May 2008

Vivendi held a shareholders' meeting at the Carrousel du Louvre in on Thursday April 24, 2008. Almost 2,000 people attended, and a quorum of 51.37% was achieved. All 21 resolutions were adopted.

Mr Fourtou stressed 's commitment to ethics and control. He also praised the Group's two management bodies and spoke of the Supervisory Board’s injection of new blood.

Dual management structure welcomed

The Supervisory Board expressed its approval of the Risk Committee created by the Management Board to identify and prevent risks likely to affect the achievement of Group objectives. Presided over by the chairman of the Management Board, this committee met three times in 2007 and once so far in 2008 (January). Operational entities are invited to attend when topics affecting them are on the agenda. The committee notifies the Vivendi Supervisory Board's Audit Committee of its main conclusions and recommendations. Your company has a dual management structure comprising a Supervisory Board and a Management Board. We are very satisfied with this formula, which enables us to involve the heads of all segments on the Management Board. I believe that relations between the Management Board, the Supervisory Board and its committees are excellent.

A rejuvenated Supervisory Board

Your Supervisory Board currently comprises 11 members, nine of them independent in the sense of the AFEP-MEDEF report. Subject to your agreement, it is about to welcome two new independent members:

- Jean-Yves Charlier, CEO of Promethean (aged 44). - Philippe Donnet, Wendel's CEO for the Asia-Pacific zone and non-executive chairman of the Board of AXA Japan Holdings (aged 47).

You will note that they are younger than the current members of the Supervisory Board. Since the arrival of Mehdi Dazi last year, we have gradually and deliberately been introducing a new generation of "quadras" to ensure that our values are perpetuated in the Group's ongoing management.

Pierre Rodocanachi then took the floor. He explained how the Human Resources Committee functions, and spoke about the remuneration of members of the Management and Supervisory Boards as well as Vivendi's policy for allocating stock options and bonus shares.

Jean-Bernard Lévy looked back at the five acquisitions embarked upon by Vivendi in 2007. He said that, despite these structuring operations and solid results, Vivendi's share price had dropped, but stressed that it had performed better than media stocks in general. He emphasized the Group's active involvement in sustainable development.

Vivendi: leader in digital entertainment

Universal Music Group

We have invested in – and are launching – new services and artists, although piracy continues to have an impact on the sector. We are managing better than our competitors, however: we are winning market share and continue to be highly profitable, with an operating margin of 12%. Our strategy is clear: to be the leader in music entertainment.

Canal+

The Canal+ Group underwent a major transformation in 2007 as a result of the merger of Canal+ and TPS. The operation has been a great success. Canal+ is fully on track to meet the ambitious growth and profitability goals set for 2010: revenue of €5 billion with a margin of 20%. At the beginning of 2008, Canal+ renewed its rights to cover the French football championships under very satisfactory conditions.

SFR

SFR's subscriber base grows every year – it is clearly France's leading innovator in the field of mobile telephony. It was the first to launch unlimited mobile Internet access with its Illimythics offers, which created a real revolution in mobile phone usage. Today, nearly two-thirds of French subscribers to packages are with SFR. According to the regulator, SFR leads the rankings for service quality as perceived by its customers – for the fourth consecutive year!

Maroc Telecom In 2007, Maroc Telecom was faced with the arrival of a new competitor. It nevertheless maintained very high growth in mobiles and has continued to achieve excellent results. Maroc Telecom has demonstrated its effectiveness in Morocco, and has also expanded into Gabon and Burkina Faso. My hope is that Maroc Telecom will go on to develop in other African countries.

Vivendi Games is identified with World of Warcraft, whose success continues unabated. We won a further two million subscribers last year, a revolution in the world of video gaming. A few years ago, Vivendi was a minnow in this sector, but it has recently merged with a major player: Activision. The merger means that the new company, Activision Blizzard, is now the world's leading publisher of video games.

Des acquisitions stratégiques We were extremely active in 2007. Revenue looks set to increase by 50% in three years, from €20 billion in 2006 to €30 billion in 2009. We have been involved in five acquisitions, an expression of our intention to boost each of our activities. With Universal Music, we acquired music publisher Bertelsmann and service company Sanctuary in the United Kingdom. TPS merged with the Canal+ group to create Canal+ France. We have also been very active with Maroc Telecom, acquiring 51% of the historic telecom operators in Gabon and Burkina Faso.

At the end of 2007, we announced the following two major strategic projects:

Activision Blizzard The Activision operation is in line with our clear strategic goal of becoming the benchmark for video games, a position we currently occupy in the music entertainment sector. For us, this is a significant investment in a rapidly expanding sector, with annual growth that very regularly reaches 15%. The video gaming business also has high margins: our goal is for Activision Blizzard to achieve an operating margin of over 20%.

