UMG.AS

The distribution of profits shall be made after the adoption of the financial statements by the General Meeting from which it appears that the distribution is allowed. The Company may only make distributions to the extent the shareholders' equity of the Company exceeds the sum of the paid-up and called-up part of the share capital of the Company and any reserves that must be maintained pursuant to Dutch law. In accordance with the Relationship Agreement, and subject to all applicable laws, the Company intends to, on an annual basis, pay dividends to all Shareholders, on a pro rata basis in two semi-annual instalments, in the aggregate amount of no less than 50% of the Company's net profits, subject to agreed non-cash items, calculated as follows: - consolidated net profits of the most recent audited consolidated financial statements as of December 31 prepared in accordance with EU IFRS; plus - (a) any loss arising on any change in fair value of any intangible assets, tangible assets or financial assets, (b) any amortization or impairment of intangible assets, (c) share-based compensation expenses, (d) net losses related to non-consolidated companies consolidated under the equity method, (e) net losses related to minority interests, (f) net provisions for inventories and (g) any unrealized loss related to derivative financial instruments; minus - (h) any gain arising on any change in fair value of any intangible assets, tangible assets or financial assets, (i) any unrealized gain related to derivative financial instruments, (j) income or reversal related to share-based compensation, (k) net profits related to non-consolidated companies consolidated under the equity method and (l) net profits related to minority interests. The Company intends to pay an interim dividend in the fourth quarter of each financial year after the publication of the semi-annual report, and a final dividend in the second quarter of the following financial year following adoption of the financial statements by the General Meeting.