BOARD REGULATIONSUNIVERSAL MUSIC GROUP N.V.
1

Introduction

1.1

These Regulations are the regulations of the Board. The Board deems it useful that its tasks
and responsibilities be further regulated by these Regulations. These Regulations are
established pursuant to article 20.4 of the Articles of Association.

1.2

These Regulations are complementary to the rules and regulations (from time to time)
applicable to the Board and its Directors as set out in applicable legislation and the Articles
of Association.

1.3

These Regulations first entered into effect on September 21, 2021 and were most recently
amended by the Board, effective as of December 31, 2023, and remain in full force andeffect until amended or terminated (in whole or in part).

1.4

Capitalized terms used herein have the meaning set forth in the list of definitions attachedas Schedule 1.

1.5

References to Articles shall be deemed to refer to articles of these Regulations, unless thecontrary is apparent.

1.6

The attached Schedule 1 forms an integral part of these Regulations.

1.7

These Regulations are based upon the Code. The Code contains principles and best practiceprovisions that apply to the Company’s corporate governance structure. All deviations fromany of the principles and best practice provisions directed at the Board shall be explained ina separate chapter of the Board Report and/or on the Company’s website in accordance with
the Code’s ‘comply-or-explain’ principle. The explanation shall address: (i) any deviations
from any of the principles and best practice provisions, (ii) the reasons for such deviations,(iii) if the deviation is of a temporary nature and continues for more than one financial year,
an indication of when the Company intends to comply with the principle or best practiceprovision, and (iv) where applicable, a description of the alternative measure that was taken
which either explains how that measure attains the purpose of the principle or best practiceprovision or clarifies how the measure contributes to good corporate governance of theCompany.

2

Collective responsibility and division of tasks

2.1

The Directors shall be collectively responsible for the Company’s management, the generalaffairs of the Company’s business and the general affairs of the Subsidiaries.

2.2

In performing its duties, the Board shall be guided by the interests of the Company and its
affiliated enterprise, and shall take into account the relevant interests of the Company’s
stakeholders (including but not limited to its Shareholders).

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2.3

The division of tasks within the Board shall be determined (and amended, if necessary) by
the Board, provided that the day-to-day management of the Company shall be entrusted to
the Executive Directors and provided further that the task to supervise the performance by
the Directors of their duties cannot be taken away from the Non-Executive Directors. The
manner in which tasks are divided among the Directors will from time to time be laid downin these Regulations and may be laid down in one or more additional documents. An
individual Director may only exercise such powers as are explicitly attributed or delegatedto him/her and he/she may never exercise powers beyond those exercisable by the Board asa whole.

2.4

Each Director shall be accountable to the Board for the fulfilment of his/her duties and must
therefore report to the Board on a regular basis and in such a manner as to give the Board a
proper insight in the performance of his/her duties, the foregoing also in view of the
Directors’ collective responsibility.

2.5

Each Director shall have the right to receive from the other Directors any information about
matters which such Director may deem useful or appropriate in connection with the
Directors’ collective responsibility. Each Director must consult with the other Directors if
the implementation of his/her duties affects the implementation of the duties of the other
Directors or if the significance of the matter requires consultation with the other Directors.

2.6

The Board is responsible for the continuity of the Company and its affiliated enterprise. The
Board focuses on sustainable long-term value creation for the Company and its affiliatedenterprise, and takes into account the impact that the actions of the Company and its
affiliated enterprise have on people and the environment and weighs the stakeholderinterests that are relevant in this context.

2.7

The responsibilities of the Board shall include:(a)developing a view on sustainable long-term value creation by the Company and its
affiliated enterprise and formulating a strategy as well as specific objectives in linewith this view;(b)identifying and managing the risks associated with the strategy and activities of theCompany and its affiliated enterprise;(c)appointing and dismissing the senior internal auditor, annually assessing the way inwhich the internal audit function fulfils its responsibility and ensuring that suchassessment is performed by an independent third party at least every five years andapproving the internal audit plan;(d)giving account of the effectiveness of the design and operation of the internal risk
management and control systems;(e)ensuring compliance with all applicable laws and regulations (including the rules ofany stock exchange(s) on which the Company’s shares may be listed);

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2.8

2.9

(f)

ensuring compliance with and maintaining the corporate governance structure of theCompany;(g)publishing the corporate structure of the Company and any other information required
under the Code through the Company’s website and publication in the Board Reportor otherwise;(h)preparing, approving and signing the Annual Accounts and Semi-Annual Accounts;
and

(i)

approving the annual budget and major capital expenditures in excess thereof.

When developing the Company’s strategy, attention should in any event be paid to thefollowing:(a)the strategy’s implementation and feasibility;(b)

the business model applied by the Company and the market in which the Company
and its affiliated enterprise operate;(c)opportunities and risks for the Company and its affiliated enterprise;(d)the Company’s operational and financial goals and their impact on its future position
in relevant markets;(e)the interests of the stakeholders;(f)the impact of the Company and its affiliated enterprise in the field of sustainability,
including the effects on people and the environment;(g)paying a fair share of tax to the countries in which the Company and its affiliatedenterprise operate; and(h)the impact of new technologies and changing business models.

