above, the Issuer may also give notice to the Principal Paying Agent requestingexchange. Any such exchange shall occur no later than 15 days after the date on which the relevant notice
is received by the Principal Paying Agent. Global Bearer Notes and definitive Bearer Notes will be issued
pursuant to the Agency Agreement (as defined under Terms and Conditions of the Notes below). At thedate hereof, neither Euroclear nor Clearstream, Luxembourg, as opposed to Euroclear Nederland, regard
Bearer Notes in global form as fungible with Bearer Notes in definitive form.
The following legend will appear on all Bearer Notes which have an original maturity of more than one
year and on all interest coupons (including talons) relating to such Notes (other than Temporary Bearer
Global Notes) which are issued in compliance with the TEFRA D Rules:“ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE
CODE.”The sections referred to provide that United States holders, with certain exceptions, will not be entitled todeduct any loss on Notes or interest coupons and will not be entitled to capital gains treatment of any gain
on any sale, disposition, redemption or payment of principal in respect of Notes or interest coupons.
The following legend will appear on all global Bearer Notes held in Euroclear Nederland:“Notice: This Note is issued for deposit with Nederlands Centraal Instituut voor Giraal Effectenverkeer
B.V. (“Euroclear Nederland”) at Amsterdam, the Netherlands. Any person being offered this Note fortransfer or any other purpose should be aware that theft or fraud is almost certain to be involved.
Notice: The custody of this global certificate by Euroclear Nederland shall be subject to Euroclear
Nederland’s conditions as in force from time to time. The Issuer hereby declares that it will abide by these
conditions.”

35

Registered Notes
Each Tranche of Registered Notes offered and sold in reliance on Regulation S, which will be sold to nonU.S. persons outside the United States, will initially be represented by a global note in registered form(“Regulation S Global Notes” or “Registered Global Notes”). Prior to expiry of the distribution
compliance period (as defined in Regulation S) applicable to each Tranche of Notes, beneficial interests
in a Regulation S Global Note may not be offered or sold to, or for the account or benefit of, a transfereein the United States or who is a U.S. person save as otherwise provided in Condition 2 and may not beheld otherwise than through Euroclear or Clearstream, Luxembourg and such Regulation S Global Note
will bear a legend regarding such restrictions on transfer.
Registered Global Notes will be deposited with a common depositary or common safekeeper, as the casemay be, for, and registered in the name of a common nominee of, Euroclear and Clearstream, Luxembourg
or in the name of a nominee of the common safekeeper, as specified in the applicable Final Terms. Persons
holding beneficial interests in Registered Global Notes will be entitled or required, as the case may be,
under the circumstances described below, to receive physical delivery of definitive Registered Notes.
Payments of principal, interest and any other amount in respect of the Registered Global Notes will, in theabsence of provision to the contrary, be made to the person shown on the Register (as defined in Condition
5(d)) as the registered holder of the Registered Global Notes. None of the Issuer, any Paying Agent or theRegistrar will have any responsibility or liability for any aspect of the records relating to or payments ordeliveries made on account of beneficial ownership interests in the Registered Global Notes or for
maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Payments of principal, interest or any other amount in respect of the Registered Notes in definitive form
will, in the absence of provision to the contrary, be made to the persons shown on the Register on therelevant Record Date (as defined in Condition 5(d)) immediately preceding the due date for payment in
the manner provided in that Condition.
Save as otherwise provided in Condition 2, interests in a Registered Global Note will be exchangeable(free of charge), in whole but not in part, for definitive Registered Notes without interest coupons or talonsattached only upon the occurrence of an Exchange Event. For these purposes, “Exchange Event” means(1) an Event of Default (as defined in Condition 9) has occurred and is continuing, (2) in the case of Notes
registered in the name of a nominee for a common depositary or common safekeeper for Euroclear andClearstream, Luxembourg, the Issuer has been notified that both Euroclear and Clearstream, Luxembourg
have been closed for business for a continuous period of 14 days (other than by reason of holiday, statutory
or otherwise) or have announced an intention permanently to cease business or have in fact done so and,in any such case, no successor clearing system is available, or (3) the Issuer has or will become obliged to
pay additional amounts as provided for or referred to in Condition 7 which would not be required were theRegistered Notes represented by the Registered Global Note in definitive form. The Issuer will promptly
give notice to Noteholders in accordance with Condition 13 if an Exchange Event occurs. In the event of
the occurrence of an Exchange Event, Euroclear and/or Clearstream, Luxembourg or any person acting on
their behalf (acting on the instructions of any holder of an interest in such Registered Global Note) may
give notice to the Registrar requesting exchange and, in the event of the occurrence of an Exchange Event
as described in (3) above, the Issuer may also give notice to the Registrar requesting exchange. Any suchexchange shall occur not later than 15 days after the date on which the relevant notice is received by theRegistrar.
Transfer of Interests
Interests in a Registered Global Note may, subject to compliance with all applicable restrictions andCondition 2, be transferred to a person who wishes to hold such interest in the form of a Definitive
Registered Note and Definitive Registered Notes may, subject to compliance with all applicable
restrictions, be transferred to a person who wishes to hold such Notes in the form of an interest in a
Registered Global Note. No beneficial owner of an interest in a Registered Global Note will be able totransfer such interest, except in accordance with the applicable procedures of Euroclear and Clearstream,36

Luxembourg, in each case to the extent applicable. Registered Notes are also subject to the restrictions ontransfer set forth therein and will bear a legend regarding such restrictions, see Subscription and Sale.
GeneralPursuant to the Agency Agreement, the Principal Paying Agent shall arrange that, where a further Trancheof Notes is issued which is intended to form a single Series with an existing Tranche of Notes, the Notesof such further Tranche shall be assigned an ISIN and a common code by Euroclear and Clearstream,
Luxembourg, which are different from the ISIN and common code assigned to Notes of any other Trancheof the same Series until at least the expiry of the distribution compliance period (as defined under
Regulation S) applicable to the Notes of such Tranche.
A Note may be accelerated by the holder thereof in certain circumstances described in Condition 9 of theTerms and Conditions. In such circumstances, where any Note is still represented by a global Note and aholder of such Note so represented and credited to their account with the relevant clearing system(s) (otherthan Euroclear Nederland) gives notice that it wishes to accelerate such Note, unless within a period of 15days from the giving of such notice payment has been made in full of the amount due in accordance withthe terms of such global Note, holders of interests in such global Note credited to their accounts with therelevant clearing system(s) (other than Euroclear Nederland) will become entitled to proceed directlyagainst the Issuer on the basis of statements of account provided by the relevant clearing system(s) (otherthan Euroclear Nederland) on and subject to the terms of the relevant global Note. In the case of a global
Bearer Note deposited with Euroclear Nederland, the rights of Noteholders will be exercised in accordancewith the provisions of such global Bearer Note and the provisions of the Securities Giro Transfer Act (Wetgiraal effectenverkeer).
For so long as any of the Notes is represented by a global Note held on behalf of Euroclear and/or
Clearstream, Luxembourg each person (other than Euroclear or Clearstream, Luxembourg) who is for thetime being shown in the records of Euroclear or of Clearstream, Luxembourg as the holder of a particularnominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or
Clearstream, Luxembourg as to the nominal amount of such Notes standing to the account of any person
shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated by theIssuer and its agents as the holder of such nominal amount of such Notes for all purposes other than withrespect to the payment of principal or interest on such nominal amount of such Notes, for which purposethe bearer of the relevant global Bearer Note or the registered holder of the relevant Registered Global
Note shall be treated by the Issuer and its agents as the holder of such nominal amount of such Notes inaccordance with and subject to the terms of the relevant global Note and the expressions “Noteholder”
and “holder of Notes” and related expressions shall be construed accordingly.
Any reference herein to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so
permits, be deemed to include a reference to any additional or alternative clearing system specified in theapplicable Final Terms.

37

APPLICABLE FINAL TERMS
Set out below is the form of Final Terms which will be completed for each Tranche of Notes issued under
the Programme.
FINAL TERMS[PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Notes are not intended to beoffered, sold or 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 meansa person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive
2014/65/EU (as amended, “MiFID II”); (ii) a customer within the meaning of Directive 2016/97/EU (asamended, the “Insurance Distribution Directive”), where that customer would not qualify as aprofessional 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 “Prospectus Regulation”). Consequently, no key
information document required by Regulation (EU) No 1286/2014 (the “PRIIPs Regulation”) for offeringor selling the Notes or otherwise making them available to retail investors in the EEA has been preparedand therefore offering or selling the Notes or otherwise making them available to any retail investor in the
EEA may be unlawful under the PRIIPs Regulation.] 1[PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Notes are not intended to beoffered, sold or 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) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No
2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018(“EUWA”); or (ii) a customer within the meaning of the provisions of the FSMA and any rules orregulations 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 of domestic 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 theNotes or otherwise making them available to any retail investor in the UK may be unlawful under the UK
PRIIPs Regulation.] 2[MIFID II product governance / Professional investors and ECPs only target market – Solely for the
purposes of [the/each] manufacturer’s product approval process, the target market assessment in respectof the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties andprofessional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes toeligible counterparties and professional clients are appropriate. [Consider any negative target market]. Any
person subsequently offering, selling or recommending the Notes (a “distributor”) should take into
consideration the manufacturer[‘s/s’] target market assessment; however, a distributor subject to MiFID II
is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting
or refining the manufacturer[‘s/s’] target market assessment) and determining appropriate distribution
channels.][UK MIFIR product governance / Professional investors and ECPs only target market – Solely forthe purposes of [the/each] manufacturer’s product approval process, the target market assessment inrespect 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”), andprofessional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtueof the European Union (Withdrawal) Act 2018 (“EUWA”) (“UK MiFIR”); and (ii) all channels for1
2

Legend to be included on front of the Final Terms if the Notes potentially constitute “packaged” products or the issuer wishes to prohibit
offers to EEA retail investors for any other reason, in which case the selling restriction should be specified to be “Applicable.”
Legend to be included unless the Final Terms for an offer of Notes specifies “Prohibition of Sales to UK Retail Investors” as “NotApplicable.”38

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 manufacturer[‘s/s’] target market assessment; however, a distributor subject to the FCA Handbook
Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance
Rules”) is responsible for undertaking its own target market assessment in respect of the Notes (by either
adopting or refining the manufacturer[‘s/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)of Singapore, as modified or amended from time to time (the SFA) – In connection with Section 309Bof the SFA and the Securities and Futures (Capital Markets) Regulations 2018 of Singapore (the “CMP
Regulations 2018”), the Issuer has determined the classification of the Notes as prescribed capital markets
products (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS
Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendation on Investment Products).][Date]
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 [Aggregate Nominal Amount of Tranche] [Title of Notes]
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 base prospectus dated 29 May 2024 [and the supplement[s] to it dated [●]] [and [●]] which [together]
constitute[s] 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 have been prepared forthe purposes of the Prospectus Regulation and must be read in conjunction with such Base Prospectus inorder to obtain all the relevant information. The Base Prospectus and the Final Terms have been publishedon https://investors.universalmusic.com/.
[The following alternative language applies if the first tranche of an issue which is being increased wasissued under a Base Prospectus with an earlier date.]
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the“Conditions”) set forth in the base prospectus dated [●] which are incorporated by reference in the baseprospectus dated 29 May 2024. This document constitutes the Final Terms of the Notes described herein
for the purposes of the Prospectus Regulation and must be read in conjunction with the base prospectus
dated 29 May 2024 [and the supplement[s] to it dated [●] [and [●]] which [together] constitute[s] a baseprospectus for the purposes of the Prospectus Regulation (the “Base Prospectus”), including theConditions incorporated by reference in the Base Prospectus, in order to obtain all the relevant information.
The Base Prospectus has been published on https://investors.universalmusic.com.
[Include whichever of the following apply or specify as ‘Not Applicable’ (N/A). Note that the numbering
should remain as set out below, even if ‘Not Applicable’ is indicated for individual paragraphs orsubparagraphs. Italics denote directions for completing the Final Terms.][If the Notes have a maturity ofless than one (1) year from the date of their issue, the minimum denomination may need to be €100,000 or
its equivalent in any other currency.]

39

1.

Issuer:Universal Music Group N.V.

2.

(i)

Series Number:

[

]

(ii)

Tranche Number:

[

]

(iii)

Date on which the Notes will be The Notes will be consolidated and form a single
consolidated and form a single Series with [identify earlier Tranches] on [theIssue Date/exchange of the Temporary Global
Series:
Note for interests in the Permanent Global Note,
as referred to in paragraph 24 below, which is
expected to occur on or about [date]][NotApplicable]

3.

Specified Currency or Currencies:

4.

Aggregate Nominal Amount:

[

]

(i)

Series:

[

]

(ii)

Tranche:[]5.

Issue Price of Tranche:

6.

(a)

[
] per cent. of the Aggregate Nominal
Amount [plus accrued interest from [insert date]](if applicable)

Specified Denominations: (in []the case of Registered Notes this]means the minimum integral [amount in which transfers can(N.B. Notes must have a minimum denomination
be made)of EUR 100,000 (or equivalent))(Note – where multiple denominations above[€100,000] or equivalent are being used thefollowing sample wording should be followed:“[€100,000] and integral multiples of [€1,000]
in excess thereof up to and including [€199,000].
No Notes in definitive form will be issued with adenomination above [€199,000].”)

(b)

7.

Calculation(Applicable todefinitive form)

Amount (If only one Specified Denomination, insert theNotes in Specified Denomination.
If more than one Specified Denomination, insert
the highest common factor. Note: There must be
a common factor in the case of two or more
Specified Denominations.)(i)

Issue Date:

[

(ii)

Interest Commencement Date:[specify/Issue Date/Not Applicable]

40]

(N.B. An Interest Commencement Date will not
be relevant for certain Notes, for example Zero
Coupon Notes.)
8.

Maturity Date:[Specify date or for Floating rate notes – Interest
Payment Date falling in or nearest to [specify
month and year].]

9.

Interest Basis:[[] per cent. Fixed Rate][[EURIBOR] +/- [Rate]] per cent. Floating[Zero Coupon](see paragraph [15]/[16]/[17] below)
10.

Redemption/Payment Basis:

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

11.

Change of Interest Basis[Specify the date when any fixed to floating ratechange occurs or cross refer to paragraphs 15
and 16 below and identify there] [NotApplicable]

12.

Put/Call Options:[Issuer Call][Issuer Refinancing Call][Issuer Make-whole Redemption Call][Issuer Residual Call][Investor Put – Change of Control][(see paragraph [18]/[19]/[20]/[21]/[22] below)][Not Applicable]

13.

14.

(i)

Status of the Notes:[(ii)

Date corporate approval for [] [and [], respectively]]issuance of Notes obtained:(N.B. Only relevant where Management Board(or similar) authorisation is required for theparticular tranche of Notes)

Method of distribution:[Senior/Subordinated][Syndicated/Non-syndicated]

Provisions Relating to Interest (if any) Payable
15.

Fixed Rate Note Provisions:[Applicable/Not Applicable]

41

(If not applicable, delete the remaining subparagraphs of this paragraph)(i)Rate[(s)] of Interest:[] per cent. per annum payable in arrear
on each Interest Payment Date

(ii)

Interest Payment Date(s):[] in each year, commencing on [●], up to
and including the Maturity Date/[specify other](NB: This will need to be amended in the case oflong or short coupons)(iii)

Fixed Coupon(Applicable todefinitive form)

Amount(s): [Notes in(iv)

Broken Amount(s): (Applicable [] per Calculation Amount, payable on
the Interest Payment Date falling [in/on] [ ] [Notto Notes in definitive form)
Applicable](v)

Day Count Fraction:[30/360 or Actual/Actual (ICMA)](vi)[Determination Date[s]:[[ ] in each year] [Not Applicable]] per Calculation Amount(Insert regular interest payment dates, ignoring
issue date or maturity date in the case of a longor short first or last coupon (NB: This will need
to be amended in the case of regular interest
payments which are not of equal duration) (NB:
Only relevant where Day Count Fraction is
Actual/Actual (ICMA))]
16.

Floating Rate Note Provisions:[Applicable/Not Applicable](If not applicable, delete the remaining subparagraphs of this paragraph)(i)

Specified Period(s)/Specified [Interest Payment Dates:(ii)

Business Day Convention:[Floating Rate Convention/Following Business
Day Convention/Modified Following Business
Day Convention/ Preceding Business Day
Convention](iii)

Additional Business Centre(s):

[

(iv)

Manner in which the Rate of [Screen
Rate
Interest and Interest Amount is Determination]
to be determined:

(v)

Party
responsiblefor [calculating the Rate of Interestand Interest Amount (if not the
Principal Paying Agent):

42

]

]
Determination/ISDA] (the “Calculation Agent”)

(vi)Screen Rate Determination:[Applicable/Not Applicable](If not applicable, delete the remaining items ofthis subparagraph)–

Reference Rate:[] month EURIBOR–

Determination Date(s):[](Second day on which T2 (or any successor
thereto) is open for the payment in euro prior to
the start of each Interest Period if EURIBOR)–

Relevant Screen Page:[](In the case of EURIBOR, if not Reuters
EURIBOR01 ensure it is a page which shows acomposite rate or amend the fallback provisions
appropriately)(vii)

ISDA Determination:[Applicable/Not Applicable](If not applicable, delete the remaining items ofthis subparagraph (vii))[(If
applicable,
note
that
“Administrator/Benchmark Event,” “Generic
Fallbacks” and “Calculation Agent Alternative
Rate Determination” are not workable in a notes
context.
Amendments will therefore need to be made to
the Conditions which will require a PR
drawdown prospectus for the issue)]–Floating Rate Option:[](If “2021 ISDA Definitions” is selected, ensure
this is a Floating Rate Option included in the
Floating Rate Matrix (as defined in the 2021
ISDA Definitions))–

Designated Maturity:

[

]

–

Designated Maturity:[](In the case of a EURIBOR based option, the firstday of the interest period)(viii)

Margin(s):[+/-] [ ] per cent. per annum(ix)

Minimum Rate of Interest:[] per cent. per annum(x)Maximum Rate of Interest:[] per cent. per annum(xi)

Day Count Fraction:[Actual/Actual (ISDA)
Actual/365 (Fixed)
43

Actual/365 (Sterling)
Actual/360
30/36030E/360
30E/360 (ISDA)(See Condition 4 for alternatives)]
17.

Zero Coupon Note Provisions:[Applicable/Not Applicable](If not applicable, delete the remaining subparagraphs of this paragraph)(i)

Accrual Yield:[] per cent. per annum(ii)

Reference Price:

[

]

(iii)

Day Count Fraction in Relation [30/360]
to Early Redemption Amounts [Actual/360][Actual/365]
and late payment:

Provisions Relating to Redemption
18.

Issuer Call:[Applicable/Not Applicable](If not applicable, delete the remaining subparagraphs of this paragraph)(i)

Optional Redemption Date(s):(ii)

Optional
Amount(s):(iii)

If redeemable in part:

(iv)

19.

[

]

Redemption [[ ] per Calculation Amount](A)

Minimum Redemption [Amount:](B)

Maximum Redemption [Amount:]

Notice period (if other than set []out in the Conditions):(N.B. When setting notice periods, the Issuer isadvised to consider the practicalities of
distributionofinformation
throughintermediaries, for example, clearing systems
and custodians, as well as any other noticerequirements which may apply, for example, as
between the Issuer and the Agent.)

Issuer Refinancing Call:[Applicable/Not Applicable](If not applicable, delete the remaining subparagraphs of this paragraph)

44

20.

(i)

Date from which Issuer (To be three months prior to Maturity Date of the
Refinancing Call may be Notes unless another date is specified above forNotes issued with an initial maturity of less than
exercised:five years)(ii)

Notice period (if other than set []out in the Conditions):(N.B. When setting notice periods, the Issuer isadvised to consider the practicalities of
distributionofinformation
throughintermediaries, for example, clearing systems
and custodians, as well as any other noticerequirements which may apply, for example, as
between the Issuer and the Agent.)

Make-whole Redemption Call:[Applicable/Not Applicable](If not applicable, delete the remaining subparagraphs of this paragraph)

21.

(i)

Notice period (if other than set []out in the Conditions):(N.B. When setting notice periods, the Issuer isadvised to consider the practicalities of
distributionofinformation
throughintermediaries, for example, clearing systems
and custodians, as well as any other noticerequirements which may apply, for example, as
between the Issuer and the Agent.)(ii)

Parties to be notified by Issuer [of Make-whole Redemption
Dateand
Make-whole
Redemption
Amountinaddition to those set out in
Condition 6(c)(C):(iii)

Discounting basis for purposes [Annual/Semi-Annual/Quarterly]of calculating sum of the present
values of the Remaining
scheduledpayments
ofprincipal and interest on
Redeemed Notes in thedetermination of the Makewhole Redemption Amount:(iv)

Make-whole
Margin:(v)

Quotation Agent:

[

(vi)

Reference Dealers:[give details](vii)

Reference Security:[give details]

Issuer Residual Call:

Redemption []/[Not Applicable]]] / [Not Applicable][Applicable/Not Applicable]
45

(If not applicable, delete the remaining subparagraphs of this paragraph)(i)

Notice period (if other than set []out in the Conditions):(N.B. When setting notice periods, the Issuer isadvised to consider the practicalities of
distributionofinformation
throughintermediaries, for example, clearing systems
and custodians, as well as any other noticerequirements which may apply, for example, as
between the Issuer and the Agent.)(ii)

Outstanding aggregate nominal [amount threshold (if other thanset out in the Conditions):] or less22.

Investor Put – Change of Control:[Applicable/Not Applicable]

23.

Final Redemption Amount:[[ ] per Calculation Amount]24.

Early Redemption Amount payable on [[ ] per Calculation Amount/As set out inredemption for taxation reasons or on Condition 6(e)]event of default:(N.B. If the Final Redemption Amount is 100 per
cent. of the nominal value (i.e., par), the Early
Redemption Amount is likely to be par (butconsider). If, however, the Final Redemption
Amount is other than 100 per cent. of the nominal
value, consideration should be given as to what
the Early Redemption Amount should be.)General Provisions Applicable to the Notes
25.

Form of Notes:[Bearer Notes:(i)[Temporary Bearer Global Note exchangeable
for a Permanent Bearer Global Note which isexchangeable for Definitive Bearer Notes [on 30
days’ notice given at any time/only upon an
Exchange Event, subject to mandatory
provisions of applicable laws and regulations].]

Form:[Temporary Bearer Global Note exchangeable
for Definitive Bearer Notes on and after the
Exchange Date. [subject to mandatory provisionsof applicable laws and regulations].][Permanent Bearer Global Note exchangeable
for Definitive Bearer Notes [on 30 days’ noticegiven at any time/only upon an Exchange Event,subject to mandatory provisions of applicablelaws and regulations].]](Ensure that this is consistent with the wording
in the “Form of the Notes” section in the Base
Prospectus and the Notes themselves. N.B. The46

exchange upon notice/at any time options should
not be expressed to be applicable if the Specified
Denomination of the Notes in paragraph 6
includes language substantially to the following
effect: “[€100,000] and integral multiples of[€1,000] in excess thereof up to and including[€199,000].” Furthermore, such Specified
Denomination construction is not permitted inrelation to any issue of Notes which is to be
represented on issue by a Temporary/Permanent
Global Note exchangeable for Definitive Notes.)[Registered Notes:
Regulation S Global Note ([ ] nominal amount)registered in the name of a nominee for [acommon depositary for Euroclear andClearstream,
Luxembourg/acommonsafekeeper for Euroclear and Clearstream,
Luxembourg] (specify nominal amounts).](ii)

New Global Note:[Yes] [No](iii)

New Safekeeping Structure:[Yes] [No]26.

Additional Financial Centre(s) or other [Not Applicable/give details]
special provisions relating to Payment(Note that this paragraph relates to the date andDates:
place of payment and not the end dates of Interest
Periods for the purposes of calculating theamount of interest to which paragraph 16(iii)
relates)27.

Talons for future Coupons to be attached [Yes, as the Notes have more than 27 coupon
to Definitive Notes (and dates on which payments, Talons may be required if, on
exchange into definitive form, more than 27
such Talons mature):
coupon payments are still to be made/No]

28.

For the purposes of Condition 13, [Yes/No]
notices to be published in the Financial
Times:

29.

Condition 7(a) or 7(b) of the Notes [Condition 7(a) applies and Condition 6(b) does
not apply/Condition 7(b) applies and Condition
applies:6(b) applies]

THIRD PARTY INFORMATION[[Relevant third party information], has been extracted from [specify source]. The Issuer confirms thatsuch information has been accurately reproduced and that, so far as it is aware, and is able to ascertainfrom information published by [specify source], no facts have been omitted which would render the
reproduced information inaccurate or misleading.]
Signed on behalf of Universal Music Group N.V.
By:........................................................
47

Duly authorised
PART B – OTHER INFORMATION
1.

LISTING AND ADMISSION TO TRADING(i)

Listing and Admission to [Application has been made by the Issuer (or on its
behalf) for the Notes to be admitted to [trading on
trading:theregulatedmarketofEuronext
Amsterdam/specify other relevant regulated and, if
relevant, listing on an official list] with effect from[ ].] [Application is expected to be made by theIssuer (or on its behalf) for the Notes to be admitted
to [trading on Euronext Amsterdam/specify otherrelevant regulated and, if relevant, listing on an
official list] with effect from [ ].] [Not Applicable.](Where documenting a fungible issue need toindicate that original Notes are already admitted
to trading.)

(ii)
2.

Estimate of total expenses [related to admission to trading:]

RATINGS
Ratings:

The Notes to be issued [have been][are expected tobe] rated [ ] by [Insert the legal name of therelevant credit rating agency][Each of] [name of credit rating agency/ies] isestablished in the European Union and is registeredunder Regulation (EC) No. 1060/2009 (asamended) (the “CRA Regulation”).
[Need to include a brief explanation of the meaningof the ratings if this has previously been publishedby the rating provider.](The above disclosure should reflect the rating
allocated to Notes of the type being issued under
the Programme generally or, where the issue has
been specifically rated, that rating.)

3.

[INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save for [any fees]/[the fees of [insert relevant fee disclosure]] payable to theManagers/Dealer, so far as the Issuer is aware, no person involved in the issue of 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 theordinary course of business. – Amend as appropriate if there are other interests]

4.

REASONS FOR THE OFFER AND ESTIMATED NET PROCEEDS

48

(i)

Reasons for the offer:

See “Use of Proceeds” in the Base Prospectus/Givedetails](See “Use of Proceeds” wording in the Base
Prospectus – if reasons for offer different fromwhat is disclosed in the Base Prospectus, givedetails)(ii)
5.

Estimated net proceeds:

[

]

[

]

YIELD (Fixed Rate Notes only)
Indication of yield:

The yield is calculated at the Issue Date on thebasis of the Issue Price. It is not an indication of
future yield.
6.

OPERATIONAL INFORMATION
(i)

ISIN:

[

]

(ii)

Common Code:

[

]

(v)

CFI:

[[See/[[include code], as updated, as set out on] thewebsite of the Association of National Numbering
Agencies (ANNA) or alternatively sourced fromthe responsible National Numbering Agency thatassigned the ISIN/Not Applicable/Not Available]

(vi)

FISN:

[See/[[include code], as updated, as set out on] thewebsite of the Association of National Numbering
Agencies (ANNA) or alternatively sourced fromthe responsible National Numbering Agency thatassigned the ISIN/Not Applicable/Not Available](vii)

Any clearing systems(s) other [Not Applicable/give name(s) and number(s)]than Euroclear Bank SA/NV
and Clearstream Banking,
S.A. and the Relevant
identification number(s):(viii)

Delivery:(ix)

Names and addresses of [additional Paying Agent(s) (if
any):

(x)

Intended to be held in a [Yes][No]manner which would allow[Note that the designation “yes” simply means thatEurosystem eligibility:
the Notes are intended upon issue to be deposited
with one of the ICSDs as common safekeeper[, andregistered in the name of a nominee of one of the
ICSDs acting as common safekeeper, that is, held
under the NSS,] [include this text for Registered
Notes which are to be held under the NSS] and does

Delivery [against/free of] payment

49]not necessarily mean that the Notes will berecognised as eligible collateral for Eurosystemmonetary policy and intra-day credit operations by
the Eurosystem either upon issue or at any or alltimes during their life. Such recognition will
depend upon satisfaction of the Eurosystemeligibility criteria.] [include this text if “yes”
selected in which case Bearer Notes must be issuedin NGN form][Whilst the designation is specified as “no” at thedate of these Final Terms, should the Eurosystemeligibility criteria be amended in the future suchthat the Notes are capable of meeting them theNotes may then be deposited with one of the ICSDs
as common safekeeper [(and registered in the nameof a nominee of one of the ICSDs acting ascommon Safekeeper)] [include this text for
Registered Notes which are to be held under the
NSS]. Note that this does not necessarily mean that
the Notes will then be recognised as eligible
collateral for Eurosystem monetary policy andintra day credit operations by the Eurosystem at
any time during their life. Such recognition will
depend upon the ECB being satisfied thatEurosystem eligibility criteria have been met.]][include this text if “no” selected]
7.

