DISCLOSURE POLICYUNIVERSAL MUSIC GROUP N.V.
1.

Introduction

This policy explains the key internal procedures, systems and controls of Universal Music
Group N.V. (UMG or the Company) and its subsidiaries (collectively with UMG, the Group)
to ensure compliance with its obligations relating to inside information under Regulation (EU)No. 596/2014 on market abuse (the Market Abuse Regulation).
This Policy outlines the procedures for identifying inside information and for disclosing inside
information to the market as and when required. This Policy applies to all directors, officers
and employees within the Group.
It is very important that the requirements of the Market Abuse Regulation are strictly
complied with, and the policies and procedures set out in this Policy are designed toachieve that. The Dutch Authority for the Financial Markets (Autoriteit Financiële
Markten) (the AFM) has the power to impose appropriate administrative sanctions in caseof non-compliance, such as fines or other administrative measures. Non-compliance withthe requirements of the Market Abuse Regulation could also constitute an economic
offense and/or a crime and the public prosecutor could press criminal charges resulting
in fines or even imprisonment.
If you have any queries on the policies and procedures set out in this Policy, you should contact
the Market Disclosure Committee.
This Policy is governed by the laws of the Netherlands. This Policy first entered into effect on
September 21, 2021, was most recently amended by the Board, effective as of December 31,
2023, and remains in full force and effect until amended or terminated (in whole or in part).
The Market Disclosure Committee can be reached at marketdisclosure@umusic.com.
The current members of the Market Disclosure Committee are set forth in the Appendix.
2.

Obligations of directors, officers and employees within the GroupIn addition to a review of this Policy generally, all directors, officers and employees
within the Group should note the following practices and obligations in respect of
inside information.

2.1

Identifying inside information
Inside information: Inside information is information:(a)of a precise nature;(b)which has not been made public;

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(c)

which relates, directly or indirectly, to the Company or to one or more financial
instruments; and(d)which, if it were made public, would be likely to have a significant effect on
the price of those financial instruments (e.g., the price of the Company’s sharesor other financial instruments) or on the price of related derivative financial
instruments (i.e., financial instruments the price of which depends on, or isaffected by, the price of the Company’s shares or other financial instruments).

(This would include information about the Group.)
Precise: Information is precise if it:(a)indicates a set of circumstances which exists or which may reasonably be
expected to come into existence, or an event which has occurred or which may
reasonably be expected to occur; and(b)is specific enough to enable a conclusion to be drawn as to the possible effectof that set of circumstances or event on the price of the Company’s shares (orother financial instruments or related derivative financial instruments).

Significant effect on price: The information must be likely to have a significant effecton the price of the relevant financial instruments. The Market Abuse Regulation defines
information that would be likely to have a significant effect on price as being
information a reasonable investor would be likely to use as part of the basis for his or
her investment decision. Information which may have a ‘non-trivial’ effect on priceshould be considered ‘significant’ for these purposes. Information should be considered
to be ‘likely’ to have a significant effect on price if there is a more than fanciful prospectof the information having such an effect. It is not necessary for a potential future eventor issue to be more likely than not to happen to meet this test.
If there is doubt about whether information constitutes inside information, theCompany is expected to take advice from its external advisers.
2.2

Control of inside information
Dealing with inside information: It is vital that inside information is controlled inaccordance with the Market Abuse Regulation. Accordingly, the Company adopts thefollowing procedures to control access to inside information:(a)only disclose inside information to directors, officers, employees and external
advisers or other permitted third parties on a strict ‘need to know’ basis;(b)keep the number of insiders (i.e., individuals who are aware of inside
information) to the minimum reasonably practicable;(c)notify the Market Disclosure Committee before making someone an insider(whether inside or outside the Company);(d)follow the insider list process (see below); and

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(e)

limit the inside information provided to what the insider needs to know (rather
than giving access to all inside information).

To avoid accidentally disclosing inside information, you should:(a)avoid discussions of inside information in public areas (even within the office);(b)

use sealed non-transparent envelopes for internal circulation of hard copy
documents containing inside information;(c)

avoid reading or working on documents containing inside information where
they can be read by others and should only be taken off site when absolutely
necessary;(d)wherever practical, try to keep documents containing inside information inlocked cabinets and restrict IT access to emails and documents containing
inside information only to those who need access;(e)

use passwords and/or restricted access for documents containing inside
information where possible;(f)use code names where possible in all documents, correspondence (including
emails) and discussions that relate to individual projects that constitute inside
information;(g)use passwords to access to computers and other electronic devices; and(h)provide access to inside information only to those who need to see it, including
when sending emails.

