FINAL TERMSPROHIBITION OF SALES TO EEA 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 retail investor
in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (ormore) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFIDII”); (ii) a customer within the meaning of Directive 2016/97/EU (as amended, the “Insurance DistributionDirective”), 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 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 offering or selling the Notes or otherwise making them available toretail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making themavailable to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
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 retail investor
in the United Kingdom (“UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) aretail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic lawby virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); or (ii) a customer within the meaning of theprovisions 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 by Regulation (EU) No 1286/2014 as it forms part ofdomestic 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 to any retail investor in the UK may be unlawful under the UK PRIIPs
Regulation.
UK MIFIR product governance / Professional investors and ECPs only target market – Solely for thepurposes of the manufacturer’s product approval process, the target market assessment in respect 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”), and professional clients, as defined in Regulation (EU)No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”)(“UK MiFIR”); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clientsare appropriate. Any person subsequently offering, selling or recommending the Notes (a “distributor”) shouldtake into consideration the manufacturer’s target market assessment; however, a distributor subject to the FCA
Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product GovernanceRules”) is responsible for undertaking its own target market assessment in respect of the Notes (by either adoptingor refining the manufacturer’s target market assessment) and determining appropriate distribution channels.
30 June 2023
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 ¥7,000,000,000 1.61% Senior Notes due 5 July 2038
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 baseprospectus dated 23 May 2023 which constitutes 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 havebeen prepared for the purposes of the Prospectus Regulation and must be read in conjunction with such Base
Prospectus in order to obtain all the relevant information. The Base Prospectus and the Final Terms have been
published on https://investors.universalmusic.com/.

1.

Issuer:Universal Music Group N.V.

2.

(i)

Series Number:4(ii)Tranche Number:

1(iii)

Date on which the Notes will beconsolidated and form a single
Series:Not Applicable3.

Specified Currency or Currencies:

4.

Aggregate Nominal Amount:

Japanese yen (¥)(i)Series:¥7,000,000,000(ii)Tranche:¥7,000,000,000

5.

Issue Price of Tranche:

6.

(a)

Specified(b)Calculation Amount¥10,000,000(i)Issue Date:

5 July 2023

(ii)

Interest Commencement Date:

Issue Date

7.

100 per cent. of the Aggregate Nominal Amount
Denominations:¥100,000,000 and integral multiples of ¥10,000,000 inexcess thereof up to and including ¥190,000,000. No Notes
in definitive form will be issued with a denomination above¥190,000,000.

8.

Maturity Date:

5 July 2038

9.

Interest Basis:1.61 per cent. Fixed Rate(see paragraph 15 below)

10.

Redemption/Payment Basis:

Subject to any purchase and cancellation or early
redemption, the Notes will be redeemed on the Maturity
Date at 100 per cent. of their nominal amount

11.

Change of Interest Basis

Not Applicable

12.

Put/Call Options:

Investor Put – Change of Control(see paragraph 22 below)

13.

14.

(i)

Status of the Notes:

Senior(ii)Date corporate approval for
issuance of Notes obtained:

22 May 2023

Method of distribution:

Non-syndicatedProvisions Relating to Interest (if any) Payable
15.

Fixed Rate Note Provisions

Applicable(i)Rate of Interest:

1.61 per cent. per annum payable in arrear on each Interest
Payment Date(ii)Interest Payment Date(s):5 January and 5 July in each year, commencing on 5 January2024, up to and including the Maturity Date(iii)

FixedCoupon(Applicabletodefinitive form)¥80,500 per Calculation AmountAmount(s):Notesin(iv)Broken Amount(s): (Applicableto Notes in definitive form)

Not Applicable(v)

Day Count Fraction:

30/36016.

Floating Rate Note Provisions

Not Applicable

17.

Zero Coupon Note Provisions

Not Applicable

Provisions Relating to Redemption18.

Issuer Call:

Not Applicable

19.

Issuer Refinancing Call

Not Applicable20.

Make-whole Redemption Call

Not Applicable

21.

Issuer Residual Call

Not Applicable

22.

Investor Put – Change of Control:

Applicable

23.

Final Redemption Amount:¥10,000,000 per Calculation Amount24.

