REMUNERATION COMMITTEE REGULATIONSUNIVERSAL MUSIC GROUP N.V.
1

Introduction

1.1

These regulations (the Remuneration Committee Regulations) are the regulations of the
remuneration committee (the Remuneration Committee) of the board of directors (the Board)of Universal Music Group N.V. (the Company).

1.2

Capitalized terms used but not otherwise defined in these Remuneration Committee
Regulations have the meaning set forth in the list of definitions included in the regulations of
the Board (the Regulations).

1.3

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

2

General role and responsibilities

2.1

Without prejudice to the Regulations, the Remuneration Committee shall advise the Board in
relation to its responsibilities and shall prepare resolutions of the Board in relation thereto.

2.2

The Remuneration Committee shall in any event have the following duties and responsibilities:

2.3

(a)

at least every four years, submitting a clear and understandable proposal to the Board
concerning the remuneration policy to be pursued with regard to the Executive Directors
and the remuneration policy to be pursued with regard to the Non-Executive Directors(each a Remuneration Policy), which will be submitted to the General Meeting for
adoption as required by law;(b)

preparing the Board’s decision-making regarding the determination of remuneration of
the individual Executive Directors and of the individual Non-Executive Directors, withobservance of the applicable Remuneration Policy;(c)annually preparing a remuneration report, taking into account the requirements of theCode and matters required by law, which must be tabled at each annual General Meetingfor a non-binding advisory vote by the Shareholders and must be posted on the
Company’s website.

The proposal for the remuneration of the individual Executive Directors shall be made inaccordance with the Remuneration Policy for Executive Directors and will, in any event, cover
the remuneration structure, the amount of the fixed and variable remuneration components,
the performance criteria used, the scenario analyses that are carried out and the pay ratios
within the Company and its affiliated enterprise. When drafting the proposal for the
remuneration of the individual Executive Directors, the Remuneration Committee shall takenote of individual Executive Directors’ views with regard to the amount and structure of theirown remuneration.

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2.4

The Board shall receive a report from the Remuneration Committee of its deliberations andfindings.

2.5

Every Non-Executive Director shall have unrestricted access to all records of theRemuneration Committee.

2.6

If the Remuneration Committee makes use of the services of a remuneration consultant incarrying out its duties, it shall verify that the remuneration consultant concerned does notprovide advice to the Executive Directors.

3

Composition and size Remuneration Committee

3.1

The Remuneration Committee shall consist of at least three members. More than half of themembers of the Remuneration Committee shall be independent within the meaning of Article
5.6 of the Regulations.

3.2

All members of the Remuneration Committee must be Non-Executive Directors.

3.3

The Board shall appoint the members of the Remuneration Committee.

3.4

The Board may substitute the members of the Remuneration Committee at any time.

3.5

The Remuneration Committee may not be chaired by the Chairman of the Board or by a former
Executive Director. The chairperson of the Remuneration Committee shall be designated by
the Board.

3.6

Generally the term of office of a member of the Remuneration Committee will not be set inadvance. It will, inter alia, depend on the composition of the Board as a whole and the otherCommittees from time to time.

3.7

The composition of the Remuneration Committee shall be mentioned in the Non-Executive
Directors Report.

3.8

The Company Secretary shall act as the secretary to the Remuneration Committee.

3.9

No member of the Remuneration Committee may receive, directly or indirectly, any
compensation from the Company other than the remuneration paid to Non-Executive Directors
for their service on the Board or a Committee thereof.

3.10

The chairperson of the Remuneration Committee or one of the other members of theRemuneration Committee shall use his/her best efforts to be available to answer questions
about the Remuneration Committee’s activities at the annual General Meeting.

4

Meetings of the Remuneration Committee

4.1

The Remuneration Committee shall hold at least two meetings per year and whenever one ormore of its members have requested a meeting. The meetings shall generally be held at theoffice 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 members of theRemuneration Committee participating in the meeting can communicate with each othersimultaneously and none of them has objected to this way of meeting and decision-making.
Participation in a meeting held in any of the foregoing ways shall constitute presence at suchmeeting. The quorum of any meeting shall be a majority of the members of the Remuneration
Committee.
4.2

The convocation notice of a Remuneration Committee meeting shall be given in writing, atsuch time that all the members of the Remuneration Committee are given opportunity toparticipate in and prepare themselves for the meeting, and ultimately eight calendar days inadvance. In urgent cases, the chairperson of the Remuneration Committee may determine thata meeting shall be convened upon shorter notice, but in any case no later than two businessdays before the meeting. Any notice convening a meeting shall contain the agenda for the
meeting. The agenda shall be drawn up by the chairperson of the Remuneration Committee.
The other information and decision material for the meeting shall be circulated as soon as
possible, but in any case no later than two business days before the meeting.

4.3

The Company Secretary shall take minutes of the meetings of the Remuneration Committee.
If the Company Secretary is not present at the meeting, the meeting may designate anothersecretary. The minutes shall be adopted in the same or a next meeting or in writing, and shallbe signed by the chairperson of the Remuneration Committee and the Company Secretary or
the secretary designated by the meeting. A copy of the minutes will be shared with the Board.

4.4

If and when required, the chairperson of the Remuneration Committee shall provide further
information to the Board during the Board meetings on the results of the Remuneration
Committee’s discussions.

4.5

The number of meetings of the Remuneration Committee and the main items discussed shallbe mentioned in the Non-Executive Directors Report.

5

Outside Advisors
The Remuneration Committee shall have the authority, without Board approval, to engage
independent legal counsel, remuneration consultants and other advisors where it deems suchnecessary or appropriate to assist it in connection with the execution of its duties andresponsibilities. The Company shall pay the fees of such legal counsel, remuneration
consultant or other advisor.

6

Review
The Remuneration Committee shall from time to time review and assess the adequacy of theseRemuneration Committee Regulations and recommend any proposed changes to the Board. In
addition, the Remuneration Committee shall annually review its own performance.

7

Amendment and deviations
The Board may amend these Remuneration Committee Regulations and/or revoke any powers
granted by it to the Remuneration Committee. The Board may allow temporary deviations
from these Remuneration Committee Regulations.

8Regulations mutatis mutandis applicable
The relevant Articles of the Regulations shall apply mutatis mutandis to these Remuneration
Committee Regulations.

9

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