OPERATIONAL INFORMATION(i)

If syndicated,
Managers:

namesof [Not Applicable/give names](ii)

Stabilisation Manager[s] (if [Not Applicable/give names]
any):

(iii)

If non-syndicated, name of [Not Applicable/give names]
relevant Dealer:(iv)

U.S. Selling Restrictions:(v)

Prohibition of Sales to EEA [Applicable/Not Applicable]
Retail Investors:(If the Notes clearly do not constitute “packaged”
products or the Notes do constitute “packaged”
products and a key information document will be
prepared, “Not Applicable” should be specified. If
the Notes may constitute “packaged” products andno key information document will be prepared in
the EEA, “Applicable” should be specified.)(vi)

Prohibition of Sales to UK [Applicable/Not Applicable]
Retail Investors:(If the Notes clearly do not constitute “packaged”
products or the Notes do constitute “packaged”[Reg. S Compliance Category 2; TEFRA D Rules
applicable/TEFRA C Rules applicable/TEFRA not
applicable]

50

products and a key information document will be
prepared in the UK, “Not Applicable” should bespecified. If the Notes may constitute “packaged”
products and no key information document will be
prepared in the UK, “Applicable” should bespecified.)(vii)

Prohibition of Sales to Belgian [Applicable/Not Applicable]
Consumers:(N.B. advice should be taken from Belgian counsel
before disapplying this selling restriction)

51

TERMS AND CONDITIONS OF THE NOTESThe following are the Terms and Conditions of Notes to be issued by the Issuer which will be incorporated
by reference into each global Note and which will be endorsed on (or, if permitted by the rules of Euronext
Amsterdam and agreed between the Issuer and the relevant Dealer, incorporated by reference into) eachdefinitive Note in the standard euromarket form. The applicable Final Terms will be endorsed on,incorporated by reference into, or attached to, each global Note and definitive Note. Reference should bemade to “Applicable Final Terms” above for a description of the content of Final Terms which includes
the definition of certain terms used in the following Terms and Conditions.
This Note is one of a series of Notes issued by Universal Music Group N.V. (the “Issuer,” which
expression shall include any Substituted Debtor (as defined in Condition 16)) pursuant to the Agency
Agreement (as defined below). References herein to the ‘Notes’ shall be references to the Notes of thisSeries (as defined below) and shall mean (i) in relation to any Notes represented by a global Note, units ofeach Specified Denomination in the Specified Currency, (ii) definitive Notes in bearer form (“Bearer
Notes”) issued in exchange (or part exchange) for a global Note in bearer form, (iii) any definitive Notes
in registered form (“Registered Notes”) (whether or not issued in exchange (or part exchange) for a global
Note in registered form) and (iv) any global Note. The holders of the Notes and the Coupons (as defined
below) are deemed to have notice of, are entitled to the benefit of and are subject to the provisions of an
Agency Agreement dated 29 May 2024 (the “Agency Agreement”), as further amended and/or
supplemented and/or restated from time to time and made between the Issuer, Citibank, N.A. as issuingand principal paying agent and agent bank (the “Principal Paying Agent,” which expression shall include
any successor principal paying agent) and the other paying agents named therein (together with the
Principal Paying Agent, the “Paying Agents,” which expression shall include any additional or successor
paying agents), Citibank Europe PLC as registrar (the “Registrar,” which expression shall include any
successor registrar), Citibank, N.A. as exchange agent (the “Exchange Agent,” which expression shall
include any successor exchange agent) and as transfer agent and the other transfer agents named therein(together with the Registrar, the “Transfer Agents” (such agents being together referred to as “Agents”),
which expression shall include any additional or successor transfer agents).
Interest bearing definitive Bearer Notes (unless otherwise indicated in the applicable Final Terms) haveinterest coupons (“Coupons”) and, if indicated in the applicable Final Terms, talons for further Coupons(“Talons”) attached on issue. Any reference herein to Coupons or coupons shall, unless the context
otherwise requires, be deemed to include a reference to Talons or talons. Registered Notes and global
Notes do not have Coupons or Talons attached on issue. Any reference herein to “Noteholders” shallmean (in the case of Bearer Notes) the holders of the Notes, and (in the case of Registered Notes) the
persons in whose names the Notes are registered, and shall, in relation to any Notes represented by a global
Note, be construed as provided below. Any reference herein to “Couponholders” shall mean the holdersof the Coupons, and shall, unless the context otherwise requires, include the holders of the Talons. Any
holders mentioned above include those having a credit balance in the collective depots held by a participantof Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V. (“Euroclear Nederland”).
The Final Terms for this Note is endorsed hereon or attached hereto or applicable hereto or incorporated
by reference herein and supplements these Terms and Conditions. References herein to the applicable
Final Terms are to the Final Terms for this Note.
As used herein, “Tranche” means Notes which are identical in all respects (including as to listing) and“Series” means a Tranche of Notes together with any further Tranche or Tranches of Notes which are (i)expressed to be consolidated and form a single series and (ii) identical in all respects (including as tolisting) from the date on which such consolidation is expressed to take effect except for their respective
Issue Dates, Interest Commencement Dates and/or Issue Prices.
Copies of the applicable Final Terms are available free of charge at the registered office of the Issuer andat the specified offices of the Paying Agents and in an electronic form on the website of the Issuer(https://investors.universalmusic.com).

52

The Noteholders and the Couponholders are deemed to have notice of, are entitled to the benefit of andare subject to all the provisions of the applicable Final Terms which are binding on them.
Words and expressions defined in the Agency Agreement or used in the applicable Final Terms shall havethe same meanings where used in these Terms and Conditions unless the context otherwise requires orunless otherwise stated, and provided that, in the event of inconsistency between the Agency Agreement
and the applicable Final Terms, the applicable Final Terms will prevail.
1.

Form, Denomination and Title
The Notes are in bearer form or in registered form as specified in the applicable Final Terms and,in the case of definitive Notes, serially numbered, in the Specified Currency, the Specified
Denomination(s) and the Form(s) specified in the applicable Final Terms, provided that in the caseof any Notes which are to be admitted to trading on a regulated market within the European
Economic Area or offered to the public in a Member State of the European Economic Area incircumstances which require the publication of a prospectus under Regulation (EU) 2017/1129 (asamended, the “Prospectus Regulation”), the minimum Specified Denomination shall be€100,000.
This Note is a Senior Note or a Subordinated Note as indicated in the applicable Final Terms. This
Note may be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note or a combination of
any of the foregoing, depending on the Interest Basis and Redemption/Payment Basis indicated in
the applicable Final Terms.
Bearer Notes in definitive form are issued with Coupons attached, unless they are Zero Coupon
Notes in which case references to Coupons and Couponholders in these Terms and Conditions are
not applicable.
Subject as set out below, title to the Bearer Notes and Coupons will pass by delivery and title toRegistered Notes will pass upon registration of transfers in accordance with the provisions of the
Agency Agreement. For Notes held by Euroclear Nederland deliveries will be made in accordancewith the Securities Giro Transfer Act (Wet giraal effectenverkeer). Except as ordered by a courtof competent jurisdiction or as required by law or applicable regulations, the Issuer and the Agentsmay deem and treat the bearer of any Bearer Note or Coupon and the registered holder of any
Registered Note as the absolute owner thereof (whether or not overdue and notwithstanding any
notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all
purposes but, in the case of any global Note, without prejudice to the provisions set out in the next
succeeding paragraph.
Notes denominated in euro or, as the case may be, such other currency recognised from time totime for the purposes of eligible collateral for Eurosystem monetary policy and intra-day credit
operations by the Eurosystem, are intended to be held in a manner, which would allow Eurosystemeligibility. Therefore, these Notes will initially be deposited upon issue with Euroclear Bank
SA/NV (“Euroclear”) or Clearstream Banking, S.A. (“Clearstream, Luxembourg”) as common
safekeeper. Adoption of the safekeeping procedure does not necessarily mean that the Notes will
be recognised as eligible collateral for Eurosystem monetary policy and intra-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 the Eurosystem eligibility criteria.
For so long as any of the Notes is represented by a global Note held on behalf of or deposited with
Euroclear and/or Clearstream, Luxembourg, each person (other than Euroclear or Clearstream,
Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream,
Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any
certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the nominal
amount of Notes standing to the account of any person shall be conclusive and binding for all
purposes save in the case of manifest error) shall be treated by the Issuer and any Agent as the53

holder of such nominal amount of such Notes for all purposes other than with respect to thepayment of principal or interest on the Notes, for which purpose the bearer of the relevant global
Bearer Note or the registered holder of the relevant Registered Global Note shall be treated by theIssuer and any Agent as the holder of such Notes in accordance with and subject to the terms of
the relevant global Note (and the expressions “Noteholder” and “holder of Notes” and related
expressions shall be construed accordingly). Notes which are represented by a global Note heldby a common depositary for Euroclear or Clearstream, Luxembourg or deposited with Euroclear
or Clearstream, Luxembourg as common safekeeper will be transferable only in accordance withthe rules and procedures for the time being of Euroclear or of Clearstream, Luxembourg, as thecase may be.
References to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits,
be deemed to include a reference to any additional or alternative clearing system specified in theapplicable Final Terms but shall not include Euroclear Nederland.
2.

Transfers of Registered Notes(a)Transfers of interests in Registered Global Notes
Transfers of beneficial interests in Registered Global Notes will be effected by Euroclear or
Clearstream, Luxembourg, as the case may be, and, in turn, by other participants and, if
appropriate, indirect participants in such clearing systems acting on behalf of beneficial transferors
and transferees of such interests. A beneficial interest in a Registered Global Note will, subject tocompliance with all applicable legal and regulatory restrictions, be exchangeable for Registered
Notes in definitive form or for a beneficial interest in another Registered Global Note only in theauthorised denominations set out in the applicable Final Terms and only in accordance with therules and operating procedures for the time being of Euroclear or Clearstream, Luxembourg, as
the case may be and in accordance with the terms and conditions specified in the Agency
Agreement.

(b)Transfers of Registered Notes in definitive form
Subject as provided in paragraphs (e), (f) and (g) below, upon the terms and subject to theconditions set forth in the Agency Agreement, a Registered Note in definitive form may betransferred in whole or in part (in the authorised denominations set out in the applicable Final
Terms). In order to effect any such transfer (i) the holder or holders must (a) surrender theRegistered Note for registration of the transfer of the Registered Note (or the relevant part of theRegistered Note) at the specified office of any Transfer Agent with the form of transfer thereon
duly executed by the holder or holders thereof or their attorney or attorneys duly authorised inwriting and (b) complete and deposit such other certifications as may be required by the relevant
Transfer Agent and (ii) the relevant Transfer Agent must, after due and careful enquiry, be satisfied
with the documents of title and the identity of the person making the request and that the transfer
is in compliance with the transfer restrictions set forth in such Registered Note. Any such transfer
will be subject to such regulations as the Issuer and the Registrar may from time to time prescribe(the initial such regulations being set out in Schedule 9 to the Agency Agreement). Subject asprovided above, the relevant Transfer Agent will, within three business days (being for thispurpose a day on which banks are open for business in the city where the specified office of therelevant Transfer Agent is located) of the request (or such longer period as may be required tocomply with any applicable fiscal or other laws or regulations), authenticate and deliver, or
procure the authentication and delivery of, at its specified office to the transferee or (at the risk ofthe transferee) send by uninsured mail, to such address as the transferee may request, a newRegistered Note in definitive form of a like aggregate nominal amount to the Registered Note (orthe relevant part of the Registered Note) transferred. In the case of the transfer of part only of a
Registered Note in definitive form, a new Registered Note in definitive form in respect of thebalance of the Registered Note not transferred will be so authenticated and delivered or (at the riskof the transferor) sent to the transferor.
54

Prior to expiry of the applicable Distribution Compliance Period, transfers by the holder of a
Registered Note in definitive form to a transferee in the United States or who is a U.S. person will
not permitted. After expiry of the applicable Distribution Compliance Period, such restriction will
no longer apply to such transfers.
(c)Registration of transfer upon partial redemption
In the event of a partial redemption of Notes under Condition 6, the Issuer shall not be required toregister the transfer of any Registered Note, or part of a Registered Note, called for partial
redemption.

(d)

Costs of registration
Noteholders will not be required to bear the costs and expenses of effecting any registration oftransfer as provided above, except for any costs or expenses of delivery other than by regularuninsured mail and except that the Issuer may require the payment of a sum sufficient to cover
any stamp duty, tax or other governmental charge that may be imposed in relation to theregistration.

(e)Transfers of interests in Global Notes
Prior to expiry of the applicable Distribution Compliance Period, transfers by the holder of, or ofa beneficial interest in, a Registered Global Note to a transferee in the United States or who is a
U.S. person will not be permitted. After expiry of the applicable Distribution Compliance Period
such restriction will no longer apply to such transfers.

(f)Definitions
In this Condition, the following expressions shall have the following meanings:“Distribution Compliance Period” means the period that ends 40 days after the completion of
the distribution of each Tranche of Notes;“Registered Global Note” means a Registered Global Note representing Notes sold outside theUnited States in reliance on Regulation S;“Regulation S” means Regulation S under the Securities Act;
“Securities Act” means the United States Securities Act of 1933, as amended.

3.

Status of the Notes and Negative Pledge(a)Status of the Senior Notes
The Senior Notes and the relative Coupons constitute direct, unsecured and unsubordinatedobligations of the Issuer and rank pari passu without any preference among themselves and (withthe exception of obligations in respect of national and local taxes and certain other statutory
exceptions) equally with all other unsecured and unsubordinated obligations of the Issuer.

(b)

Negative Pledge relating to the Senior Notes
So long as the Senior Notes or any relative Coupons remain outstanding, the Issuer will not, andwill procure that its subsidiaries Universal International Music B.V. and Universal Music Group,
Inc. (the “Specified Subsidiaries”) will not, secure by lien, pledge or other charge upon the wholeor part of their assets any present or future Public Debt (as defined below) of the Issuer or theSpecified Subsidiaries without at the same time securing the Senior Notes equally and rateably
with such Public Debt or providing such other security as the Senior Noteholders may approve by55

an Extraordinary Resolution (as defined in the Agency Agreement). “Public Debt” means any
loan, debt, guarantee or other obligation for repayment of borrowed money which is represented
by bonds or notes or other securities which have an initial life exceeding one year and which arecapable of being listed on any stock exchange or over the counter or similar securities market. For
the purposes of avoiding any doubt in respect of asset-backed financings originated by the Issuer
or the Specified Subsidiaries, the expression “assets” as used in this clause (b) does not include
assets of the Issuer or the Specified Subsidiaries that are charged or sold on a customary nonrecourse basis for the purposes of securing such asset-backed financings, determined inaccordance with the law applicable to such transaction.
(c)Status and Subordination of the Subordinated Notes
The Subordinated Notes (being those Notes that specify their status as Subordinated) and the
Coupons relating to them constitute unsecured and subordinated obligations of the Issuer and rankpari passu and without any preference among themselves. In the event of the insolvency(bankruptcy) (faillissement) or moratorium (surseance van betaling) or dissolution (ontbinding)or liquidation (vereffening) of the Issuer, the payment obligations of the Issuer under or in respectof the Subordinated Notes and the Coupons relating to them, shall rank in right of payment after
unsubordinated unsecured creditors of the Issuer, and any set-off by holders of a SubordinatedNote shall be excluded until all obligations of the Issuer vis-à-vis its unsubordinated unsecured
creditors have been satisfied, but at least pari passu with all other subordinated obligations of theIssuer that are not expressed by their terms to rank junior to the obligations of the Issuer under orin respect of the Subordinated Notes, and in priority to the claims of shareholders of the Issuer.

4.

Interest(a)Interest on Fixed Rate Notes
Each Fixed Rate Note bears interest from and including the Interest Commencement Date at therate(s) per annum equal to the Rate(s) of Interest. Interest will be payable in arrear on the Interest
Payment Date(s) in each year up to (and including) the Maturity Date.
If the notes are in definitive form, except as provided in the applicable Final Terms, the amountof interest payable on each Interest Payment Date in respect of the Fixed Interest Period endingon (but excluding) such date will amount to the Fixed Coupon Amount. Payments of interest on
any Interest Payment Date will, if so specified in the applicable Final Terms, amount to the Broken
Amount so specified.
As used in these Terms and Conditions, “Fixed Interest Period” means the period from (andincluding) an Interest Payment Date (or the Interest Commencement Date) to (but excluding) the
next (or first) Interest Payment Date.
Except in the case of Notes in definitive form where an applicable Fixed Coupon Amount or
Broken Amount is specified in the applicable Final Terms, interest shall be calculated in respectof any period by applying the Rate of Interest to:(A)

in the case of Fixed Rate Notes which are (i) represented by a Global Note or (ii)
Registered Notes in definitive form, the aggregate outstanding nominal amount of (A)theFixed Rate Notes represented by such Global Note or (B) such Registered Notes; or(B)

in the case of Fixed Rate Notes which are Bearer Notes in definitive form, the Calculation
Amount;and, in each case, multiplying such sum by the applicable Day Count Fraction.
The resulting figure (including after application of any Fixed Coupon Amount or Broken Amount,
as applicable, to the aggregate outstanding nominal amount of Fixed Rates Notes which are
56

Registered Notes in definitive form or the Calculation Amount in the case of Fixed Rate Notes
which are Bearer Notes in definitive form) shall be rounded to the nearest sub-unit of the relevant
Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordancewith applicable market convention.
Where the Specified Denomination of a Fixed Rate Note which is a Bearer Note in definitive form
is a multiple of the Calculation Amount, the amount of interest payable in respect of such Fixed
Rate Note shall be the product of the amount (determined in the manner provided above) for the
Calculation Amount and the amount by which the Calculation Amount is multiplied to reach theSpecified Denomination, without any further rounding.
“Day Count Fraction” means, in respect of the calculation of an amount of interest in accordancewith this Condition 4(a):(i)

if ‘Actual/Actual (ICMA)’ is specified in the applicable Final Terms:(A)in the case of Notes where the number of days in the relevant period from (andincluding) the most recent Interest Payment Date (or, if none, the Interest
Commencement Date) to (but excluding) the relevant payment date (the “Accrual
Period”) is equal to or shorter than the Determination Period during which the
Accrual Period ends, the number of days in such Accrual Period divided by the
product of (1) the number of days in such Determination Period and (2) the
number of Determination Dates that would occur in one calendar year; or(B)

in the case of Notes where the Accrual Period is longer than the Determination
Period during which the Accrual Period ends, the sum of:

(ii)

(i)

the number of days in such Accrual Period falling in the Determination
Period in which the Accrual Period begins divided by the product of (x)the number of days in such Determination Period and (y) the number ofDetermination Dates that would occur in one calendar year; and(ii)

the number of days in such Accrual Period falling in the next
Determination Period divided by the product of (x) the number of days insuch Determination Period and (y) the number of Determination Dates
that would occur in one calendar year;

if ‘30/360’ is specified in the applicable Final Terms, the number of days in the
period from and including the most recent Interest Payment Date (or, if none, theInterest Commencement Date) to but excluding the relevant payment date (suchnumber of days being calculated on the basis of 12 30-day months) divided by360.

In these Terms and Conditions:“Determination Period” means the period from (and including) a Determination Date to (butexcluding) the next Determination Date (including, where either the Interest Commencement Dateor the final Interest Payment Date is not a Determination Date, the period commencing on the first
Determination Date prior to, and ending on the first Determination Date falling after, such date);and“sub-unit” means, with respect to any currency other than euro, the lowest amount of suchcurrency that is available as legal tender in the country of such currency and, with respect to euro,
means one cent.

57

(b)

Interest on Floating Rate Notes(i)Interest Payment Dates
Each Floating Rate Note bears interest on its outstanding nominal amount from (andincluding) the Interest Commencement Date at the rate equal to the Rate of Interest
payable in arrear on either:(A)

the Specified Interest Payment Date(s) in each year specified in the applicable
Final Terms; or(B)

if no Specified Interest Payment Date(s) is/are specified in the applicable Final
Terms, each date (each such date, together with each Specified Interest Payment
Date, an “Interest Payment Date”) which falls on the number of months or otherperiod specified as the Specified Period in the applicable Final Terms after thepreceding Interest Payment Date or, in the case of the first Interest Payment Date,after the Interest Commencement Date.

Such interest will be payable in respect of each Interest Period (which expression shall, in
these Terms and Conditions, mean the period from (and including) an Interest Payment
Date (or the Interest Commencement Date) to (but excluding) the next (or first) Interest
Payment Date) or the relevant payment date if the Notes become payable on a date otherthan an Interest Payment Date.
If a Business Day Convention is specified in the applicable Final Terms and (x) if there isno numerically corresponding day on the calendar month in which an Interest Payment
Date should occur or (y) if any Interest Payment Date would otherwise fall on a day which
is not a Business Day, then, if the Business Day Convention specified is:(1)

in any case where Specified Periods are specified in accordance with
Condition 4(b)(i)(B) above, the Floating Rate Convention, such Interest
Payment Date (i) in the case of (x) above, shall be the last day that is a
Business Day in the relevant month and the provisions of (B) below shallapply mutatis mutandis or (ii) in the case of (y) above, shall be postponedto the next day which is a Business Day unless it would thereby fall into
the next calendar month, in which event (A) such Interest Payment Dateshall be brought forward to the immediately preceding Business Day and(B) each subsequent Interest Payment Date shall be the last Business Day
in the month which falls the Specified Period after the preceding
applicable Interest Payment Date occurred; or(2)

the Following Business Day Convention, such Interest Payment Dateshall be postponed to the next day which is a Business Day; or(3)

the Modified Following Business Day Convention, such Interest Payment
Date shall be postponed to the next day which is a Business Day unless itwould thereby fall into the next calendar month, in which event such
Interest Payment Date shall be brought forward to the immediately
preceding Business Day; or(4)

the Preceding Business Day Convention, such Interest Payment Date shallbe brought forward to the immediately preceding Business Day.

In these Terms and Conditions, “Business Day” means a day which is both:(A)

a day on which commercial banks and foreign exchange markets settle payments
and are open for general business (including dealing in foreign exchange and58foreign currency deposits) in London and in any Additional Business Centre
specified in the applicable Final Terms; and
(B)

(ii)

either (1) in relation to any sum payable in a Specified Currency other than euro,
a day on which commercial banks and foreign exchange markets settle payments
and are open for general business (including dealing in foreign exchange andforeign currency deposits) in the principal financial centre of the country of therelevant Specified Currency or (2) in relation to any sum payable in euro, a dayon which the real time gross settlement system operated by the Eurosystem (“T2”)or any successor thereto is open for the settlement of payments in euro.

Rate of Interest
The Rate of Interest payable from time to time in respect of the Floating Rate Notes will
be determined in the manner specified in the applicable Final Terms.
(A)

ISDA Determination for Floating Rate Notes
Where ISDA Determination is specified in the applicable Final Terms as themanner in which the Rate of Interest is to be determined, the Rate of Interest foreach Interest Period will be the relevant ISDA Rate plus or minus (as indicated in
the applicable Final Terms) the Margin (if any). For the purposes of this subparagraph (A), “ISDA Rate” for an Interest Period means a rate equal to the
Floating Rate that would be determined by the Calculation Agent under an interest
rate swap transaction if the Calculation Agent were acting as Calculation Agent(as defined in the ISDA Definitions (as defined below)) for that swap transaction
under the terms of an agreement incorporating the 2021 ISDA Definitions, as
published by the International Swaps and Derivatives Association, Inc. (“ISDA”)
as at the Issue Date of the first Tranche of the Notes (the “ISDA Definitions”)
and under which:(1)

the Floating Rate Option is as specified in the applicable Final Terms;(2)

the Designated Maturity is the period specified in the applicable Final
Terms; and(3)

the relevant Reset Date is the day specified in the applicable Final Terms.

For the purposes of this sub-paragraph (A), “Floating Rate,” “Calculation
Agent,” “Floating Rate Option,” “Designated Maturity” and “Reset Date”
have the meanings given to those terms in the ISDA Definitions.
Unless otherwise stated in the applicable Final Terms, the Minimum Rate ofInterest shall be deemed to be zero.
(B)

Screen Rate Determination for Floating Rate Notes
Where Screen Rate Determination is specified in the applicable Final Terms as
the manner in which the Rate of Interest is to be determined, the Rate of Interestfor each Interest Period will, subject as provided below, be either:(1)

the offered quotation (if there is only one quotation on the Relevant ScreenPage); or(2)

the arithmetic mean (rounded if necessary to the fifth decimal place, with
0.000005 being rounded upwards) of the offered quotations,59

(expressed as a percentage rate per annum) for the Reference Rate which appears
or appear, as the case may be, on the Relevant Screen Page (or such replacement
page on that service which displays the information) as at 11.00 a.m. (Brussels
time, in the case of EURIBOR) on the Determination Date in question plus orminus (as indicated in the applicable Final Terms) the Margin (if any), all as
determined by the Calculation Agent. If five or more such offered quotations areavailable on the Relevant Screen Page, the highest (or, if there is more than one
such highest quotation, one only of such quotations) and the lowest (or, if there ismore than one such lowest quotation, one only of such quotations) shall be
disregarded by the Calculation Agent for the purpose of determining thearithmetic mean (rounded as provided above) of such offered quotations.
If the Relevant Screen Page is not available or if, in the case of (1) above, nooffered quotation appears or, in the case of (2), fewer than three offered quotations
appear, in each case as at the Specified Time, any international credit institution
or financial services institution appointed by the Issuer shall request each of theReference Banks to provide such international credit institution or financial
services institution appointed by the Issuer with its offered quotation (expressed
as a percentage rate per annum) for the Reference Rate at approximately theSpecified Time on the Determination Date in question, and the international credit
institution or financial services institution shall pass on such quotation to the
Calculation Agent. If two or more of the Reference Banks provide theinternational credit institution or financial services institution appointed by theIssuer with offered quotations, the Rate of Interest for the Interest Period shall be
the arithmetic mean (rounded if necessary to the fifth decimal place with 0.000005
being rounded upwards) of the offered quotations plus or minus (as appropriate)
the Margin (if any), all as determined by the Calculation Agent.
If on any Determination Date one only or none of the Reference Banks provides
the international credit institution or financial services institution appointed by theIssuer with an offered quotation as provided in the preceding paragraph, the Rateof Interest for the relevant Interest Period shall be the rate per annum which the
Calculation Agent determines as being the arithmetic mean (rounded if necessary
to the fifth decimal place, with 0.000005 being rounded upwards) of the rates, as
communicated to (and at the request of) the international credit institution or
financial services institution appointed by the Issuer (which shall thencommunicate this to the Calculation Agent) by the Reference Banks or any two
or more of them, at which such banks were offered, at approximately the Specified
Time on the relevant Determination Date, deposits in the Specified Currency fora period equal to that which would have been used for the Reference Rate byleading banks in the Euro-zone inter-bank market (if the Reference Rate is
EURIBOR) plus or minus (as appropriate) the Margin (if any) or, if fewer than
two of the Reference Banks provide the international credit institution or financial
services institution appointed by the Issuer with offered rates, the offered rate fordeposits in the Specified Currency for a period equal to that which would havebeen used for the Reference Rate, or the arithmetic mean (rounded as provided
above) of the offered rates for deposits in the Specified Currency for a period
equal to that which would have been used for the Reference Rate, at which, atapproximately the Specified Time on the relevant Determination Date, any one ormore banks (which bank or banks is or are in the opinion of the Issuer suitable forthe purpose) informs the international credit institution or financial services
institution appointed by the Issuer (which shall in turn inform the Calculation
Agent) it is quoting to leading banks in the Euro-zone inter-bank market (if theReference Rate is EURIBOR) plus or minus (as appropriate) the Margin (if any),
provided that, if the Rate of Interest cannot be determined in accordance with theforegoing provisions of this paragraph, the Rate of Interest shall be determined as60

at the last preceding Determination Date (though substituting, where a different
Margin is to be applied to the relevant Interest Period from that which applied to
the last preceding Interest Period, the Margin relating to the relevant Interest
Period in place of the Margin relating to that last preceding Interest Period).
In this Condition 4(b)(ii)(B):“Reference Banks” means, in the case of a determination of EURIBOR, theprincipal Euro-zone office of four major banks in the Euro-zone inter-bankmarket, in each case selected by any international credit institution or financial
services institution appointed by the Issuer after consultation with the Issuer.
“Specified Time” means 11.00 a.m. (Brussels time, in the case of a determinationof EURIBOR).
Unless otherwise stated in the applicable Final Terms, the Minimum Rate ofInterest shall be deemed to be zero.
(iii)

Minimum Rate of Interest and/or Maximum Rate of Interest
If the applicable Final Terms specify a Minimum Rate of Interest for any Interest
Period, then the Rate of Interest for such Interest Period shall in no event be lessthan such Minimum Rate of Interest and/or if it specifies a Maximum Rate ofInterest for any Interest Period, then the Rate of Interest for such Interest Period
shall in no event be greater than such Maximum Rate of Interest.

(iv)

Determination of Rate of Interest and Calculation of Interest AmountThe Calculation Agent will, at or as soon as practicable after each time at which
the Rate of Interest is to be determined, determine the Rate of Interest for the
relevant Interest Period.
The Calculation Agent will calculate the amount of interest (the “Interest
Amount”) payable on the Floating Rate Notes in respect of each Specified
Denomination for the relevant Interest Period. Each Interest Amount shall becalculated by applying the Rate of Interest to:(A)

in the case of Floating Rate Notes which are (i) represented by a Global
Note or (ii) Registered Notes in definitive form, the aggregate
outstanding nominal amount of (x) the Notes represented by such Global
Note or (y) such Registered Notes; or(B)

in the case of Floating Rate Notes which are Bearer Notes in definitive
form, the Calculation Amount;and, in each case, multiplying such sum by the applicable Day Count Fraction,and rounding the resulting figure to the nearest sub-unit of the relevant Specified
Currency, half of any such sub-unit being rounded upwards or otherwise inaccordance with applicable market convention. Where the Specified
Denomination of a Floating Rate Note which is a Bearer Note in definitive form
is a multiple of the Calculation Amount, the Interest Amount payable in respectof such Note shall be the product of the amount (determined in the manner
provided above) for the Calculation Amount and the amount by which the
Calculation Amount is multiplied to reach the Specified Denomination, without
any further rounding.

