The offer of the Notes, the distribution of this Offering Circular and the press release announcing the offer may, in certain jurisdictions (including, but not limited to, the United States), be restricted by law. These documents do not constitute an offer in countries in which countries such offer would be illegal. Therefore, persons obtaining the Offering Circular or the press release announcing the offer are required to inform themselves of and observe all such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Vivendi Universal and Deutsche Bank do not accept or assume any responsibility or liability for any violation by any person whomsoever of any such restriction.

United States

The offer of the Notes is not being made, directly or indirectly, in the United States or to U.S. Persons, and the Offering Circular or press release announcing the offer do not constitute an offer to any U.S. Person. The Offering Circular and other documents related to the Offer, including the press release announcing the offer, may not be electronically accessed by U.S. Persons or from the United States. Copies of the Offering Circular, the press release and of any other documents related to the offer of the Notes, are not being and must not be mailed or otherwise distributed or sent in or into or from the United States. Persons receiving the Offering Circular (including custodians, nominees and trustees), the press release or other documents related to the offer of the Notes must not distribute or send such documents in, into or from the United States. Any purported acceptance of the offer of the Notes that is post-marked in or otherwise dispatched from or evidences use of any means or instrumentality of interstate or foreign commerce of the United States will be invalid.

The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or under any relevant securities laws of any state or other jurisdiction of the United States. Accordingly, the Notes may not be offered, sold, re-sold, delivered or transferred, directly or indirectly, in, into or from the United States at any time except pursuant to the terms of an applicable exemption under the U.S. Securities Act and applicable securities laws of the United States.

I HEREBY CERTIFY THAT I AM NOT, AND AM NOT ACTING ON BEHALF OF, A U.S. PERSON (AS DEFINED UNDER REGULATION S UNDER THE U.S. SECURITIES ACT) AND AM OUTSIDE THE UNITED STATES.

I FURTHER CERIFY THAT I HAVE READ AND UNDERSTAND, AND AGREE TO COMPLY WITH, THE TERMS AND CONDITIONS DESCRIBED ABOVE AND THAT I AM ELIGIBLE TO ACCESS THE OFFERING CIRCULAR AND OTHER DOCUMENTS RELATING TO THE OFFER IN ACCORDANCE WITH SUCH TERMS AND CONDITIONS.

 

YES, I CERTIFY

 

NO, I DO NOT CERTIFY