Announcement made in accordance with regulation of the AMF (French Markets Authority)


This press release does not, and shall not, in any circumstances constitute a public offering nor an invitation to the public in connection with any offering of any the bonds specified in this press release.

In France, the offer and sale of the bonds will be carried out in accordance with article L. 411-2 of the Code monétaire et financier and in accordance with Decree no. 98-880 of 1st October 1998 in connection with offers to qualified investors.

This press release may not be published, distributed or transmitted in the United States (including its territories and dependencies, any state of the United States and the district of Columbia). This press release does not constitute or form part of any offer or solicitation to purchase or subscribe for securities in the United States or by U.S. persons. The bonds mentioned herein have not been and will not be offered or sold in the United States or to, or for the account or benefit of U.S. persons, unless they are registered or exempt from registration under the United States Securities Act of 1933, as amended. Vivendi Universal does not intend to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.

In the United Kingdom, this press release is directed only at, and for distribution only to, investment professionals, high net worth companies, partnerships, associations or trusts and investment personnel of any of the foregoing (each within the meaning of the Financial Services and Markets Act 2000 (financial promotion) order 2001) and any other persons to whom it may be communicated lawfully (“relevant persons”). The bonds specified in this press release are available only to, and any offer or agreement to subscribe, purchase or otherwise acquire such bonds may be engaged only with, relevant persons. No other person should act or rely on this press release or its contents. Persons distributing this press release must satisfy themselves that it is lawful to do so.

The sales in the Republic of Italy of the bonds specified in this press release shall only be negotiated on an individual basis with “professional investors”, as defined under article 31, paragraph 2, of Commissione Nazionale per le Societŕ e la Borsa (“consob”) Regulation no. 11522 of 1 July 1998, as amended, and effected in compliance with the requirements of articles 94 and seq. of Legislative Decree no. 58 of 24 February 1998, as amended (“Legislative Decree no. 58”) and consob Regulation no. 11971 of 14 May 1999, as amended (“Regulation no. 11971”) and shall in any event be effected in accordance with all relevant Italian securities, tax and exchange control and other applicable laws and regulations. Accordingly, in Italy, this press release is for distribution only to investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with Legislative Decree no. 58, Regulation no. 11971 and any other applicable laws and regulations.

The bonds specified in this press release shall not be offered, transferred, delivered or sold in the Netherlands and this press release may not be published, distributed or transmitted other than to individuals or legal entities who or which trade or invest in securities in the conduct of their profession or trade (which includes banks, investment institutions, securities intermediaries, insurance companies, pension funds, other institutional investors and treasury departments and finance companies of large enterprises).

The distribution of this press release in certain countries may constitute a breach of applicable law. In addition to the above the information contained in this press release does not constitute an offer of securities for sale in Canada or Japan.

Stabilisation / FSA and in accordance with any other applicable laws.

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 DOCUMENTS RELATING TO THE SALE OF SHARES IN ACCORDANCE WITH SUCH TERMS AND CONDITIONS.

YES, I CERTIFY

NO, I DO NOT CERTIFY