61

“Day Count Fraction” means, in respect of the calculation of an amount ofinterest in accordance with this Condition 4(b):(1)

if ‘Actual/Actual (ISDA)’ or ‘Actual/Actual’ is specified in the applicable
Final Terms, the actual number of days in the Interest Period divided by
365 (or, if any portion of that Interest Period falls in a leap year, the sumof the actual number of days in that portion of the Interest Period fallingin a leap year divided by 366 and (B) the actual number of days in that
portion of the Interest Period falling in a non-leap year divided by 365);(2)

if ‘Actual/365 (Fixed)’ is specified in the applicable Final Terms, theactual number of days in the Interest Period divided by 365;

(3)

if ‘Actual/365 (Sterling)’ is specified in the applicable Final Terms, theactual number of days in the Interest Period divided by 365 or, in the caseof an Interest Payment Date falling in a leap year, 366;

(4)

if ‘Actual/360’ is specified in the applicable Final Terms, the actual
number of days in the Interest Period divided by 360;

(5)

if “30/360,” “360/360” or “Bond Basis” is specified in the applicable Final
Terms, the number of days in the Interest Period divided by 360,
calculated on a formula basis as follows:“M1” is the calendar month, expressed as a number, in which the first day of theInterest Period falls;“M2” is the calendar month, expressed as a number, in which the day immediately
following the last day of the Interest Period falls;“D1” is the first calendar day, expressed as a number, of the Interest Period, unlesssuch number is 31, in which case D1 will be 30; and“D2” is the calendar day, expressed as a number, immediately following the last
day included in the Interest Period, unless such number would be 31 and D1 isgreater than 29, in which case D2 will be 30;(i)if “30E/360” or “Eurobond Basis” is specified in the applicable Final
Terms, the number of days in the Interest Period divided by 360,
calculated on a formula basis as follows:

Day Count Fraction = [360 x (Y2 – Y1)] + [30 x (M2 – M1)] + (D2 – D1)_________________________________________
360
where:“Y1” is the year, expressed as a number, in which the first day of the Interest
Period falls;“Y2” is the year, expressed as a number, in which the day immediately following
the last day of the Interest Period falls;“M1” is the calendar month, expressed as a number, in which the first day of theInterest Period falls;

62

“M2” is the calendar month, expressed as a number, in which the day immediately
following the last day of the Interest Period falls;“D1” is the first calendar day, expressed as a number, of the Interest Period, unlesssuch number would be 31, in which case D1 will be 30; and“D2” is the calendar day, expressed as a number, immediately following the last
day included in the Interest Period, unless such number would be 31, in whichcase D2 will be 30;(ii)

if “30E/360 (ISDA)” is specified in the applicable Final Terms, thenumber of days in the Interest Period divided by 360, calculated on aformula basis as follows:“M1” is the calendar month, expressed as a number, in which the first day of theInterest Period falls;“M2” is the calendar month, expressed as a number, in which the day immediately
following the last day of the Interest Period falls;“D1” is the first calendar day, expressed as a number, of the Interest Period, unless(i) that day is the last day of February or (ii) such number would be 31, in whichcase D1 will be 30; and“D2” is the calendar day, expressed as a number, immediately following the last
day included in the Interest Period, unless (i) that day is the last day of February
but not the Maturity Date or (ii) such number would be 31, in which case D2 willbe 30.
(v)

Notification of Rate of Interest and Interest Amount.
The Calculation Agent will cause the Rate of Interest and each Interest Amountfor each Interest Period and the relevant Interest Payment Date to be notified to
the Issuer and, so long as the relevant Floating Rate Notes are listed and admitted
to trading on the regulated market of Euronext Amsterdam, the Issuer shall notify
to Euronext Amsterdam and notice thereof shall be published in accordance with
Condition 13 as soon as possible after the Calculation Agent’s determination but
in no event later than the fourth London Business Day (as defined below)
following the commencement of the relevant Interest Period. Each Interest
Amount and Interest Payment Date so notified may subsequently be amended (orappropriate alternative arrangements made by way of adjustment) in the event ofan extension or shortening of the Interest Period. Any such amendment will bepromptly notified to the Noteholders and, so long as the relevant Floating Rate
Notes are listed and admitted to trading on the regulated market of Euronext
Amsterdam, to Euronext Amsterdam in accordance with Condition 13. For the
purposes of this paragraph, the expression “London Business Day” means a day(other than a Saturday or a Sunday) on which banks and foreign exchange markets
are open for business in London.

(vi)

Certificates to be Final
All certificates, communications, opinions, determinations, calculations,quotations and decisions given, expressed, made or obtained for the purposes ofthe provisions of this paragraph (b) by the Calculation Agent shall (in the absenceof wilful default, bad faith or manifest error) be binding on the Issuer, thePrincipal Paying Agent, the Calculation Agent, if applicable, the other Agents andall Noteholders and Couponholders and (in the absence as aforesaid) no liability63

to the Issuer, the Noteholders or the Couponholders shall attach to the Calculation
Agent in connection with the exercise or non-exercise by it of its powers, duties
and discretions pursuant to such provisions.
(vii)

Benchmark Discontinuation(A)

If a Benchmark Event occurs in relation to the Reference Rate when theRate of Interest (or any component part thereof) for any Interest Period
remains to be determined by reference to such Reference Rate, then theIssuer shall use its reasonable endeavours to appoint an Independent
Advisor, as soon as reasonably practicable, to determine a Successor
Rate, failing which an Alternative Rate (in accordance with thisCondition 4(b)(vii)(B)) and, in either case, an Adjustment Spread, if any(in accordance with Condition 4(b)(vii)(D)) and any Benchmark
Amendments (in accordance with Condition 4(b)(vii)(E)).
In making such determination, Independent Adviser appointed pursuant
to this Condition 4(b)(vii) shall act in good faith and in a commerciallyreasonable manner. In the absence of bad faith or fraud, the Independent
Advisor shall have no liability whatsoever to the Issuer, the Paying Agentsor the Noteholders for any determination made by it pursuant to thisCondition 4(b)(vii).

(B)

If (i) the Issuer is unable to appoint an Independent Advisor or (ii) the
Independent Advisor appointed by it fails to determine a Successor Rateor, failing which, an Alternative Rate in accordance with this Condition
4(b)(vii) prior to the relevant Determination Date, the Reference Rateapplicable to the immediately following Interest Period shall be theReference Rate applicable as at the last preceding Determination Date. If
there has not been a first Interest Payment Date, the Reference Rate shallbe the Reference Rate applicable to the first Interest Period. For the
avoidance of doubt, any adjustment pursuant to this paragraph ofCondition 4(b)(vii) shall apply to the immediately following Interest
Period only. Any subsequent Interest Period may be subject to thesubsequent operation of this Condition 4(b)(vii).

(C)

If the Independent Advisor determines in its discretion that:

(D)

(i)

there is a Successor Rate, then such Successor Rate shall (subject
to adjustment as provided in Condition 4(b)(vii)(D)) subsequently
be used in place of the Reference Rate to determine the Rate ofInterest for the immediately following Interest Period and all
following Interest Periods, subject to the subsequent operation ofthis Condition 4(b)(vii); or(ii)

there is no Successor Rate but that there is an Alternative Rate,then such Alternative Rate shall (subject to adjustment asprovided in Condition 4(b)(vii)(D)) subsequently be used in placeof the Reference Rate to determine the Rate of Interest for theimmediately following Interest Period and all following Interest
Periods, subject to the subsequent operation of this Condition
4(b)(vii).

If the Independent Advisor determines in its discretion (i) that an
Adjustment Spread is required to be applied to the Successor Rate or theAlternative Rate (as the case may be) and (ii) the quantum of, or a formulaor methodology for determining, such Adjustment Spread, then such
64

Adjustment Spread shall apply to the Successor Rate or the Alternative
Rate (as the case may be).
(E)

If any relevant Successor Rate, Alternative Rate or Adjustment Spread isdetermined in accordance with this Condition 4(b)(vii) and theIndependent Advisor determines in its discretion (i) that amendments tothese Conditions are necessary to ensure the proper operation of such
Successor Rate, Alternative Rate and/or Adjustment Spread (suchamendments, the “Benchmark Amendments”) and (ii) the terms of the
Benchmark Amendments, then the Issuer shall, following consultation
with the Calculation Agent (or the person specified in the applicable Final
Terms as the party responsible for calculating the Rate of Interest and theInterest Amount(s)), subject to giving notice thereof in accordance with
Condition 4(b)(vii)(F), without any requirement for the consent orapproval of relevant Noteholders, vary these Conditions to give effect tosuch Benchmark Amendments with effect from the date specified in such
notice (and for the avoidance of doubt, the Principal Paying Agent shall,at the direction and expense of the Issuer, consent to and effect suchconsequential amendments to the Agency Agreement and these
Conditions as may be required in order to give effect to this Condition
4(b)(vii)).
In connection with any such variation in accordance with this Condition
4(b)(vii)(E), so long as the Notes are being listed and admitted to tradingon the regulated market of Euronext Amsterdam, the Issuer shall comply
with the rules of Euronext Amsterdam.

(F)

Any Successor Rate, Alternative Rate, Adjustment Spread and thespecific terms of any Benchmark Amendments, determined under thisCondition 4(b)(vii) will be notified promptly by the Issuer to the Principal
Paying Agent, the Calculation Agent, the Paying Agents and, in
accordance with Condition 13 (Notices), the Noteholders. Such notice
shall be irrevocable and shall specify the effective date of the Benchmark
Amendments, if any.

(G)

No later than notifying the Principal Paying Agent of the same, the Issuer
shall deliver to the Principal Paying Agent a certificate signed by two
authorised signatories of the Issuer:

(H)

(i)

confirming (x) that a Benchmark Event has occurred, (y) the
relevant Successor Rate, or, as the case may be, the relevant
Alternative Rate and, (z) where applicable, any relevant
Adjustment Spread and/or the specific terms of any relevant
Benchmark Amendments, in each case as determined inaccordance with the provisions of this Condition 4(b)(vii); and(ii)

certifying that the relevant Benchmark Amendments arenecessary to ensure the proper operation of such relevant
Successor Rate, Alternative Rate and/or Adjustment Spread.

Without prejudice to the obligations of the Issuer under Condition
4(b)(vii)(A), (B), (C), (D) and (E), the Reference Rate and the fallback
provisions provided for in Condition 4(b)(ii)(B) will continue to apply
unless and until the Calculation Agent has been notified of the Successor
Rate or the Alternative Rate (as the case may be), and any Adjustment
Spread and Benchmark Amendments, in accordance with Condition
4(b)(vii)(F).
65

(I)

The Successor Rate or Alternative Rate and the Adjustment Spread (ifany) and the Benchmark Amendments (if any) specified in suchcertificate will (in the absence of manifest error or bad faith in thedetermination of such Successor Rate or Alternative Rate and such
Adjustment Spread (if any) and such Benchmark Amendments (if any))
be binding on the Issuer, the Principal Paying Agent, the Calculation
Agent, the other Paying Agents and the Noteholders.

(J)

As used in this Condition 4(b)(vii):“Adjustment Spread” means either a spread (which may be positive or
negative), or the formula or methodology for calculating a spread, ineither case, which the Independent Advisor determines is required to be
applied to the relevant Successor Rate or the relevant Alternative Rate (asthe case may be) to reduce or eliminate, to the extent reasonably
practicable in the circumstances, any economic prejudice or benefit (asthe case may be) to Noteholders as a result of the replacement of theReference Rate with the Successor Rate or the Alternative Rate (as thecase may be) and is the spread, formula or methodology which:(i)in the case of a Successor Rate, is formally recommended, orformally provided as an option for parties to adopt, in relation to
the replacement of the Reference Rate with the Successor Rate by
any Relevant Nominating Body; or(ii)(if no such recommendation has been made, or in the case of an
Alternative Rate), the Independent Advisor, determines iscustomarily applied to the relevant Successor Rate or Alternative
Rate (as the case may be) in international debt capital markets
transactions to produce an industry-accepted replacement rate for
the Reference Rate; or(iii)(if no such recommendation has been made, or in the case of an
Alternative Rate) the Independent Advisor determines, isrecognised or acknowledged as being the industry standard forover-the-counter derivative transactions which reference theReference Rate, where such rate has been replaced by the
Successor Rate or the Alternative Rate (as the case may be); or(iv)(if the Independent Advisor determines that no such industry
standard is recognised or acknowledged) the Independent
Advisor determines to be appropriate.

“Alternative Rate” means an alternative benchmark or screen rate which
the Independent Advisor determines in accordance with Condition
4(b)(vii) is customary in market usage in the international debt capital
markets for the purposes of determining floating rates of interest (or the
relevant component part thereof) in the Specified Currency.
“Benchmark Event” means:(A)the relevant Reference Rate ceasing to be published for at least
five Business Days or ceasing to exist or be administered;(B)

the later of (I) the making of a public statement by theadministrator of the relevant Reference Rate that it will, on or
before a specified date, cease, publishing such Reference Rate
66

permanently or indefinitely (in circumstances where no
successor administrator has been appointed that will continue
publication of such Reference Rate) and (II) the date falling six
months prior to the specified date referred to in (B)(I) above;(C)

the making of a public statement by the supervisor of theadministrator of the relevant Reference Rate that such Reference
Rate has been permanently or indefinitely discontinued;(D)the later of (I) the making of a public statement by the supervisorof the administrator of the Reference Rate that the Reference
Rate will, on or before a specified date, be permanently orindefinitely discontinued and (II) the date falling six months prior
to the specified date referred to in (D)(I) above;(E)

the later of (I) the making of a public statement by the supervisorof the administrator of the relevant Reference Rate that meansthat such Reference Rate will be prohibited from being used orthat its use will be subject to restrictions or adverse
consequences, in each case on or before a specified date and (II)the date falling six months prior to the specified date referred toin (E)(I) above;(F)

the making of a public statement by the supervisor of theadministrator of the relevant Reference Rate announcing thatsuch Reference Rate is no longer representative or may no longer
be used; and/or it has or will become unlawful or otherwise
prohibited for the Issuer, the Calculation Agent, any Paying
Agent or any other party to calculate any payments due to bemade to any Noteholder using the relevant Reference Rate orotherwise make use of the relevant Reference Rate with respect
to the Notes.

“Benchmark Amendments” has the meaning given to it in Condition
4(b)(vii)(E).
“Independent Advisor” means an independent financial institution ofinternational repute or other independent financial advisor experienced in
the international capital markets, in each case appointed by the Issuer at
its own expense under Condition 4(b)(vii).
“Relevant Nominating Body” means, in respect of a benchmark or
screen rate (as applicable):(i)the central bank for the currency to which the benchmark or
screen rate (as applicable) relates, or any central bank or othersupervisory authority which is responsible for supervising theadministrator of the benchmark or screen rate (as applicable); or(ii)

any working group or committee sponsored by, chaired or cochaired by or constituted at the request of (a) the central bank forthe currency to which the benchmark or screen rate (asapplicable) relates, (b) any central bank or other supervisory
authority which is responsible for supervising the administratorof the benchmark or screen rate (as applicable), (c) a group of the67

aforementioned central banks or other supervisory authorities or(d) the Financial Stability Board or any part thereof.
“Successor Rate” means a successor to or replacement of the Reference
Rate which is formally recommended by any Relevant Nominating Body.
(c)

Accrual of Interest
Each Note (or in the case of the redemption of part only of a Note, that part only of such Note)
will cease to bear interest (if any) from the date for its redemption unless, upon due presentation
thereof, payment of principal is improperly withheld or refused. In such event, interest willcontinue to accrue until whichever is the earlier of:(i)the date on which all amounts due in respect of such Note have been paid; and(ii)five days after the date on which the full amount of the moneys payable has been received
by the Principal Paying Agent or the Registrar, as the case may be, and notice to that effecthas been given to the Noteholders in accordance with Condition 13.

5.

Payments(a)

Method of Payment
Subject as provided below:(i)payments in a Specified Currency other than euro will be made by transfer to an accountin the relevant Specified Currency maintained by the payee with, or by a cheque in suchSpecified Currency drawn on, a bank in the principal financial centre of the country ofsuch Specified Currency; and(ii)payments in euro will be made by credit or transfer to a euro account (or any other accountto which euro may be credited or transferred) specified by the payee or, at the option of
the payee, by a euro cheque.

Payments will be subject in all cases to (A) any fiscal or other laws and regulations applicable
thereto in the place of payment, but without prejudice to the provisions of Condition 7 and (B) any
withholding or deduction required pursuant to an agreement described in Section 1471(b) of the
U.S. Internal Revenue Code of 1986 (the “Code”) or otherwise imposed pursuant to Sections 1471
through 1474 of the Code, any regulations or agreements thereunder, any official interpretations
thereof, or (without prejudice to the provisions of Condition 7) any law implementing anintergovernmental approach thereto.
(b)Presentation of definitive Notes and Coupons
Payments of principal in respect of definitive Bearer Notes will (subject as provided below) be
made in the manner provided in paragraph (a) above only against surrender of definitive Bearer
Notes, and payments of interest in respect of definitive Bearer Notes will (subject as provided
below) be made as aforesaid only against surrender of Coupons, in each case at the specified officeof any Paying Agent outside the United States.
Fixed Rate Notes in definitive bearer form (other than Long Maturity Notes (as defined below))should be presented for payment together with all unmatured Coupons appertaining thereto (which
expression shall for this purpose include Coupons falling to be issued on exchange of matured
Talons), failing which the amount of any missing unmatured Coupon (or, in the case of payment
not being made in full, the same proportion of the amount of such missing unmatured Coupon as
the sum so paid bears to the sum due) will be deducted from the sum due for payment. Eachamount of principal so deducted will be paid in the manner mentioned above against surrender of68the relative missing Coupon at any time before the expiry of ten years after the Relevant Date (asdefined in Condition 7) in respect of such principal (whether or not such Coupon would otherwise
have become void under Condition 8) or, if later, five years from the date on which such Coupon
would otherwise have become due. Upon any Fixed Rate Note in bearer form becoming due andrepayable prior to its Maturity Date, all unmatured Talons (if any) appertaining thereto will
become void and no further Coupons in respect of any such Talons will be issued.
Upon the date on which any Floating Rate Note or Long Maturity Note in definitive bearer form
becomes due and repayable, unmatured Coupons and Talons (if any) relating thereto (whether or
not attached) shall become void and no payment or, as the case may be, exchange for further
Coupons shall be made in respect thereof. Where any such Note is presented for redemption
without all unmatured Coupons or Talons relating to it, redemption shall be made only against theprovision of such indemnity as the Issuer may require. A “Long Maturity Note” is a Fixed Rate
Note in bearer form (other than a Fixed Rate Note which on issue had a Talon attached) whose
nominal amount on issue is less than the aggregate interest payable thereon provided that such
Note shall cease to be a Long Maturity Note on the Interest Payment Date on which the aggregate
amount of interest remaining to be paid after that date is less than the nominal amount of such
Note.
If the due date for redemption of any definitive Bearer Note is not an Interest Payment Date,interest (if any) accrued in respect of such Note from (and including) the preceding Interest
Payment Date or, as the case may be, the Interest Commencement Date shall be payable only
against surrender of the relevant definitive Bearer Note.
(c)

Payments in respect of global Bearer Notes
Payments of principal and interest (if any) in respect of Notes represented by any global Note inbearer form will (subject as provided below) be made in the manner specified above in relation todefinitive Bearer Notes and otherwise in the manner specified in the relevant global Bearer Noteagainst presentation or surrender, as the case may be, of such global Bearer Note at the specified
office of any Paying Agent outside the United States. A record of each payment made againstpresentation or surrender of such global Bearer Note, distinguishing between any payment ofprincipal and any payment of interest, will be made on such global Bearer Note by such Paying
Agent (and such record shall be prima facie evidence that the payment in question has been made)or in the records of Euroclear and Clearstream, Luxembourg, as applicable.

(d)Payments in respect of Registered Notes
Payments of principal in respect of each Registered Note (whether or not in global form) will bemade against presentation and surrender (or, in the case of part payment of any sum due,endorsement) of the Registered Note at the specified office of the Registrar or any of the Paying
Agents. Such payments will be made by transfer to the Designated Account (as defined below) of
the holder (or the first named of joint holders) of the Registered Note appearing in the register ofholders of the Registered Notes maintained by the Registrar (the “Register”) (i) where in global
form, at the close of the business day (being for this purpose a day on which Euroclear andClearstream, Luxembourg are open for business) before the relevant due date, and (ii) where in
definitive form, at the close of business on the third business day (being for this purpose a day on
which banks are open for business in the city where the specified office of the Registrar is located)
before the relevant due date. Notwithstanding the previous sentence, if (i) a holder does not havea Designated Account or (ii) the nominal amount of the Notes held by a holder is less than
U.S.$250,000 (or its approximate equivalent in any other Specified Currency), payment will
instead be made by a cheque in the Specified Currency drawn on a Designated Bank (as defined
below). For these purposes, “Designated Account” means the account maintained by a holder
with a Designated Bank and identified as such in the Register and “Designated Bank” means (inthe case of payment in a Specified Currency other than euro) a bank in the principal financial

69

centre of the country of such Specified Currency and (in the case of a payment in euro) any bankwhich processes payments in euro.
Payments of interest in respect of each Registered Note (whether or not in global form) will bemade by a cheque in the Specified Currency drawn on a Designated Bank and mailed by uninsured
mail on the business day in the city where the specified office of the Registrar is locatedimmediately preceding the relevant due date to the holder (or the first named of joint holders) of
the Registered Note appearing in the Register (i) where in global form, at the close of the businessday (being for this purpose a day on which Euroclear and Clearstream, Luxembourg are open forbusiness) before the relevant due date, and (ii) where in definitive form and at the close of businesson the fifteenth day (whether or not such fifteenth day is a business day) before the relevant due
date (the “Record Date”) at their address shown in the Register on the Record Date and at theirrisk. Upon application of the holder to the specified office of the Registrar not less than threebusiness days in the city where the specified office of the Registrar is located before the due date
for any payment of interest in respect of a Registered Note, the payment may be made by transfer
on the due date in the manner provided in the preceding paragraph. Any such application fortransfer shall be deemed to relate to all future payments of interest (other than interest due on
redemption) in respect of the Registered Notes which become payable to the holder who has madethe initial application until such time as the Registrar is notified in writing to the contrary by suchholder. Payment of the interest due in respect of each Registered Note on redemption will be madein the same manner as payment of the nominal amount of such Registered Note.
Holders of Registered Notes will not be entitled to any interest or other payment for any delay inreceiving any amount due in respect of any Registered Note as a result of a cheque posted inaccordance with this Condition arriving after the due date for payment or being lost in the post.
No commissions or expenses shall be charged to such holders by the Registrar in respect of any
payments of principal or interest in respect of the Registered Notes.
None of the Issuer or the Agents will have any responsibility or liability for any aspect of therecords relating to, or payments made on account of, beneficial ownership interests in theRegistered Global Notes or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.
(e)General provisions applicable to payments
The holder of a global Note shall be the only person entitled to receive payments in respect ofNotes represented by such global Note and the Issuer will be discharged by payment to, or to theorder of, the holder of such global Note in respect of each amount so paid. Each of the persons
shown in the records of Euroclear or Clearstream, Luxembourg as the beneficial holder of aparticular nominal amount of Notes represented by such global Note must look solely to Euroclear
and/or Clearstream, Luxembourg, for their share of each payment so made by the Issuer to, or tothe order of, the holder of such global Note. No person other than the holder of such global Noteshall have any claim against the Issuer in respect of any payments due on that global Note.

(f)

Payment Day
If the date for payment of any amount in respect of any Note or Coupon is not a Payment Day, theholder thereof shall not be entitled to payment until the next following Payment Day in the relevant
place and shall not be entitled to any further interest or other payment in respect of such delay. For
these purposes, “Payment Day” means any day which, subject to Condition 8, is:(i)a day on which commercial banks and foreign exchange markets settle payments and areopen for general business (including dealing in foreign exchange and foreign currency
deposits) in:(A)

in the case of Notes in definitive form, the relevant place of presentation; and
70

(B)

any Additional Financial Centre specified in the applicable Final Terms; andeither (1) in relation to any sum payable in a Specified Currency other than euro, a day on
which commercial banks and foreign exchange markets settle payments and are open forgeneral business (including dealing in foreign exchange and foreign currency deposits) inthe principal financial centre of the country of the relevant Specified Currency or (2) inrelation to any sum payable in euro, a day on which T2 or any successor thereto is open
for the settlement of payments in euro.
(g)Interpretation of Principal and Interest
Any reference in these Terms and Conditions to principal in respect of the Notes shall be deemed
to include, as applicable:(i)any additional amounts which may be payable with respect to principal under Condition
7;

(ii)

the Final Redemption Amount of the Notes;(iii)

the Early Redemption Amount of the Notes;(iv)

the Optional Redemption Amount(s) (if any) of the Notes; and(v)

any premium and any other amounts (other than interest) which may be payable by theIssuer under or in respect of the Notes.

Any reference in these Terms and Conditions to interest in respect of the Notes shall be deemed
to include, as applicable, any additional amounts which may be payable with respect to interest
under Condition 7.
6.

Redemption and Purchase(a)

At Maturity
Unless previously redeemed or purchased and cancelled as specified below, each Note will be
redeemed by the Issuer at its Final Redemption Amount specified in, or determined in the manner
specified in, the applicable Final Terms in the relevant Specified Currency on the Maturity Date.

(b)

Redemption for Tax Reasons
Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time (in thecase of Notes other than Floating Rate Notes,) or on any Interest Payment Date (in the case of
Floating Rate Notes), on giving not less than 30 nor more than 60 days’ notice to the Noteholders
in accordance with Condition 13 (which notice shall be irrevocable) if, on the occasion of the next
payment due under the Notes, the Issuer has or will become obliged to pay additional amounts asprovided or referred to in Condition 7 as a result of any change in, or amendment to, the laws or
regulations of the Netherlands or any political subdivision or any authority thereof or thereinhaving power to tax, or any change in the application or official interpretation of such laws or
regulations, which change or amendment becomes effective on or after the Issue Date of the firstTranche of the Notes. Notes redeemed pursuant to this Condition 6(b) will be redeemed at their
Early Redemption Amount referred to in paragraph (e) below together (if appropriate) with interest
accrued to (but excluding) the date of redemption.