The Board shall perform the following tasks with respect to the internal risk management
and control systems:(a)risk assessment: identify and analyse the risks associated with the strategy andactivities of the Company and its affiliated enterprise, which shall cover in any casethe strategic, operational, compliance and reporting risks, establish the risk appetite,
and assess the measures that are put in place in order to counter the risks being taken;(b)implementation: design, implement and maintain adequate internal risk management
and control systems. To the extent relevant, these systems shall be integrated into thework processes within the Company and its affiliated enterprise, and shall be familiar
to those whose operation they are relevant to; and

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(c)

monitoring of effectiveness: monitor the design and operation of the internal risk
management and control systems and carry out a systematic assessment of the designand operation at least once a year, whereby attention shall be paid to observed
weaknesses, instances of misconduct and irregularities, indications from whistleblowers, lessons learned and findings from the internal audit function and theExternal Auditor. Where necessary, improvements shall be made to the internal risk
management and control systems.

2.10

The Executive Directors shall discuss the effectiveness of the design and operation of theinternal risk management and control systems referred to in Article 2.9 with the Audit
Committee, and render account of this to the Board.

2.11

The Board shall ensure that internal procedures are established and maintained whichsafeguard that all relevant information is known to the Board in a timely fashion.

2.12

Each Director shall provide such information to the Company as is necessary to enable theCompany to comply with all applicable laws and regulations (including the rules of any
stock exchange(s) on which the Company’s shares may be listed).

2.13

The Board is responsible for creating and adopting values for the Company and its affiliatedenterprise that contribute to a culture aimed at sustainable long-term value creation for theCompany and its affiliated enterprise. The Board is responsible for the incorporation andmaintenance of the values within the Company and its affiliated enterprise and shall pay
attention to, among other things, (i) the strategy and the business model, (ii) the environment
in which the enterprise operates, (iii) the existing culture within the enterprise, and whether
it is desirable to implement any changes in this, and (iv) the social safety within theenterprise and the ability to discuss and report actual or suspected misconduct orirregularities. The Board encourages behaviour that is in keeping with the values, andpropagates the values through leading by example.

2.14

The Board shall stimulate openness and accountability within the Board, and between the
different corporate bodies within the Company.

2.15

The Board shall attach the Board Report to the Annual Accounts. The Board Report shallin any event contain the information required by applicable law or pursuant to the Code.

3

Executive Directors

3.1

The Executive Directors are primarily responsible for all day-to-day operations of theCompany and the affiliated enterprise, under responsibility of the Board as a whole.

3.2

The Executive Directors shall, at least once a year, evaluate their own functioning.

4

Non-Executive Directors

4.1

The Non-Executive Directors supervise (i) the Executive Directors’ policy and performanceof duties and (ii) the Company’s general affairs and its business, and render advice and4direction to the Executive Directors. Such supervisory role may not be taken away from the
Non-Executive Directors by a division of tasks.
4.2

Notwithstanding the responsibilities of the Board referred to in Article 2, the responsibilitiesof the Non-Executive Directors shall include:(a)ensuring compliance with and maintaining the Company’s corporate governancestructure;(b)supervising the manner in which the Board implements the sustainable long-termvalue creation strategy and discussing on a regular basis the strategy, theimplementation of the strategy and the principal risks associated with it, whereby the
Board as a whole should be engaged early on in formulating the strategy for realisingsustainable long-term value creation;(c)overseeing the internal audit function and maintaining regular contact with the person
fulfilling this function, approving both the appointment and the dismissal of thesenior internal auditor and approving the internal audit plan;(d)supervising the Executive Directors’ policy and performance of duties and theCompany’s general affairs and its business. In so doing, the Non-Executive Directors
shall also focus on the effectiveness of the internal risk management and control
systems and the integrity and quality of the financial and sustainability reporting;(e)submitting the nomination for the (re)appointment of the External Auditor(s) to theGeneral Meeting, supervising the External Auditor(s)’s functioning and resolving on
the engagement of the External Auditor(s);(f)

preparing the Profile for Non-Executive Directors and drawing up the D&I Policy
with respect to the composition of the Board and approving the D&I Policy withrespect to the composition of the Company’s senior management drawn up by the
Executive Directors;(g)ensuring that a formal and transparent procedure is in place for the appointment andreappointment of Directors, as well as a sound plan for the succession of Directors,
with due regard to the Profile for Non-Executive Directors and D&I Policy withrespect to the composition of the Board;(h)evaluating the functioning of the Board as a whole and that of the individual
Directors, evaluating the functioning of the various Committees and discussing theconclusions that must be attached to the evaluations (also in light of the successionof the Executive Directors), in principle outside the presence of the Executive
Directors;(i)supervising the establishment and implementation of internal procedures whichsafeguard that all relevant information is known to the Board in a timely fashion;

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(j)

monitoring the operation of the procedure for reporting actual or suspected
misconduct or irregularities, appropriate and independent investigations into signs ofactual or suspected misconduct or irregularities, and, if an instance of misconduct orirregularity has been discovered, an adequate follow-up of any recommendations for
remedial actions;(k)preventing Conflicts of Interest and deciding on dealing with Conflicts of Interest
regarding Directors and majority Shareholders in relation to the Company inaccordance with the Company’s related party transactions policy;(l)formulating and implementing the remuneration policies and determining the
remuneration of the individual Directors, within the limits of the remuneration
policies adopted by the General Meeting; and(m)ensuring that the General Meeting is adequately provided with information it may
require concerning an item on the agenda.

4.3

The nomination submitted to the General Meeting for the appointment of (a) new External
Auditor(s) shall include the recommendation and preference of the Audit Committee in thisregard. If the proposal to the General Meeting deviates from the preference of the Audit
Committee, it shall justify the reasons therefor. In any case, the External Auditor(s)recommended for appointment to the General Meeting must have participated in theselection procedure set out in the Audit Committee Regulations.

