Universal Music N : Supplement to the Euro Medium Term Note Programme Universal Music Group N.V.

About this update from Universal Music Group N.v.

First Supplement dated 5 June 2026 to the Base Prospectus dated 22 May 2026 Universal Music Group N.V. (a public company ( naamloze vennootschap ) incorporated under the laws of the Netherlands with its statutory seat in Amsterdam, the Netherlands and its registered address in Hilversum, the Netherlands) Euro Medium Term Note Programme Supplement to the Base Prospectus dated 22 May 2026 This supplement (the " Supplement ") is supplemental to, forms part of and must be read and construed in conjunction with, the base prospectus dated 22 May 2026 (the " Base Prospectus ") for the Euro Medium Term Note Programme (the " Programme ") of Universal Music Group N.V. (the " Issuer ", which expression shall include any Substituted Debtor (as defined in Condition 16 of the Terms and Conditions of the Notes), the " Company " or " UMG " and, together with its subsidiaries, the " Group "). This Supplement, together with the Base Prospectus, constitutes a base prospectus for the purposes of Regulation (EU) 2017/1129, as amended (the " Prospectus Regulation "). Unless the context requires otherwise, terms defined in the Base Prospectus shall have the same meaning when used in this Supplement. To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the Base Prospectus by this Supplement and (b) any other statement in or incorporated by reference into the Base Prospectus, the statements in (a) above will prevail. Full information on the Issuer and any Series or Tranches of Notes is only available on the basis of the combination of the Base Prospectus, this Supplement and the relevant Final Terms. The Issuer accepts responsibility for the information contained in this Supplement and declares that, to the best of its knowledge, the information contained in this Supplement is in accordance with the facts and this Supplement makes no omission likely to affect its import. This Supplement has been approved by the Netherlands Authority for the Financial Markets ( Autoriteit Financiële Markten , the " AFM "), as competent authority under the Prospectus Regulation. The AFM only approves this Supplement as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuer that is the subject of this Supplement or of the quality of the securities that are the subject of this Supplement and the Base Prospectus. No person has been authorised to give any information or to make any representation not contained in or not consistent with this Supplement or the Base Prospectus, the applicable Final Terms or any document incorporated by reference herein or therein, or any other information supplied in connection with the Programme or the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Arranger or any Dealer. This Supplement and the Base Prospectus do not, and are not intended to, constitute an offer to sell or a solicitation of an offer to buy any of the Notes by or on behalf of the Issuer or the Arranger or any Dealer in any jurisdiction in which such offer or solicitation is not authorised or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Neither this Supplement, the Base Prospectus nor any other information supplied in connection with the Programme should be considered as a recommendation by the Issuer, the Arranger or any Dealer that any recipient of this Supplement, the Base Prospectus or any other information supplied in connection with the Programme should purchase any Notes. Accordingly, no representation, warranty or undertaking, express or implied, is made by the Arranger or any Dealer in their capacity as such. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. Neither the delivery of this Supplement, the Base Prospectus nor the offering, sale or delivery of any Notes shall in any circumstances imply that the information contained herein concerning the Issuer is correct at any time subsequent to the dates thereof or that any other information supplied in connection with the Programme or the Notes is correct as of any time subsequent to the date indicated in the document containing the same. The Arranger and the Dealers expressly do not undertake to review the financial condition or affairs of the Issuer during the life of the Programme. None of the Issuer, the Arranger and the Dealers represent that this Supplement or the Base Prospectus may be lawfully distributed, or that the Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any jurisdiction. In particular, unless specifically indicated to the contrary in the applicable Final Terms, no action has been taken by the Issuer, the Arranger or any Dealer appointed under the Programme which is intended to permit a public offering of the Notes or distribution of this Supplement or the Base Prospectus in any jurisdiction where action for that purpose is required. Accordingly, the Notes may not be offered or sold, directly or indirectly, and neither this Supplement, the Base Prospectus, nor any advertisement or other offering material may be distributed or published, in any jurisdiction where such offering and/or sale or distribution and/or publication would be prohibited and each Dealer (if any) will be required to represent that all offers