Paris, April 10 2008

Exchangeable bonds for Sogecable shares


Important disclaimer


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.

This press release may not be published, distributed or transmitted in the United States (including its territories and dependencies, any state of the United States and the district of Columbia).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 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.

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 Società 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, regulations and instructions of the Bank of Italy.

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.


I FURTHER CERTIFY 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 PRESS RELEASE IN ACCORDANCE WITH SUCH TERMS AND CONDITIONS.


YES, I CERTIFY

NO, I DO NOT CERTIFY