4.4

The Non-Executive Directors shall prepare the Non-Executive Directors Report on theirfunctioning and activities and that of the Committees during the preceding financial year.
The Non-Executive Directors Report can form part of the Board Report or be included in a
separate report.

5

Composition

5.1

The Board shall consist of one or more Executive Directors and one or more Non-Executive
Directors. The number of Executive Directors and the number of Non-Executive Directors
shall be determined by the Board.

5.2

The Board shall designate a Non-Executive Director as Chairman of the Board, who shallensure the proper functioning of the Board as a whole, and the Board may designate a NonExecutive Director as Vice-Chairman. In addition, the Board shall designate an Executive
Director as Chairman & CEO, who shall ensure the proper functioning of the Executive
Directors.

5.3

The composition and size of the Board shall be such that (i) with respect to the Directors ingeneral, there is an appropriate level of diversity with regards to expertise, experience,competencies, other personal qualities and perspectives, gender or gender identity, age,nationality, ethnicity and cultural or other background, and (ii) with respect to the NonExecutive Directors in particular, the requisite independence is present for them to operate6independently and critically vis-à-vis one another, the Executive Directors and any
particular interest involved.
5.4

5.5

The Non-Executive Directors shall prepare the Profile for Non-Executive Directors taking
into account the nature and the activities of the Company and its affiliated enterprise. The
Profile for Non-Executive Directors shall address:(a)the desired expertise and background of the Non-Executive Directors;(b)

the desired diverse composition of all Non-Executive Directors together, in
accordance with the D&I Policy with respect to the composition of the Board;(c)the number of Non-Executive Directors on the Board; and(d)the independence of the Non-Executive Directors.

In composing the Board, the following requirements should be considered:(a)each Director shall have the expertise required for the fulfilment of his/her duties andis capable of assessing the broad outline of the overall management of the Company
and its affiliated enterprise;(b)

the Profile for Non-Executive Directors and the D&I Policy with respect to thecomposition of the Board shall be taken into account;(c)by way of their respective participation in the Board (upon (re)appointment andthereafter), the Board as a whole must be composed in accordance with Article 5.3;

(d)at least one Non-Executive Director must have relevant expertise in accounting or
auditing;(e)(i) any one of the criteria referred to in Article 5.6(a) through (e) inclusive should beapplicable to at most one Non-Executive Director, (ii) the total number of NonExecutive Directors to whom the criteria referred to in Article 5.6 are applicableshould account for less than half of the total number of Non-Executive Directors, and(iii) for each Shareholder, or group of affiliated Shareholders, who directly or
indirectly holds more than ten percent of the Shares, there should be at most one NonExecutive Director who can be considered to be affiliated with or representing such
Shareholder, or group of affiliated Shareholders, as stipulated in Article 5.6(f) and
(g);

(f)

none of the Non-Executive Directors may be appointed after his/her twelfth year in
office;(g)

the Chairman of the Board may not be a former Executive Director and shall be
independent within the meaning of Article 5.6; and

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(h)
5.6

at least half of the total number of the Executive Directors shall consist of Dutch tax
residents.

A Non-Executive Director shall not be considered independent from the Company if such
Non-Executive Director or his/her spouse, registered partner or life companion, foster childor relative by blood or marriage up to the second degree:(a)

has been an employee of the Company or Executive Director or an employee ormember of the management (or executive) board of an associated issuing institution(as referred to in Section 5:48 DFSA) in the five years prior to his/her appointment;(b)receives personal financial compensation from the Company or an associatedcompany, other than the compensation received for the work performed as a NonExecutive Director and in so far as this is not in the normal course of business;(c)has had an important business relationship with the Company or an associatedcompany in the year prior to the appointment. This includes in any event the casewhere the Non-Executive Director, or the firm of which he/she is a shareholder,
partner, associate or adviser, has acted as adviser to the Company (consultant,external auditor, civil notary or lawyer) and the case where the Non-Executive
Director has been a management (or executive) board member or an employee of abank with which the Company has a lasting and significant relationship;(d)

is a member of the management (or executive) board of a company in which an
Executive Director is a supervisory (or non-executive) board member;(e)

has temporarily performed management (or executive) duties during the previous
twelve months in the absence or incapacity of Executive Directors;(f)

has a shareholding in the Company of at least ten percent, taking into account theshareholding of natural persons or legal entities cooperating with him/her on the basisof an express or tacit verbal or written agreement; or(g)is a member of the management (or executive) board or supervisory (or nonexecutive) board – or is a representative in some other way – of a legal entity whichholds at least ten percent of the Shares, unless the entity is a Subsidiary.

5.7

The Board shall function independently from any instructions by third parties outside theCompany.

5.8Management positions of Directors in Subsidiaries are deemed positions derived from theposition of Director and shall therefore be subject to these Regulations.

5.9

Executive Directors shall not pursue the candidacy for a supervisory (or non-executive) orsimilar position in companies other than Subsidiaries without the Board’s prior approval.
Such position may not conflict with the Company’s interests. Other important positions heldby a Director shall be notified to the Board.

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5.10

The number of an Executive Director’s supervisory (or non-executive) positions of large
Dutch companies or foundations, as referred to in Section 2:132a DCC, shall be limited toa maximum of two. An Executive Director may not be the chairperson of a supervisoryboard (or of a one-tier board) of another large Dutch company or foundation, as referred toin Section 2:132a DCC. The number of a Non-Executive Director’s supervisory (or nonexecutive) positions of large Dutch companies or foundations, as referred to in Section
2:142a DCC, shall be limited to a maximum of five, for which purpose the chairmanship ofa supervisory board (or of a one-tier board) of another large Dutch company or foundation,
as referred to in Section 2:142a DCC, counts twice.