and sales by it will be made on these terms. The distribution of this Supplement and the Base Prospectus and the offer or sale of the Notes may be restricted by law in certain jurisdictions. Persons into whose possession this Supplement, the Base Prospectus or any Notes come must inform themselves about, and observe, any such restrictions. See "Subscription and Sale" on pages 139 through 146 (inclusive) of the Base Prospectus. In particular, the Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the " Securities Act "), or any U.S. state securities laws and may not be offered or sold in any state or jurisdiction of the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act (" Regulation S ")) unless the Notes are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available and in accordance with all applicable securities laws of any state or other jurisdiction of the United States. Accordingly, the Notes are only being offered and sold to non-U.S. persons outside the United States in offshore transactions in reliance upon Regulation S. AMENDMENTS OR ADDITIONS TO THE BASE PROSPECTUS With effect from the date of this Supplement the information appearing in, or incorporated by reference into, the Base Prospectus shall be supplemented in the manner described below (references to page numbers are to the pages of the Base Prospectus): In the Section Risk Factors Concerning the Issuer , under risk factor 1.12 titled UMG could become the subject of a binding offer, which could affect its ability to act on its strategy and/or materially impact UMG in other ways on pages 15 and 16, the first paragraph and the first sentence of the second paragraph shall be replaced by the following: On 7 April 2026, UMG announced that it had received an unsolicited and non-binding proposal from Pershing Square Capital Management, L.P. (" Pershing ") (the " Proposal ") and that its Board would review the Proposal in accordance with its fiduciary duties and analyse its implications for its shareholders, employees, artists, songwriters and other stakeholders. The Proposal is not a binding offer. Subsequently, on 29 May 2026, UMG announced that, after careful review with the assistance of outside financial and legal advisors, its Board had unanimously determined that the Proposal would not be in the best interests of UMG and its stakeholders and to reject the Proposal because it believes that the Proposal fundamentally and materially undervalues UMG and would not deliver superior value creation. Any implementation of such proposal, whether made by Pershing or another party, or the pursuit thereof, could impact UMG's strategy, operations, management and/or Board. In the Section Legal Structure and Corporate Governance, under the Subsection UMG History, on page 113, where it concerns the second to last paragraph, the following sentence shall be included at the end: On 4 June 2026, it was announced that the Pershing funds had sold their entire direct holding of shares in the Company through an accelerated bookbuild. In the Section Legal Structure and Corporate Governance, under the Subsection Share Capital, on page 118, directly below the last paragraph, a new paragraph shall be included: On 4 June 2026, the Company announced that it repurchased 14,156,285 shares as part of the disposition of the entire position owned by various Pershing Square funds. The Company acquired the shares at a price per share of €17.66 for a total consideration of approximately €250 million. The repurchase was executed outside of the Company's existing €500 million share buyback programme and instead pursuant to the additional €500 million share repurchase authorisation of the Board announced on 29 April 2026. The Company intends to use the repurchased shares to meet its obligations under the Equity Plan, and/or to reduce the share capital of the Company. The maximum number of shares that can be used for purposes of the Equity Plan will remain unchanged. In the Section Legal Structure and Corporate Governance, under the Subsection Recent Developments -Receipt of unsolicited and non-binding proposal, on pages 119 and 120, the entire paragraph shall be replaced by the following: On 7 April 2026, UMG announced that it had received the Proposal and that its Board would review the Proposal in accordance with its fiduciary duties and analyse its implications for shareholders, employees, artists, songwriters and other stakeholders. The Proposal is not a binding offer. Subsequently, on 29 May 2026, UMG announced that, after careful review with the assistance of outside financial and legal advisors, its Board had unanimously determined that the Proposal would not be in the best interests of UMG and its stakeholders and to reject the Proposal because it believes that the Proposal fundamentally and materially undervalues UMG and would not deliver superior value creation. See further " Risk Factors - UMG could become the subject of a binding offer, which could affect its ability to act on its strategy and/or materially impact UMG in other ways ". Throughout the Base Prospectus, unless the context requires otherwise, each reference to the "Base Prospectus" shall be deemed to include a reference to this Supplement.

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