(c)

Redemption at the Option of the Issuer(A)

Issuer Call
If Issuer Call is specified in the applicable Final Terms, the Issuer may, having given:
71

(i)

not less than 10 nor more than 60 days’ notice or such other period of notice as is
specified in the applicable Final Terms to the Noteholders in accordance with
Condition 13; and(ii)

not less than 10 days before the giving of the notice referred to in (i), notice to the
Principal Paying Agent and, in the case of a redemption of Registered Notes, theRegistrar,(both of which notices shall specify the date fixed for redemption), redeem all or someonly of the Notes then outstanding on the Optional Redemption Date(s) and at the Optional
Redemption Amount(s) specified in, or determined in the manner specified in, theapplicable Final Terms together, if appropriate, with interest accrued to (but excluding)
the Optional Redemption Date(s).
Any such redemption must be of a nominal amount not less than the Minimum
Redemption Amount or not more than a Maximum Redemption Amount, in each case as
may be specified in the applicable Final Terms. Furthermore, any such redemption may,at the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent.
If such redemption is subject to satisfaction of one or more conditions precedent, the noticeof such redemption shall state the applicable condition(s) precedent and that, in theIssuer’s discretion, the redemption date may be delayed until such time as any or all suchconditions shall be satisfied (or waived by the Issuer), or such redemption may not occur
and such notice may be rescinded in the event that any or all such conditions shall nothave been satisfied (or waived by the Issuer) by the redemption date, or by the redemption
date so delayed.
In the case of a partial redemption of Notes, the Notes to be redeemed (“Redeemed
Notes”) will be selected individually by lot, in the case of Redeemed Notes represented
by definitive Notes, and in accordance with the rules of Euroclear, Clearstream,
Luxembourg (to be reflected in the records of Euroclear and Clearstream, Luxembourg as
either a pool factor or a reduction in nominal amount, at their discretion) and/or Euroclear
Nederland, in the case of Redeemed Notes represented by a global Note, not more than 30days prior to the date fixed for redemption (such date of selection being hereinafter called
the “Selection Date”). In the case of Redeemed Notes represented by definitive Notes, alist of the serial numbers of such Redeemed Notes will be published in accordance with
Condition 13 not less than 10 days prior to the date fixed for redemption. No exchange ofthe relevant global Note will be permitted during the period from and including the
Selection Date to and including the date fixed for redemption pursuant to this paragraph(A) and notice to that effect shall be given by the Issuer to the Noteholders in accordancewith Condition 13 at least 3 days prior to the Selection Date.
(B)

Issuer Refinancing Call
If Issuer Refinancing Call is specified in the applicable Final Terms, the Issuer may,having given:(i)

not less than 10 nor more than 60 days’ notice or such other period of notice as is
specified in the applicable Final Terms to the Noteholders in accordance with
Condition 13; and(ii)

not less than 10 days before the giving of the notice referred to in (i), notice to the
Principal Paying Agent and, in the case of a redemption of Registered Notes, theRegistrar,(both of which notices shall specify the date fixed for redemption), at any time, or fromtime to time, on or after the date that is three months prior to the Maturity Date of theNotes (unless another date is specified in the applicable Final Terms for Notes issued with72

an initial maturity of less than five years), redeem all or some of the Notes then outstanding
on such redemption date (the “Refinancing Repurchase Date”) at their nominal amount
together, if appropriate, with interest accrued to (but excluding) the Refinancing
Repurchase Date. Any such notice of redemption may, at the Issuer’s discretion, be subject
to one or more conditions precedent, in which case such notice shall state that, in theIssuer’s discretion, the Refinancing Repurchase Date may be delayed until such time as
any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion),or such redemption may not occur and such notice may be rescinded in the event that any
or all such conditions shall not have been satisfied (or waived by the Issuer in its sole
discretion) by the Refinancing Repurchase Date, or by the Refinancing Repurchase Dateas so delayed.
In the case of a partial redemption of Notes, the relevant provisions of Condition 6(c)(A)shall apply mutatis mutandis to this Condition 6(c)(B).
(C)

Issuer Make-whole Redemption Call
If the Issuer Make-whole Redemption Call is specified in the applicable Final Terms, theIssuer may, having given:(i)

not less than 10 nor more than 60 days’ notice or such other period of notice as is
specified in the applicable Final Terms to the Noteholders in accordance with
Condition 13; and(ii)

not less than 15 days before the giving of the notice referred to in (i) above, noticeto the Principal Paying Agent or, in the case of a redemption of Registered Notes,
the Quotation Agent and such other parties as may be specified in the applicable
Final Terms,(both of which notices shall be irrevocable and shall specify the date fixed for redemption),on the dates specified in the applicable Final Terms redeem all or some only of the Notes
then outstanding on such redemption date (each such date, a “Make-whole Redemption
Date”) at their relevant Make-whole Redemption Amount. Any such notice of redemption
may, at the Issuer’s discretion, be subject to one or more conditions precedent, in whichcase such notice shall state that, in the Issuer’s discretion, the Make-whole Redemption
Date may be delayed until such time as any or all such conditions shall be satisfied (orwaived by the Issuer in its sole discretion), or such redemption may not occur and such
notice may be rescinded in the event that any or all such conditions shall not have beensatisfied (or waived by the Issuer in its sole discretion) by the Make-whole Redemption
Date, or by the Make-whole Redemption Date so delayed.
“Calculation Date” means the third Business Day (as defined in Condition 4 above) prior
to the Make-whole Redemption Date.
“Make-whole Redemption Amount” means the sum of:(i)the greater of (x) the Final Redemption Amount of the Notes so redeemed and (y)the sum of the then present values of the remaining scheduled payments ofprincipal and interest on such Notes to the Maturity Date or, if Issuer Refinancing
Call is specified in the applicable Final Terms, to the date that is three months
prior to the Maturity Date or such other date as is specified in the applicable Final
Terms for Notes issued with an initial maturity of less than five years (in eachcase, excluding any interest accruing on the Notes to, but excluding, the relevant
Make-whole Redemption Date), discounted to the relevant Make-whole
Redemption Date on either an annual, a semi-annual or a quarterly basis (asspecified in the applicable Final Terms) at the Make-whole Redemption Rate plus
a Make-whole Redemption Margin; and
73

(ii)

any interest accrued but not paid on the Notes to, but excluding, the Make-whole
Redemption Date,as determined by the Quotation Agent and as notified on the Calculation Date by the
Quotation Agent to the Issuer, the Principal Paying Agent and such other parties as may
be specified in the applicable Final Terms.
“Make-whole Redemption Margin” means the margin specified as such in the applicable
Final Terms.
“Make-whole Redemption Rate” means the average of the number of quotations givenby the Reference Dealers of the mid-market yield to maturity of the Reference Security
on the third Business Day preceding the Make-whole Redemption Date at 11:00 a.m.
(Central European Time (“CET”)).
“Quotation Agent” means any Dealer if so appointed by the Issuer or any otherinternational credit institution or financial services institution appointed by the Issuer forthe purpose of determining the Make-whole Redemption Amount, in each case as such
Quotation Agent is identified in the applicable Final Terms.
“Reference Dealers” means each of the banks, as specified in the applicable Final Terms,
selected by the Quotation Agent, which are primary European government security
dealers, and their respective successors, or market makers in pricing corporate bond issues.
“Reference Security” means the security specified as such in the applicable Final Terms.
If a Reference Security is no longer outstanding, a Similar Security will be chosen by the
Quotation Agent at 11:00 a.m. (CET) on the Calculation Date, quoted in writing by the
Quotation Agent to the Issuer and published in accordance with Condition 13 (Notices).
“Similar Security” means a reference bond or reference bonds issued by the same issuer
as the Reference Security having actual or interpolated maturity comparable with theremaining term of the Notes (which shall be determined by reference to the maturity of
the Notes, unless the Issuer Refinancing Call is specified in the applicable Final Terms, inwhich case the term shall be determined by reference to the date from which Issuer
Refinancing Call may be exercised) that would be utilised, at the time of selection and inaccordance with customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of the Notes.
The determination of any rate or amount, the obtaining of each quotation and the makingof each determination or calculation by the Quotation Agent shall (in the absence of
manifest error) be final and binding upon all parties.
In the case of a partial redemption of Notes, the relevant provisions of Condition 6(c)(A)shall apply mutatis mutandis to this Condition 6(c)(C).
(D)

Issuer Residual Call
Unless the Issuer has at any time notified the Noteholders that it is exercising the Issuer
Make-whole Redemption Call set out Condition 6(c)(C) in respect of the Notes, if Issuer
Residual Call is specified in the applicable Final Terms and, at any time, the outstanding
aggregate nominal amount of the Notes is, unless any other threshold is specified in theapplicable Final Terms, 25 per cent. or less of the aggregate nominal amount of the Series
issued, the Issuer may, having given:(i)

not less than 10 nor more than 60 days’ notice or such other period of notice as is
specified in the applicable Final Terms to the Noteholders in accordance with
Condition 13; and
74

(ii)

not less than 10 days before the giving of the notice referred to in (i), notice to the
Principal Paying Agent and, in the case of a redemption of Registered Notes, theRegistrar,(both of which notices shall be irrevocable and shall specify the date fixed for redemption),
redeem the Notes then outstanding at the option of the Issuer in whole, but not in part, at
any time (if this Note is not a Floating Rate Note) or on any Interest Payment Date (if thisNote is a Floating Rate Note), at the Early Redemption Amount, together, if appropriate,with interest accrued to (but excluding) the date fixed for redemption.
(d)Redemption of Notes at the Option of the Noteholders in the event of a Change of Control(Investor Put)
If Investor Put – Change of Control is specified in the applicable Final Terms, the following
provisions will apply. If there occurs a Change of Control (as defined below) and within the
Change of Control Period (as defined below) a Rating Downgrade (as defined below) in respectof that Change of Control occurs (together called a “Put Event”), the holder of each Note will
have the option (unless, prior to the giving of the Put Event Notice referred to below, the Issuer
gives notice to redeem the Notes under Condition 6(c)) to require the Issuer to redeem or, at theIssuer’s option, purchase (or procure the purchase of) that Note on the Optional Redemption Date(as defined below) at its nominal amount together with (or, where purchased, together with anamount equal to) accrued interest to but excluding the Optional Redemption Date.
“Rating Agency” means Moody’s Investors Service, S&P Investors Ratings Services or Fitch
Ratings and their respective successors or affiliates or any other rating agency of equivalentinternational standing specified from time to time by the Issuer.
“A Rating Downgrade” shall be deemed to have occurred in respect of a Change of Control if
within the Change of Control Period the ratings previously assigned to the Issuer by any two
Rating Agencies (if three Rating Agencies have assigned a prior rating to the Issuer) or the rating
previously assigned to the Issuer by any Rating Agency (if only one or two Rating Agencies haveassigned a prior rating to the Issuer) is (x) withdrawn or (y) changed from an investment grade
rating (BBB-/Baa3, or their respective equivalents for the time being, or better) to a noninvestment grade rating (BB+/Ba1, or their respective equivalents for the time being, or worse) or(z) (if the rating assigned to the Issuer by any two Rating Agencies shall be below an investment
grade rating at the time the Change of Control occurred) lowered one full rating category (from
BB+/Ba1 to BB/Ba2 or such similar lower or equivalent rating); provided that no Rating
Downgrade shall be deemed to have occurred in respect of a particular Change of Control if the
Rating Agency making the change in or withdrawing the rating does not announce publicly or
confirm in writing to the Issuer that the withdrawal or change was the result, in whole or part, of
the Change of Control.
“A Change of Control” shall be deemed to have occurred at the time (whether or not approvedby the Management Board or Supervisory Board of the Issuer) that any person or persons(“Relevant Person(s)”) acting in concert or any person or persons acting on behalf of any such
Relevant Person(s), at any time directly or indirectly or acquire(s) or come(s) to own (A) morethan 50 per cent. of the issued ordinary share capital of the Issuer or (B) such number of the sharesin the capital of the Issuer carrying more than 50 per cent. of the voting rights normally exercisable
at a general meeting of shareholders of the Issuer.
“Change of Control Period” means the period ending 90 days after the occurrence of the Changeof Control.
The “Change of Control Redemption Date” is the seventh day after the last day of the Put Period.
Within ten Business Days of becoming aware that a Put Event has occurred, the Issuer shall givenotice (a “Put Event Notice”) to the Noteholders in accordance with Condition 13 specifying the75

nature of the Put Event and the circumstances giving rise to it and the procedure for exercising theoption contained in this Condition 6(d).
To exercise the option to require redemption or purchase of a Note under this Condition 6(d) in
relation to a Change of Control, the holder of that Note must deliver such Note, on any BusinessDay (as defined in Condition 4) in the city of the specified office of the relevant Paying Agent,falling within the period (the “Put Period”) of 45 days after a Put Event Notice is given, to any
Paying Agent, as well as a duly signed and completed notice of exercise in the form (for the time
being current) obtainable from the specified office of any Paying Agent (a “Put Notice”) and inwhich the holder may specify a bank account to which payment is to be made under this Condition
6(d). The Paying Agent to which such Note and Put Notice are delivered will issue to the
Noteholder concerned a non-transferable receipt (a “Receipt”) in respect of the Notes so delivered.
Payment by the Paying Agents in respect of any Notes so delivered shall be made either to thebank account duly specified in the relevant Put Notice or, if no account was so specified, by chequeon or after the Change of Control Redemption Date against presentation and surrender of such
Receipt at the specified office of any Paying Agent. A Put Notice once given shall be irrevocable.
(e)

Early Redemption AmountFor the purpose of paragraph (b) above and Condition 9, the Notes will be redeemed at the Early
Redemption Amount calculated as follows by an international credit institution or financial
services institution appointed by the Issuer:(i)in the case of a Note with a Final Redemption Amount equal to the Issue Price, at the
Final Redemption Amount thereof;(ii)

in the case of a Note (other than a Zero Coupon Note) with a Final Redemption Amountwhich is or may be less or greater than the Issue Price, at the Early Redemption Amountspecified in the applicable Final Terms or, if no such amount or manner is so specified in
the applicable Final Terms, at its nominal amount; or(iii)

in the case of a Zero Coupon Note, at its Early Redemption Amount calculated inaccordance with the following formula:

Early Redemption Amount = RPx(1+AY)y where:“RP” means the Reference Price specified in the applicable Final Terms;“AY” means the Accrual Yield expressed as a decimal specified in the applicable Final Terms;
and“y” is the Day Count Fraction specified in the applicable Final Terms which will be either (i)30/360 (in which case the numerator will be equal to the number of days (calculated on the basisof a 360-day year consisting of 12 months of 30 days each) from (and including) the Issue Date of
the first Tranche of the Notes to (but excluding) the date fixed for redemption or (as the case maybe) the date upon which such Note becomes due and repayable and the denominator will be 360)or (ii) Actual/360 (in which case the numerator will be equal to the actual number of days from(and including) the Issue Date of the first Tranche of the Notes to (but excluding) the date fixed
for redemption or (as the case may be) the date upon which such Note becomes due and repayable
and the denominator will be 360) or (iii) Actual/365 (in which case the numerator will be equal tothe actual number of days from (and including) the Issue Date of the first Tranche of the Notes to(but excluding) the date fixed for redemption or (as the case may be) the date upon which such
Note becomes due and repayable and the denominator will be 365).

76

(f)

Purchases
The Issuer or any of its subsidiaries may at any time purchase Notes (provided that, in the case ofdefinitive Bearer Notes, all unmatured Coupons and Talons appertaining thereto are purchased
therewith) at any price in the open market or otherwise. Such Notes may be held, re-issued, resold
or, at the option of the Issuer, surrendered to any Paying Agent and/or the Registrar forcancellation.

(g)

Cancellation
All Notes which are redeemed will forthwith be cancelled (together with all unmatured Couponsattached thereto or surrendered therewith at the time of redemption). All Notes so cancelled andany Notes purchased and cancelled pursuant to paragraph (f) above (together with all unmatured
Coupons cancelled therewith) shall be forwarded to the Principal Paying Agent and cannot be reissued or resold.

(h)

Late Payment on Zero Coupon Notes
If the amount payable in respect of any Zero Coupon Note upon redemption of such Zero Coupon
Note pursuant to paragraph (a), (b), (c) or (d) above or upon its becoming due and repayable asprovided in Condition 9 is improperly withheld or refused, the amount due and repayable in respectof such Zero Coupon Note shall be the amount calculated as provided in paragraph (e) (iii) above
as though the references therein to the date fixed for the redemption or the date upon which such
Zero Coupon Note becomes due and payable were replaced by references to the date which is theearlier of:

7.

(i)

the date on which all amounts due in respect of such Zero Coupon Note have been paid;
and

(ii)

five days after the date on which the full amount of the moneys payable has been received
by the Principal Paying Agent or the Registrar and notice to that effect has been given to
the Noteholders in accordance with Condition 13.

Taxation
All payments of principal and interest in respect of the Notes and Coupons by or on behalf of theIssuer will be made without withholding or deduction for or on account of any present or futuretaxes or duties, assessments or governmental charges of whatever nature imposed or levied by oron behalf of the Netherlands or any political subdivision or any authority thereof or therein having
power to tax, unless such withholding or deduction is required by law. In such event, the Issuer
will make the required withholding or deduction of such taxes, duties, assessments orgovernmental charges for the account of the holders of the Notes or Coupons, as the case may be,
and shall, depending on which provision is specified in the applicable Final Terms, either:(a)not pay any additional amounts to the holders of the Notes or Coupons; or(b)

pay such additional amounts as shall be necessary in order that the net amounts received
by the holders of the Notes or Coupons after such withholding or deduction shall equal
the respective amounts of principal and interest which would otherwise have been
receivable in respect of the Notes or Coupons, as the case may be, in the absence of suchwithholding or deduction; except that no such additional amounts shall be payable withrespect to any Note or Coupon:(i)

as a result of a withholding or deduction pursuant to the Dutch Withholding Tax
Act 2021 (Wet bronbelasting 2021); or

77

(ii)

to the extent such additional amount becomes payable as a result of a Noteholder
or Couponholder having a substantial interest (aanmerkelijk belang) in the Issuer
as laid down in the Dutch Income Tax Act 2001 (Wet inkomstenbelasting 2001);(iii)

presented for payment by or on behalf of a Noteholder or Couponholder who isliable for such taxes or duties in respect of such Note or Coupon by reason of theholder having some connection with the Netherlands other than the mere holdingof such Note or Coupon or the receipt of principal or interest in respect thereof;
or

(iv)

presented for payment by or on behalf of a Noteholder or Couponholder who
would not be liable or subject to the withholding or deduction by making adeclaration of non residence or other similar claim for exemption to the relevant
tax authority; or(v)presented for payment more than 30 days after the Relevant Date (as defined
below) except to the extent that the holder thereof would have been entitled to an
additional amount on presenting the same for payment on such thirtieth day; or(vi)

for on account of any tax, deduction or withholding imposed under Section
1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474
of the Code, any regulations or agreements thereunder, any official interpretations
thereof, or any law implementing an intergovernmental approach thereto.

As used herein, the “Relevant Date” means the date on which such payment first becomes due,
except that, if the full amount of the moneys payable has not been duly received by the Principal
Paying Agent or the Registrar, on or prior to such due date, it means the date on which, the fullamount of such moneys having been so received, notice to that effect is duly given to the
Noteholders in accordance with Condition 13.
8.

Prescription
The Notes and Coupons will become void unless claims in respect of principal and/or interest are
made within a period of five years after the date on which the relevant payment first becomes due.
There shall not be included in any Coupon sheet issued on exchange of a Talon any Coupon theclaim for payment in respect of which would be void pursuant to this Condition or Condition 5(b)or any Talon which would be void pursuant to Condition 5(b).

9.

Events of Default
Senior Notes
In the case of Senior Notes only, if any one or more of the following events (each an “Event of
Default”) shall have occurred and be continuing:(a)there is failure for more than 14 days in the payment of any principal or interest in respectof any Note when and as the same is due to be paid; or(b)

the Issuer fails to perform or observe any of its other obligations under the Notes and such
failure continues for a period of 30 days next following the service on the Issuer of noticerequiring the same to be remedied; or(c)the Issuer or any Specified Subsidiary fails in the payment of amounts due under Public
Debt in an aggregate amount which exceeds €25,000,000 (or its equivalent in othercurrency or currencies) and, as a result of such failure, such Public Debt or any guarantee
thereof becomes immediately due and payable or is declared due and payable by acompetent court; provided, however, that no Event of Default shall be deemed to have78

occurred if the Issuer or such Specified Subsidiary is contesting its liability in good faithor shall have been ordered not to make such payment by a competent court; or(d)the Issuer becomes bankrupt or subject to a moratorium (surseance van betaling) or an
order is made or an effective resolution is passed for the winding-up or liquidation of theIssuer (except if such order or resolution is made or passed for the purposes of any merger,
consolidation or reconstruction in the case where either (a) prior consent thereto has been
given by Extraordinary Resolution of the Noteholders or (b) the surviving or resulting
company assumes all of the rights and obligations of the Issuer with respect to the Notes);or(e)

the Issuer ceases to carry on the whole or substantially the whole of its business except forthe purposes of any merger, consolidation or reconstruction in the case where either (a)prior consent thereto has been given by Extraordinary Resolution of the Noteholders or(b) the surviving or resulting company assumes all of the rights and obligations of theIssuer with respect to the Notes. For the purposes of this provision, the Issuer shall bedeemed to have ceased to carry out the whole or substantially whole of its business if it
has disposed of assets which account for at least 80 per cent. of its consolidated assets asof the latest balance sheet date prior to such disposal;

then each Noteholder may by written notice to the Issuer, at the specified office of the Principal
Paying Agent, effective upon the date of receipt thereof by the Principal Paying Agent, declare theprincipal of and all interest accrued on its Notes to the date of payment to be forthwith due andpayable, and the same shall become immediately due and payable, unless prior to the time whensuch written notice is received all such Events of Defaults have been cured. Notwithstanding theforegoing, if an Event of Default occurs under the Notes for a failure by the Issuer to deliver arequired certificate, notice or report, such Event of Default shall be cured upon the delivery of any
such certificate, notice or report, even after the time when written notice of acceleration is received
by the Issuer.
Subordinated Notes
In the case of Subordinated Notes only, if the following event (an “Event of Default”) shall occur
and is continuing:(a)the Issuer becomes bankrupt or subject to a moratorium (surseance van betaling) or an
order is made or an effective resolution is passed for the winding-up or liquidation of theIssuer (except if such order or resolution is made or passed for the purposes of any merger,
consolidation or reconstruction in the case where either (a) prior consent thereto has been
given by Extraordinary Resolution of the Noteholders or (b) the surviving or resulting
company assumes all of the rights and obligations of the Issuer with respect to the Notes),then each Noteholder may by written notice to the Issuer, at the specified office of the Principal
Paying Agent or the Registrar (in the case of Registered Notes), effective upon the date of receipt
thereof by the Principal Paying Agent or the Registrar, declare the principal of and all interest
accrued on its Notes to the date of payment to be forthwith due and payable, and the same shallbecome immediately due and payable, unless prior to the time when such written notice is received
all such Events of Defaults have been cured.
10.

Replacement of Notes, Coupons and TalonsShould any Note, Coupon or Talon be lost, stolen, mutilated, defaced or destroyed, it may bereplaced at the specified office of the Principal Paying Agent (in the case of Bearer Notes or
Coupons) or the Registrar (in the case of Registered Notes) upon payment by the claimant of suchcosts and expenses as may be incurred in connection therewith and on such terms as to evidence
and indemnity as the Issuer may reasonably require. Mutilated or defaced Notes, Coupons or
Talons must be surrendered before replacements will be issued.
79

11.

AgentsThe names of the initial Agents and their initial specified offices are set out below.
The Issuer is entitled to vary or terminate the appointment of any Agent and/or appoint additionalor other Agents and/or approve any change in the specified office through which any Agent acts,
provided that:(i)so long as the Notes are listed or admitted to trading on the regulated market of Euronext
Amsterdam, there will at all times be a Paying Agent, which may be the Principal Paying
Agent, (in the case of Bearer Notes) and a Transfer Agent, which may be the Registrar,(in the case of Registered Notes) with a specified office in such place as may be requiredby the rules and regulations of Euronext Amsterdam (or any other relevant authority);(ii)

there will at all times be a Paying Agent with a specified office in a city in a member
country of the European Union;(iii)

there will at all times be a Principal Paying Agent and a Registrar; and(iv)

there will at all times be a Paying Agent with a specified office situated outside theNetherlands.

In addition, the Issuer shall forthwith appoint a Paying Agent having a specified office in New
York City in the circumstances described in the final paragraph of Condition 5(e). Any variation,
termination, appointment or change shall only take effect (other than in the case of insolvency,
when it shall be of immediate effect) after not less than 30 nor more than 45 days’ prior notice
thereof shall have been given to the Noteholders in accordance with Condition 13.
The Agency Agreement contains provisions permitting any entity into which any Agent is mergedor converted or with which it is consolidated or to which it transfers all or substantially all of its
assets to become the successor agent. In the case of a change of any of the Paying Agents, a notice
will be published in accordance with Condition 13.
12.

Exchange of Talons
On and after the Interest Payment Date on which the final Coupon comprised in any Coupon sheet
matures, the Talon (if any) forming part of such Coupon sheet may be surrendered at the specified
office of any Paying Agent in exchange for a further Coupon sheet including (if such further
Coupon sheet does not include Coupons to (and including) the final date for the payment of interest
due in respect of the Note to which it appertains) a further Talon, subject to the provisions ofCondition 8. Each Talon shall, for the purposes of these Terms and Conditions, be deemed tomature on the Interest Payment Date on which the final Coupon comprised in the relative Coupon
sheet matures.

13.

Notices
All notices regarding the Bearer Notes shall be published (i) in at least one daily newspaper ofwide circulation in the Netherlands, (ii) if so specified in the applicable Final Terms, in a leading
English language daily newspaper of general circulation in London and (iii) if and for so long as
the Bearer Notes are listed on the regulated market of Euronext Amsterdam and the rules ofEuronext Amsterdam so require, by the delivery of the relevant notice to Euronext Amsterdam
and through a press release which will also be made available on the website of the Issuer(https://investors.universalmusic.com). In the case of (ii) above, it is expected that any such
publication will be made in the Financial Times in London. In the case of (iii) above, it is expectedthat any such publication will be made in the Irish Times. Any such notice will be deemed to havebeen given on the date of the first publication in all the newspapers and/or via other channels
through which such publication is required to be made.
80

All notices regarding the Registered Notes will be deemed to be validly given if sent by first classmail or (if posted to an address overseas) by airmail to the holders (or the first named of joint
holders) at their respective addresses recorded in the Register and will be deemed to have been
given on the fourth day after mailing.
Until such time as any definitive Notes are issued, there may (provided that, in the case of any
publication required by Euronext Amsterdam, Euronext Amsterdam agrees), so long as the global
Note(s) is or are held in its or their entirety on behalf of Euroclear and/or Clearstream,
Luxembourg, be substituted for publication in some or all of the newspapers referred to above, thedelivery of the relevant notice to Euroclear and/or Clearstream, Luxembourg for communicationby them to the holders of the Notes. Any such notice shall be deemed to have been given to theholders of the Notes on the fifth day after the day on which the said notice was given to Euroclear
and/or Clearstream, Luxembourg.
Where the identity of all the holders of the Notes is known to the Issuer, the Issuer may (provided
that, in the case of any publication required by Euronext Amsterdam, Euronext Amsterdam agrees)
give notices individually to such holders in lieu of publication as provided above.
Notices to be given by any holder of the Notes shall be in writing and given by lodging the same,
together in the case of any Note in definitive form with the relative Note or Notes, with the
Principal Paying Agent (in the case of Bearer Notes) or the Registrar (in the case of Registered
Notes). Whilst any of the Notes are represented by a global Note, such notice may be given by any
holder of a Note to the Principal Paying Agent or the Registrar via Euroclear and/or Clearstream,
Luxembourg, as the case may be, in such manner as the Principal Paying Agent or the Registrar
and Euroclear and/or Clearstream, Luxembourg, as the case may be, may approve for this purpose.
Whilst any of the Notes are represented by a global Note deposited with Euroclear Nederland, theIssuer, the Agents and Euroclear Nederland shall mutually agree on such rules for form andcontents of communications between them as they may deem practical for the purpose of giving
effect to these Terms and Conditions.
14.

Meetings of Noteholders, Modification and Waiver
The Agency Agreement contains provisions for convening both physical and virtual meetings of
the Noteholders to consider any matter affecting their interests, including the sanctioning by
Extraordinary Resolution of a modification of the Notes, the Coupons or certain provisions of the
Agency Agreement. Such a meeting may be convened by the Issuer or the Noteholders holding
not less than five per cent. in nominal amount of the Notes for the time being remaining
outstanding. The quorum at any such meeting for passing an Extraordinary Resolution is one ormore persons holding or representing not less than 50 per cent. in nominal amount of the Notes
for the time being outstanding, or at any adjourned meeting one or more persons being or
representing Noteholders whatever the nominal amount of the Notes so held or represented, exceptthat at any meeting the business of which includes the modification of certain provisions of theNotes or Coupons (including modifying the date of maturity of the Notes or any date for payment
of interest thereof, reducing or cancelling the amount of principal or the rate of interest payable inrespect of the Notes or altering the currency of payment of the Notes or Coupons), the necessary
quorum for passing an Extraordinary Resolution will be one or more persons holding or
representing not less than two-thirds, or at any adjourned such meeting not less than one-third, innominal amount of the Notes for the time being outstanding. The Agency Agreement provides that(i) a resolution passed at a meeting duly convened and held in accordance with the Agency
Agreement by two thirds of the votes cast on such resolution, (ii) a resolution in writing signed byor on behalf of the holders of not less than two thirds in nominal amount of the Notes for the time
being outstanding or (iii) consent given by way of electronic consents through the relevant clearing
system(s) (in a form satisfactory to the Principal Paying Agent) by or on behalf of the holders of
not less than two thirds in nominal amount of the Notes for the time being outstanding, shall, ineach case, be effective as an Extraordinary Resolution of the Noteholders. An Extraordinary81Resolution passed by the Noteholders will be binding on all the Noteholders, whether or not they
are present at any meeting and whether or not they voted on the resolution, and on all
Couponholders.
The Principal Paying Agent and the Issuer may agree, without the consent of the Noteholders or
Couponholders, to:(i)any modification (except such modifications in respect of which an increased quorum isrequired as mentioned above) of the Notes, the Coupons or the Agency Agreement which
is not materially prejudicial to the interests of the Noteholders; or(ii)

any modification of the Notes, the Coupons or the Agency Agreement which is of aformal, minor or technical nature or is made to correct a manifest error or to comply withmandatory provisions of the law of the jurisdiction in which the Issuer is incorporated.

Any such modification shall be binding on the Noteholders and the Couponholders and any suchmodification shall be notified to the Noteholders in accordance with Condition 13 as soon aspracticable thereafter.
15.

Further Issues
The Issuer shall be at liberty from time to time without the consent of the Noteholders or
Couponholders to create and issue further notes having terms and conditions the same as the Notesor the same in all respects save for the amount and date of the first payment of interest thereon andso that the same shall be consolidated and form a single Series with the outstanding Notes.

16.

Substitution of the Issuer(a)

The Issuer (which for the purpose of this Condition, save where the context requires otherwise,
includes any previous substitute of the Issuer) under this Condition may and the Noteholders andthe Couponholders hereby irrevocably agree in advance that the Issuer under this Condition may
at any time substitute any company (incorporated in any country in the world), of which more than90 per cent. of the shares or other equity interest carrying voting rights are directly or indirectly
held by the Issuer, as the principal debtor in respect of the Notes (any such company, the“Substituted Debtor”), provided that:

(b)

(i)

such documents shall be executed, and notices be given, by the Substituted Debtor and theIssuer as the Principal Paying Agent may deem reasonably necessary to give full effect tothe substitution and pursuant to which (i) the Substituted Debtor shall undertake in favourof each Noteholder and Couponholders to be bound by these Terms and Conditions andthe provisions of the Agency Agreement as the principal debtor in respect of the Notes
and Coupons in place of the Issuer and (ii) the Issuer shall guarantee, which guarantee
shall be unconditional and irrevocable, in favour of each Noteholder of the relative
Coupons the payment of all sums in respect of the Notes and the relative Coupons;(ii)

in accordance with and subject to Condition 7, no taxes or duties shall be required to be
withheld or deducted at source in the territory where the Substituted Debtor isincorporated, domiciled or resident (unless the withholding or deduction would be borneby the Substituted Debtor, in which case sub-clause (b) of Condition 7 shall apply); and(iii)

all necessary governmental and regulatory approvals and consents for such substitution
shall have been obtained and be in full force and effect.

