Vivendi Universal Canada Inc. - MRRS Decision

Headnote

Mutual Reliance Review Systemfor Exemptive Relief Applications - as a result of a Plan ofArrangement, issuer has two beneficial holders of equity securities- following Plan of Arrangement, issuer entered into consentsolicitation and tender offer and acquired over 94% of the principalamount of all debt securities outstanding - following consentsolicitation and tender offer, issuer has 93 beneficial holdersof debt securities in Canada - issuer deemed to have ceasedbeing a reporting issuer.

Applicable Ontario StatutoryProvisions

AND

AND

MRRS DECISION DOCUMENT

WHEREAS the local securitiesregulatory authority or regulator (the "Decision Maker")in each of British Columbia, Alberta, Saskatchewan, Ontario,Nova Scotia and Newfoundland and Labrador (collectively, the"Jurisdictions") has received an application fromVivendi Universal Canada Inc. (the "Filer"), formerlyThe Seagram Company Ltd., for a decision under the securitieslegislation of the Jurisdictions (the "Legislation")that the Filer be deemed to have ceased to be a reporting issuerunder the Legislation;

AND WHEREAS under theMutual Reliance Review System for Exemptive Relief Applications(the "System"), the Ontario Securities Commissionis the principal regulator for this application;

AND WHEREAS the Filerhas represented to the Decision Makers that:

1. The Filer was formed underthe laws of Canada and is a reporting issuer in each of theJurisdictions.

2. The Filer's registeredoffice is located in Toronto, Ontario;

3. The authorized capitalof the Filer consists of an unlimited number of common shares(the "Common Shares") and an unlimited number ofpreference shares issuable in series. As at December 7, 2000,the day before completion of the Plan of Arrangement describedbelow, the Filer had issued and outstanding 444,994,523 CommonShares and no preference shares.

4. Vivendi S.A., the Filerand certain other companies entered into a Merger Agreementmade as of June 19, 2000, which required, among other things,certain of the parties to effect a Plan of Arrangement underwhich Vivendi Universal S.A. ("Vivendi Universal"),a successor corporation to Vivendi S.A., would indirectlyacquire all of the issued and outstanding shares of the Filer,other than those held by validly dissenting shareholders,which shareholders were entitled to receive fair value fortheir shares or to withdraw their dissent and receive AmericanDepository Shares of Vivendi Universal ("Vivendi UniversalADSs").

5. The securities of the Filerremaining outstanding following completion of the Plan ofArrangement and that were previously publicly offered andare not held by Vivendi Universal or its affiliates are comprisedof four classes of debentures (the "Debentures"),and a class of Adjustable Conversion-rate Equity SecuritiesUnits (the "Units"). Each Unit consists of (1) acontract to purchase, on June 21, 2002, 0.7535 Vivendi UniversalADSs and (2) a subordinated deferrable note issued by JosephE. Seagram & Sons Inc., a subsidiary of the Filer.

6. The Debentures were offeredby way of prospectus in the United States but were never offeredin Canada. The Units were publicly offered in the United Statesbut there is no record of the Units having been offered inCanada.

7. After completion of thePlan of Arrangement, the Filer completed a series of tenderoffers and consent solicitations (the "Tender Offers")for the Debentures and Vivendi Universal completed an exchangeoffer and consent solicitation (the "Exchange Offer")for the Units.

8. Pursuant to the TenderOffers and the Exchange Offer, holders of Debentures and Unitsrespectively, were advised that one of the purposes of theTender Offers and the Exchange Offer was to eliminate theFiler's reporting requirements with the United States Securitiesand Exchange Commission (the "SEC") and that ifthe Tender Offers and the Exchange Offer were successful,the indentures under which the Debentures and Units respectively,were issued would be amended to eliminate, among other things,the covenant on the part of the Filer to file periodic financialreports with the SEC. A similar statement was made in thepress release issued concurrently with the making of the TenderOffers and the Exchange Offer.

9. Pursuant to the TenderOffers and the Exchange Offer, holders of Debentures and Unitsrespectively, were further advised that if the Tender Offersand the Exchange Offer were successfully completed, the resultingamendments to the trust indentures would be binding on allnon-tendering holders of Debentures and Units.

10. The indentures containa provision that, with the consent of not less than a majorityin principal amount of each class of Debentures or Units,the Trustee may subject to certain limitations, enter intoa supplemental indenture for the purpose of adding provisionsto, changing in any manner or eliminating any provisions ofthe respective Indentures of each class of Debentures or Units,or modifying in any manner the rights of the registered holdersof such class of Debentures or Units.

11. The indentures governingthe Debentures and the Units do not contain any provisionrequiring the Filer to file any financial or other informationwith a Decision Maker in any Jurisdiction. The indenturesgoverning the Debentures and the Units do not contain anyprovision requiring the Filer be a reporting issuer or theequivalent in any Jurisdiction.

12. After completion of theTender Offers and the Exchange Offer, of the US$800 millionprincipal amount of the Debentures originally outstanding,only approximately US$52.6 million remains outstanding andof the 20,025,000 Units originally outstanding, only approximately398,894 Units remain outstanding.

13. To the Filer's knowledge,as at July 16, 2001, there were eighty-nine (89) beneficialholders of Debentures resident in Canada, of which fifty-three(53) beneficial holders of Debentures were resident in Québec,twenty (20) beneficial holders of Debentures were residentin Ontario, nine (9) beneficial holders of Debentures wereresident in British Columbia, six (6) beneficial holders ofDebentures were resident in Alberta and one (1) beneficialholder of Debentures was resident in Prince Edward Island.These Canadian beneficial holders of Debentures held an aggregateof approximately US$4.0 million principal amount of Debentures,which is less than one-half of one percent (.5%) of the originaloutstanding principal amount of the Debentures and less thaneight percent (8%) of the current outstanding principal amountof the Debentures.

14. To the Filer's knowledge,as at February 9, 2001, there were four (4) beneficial holdersof the Units resident in Canada, all of whom were residentsof Ontario.

15. The Common Shares weredelisted from trading on the Toronto Stock Exchange, the NewYork Stock Exchange and the London Stock Exchange on December8, 2000. The Units were delisted from the New York Stock Exchangeon December 28, 2000. No securities of the Filer are listedor quoted on any exchange or market in Canada or elsewhere.

16. The Filer is no longersubject to reporting requirements under the SecuritiesExchange Act of 1934 of the United States of America orthe indentures under which the Debentures or the subordinatednotes comprising part of the Units were issued.

17. Other than the Debenturesand the Units, the Filer has no securities outstanding notowned directly or indirectly by Vivendi Universal.

18. As of February 9, 2001,the Filer is not in default of any requirements under theLegislation.

19. The Filer has more than15 securityholders in Québec and the Commission desvaleurs mobilières du Québec has granted theFiler relief from the continuous disclosure requirements ofthe Securities Act (Québec) applicable to theFiler other than: (1) the filing of material change reports;(2) the filing of insider trading reports relating to tradesof the Debentures and the Units; and (3) the holding of meetingsof holders of the Debentures and the Units.

20. The Filer has no presentintention of seeking public financing by way of an offeringof its securities.

AND WHEREAS under theSystem, this MRRS Decision Document evidences the decision ofeach Decision Maker (collectively, the "Decision");

AND WHEREAS each of theDecision Makers is satisfied that the test contained in theLegislation that provides the Decision Maker with the jurisdictionto make the Decision has been met;

THE DECISION of the DecisionMakers under the Legislation is that the Filer is deemed tohave ceased to be a reporting issuer under the Legislation.

June 11, 2002.

"Paul Moore"                    "HaroldP. Hands"