(These practices apply mutatis mutandis to confidential information.)
Inadvertent disclosure of inside information: If you accidentally disclose or leakinside information or become aware that inside information was accidentally disclosed
or leaked by another director, officer or employee or any third party, you must
immediately
notifytheMarketDisclosure
Committee
atmarketdisclosure@umusic.com so that the Company can make any required
announcements to the market and investigate the disclosure or leak.
Notifying the Market Disclosure Committee of possible inside information
If you believe an event or issue or any other information may constitute inside
information, the Market Disclosure Committee must be notified as soon as possible.
Do not delay notification because you are unsure of whether the information will havea significant effect on the Company’s share price, or because the information is
uncertain (e.g., because events are changing or are unclear, such as where a fraud isalleged or legal action is threatened but not yet taken).
With respect to financial information, do not delay providing information on one partof the business which may be material just because information on another part of thebusiness is not yet available or may have a different result. The information should be3

passed on to the Market Disclosure Committee promptly. The Market Disclosure
Committee, where necessary, in consultation with the Company’s external advisers,
shall determine whether it is necessary and appropriate to pass this information on to
the Board as well.
When making a notification to the Market Disclosure Committee, provide as muchinformation as possible to assist, and cooperate with, the Market Disclosure Committee
in determining the significance of the event or issue and whether or not anannouncement must be made. Once notification is made to the Market Disclosure
Committee, updates should be provided promptly as more information becomes
available.
The Market Disclosure Committee and, where appropriate, the Board as a whole, will
decide the appropriate course of action in each case. Each event or issue must be
referred to the Market Disclosure Committee to ensure that it is managed appropriately.
3.

Continuous obligations

3.1

The Company’s obligations
Under the Market Abuse Regulation, the Company must:(a)inform the public as soon as possible of inside information which directly
concerns the Company, except in certain very limited circumstances that justify
a delay in informing the public;(b)

not disclose inside information selectively, except as permitted under theMarket Abuse Regulation, or leak inside information;(c)restrict access to inside information to those who need to access it within theGroup; and(d)keep lists of directors, officers and employees working for the Group and of
external advisers and other permitted third parties with access to inside
information directly concerning the Company (see insider list process below).

Where the Company has delayed the disclosure of inside information, it must:(a)keep an internal record of specified inside information;(b)

as soon as it announces the inside information following the period of delay,
inform the AFM that there was a delay in disclosure; and(c)

if requested by the AFM, provide the AFM with a written explanation of how
the conditions for delay were met.

The Group must also have procedures to:(a)identify information that may be inside information;

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3.2

(b)

notify potential inside information promptly to the Market Disclosure
Committee so a decision can be taken about whether an announcement isneeded; and(c)make sure any announcements are correct and complete.

Responsibility for disclosure
The Board is responsible under the Market Abuse Regulation for carefully andcontinuously monitoring whether changes in the Company’s circumstances are suchthat there is an announcement obligation. To ensure that decisions can be made quickly,
the Board has elected to delegate this responsibility to a committee, the Market
Disclosure Committee.
The Market Disclosure Committee will:

3.3

(a)

monitor compliance with the Company’s disclosure controls and procedures;(b)determine whether information is inside information;(c)determine whether inside information is to be announced as soon as possibleor whether a delay is justified;(d)review the scope, content and accuracy of disclosure;(e)review any announcements dealing with significant developments in the
Company’s business; and(f)consider if an announcement is needed if there are rumours about the Company
or if there is a leak of inside information and if a holding announcement isneeded.