The Substituted Debtor shall forthwith give notice of the substitution to the Noteholders and the
Couponholders in accordance with Condition 13.

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17.

Governing Law and Submission to Jurisdiction
The Agency Agreement, the Notes and the Coupons and any non-contractual obligations arisingout of or in connection therewith are governed by, and shall be construed in accordance with, thelaws of the Netherlands.
The Issuer irrevocably agrees, for the benefit of the Noteholders and the Couponholders, that the
courts of Amsterdam are to have exclusive jurisdiction to settle any disputes which may arise outof or in connection with the Notes, and/or the Coupons (including a dispute relating to any noncontractual obligations arising out of or in connection with the Notes and/or the Coupons) andaccordingly submits to the exclusive jurisdiction of the Amsterdam courts.

83

USE OF PROCEEDSThe net proceeds from each issue of Notes will be applied by the Issuer for its general corporate purposes,
including (without limitation) repayment of debt. If, in respect of any particular issue, there is a particular
identified use of proceeds, this will be stated in the applicable Final Terms.

84

BUSINESS OVERVIEW
Principal activities
UMG is a world leader in music entertainment based on revenue, engaged in three main operating
businesses: recorded music; music publishing; and music-based merchandising.
UMG’s recorded music business discovers and develops artists, supports the creation of audio andaudiovisual content by artists, and markets, distributes, sells and licenses such content to consumers acrossa wide array of formats and platforms. UMG owns and administers the copyright to the audio and audiovisual recordings created by the artists signed to UMG’s labels and generates revenue from the physicalsales of such content in the form of CDs, vinyl records, cassette tapes and DVDs, and from the distributionof such content to digital music streaming and subscription platforms, and to consumers of recorded music
using other platforms and formats, including social media, health and wellness, films, television and video
games.
The music publishing business discovers and develops composers and songwriters and owns andadministers the copyright to the musical and lyrical compositions created by such composers andsongwriters, which is licensed for use in recordings, public performances and for related uses, such as infilms and advertisements. UMG’s music publishing business generates royalty revenue from the licensingof musical and lyrical compositions.
Bravado, UMG’s merchandising business, produces and sells artist-branded products as well as otherbranded products. UMG has also expanded into other businesses such as film and television (including
production of film and television shows) as well as other segments that are linked to its music business,
including organizing live events, livestreaming, brand partnerships and sponsorships, and podcasts. In
addition to being successful at revenue generation in their own right, these operations also contribute to
the growth of UMG’s recorded music and music publishing businesses, primarily by increasing visibility
and reach of UMG’s artists and music and through royalties earned on the use of UMG’s catalogue ofrecorded music and compositions in these other businesses.
Significant new products and activities
UMG plays an active role in promoting the continued development of new digital services and consumer
offerings in order to support a competitive, healthy and increasingly global market. UMG has agreementswith several hundred global and local digital service providers around the world, establishing legal
consumption of music in markets with high levels of piracy that previously did not have legitimate
commercial outlets, including India, Latin America, Africa, the Middle East, Eastern Europe and Southeast
Asia. These partnerships have made music more accessible to fans around the world, offering a free-touse option for consumers as an alternative to pirated content, with additional upsell opportunities created.
Principal markets in which the Company competes
UMG’s revenue profile is geographically diverse and becoming more so with the emergence of legitimate
monetization opportunities in many new music markets around the world. In 2023, revenues from UMG’s
top 5 music markets (US, UK, Japan, Germany and France) accounted for 75% of UMG consolidated
revenues, while rest of the world represented 25% of total company consolidated revenues. UMG’srevenue is also diverse from a business model standpoint. While streaming and subscription revenue iscommonly looked at as the main driver of music industry performance, the recorded music subscription
and streaming revenue streams account for only 67% of UMG’s recorded music revenue in 2023.
UMG has a broad array of businesses engaged in recorded music, music publishing, merchandising andaudiovisual content through offices in more than 60 territories, covering approximately 200 markets.

85Basis for statements made by the Company regarding its competitive position
Industry-leading position
UMG is the world’s largest recorded music company (based on revenue) and the largest recorded musiccompany in major music markets including the United States, the UK, France and Germany. Its major
record labels and groups include Capitol Music Group, Def Jam Recordings, EMI Records, Interscope
Geffen A&M, Island Records, Motown Records, Polydor, Republic Records, Universal Music Group
Nashville and Universal Music Latin Entertainment, as well as the world’s leading classical and jazz labels,
including Blue Note Records, Decca, Deutsche Grammophon and Verve Label Group, among others.
Artists signed to UMG as part of its recorded music business span all genres and generations and include
the greatest artists of all time, such as ABBA, Aerosmith, Louis Armstrong, The Beatles, The Beach Boys,
The Bee Gees, Andrea Bocelli, Bon Jovi, James Brown, Nat King Cole, Neil Diamond, Marvin Gaye,
Guns N’ Roses, Elton John, KISS, Bob Marley, Paul McCartney, Nirvana, Luciano Pavarotti, Queen,
Lionel Richie, The Rolling Stones, Frank Sinatra, Sting, U2, The Who, Amy Winehouse and Stevie
Wonder, as well as many of the biggest artists today, such as J Balvin, Justin Bieber, Luke Bryan, Lewis
Capaldi, J. Cole, Daddy Yankee, Drake, Billie Eilish, Eminem, Selena Gomez, Ariana Grande, Imagine
Dragons, Lady Gaga, Kendrick Lamar, Lang Lang, Lil Baby, Post Malone, Shawn Mendes, Nicki Minaj,
Katy Perry, Olivia Rodrigo, Sam Smith, Chris Stapleton, Taylor Swift, Shania Twain, Morgan Wallen and
The Weeknd. UMG’s roster of artists also includes successful local artists such as Dave and Glass Animals
in the UK, Angèle and SDM in France, Helene Fischer and Herbert Grönemeyer in Germany, King &Prince and Ado in Japan, Eason Chan in China and Feid, Karol G and Sebastián Yatra in Latin America
and, since 2023, global icons Anitta and Jay Chou.
As a result of its broad array of frontline labels, label venture partners and label services, as well as thediversification of revenue streams, UMG is not reliant on one artist, or on a small number of artists, togenerate revenue in any given year. In fact, the top 50 artists only accounted for 24% of UMG’s recorded
music revenue in 2023. In addition to this artist diversification, UMG has strong and reliable revenue flows
from its catalogue (defined as content older than three years), which accounted for 62% of recorded music
digital and physical revenue in 2023, while frontline product (content less than three years old) accounted
for 38% of recorded music digital & physical revenue.
UMG’s recorded music business is also geographically diverse. In 2023, North America accounted for
51% of UMG’s recorded music revenue, with Europe at 28%, Asia 13%, Latin America 4% and the restof the world at 4%.
UMG’s Universal Music Publishing Group (“UMPG”) controls the publishing rights to a global catalogue
containing close to four million owned and administered compositions, including several of the world’s
most popular songs. Major songwriters whose works are part of UMPG’s catalogue include ABBA, Adele,
Axwell & Ingrosso, J Balvin, The Beach Boys, Beastie Boys, The Bee Gees, Irving Berlin, Leonard
Bernstein, Justin Bieber, Benny Blanco, Chris Brown, Mariah Carey, Coldplay, Neil Diamond, Dua Lipa,
Bob Dylan, Billie Eilish, Eminem, Future, Billy Joel, Elton John/Bernie Taupin, Jonas Brothers, Alicia
Keys, Kendrick Lamar, Dave Matthews, Pearl Jam, Post Malone, Britney Spears, Harry Styles, Taylor
Swift, Justin Timberlake, U2 and many more.
UMG’s relationships span the largest collection of artists of any company in the world. Successful
relationships in one area of UMG’s business can also translate into broader sets of rights, as well as
expanded relationships in other areas of the company’s operations. In addition, this broad network of artists
allows UMG to more effectively partner with digital service providers, provides UMG with the mostcomprehensive view of technological trends across the industry, and elevates UMG as the early partner ofchoice for helping to develop industry business models for new service offerings, such as fitness, spatial
audio, in-car audio, meditation and learning/play.
This coverage universe provides UMG with extensive consumer data, which, along with the Group’s
investment in analytics, allows UMG to draw deep insights and action plans, benefiting UMG’s artists aswell as the Group, and further differentiating UMG as the partner of choice for artists at every stage of86

their careers. UMG’s industry-leading, in terms of scope, data, analytics, engineering, and modelling,combined with the company’s network of content inventory and partner channels, have made the company
an attractive media and advertising partner for some of the world’s biggest brands.
UMG’s industry-leading position, in terms of market share, best-in-class artist development andcontinuous re-investment in its business creates a virtuous cycle that benefits the company and its artists
over time, which UMG believes puts its competitive position in a “category of one”. UMG’s success in
adding new content, by breaking new artists, expanding its relationships with established artists andbroadening its portfolio through its artist and label services business, further increases its importance to its
retail partners and consumers. This leads to additional data and further insights into a broader set of
consumer behaviours, which then helps better inform UMG’s decision making around artist investment
and development, again, furthering UMG’s appeal to new artists and generating financial benefit to both
UMG and its artists.
In 2024, UMG also acquired a minority stake in Chord, pursuant to a long-term strategic partnership with
Chord’s other shareholders, to actively manage Chord through UMG’s global network and further develop
its catalogue of music and intellectual property.
Artist-centric focus and commitment
Artists and songwriters are at the centre of everything UMG does. UMG is focused on the long-term
development of artists and songwriters and the company is built to serve their unique needs for each stageof their careers. UMG has consistently demonstrated the value it represents to an artist’s success.
Producing and marketing music successfully requires significant upfront investment and involves
collaborating with the best writers and producers. UMG invests more money and expertise through its staff
of industry specialists than any other recorded music company in signing and developing talent.
Combining these investments and expertise with UMG’s excellence in marketing and in promoting artists
globally, enables UMG to consistently lead the industry in breaking artists. UMG has also strategically
expanded the revenue streams of its artists from film, television, theatre, merchandise, touring, ticketingand sponsorship. As a result, several iconic artists, including Taylor Swift, The Rolling Stones, Elton John,
Aerosmith, Drake, Andrea Bocelli, DJ Khaled and the Weeknd, among many others, recently signed (orre-signed) with UMG, solidifying the company’s position as their preferred partner.
In a crowded marketplace, where approximately 60,000 new recordings are uploaded daily to Spotify, it
has become harder than ever for an artist to break-through in a sea of music content. Doing so requires theprofessional expertise and resources of a major label, including a comprehensive approach to content
creation, organic artist development, timing, marketing, promotion, financial investment, and forward
planning. For this reason, UMG believes that traditional, high-touch, full-service label deals with its
portfolio of world-renowned labels provide the most long-term value to an artist and greatly increase thecommercial success, consumer base and longevity potential for artists at every stage of their careers.
To work with the broadest set of artists, UMG offers a wide spectrum of services to meet the needs of
independent labels, artists and entrepreneurs at every stage of their development, providing them withresources from global distribution, insights, data and marketing tools to fully staffed promotion, marketing
and artist development teams, both regionally and globally. In 2024, UMG entered into an agreement topurchase the catalogue of Oriental Star Agencies (“OSA”), one of the most prominent South Asian recordlabels in the UK, with a focus on Pakistani and Indian artists, and it also acquired Hyperion in order toprovide for the development of classical recording artists. In addition, in 2022, UMG expanded its global
distribution network for independent labels and artists with the launch of Virgin Music Group, which
unites its premier label and artist service businesses including Virgin Music Artist & Label Services,
Ingrooves Music Group (“Ingrooves”) and the recently acquired mtheory Artist Partnerships within the
newly created division. This way, UMG is broadening its long-term relationships and partnerships withnew independent artists, labels and entrepreneurs, and further expanding its reach into new music markets.

87True global infrastructure
UMG operates in more countries and markets than any other recorded music company. With a diverse
range of labels, UMG’s recorded music business has offices in more than 60 territories and is present
across approximately 200 markets. UMG’s physical presence in all of these territories, rather than relying
on outsourced distribution or other business models, is critical to its continued growth and a key
differentiator of the UMG approach. This enables UMG to better understand, and engage with, local artist
and label communities and identify the key elements for success in each jurisdiction. UMG believes thatits sustained investment and commitment to local music communities, including its established networks
of artists, producers and creative executives, has given it a significant advantage in high growth markets
as they have developed monetizable forms of music consumption.
In order to best understand and be effective in each individual market and region, many of which havehugely diverse populations, dialects and cultures, UMG is reliant on its local, dynamic executive teams
throughout each territory. These teams have been able to help build and contribute to the entire music
ecosystem in the countries in which they operate, establishing UMG as a key stakeholder and trusted
partner within each market.
The local relationships and deep, broad experience of these management teams has also allowed UMG toexpand the suite of services available to offer artists, labels, partners and clients, including artist and talentmanagement, live booking and event promotions, brand and influencer partnerships, merchandising, music
and brand licensing and other forms of Non-Recorded Income (“NRI”). The ability to offer these nontraditional services enables UMG to attract the best talent in each territory, which has resulted in a seriesof high-profile marquee artist signings around the world.
Around a decade ago, when the industry revenue was in decline, other companies in the music industry
attempted to save costs by closing local offices in smaller music markets and outsourcing distribution of
their content. On the contrary, UMG continued to invest in local A&R, signing and developing local talent,
and growing its networks in markets around the world. In recent years, UMG has established new offices
in Côte d’Ivoire, Israel, Kenya, Morocco, Nigeria, and Vietnam, among others, and expects to add
operations in other markets in the near future.
During the past six years, UMG has taken a holistic approach to expanding operations across Africa,
opening new divisions in Nigeria, as well as becoming the first major music company to establish divisions
in Kenya, Côte d’Ivoire, Senegal and Morocco, alongside UMG’s longstanding operations in South Africa.
In March 2022, UMG announced the creation of Blue Note Africa, a new imprint dedicated to signing jazzartists from across the African continent. In June 2022, UMG launched Virgin Music Label & Artist
Services in Africa. This division focuses on supporting the next wave of independent artists, labels,
influencers, and entrepreneurs from the region. It launched with more than 15,000 titles in its catalogue
and more than fifty label partners from 25 countries. UMG has also led the industry in signing landmark
licensing deals with local services and platform partners in order to ensure that music from UMG’s artists
reaches audiences throughout Africa. UMG has introduced and launched both established and new label
brands into the continent including Def Jam Africa, Motown and Afroforce1, while partnering with someof Africa’s most innovative, acclaimed and entrepreneurial talent such as Nigeria’s Aristokrat Group. Most
recently, Ingrooves Music Group’s acquisition of leading South African independent distributor, based onchart performance, Electromode allowed UMG to enhance its digital, distribution and marketing services
footprint across the continent. In February 2024, UMG also agreed to acquire a stake in Mavin Global, aNigeria-based independent record label that has played a pioneering role in breaking Afrobeats artists
within Africa and beyond.
In Asia, UMG has expanded its domestic operations within mainland China by opening a new UMPG
publishing division, signing a series of innovative licensing agreements with new partners and platforms
and launching several new label brands in order to attract new artist talent, drive new forms of income andrevenue and increase the opportunities for Chinese talent to reach new audiences abroad. In 2019, UMG
became the first major music company to enhance its regional presence by opening a new regional
Southeast Asia headquarters in Singapore. This shift allowed UMG to better position itself among key
88

partners, stakeholders and brands, while also introducing a series of new, respected international labels
into the market in order to attract the best artist talent from the region and capitalize on the growing
regional popularity of genres including hip-hop and dance (Def Jam SEA, Astralwerks Asia, Island
Records Philippines, Big Hit / HYBE, Red Records among others). Furthermore, Universal Music Greater
China (UMGC) launched Capitol Records China in March 2022. This grew UMG’s position in China
following the launch of Republic Records and the relaunch of EMI and Polygram China in 2021. Capitol
Records China is a frontline label that focuses on signing and developing Chinese music talent. Following
its launch, Capitol Records China and Astralwerks announced a global licensing and distribution
partnership with Live Nation’s Electronic Asia’s (LNEA) Fabled Records label. In November 2023, UMG
further strengthened its domestic position in China through new long-term agreements with superstar
Eason Chan and with 2022’s No. 1 IFPI global album seller Jay Chou.
Furthermore, in 2022, Universal Music Vietnam entered into a partnership with multi-channel networkand media company METUB. The collaboration focused on the launch of the new MonoX label. MonoX
finds and develops Vietnamese talent and aims to break artists globally. In 2022, Universal Music Thailand
also entered into an expanded partnership with Thailand’s music label Hype Train Group, which serves asa springboard for Thai artists wishing to export their creativity to music lovers around the world. In June
2023, UMG further expanded its Asian repertoire by acquiring a majority stake in RS Group in Thailand,a leading Thai music distributor and management company that represents Thailand’s second largest musiccatalogue, comprising over 10,000 master recordings, 6,000 copyright ownerships, publishing rights, andlicenses spanning four decades.
In 2021, UMG widened its reach in India by entering into an exclusive global agreement with Indian musicsuperstar and entrepreneur Badshah. Universal Music India (UMI) also launched new labels dedicated toreleasing new music made in popular regional dialects across South Asia, with the launch of the VYRL
Punjabi, Haryanvi and Bhojpuri labels. In 2022, UMI acquired a majority stake in TM Ventures, one ofIndia’s leading music and entertainment companies. UMI and TM Ventures are working in partnership
across the company’s talent management, entertainment consultancy and live/events businesses. Throughthis majority stake acquisition, UMG reinforced its leading role in India’s music scene. Furthermore, inFebruary 2022, UMG announced the launch of Def Jam India, a new label division within India and South
Asia dedicated to representing the best hip-hop and rap talent from the region. In January 2024, UMG
entered into an agreement to purchase the catalogue of OSA, pursuant to which it increased its exposure
to the Pakistani and Indian markets.
UMG further expanded its strategic global/local approach in 2021 by launching Universal Arabic Music(UAM), a newly created label dedicated to discovering, introducing and championing the artists, sounds
and rich musical culture of the Middle East & North Africa region to audiences around the world. UMG’sstrategic expansion into the Middle East & North Africa region was further bolstered by its agreement toacquire UAE-based music company Chabaka in August 2023. Chabaka provides digital distribution,marketing, publishing, and label and artist services in the Middle East & North Africa region, thereby
significantly increasing UMG’s presence in one of the fastest growing music regions in the world.
UMG’s foresight to establish itself early in these territories, before they emerged as high-growth music
markets, has better positioned the Group to benefit from the legitimate music economies that streaming
has now begun to establish, replacing years of piracy-based music consumption with commercial
opportunities. Using its strong relationships with several hundred local, regional and global digital service
providers, UMG is actively working to break new domestic artists in markets around the world, as well as
help those artists achieve regional and global success. At the same time, UMG actively works to expand
the fan base of its roster of artists from more developed music markets, introducing them to new audiences
in markets that did not previously have a clear path to monetization. As a result, domestic and global stars,
as well as fans around the world, are benefitting from UMG’s physical presence in all of these territories.
Social Responsibility
UMG’s social responsibility programme is centred around creating a more sustainable future with a focus
on supporting culture and its creators, its employees and local communities. UMG’s work aligns with the89United Nations Sustainable Development Goals (“SDGs”), and UMG has adopted the recommendationsof the Task Force on Climate Related Financial Disclosures. In addition, UMG’s All Together Now
philanthropy programme supports its employees’ good works, particularly across education and health &well-being – and especially related to music and the arts.
In parallel, UMG’s Task Force for Meaningful Change (“TFMC”) works to support marginalized
communities in the ongoing fight for equality, justice and inclusion. With board oversight, UMG continues
to further build its central ESG policy and intends to put in place a UMG specific framework for actionthat further directs its activities towards building a sustainable future, with a particular focus on the wellbeing of creators of music and the arts, its people and communities and the environment.
UMG History
Home to recordings stretching back more than a century to 1898, the predecessor to UMG began in 1924
with the founding of Music Corporation of America (“MCA”), a music and talent agency, and expanded
significantly over the last century through a series of acquisitions and through organic growth, eventually
becoming the world’s largest music and entertainment company that it is today, based on revenue.
In 1962, MCA acquired Decca Records, becoming home to music, film and television operations, with
MCA subsequently being acquired by Japan’s Matsushita Electric Co. (“Matsushita”) in 1990. Five years
later, Seagram Company Ltd. (“Seagram”) acquired 80% of MCA from Matsushita and the following
year renamed MCA’s movie segment Universal Pictures and relaunched its music segment as Universal
Music Group.
In May 1998, Seagram acquired PolyGram, a joint venture between Phillips and Siemens that owned musiclabels including Polydor, Phonogram, Deutsche Grammophon, Island Records, Def Jam Recordings, A+M
Records, London Recordings, Mercury Records, Fontana and Verve. A year later, Polygram was mergedwith UMG.
In 2000, Vivendi S.E. (“Vivendi”) acquired Seagram, and gained full ownership of UMG in 2006 after
buying the 20% stake still held by Matsushita. A year later, in 2007, UMG expanded its music publishing
operations with the acquisition of the BMG Music Publishing catalogue.
In 2012, UMG acquired EMI Music, the recorded music division of the EMI Group, including recordlabels Angel, Astralwerks, Blue Note, Capitol, Capitol Latin, Capitol Records Nashville, EMI Classics,
EMI CMG, EMI Records, EMI Records Nashville, Manhattan, Parlophone (which was subsequently
divested), Virgin Classics and Virgin Records.
In recent years, UMG has expanded its distribution capabilities for independent labels and artists. In March
2019, UMG acquired the remaining rights in Ingrooves and, in 2022, it expanded its global distribution
network for independent labels and artists with the launch of Virgin Music Group. In 2023, UMG
continued to launch new labels in key markets where it believes there are significant untapped opportunity
with EMI-North in the UK.
UMG has also expanded outside of recorded music and music publishing. In 2007, UMG acquired
Sanctuary, a merchandising, live agency and artist management business, most of which was subsequently
divested. The merchandising arm of Sanctuary eventually became UMG’s merchandising division,
Bravado. In 2014, UMG acquired Eagle Rock Entertainment, enhancing the company’s presence in audiovisual content, which has now become UMG’s Mercury Studios division. In 2019, UMG further expanded
its merchandising business with the addition of Epic Rights.
In March 2020, Vivendi sold a 10% stake in UMG to the Tencent-led Consortium (as defined below).
In March 2020, an agreement (the “Greater China Option Agreement”) was entered into pursuant towhich Universal International Music B.V. (“UIM”) granted Tencent Music Entertainment (“TME”) an
option to purchase a minority interest in the share capital of a subsidiary (“UMG Greater China”) of
UIM that owns and operates UMG’s business and operations in Greater China.
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In January 2021, the Tencent-led Consortium exercised its call option to acquire an additional 10% stakein UMG.
In February 2021, as part of a company restructuring, the shareholders of Universal Music Group, Inc.
(“UMGI”) and UIM, being Vivendi, Concerto Investment B.V. (“Concerto”) and Scherzo Investment
B.V. (“Scherzo”, and together with Concerto, the “Tencent-led Consortium”) contributed their shares
held in UMGI and UIM, representing all of the issued capital of both UMGI and UIM, to the Company inexchange for newly issued shares in the Company, as a consequence whereof the Company became thesole holding company of the Group.
More recently, following (i) the execution of definitive agreements between Pershing Square Tontine
Holdings Ltd (“Tontine”) and Vivendi on June 20, 2021 and (ii) the assignment agreement entered into
between Tontine, Pershing Square Holdings, Ltd., Pershing Square L.P., Pershing Square International
Ltd. and PS VII Master, L.P. (together the “Pershing Entities”) on 18 July 2021 (and notified to Vivendi
on the same date), the Pershing Entities assigned the share purchase agreement to Pershing Square
Holdings, Ltd. and completed the acquisition of a 7.09% stake in the Company from Vivendi on 10 August2021 for an aggregate purchase price of US$2.8 billion, and subsequent acquisition of a 2.91% stake in
the Company from Vivendi on 9 September 2021 for an aggregate purchase price of US$1.15 billion.
In September 2021, UMG announced the publication of a prospectus in connection with the admission to
trading and official listing of its shares on the regulated market of Euronext Amsterdam in the context of
an intended distribution by Vivendi of up to 60% of Vivendi’s stake in the Company to Vivendi’s
shareholders by way of a distribution in kind. The listing of and trading in the shares of the Company onEuronext Amsterdam under symbol UMG commenced on 21 September 2021.
In 2022, the following amendments were made to the Greater China Option Agreement: (i) Tencent
Holdings Limited replaced TME as a party; (ii) Tencent Holdings Limited was given the right to acquire
reduced stake of UMG Greater China; and (iii) the term was extended until 16 June 2024.
Organizational Redesign
In February 2024, UMG announced that it is engaged in an organizational redesign of its global structure,
which is expected to enhance UMG’s capabilities in the areas most critical to its future growth and successwhile providing its labels with enhanced capabilities to deepen artist and fan connections via new,experiential, commerce and content offerings (the “Organizational Redesign”).
In a rapidly evolving industry, UMG’s Organizational Redesign is intended to create the blueprint for themusic company and the labels of the future. When it comes to signing artists, UMG’s labels will act witheven greater flexibility and speed. And when it comes to supporting their rosters, labels will have accessto UMG’s highest-performing internal teams and resources to bring their artists to ever-higher levels of
success. The Organizational Redesign carefully preserves what UMG is best at: creative artists andrepertoire, marketing independence, unique label brand identities and entrepreneurial and internallycompetitive spirit, while creating efficiencies that will generate more impactful support in promotion,
distribution, audience monetization, direct-to-consumer, ecommerce and other areas.
The Organizational Redesign is expected to generate €250 million of annual run-rate cost savings via a
combination of headcount reduction and other operational efficiencies, which will be accretive to UMG’s
margins and which are expected to be fully realized by the end of 2026. The first phase of theOrganizational Redesign is expected to achieve €125 million in annual run-rate cost savings, €75 millionof which are expected to be fully realized by the end of 2024. UMG expects to incur approximately €125
million of restructuring costs in 2024 in order to successfully implement the Organizational Redesign, €92
million of which were incurred during the first quarter of the year.
It is expected that the Organizational Redesign will strengthen UMG’s leadership team, foster innovationand overall bolster efficiencies across its business, creating unparalleled experiences for artists and fans.

91Intellectual Property
The success of UMG’s business depends on its ability to protect and enforce its vast selection of
intellectual property rights, including copyrights and trademarks. UMG protects its intellectual property
under patent, trade secret, trademark, and copyright laws through a combination of intellectual property
registration, employee or third-party assignment and nondisclosure agreements, other contractual
restrictions, technological measures, and other methods.
Copyrights
UMG’s business, like that of other companies involved in the music entertainment industry, depends on
its ability to maintain rights in sound recordings and musical compositions through copyright protection.
In the United States, copyright protection for works created as “works made for hire” (e.g. works of
employees or certain specially commissioned works) on or after 1 January 1978 generally lasts for 95
years from first publication or 120 years from creation, whichever expires first. The period of copyrightprotection for works created on or after 1 January 1978 that are not “works made for hire” lasts for the lifeof the author plus 70 years. Works created and published or registered in the United States prior to 1
January 1978 generally enjoy copyright protection for 95 years, subject to compliance with certain
statutory provisions including notice and renewal. Additionally, the Music Modernization Act extended
federal protection in the US to sound recordings created prior to 15 February 1972. The duration ofprotection for such sound recordings varies based on the year of publication, with all such sound recordings
receiving protection for at least 95 years, and sound recordings published between 1 January 1957 and 15
February 1972 receiving copyright protection until 15 February 2067.
The term of copyright in the European Union for musical compositions in all Member States lasts for thelife of the author plus 70 years. In the European Union, the term of copyright for sound recordings lastsfor 70 years from the date of release in respect of sound recordings that were still in copyright on 1
November 2013 and for 50 years from date of release in respect of sound recordings the copyright in which
had expired by that date. The European Union also harmonized the copyright term for joint musical works.
In the case of a musical composition with words that is protected by copyright on or after 1 November
2013, Member States of the European Union are required to calculate the life of the author plus 70 years
from the date of death of the last surviving author of the lyrics and the composer of the musicalcomposition, provided that both contributions were specifically created for the musical composition.
UMG is largely dependent on legislation in each territory in which it operates to protect its rights against
unauthorized reproduction, distribution, public performance or rental. In all territories where UMG
operates, its intellectual property receives some degree of copyright protection, although the extent ofeffective protection varies widely. In a number of developing countries, the protection of copyrightremains inadequate.
Technological changes have focused attention on the need for new legislation that will adequately protect
the rights of producers. UMG actively lobbies in favour of industry efforts to increase copyright protection
and supports the efforts of organizations such as Recording Industry Association of America (“RIAA”),
IFPI, National Music Publishers’ Association, International Confederation of Music Publishers and theWorld Intellectual Property Organization.
Trademarks
UMG considers its trademarks to be valuable assets to its business. The major trademarks owned by orlicensed to UMG include A&M, ABBA, Abbey Road, Blue Note, Bravado, Def Jam Recordings, Capitol,
Casablanca, Decca, Deutsche Grammophon, EMI, Geffen, Impulse, Ingrooves, Interscope, Island,
London, Mercury, MCA, Motown, Now That’s What I Call Music (outside of the European Economic
Area, the UK and Switzerland), Polydor, Polygram, Republic, Universal Music, Verve and Virgin.
Although UMG cannot be assured that its trademark applications, even for major trademarks, will beapproved, UMG endeavours to register its major trademarks in every country where it believes theprotection of these trademarks is important for its business. UMG also uses certain trademarks pursuant tolicense agreements entered into with the owner of the trademarks. The duration of UMG’s licenses relating92

to Virgin and Def Jam Recordings is perpetual and the earliest termination date for UMG’s license relating
to Universal Music is 2029, but may be terminated under certain limited circumstances, including its
material breach of the license agreement and certain events of insolvency. UMG actively monitors andseeks to protect against activities that might infringe, dilute or otherwise harm its trademarks.
Information on any governmental, legal or arbitration proceedings (including any such proceedings
which are pending or threatened of which UMG is aware), during a period covering the previous 12
months which may have, or have had in the recent past significant effects on UMG and/or the Group’s
financial position or profitability
There are no governmental, legal or arbitration proceedings (including any such proceedings which are
pending or threatened of which UMG is aware), during a period covering the previous 12 months which
may have, or have had in the recent past significant effects on UMG and/or the Group’s financial positionor profitability.
Other proceedings that UMG expects to not have a significant effect on UMG and/or the Group’s
financial position or profitability
UMG is involved in various litigation and regulatory proceedings arising in the normal course of business.
Where it is determined, in consultation with counsel based on litigation and settlement risks, that a loss isprobable and estimable in a given matter, UMG establishes an accrual. In the current pending proceedings,
the amount of accrual is not material. An estimate of the reasonably possible loss or range of loss in excessof the amounts already accrued cannot be made at this time due to various factors typical in contested
proceedings, including (i) the results of ongoing discovery; (ii) uncertain damage theories and demands;(iii) a less than complete factual record; (iv) uncertainty concerning legal theories and their resolution bycourts or regulators; and (v) the unpredictable nature of the opposing party and its demands. However,
UMG cannot predict with certainty the outcome of any litigation or the potential for future litigation. As
such, UMG continuously monitors these proceedings as they develop and adjusts any accrual or disclosure
as needed. Regardless of the outcome, litigation could have an adverse impact on UMG, including UMG’sbrand value, because of defense costs, diversion of management resources and other factors, and it could
have a material effect on UMG’s results of operations for a given reporting period.
Provisions recorded by the Group for all claims and litigation were €21 million as of 31 December 2023,€5 million as of 31 December 2022 and €4 million as of 31 December 2021.

