Vivendi Universal today proposed to Elektrim's new Supervisory Board the merger between Elektrim and Elektrim Telekomunikacja (Telco) and will request that the merger be voted at the upcoming meeting of shareholders on June 28, 2001. A 20% premium will be applied to Elektrim's stake in Telco, implying that Vivendi will exchange its Telco shares for new Elektrim shares issued at a price between 49 and 55 Zlotys assuming an equity value for PTC between 4.5billion euros and 5.0 billion euros. This issue price represents a 68% - 91% premium over the current stock price and a 59% - 80% premium over the 3 month average.

This merger, which aims at transforming Elektrim into a pure telecommunications player after the sale of non core assets, will significantly reduce Elektrim's holding discount. As a result of this transaction, Elektrim will increase its interest in PTC from an indirect stake of 26% to a direct stake of 51%, enabling the company to refinance its convertible debt if required. Vivendi Universal would own an interest in Elektrim slightly in excess of 50% but would vote only 49%.

Contrary to other transactions proposed by current management, the proposed merger :
- will not be achieved by breaching any commitment entered into by Elektrim or taking decisions directly contrary to the corporate interest of Elektrim Telekomunikacja,
- will not deprive Elektrim shareholders of the value of owning a majority stake into PTC, its main asset,
- will refocus Elektrim on one single core telecom business, which will reduce the conglomerate discount and allow Elektrim shareholders to benefit fully from the growth prospects of this activity.

Contacts: Alain Delrieu (Tel.: 33 1 71 71 10 86) - Antoine Lefort (Tel.: 33 1 71 71 11 80)