6

Appointment, reappointment and term of office

6.1

The Directors shall be appointed and reappointed in the manner as provided in the Articles
of Association.

6.2

If a nomination for appointment is made by the Board, such nomination shall include thereasons. A Director shall be appointed for a maximum period of two years, provided that
his/her term of office shall lapse immediately after the close of the annual General Meeting
held in the second year after his/her appointment. A Director may be reappointed with due
observance of the preceding sentences. At the proposal of the Board, the General Meeting
may resolve to deviate from the maximum period of two years. A Non-Executive Director
may be in office for a period not exceeding twelve years, which period may or may not beinterrupted, unless at the proposal of the Board the General Meeting resolves otherwise.

6.3

In the event of the reappointment of a Non-Executive Director after an eight-year period (orany reappointment thereafter), the Non-Executive Directors Report shall include the reasonsfor such reappointment. On any reappointment, the manner in which the candidate fulfilled
his/her duties as Non-Executive Director shall be taken into account.

6.4

Directors nominated for (re)appointment shall attend the General Meeting at which votes
will be cast on their nomination.

6.5

Directors shall resign early in the event of inadequate functioning or structural
incompatibility of interests and may be requested to resign in other instances whereresignation is deemed necessary at the reasonable discretion of the Board. In the event of
the early resignation of a Director, the Company shall issue a press release mentioning thereasons for the his/her resignation.

6.6

The Board shall prepare a retirement schedule to prevent, to the extent possible,
reappointments and retirements occurring simultaneously, to be amended from time to timein case of a change in circumstances. The retirement schedule shall be aimed at retaining
the balance in expertise, experience, competencies, other personal qualities andperspectives, gender or gender identity, age, nationality, ethnicity and cultural or otherbackground. Due regard shall be given to the Profile for Non-Executive Directors and the
D&I Policy with respect to the composition of the Board. Subject to Article 6.5, NonExecutive Directors shall retire periodically in accordance with the retirement schedule.

9

6.7

Non-Executive Directors who take on the management of the Company temporarily, where
the Executive Directors are absent or unable to fulfil their duties, shall (temporarily) resign
as Non-Executive Director in order to do so.

7

Responsibilities Chairman & CEO

7.1

In addition to the coordination of the Board’s policy, the Chairman & CEO shall be
responsible for:(a)ensuring that the Executive Directors function in an effective manner;(b)receiving and deciding on reports by employees of the Company and its Subsidiaries
of irregularities in the Company or its Subsidiaries of a general, operational or
financial nature, unless the Company’s whistleblowing policy provides that those
employees report such irregularities to the Chairman of the Board;(c)ensuring the timely and adequate provision of information to the Board and to its
individual Directors as necessary for the proper performance of their duties; and(d)ensuring the annual evaluation of the functioning of the Executive Directors.

7.2

Any amendments to this division of tasks in Article 7 shall be subject to approval of theBoard.

8

Responsibilities Chairman of the Board and Company Secretary

8.1

The Chairman of the Board shall act on behalf of the Board as the main contact for the
Directors and Shareholders regarding the functioning of Directors.

8.2

The Chairman of the Board:(a)determines the agenda of the meetings of the Board;(b)chairs the meetings of the Board;(c)ensures the appointment of the Vice-Chairman;(d)monitors and procures the proper functioning and adequate performance of the Boardand its Committees;(e)arranges for the adequate and timely submission of information to the Directors asnecessary to perform their duties;(f)coordinates the Board’s decision-making process and ensures that there is sufficient
time for consultation, consideration and decision-making;(g)takes on an ongoing mentoring role for new Directors;

10

(h)

arranges for the induction and training programme for the Directors and ensures thatthe induction and training programmes are followed;(i)

acts on behalf of the Board as main contact for the General Meeting and ensures thatthe contact between the Non-Executive Directors and the Executive Directors, theGeneral Meeting and the employee participation body, if any, is productive and thatthe results thereof are timely and prudently communicated to the other Directors;(j)ensures the annual evaluation of the functioning of the Board as a whole, theindividual Directors and the various Committees as referred to in Article 12.21 andensures that boardroom diversity is considered as part thereof;(k)ensures that the Board performs activities in respect of culture and sustainable longterm value creation;(l)receives a reported (potential) Conflict of Interest;(m)ensures that any (suspicion of) material misconduct and irregularities are reported to
the Board without delay;(n)ensures that the Non-Executive Directors are involved closely, and at an early stage,in any merger or takeover situation as referred to in Article 17;(o)receives and decides on reported (alleged) irregularities relating to the functioning of
the Directors;(p)assures effective communication with Shareholders; and(q)

ensures the orderly and efficient conduct of the General Meeting.

8.3

The Vice-Chairman shall deputise for the Chairman of the Board when the occasion arises,
and assumes the powers and duties of the Chairman of the Board in the latter’s absence. The
Vice-Chairman shall act as contact for individual Directors concerning the functioning of
the Chairman of the Board.

8.4

The Board shall be supported by the Company Secretary to be appointed and dismissed by
the Board from outside its members.

8.5

The Company Secretary shall be primarily responsible for:(a)compliance of the Board’s functioning with Dutch law, the Articles of Associationand the rules and regulations issued pursuant thereto (including the Code and theseRegulations);(b)facilitating the provision of information to the Board; and

11

(c)

assisting the Chairman of the Board in the organisation of the affairs of the Board,
including the provision of information, meeting agendas, evaluations and induction
and training programmes.

