Letter to our shareholders

CONTENTS

The key figure The adjusted earnings before interestand income taxes (EBITA) recorded byVivendi during the first 6 months of2009, up by 12.9% compared to thesame period in 2008. The group confirmsits annual objective of achieving stronggrowth in adjusted net earnings.

Results• Vivendi reports solidperformance during first6 months of 2009Pages 2-3• Vivendi announces promis-ing partnership in BrazilPage 3

Strategy in action• Shareholder CommitteeestablishedPage 4

Initiatives• Vivendi creates the VivendiTrophy with SeverianoBallesteros• In briefPage 5

Sustainable development• Cultural diversity, a majorchallenge in sustainabledevelopment• In briefPage 6

Shareholders’ review• Toulouse: 500 privateshareholders meet• Rendezvous• Focus on the Olympia• Contact usPage 7

Shareholders’ questionsPage 8

October 2009

Ladies and Gentlemen, Dear Shareholders,

Vivendi delivered a very solid performance in the first half of

2009 in a tough environment. The Group is successfully

weathering the current economic slowdown, which is having

a real but limited impact. Vivendi is unique thanks to its

subscription-based model, leadership in its markets and high-quality, innovative,

creative products and services. Our businesses are young and enjoy substantial

growth opportunities due notably to the digital revolution.

In the first half 2009, SFR increased its market share in the fixed/ Internet

and mobile segments. Canal+ Group has significantly improved its economic

performance. Activision Blizzard delivered outstanding results in a challenging

market. These achievements reflect the success of Vivendi’s strategic choices.

We continue to invest and innovate in order to respond to changing consumer

demands in an environment of rapid technological advances. At the same time,

current economic conditions reinforce the need for strict cost control. Our

constant priority is to continue to maximize shareholder interest and to maintain

the dividend at a high level.

I confirm the 2009 full-year target in current conditions: strong EBITA growth.

In thanking you once again for the confidence you place in us, I trust you will enjoy

reading this newsletter.

Jean-Bernard LévyChairman of the Management Board

€2.90 bn

Letter to our shareholders

Thanks to the excellent perform-ance of Activision Blizzard andCanal+ Group, Vivendi, theFrench group and worldwidemarket leader in communica-tions, stood up well within adifficult environment during thefirst six months of 2009: adjustedearnings before interest andincome taxes (EBITA) grew by12.9% compared to the sameperiod the previous year.

Vivendi stood up well within a difficultenvironment during the first six months of2009. Turnover rose by 17.0%, to reach13,178 billion euros, while adjusted earn-ings before interest and income taxes(EBITA) increased by 12.9% to 2,899 billioneuros. Given this strong performance in thefirst half of the year, Vivendi has confirmedits objective of achieving strong annualgrowth in adjusted earnings before interestand income taxes (EBITA) and indicated thatit will continue to pay out high dividends.

Significant releases plannedfor this autumnBuoyed by the success of Call of Duty, Gui-tar Hero and World of Warcraft, Activision

Blizzard saw its EBITA rise to 373 millioneuros during the first six months of 2009.During this period, it was the leading inde-pendent publisher of video games inNorth America. The next few months alsolook highly promising, with the releasesof Infinity Ward’s Call Of Duty: ModernWarfare 2, Guitar Hero 5, DJ Hero, BandHero and Tony Hawk: RIDE. ActivisionBlizzard has confirmed its 2009 objectiveof returning €0.63 per diluted share on anon-GAAP basis.

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Results

Vivendi reports solid performanceduring first six months of 2009

Turnover

€13.18bn+17.0%

EBITA (1)

+€2.90bn+12.9%

Adjusted net earning (1)

€1.47bn+0.9% (2)

Confirmed 2009outlook:

strong growthin EBITA(1)

(1) Please visit www.vivendi.com for a definition of adjusted net earnings. (2) + 8.1% in the second quarter

Hit by the fall in recorded music, anunfavourable mix-product and restructur-ing costs in recorded music, EBITA at Uni-versal Music Group fell by 18.5% com-pared to the same period during 2008, to211 million euros. Its best sellers includedalbums by U2, Eminem, Black Eyed Peasand Lady Gaga. Worthy of mention is thefact that the latter – a young, Americanfemale singer – sold more digital albumsthan physical ones in the United States!