93

LEGAL STRUCTURE AND CORPORATE GOVERNANCE
Introduction
Universal Music Group N.V. is a public limited liability company (naamloze vennootschap) and wasincorporated on 4 December 2020 under Dutch law as a private company with limited liability (besloten
vennootschap met beperkte aansprakelijkheid) with the name Universal Music Group B.V. The
commercial name is “Universal Music”. As part of the terms of the first admission to listing and tradingof all of the ordinary shares in the share capital of the Company (together, the “Shares”) on Euronext
Amsterdam, and in accordance with applicable law, the Company amended its articles of association (the“Articles of Association”) and converted to a public limited liability company (naamloze vennootschap)by way of a notarial deed dated 20 September 2021.
The Company’s statutory seat is in Amsterdam, the Netherlands. The registered office address of theCompany is ‘s-Gravelandseweg 80, 1217 EW Hilversum, the Netherlands. The telephone number of theCompany is +31 (0) 88 62 61 500. The Company is registered with the trade register of the Chamber ofCommerce of the Netherlands (Kamer van Koophandel) under number 81106661. Its legal entity identifieris 724500GJBUL3D9TW9Y18.
Unless incorporated by reference into this Base Prospectus, the contents of the Company’s website(www.universalmusic.com) or of websites accessible from hyperlinks on that website do not form part ofthis Base Prospectus and may not be relied upon in connection with any decision to invest in any Notes.
Other than the information incorporated by reference into this Base Prospectus, the contents of theCompany’s website (www.universalmusic.com) or of websites accessible from hyperlinks on that website
have not been scrutinized or approved by the AFM.
Corporate objects
The Company’s corporate objects are included in article 4 of the Articles of Association. The objects of
the Company are:a)to incorporate, to participate in any way whatsoever in, to manage, to supervise businesses andcompanies;b)

to finance businesses and companies;c)to borrow, to lend and to raise funds, including the issue of bonds, promissory notes or othersecurities or evidence of indebtedness as well as to enter into agreements in connection withaforementioned activities;d)to render advice and services to businesses and companies with which the Company forms a groupand to third parties;e)to grant guarantees, to bind the Company and to pledge its assets for obligations of the Company,
its group companies and/or third parties;f)to acquire, alienate, manage and exploit registered property and items of property in general;g)to trade in currencies, securities and items of property in general;h)to develop and trade in patents, trademarks, licenses, know-how and other intellectual andindustrial property rights; andi)to perform any and all activities of an industrial, financial or commercial nature,and to do all that is connected therewith or may be conducive thereto, all to be interpreted in the broadest
sense.
94

Share capital
The Company’s shares are subject to and have been created under Dutch law.
Under Dutch law, a company’s authorized share capital sets out the maximum amount and number ofshares that it may issue without amending its articles of association.
The Articles of Association provide for an authorized share capital in an amount of €27,000,000,000(twenty-seven billion euro) divided into 2,700,000,000 (two billion seven hundred million) shares with anominal value of €10.00 per share. As of the date of this Base Prospectus, the Company’s issued sharecapital is divided into 1,828,608,582 (one billion eight-hundred-and-twenty-eight million six-hundredeight thousand and five-hundred-and-eighty-two) shares. All shares are in registered form (op naam) andare only available in the form of an entry in the Company’s shareholders’ register. No certificates(aandeelbewijzen) are issued.
As at the date of this Base Prospectus, the Company’s issued share capital is fully paid up.
As at the date of this Base Prospectus, the Company holds 214,235 (two-hundred-and-fourteen thousand
and two-hundred-and-thirty-five) shares as treasury shares and no depositary receipts for Shares were
issued with the cooperation of the Company.
Major shareholders
Based on applicable Dutch legislation, the holder of a substantial holding or gross short position that
equals, exceeds or falls below 3 per cent. (or one of the other statutory thresholds) of the issued sharecapital of an issuer, should notify the AFM. These notifications are subsequently included in a public
register kept by the AFM. As per relevant filings made with the AFM up to the date of this Base Prospectus,
the major shareholders of the Issuer are Concerto Partners LLC, Vivendi SE, V. Bolloré, W.A. Ackman
and FMR LLC. Further details are available at www.afm.nl.
The table below includes the total percentages of capital interests and voting rights registered in thesubstantial holdings and gross short positions register held by the AFM.
Shareholder
Concerto Partners LLC(1)(3)Vivendi SE(3)V. Bolloré(2)(3)
W.A. Ackman(7)FMR LLC_____________
(1)
(2)
(3)
(4)
(5)
(6)
(7)

Capital interest
19.92%
9.98%
18.01%
10.00%
3.00%

Voting rights
48.33%(4)48.33%(5)48.04%(6)10.00%
3.00%

Tencent-led Consortium held via Sherzo Investment B.V. and Concerto Investment B.V.
Held via Bolloré Participations SE, Omnium Bolloré, Financière V, Sofibol, Compagnie de l’Odet, Bolloré SE and Compagnie deCornouaille.
Each of Concerto Partners LLC, Vivendi SE and V. Bolloré have provided notifications in relation to an indirect voting interest of
approximately 48% in the Company pursuant to the Relationship Agreement (as defined herein), which represents the collective
amount of their individual voting interests.
Shared voting rights with Vivendi SE and V. Bolloré pursuant to the Relationship Agreement.
Shared voting rights with Concerto Partners LLC and V. Bolloré pursuant to the Relationship Agreement.
Shared voting rights with Concerto Partners LLC and Vivendi SE pursuant to the Relationship Agreement.
Held via various Pershing Square funds.

It is possible that the stated percentages of capital interest and voting rights in the Company differ fromthe actual percentages of capital interest and voting rights in the Company as shareholders are only
required to notify the AFM in the event that their percentage of capital interests or voting rights in the
Company reaches, exceeds or falls below one of the thresholds (3%, 5%, 10%, 15%, 20%, 25%, 30%,
40%, 50%, 60%, 75% and 95%). Furthermore, actual percentages of capital interests and voting rights in
the Company may slightly differ from the percentages registered in the substantial holdings and gross short95

positions register held by the AFM, because any shares held in treasury by the Company will be counted
also in the relevant denominators for purposes of Dutch law disclosure obligations and therefore for thetable above, although such treasury shares cannot be regarded to be part of the Company’s “issued andoutstanding share capital”.
Relationship Agreement
On 8 September 2021, Vivendi SE, Concerto Investment B.V., Scherzo Investment B.V., Compagnie del’Odet and Compagnie de Cornouaille entered into a relationship agreement (the “Relationship
Agreement”), which was co-signed by the Company for agreement and acknowledgement of certain
provisions.
Amongst other things, the parties to the Relationship Agreement have agreed to consult with one anotherprior to each General Meeting in order to form, to the extent possible, a common view in respect of thevarious items related to the subjects included in and the obligations of the parties under the Relationship
Agreement.
The parties to the Relationship Agreement have agreed upon the Company’s dividend policy and shallundertake to do such that is necessary in order to comply with the Company’s dividend policy, pursuant
to which the Company intends, on an annual basis, to pay dividends to all Shareholders, on a pro rata basis
in two semi-annual instalments, in the aggregate amount of not less than 50% of the Company’s net profits,subject to agreed non-cash items and applicable law, and as calculated in accordance with the provisions
set out in the Relationship Agreement.
Furthermore, the Relationship Agreement provides arrangements concerning consultation, Dutch
mandatory takeover rules, sale of shares, information sharing and termination of the agreement.
Subsidiaries
The Company is the holding company of the Group.
The following structure chart illustrates the simplified structure of the Group as at the date of this Base
Prospectus:

The following is a list of material subsidiaries, based on their contribution to the consolidated financial
performance and/or position of the Group as at 31 December 2023.
Name
Universal Music Group, Inc.
Universal Music Group Holdings, Inc.

Country of incorporation
United States
United States

96% of shares and voting
rights held
100
100

Name
UMG Recordings, Inc.
Universal International Music B.V.
Universal Music Entertainment GmbH
Universal Music LLC
Universal Music Holdings Ltd.
Universal Music Group Treasury S.A.S.

Country of incorporation
United States
The Netherlands
Germany
Japan
UK
France% of shares and voting
rights held
100
100
100
100
100
100

Funding
To fund its business activities and operations, the Company expects to have all or part of the following
debt funding sources available:(i)internally generated cash flows;(ii)

EUR 2,000,000,000 under a revolving credit facility which matures on April 26, 2028;(iii)

public or private debt issuances under the Programme;(iv)

issue of perpetual capital securities;(v)

borrowing debt via other instruments such as private placements; and(vii)

issuances of negotiable European commercial paper pursuant to a EUR 1,000,000,000 negotiable
European commercial paper programme.

Corporate GovernanceSet out below is a summary of relevant information as well as a brief summary of certain significant
provisions of the Articles of Association and Dutch corporate law in force on the date of this Base
Prospectus concerning the Board.
This section gives an overview of the material information concerning the Board, the Corporate Executives
and a brief overview of certain provisions of Dutch law and the Articles of Association.
This overview does not purport to give a complete overview and is qualified in its entirety by Dutch law
as in force on the date of this Base Prospectus, the Articles of Association and the Board regulations(bestuursreglement) (the “Board Regulations”). This overview does not constitute legal advice regarding
those matters and should not be regarded as such. The full text of the Articles of Association is incorporated
by reference in this Base Prospectus and is available free of charge in the governing Dutch language thereof(and an unofficial English translation) at the offices of the Company during business hours and inelectronic
form
on
the
Company’s
website(https://assets.ctfassets.net/e66ejtqbaazg/4hK6v2FiQROZLkzM8dgTal/bb6ea10e10f2bb6266d278ee989f
832a/B01_-_Articles_of_Association_of_Universal_Music_Group_N.V..pdf). The full text of the Board
Regulations in the English language is available in electronic form on the Company’s website(https://investors.universalmusic.com/governance).
Management structure
The Company has a one-tier board structure (the “Board”) comprising executive and non-executive
directors (the “Executive Directors” and “Non-Executive Directors” and each of them a “Director”).
The Executive Directors are primarily responsible for all day-to-day operations of the Company. The NonExecutive Directors supervise (i) the Executive Directors’ policy and performance of duties and (ii) the
Company’s general affairs and its business, and render advice and direction to the Executive Directors.
The Directors furthermore perform any duties allocated to them under or pursuant to the law or the Articles
of Association. Each Director has a duty to the Company to properly perform the duties assigned to him
97or her and to act in its corporate interest. Under Dutch law, the Company’s corporate interest extends tothe interests of all its stakeholders, including its shareholders, creditors and employees.
Powers, responsibilities and functioning of the Board
The Board is the executive and supervisory body of the Company. It is entrusted with the management of
the Company, it supervises the general course of affairs in the Company and the business affiliated with
the Company and is responsible for the continuity of the Company. The Board is accountable for thesematters to the Company’s general meeting (the “General Meeting”).
The Board’s responsibilities include, among other things, forming a view on sustainable long-term value
creation by the Company, determining the Company’s strategy and risk management policy, appointing
and dismissing the senior internal auditor, annually assessing the way in which the internal audit function
fulfils its responsibility and approving the audit plan drawn up by the internal audit function, ensuring
compliance with legislation and regulations and the corporate governance structure of the Company, andpublishing the corporate structure of the Company and any other information required under the Dutch
Civil Code (Burgerlijk Wetboek) (“Dutch Civil Code”) and Dutch Corporate Governance Code.
The Articles of Association provide that the Board shall consist of one or more Executive Directors andone or more Non-Executive Directors. The number of Executive Directors and the number of NonExecutive Directors shall be determined by the Board. As of the date of this Base Prospectus, the number
of Directors is fourteen, comprising two Executive Directors and twelve Non-Executive Directors. The
Directors are appointed by the General Meeting at the non-binding nomination of the Board. A nominationby the Board shall state whether a person is nominated for appointment as Executive Director or NonExecutive Director. The person so nominated is appointed by a resolution adopted by the General Meetingwith a simple majority of the votes cast.
A Director shall be appointed for a maximum period of two years, provided, however, that his or her termof office shall lapse immediately after the close of the annual General Meeting held in the second year
after his or her appointment. A Director may be reappointed with due observance of the preceding
sentence. At the proposal of the Board, the General Meeting may resolve to deviate from the maximum
period of two years.
The Articles of Association provide that each Non-Executive Director may be in office for a period of not
more than twelve years, unless at the proposal of the Board the General Meeting resolves otherwise. A
Non-Executive Director’s term of office shall lapse in accordance with the retirement schedule drawn up
by the Board.
The General Meeting may at all times suspend or dismiss any Director. The Board may at all times suspend
an Executive Director. A suspension may be extended one or more times but may not last longer than threemonths in aggregate. If at the end of that period, no decision has been taken on the termination of thesuspension or on dismissal, the suspension shall end. A suspension can be terminated by the General
Meeting at any time.
The independency of Non-Executive Directors in accordance with the Dutch Corporate Governance Codeis assessed prior to their nomination for appointment on the Board and, thereafter, annually.
The Board remains accountable for the performance and affairs of the Company. As at the date of the Base
Prospectus, the Board has appointed from amongst its Non-Executive Directors three committees to assist
it to discharge its duties: an audit committee (the “Audit Committee”), a remuneration committee (the“Remuneration Committee”), and a nomination committee (the “Nomination Committee”). The Board
may appoint additional committees from time to time, as it deems necessary and appropriate to carry out
its responsibilities and oversight function.
Composition of the Board
As at the date of this Base Prospectus, the Board is comprised of the following Directors.
98

Name
Sir Lucian Grainge

Age
64

Member from20 September
2021

Term
Until May 1, 2028

20 September
2021

58

Position
Chairman & Chief Executive
Officer and Executive
Director
Deputy Chief Executive
Officer, Corporate andExecutive Director
Chairman of the Board andIndependent Non-Executive
Director
Non-Executive Director

Vincent Vallejo

63

Cathia Lawson-Hall

52

Non-Executive Director

20 September
2021

Cyrille Bolloré

38

Non-Executive Director

12 May 2022

Eric Sprunk60

Independent Non-Executive
Director

16 May 2024

Haim Saban

79

Independent Non-Executive
Director

11 May 2023

James Mitchell50

Non-Executive Director

20 September
2021

Luc Van Os

57

Non-Executive Director

20 September
2021

Mandy Ginsberg

54

Independent Non-Executive
Director

16 May 2024

Manning Doherty

51

Non-Executive Director

20 September
2021

Margaret FrerejeanTaittinger

38

Independent Non-Executive
Director

20 September
2021

Nicole Avant

56

Independent Non-Executive
Director

12 May 2022

Until Annual General
Meeting to be held in
2025
Until Annual General
Meeting to be held in
2025
Until Annual General
Meeting to be held in
2026
Until Annual General
Meeting to be held in
2026
Until Annual General
Meeting to be held in
2026
Until Annual General
Meeting to be held in
2026
Until Annual General
Meeting to be held in
2025
Until Annual General
Meeting to be held in
2026
Until Annual General
Meeting to be held in
2025
Until Annual General
Meeting to be held in
2026
Until Annual General
Meeting to be held in
2026
Until Annual General
Meeting to be held in
2026
Until Annual General
Meeting to be held in
2026

Sherry Lansing

79

William A. Ackman

12 May 2022
12 May 2022

The Company’s registered address, ‘s-Gravelandseweg 80, 1217 EW Hilversum, the Netherlands, serves
as the business address for all members of the Board.
Biographical Details of the Executive Directors
Sir Lucian Grainge (Chairman & Chief Executive Officer)
Sir Lucian Grainge has spent his entire career in the music industry and has signed and worked with many
worldwide stars, including ABBA, Jay Z, Elton John, Katy Perry, Queen, Rihanna, The Rolling Stones,
Sam Smith, U2 and Amy Winehouse, among many others. During the span of four decades, he not only
pioneered new approaches to the signing and development of the world’s most successful recording artists
and songwriters, but he also consistently championed the development of innovative business models andpartnerships with a wide range of technology and media partners around the world. Sir Grainge hastransformed UMG into the most successful company in the history of the music industry, bothcompetitively and financially, and his vision and leadership is widely recognized as having returned theentire industry to growth after years of decline. In 2011, Sir Grainge led UMG’s successful acquisition of99

the recorded music assets of the legendary British music company EMI, revitalizing its iconic Capitol
Records, and, in the process, further strengthening UMG’s position as the global leader in music.
A native of London, Sir Lucian was bestowed with a knighthood in 2016 by Her Majesty Queen Elizabeth
II in the Queen’s 90th Birthday Honours list for accomplishments in the music industry and leadership
through its challenging times, contributions to British business and inward investment, as well as hisdevelopment of innovative business models, technology and media partnerships that have expanded
UMG’s global presence.
Vincent Vallejo (Deputy Chief Executive Officer, Corporate)
Vincent Vallejo is Deputy Chief Executive Officer, Corporate for UMG. Based at UMG’s corporate
headquarters in Hilversum, the Netherlands, and reporting to UMG’s Chairman and Chief Executive
Officer, Sir Lucian Grainge CBE, Mr. Vallejo is leading a number of corporate initiatives related to UMG’slisting on Euronext Amsterdam. Mr. Vallejo has worked closely across UMG matters since joining
Vivendi in 1998, most recently as SVP, Audit & Special Projects. Prior to joining Vivendi, Mr. Vallejo
held positions at AGF-ALLIANZ France (Deputy Chief Financial Officer) and Ernst & Young in Parisand Madrid. Mr. Vallejo received an MBA from Montpellier University and a Master of Science from
Cornell-Essec, Cergy-Pontoise, France.
Biographical Details of the Non-Executive Directors
Sherry Lansing (Chairman of the Board and Independent Non-Executive Director)
Sherry Lansing is the founder and Chief Executive Officer of The Sherry Lansing Foundation, an
organization dedicated to funding and raising awareness for cancer research, health, public education, andencore career opportunities. Ms. Lansing has extensive knowledge regarding the creative industries,
including but not limited to audio/visual content. During a nearly 30-year career in the motion picturebusiness, Ms. Lansing was involved in the production, marketing, and distribution of more than 200 films,
including Academy Award winners Forrest Gump, Braveheart, and Titanic. In 1980, Ms. Lansing became
the first woman to head a major film studio when she was appointed President of 20th Century Fox. Later,
as an independent producer, she was responsible for such successful films as Fatal Attraction, The
Accused, School Ties, Indecent Proposal, and Black Rain. Returning to the executive ranks in 1992, Ms.
Lansing was named Chairman and Chief Executive Officer of Paramount Pictures and began an
unprecedented tenure that lasted more than 12 years. Ms. Lansing graduated cum laude with a Bachelorof Science Degree from Northwestern University in 1966.
William A. Ackman (Non-Executive Director)
Bill Ackman is the Chief Executive Officer of Pershing Square Capital Management, L.P., an investment
firm he founded in 2003. Mr. Ackman is Chairman of Howard Hughes Holdings Inc. (NYSE:HHH), andChairman and CEO of Pershing Square SPARC Holdings, Ltd., a special purpose acquisition rights
company. He serves as a member of the Investor Advisory Committee on Financial Markets for the Federal
Reserve Bank of New York, and as a member of the Board of Dean’s Advisors of the Harvard Business
School. He served as Chairman and CEO of Pershing Square Tontine Holdings, Ltd. (NYSE:PSTH), a
special purpose acquisition company, from July 2020 to July 2022. Mr. Ackman is co-trustee of thePershing Square Foundation, a family foundation. Mr. Ackman received an MBA from the Harvard
Business School and a Bachelor of Arts magna cum laude from Harvard College.
Cathia Lawson-Hall (Non-Executive Director)
Cathia Lawson-Hall has over 25 years of experience in the financial sector. She was Head of Coverage
and Investment Banking for Africa at Société Générale, in charge of the overall relationship and strategic
advisory with governments, large corporates and financial institutions in Africa. Previously, she served as
Managing Director, Co-Head of Debt Capital Markets for corporates in France, Belgium and Luxembourg.
Ms. Lawson-Hall is also a member of the Board of Directors of two listed companies, Vivendi SE andEndeavour Mining Plc. She is also an independent director of Agence Française de Développement (AFD)100and sits on the board of directors of “Amis du Centre Pompidou”, the first patrons of the museum who
contribute to the enrichment of the collections of the institution. Ms. Lawson-Hall was one of six
recipients, alongside the Mayor of London, Sadiq Khan, of a Diversity Award in 2017 awarded by thethink tank “Club XXIe-Siècle” in the “Career path” category. In 2015, Ms. Lawson-Hall was voted
Manager of the Year at the sixth edition of La Tribune Women's Awards. Cathia Lawson-Hall holds a
Master’s degree and a postgraduate degree in Finance from Paris Dauphine University.
Cyrille Bolloré (Non-Executive Director)
Cyrille Bolloré serves as the Chairman and Chief Executive Officer of Bolloré Group, a family-controlled
holding company which is among UMG’s largest investors and among the 500 largest companies in theworld with focused investments in transportation and logistics, communication, electricity storage andsolutions. At Bolloré Group, he additionally serves as Chairman of the Board of Directors of Bolloré
Energy, Chairman of the Supervisory Board of Sofibol, Chairman of the Management Board ofCompagnie du Cambodge, and Vice-Chairman of Compagnie de l’Odet, as a Director of Bolloré
Participations SE, Financière V, Omnium Bolloré, Société Industrielle et Financière de l’Artois, Financière
du Champ de Mars, SFA SA, Nord Sumatra Investissements, and Plantations des Terres Rouges, as apermanent representative on the Boards of Financière Moncey, and as a member of the Supervisory Boardof JCDecaux Bolloré Holding. In addition, Mr. Bolloré serves as a director on the boards of several
prominent companies, including on the Supervisory Board of Vivendi SE, and also serves on the Board of
Socfinasia and Socfin, and as a permanent representative on the Board of Socfinaf. Mr. Bolloré is a
graduate of Paris Dauphine University, and holds a Master’s degree in Economics and Management, witha major in Finance.
Eric Sprunk (Independent Non-Executive Director)
Eric Sprunk is a global consumer-retail industry leader with more than 25 years’ experience delivering
outstanding financial results, creating shareholder value and building loyal, high-performance teams. Mr.
Sprunk most recently served as the Chief Operating Officer of Nike from 2013 to 2020, where he led a
globally distributed team of over 25,000 Nike employees and an additional 1,200,000 contract employees
responsible for its robust and innovative global supply chain, demand and supply planning, procurement,
corporate real estate and workplaces and IT/technology for the global enterprise. During his 27 years at
Nike, Mr. Sprunk held various executive positions of increasing responsibility, including EVP, Global
Product & Merchandising from 2008 to 2013 and EVP & GM, Global Footwear from 2001 to 2008. As
Chief Operating Officer, Mr. Sprunk drove the digital transformation of the company to be consumer
direct. Mr. Sprunk currently serves as a member of the Board of Directors of General Mills, Bombardierand Nordstrom. Mr. Sprunk holds a Bachelor’s degree in Business Administration and Accounting fromthe University of Montana.
Haim Saban (Independent Non-Executive Director)
Haim Saban is an entrepreneur with more than four decades of experience building successful media andtelecommunication businesses. He is the Chairman and Chief Executive Officer of Saban Capital LLC, aprivate Los Angeles-based investment firm that spans operations in real estate, venture capital, film andmusic. In partnership with News Corp. and Rupert Murdoch, Mr. Saban co-founded Fox Family
Worldwide in 1996, creating a global television, broadcasting, production, distribution and merchandising
company. In 2001, Walt Disney Co. acquired Fox Family for an enterprise value of $5.3 billion. Mr. Saban
founded Saban Capital Group (SCG) and led an investor group in 2003 to buy a controlling stake in
ProSiebenSat.1 Media, Germany’s largest broadcaster. He served as Chairman of its Supervisory Boardand in 2007 oversaw the sale of the controlling stake to KKR and Permira at a $7.5 billion valuation,
representing five times the initial investment. In 2005, SCG and Apax Partners acquired a controlling stakein Bezeq, Israel’s largest telecom company, which they sold to Eurocom Group at a valuation of more thanfour-and-a-half times the initial investment five years later. SCG led the acquisition in 2007 of Univision
Communications, the leading Spanish-language media company in the U.S. for which Mr. Saban served
as Chairman. SCG continues to make minority and controlling investments in early stage private andpublic companies, including Epic Games, Keshet, Kite Pharma and Roblox, among others; feature film
projects through Saban Films; and private equity investments in companies, including Celestial Tiger. In
101

2019, SCG launched Saban Music Group, a global independent recorded music and publishing company,
which partnered in 2020 with UMG for distribution.
James Mitchell (Non-Executive Director)
James Mitchell is a Senior Executive Vice President and Chief Strategy Officer of Tencent Holdings
Limited (HKEX:0700), where he has worked since July 2011. Mr. Mitchell has also served as Chairman
and Non-Executive Director of the Board of China Literature Limited (HKEX:0772) since June 2017. He
is also a director of certain other listed companies including Frontier Developments Plc (AIM:FDEV) and
Tencent Music Entertainment Group (NYSE:TME, HKEX:1698), and of various unlisted companies.
Prior to joining Tencent, Mr. Mitchell was a Managing Director at Goldman Sachs. Mr. Mitchell receiveda Bachelor of Arts degree from Oxford University and holds a Chartered Financial Analyst certification.
Luc Van Os (Non-Executive Director)
Luc van Os is co-owner of Misset Uitgeverij, a B2B publisher of multi-media brands for the agricultural
sector, and of Rendement Uitgeverij, a B2B multimedia publisher specialized in human resources, fiscal
and salary information. Previously, he served for 12 years as Chief Executive Officer of Hearst
Netherlands and its predecessors, home to titles including Harper’s Bazaar, Elle, Quote and Cosmopolitan.
Prior to serving as Chief Executive Officer, he held different leadership roles at Hearst and its
predecessors, Hachette Filipacchi Media and Quote Media. Under his leadership, Hearst became thelargest upscale magazine publisher in the Netherlands. Mr. Van Os is also a member of the Supervisory
Board of VNO-NCW, the national employers association in the Netherlands.
Mandy Ginsberg (Independent Non-Executive Director)
Mandy Ginsberg is an operating partner at Advent International, one of the largest global private equity
investment firms. An accomplished leader with extensive online consumer acumen, Ms. Ginsberg played
various roles over fourteen years at Interactive Corp and Match Group, a portfolio of industry leading
digital dating platforms. She served as CEO of Match Group Americas from 2016 to 2018 and ultimately
served as CEO of the publicly listed entity Match Group from 2018 to 2020, leading its 45 global datingcompanies, including Tinder, Match.com, OkCupid, and Hinge. As CEO of Match Group, she drove a
period of tremendous subscriber and revenue growth and more than doubled the company’s enterprisevalue. During her tenure, she led the company’s expansion in North America and overseas, both throughorganic growth and acquisitions, including the 2018 purchase of relationship-focused platform Hinge. Ms.
Ginsberg has held roles within the IAC portfolio of digital companies since 2006. This includes tenures as
an EdTech CEO of both The Princeton Review and Tutor.com from 2013 to 2015 and CEO of Match.com
North America from 2008 to 2012. She currently serves on the Board of Directors at Uber Technologies
and ThredUp, and previously served as a director at Match Group, J.C. Penney Company and Care.com.
Ms. Ginsberg holds an MBA from The Wharton School of the University of Pennsylvania and a BA fromthe University of California, Berkeley.
Manning Doherty (Non-Executive Director)
Manning Doherty is a Managing Director of GIC Pte Ltd., a Singaporean sovereign wealth fund. He is the
Head of the Infrastructure Group (North America), investing across the capital structure in infrastructure
and related industries. Mr. Doherty’s career spans senior roles in equity research, private equity and special
situation investing in Asia and the U.S. Prior to GIC, he served as Managing Director of Mount Kellett
Capital and as Managing Director of Oaktree Capital Management. As an active investor, Mr. Doherty
assists companies with strategic reviews to develop adjacent business lines, improve KPI monitoring anddecision making, and supplement the evaluation of strategic M&A and corporate finance actions. He holds
an MBA from The Wharton School and a Master’s degree in International Studies from the Lauder
Institute at the University of Pennsylvania. He also holds a Bachelor of Arts degree from Queen’s
University in Kingston, Ontario.