8.6

In the event the Company Secretary is absent or unable to act, the powers of the Company
Secretary under these Regulations shall be exercised by another secretary to be designatedfor such purposes by the Board, including from outside its members.

9

Board committees

9.1

The Board shall appoint from amongst its Non-Executive Directors an Audit Committee, aNomination Committee and a Remuneration Committee. The Board shall remaincollectively responsible for decisions prepared by Committees. The Board may appoint
additional committees from time to time, as it deems necessary and appropriate to carry out
its responsibilities and oversight function.

9.2

The Board shall draw up regulations for each Committee which may be amended by the
Board at any time.

9.3

Should one or more Committees not be instituted, their respective practice and principles as
set forth in the relevant regulations shall apply mutatis mutandis to the Non-Executive
Directors.

9.4

The Board shall receive from each Committee a report of its deliberations and findings.

10

Remuneration

10.1

The remuneration of the individual Executive Directors shall be determined by the Board
with observance of the remuneration policy for Executive Directors adopted by the General
Meeting. The Executive Directors shall not participate in the deliberations and decisionmaking regarding the determination of the remuneration of the Executive Directors.

10.2

The remuneration of the individual Non-Executive Directors shall be determined by the
Board with observance of the remuneration policy for Non-Executive Directors adopted by
the General Meeting.

10.3

Any remuneration in the form of Shares or rights to subscribe for Shares will be subject tothe approval of the General Meeting.

10.4

The Board may recover from the Directors any variable remuneration awarded on the basisof incorrect financial or other data.

10.5

In determining the remuneration of the Non-Executive Directors, the following
requirements must be observed:

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(a)

the remuneration of the Non-Executive Directors shall promote an adequate
performance of their role and shall not be dependent on the results of the Company;
and

(b)

the remuneration of the Non-Executive Directors shall reflect the time spent and the
responsibilities of their role.

10.6

Non-Executive Directors shall be reimbursed for all reasonable costs incurred in connection
with their attendance of meetings. Any other expenses shall be reimbursed, either in whole
or in part, if incurred with the consent of the Chairman of the Board.

10.7

If the Non-Executive Directors are required to charge VAT on their fees, the Company shall
pay the amount of VAT.

10.8

Directors will not be granted any personal loans, guarantees or the like unless in the normal
course of business and on terms applicable to the Company’s personnel as a whole, andafter approval of the Board. Remission of loans shall not be granted.

11

Induction programme and ongoing training

11.1

After his/her appointment, each Director shall follow an induction programme geared to
his/her role and aimed at addressing any gaps in his/her knowledge, which programme may
cover general financial, social and legal affairs, financial and sustainability reporting, any
specific aspects that are unique to the Company and its affiliated enterprise, including its
culture and the relationship with any employee participation body, if any, and the
responsibilities of a Director.

11.2

The Board will conduct an annual review to identify any aspects with regard to which the
Directors require further training or education during their term of office.

12

Board meetings (agenda, teleconferencing, attendance, minutes) and resolutions

12.1

The Board shall hold meetings on a regular basis at a time to be determined by the Chairmanof the Board and whenever one or more of its Directors have requested a meeting.

12.2

Meetings of the Board shall generally be held at the office of the Company, but may also
take place elsewhere or by means of a conference call, video-conference, or similar
communications equipment provided that all Directors participating in the meeting cancommunicate with each other simultaneously and none of them has objected to this way of
meeting and/or decision-making. Participation in a meeting held in any of the foregoingways shall constitute presence at such meeting.

12.3

Important strategy and policy decisions shall in principle be adopted during meetings of theBoard held at the office of the Company, with the Executive Directors attending the meetingin person at the office of the Company.

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12.4

The Executive Directors shall use their reasonable efforts to attend at least two meetings ofthe Board per year in person at the office of the Company.

12.5

The meetings of the Board shall be convened in due time by the Chairman of the Board.
Each other Director may request that the Chairman of the Board convenes a meeting.

12.6

The Chairman of the Board, and in his/her absence the Vice-Chairman, shall chair the
meetings of the Board. If both are absent, the meeting shall appoint one of the NonExecutive Directors present as chairman of the meeting.

12.7

The Chairman of the Board shall determine the agenda of each meeting of the Board. Eachother Director may submit to the Chairman of the Board items to be discussed in themeeting. An item to be discussed which has not been submitted on time or is not supported
by sufficient documentation shall not be placed on the agenda.

12.8

At a meeting of the Board, a Director may only be represented by another Director holding
a proxy in writing.

12.9

At the request of a Director and with the agreement of the majority of the other Directors,
urgent matters may be discussed immediately or in an additional meeting of the Board.

12.10

The Directors must attend the meetings of the Board. Where they are unable to attend andthe minutes require explanation, the chairman of the meeting shall inform them about theresolutions passed and the discussions held in the meeting in question.

12.11

Non-Executive Directors who are frequently absent during meetings of the Board will be
asked by the Chairman of the Board to explain their absence. The Non-Executive Directors
Report shall state the absenteeism rate from Board and Committee meetings of each NonExecutive Director.

12.12

The Company Secretary may attend the meetings of the Board. The chairman of the meeting
may decide to permit others to attend a meeting as well.

12.13

Minutes of a meeting of the Board shall be prepared by the secretary of the meeting. The
minutes of the meeting shall be adopted by the Board at the same or a next meeting or inwriting. A document stating that one or more resolutions have been adopted by the Boardand signed by the Chairman of the Board or by the chairman of the meeting and secretaryof the meeting constitutes valid proof of those resolutions. Following adoption by the Board,the minutes shall be signed by the chairman of the meeting and the secretary of the meeting.
The Chairman of the Board or the chairman of the meeting and the secretary of the meeting
may issue and sign extracts of the (adopted) minutes.