Early Redemption Amount payable on
redemption for taxation reasons or on
event of default:¥10,000,000 per Calculation Amount

General Provisions Applicable to the Notes
24.

Form of Notes:

Bearer Notes:

(i)

Form

Temporary Bearer Global Note exchangeable for a
Permanent Bearer Global Note which is exchangeable forDefinitive Bearer Notes only upon an Exchange Event,subject to mandatory provisions of applicable laws andregulations.

(ii)

New Global Note

Yes(iii)

New Safekeeping Structure

No

25.

Additional Financial Centre(s) or otherspecial provisions relating to Payment
Dates:

T2, London and Tokyo

26.

Talons for future Coupons to be
attached to Definitive Notes (anddates on which such Talons mature):

Yes, as the Notes have more than 27 coupon payments,
Talons may be required if, on exchange into definitive form,
more than 27 coupon payments are still to be made27.

For the purposes of Condition 13,
notices to be published in the FinancialTimes:

No28.

Condition 7(a) or 7(b) of the Notes
applies:

Condition 7(b) applies and Condition 6(b) applies

Signed on behalf of Universal Music Group N.V.
By:........................................................
Duly authorised

PART B – OTHER INFORMATION
1.

2.

LISTING AND ADMISSION TO TRADING(i)

Listing and Admission totrading

Application has been made by the Issuer (or on its behalf)
for the Notes to be admitted to trading on the regulated
market of Euronext Amsterdam with effect from the Issue
Date.

(ii)

Estimate of total expenses
related to admission totrading€10,400

RATINGS
Ratings:

The Notes to be issued have been rated Baa1 by Moody’s
Investors Service (“Moody’s”) and BBB by S&P GlobalRatings (“S&P”).
Each of Moody’s and S&P is established in the European
Union and is registered under Regulation (EC) No.
1060/2009 (as amended) (the “CRA Regulation”).

3.

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save for any fees payable to the Dealer, so far as the Issuer is aware, no person involved in the issue ofthe Notes has an interest material to the offer. The Dealer and its affiliates have engaged, and may in thefuture engage, in lending, in investment banking and/or commercial banking transactions with, and may
perform other services for, the Issuer and its affiliates in the ordinary course of business.

4.

5.

REASONS FOR THE OFFER AND ESTIMATED NET PROCEEDS(i)

Reasons for the offer:

See “Use of Proceeds” in the Base Prospectus(ii)

Estimated net proceeds:¥6,947,500,000

YIELD
Indication of yield:1.61 per cent. per annum
The yield is calculated at the Issue Date on the basis of theIssue Price. It is not an indication of future yield.

6.

OPERATIONAL INFORMATION
(i)

ISIN:

XS2639023436(ii)

Common Code:263902343

(v)

CFI:

DTFXFB

(vi)

FISN:

UNIVERSAL MUSIC/1.65EMTN 20380705(vii)

Any clearing systems(s)other than Euroclear Bank
SA/NV and Clearstream
Banking, S.A. and theNot Applicablerelevantnumber(s):7.

identification(viii)

Delivery:

Delivery against payment(ix)

Names and addresses ofadditional Paying Agent(s)(if any)

Not Applicable(x)Intended to be held in amanner which would allow
Eurosystem eligibility:

Yes
Note that the designation “yes” simply means that theNotes are intended upon issue to be deposited with oneof the ICSDs as common safekeeper and does notnecessarily mean that the Notes will be recognised as
eligible collateral for Eurosystem monetary policy andintra-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 theEurosystem eligibility criteria.

OPERATIONAL INFORMATION(i)

If syndicated, names ofManagers:

Not Applicable(ii)

Stabilisation Manager (ifany):

Not Applicable(iii)

If non-syndicated, name of
relevant Dealer:Morgan Stanley & Co, International plc(iv)

U.S. Selling Restrictions:Reg. S Compliance Category 2; TEFRA D Rules
applicable(v)

Prohibition of Sales to
EEA Retail Investors:

Applicable(vi)

Prohibition of Sales to UK
Retail Investors:

Applicable(vii)

Prohibition of Sales to
Belgian Consumers:

Applicable