We are in the process of preparing for the next general meeting of Activision shareholders, at which the merger will become definitively settled. We will then launch a takeover by bidding for a portion of Activision's stock to take our shareholding to about 60% of the capital.

SFR/Neuf Cegetel

We intend to make SFR/Neuf Cegetel a benchmark player to compete with France Telecom in all fields, for both fixed-line and mobile telephony. This merger will enable us to create a business with revenue of €12 billion, a significant sum. The merger of Neuf Cegetel and SFR will make us more substantial, enabling us to boost our investment in optical fiber networks. From this point of view, the operation has come at an opportune moment, as we are seeing mobile Internet really take off. As of today, we hold a 68% share in Neuf Cegetel. Regulations require us to lodge a takeover bid to acquire the remaining minority shareholding of 32%, something we will be doing shortly.

Results show strong growth

I have retraced Vivendi's results over the past six years, and there is no need for commentary on the path the Group has followed. We will be paying a dividend of €1.30 per share for 2007 (an increase of 8.3%), which represents just over 50% of the Group's profit. From this point of view, Vivendi is above average for CAC 40 companies, which generally distribute 35-40% of their profits.

Difficult financial markets

We are disappointed with the change in our share price; however, we know that the financial crisis is hitting all markets. In the past three years (i.e. since we changed the Group's governance structure, bringing in the Supervisory and Management Boards) the market has tended to see our results in a much more positive light than those of the telecoms and media sectors, which have been relatively neglected on the stock exchange. Since the end of 2006, Vivendi has been performing in line with the CAC 40, not as well as stocks in the telecoms sector but a lot better than media stocks.

A resolute commitment to sustainable development

We are resolutely committed to sustainable development. Of course, Vivendi does not have a factory, and our Group pollutes neither air, nor water, nor the ground. Nevertheless, our activities have a major social impact and we are keen to make allowances for all the ways in which our actions impact society, the economy and the environment. As a Group producing and distributing content, we have decided that our specific aims should follow three lines of development:

- Protecting youth. - Promoting cultural diversity. - Sharing knowledge.

First of all, we have entered into partnerships to analyze the impact of our actions on society. These partnerships have been concluded with both international and local organizations. Our goal is also to promote sustainable development among our staff and our shareholders. Our award-winning Sustainable Development Report, which was sent to all shareholders, demonstrates the importance we attach to this topic.

Secondly, we have been holding meetings with financial institutions. An increasing number of funds are specializing in investing in companies that have adopted a specific approach to sustainable development. Our aim is to become one of these companies

Thirdly, we are keen on heightening our individual shareholders’ awareness of these issues via communications at the general meeting and our Sustainable Development Report.

Commitments for 2008

The first commitments we must honor are those we have made to consumers and customers. We have several million subscribers worldwide, and our goal is to continue providing them with the best services by capitalizing on the phenomena of mobility and broadband. We are also committed to achieving superb operational performance, with growth in profit comparable to that of 2007. Finally, we aim to continue delivering high dividends to shareholders, i.e. .at least 50% of adjusted income.

Priorities for 2008

First and foremost, we had to win the tender for broadcasting France's First League football matches. Not only did we obtain these retransmission rights, but we also saved 23%. We must then get the integration of SFR and Neuf Cegetel underway as soon as possible. The Group must also finalize the merger between Vivendi Games and Activision, which will lead to the establishment of Activision Blizzard in the next

Mr Capron spoke about the record margin achieved in 2007 by Vivendi, as well as controlling investment and debt. He also stated that, in an uncertain business environment, the economic climate and variations in dollar/euro exchange rates are having very little impact on Vivendi's performance.

A record margin

In 2007, revenue, operating income and net income all increased by 8%. Net adjusted income rose to €2.8 billion. We established a new record for the third consecutive year, and invested in activities with high margins. After a significant increase in margins in 2006 – operating margin rose from 20.5% to nearly 22% – high growth in revenue did not prevent us from achieving a new record margin.

Controlled financing

At the end of 2007 (prior to financing the acquisition of Activision and Neuf Cegetel), debt was well under control at €5.2 billion. This included our commitments to TF1 and M6 in relation to their holdings in Canal+. Cash debt, therefore, was in fact only €4 billion. The acquisitions ahead of us will raise de debt level, but at the very beginning of the year we negotiated financing of €3.5 billion under conditions that, in retrospect, appear to have been particularly favorable.