12.14

The Board may in principle pass resolutions only if at least the majority of the Board ispresent or represented, provided that Directors who have a Conflict of Interest shall not betaken into account when calculating this quorum. If there is no majority present or
represented, the chairman of the meeting may refer the relevant resolution to a next meetingof the Board. The chairman of the meeting may depart from the principle as referred to in14

the previous sentences with respect to decision-making in urgent situations. If there is still
no majority present or represented in the next meeting, the chairman of the meeting shallconsult with the absent Directors by telephone or in writing if he/she believes that a
resolution is required.
12.15

Resolutions of the Board shall be adopted by a simple majority of the votes cast by Directors
present or represented at the meeting of the Board, provided that Directors who have a
Conflict of Interest shall not take part in the voting. If there is a tie vote, the Chairman of
the Board shall have the casting vote.

12.16

If there is insufficient agreement at a meeting of the Board about a certain item, the chairmanof the meeting may refer the relevant item to a next meeting.

12.17

With due observance of these Regulations and the Articles of Association, resolutions of
the Board may be adopted outside of a meeting of the Board, provided that such resolutions
are recorded in writing or otherwise and that none of the Directors entitled to vote objects
to this manner of decision-making. The Company Secretary shall keep a record of eachresolution adopted outside of a meeting.

12.18

Resolutions regarding a significant change of the identity or character of the Company or
its affiliated enterprise, shall be adopted by the Board and require the approval of theGeneral Meeting, which resolutions include in any event:

12.19

(a)

the transfer of the enterprise or practically the entire enterprise to a third party;(b)

the conclusion or cancellation of any long-lasting cooperation by the Company or a
Subsidiary with any other legal person or company or as a fully liable general partnerof a limited partnership or a general partnership, provided that such cooperation or
the cancellation thereof is of material significance to the Company; and(c)the acquisition or disposal of a participating interest in the capital of a company witha value of at least one-third of the sum of the assets according to the Company’s
consolidated balance sheet with explanatory notes thereto according to the latest
adopted Annual Accounts, by the Company or a Subsidiary.

The Board will ensure that the Company does not enter into any transactions with a value
in excess of EUR 300 million that relate to:(a)disposals or sales or acquisitions of all or a portion of investments in any company,
business or group created or to be created, whatever its legal form;(b)

any proposal or approach to a third party concerning a significant transaction
involving the Company or any of its Subsidiaries; and(c)any financing activity (including, amongst others, bank loans, overdrafts, vendor
financing, asset securitisation programmes, pension funds and transactions involving

15

joint ventures and minority interests) and the granting of guarantees and security
rights,without the prior approval of the Board.
12.20

Meetings of the Board concerning:(a)the evaluation of the functioning of the Board as a whole, the individual Directors
and the various Committees and the conclusions to be drawn from that evaluation;
and

(b)

the succession of Executive Directors

shall in principle not be attended by the Executive Directors.
12.21

12.22

In evaluating the functioning of the Board as a whole, the individual Directors and thevarious Committees, which evaluation must periodically take place under the supervisionof an external expert, attention should be paid to, among other items:(a)substantive aspects, conduct and culture, the mutual interaction and collaboration andthe interaction with the Executive Directors;(b)events that occurred in practice from which lessons may be learned; and(c)the desired profile, composition, competencies and expertise of the Non-Executive
Directors.

The ongoing items to be considered and discussed at Board meetings include:(a)the Company’s strategy in line with the view on sustainable long-term value creation,
the implementation of the strategy and the principal risks associated with it;(b)at least annually, the other positions of Directors outside the Company and its
Subsidiaries;(c)reports received from the Committees;(d)the financial results and the reporting thereof;(e)the Company’s annual budget;(f)major capital expenditures in excess of the Company’s annual budget;(g)major decisions requiring Board action;(h)the corporate strategy (and changes thereto);(i)the main risks of the business; and

16

(j)

the result of the evaluation of the design and effectiveness of the internal risk
management and control systems, as well as any significant changes thereto.

12.23

The External Auditor(s) shall be requested to attend each Board meeting at which the reportsof the External Auditor(s) on the audit of the Annual Accounts are discussed.

13

Conflict of Interest

13.1

A Director may not take part in the discussions and/or decision-making process of the Board
on a transaction in respect of which he/she has a direct or indirect personal conflict ofinterest with the Company or one of its Subsidiaries (a Conflict of Interest).

13.2

A Director may in any event be deemed to have a Conflict of Interest, if:(a)he/she personally has a material financial interest in a company with which theCompany or one of its Subsidiaries intends to enter into a transaction;(b)he/she has a family law relationship with a management (or executive) or supervisory(or non-executive) board member of a company with which the Company or one of
its Subsidiaries intends to enter into a transaction;(c)he/she is a management (or executive) or supervisory (or non-executive) board
member of a company with which the Company or one of its Subsidiaries intends toenter into a transaction;(d)under applicable law, including the rules of any stock exchange(s) on which theCompany’s shares may be listed, such Conflict of Interest exists or is deemed to exist;or(e)

the Board has ruled, in accordance with the Company’s related party transactions
policy, that such Conflict of Interest exists or is deemed to exist, without the Director
concerned being present.