102

Margaret Frerejean-Taittinger (Independent Non-Executive Director)
Margaret Frerejean-Taittinger is the co-founder of French Bloom, a company that specializes in organic
alcohol-free sparkling wines. Serving as Chief Marketing Officer, Ms. Frerejean-Taittinger has
successfully positioned French Bloom as the market leader of the super-premium 0.0% category withpresence in more than 30 markets. Previously, she served as International Development Manager for theMichelin Guide, the renowned restaurant rating system that publishes its yearly selections in over 35
countries. In this role, Ms. Frerejean-Taittinger led the expansion of the Michelin Guide working towards
doubling its international footprint over a period of five years. Prior to Michelin, she served as the Directorof Communications and Marketing for Laboratories Surface-Paris, a beauty company that specializes incosmeceutical skincare. Ms. Frerejean-Taittinger also spent eight years in the international development
field, addressing cross-sector challenges to sustainable development with a focus on education and microfinance in East Africa. Ms. Frerejean-Taittinger holds a Master of Development Practice from l’Institut
d'Etudes Politiques de Paris (Sciences Po), where she graduated summa cum laude.
Nicole Avant (Independent Non-Executive Director)
Nicole Avant is the best selling author of “Think You’ll Be Happy - Moving Through Grief with Grit,
Grace and Gratitude”. She served as the 13th U.S. Ambassador to The Bahamas after being nominated byPresident Barack Obama and unanimously confirmed by the U.S. Senate, becoming the youngest as wellas the first African American woman to hold the position. In addition to her international diplomatic work,
Ambassador Avant brings deep commercial insight and knowledge of the media and entertainment
industries having worked in the music business for over 25 years and serving as Vice President of InteriorMusic Publishing, founded by her father, entertainment mogul, Clarence Avant. Ambassador Avant
currently focuses her efforts in film and television production and has produced the critically acclaimed
and award winning films “The Black Godfather” and “Trees of Peace”. Ambassador Avant also serves on
the Board of Soho House & Co, Inc. Throughout her career, Ambassador Avant has also pursued an arrayof business and philanthropic ventures. Ambassador Avant graduated with a Bachelor of Arts degree in
Communications from California State University, Northridge.
Corporate Executives
The Group is managed by corporate executives (the “Corporate Executives”). The current Corporate
Executives consist of nine key members, each of whom oversees a specific aspect of the business. The
persons set forth below are the current members of the Corporate Executives.
Name
Sir Lucian Grainge
Philippe Flageul
Jody Gerson
Jeffrey Harleston
Eric Hutcherson
Boyd Muir

Age
64
59
63
63
55
65

Michael Nash
Will Tanous
Vincent Vallejo

67
54
63

Position
Chairman & Chief Executive Officer
Executive Vice President, Controller
Chairman & CEO for Universal Music Publishing Group
General Counsel and Executive Vice President of Business & Legal Affairs
Executive Vice President, Chief People and Inclusion Officer
Executive Vice President, Chief Financial Officer and President of
Operations
Executive Vice President, Chief Digital Officer
Executive Vice President, Chief Administrative Officer
Deputy Chief Executive Officer, Corporate

The Company’s registered address, ‘s-Gravelandseweg 80, 1217 EW Hilversum, the Netherlands, serves
as the business address for all Corporate Executives.
For information in respect of the Corporate Executives who are also members of the Board, including Sir
Lucian Grainge and Vincent Vallejo, see above under Biographical Details of the Executive Directors.
Set out below are brief summaries of the biographies of the remaining members of the Corporate
Executives:

103

Philippe Flageul (Executive Vice President, Controller)
Philippe Flageul is responsible for overseeing many aspects of UMG’s finance operations, including
accounting, tax, treasury, risk management and IT and supply chain finance. He also oversees UMG’s
global procurement. Flageul joined UMG in 2015 from Bolloré Group, where he worked for more than
two decades as CFO of the industrial division and Chairman of IER. Mr. Flageul holds an MBA fromEDHEC.
Jody Gerson (Chairman & CEO for Universal Music Publishing Group)
Jody Gerson is one of music’s most respected, accomplished executives and creative authorities. She is
the first female chairman of a global music company and the first woman to be named Chief Executive
Officer of a major music publisher. Since joining UMPG in 2015, Ms. Gerson has transformed thecompany into the industry’s best global home to songwriters and a billion-dollar business – more thandoubling revenue and substantially increasing profit. Ms. Gerson led UMPG’s historic catalogue
acquisitions of Bob Dylan, Sting, Neil Diamond and others. She has signed and works with the world’s
biggest superstars including Elton John, Taylor Swift, Harry Styles, Kendrick Lamar, Bad Bunny, Adele,
The Weeknd, Billie Eilish, SZA, Rosalia, Drake, Steve Lacy, Alicia Keys,Lana Del Rey. Coldplay, Justin
Bieber, Post Malone, Ariana Grande, H.E.R., Maren Morris, the Bee Gees, Prince, and more. Additionally,
Ms. Gerson jointly oversees Polygram Entertainment, a film and television development and production
division of UMG which has produced award-winning projects including The Bee Gees: How to Mend a
Broken Heart (HBO), Dear Mama (FX) and HBO’s Music Box series. Ms. Gerson cofounded non-profit
She Is The Music and serves on Boards for the USC Annenberg Inclusion Initiative, The Rock & Roll Hallof Fame, the National Music Publishers Association, The Archer School for Girls and New Roads School.
Ms. Gerson executive produced numerous acclaimed film/TV projects, including HBO’s “The Bee Gees:
How Can You Mend a Broken Heart” and HBO’s “Music Box” series, and produced feature films“Drumline” and “ATL”.
Jeffrey Harleston (General Counsel and Executive Vice President, Business & Legal Affairs)
Jeffrey Harleston is responsible for the global oversight of all business transactions, contracts andlitigation. He is additionally responsible for the development of corporate policies, including thecoordination of UMG’s government relations, trade and anti-piracy activities, to ensure a unified strategy
across the Company’s divisions. Mr. Harleston joined the Company in 1993 at MCA Records, after serving
as Associate Independent Counsel for the Iran-Contra Investigation and prior to that as an Associate at
Covington & Burling LLP. Mr. Harleston serves as co-chair of UMG’s Task Force for Meaningful Change,
where he leads a group of influential executives from across UMG to focus on issues regarding inclusionand social justice. Mr. Harleston also serves on the boards of the Recording Industry Association ofAmerica (RIAA), MusiCares, Williams College and the Harvard-Westlake School. He received a B.A. in
Political Science from Williams College and a J.D. from the University of California, Berkeley School of
Law.
Eric Hutcherson (Executive Vice President, Chief People and Inclusion Officer)
With a focus on people, culture and inclusion, Eric Hutcherson leads a global team across UMG’s recordlabels, publishing division and operating companies to align talent functions, amplify the Company’s
entrepreneurial-based culture, accelerate diversity and inclusion across all levels and territories, attract,
retain and develop talent, accelerate the Company’s social justice initiatives and build on UMG’ssuccessful track-record of driving innovation by recruiting employees who bring new ideas, perspectives
and skillsets. Prior to joining UMG, he was EVP, Chief Human Resources Officer of the National
Basketball Association (“NBA”) where he managed a team that drove the NBA’s global workforce
strategy. Mr. Hutcherson earned a bachelor’s degree in Political Science from New York University anda master’s degree in Sports Management and Administration from the University of MassachusettsAmherst.

104

Boyd Muir (Executive Vice President, Chief Financial Officer and President of Operations)
Working seamlessly across the corporate and creative aspects of UMG’s operations, Boyd Muir is
responsible for overseeing many of UMG’s corporate operations including global finance. Mr. Muir led
the strategic physical-to-digital reshaping of the Company’s businesses, and he has played a key role inseveral of UMG’s most prominent acquisitions, including Sanctuary Group and V2 Music Group, as wellas the Company’s successful acquisition of EMI, Ingrooves Music Group and Epic Rights, among others.
Mr. Muir joined UMG in 1994 and previously served as Chief Financial Officer for Universal Music
Group International, a division that managed UMG’s businesses in more than 50 countries.
Michael Nash (Executive Vice President, Chief Digital Officer)
Michael Nash supervises UMG’s digital business development activities around the world, manages
strategic relationships with the Company’s largest partners, and oversees global digital licensing, as wellas numerous innovation initiatives. Mr. Nash has worked at the forefront of media and technology
convergence for his entire career as an executive, entrepreneur and producer. Before joining UMG in 2015,
he served as a strategic advisor to Warner Music Group, as well as several digital media startups; prior tothat, he served as WMG’s Executive Vice President of Digital Strategy and Business Development,
responsible for WMG's global digital business. Prior to WMG, Mr. Nash was the Executive Director of
the Madison Project, the music industry’s first digital distribution trial, and he was the founding CEO of
Inscape, an interactive entertainment and games publishing joint venture backed by Time Warner.
Will Tanous (Executive Vice President, Chief Administrative Officer)
Will Tanous plays a key role in the development of the Company’s business strategy, overseeing several
major strategic and corporate endeavors, as well as managing worldwide external and internal
communications, global public policy, investor and government relations, event functions and social
responsibility. Prior to joining UMG in 2013, Mr. Tanous served as Executive Vice President ofCommunications & Marketing for Warner Music Group where he was central in all of the company’s
major corporate initiatives, including the sale of WMG to Access Industries, Inc.,WMG’s initial public
offering on the New York Stock Exchange in 2005 and the sale of WMG by Time Warner Inc. to a private
equity consortium. He serves on the board of the Recording Industry Association of America and is a
graduate of Georgetown University in Washington D.C.
Potential Conflicts of Interest of Directors and Corporate Executives
Directors
Other than as described below, no Director has a conflict of interest (actual or potential) between his or
her duties to the Company and his or her private interests and/or other duties:a)James Mitchell and Manning Doherty were nominated for appointment as Directors by the Board.
Each of James Mitchell and Manning Doherty is considered a representative of the Tencent-led
Consortium (which collectively hold an interest of more than 10% in the Company) and each ofthem is therefore considered not independent for the purposes of the Dutch Corporate GovernanceCode. Since each of James Mitchell and Manning Doherty is considered a representative of theTencent-led Consortium, and since the interests of the Tencent-led Consortium may not be alignedwith the interests of the Company, a conflict of interest might arise. For example, a potential
conflict of interest between the Company and each of James Mitchell and Manning Doherty could
arise where a decision that aims to contribute to the long-term and sustainable success of theCompany would impact the (short-term) share price of the Company’s shares and thus theshareholding of the Tencent-led Consortium. James Mitchell and Manning Doherty may be lessinclined to agree or express themselves in a positive manner in relation to a decision which could
have a negative impact on the Tencent-led Consortium when compared to the other, independent,
Non-Executive Directors that are not affiliated with the Tencent-led Consortium.

105

b)

Cyrille Bolloré was nominated for appointment as Director by the Board. Cyrille Bolloré is also
the Chairman and Chief Executive Officer of the Bolloré Group, a family-controlled holding
company which is among UMG’s largest investors, and is therefore considered not independent
for the purposes of the Dutch Corporate Governance Code. Since the interests of the Bolloré Groupmay not be aligned with the interests of the Company, a conflict of interest might arise. Similar as
at paragraph a) above, a potential conflict of interest between the Company and Cyrille Bolloré
could arise where a decision made by the Company would impact the (short-term) share price of
the Company’s shares and thus the shareholding of the Bolloré Group; andc)Bill Ackman was nominated for appointment as Director by the Board. Because of the 10%shareholding in the Company that is attributed to him, Bill Ackman is considered not independent
for the purposes of the Dutch Corporate Governance Code. Since his interests as a major
shareholder of the Company may not be aligned with the interests of the Company, a conflict ofinterest might arise. Similar as at paragraph a) above, a potential conflict of interest between the
Company and Bill Ackman could arise where a decision made by the Company would impact the(short-term) share price of the Company’s shares and thus the shareholding in the Company thatis attributed to Bill Ackman.

The Board does not expect that the circumstances described above will cause any of the Directors to havea conflict with the duties they owe to the Company. However, the Board Regulations as well as the Related
Party Transactions Policy include arrangements to ensure that the Board will in each relevant situation
handle and decide on any (potential) conflict of interest.
Corporate Executives
None of the Corporate Executives has a conflict of interest (actual or potential) between his or her duties
to the Company and his or her private interests and/or other duties.

106

BOOK-ENTRY CLEARANCE SYSTEMS
The information set out below is subject to any change in or reinterpretation of the rules, regulations andprocedures of Euroclear or Clearstream, Luxembourg (together, the “Clearing Systems”) currently ineffect. The information in this section concerning the Clearing Systems has been obtained from the relevant
Clearing Systems. Such information has been accurately reproduced and as far as the Issuer is aware andis able to ascertain from information published by the relevant Clearing Systems, no facts have been
omitted which would render the reproduced information inaccurate or misleading. The Dealers take no
responsibility for the accuracy of such information.
Investors wishing to use the facilities of any of the Clearing Systems are advised to confirm the continued
applicability of the rules, regulations and procedures of the relevant Clearing System. Neither the Issuer
nor any other party to the Agency Agreement will have any responsibility or liability for any aspect of therecords relating to, or payments made on account of, beneficial ownership interests in the Notes held
through the facilities of any Clearing System or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.
Book-entry Systems
Euroclear and Clearstream, Luxembourg each holds securities for its customers and facilitates theclearance and settlement of securities transactions by electronic book-entry transfer between theirrespective account holders. Euroclear and Clearstream, Luxembourg provide various services including
safekeeping, administration, clearance and settlement of internationally traded securities and securities
lending and borrowing. Euroclear and Clearstream, Luxembourg also deal with domestic securities
markets in several countries through established depository and custodial relationships. Euroclear andClearstream, Luxembourg have established an electronic bridge between their two systems across which
their respective participants may settle trades with each other.
Euroclear and Clearstream, Luxembourg customers are world-wide financial institutions, including
underwriters, securities brokers and dealers, banks, trust companies and clearing corporations. Indirectaccess to Euroclear and Clearstream, Luxembourg is available to other institutions that clear through or
maintain a custodial relationship with an account holder of either system.
Euroclear’s offices are situated at 1 Boulevard du Roi Albert II, B-1210 Brussels, Belgium. Clearstream,
Luxembourg’s offices are situated at 42 Avenue J.F. Kennedy, 1855 Luxembourg.
Transfers of Notes Represented by Registered Global Notes
Transfers of any interests in Notes represented by a Registered Global Note within Euroclear andClearstream, Luxembourg will be effected in accordance with the customary rules and operatingprocedures of the relevant clearing system. The laws in some States within the United States require thatcertain persons take physical delivery of securities in definitive form. Consequently, the ability to transfer
Notes represented by a Registered Global Note to such persons may depend upon the ability to exchangesuch Notes for Notes in definitive form.
On or after the Issue Date for any Series, transfers of Notes of such Series between accountholders in
Clearstream, Luxembourg and Euroclear will generally have a settlement date two business days after the
trade date (T+2). The customary arrangements for delivery versus payment will apply to such transfers.
Clearstream, Luxembourg and Euroclear have each published rules and operating procedures designed tofacilitate transfers of beneficial interests in Registered Global Notes among participants andaccountholders of Clearstream, Luxembourg and Euroclear. However, they are under no obligation to
perform or continue to perform such procedures, and such procedures may be discontinued or changed at
any time. None of the Issuer, the Agents or any Dealer will be responsible for any performance by
Clearstream, Luxembourg or Euroclear or their respective direct or indirect participants or accountholdersof their respective obligations under the rules and procedures governing their operations and none of themwill have any liability for any aspect of the records relating to or payments made on account of beneficial
107interests in the Notes represented by Registered Global Notes or for maintaining, supervising or reviewing
any records relating to such beneficial interests.

108

TAXATION
The Netherlands
This is a general summary and the tax consequences as described here may not apply to a holder of Notes.
Any potential investor should consult his own tax adviser for more information about the tax consequencesof acquiring, owning and disposing of Notes in his particular circumstances.
This taxation summary solely addresses the principal Netherlands tax consequences of the acquisition, theownership and disposition of Notes issued by the Issuer and the performance by the Issuer after the datehereof held by a holder of Notes who is not a resident of the Netherlands. It does not consider every aspectof taxation that may be relevant to a particular holder of Notes under special circumstances or who issubject to special treatment under applicable law. Where in this summary English terms and expressions
are used to refer to Netherlands concepts, the meaning to be attributed to such terms and expressions shallbe the meaning to be attributed to the equivalent Netherlands concepts under Netherlands tax law.
This summary is based on the tax laws of the Netherlands as they are in force and in effect on the date ofthis Prospectus. The laws upon which this summary is based are subject to change, potentially withretroactive effect. A change to such laws may invalidate the contents of this summary, which will not be
updated to reflect any such change. This summary assumes that each transaction with respect to Notes is
at arm’s length.
This summary does not address the Netherlands tax consequences for a holder of Notes that is considered
to be affiliated (gelieerd) to the Issuer within the meaning of the Netherlands Withholding Tax Act 2021
(Wet bronbelasting 2021). Generally, a holder of Notes is considered to be affiliated to the Issuer for these
purposes if (i) it has a qualifying interest in the Issuer, (ii) the Issuer has a qualifying interest in such party,or (iii) a third party has a qualifying interest in both the Issuer and such party. For these purposes, a party
is equated with any collaborating group of parties of which it forms part. A qualifying interest is an interest
that allows the holder to have a decisive influence over the other party’s decisions, in such a way that it isable to determine the activities of the other party. A party is in any case considered to have a qualifying
interest in another party if it (directly or indirectly) owns more than 50 per cent. of the voting rights insuch other party.
Withholding Tax
All payments by the Issuer under the Notes may be made free of withholding or deduction of any taxes ofwhatever nature imposed, levied, withheld or assessed by the Netherlands or any political subdivision or
taxing authority thereof or therein.
Taxes on Income and Capital Gains
A holder of Notes will not be subject to any Netherlands taxes on income or capital gains in respect ofNotes, including such tax on any payment under the Notes or in respect of any gain realised on the disposal,
deemed disposal or exchange of Notes, provided that:(i)such holder is neither a resident nor deemed to be a resident of the Netherlands, Bonaire,
Saint Eustatius or Saba;(ii)

such holder does not have an enterprise or an interest in an enterprise that is, in whole or inpart, carried on through a permanent establishment or a permanent representative in the
Netherlands, Bonaire, Saint Eustatius or Saba, and to which enterprise or part of an enterprise,as the case may be, Notes are attributable;(iii)

if such holder is an individual, neither such holder nor any of his spouse, his partner, a person
deemed to be his partner, or other persons sharing such person’s house or household, or
certain other of such persons’ relatives (including foster children), whether directly and/or
indirectly as (deemed) settlor, grantor or similar originator (the “Settlor”), or upon the death109

of the Settlor, his/her beneficiaries (the “Beneficiaries”) in proportion to their entitlement to
the estate of the Settlor of a trust, foundation or similar arrangement (the “Separated Private
Assets”), (a) indirectly has control of the proceeds of Notes in the Netherlands, nor (b) has asubstantial interest in the Issuer and/or any other entity that legally or de facto, directly or
indirectly, has control of the proceeds of Notes in the Netherlands. For purposes of this clause(iii), a substantial interest is generally not present if a holder does not hold, alone or together
with his spouse, his partner, a person deemed to be his partner, or other persons sharing such
person’s house or household, or certain other of such person’s relatives (including foster
children), whether directly or indirectly, (a) the ownership of, certain other rights, such as
usufruct, over, or rights to acquire (whether or not already issued), shares representing five
per cent. or more of the total issued and outstanding capital (or the issued and outstanding
capital of any class of shares) of a company; (b) the ownership of, or certain other rights, suchas usufruct, over profit participating certificates (“winstbewijzen”), or membership rights ina co-operative association, that relate to five per cent. or more of the annual profit of acompany or co-operative association or to five per cent. or more of the liquidation proceedsof a company or co-operative association; or (c) membership rights representing five per cent.
or more of the voting rights in a co-operative association’s general meeting;(iv)

if such holder is a company, such holder does not have a substantial interest in the Issuer or
if such holder does have such a substantial interest, such substantial interest (a) is not heldwith the avoidance of Netherlands income tax as (one of) the main purpose(s); or (b) does notform part of an artificial structure or series of structures (such as structures which are not put
into place for valid business reasons reflecting economic reality). For purpose of this clause(iv), a substantial interest is generally not present if a holder does not hold, whether directly
or indirectly, (a) the ownership of, certain other rights, such as usufruct, over, or rights toacquire (whether or not already issued) shares representing five per cent. or more of the total
issued and outstanding capital (or of the issued and outstanding capital of any class of shares)of a company; or (b) the ownership of, or certain other rights, such as usufruct, over profit
participating certificates (“winstbewijzen”) that relate to five per cent. or more of the annual
profit of a company or to five per cent. or more of the liquidation proceeds of a company; and(v)

if such holder is an individual, such income or capital gain does not form a “benefit frommiscellaneous activities” in the Netherlands (“resultaat uit overige werkzaamheden”) which,for instance, would be the case if the activities in the Netherlands with respect to Notes exceed“normal active asset management” (“normaal, actief vermogensbeheer”).

A holder of Notes will not be subject to taxation in the Netherlands by reason only of the execution,delivery and/or enforcement of the documents relating to an issue of Notes.
Gift, Estate and Inheritance Taxes
No gift, estate or inheritance taxes will arise in the Netherlands with respect to an acquisition of Notes by
way of a gift by, or on the death of, a holder of Notes who is neither resident nor deemed to be resident in
the Netherlands for Netherlands gift, estate or inheritance tax purposes, unless in the case of a gift of Notes
by an individual who at the date of the gift was neither resident nor deemed to be resident in the
Netherlands, such individual dies within 180 days after the date of the gift, while being resident or deemed
to be resident in the Netherlands.
For gift, estate and inheritance tax purposes, (i) a gift by a third party such as a trustee, foundation orsimilar entity or arrangement, will be construed as a gift by the Settlor, and (ii) upon the death of theSettlor, as a rule, his/her Beneficiaries, will be deemed to have inherited directly from the Settlor.
Subsequently, the Beneficiaries will be deemed the Settlor of the Separated Private Assets for purposes of
the Netherlands gift, estate and inheritance tax in case of subsequent gifts or inheritances.

110

Turnover Tax
No Netherlands turnover tax will arise in respect of any payment in consideration for the issue of Notes,
with respect to any cash settlements of Notes or with respect to the delivery of the Notes.
Other Taxes and Duties
No Netherlands registration tax, capital tax, customs duty, transfer tax, stamp duty or any other similar
documentary tax or duty, other than court fees, will be payable in the Netherlands in respect of or inconnection with the execution, delivery and/or enforcement by legal proceedings (including theenforcement of any foreign judgment in the Courts of the Netherlands) of the documents relating to theissue of Notes or the performance by the Issuer of its obligations thereunder.

111

FOREIGN ACCOUNT TAX COMPLIANCE ACT
Pursuant to certain provisions of the U.S. Internal Revenue Code of 1986, commonly known as FATCA,
a “foreign financial institution” may be required to withhold on certain payments it makes (“foreign
passthru payments”) to persons that fail to meet certain certification, reporting, or related requirements.
A number of jurisdictions (including the Netherlands) have entered into intergovernmental agreementswith the United States to implement FATCA (“IGAs”), which modify the way in which FATCA applies
in their jurisdictions. Certain aspects of the application of the FATCA provisions and IGAs to instruments
such as the Notes, including whether withholding would ever be required pursuant to FATCA or an IGA
with respect to payments on instruments such as the Notes, are uncertain and may be subject to change.
Even if withholding would be required pursuant to FATCA or an IGA with respect to payments on
instruments such as the Notes, such withholding would not apply prior to the date that is two years after
the date on which final regulations are published in the U.S. Federal Register. Moreover, Notes
characterised as debt (or which are not otherwise characterised as equity and have a fixed term) for U.S.
federal tax purposes that are issued on or prior to the date that is six months after the date on which final
regulations defining “foreign passthru payments” are filed with the U.S. Federal Register generally would
be “grandfathered” for purposes of FATCA withholding unless materially modified after such date.
However, if additional notes (as described under “Terms and Conditions of the Notes—Further Issues”)
that are not distinguishable from previously issued Notes are issued after the expiration of the
grandfathering period and are subject to withholding under FATCA, then withholding agents may treat all
Notes, including the Notes offered prior to the expiration of the grandfathering period, as subject towithholding under FATCA. Holders should consult their own tax advisers regarding how these rules may
apply to their investment in the Notes.

112THE PROPOSED FINANCIAL TRANSACTIONS TAX (FTT)
On 14 February 2013, the European Commission published a proposal (the “Commission’s Proposal”)
for a Directive for a common FTT in Belgium, Germany, Estonia, Greece, Spain, France, Italy, Austria,
Portugal, Slovenia and Slovakia (the “participating Member States”). However, Estonia has since statedthat it will not participate.
The Commission’s Proposal has very broad scope and could, if introduced, apply to certain dealings in theNotes (including secondary market transactions) in certain circumstances.
Under the Commission’s Proposal the FTT could apply in certain circumstances to persons both within
and outside of the participating Member States. Generally, it would apply to certain dealings in the Notes
where at least one party is a financial institution, and at least one party is established in a participating
Member State. A financial institution may be, or be deemed to be, “established” in a participating Member
State in a broad range of circumstances, including (a) by transacting with a person established in aparticipating Member State or (b) where the financial instrument which is subject to the dealings is issued
in a participating Member State.
However, the FTT proposal remains subject to negotiation between participating Member States. It has
been clarified that should an informal agreement among the participating Member States be reached, itwould only be a preliminary step in the legislative process. If, at some point, a draft text of the Directive
for a common FTT is tabled by the participating Member States, any decision in the Council should be
preceded by an inclusive and substantial debate among all Member States. The Commission’s Proposal
may therefore be altered prior to any implementations, the timing of which remains unclear. Additional
EU Member States may decide to participate.
Prospective holders of the Notes are advised to seek their own professional advice in relation to the FTT.

113

SUBSCRIPTION AND SALE
The Dealers have entered in a dealer agreement dated 29 May 2024 (the “Dealer Agreement”), agreed
with the Issuer a basis upon which they or any of them may from time to time agree to purchase Notes.
Any such agreement will extend to those matters stated under Form of the Notes and Terms and Conditionsof the Notes above. In the Dealer Agreement, the Issuer has agreed to reimburse the Dealers for certain of
their expenses in connection with the update of the Programme and the issue of Notes under the
Programme and to indemnify the Dealers against certain liabilities incurred by them in connection
herewith. The Dealer Agreement provides that the obligation of any Dealer to subscribe for Notes under
any such agreement is subject to certain conditions and that, in certain circumstances, a Dealer shall beentitled to be released and discharged from its obligations under any such agreement prior to the issue ofthe relevant Notes.
In order to facilitate the offering of any Tranche of the Notes, certain persons participating in the offeringof the Tranche may engage in transactions with a view to supporting the market price of the relevant Notes
during and after the offering of the Tranche at a level higher than that which might otherwise prevail.
Specifically such persons may over-allot or create a short position in the Notes for their own account by
selling more Notes than have been sold to them by the Issuer. Such persons may also elect to cover any
such short position by purchasing Notes in the open market. In addition, such persons may support theprice of the Notes by bidding for or purchasing Notes in the open market and may impose penalty bids,
under which selling concessions allowed to syndicate members or other broker-dealers participating in theoffering of the Notes are reclaimed if Notes previously distributed in the offering are repurchased inconnection with stabilisation transactions or otherwise. The effect of these transactions may be to support
the market price of the Notes at a level higher than that which might otherwise prevail in the open market.
The imposition of a penalty bid may also affect the price of the Notes to the extent that it discourages
resales thereof.
Selling Restrictions
United States
The Notes have not been and will not be registered under the Securities Act or any U.S. state securities
laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S.
persons unless the Notes are registered under the Securities Act or one or more exemptions from theregistration requirements of the Securities Act is available and in accordance with all applicable securities
laws of any state or other jurisdiction of the United States.
The Notes in bearer form are subject to U.S. tax law requirements and may not be offered, sold or delivered
within the United States or its possessions or to a U.S. person, except in certain transactions permitted by
U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal
Revenue Code of 1986 and regulations thereunder.
In connection with any Notes which are offered or sold outside the United States in reliance on an
exemption from the registration requirements of the Securities Act provided under Regulation S(“Regulation S Notes”), each Dealer has represented and agreed, and each further Dealer appointed under
the Programme will be required to represent and agree, that it will not offer, sell or deliver such Regulation
S Notes (i) as part of their distribution at any time or (ii) otherwise until 40 days after the completion of
the distribution of all Notes of the Tranche of which such Regulation S Notes are a part, within the UnitedStates or to, or for the account or benefit of, U.S. persons. Each Dealer has further agreed, and each further
Dealer appointed under the Programme will be required to agree, that it will send to each dealer to which
it sells any Regulation S Notes during the distribution compliance period a confirmation or other noticesetting forth the restrictions on offers and sales of the Regulation S Notes within the United States or to,or for the account or benefit of, U.S. persons.
In addition, until 40 days after the commencement of the offering of any Series of Notes, an offer or saleof such Notes within the United States by any dealer (whether or not participating in the offering) may
114

violate the registration requirements of the Securities Act if such offer or sale is made otherwise than inaccordance with an available exemption from registration under the Securities Act.
The applicable Final Terms will specify whether the TEFRA D Rules are applicable. In respect of Bearer
Notes where TEFRA D is specified in the applicable Final Terms:(i)except to the extent permitted under the TEFRA D Rules, each Dealer (i) has represented
and agreed, and each Dealer appointed under the Programme will be required to represent
and agree, that it has not offered or sold, and has agreed that during a 40-day restrictedperiod it will not offer or sell, Notes in bearer form to a person who is within the UnitedStates or its possessions or to a United States person, and (ii) has represented that it has
not delivered and agreed that it will not deliver within the United States or its possessions
definitive Notes in bearer form that are sold during the restricted period;(ii)each Dealer has represented and agreed, and each Dealer appointed under the Programme
will be required to represent and agree, that it has represented and agreed that throughout
the restricted period it will have in effect procedures reasonably designed to ensure thatits employees or agents who are directly engaged in selling Notes in bearer form are awarethat such Notes may not be offered or sold during the restricted period to a person who is
within the United States or its possessions or to a United States person, except as permitted
by the TEFRA D Rules;(iii)

if it is a United States person, each Dealer has represented and agreed, and each Dealer
appointed under the Programme will be required to represent and agree, that it is acquiring
Notes in bearer form for purposes of resale in connection with their original issuance andif it retains Notes in bearer form for its own account, it will only do so in accordance with
the TEFRA D Rules (including the requirements of U.S. Treas. Reg. Section l.1635(c)(2)(i)(D)(6));(iv)

it will provide the Issuer with the documentation specified (at the time specified) in U.S.
Treas. Reg. Section 1.163-5(c)(2)(i)(D)(3); and(v)

with respect to each affiliate of such Dealer that acquires Notes in bearer form from such
Dealer for the purpose of offering or selling such Notes during the restricted period, such
Dealer has repeated and confirmed the representations and agreements contained insubparagraphs (i), (ii), (iii) and (iv) on such affiliate’s behalf.

