MARKET DISCLOSURE COMMITTEE TERMS OF REFERENCE
UNIVERSAL MUSIC GROUP N.V.
1.

Introduction

1.1

The board of directors (the Board) of Universal Music Group N.V. (the Company) has
resolved to establish a market disclosure committee (the Committee).

1.2

The Board has delegated to the Committee the responsibility for overseeing theannouncement of inside information by the Company to meet its obligations under,amongst others, Regulation (EU) No. 596/2014 on market abuse (the Market AbuseRegulation).

2.

The Committee’s duties

2.1

The duties of the Committee include (without limitation):(a)to consider and decide whether information provided to the Committee is
inside information and, if so, the date and time at which that inside information
first existed within the Company;(b)

to consider and decide whether inside information gives rise to an obligation
to make an immediate announcement and, if so, the nature and timing of theannouncement or whether it is permissible to delay the announcement;(c)when an announcement of inside information is delayed, to:(i)maintain all required records;(ii)

monitor the conditions permitting delay;(iii)

prepare any required notification to the Dutch Authority for theFinancial Markets (Autoriteit Financiële Markten) (the AFM)
regarding the delay; and(iv)prepare any required explanation to the AFM of how the conditions fordelay were met;(d)to take external advice on the need for an announcement and the form of anannouncement where it considers this is appropriate;(e)to consider the requirement for an announcement in the case of rumours about
the Company, in the case of a leak of inside information or in the case of
unexpected share price movements or irregular trading volumes and inparticular whether a holding statement should be made;(f)

to review any announcement the Company proposes to make (including
announcements as part of the reporting cycle), other than announcements of aroutine nature or that have been considered by senior management or theBoard;1

(g)to ensure that effective arrangements are in place to manage access to inside
information, so that only those who require it for the exercise of their functions
within the Company or its subsidiaries or other group companies (together with
the Company, the Group) have access to that inside information;(h)to ensure that procedures are in place for those with access to inside
information to acknowledge the legal and regulatory duties that apply to themand to be aware of the sanctions attaching to the misuse or improper circulationof that inside information;(i)to monitor compliance with the Company’s disclosure controls and procedures;(j)to review the Company’s relationship with, and procedures for dealing with,investors and analysts;(k)to monitor the markets’ views about the Company and its share price (including
those based on announcements made by, and rumours about, the Company);
and(l)

any additional or further duties delegated or assigned to the Committee
pursuant to the insider trading policy of the Company and/or any otherapplicable policies of the Company.

3.

Composition

3.1

The Committee must have at least four members. The Committee shall not becomprised of members of the Board. Committee members are appointed by the Board.

3.2

The Committee may invite non-Committee members, including any director, officer or
employee of the Group and/or any other person whose advice is sought, to attend all orpart of any meeting.

3.3

The Committee shall appoint a chair from amongst its members and may appoint adeputy. In the absence of the Committee chair and/or an appointed deputy, theremaining Committee members present may elect one of their number to chair ameeting.

4.

QuorumThe quorum necessary for the transaction of business at a meeting is a majority ofCommittee members, provided that where the urgency of a particular matter orcircumstance requires, this quorum may be waived for that particular matter orcircumstance such that any two Committee members shall constitute a quorum todecide upon that particular matter or circumstance. The Committee chair may provide
a list of matters or circumstances which will in any event qualify as sufficiently urgent
2such that the quorum requirement will be deemed waived should any such matter orcircumstance arise.
5.

Meeting administration

5.1

The Committee must meet whenever necessary to fulfil its responsibilities. TheCommittee may hold meetings by any method of electronic communication and may
take decisions without a formal meeting.

5.2

Meetings can be called by and at the request of any of the Committee members and canbe called on short or immediate notice.

6.

Secretary

6.1

The Committee chair shall designate an appropriate person to act as secretary of theCommittee (who does not need to be a Committee member).

6.2

To the extent required for the transaction of business, the Committee chair or secretarymust ensure that the Committee members receive information and papers in a timely
manner. The secretary must minute the proceedings and resolutions of all meetings,including recording the names of those present and in attendance.

6.3

Draft minutes of the meetings must be shared with all Committee members for adoption
in the same or a next meeting or in writing. Once adopted, minutes must be sent to all
executive directors of the Board, unless the Committee chair thinks it is inappropriate
or unnecessary to do so.

7.

Reporting responsibilities

7.1

The Committee chair or another Committee member must report to the Board on aregular basis on the Committee’s proceedings and on how the Committee hasdischarged its duties, which responsibility may be discharged by the provision of theminutes of the meetings to the Board or otherwise.

7.2

The Committee may make such recommendations to the Board as it deems appropriate
on any area within its remit where action or improvement is desirable.

8.

Other Matters
The Committee must:

8.1

have access to sufficient resources in order to carry out its duties, including access tothe Company secretariat, legal or other professional advisors;

8.2

give due consideration to applicable laws and regulations including the Market AbuseRegulation, the Dutch Financial Supervision Act (Wet op het financieel toezicht), the3

Decree on Market Abuse (Besluit Marktmisbruik Wft), the Euronext Rulebooks and theDutch Corporate Governance Code, as appropriate;
8.3

oversee any investigation of activities which are within these Terms of Reference; and8.4

work and liaise as necessary with the Board committees.

9.

Authority
The Committee is authorised to:

9.1

undertake any activity within these Terms of Reference;

9.2

seek any information from any director, officer or employee within the Group that it
requires to perform its duties;

9.3

obtain external legal or other professional advice on any matter within these Terms ofReference at the Company’s expense, and to invite persons giving such advice to attend
meetings; and9.4

delegate any of its powers to one or more of its members.

10.

Miscellaneous

10.1

These Terms of Reference may be amended by a resolution of the Board.

10.2

These Terms of Reference first entered into effect on September 21, 2021, were mostrecently amended by the Board, effective as of December 31, 2023, and remain in fullforce and effect until amended or terminated (in whole or in part).
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