I would like to add that we have – so as to avoid depending exclusively on banks – turned to the bond market, launching borrowings of $1.4 billion in March-April of this year. This has made it possible to maintain sufficiently long- term financing and a level of security that we believe is indispensable for Vivendi's continued growth.

Solid growth dynamics

To conclude, points worth noting with regard to our financial situation are as follows. Firstly, we are involved in dynamic growth. This year, revenue increased by 8%, because we had not yet included the operations mentioned above, i.e. the acquisition of Activision and Neuf Cegetel. And we have only partly integrated the beneficial impact of some earlier operations, such as BMG Publishing. In 2009, once these operations have been fully completed and integrated, we will be heading toward revenue of €30 billion.

Low sensitivity to economic growth and the dollar

Another point to remember is Vivendi's low sensitivity to economic cycles and dollar fluctuations. We are in the subscription business. Our consumers are loyal: they are not people who come and go or who can postpone their purchase for a month, as may be the case for other domestic consumption-oriented activities.

As far as the dollar is concerned, we do have sales in that currency, particularly music and games, but we also have very substantial cost structures in dollars. We are not currently suffering from the particularly high level of the euro.

Questions for Jean-Bernard Lévy

The chairman of the Management Board answered What are the prospects of developing your music questions from shareholders at the general meeting of entertainment activities? 24 April. Jean-Bernard Levy: Music is a very difficult market, because many people are turning to piracy – which is What synergies will arise from the merger totally illegal – and are not paying for the music they between SFR and Neuf Cegetel? are listening to. We are expecting much from the law adopted this year by parliament. It is up to us to Jean-Bernard Lévy: The merger has now been attract people to services where they pay for the music conclusively approved, so Neuf Cegetel and SFR can they listen to, whether in the form of discs, downloads thus work together to identify cost synergies. We will or pay subscription services. In this difficult market, communicate more details on potential synergies this we are managing to win market share. In France in summer. In the long term, revenue synergies will be particular, is turning in a really most significant, because the Group formed via this remarkable performance. UMG is earning money, merger will be in a better position when it comes to generating funds and contributing to our ability to pay developing optical fiber. We believe that SFR-Neuf you this fairly substantial dividend of €1.30. We are Cegetel is capable of winning market share from continuing the struggle against piracy and believe France Telecom. These synergies will emerge there is a good chance that, in the end, we will gradually. succeed in attracting many of the people who have been seduced by piracy (and are not currently paying

When will Canal+ be as profitable as the group's for their music) back to loving music in a legal other activities? manner!

Jean-Bernard Levy: When came on the scene, Canal+'s contribution to EBITDA was negative (-€500 million). We needed to rectify the Canal+ accounts, and the company is now showing much greater profitability. Our revenue and profitability improved in 2007, although we will have to bear costs related to the integration of the two new structures. These transition costs will disappear, and our goal is to take Canal+ up to a 20% operating margin, i.e. the average operating margin of Vivendi businesses. Today, we must acknowledge and appreciate the exceptional extent of the effort that is being expended in order to achieve this goal. Canal+ has regained the dynamism of its best years and is investing in content and services to pursue its growing profitability.

14 May: Payment of dividend 14 May: Revenue and results for the first quarter of 2008 5 June: Sustainable Development Conference* 1 September: Results for the first half of 2008 21 & 22 November: Actionaria show in Paris 4 & 5 December: Investment Forum in Nice

* To participate, please contact Shareholder Information Services

The dividend paid by Vivendi for the 2007 financial year is €1.30 per share,to be paid on 14 May 2008.

The dividend is eligible for the 40% allowance received by natural persons domiciled in France, as provided in Article 158- 3 2e of the French General Tax Code.

This letter was written by the Shareholder Relations Department

> The Shareholder Newsletter is published by Vivendi's Corporate Communications Department

Important disclaimer This document contains forward-looking statements with respect to the financial condition, results of operations, business, strategy and plans of Vivendi. Although Vivendi believes that such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance. Actual results may differ materially from the forward-looking statements as a result of a number of risks and uncertainties, many of which are outside our control, including, but not limited to the risk that Vivendi will not be able to obtain the necessary regulatory approvals in connection with certain transactions as well as the risks described in the documents Vivendi filed with the Autorité des Marchés Financiers (French securities regulator) and which are also available in English on our web site (www.vivendi.com). Investors and security holders may obtain a copy of documents filed by Vivendi with the Autorité des Marchés Financiers at www.amf-france.org, or directly from Vivendi. The present forward-looking statements are made as of the date of the present document and Vivendi disclaims any intention or obligation to provide, update or revise any forward- looking statements, whether as a result of new information, future events or otherwise.