The mere fact that a Director holds Shares or is entitled to obtain Shares is in itself
insufficient to determine that a Conflict of Interest exists.
13.3

To prevent Conflicts of Interest, Directors shall in any case refrain from:(a)competing with the Company or its Subsidiaries;(b)

demanding or accepting substantial gifts from the Company or its Subsidiaries, forthemselves or their spouse, registered partner or other life companion, (foster) childor other relative by blood or marriage up to the second degree;(c)providing unjustified advantages to third parties at the expense of the Company or its
Subsidiaries; and

17

(d)

taking advantage of business opportunities to which the Company or its Subsidiaries
are entitled for themselves or for their spouse, registered partner or other life
companion, (foster) child or other relative by blood or marriage up to the second
degree.

13.4

The Board shall draw up a related party transactions policy, for the purpose of providing aprocedure that prevents related parties from taking advantage of their position and provide
adequate protection for the interests of the Company and its stakeholders. In case a Director
has a (potential) Conflict of Interest, he/she shall promptly notify such (potential) Conflictof Interest in accordance with clause 3 of the Company’s related party transactions policy,
and all other provisions of the Company’s related party transactions policy shall be observed(to the extent applicable to the (potential) Conflict of Interest).

14

Complaints and whistleblowing

14.1

The Board shall draw up a code of conduct in order to ensure that complaints of a general,
operational or financial nature within the Company and its Subsidiaries and, more
specifically, in relation to the financial reporting, the internal risk management and control
systems and the audit are received, recorded and dealt with.

14.2

The Board shall draw up a whistleblowing policy in order to ensure that employees havethe opportunity, without jeopardising their legal position:(a)to report irregularities in respect of matters referred to in Article 14.1 to the Chairman& CEO or to an official designated by the Chairman & CEO; and(b)to report irregularities about Directors to the Chairman of the Board.

15

Relationship with the General Meeting

15.1

The Board shall provide the General Meeting with any information it may requireconcerning an item on the agenda, unless important interests (zwaarwegende belangen) of
the Company or any laws, rules or regulations applicable to the Company prevent it fromdoing so. The Board shall specify the reasons for invoking such important interests.

15.2

The Board shall inform the Shareholders by means of explanatory notes to the agenda of aGeneral Meeting of all facts and circumstances relevant to the matters included in theagenda.

15.3

The Board shall adopt a policy in respect of bilateral contacts with the General Meeting and
the Shareholders.

15.4

The Board is responsible for the corporate governance structure of the Company and must
give account to the General Meeting in relation to such structure. Each year the broad outlineof the Company’s corporate governance structure shall be set forth in a separate chapter ofthe Board Report. In this chapter the Company will confirm that the principles and bestpractice provisions of the Code directed at the Board were complied with or if they were18

deviated from, an explanation, which shall in any event include the following elements,
shall be given:(a)any deviations from any of the principles or best practice provisions;(b)the reasons for such deviations;(c)

if the deviation is of a temporary nature and continues for more than one financial
year, an indication of when the Company intends to comply with the principle or bestpractice provision; and(d)where applicable, a description of the alternative measure that was taken which either
explains how that measure attains the purpose of the principle or best practiceprovision or clarifies how the measure contributes to good corporate governance of
the Company.

Each significant change in the Company’s corporate governance structure and its
compliance with the principles and best practice provisions of the Code directed at the Board
shall be included as a separate item on the agenda for consideration by the General Meeting.
16

Relationship with the internal audit function and the External Auditor(s)16.1

The Board shall ensure that the External Auditor(s) will receive all information that isnecessary for the performance of its/their work in a timely fashion. The Board shall give theExternal Auditor(s) the opportunity to respond to the information that has been provided.

16.2

The External Auditor(s) shall discuss the draft external audit plan with the Executive
Directors before presenting it to the Audit Committee.

16.3

The Board shall be permitted to examine the most important points of discussion arising
between the External Auditor(s) and the Executive Directors based on the draft management
letter or the draft audit report.

16.4

The Board is responsible for the internal audit function. The internal audit function shallhave sufficient resources to execute the internal audit plan and have access to informationthat is important for the performance of its work. The internal audit function shall havedirect access to the Audit Committee and the External Auditor(s). Records shall be kept of
how the Audit Committee is informed by the internal audit function.

16.5

The Non-Executive Directors shall meet with the External Auditor(s) as often as they
consider necessary.

16.6

The External Auditor(s) shall in any event attend the meeting of the Board at which thereport of the External Auditor(s) on the Annual Accounts is discussed.

19

16.7

The chief financial officer of the Company, the Director in charge of the Company’s
financial affairs, the internal auditor and the External Auditor(s) shall in principle attend themeetings of the Audit Committee, unless the Audit Committee determines otherwise.

16.8

The Non-Executive Directors shall give the External Auditor(s) a general idea of the content
of the reports relating to its/their functioning.

16.9

The Company shall inform the AFM which statutory auditor(s) or audit firm(s) is (or are)proposed to be appointed as External Auditor(s) before its/their appointment by the General
Meeting. If the instructions to the External Auditor(s) are withdrawn by the Company or
terminated prior to the end of the term by the External Auditor(s), the Board shall notify the
AFM without delay of such withdrawal or termination stating its/their conclusive
justification therefor.

17

Takeover situations

17.1

In the event of (i) a takeover bid for (depositary receipts of) Shares, (ii) a private bid for abusiness unit or a participating interest where the value of the bid exceeds one-third of thesum of the assets according to the Company’s consolidated balance sheet with explanatory
notes thereto according to the latest adopted Annual Accounts and/or (iii) other substantialchanges in the structure of the organisation in the process of being prepared, the Board as awhole shall be closely involved from an early stage.

