Vivendi Universal SA

Pursuant to Article 102.3a) of Legislative Decree 58/1998, Consob has ordered the precautionary suspension for 90 days of the Vivendi Universal SA bond exchange tender offer (Resolution No. 14370 of 23 December 2003).

It has emerged that Italian custodians have been notified via the Clearstream central securities depository of the offer by Vivendi Universal SA to exchange EUR 9.50 Vivendi Universal (REGS) 03-2010 bonds, Common Code 016578568 ISIN Code XS0165785683, for newly issued EUR 9.50 Vivendi Universal (EXCH) 03 - 2010 bonds, Common Code 017379780, ISIN Code XS0173797803.

The information gathered indicated that there was a well-founded suspicion that the operation was being carried out in violation of the applicable law. In particular, it appeared to constitute an exchange tender offer as defined in Article 1.1v) of Legislative Decree 58/1998.

The order is based on the fact that Consob has no record of having received either notice of such a tender offer or a copy of the offer document to be published, as required by Article 102.1 of Legislative Decree 58/1998. (In Consob Informa n. 50/2003 - 29 December 2003)

In the light of the results of its investigations, Consob has decided that the provisions of Legislative Decree 58/1998 regarding public cash and exchange tender offers do not apply to the bond exchange offer made by Vivendi Universal SA. The reason for the decision is that the offer in Italy was directed at less than 200 investors, the limit for exemption established by Article 1.1a) of Consob Regulation 11971/1999 on issuers. (In Consob Informa n. 13/2004).