The applicable Final Terms will specify whether the TEFRA C Rules are applicable. In respect of Bearer
Notes where the TEFRA C Rules are specified in the applicable Final Terms, such Bearer Notes must be
issued and delivered outside the United States and its possessions in connection with their originalissuance. Each Dealer has represented and agreed, and each Dealer appointed under the Programme will
be required to represent and agree, that it has not offered, sold or delivered, and will not offer, sell ordeliver, directly or indirectly, such Bearer Notes within the United States or its possessions in connection
with their original issuance. Further, each Dealer has represented and agreed, and each Dealer appointed
under the Programme will be required to represent and agree, in connection with the original issuance ofsuch Bearer Notes that it has not communicated, and will not communicate, directly or indirectly, with aprospective purchaser if such purchaser is within the United States or its possessions and will not otherwise
involve its U.S. office in the offer or sale of such Bearer Notes. Further, the Issuer will comply with the
documentary requirements described in U.S. Treas. Reg. Section 1.163-5(c)(2)(i)(C)(4).
Terms used in the preceding two paragraphs have the meanings given to them by the Code and Treasury
regulations promulgated thereunder, including the TEFRA C Rules and the TEFRA D Rules, as may be
relevant.

115

Prohibition of sales to EEA Retail Investors
Unless the Final Terms in respect of any Notes specify “Prohibition of Sales to EEA Retail Investors” as“Not Applicable,” each Dealer has represented and agreed, and each further Dealer appointed under the
Programme will be required to represent and agree, that it has not offered, sold or otherwise made available
and will not offer, sell or otherwise make available any Notes which are the subject of the offeringcontemplated by this Base Prospectus as completed by the Final Terms in relation thereto to any retailinvestor in the European Economic Area. For the purposes of this provision:
(a)

(b)

the expression retail investor means a person who is one (or more) of the following:(i)a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended,“MiFID II”); or(ii)

a customer within the meaning of Directive 2016/97/EU (as amended, the “Insurance
Distribution Directive”), 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 the Prospectus Regulation; andthe expression an offer includes the communication in any form and by any means of sufficient
information on the terms of the offer and the Notes to be offered so as to enable an investor todecide to purchase or subscribe for the Notes.

If the Final Terms in respect of any Notes specify “Prohibition of Sales to EEA Retail Investors” as “NotApplicable,” in relation to each Member State of the EEA, each Dealer has represented and agreed, andeach further Dealer appointed under the Programme will be required to represent and agree, that it has notmade and will not make an offer of Notes which are the subject of the offering contemplated by this Base
Prospectus as completed by the final terms in relation thereto to the public in that Member State exceptthat it may make an offer of such Notes to the public in that Member State:(a)at any time to any legal entity which is a qualified investor as defined in the Prospectus Regulation;(b)

at any time to fewer than 150 natural or legal persons (other than qualified investors as defined in
the Prospectus Regulation) per Member State, subject to obtaining the prior consent of the relevant
Dealer or Dealers nominated by the Issuer for any such offer; or(c)at any time in any other circumstances falling within Article 1(4) of the Prospectus Regulation,

provided that no such offer of Notes referred to in (A) to (C) above shall require the Issuer or any Dealer
to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus
pursuant to Article 23 of the Prospectus Regulation.
For the purposes of this provision:•

the expression an offer of Notes to the public in relation to any Notes in any Member State means
the communication in any form and by any means of sufficient information on the terms of theoffer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for
the Notes; and•the expression “Prospectus Regulation” means Regulation (EU) 2017/1129, as amended.

United Kingdom
Prohibition of sales to UK Retail Investors
Unless the Final Terms in respect of any Notes specifies “Prohibition of Sales to UK Retail Investors” as“Not Applicable,” each Dealer has represented and agreed, and each further Dealer appointed under the
Programme will be required to represent and agree, that it has not offered, sold or otherwise made available
116

and will not offer, sell or otherwise make available any Notes which are the subject of the offeringcontemplated by this Base Prospectus as completed by the Final Terms in relation thereto to any retailinvestor in the UK. For the purposes of this provision:
(a)

(b)

the expression retail investor means a person who is one (or more) of the following:(i)a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it
forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018(“EUWA”); or(ii)

a customer within the meaning of the provisions 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; andthe expression an offer includes the communication in any form and by any means of sufficient
information on the terms of the offer and the Notes to be offered so as to enable an investor todecide to purchase or subscribe for the Notes.
If the Final Terms in respect of any Notes specifies “Prohibition of Sales to UK Retail Investors”
as “Not Applicable,” each Dealer has represented and agreed, and each further Dealer appointed
under the Programme will be required to represent and agree, that it has not made and will notmake an offer of Notes which are the subject of the offering contemplated by this Base Prospectus
as completed by the final terms in relation thereto to the public in the UK except that it may makean offer of such Notes to the public in the UK:(i)

at any time to any legal entity which is a qualified investor as defined in Article 2 of the
UK Prospectus Regulation;(ii)

at any time to fewer than 150 natural or legal persons (other than qualified investors as
defined in Article 2 of the UK Prospectus Regulation) in the UK subject to obtaining theprior consent of the relevant Dealer or Dealers nominated by the Issuer for any such offer;(iii)

at any time if the denomination per Note being offered amounts to at least €100,000 (orequivalent); or(iv)

at any time in any other circumstances falling within Section 86 of the FSMA,

provided that no such offer of Notes shall require the Issuer or any Dealer to publish a prospectus pursuant
to Section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus
Regulation.
For the purposes of this provision:•

the expression an offer of Notes to the public in relation to any Notes means the communicationin any form and by any means of sufficient information on the terms of the offer and the Notes tobe offered so as to enable an investor to decide to purchase or subscribe for the Notes; and•the expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms partof domestic law by virtue of the EUWA.

Financial Promotion
Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be
required to represent and agree, that:
117

(a)

in relation to any Notes which have a maturity of less than one year, (i) it is a person whoseordinary activities involve it in acquiring, holding, managing or disposing of investments (asprincipal or agent) for the purposes of its business and (ii) it has not offered or sold and will notoffer or sell any Notes other than to persons whose ordinary activities involve them in acquiring,holding, managing or disposing of investments (as principal or as agent) for the purposes of theirbusinesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments(as principal or agent) for the purposes of their businesses where the issue of the Notes would
otherwise constitute a contravention of Section 19 of the FSMA by the Issuer;(b)it has only communicated or caused to be communicated and will only communicate or cause to
be communicated an invitation or inducement to engage in investment activity (within the meaningof Section 21 of the FSMA) received by it in connection with the issue or sale of any Notes incircumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and(c)it has complied and will comply with all applicable provisions of the FSMA with respect toanything done by it in relation to any Notes in, from or otherwise involving the UK.

The Netherlands
Bearer Zero Coupon Notes and other Notes which qualify as savings certificates as defined in the Dutch
Savings Certificates Act (Wet inzake spaarbewijzen) may only be transferred or accepted through themediation of either the Issuer or a Member of Euronext Amsterdam N.V. with due observance of the Dutch
Savings Certificates Act and its implementing regulations (including identification and registration
requirements), provided that no mediation is required in respect of (i) the initial issue of those Notes to thefirst holders thereof, (ii) any transfer and acceptance by individuals who do not act in the conduct of aprofession or trade, and (iii) the issue and trading of those Notes, if they are physically issued outside theNetherlands and are not distributed in the Netherlands in the course of primary trading or immediately
thereafter.
Hong Kong
Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be
required to represent and agree that:(i)it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any
Notes (except for Notes which are a “structured product” as defined in the Securities and Futures
Ordinance (Cap. 571) of Hong Kong) (the “Securities and Futures Ordinance”) other than (i) to“professional investors” as defined in the Securities and Futures Ordinance and any rules madeunder the Securities and Futures Ordinance or (ii) in other circumstances which do not result in
the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous
Provisions) Ordinance (Cap. 32) of Hong Kong (the “C(WUMP)O”) or which do not constitutean offer to the public within the meaning of the C(WUMP)O; and(ii)

it has not issued or had in its possession for the purposes of issue and will not issue or have in its
possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement,
invitation or document relating to the Notes, which is directed at, or the contents of which are
likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the
securities laws of Hong Kong) other than with respect to Notes which are or are intended to bedisposed of only to persons outside Hong Kong or only to “professional investors” as defined in
the Securities and Futures Ordinance and any rules made under the Securities and Futures
Ordinance.

The People’s Republic of China
Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be
required to represent and agree, that neither it nor any of its affiliates has offered or sold or will offer orsell any of the Notes in the People’s Republic of China (excluding the Hong Kong, Macau and Taiwan)
as part of the initial distribution of the Notes.
118

Singapore
Each Dealer has acknowledged, and each further Dealer appointed under the Programme will be required
to acknowledge, that this Base Prospectus has not been registered as a prospectus with the Monetary
Authority of Singapore. Accordingly, each Dealer has represented, warranted and agreed, and each further
Dealer appointed under the Programme will be required to represent, warrant and agree, that it has notoffered or sold any Notes or caused the Notes to be made the subject of an invitation for subscription orpurchase and will not offer or sell any Notes or cause the Notes to be made the subject of an invitation forsubscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this Base
Prospectus or any other document or material in connection with the offer or sale, or invitation forsubscription or purchase, of the Notes, whether directly or indirectly, to any person in Singapore otherthan (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act 2001 ofSingapore, as modified or amended from time to time (the “SFA”)) pursuant to Section 274 of the SFA or(ii) to an accredited investor (as defined in Section 4A of the SFA) pursuant to and in accordance with theconditions specified in Section 275 of the SFA.
Japan
The Notes have not been and will not be registered under the Financial Instruments and Exchange Act ofJapan (Act No.25 of 1948, as amended; the “FIEA”) and each Dealer has represented and agreed, andeach further Dealer appointed under the Programme will be required to represent and agree, that it will notoffer or sell any Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (asdefined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Control Act (ActNo. 228 of 1949, as amended)), or to others for re-offering or resale, directly or indirectly, in Japan or to,or for the benefit of, a resident of Japan, except pursuant to an exemption from the registration
requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations
and ministerial guidelines of Japan.
Belgium
Other than in respect of Notes for which “Prohibition of Sales to Belgian Consumers” is specified as “NotApplicable” in the applicable Final Terms, each Dealer has represented and agreed, and each further Dealer
appointed under the Programme will be required to represent and agree, that an offering of Notes may not
be advertised to any individual in Belgium qualifying as a consumer within the meaning of Article I.1 of
the Belgian Code of Economic Law, as amended from time to time (a “Belgian Consumer”) and that it
has not offered, sold or resold, transferred or delivered, and will not offer, sell, resell, transfer or deliver,
the Notes, and that it has not distributed, and will not distribute, any prospectus, memorandum, information
circular, brochure or any similar documents in relation to the Notes, directly or indirectly, to any BelgianConsumer.
Republic of Italy
The offering of the Notes has not been registered pursuant to Italian securities legislation and, accordingly,
each Dealer has represented and agreed that, save as set out below, it has not offered or sold, and will notoffer or sell, any Notes in the Republic of Italy in a solicitation to the public and that sales of the Notes in
the Republic of Italy shall be effected in accordance with all Italian securities, tax and exchange control
and other applicable laws and regulation. Accordingly, each of the Dealers has represented and agreed that
it will not offer, sell or deliver any Notes or distribute copies of this Base Prospectus or of any otherdocument relating to the Notes in the Republic of Italy, except:(i)to “qualified investors” (investitori qualificati), as defined in the Prospectus Regulation, as
amended; or(ii)

to the extent that it may offer, sell or deliver Notes or distribute copies of any prospectus relating
to such Notes in an offer to the public in the period commencing on the date of publication of suchprospectus, provided that such prospectus has been approved in another Relevant Member Stateand notified to CONSOB, all in accordance with the Prospectus Regulation, Legislative Decree119No. 58 of 24 February 1998, as amended (the “Decree No. 58”) and CONSOB Regulation No.
11971 of 14 May 1999, as amended (“Regulation No. 11971”), and ending on the date which is
12 months after the date of approval of such prospectus; or(iii)

in other circumstances which are exempted from the rules on public offerings pursuant to theProspectus Regulation, Decree No. 58 or Regulation No. 11971.

Any such offer, sale or delivery of the Notes or distribution of copies of this Base Prospectus or any otherdocument relating to the Notes in the Republic of Italy must:(a)

be made by an investment firm, bank or financial intermediary permitted to conduct suchactivities in the Republic of Italy in accordance with Legislative Decree No. 385 of 1
September 1993 as amended (the “Banking Act”), Decree No. 58, CONSOB Regulation
No. 20307 of 15 February 2018, as amended and any other applicable laws andregulations; and(b)comply with any other applicable laws and regulations or requirement imposed by
CONSOB, the Bank of Italy (including the reporting requirements, where applicable),pursuant to Article 129 of the Banking Act pursuant to which the Bank of Italy may
request information on the issue or the offer of securities in the Republic of Italy and theimplementing guidelines of the Bank of Italy issued on 25 August 2015 (as amended on
10 August 2016 and 2 November 2020) and/or any other Italian authority.

Provisions relating to the secondary market in the Republic of Italy
Investors should also note that, in any subsequent distribution of the Notes in the Republic of Italy, theProspectus Regulation and Decree No. 58 may require compliance with the law relating to public offersof securities. Furthermore, Article 100-bis of Decree No. 58 provides that where the Notes are placed
solely with “qualified investors” and are then systematically resold on the secondary market at any timein the 12 months following such placing, purchasers of Notes who are acting outside of the course of theirbusiness or profession may in certain circumstances be entitled to declare such purchase void and, in
addition, to claim damages from any authorized person at whose premises the Notes were purchased,
unless an exemption provided for under the Prospectus Regulation or Decree No. 58 applies.
GeneralEach Dealer has agreed and each further Dealer appointed under the Programme will be required to agree
that it will (to the best of its knowledge and belief) comply with all applicable securities laws andregulations in force in any jurisdiction in which it purchases, offers or sells Notes or possesses or
distributes this Base Prospectus and will obtain any consent, approval or permission required by it for thepurchase, offer, sale or delivery by it of Notes under the laws and regulations in force in any jurisdiction
to which it is subject or in which it makes such purchases, offers, sales or deliveries and neither the Issuer
nor any Dealer shall have any responsibility therefor.
Neither the Issuer nor any of the Dealers represents that Notes may at any time lawfully be sold incompliance with any applicable registration or other requirements in any jurisdiction, or pursuant to any
exemption available thereunder, or assumes any responsibility for facilitating such sale.
With regard to each Tranche, the relevant Dealer will be required to comply with any additional restrictions
agreed between the Issuer and the relevant Dealer and set out in the Syndication Agreement, dealer
accession letter or dealer confirmation.

120

GENERAL INFORMATION
Authorisation
This Base Prospectus has been approved by the Netherlands Authority for the Financial Markets (Autoriteit
Financiële Markten, the “AFM”), as competent authority under the Prospectus Regulation. The AFM only
approves this Base Prospectus as meeting the standards of completeness, comprehensibility andconsistency imposed by the Prospectus Regulation. Such approval should not be considered as anendorsement of the issuer that is the subject of this Base Prospectus or of the quality of the securities thatare the subject of this Base Prospectus. Investors should make their own assessment as to the suitability ofinvesting in the Notes.
This Base Prospectus will be valid as a base prospectus under the Prospectus Regulation for 12 months
from 29 May 2024. The obligation to supplement this Base Prospectus in the event of significant new
factors, material mistakes or material inaccuracies will not apply following the expiry of that period.
Listing and admission to trading
Application may be made to Euronext for Notes issued under the Programme to be admitted to listing onEuronext Amsterdam. It is expected that each Tranche of the Notes which is to be admitted to listing onEuronext Amsterdam will be admitted separately as and when issued, subject only to the issue of atemporary or permanent Global Note (or one or more Certificates) in respect of each Tranche. Prior to
official listing and admission to trading, however, dealings may be permitted by Euronext in accordancewith its rules. Transactions will normally be effected for delivery on the second working day after the dayof the transaction. However, unlisted Notes may also be issued pursuant to the Programme.
Documents Available
For the period of 12 months following the date of this Base Prospectus, copies of the following documents
will, when published, be available for inspection from the Company’s website (for the Articles of
Association and the English translation thereof: https://investors.universalmusic.com/governance; for theannual reports and annual financial statements: https://investors.universalmusic.com/reports; for this Base
Prospectus or further prospectuses: https://investors.universalmusic.com/):(i)the most recent Articles of Association of the Issuer and an English translation thereof;(ii)

the UMG Annual Report 2022 (containing the audited financial statements of the Issuer) together
with the independent auditors’ report prepared in connection therewith; and the UMG Annual
Report 2023 (containing the audited financial statements of the Issuer, which include theconsolidated financial statements), together with the independent auditor’s report prepared inconnection therewith;(iii)

the most recently available published interim financial statements of the Issuer (if any);(iv)

each Final Terms (save that Final Terms relating to a Note which is neither admitted to trading ona regulated market within the European Economic Area or the UK nor offered in the European
Economic Area or the UK in circumstances where a prospectus is required to be published under
the Prospectus Regulation or the UK Prospectus Regulation, as applicable, will only be available
for inspection by a holder of such Note and such holder must produce evidence satisfactory to theIssuer and the Principal Paying Agent as to its holding of Notes and identity);(v)

the Agency Agreement (which contains the forms of the global Notes, the Notes in definitive form,
the Coupons and the Talons);(vi)

a copy of this Base Prospectus together with any supplement to this Base Prospectus or further
prospectus; and121

(vii)

all reports, letters and other documents, balance sheets, valuations and statements by any expert
any part of which is extracted or referred to in any supplement to this Base Prospectus.

Clearing and Settlement Systems
The Notes have been accepted for clearance through Euroclear, Clearstream, Luxembourg and Euroclear
Nederland. The appropriate Common Code and ISIN for each Tranche of Notes allocated by Euroclear,
Clearstream, Luxembourg and Euroclear Nederland, and any other relevant security code, will be specified
in the applicable Final Terms. If the Notes are to clear through an additional or alternative clearing system
the appropriate information will be specified in the applicable Final Terms.
The address of Euroclear is Euroclear Bank SA/NV, 1 Boulevard du Roi Albert II, B-1210 Brussels,
Belgium. The address of Clearstream, Luxembourg is Clearstream Banking S.A., 42 Avenue JF Kennedy,
L-1855 Luxembourg. The address of Euroclear Nederland is Nederlands Centraal Instituut voor Giraal
Effectenverkeer B.V., Herengracht 459-469, 1017 BS Amsterdam, the Netherlands.
Conditions for determining price
The price and amount of Notes to be issued under the Programme will be determined by the Issuer and therelevant Dealer at the time of issue in accordance with prevailing market conditions, and will be disclosed
in the applicable Final Terms.
Yield
The yield for any particular Series of Notes will be calculated on the basis of the average annual rate of
return if the relevant Notes were to be purchased at the Issue Price on the Issue Date and held to maturity.
The yield specified in the applicable Final Terms in respect of a Series of Notes will not be an indicationof future yield.
Statement of significant or material change(1) There has been no significant change in the financial performance of the Issuer or the Group since 31
March 2024 up to the date of this Base Prospectus; (2) there has been no significant change in the financial
position of the Issuer or the Group since 31 December 2023 up to the date of this Base Prospectus; and (3)there has been no material adverse change in the prospects of the Issuer or the Group since 31 December
2023 up to the date of this Base Prospectus.
Material Contracts
There are no material contracts entered into other than in the ordinary course of the Issuer's business, which
could result in any member of the Group being under an obligation or entitlement that is material to UMG’s
ability to meet its obligations to noteholders in respect of the Notes being issued.
Auditors
The consolidated financial statements of the Issuer as at and for the year ended 31 December 2023 (the“2023 Consolidated Financial Statements”), prepared in accordance with IFRS-EU, with IFRS as issued
by the IASB, and with Part 9 of Book 2 of the Dutch Civil Code, have been audited by Ernst & Young
Accountants LLP (“EY”), independent auditors.
The financial statements of the Issuer as at and for the year ended 31 December 2022 (the “2022Financial Statements”), prepared in accordance with IFRS-EU, with IFRS as issued by the IASB, andwith Part 9 of Book 2 of the Dutch Civil Code, have been jointly audited by EY and Deloitte
Accountants B.V. (“Deloitte”).

122The 2022 Financial Statements were jointly audited by EY, with its address at Antonio Vivaldistraat
150, 1083 HP Amsterdam, The Netherlands, and Deloitte, with its address at Gustav Mahlerlaan
2970, 1081 LA Amsterdam, the Netherlands. The auditor signing the independent auditor’s reports
on behalf of EY and Deloitte for the 2022 Financial Statements, and on behalf of EY for the 2023
Consolidated Financial Statements, are members of the Royal Netherlands Institute of Chartered
Accountants (Koninklijke Nederlandse Beroepsorganisatie van Accountants).
Post-issuance information
Save as set out in the Final Terms, the Issuer does not intend to provide any post-issuance informationin relation to any issues of Notes.
Trade Register
The Company is registered with the trade register of the Chamber of Commerce of the Netherlands(Kamer van Koophandel) under number 81106661.
Legal entity identifier (LEI)The Company’s LEI is 724500GJBUL3D9TW9Y18.
Issuer’s Website
Unless incorporated by reference into this Base Prospectus, the contents of the Company’s website(www.universalmusic.com) or of websites accessible from hyperlinks on that website do not form partof this Base Prospectus and may not be relied upon in connection with any decision to invest in any
Notes. Other than the information incorporated by reference into this Base Prospectus, the contents of
the Company’s website (www.universalmusic.com) or of websites accessible from hyperlinks on thatwebsite have not been scrutinized or approved by the AFM.
Dealers transacting with the Issuer
Certain of the Dealers and their affiliates have engaged, and may in the future engage in lending, ininvestment banking and/or commercial banking transactions with, and may perform services to theIssuer and its affiliates in the ordinary course of business. Certain of the Dealers and their affiliates may
have positions, deal or make markets in the Notes issued under the Programme, related derivatives andreference obligations, including (but not limited to) entering into hedging strategies on behalf of theIssuer, the group and their affiliates, investor clients, or as principal in order to manage their exposure,their general market risk, or other trading activities.
In addition, in the ordinary course of their business activities, the Dealers and their affiliates may makeor hold a broad array of investments and actively trade debt and equity securities (or related derivative
securities) and financial instruments (including bank loans) for their own account and for the accountsof their customers. Such investments and securities activities may involve securities and/or instrumentsof the Issuer or Issuer’s affiliates. Certain of the Dealers or their affiliates that have a lending
relationship with the Issuer routinely hedge their credit exposure to the Issuer consistent with theircustomary risk management policies. Typically, such Dealers and their affiliates would hedge such
exposure by entering into transactions which consist of either the purchase of credit default swaps or
the creation of short positions in securities, including potentially the Notes issued under the Programme.
Any such short positions could adversely affect future trading prices of Notes issued under the
Programme. The Dealers and their affiliates may also make investment recommendations and/or
publish or express independent research views in respect of such securities or financial instruments andmay hold, or recommend to clients that they acquire, long and/or short positions in such securities andinstruments. For the purposes of this paragraph the term “affiliates” includes also parent companies. In
123relation to the issue and subscription of any Tranche of Notes, fees and/or commissions may be payable
to the relevant Dealer(s).
Credit Ratings
Moody’s assigned to the Issuer a Baa1 long term credit rating with stable outlook. S&P assigned to theIssuer a BBB long term credit rating with stable outlook. Moody’s has assigned to the Programme a
Baa1 credit rating.
Obligations rated “Baa” by Moody’s are subject to moderate credit risk. They are considered medium
grade and as such may possess certain speculative characteristics. Moody’s appends numericalmodifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicatesthat the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a midrange ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category(Source: https://www.moodys.com/sites/products/productattachments/ap075378_1_1408_ki.pdf).
An obligor rated “BBB” by S&P has adequate capacity to meet its financial commitments, but is more
subject to adverse economic conditions (Source: https://www.spglobal.com/ratings/en/about/intro-tocredit-ratings).
The long term ratings by S&P may be modified by the addition of a plus (“+”) or minus (“-”) sign toshow relative standing within the major rating categories.
A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision orwithdrawal at any time by the assigning rating organization.
Listing AgentABN AMRO Bank N.V. (“ABN AMRO”).

124

REGISTERED OFFICE OF THE ISSUER
Universal Music Group N.V.
‘s-Gravelandseweg 80
1217 EW Hilversum
The Netherlands
Arranger
BNP PARIBAS
Paribas16, boulevard des
Italiens
75009 Paris
FranceDealers
BNP PARIBAS
Paribas16, boulevard des
Italiens
75009 Paris
FranceBanco Santander, S.A.
Ciudad Grupo Santander
Edificio Encinar
Avenida de Cantabria s/n
28660 Boadilla del Monte
MadridSpain

BofA Securities Europe SA
51 rue La Boétie
75008 Paris
FranceCitigroup Global Markets
Europe AG
Reuterweg 1660323 Franfurt am Main
Germany

Crédit Agricole
Corporate andInvestment Banking
12, Place des Etats-Unis
CS 70052
92547 Montrouge Cedex
FranceIntesa Sanpaolo S.p.A.
Divisione IMI Corporate &Investment Banking
Via Manzoni, 420121 Milan
Italy

Goldman Sachs Bank Europe
SEMarienturm,
Taunusanlage 9-10
D-60329 Frankfurt am Main
GermanyMorgan Stanley
Europe SE
Grosse Gallusstrasse 18
60312 Frankfurt am Main
Germany

MUFG Securities(Europe) N.V.
World Trade Center,
Tower H, 11th Floor
Zuidplein 98
1077 XV Amsterdam
The Netherlands

ING Bank N.V.
Foppingadreef 71102 BD Amsterdam
The Netherlands

Mizuho Securities Europe
GmbH
Taunustor 1
60310 Frankfurt am Main
Germany

Société Générale
29, boulevard Haussmann
75009 Paris
FranceMediobanca – Banca diCredito Finanziario S.p.A.
Piazzetta Enrico Cuccia, 1
20121 Milano
ItalyPRINCIPAL PAYING AGENT, PAYING AGENT AND TRANSFER AGENT
Citibank, N.A., London Branch
6th Floor, Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
United Kingdom
LISTING AGENTABN AMRO Bank N.V.
Gustav Mahlerlaan 101082 PP Amsterdam
The Netherlands
REGISTRAR
Citibank Europe PLC
1 North Wall Quay
Dublin 1
IrelandLEGAL ADVISERS
To the Issuer as to U.S. law

To the Issuer as to Dutch law

Kirkland & Ellis International LLP
30 St Mary Axe
London EC3A 8AF
United Kingdom

Freshfields Bruckhaus Deringer LLP
Strawinskylaan 101077 XZ Amsterdam
The Netherlands

To the Arranger and Dealers as to Dutch law
Linklaters LLP
World Trade Centre Amsterdam
Zuidplein 180
1077 XV Amsterdam
The Netherlands
INDEPENDENT AUDITOR
Ernst & Young Accountants LLP
Antonio Vivaldistraat 150
1083 HP Amsterdam
The Netherlands