Operating procedures in relation to disclosure
The procedures outlined in this section are designed to ensure the timely and accurate
disclosure of relevant inside information to the market.
Monitoring the market and rumoursThe Investor Relations team will monitor the market for views on the Company and its
share price and the elements that help to determine whether information is inside
information or not. The Investor Relations team will also monitor rumours about theGroup. If there is doubt about whether a rumour is unfounded or comes from a leak,the Market Disclosure Committee must be notified as soon as possible. The Market
Disclosure Committee will decide whether to make an announcement.
If it appears that there has been a leak of inside information, the Company will decide
who should, and how to, conduct an enquiry into the leak, and direct all persons andfirms working with it who had access to inside information before the leak of theenquiry process, monitor the progress of the leak enquiry and consider a report offindings.
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Use of external advisers
Where the Market Disclosure Committee or, where appropriate, the Board is uncertain
about the need for an announcement or its timing, the Market Disclosure Committeeor, where appropriate, the Board should seek advice from the Company’s external
advisers, including external legal and other advisers. A record should be kept of theadvice and reasons for the conclusion.
Drafting the announcement
The Market Disclosure Committee will coordinate the drafting of any relevantannouncement as soon as practicable. Any announcement should be correct andcomplete. It should give the full story and not omit any material fact or anything likely
to affect what is said. A draft of the announcement must be circulated to the Market
Disclosure Committee and others involved with the event or issue. This is so that those
close to the event or issue can ensure that the announcement is verified to be accurate
and not misleading. The Market Disclosure Committee is responsible for ensuring that
this verification process is followed.
Holding announcements
If the Market Disclosure Committee has decided it can delay disclosure (e.g., where it
concerns negotiating a transaction), where necessary, it will arrange for the preparationof a holding announcement that can be published at short notice if there is a breach ofconfidentiality, or a breach is likely. It will also consider arrangements to monitor themarket for rumours or leaks and maintain all necessary internal records.
The Market Disclosure Committee will also consider publishing a holding
announcement if an event has occurred which is unclear or uncertain (e.g., where afraud is alleged or legal action is threatened but not yet taken) and the Market
Disclosure Committee decides more time is needed to consider the situation before
putting out a further announcement at a later time.
Any holding announcement should detail as much of the subject matter as possible, set
out the reasons why a fuller announcement cannot be made and include an undertaking
to announce further details as soon as possible.
Approval and release of the announcement
The Market Disclosure Committee or, where appropriate, the Board, will decide upon
the final form and release time for all announcements.
The announcement is made by press release and a copy of the announcement must be
sent to the AFM. The Market Disclosure Committee will be responsible for sending theannouncement to the AFM.
If the Company’s shares or any other financial instruments are also traded on anothermarket than Euronext Amsterdam, inside information should be released as far as
possible at the same time on all markets.

6The announcement shall also be posted on the Company’s website (allowing accessfree of charge on a non-discriminatory basis) as soon as possible following the release
and will be retained for five years. The inside information must be kept in an easily
identifiable section of the website, organised in chronological order with the date andtime of disclosure clearly indicated.
Insider list process
Any event or issue the Market Disclosure Committee or, where appropriate, the Board
considers for disclosure purposes will also be reviewed to determine whether theCompany needs to create an insider list in relation to the event or issue.
The Market Disclosure Committee will be responsible for administering theCompany’s insider lists following any decision of the Market Disclosure Committeeor, where appropriate, the Board.
At other times the Company may produce lists of those with access to confidential
information that does not amount to inside information but that might in due course
become inside information. The Market Disclosure Committee could also administer
any such list.
3.4

Analysing whether disclosure is required
If there is any doubt as to whether information is inside information or anannouncement should be made the matter MUST be referred to the Market
Disclosure Committee.

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Does information need to be disclosed?

1 See section 2.1. of this Policy for a description of what constitutes inside information.
2 Assuming information is still inside information at this time.

8As shown in the flow chart, the Company may, under its own responsibility, delay the
public disclosure of inside information, provided that:(a)legitimate interest: immediate disclosure is likely to prejudice the legitimate
interests of the Company;(b)

not misleading: delay of disclosure is not likely to mislead the public; and(c)confidentiality: the Company is able to ensure the confidentiality of that
information.

It is essential therefore that, where necessary, appropriate confidentiality agreements
are put in place at the start of any important strategic projects that may ultimately
involve inside information.
Examples of events that might require announcement (assuming information is
inside information)(a)Unfounded rumour – no announcement necessary.

(b)

Largely accurate rumour or leak, e.g., rumour of impending significant
transaction or capital raising – either holding announcement or accelerated
announcement if possible.