Universal Music Group continues to developbeyond its traditional business of sellingrecorded music. Partnerships have beenformed with YouTube, to launch VEVO(a music video site), with the rights-holdersto Frank Sinatra’s catalogue, and withFormula 1, to organise a series of concerts

“Numerous gamesreleases are scheduled

for the comingmonths”

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FIRST SIX MONTHS PERFORMANCE 2009

GROWTH

called F1 Rocks. Lastly, Bravado, the mer-chandising subsidiary of Universal MusicGroup, has signed agreements with theRolling Stones and with the rights-holdersof Michael Jackson’s catalogue.

SFR, leader in ADSL sign-upsSFR recorded a strong performance interms of sales: by the end of July, 280,000iPhones had been sold since the productwas launched, on 8 April 2009. Overall,559,000 net new mobile customers signedup with the company, giving it a marketshare of 39% in net subscription salesduring the second quarter of 2009! More-over, 275,000 additional broadband internetcustomers were recorded in the first sixmonths of 2009. During the second quarter– for the first time in its history – SFR wasleader in net ADSL sales. Within such acompetitive market, SFR’s profitabilityshows that it is more than capable of hold-ing its own: adjusted net earnings amount-ing to 1,296 million euros, down by 3.3%compared to the first six months of 2008,affected by an increase in the cost of

period the previous year. Itsperformance was supported by significant

improvements in the profitabilityof Maroc Telecom’s sub-

sidiaries, which report-ed earnings beforeinterest and income

taxes of 397 milliondirhams, against 16 mil-

lion dirhams in the first sixmonths of 2008. Elsewhere,

Maroc Télécom Group contin-ued to expand in Africa by com-

mencing operations in Mali, in July2009.

Finally, EBITA at Canal+ Group grewstrongly by 34.5% compared to the first sixmonths of 2008, to reach 472 millioneuros. Synergies associated with the closerlink to TPS and the success of new optionsoffered to subscribers (HD, second receiver,recording…) explain this excellent perform-ance. Furthermore, profitability at Studio-Canal benefited from the integration ofGermany-based Kinowelt, and its successesin the cinema. �

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“280,000 iPhonessold sincethe beginningof April 2009”

Vivendi announces promising partnership in BrazilVivendi has never made a secret of its desire to develop in emerging nations showing strong growth. That wish now becomea reality with the agreement signed with Swarth and Global Village Telecom Holland. Together, these two companies controlthe Brazilian telecommunications operator GVT, and Vivendi is to launch a friendly takeover bid for 100% of their equity. Thelaunch of the bid is subject to certain conditions (approval by shareholders in GVT of the non-application of the anti-takeovermechanism, due diligence of confirmation…). Swarth and Global Vision Telecom Holland have undertaken to offer up aminimum of 20% of the 30% of shares they hold.GVT is an alternative telecommunications operator for landline and the internet. It possesses the most modern network inBrazil and ranks as leader in new-generation services (broadband, IP, video…). As of June 30, 2009, it had 2.3 million lines and700,000 customers. Between 2006 and 2008, the company recorded annual growth of 31.1% in turnover and 40.2% in adjust-ed Ebitda. Its adjusted Ebitda margin amounted to 38% during the first six months of 2009, with turnover of around 800 milliondollars for the 12 months to 30 June 2009. Its growth is not expected to slow over the next few months. GVT will be able todraw on Vivendi’s expertise and strengths to accelerate its growth. In addition, Brazil is a promising market: it ranks as theworld’s ninth-largest economic power, fifth-largest in terms of demography and its GDP is forecast to grow by 4% during 2010.

recruiting andretaining customers.

