Universal Music Group | Investor Relations

On September 14, 2021, Universal Music Group B.V. (which shall be converted into a Dutch public company (naamloze vennootschap)) (the “Company”) announced the publication of the prospectus (the “Prospectus”) in connection with the intended admission to trading and official listing of its shares (“Shares”) on the regulated market of Euronext Amsterdam (“Admission”) in connection with the announced intended distribution by Vivendi SE (“Vivendi”) of up to 60% of Vivendi’s stake in the Company to Vivendi’s shareholders by way of a special dividend and interim dividend in kind (the “Distribution”). Listing of and first trading on an ‘as-if-and-when-delivered’ basis in the Shares on Euronext Amsterdam under symbol UMG is currently expected to commence on September 21, 2021 (the “First Trading Date”). The approval of the Prospectus by the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten, the “AFM”) should not be understood as an endorsement of the quality of the Shares and the Company. Shares in the Company will be distributed in circumstances that do not constitute “an offer to the public” within the meaning of Regulation (EU) 2017/1129, as amended (the “Prospectus Regulation”). The Prospectus is not intended for distribution in jurisdictions that require prior regulatory review and authorization to distribute same. The release, publication or distribution of the Prospectus in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which they are released, published or distributed, should inform themselves about, and observe, such restrictions. Each of the Prospectus and/or any other announcements or documents published by the Company, Vivendi or any of their advisors or any representative, is not intended to constitute, and should not be construed as, an offer by or invitation by or on behalf of, the Company, Vivendi, any of their advisors or any representative, to purchase any securities or an offer to sell or issue, or the solicitation to buy securities by any person in any jurisdiction, including any EEA Member, the United Kingdom or the United States. The Prospectus contains statements, including with respect to Vivendi and the Company’s financial condition, results of operations, business, strategy, plans and outlook, including the impact of certain transactions (notably the planned distribution of up to 60% of the Company’s Shares and its stock market listing), and the payment of dividends and distributions, as well as share repurchases. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “anticipates”, “expects”, “intends”, “plans”, “targets”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements are made as of the date of the Prospectus. Although Vivendi and the Company believe that such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Such forward-looking statements are included for illustrative purposes only. Actual results may differ materially from the forward-looking statements as a result of a number of risks and uncertainties, many of which are outside Vivendi and the Company’s control. Vivendi and the Company expressly disclaim any intention or obligation to provide, update or revise any forward-looking statements in the Prospectus to reflect any change in expectations or any change in events, conditions or circumstances on which these forward-looking statements are based. The price and value of securities may go up as well as down. Persons needing advice should contact a professional adviser. Risk Factors Investing in the Company involves certain risks. A description of these risks, which include risks relating to the Company as well as risks relating to the Distribution and the Shares is included in the Prospectus. Any investment decision in respect of the Company should be made solely on the basis of the information contained in the Prospectus.

The Base Prospectus for the Euro Medium Term Note Programme of Universal Music Group N.V. (together with its subsidiaries, “Universal Music”) together with any supplements thereto and certain other information may be viewed by clicking on the link below. You are asked to confirm your acceptance of the certain statements below by clicking on 'I CONFIRM'. You will then be able to view the Base Prospectus.

Disclaimer

This website should not be construed as the giving of advice or the making of a recommendation (actual or implied) and should not be relied on as the basis for any decision or action. In particular, actual results and developments may be materially different from any forecast, opinion or expectation expressed in this website, or documents contained in it, and the past performance of the price of debt securities must not be relied on as a guide to their future performance. The information contained on the website has been prepared for information purposes only and as a matter of record, and does not constitute, or form part of any offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of, or any solicitation of any offer to underwrite, subscribe for or otherwise acquire or dispose of, any of the debt or other securities of Universal Music. In particular, the information contained on this website does not constitute an offer of securities for sale in the United States. None of the securities described directly or indirectly referred to in the information on the website have been nor will they be registered under the US Securities Act of 1933, as amended (“Securities Act”). Such securities may not be offered or sold in the United States or to, or for the account or benefit of, US persons (as defined in Regulation S under the Securities Act) unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, such registration. The release, publication or distribution of documents on the website in certain jurisdictions may be restricted by the law and therefore persons in certain jurisdictions into which such documents are released, published, distributed or otherwise accessible should inform themselves about and observe any such restrictions. Universal Music does not warrant the accuracy or completeness of any information contained in or referred to in the material on this website. To the extent permitted by law, Universal Music and its directors, officers, employees and agents exclude all liability for any loss or damage arising from the use of, or reliance on, the material contained on this website whether or not caused by a negligent act or omission. Regarding information not prepared by Universal Music itself, the information on which the material contained on this website is based has been obtained from sources which Universal Music believes to be reliable but Universal Music is not responsible for the accuracy and completeness of information supplied to it.

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I have read and understood the disclaimer set out above. I understand that it may affect my rights. I agree to be bound by its terms. I confirm that I am permitted to proceed to this part of the website. By clicking “I CONFIRM”, you certify that you are not a US person or a resident of or located in, or a partnership or corporation organized or incorporated or registered in the United States or a person acting on behalf of the foregoing and agree that you will not retransmit, send or otherwise transfer any of the information contained on this website to any US person or person in or resident in the United States. PLEASE NOTE that it is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are in any doubt, you should not continue to seek access to this area of the website.

The shares of Universal Music Group N.V. (Universal Music Group) are admitted to trading on Euronext Amsterdam. Accordingly, Universal Music Group is subject to the rules and regulations of the Euronext Amsterdam and the principles and provisions of the Dutch Code of Corporate Governance, 2022 (the Dutch Code). The board of directors of Universal Music Group (the Board) conducts Universal Music Group’s business with integrity by applying appropriate corporate governance policies and practices. To read more about our governance and policies, please see our policies. The Board’s audit, remuneration and nomination committees fulfil key roles in ensuring good corporate governance. Amongst others, the corporate governance of Universal Music Group is based on the relevant provisions of its various policies, Dutch law, its Articles of Association, the Board Rules and the Dutch Code.

Title	Type	View
Universal Music Group N.V. Articles of Association	pdf	View
Board Regulations	pdf	View
Audit Committee Regulations	pdf	View
Remuneration Committee Regulations	pdf	View
Nomination Committee Regulations	pdf	View
Retirement Schedule for Non-Executive Directors	pdf	View
Profile for Non-Executive Directors	pdf	View
Market Disclosure Committee Terms of Reference	pdf	View
Insider Trading Policy	pdf	View
Disclosure Policy	pdf	View
Policy on Bilateral Contacts with Shareholders	pdf	View
Stakeholder Engagement Policy	pdf	View
Related Party Transactions Policy	pdf	View
Whistleblowing Policy	pdf	View
Code of Conduct	pdf	View
UMG Tax Policy	pdf	View
Remuneration Policy - Executive Directors	pdf	View
Remuneration Policy - Non-Executive Directors	pdf	View

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