17.2

In the event of a takeover bid, a private bid and/or other substantial changes in the structureof the organisation as referred to in Article 17.1 the Board shall ensure that the stakeholderinterests concerned are carefully weighed and any Conflict of Interest for Directors is
avoided.

17.3

If a takeover bid has been announced or made for the Company and the Board receives arequest from a competing bidder to inspect the Company’s records, the Board shall discuss
this request without delay.

18

Holding and trading securities

18.1

In case any Director holds securities in the Company, this will be for the purpose of longterm investment; Directors will refrain from short-term transactions in securities in the
Company.

18.2

With respect to the holding of and transactions in securities in the Company, Directors arebound by the Company’s insider trading policy and must at all times comply with allapplicable laws and regulations, including any requirement to notify the AFM.

19

Confidentiality
Each Director shall treat all information and documentation acquired within the frameworkof his/her position as Director with the necessary discretion and, in the case of classified
information, with the appropriate secrecy. Classified information shall not be disclosed

20

outside the Board, made public or otherwise made available to third parties, even after
retirement from the Board, unless it has been made public by the Company or it has been
established that the information is already in the public domain.
20

Outside advisors

20.1

The Board shall have the authority to engage independent legal counsel and other advisors
where it deems such necessary or appropriate to assist it in connection with the executionof its duties and responsibilities. The Company shall pay the fees of such legal counsel orother advisor.

21

Non-compliance and amendment

21.1

The Board may amend these Regulations.

21.2

Without prejudice to the provisions in the Articles of Association, the Board may
occasionally decide at its sole discretion not to comply with and adhere to these Regulations.

21.3

Where these Regulations are inconsistent with Dutch law or the Articles of Association, thelatter shall prevail. Where these Regulations conform to the Articles of Association but areinconsistent with Dutch law, the latter shall prevail.

21.4

If one or more provisions of these Regulations are or become invalid, this shall not affectthe validity of the remaining provisions. The Board may replace the invalid provisions byprovisions, which are valid, and the effect of which, given the contents and purpose of theseRegulations is, to the greatest extent possible, similar to that of the invalid provisions.

22

Governing law and jurisdiction
These Regulations shall be governed by and construed in accordance with the law of theNetherlands. The courts of Amsterdam, the Netherlands, shall have exclusive jurisdiction
to settle any dispute arising from or in connection with these Regulations (including any
dispute regarding the existence, validity or termination of these Regulations).

23

WebsiteThese Regulations, and any amendments thereto, shall be posted on the Company’s website.
***

21

The following Schedule is attached to and forms part of these Regulations:
SCHEDULE 1
List of Definitions

22

Schedule 1
LIST OF DEFINITIONSIn these Regulations, the following terms have the following meanings:
AFM

the Dutch Authority for the Financial Markets (Stichting
Autoriteit Financiële Markten);

Annual Accounts

the annual accounts of the Company as referred to in
Section 2:361 DCC;

Articles of Association

the articles of association of the Company, as amended
from time to time;

Audit Committee

the audit committee of the Board;

Audit Committee
Regulations

the regulations of the Audit Committee;

Board

the board of directors of the Company;

Board Report

the board report of the Company as referred to in Section
2:391 DCC;

Chairman & CEO

the Chairman & Chief Executive Officer of theCompany;

Chairman of the Board

the Chairman of the Board;

Code

the Dutch Corporate Governance Code, as amended
from time to time;

Committees

the Audit Committee, the Remuneration Committee andthe Nomination Committee;

Company

Universal Music Group N.V.;

Company Secretary

the Company Secretary of the Board;

Conflict of Interest

has the meaning attributed thereto in Article 13;

DCC

the Dutch Civil Code (Burgerlijk Wetboek);

DFSA

the Dutch Financial Supervision Act (Wet op het
financieel toezicht);

Directora member of the Board;

23

D&I Policy

the diversity and inclusion policy for the composition of
the Board and senior management;

Executive Director

a Director appointed by the General Meeting as
executive director of the Board;

External Auditor(s)the auditor(s) of the Company as referred to in Section
2:393 DCC;

General Meetingthe corporate body of the Company consisting of the
Shareholders and all other Persons with Meeting Rights
or a meeting of Shareholders and all other Persons with
Meeting Rights, as the case may be;

Meeting Rights

the right, either in person or by proxy authorized inwriting, to attend and address the General Meeting;

Nomination Committee

the selection and appointment committee of the Board;

Nomination Committee
Regulations

the regulations of the Nomination Committee;

Non-Executive Director

a Director appointed by the General Meeting as nonexecutive director of the Board;

Non-Executive Directors
Reportthe report prepared by the Non-Executive Directors as
referred to in Article 4.4;

Persons with Meeting Rights

Shareholders, holders of a right of usufruct with Meeting
Rights and holders of a right of pledge with Meeting
Rights;Profile for Non-Executive the profile for Non-Executive Directors;
Directors
Regulations

the regulations of the Board;

Remuneration Committee

the remuneration committee of the Board;

Remuneration Committee
Regulations

the regulations of the Remuneration Committee;

Semi-Annual Accounts

the semi-annual accounts of the Company as referred toin Section 5:25d DFSA;

Sharea share in the capital of the Company;

Shareholder

a holder of one or more Shares;

24Subsidiarya subsidiary of the Company as referred to in Section
2:24a DCC;

Vice-Chairman:

the Vice-Chairman of the Board; andwritten or in writingby letter, by telecopier, by e-mail, or by a legible andreproducible message otherwise electronically sent,
provided that the identity of the sender can be
sufficiently established.

25