(c)

Unforeseen circumstance, e.g., major supplier or customer becoming
insolvent, a possible significant accounting error or fraud in a major subsidiary
identified or major legal proceedings threatened against any member of theGroup:(i)

if the information is not ‘precise’ or would not have a significant effecton price, no announcement obligation but the situation should be kept
under review;(ii)

if the information is inside information, an announcement should be
made. The requirement to disclose ‘as soon as possible’ only allows ashort delay to assess the effect of the information on price. In thesecircumstances, a holding announcement should be prepared.

As noted above, where a decision to delay disclosure is made, the Company is required
to keep a detailed record of this decision, including the date and time when theinformation became inside information, when the decision to delay was made, and theidentity of the persons within the Company responsible for the decision to delay. Whenthe information is published, the Company must notify the AFM that there was a delay
in disclosure and, if requested by the AFM, the Company must also provide a written
explanation of how the relevant conditions allowing delay were satisfied.

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3.5

Dealing with the press, and investors and analysts
Any enquiry from the press or from any analyst or investor seeking disclosure of any
information about the Company or the Group should be directed to the Head of Investor
Relations.
Insiders who confirm information put to them by a journalist may commit market abuseby disclosing inside information – even if the information was sourced from somewhere
else first. If it seems that inside information has been leaked to a journalist (whether
from the Group or elsewhere), the Market Disclosure Committee should be informed
immediately.
The Company needs to be careful in dealing with enquiries in respect of market
rumours. Although there is no regulatory obligation to deny a false rumour, if theCompany wants to make a denial it should make an announcement via press release,and not through any other route. The Company can provide unpublished information
to third parties only if it is not, and will not constitute, inside information. If theinformation is inside information, it can only be provided if this is permitted by theMarket Abuse Regulation.
Dealing with the press
Only Corporate Communications is authorised to have any communications with thepress during any project or transaction involving inside information and must keep acontemporaneous note of any such communication with details of the time, date andlength of the communication, those involved and what was discussed. Copies of any
emails should also be kept.
Dealing with analysts
In accordance with paragraph 4.2.3 of the Dutch Corporate Governance Code, analyst
meetings, analyst presentations, presentations to institutional or other investors andpress conferences should be announced in advance on the Company’s website and bymeans of press releases. Analyst meetings and presentations to investors should nottake place shortly before the publication of the regular financial information of theCompany. The duration of such periods shall be determined by the Head of Investor
Relations but shall generally be: (a) the period of 30 days immediately preceding apreliminary announcement of the Company’s annual results; (b) the period of 30 days
immediately preceding the publication of the Company’s annual report, if nopreliminary announcement of the Company’s annual results has been made; (c) the
period of 30 days immediately preceding the announcement of the Company’s semiannual results; and (d) if the Company reports on a quarterly basis, the period startingon April 1 and October 1 of each year until the announcement of the Company’s firstquarter and third quarter results, respectively.
Subject to applicable laws, all shareholders of the Company should be able to follow
analyst meetings and presentations to investors in real time, by means of webcasting,10telephone or otherwise. After such meetings and presentations, the presentations will
generally be posted on the Company’s website.
When dealing with analysts, the Company:(a)should be careful to avoid inadvertently divulging any inside information,
including where cumulative disclosure could amount to inside information;(b)may, in addition to providing non-public information that is not inside
information, draw public information to analysts’ attention, explain
information that is in the public domain and discuss markets in which theCompany operates, but should avoid correcting the analysts’ conclusions;(c)generally need not correct errors in analysts’ published reports, although if, asa result of serious and significant error, there is a widespread and serious
misapprehension in the market, the Market Disclosure Committee should
consider whether the Company should publish inside information to correct theerror; and(d)should keep a contemporaneous note of meetings with analysts and, as far as
reasonably practicable, ensure that at least two Company representatives arepresent.

If inside information is inadvertently disclosed, the Market Disclosure Committee
should be informed immediately so that an announcement can be made to the market,
generally at once.
3.6

Compliance
Compliance with this Policy is important. All directors, officers and employees are
therefore required to assist the Company by complying with the policies and procedures
set out in this Policy as relevant and by advising the Market Disclosure Committee
immediately of any breaches of this Policy.
If you have any concerns that something may be inside information you should contact
the Market Disclosure Committee immediately.
***

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APPENDIX
Market Disclosure Committee members
Erika Begun
Saheli Datta
Philippe Flageul
Jeff Harleston
Joia Lee
Boyd Muir
Henriette van Overklift

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