Vivendi Universal S.A. - ss. 74(1)

R.S.O. 1990, c.S.5, AS AMENDED (the "Act")

UPON THE application (the "Application") of Vivendi Universal S.A. ("Vivendi Universal") to the Ontario Securities Commission (the "Commission") for a ruling pursuant to subsection 74(1) of the Act that the distribution by Vivendi Universal of American Depository Shares of Vivendi Universal ("Vivendi Universal ADSs") in connection with Vivendi Universal's offer (the "Offer") to holders of Adjustable Conversion-rate Equity Securities Units (the "Units") issued by The Seagram Company Ltd. ("Seagram") shall not be subject to sections 25 and 53 of the Act;

AND UPON considering the Application and the recommendation of the staff of the Commission;

AND UPON Vivendi Universal having represented to the Commission that:

1. Vivendi S.A., Seagram and certain other companies entered into a Merger Agreement made as of June 19, 2000, which required the parties to effect a Plan of Arrangement under which Vivendi Universal, a successor corporation to Vivendi S.A., would indirectly acquire all of the issued and outstanding shares of Seagram by way of Plan of Arrangement.

2. Vivendi Universal is a company incorporated under the laws of the Republic of France.

3. The Ordinary Shares of Vivendi Universal trade on the Premier Marché of the Paris Bourse. The Vivendi Universal ADSs trade on the New York Stock Exchange.

4. Vivendi Universal is subject to the reporting requirements applicable to foreign private issuers under the United States Securities Exchange Act of 1934 and is not exempt therefrom.

5. The principal predecessor company of Seagram was formed in Canada in 1928. Seagram is governed by the Canada Business Corporations Act. Seagram is a reporting issuer or its equivalent in each of the provinces and territories of Canada in which that concept exists.

6. The Plan of Arrangement was completed on December 8, 2000. As a result of the completion of the Plan of Arrangement, Vivendi Universal, through two subsidiaries, acquired all of the issued and outstanding common shares of Seagram other than those held by dissenting shareholders, which shareholders are only entitled to receive fair value or to withdraw their dissent and receive Vivendi Universal ADSs.

7. As at the date of closing of the Plan of Arrangement, the Seagram Units were outstanding.

8. At the time the Units were issued, each Unit consisted of a purchase contract to purchase common shares of Seagram and a subordinated note of Joseph E. Seagram & Sons, Inc. a subsidiary of Seagram, that is guaranteed on a subordinated basis as to payment of principal and interest by Seagram. In 1999, 20,025,000 Units were issued at an initial public offering price of US$50.125 per Unit.

9. The Units were not offered by way of prospectus in Canada. A small number of Units were, however, sold to Ontario persons under the private placement exemptions in the Act.

10. There are no registered holders of the Units in Canada and Vivendi Universal is aware of only four beneficial holders of Units in Canada, all of whom are in Ontario.

11. The Units were listed on the New York Stock Exchange, but were delisted effective December 28, 2000.

12. Upon completion of the Plan of Arrangement and pursuant to the terms of the purchase contract agreement, Vivendi Universal executed and delivered to the purchase contract agent a supplemental agreement that evidenced Vivendi Universal's agreement that the purchase contracts are now purchase contracts for Vivendi Universal ADSs.

13. Pursuant to the purchase contract agreement, each purchase contract underlying a Unit now requires the holder of that Unit to purchase on the stock purchase date of June 21, 2002, for cash in an amount equal to US$50.125, a number of Vivendi Universal ADSs equal to the settlement rate unless the holder elects early settlement.

14. Vivendi Universal has made the Offer for all of the issued and outstanding Units. The Offer is not being extended in those jurisdictions where the Offer would be unlawful.

15. The consideration under the Offer is Vivendi Universal ADSs and cash.

16. Vivendi Universal is not a reporting issuer in Ontario and has no intention of becoming a reporting issuer.

17. As the Units allow a holder to acquire Vivendi Universal ADSs, the Offer constitutes an issuer bid by Vivendi Universal for its own securities.

18. In connection with the Offer, each holder of the Units will receive, among other documentation, a Prospectus and Consent Solicitation (the "Prospectus") filed by Vivendi Universal with the United States Securities and Exchange Commission (the "SEC") pursuant to a Registration Statement on Form F-4. The Prospectus provides disclosure with respect to the business and operations of Vivendi Universal.

19. The issuer bid is exempt from sections 95 to 98 and section 100 of the Act by virtue of paragraph 93(3)(h) of the Act.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

IT IS RULED pursuant to subsection 74(1) of the Act that the distribution of Vivendi Universal ADSs pursuant to the Offer shall not be subject to sections 25 and 53 of the Act, provided that the first trade in Vivendi Universal ADSs acquired pursuant to this ruling shall be a distribution unless such trade is executed on an exchange or market outside Canada.

February 9, 2001.

Howard I. Wetston, R. Stephen Paddon