Despite significant efforts made in salesand in growing its network, Maroc Télé-com Group recorded EBITA of 586 millioneuros, up slightly by 0.3% in the first sixmonths of 2009 compared to the same

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and women. Vivendi is strongly committedto a policy of sustainable development thatrespects cultural diversity, including that ofpeople. One student also sits on the com-mittee, as I consider it essential to listen toupcoming generations.

What message do you want to sendout to private shareholders?

We want to thank current shareholders ofthe group for their loyalty and make otherswant to invest in Vivendi. Thanks to itsleadership positions in video games,music, telecommunications and television,and thanks to its unique business model,our group possesses significant assets thatwe want to tell all our shareholders about,whatever their ability to invest. �

Strategy in action

Creation of the shareholders’ committeeThree questions for Jean-Bernard Lévy, Chairman of the Management Board, on the initiative of this project.He outlines to us the principal challenges.

Why did Vivendi decide to create ashareholders’ committee?

As a world leader in communications andentertainment, Vivendi needed to maintaina dialogue with and listen closely to theneeds of its private shareholders. Thiscommittee will enable us to be closer toour shareholders and understand theirexpectations, needs and opinions. Thanksto the committee, we will be able to addsubstance to our communications with pri-vate shareholders.

What are the principal criteria appliedin selecting members?

We wanted to reflect the diversity of Viven-di’s shareholder base. The members of thecommittee represent a range of businesses

and professions and are drawn fromthroughout France. Likewise, we felt itimportant to respect equality between men

Letter to our shareholders

No shortage of candidatesOn April 30, 2009, Jean-Bernard Lévy, Chairman of the Management Board, announced to the annual meeting ofshareholders that a Vivendi shareholder committee was to be set up.Many candidatures were received, over thirty of which were considered by the company’s communications managementteam. Many of the applications were from highly motivated, passionate shareholders, although it did not prove possible torespond to all of them in the affirmative. Just nine people were selected. So as to maintain respect for diversity and the var-ied nature of private shareholders in the group, the committee includes four women, five men, fourpeople who live outside Paris (Lille, Reims, Macon and Narbonne) and five who live within or near to the capital.

Regions well representedMany professions are represented within the committee, which also includes one student. Two employee shareholders,who work for SFR and Canal+ respectively, were also selected.The committee held its first meeting on September 22. Following a brief presentation of the performance and strategyof Vivendi, the members focussed on the company’s business and sustainable development reports, as well as on the letterto shareholders and the introduction of new communications tools.Two or three meetings are to be held every year, in particular following the announcement of first-half results and priorto the shareholders’ general assembly.

Jean-Bernard LévyChairman of the Management Board

EN BREF...With Lady Gaga, UMG recordeda new victory in the digital age.In the United States, the singersold more music digitally than inphysical formats.

Activision Blizzard has a signifi-cant catalogue of new video gamesin the pipeline. This autumn it is torelease Infinity Ward’s Call Of Duty,Guitar Hero 5, DJ Hero, Band Hero,Tony Hawk: RIDE and BakuganBattle Brawlers.

After Mauritania, Burkina Fasoand Gabon,Maroc Telecom Groupcommenced operations in Maliwhere, in July 2009, it wasappointed to manage the privatisa-tion of the national telecommunica-tions company, Sotelma.

Canal+ Group is once againcrossing borders, looking towardsmarkets offering major potential.Having launched a digital packagein North Africa in January, thegroup announced in June that itwas to launch a pay-TV platform inVietnam by the end of this year.

Enormous commercial successfor SFR which, as of the end ofJuly, had sold 280,000 iPhones,Apple’s flagship mobile phone.

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Between Septem-ber 24, and 27,2009, the bestplayers from conti-nental Europewere invited tocompete againsttop golfers fromBritain and Irelandon the prestigiousSaint-Nom-La-Bretèche course.International lyrenowned andlocated in theYvelines (Ile deFrance) depart-ment, the coursewas created in1959 by architectFred Hawtree.

The two teams,of ten players each, were led byDenmark’s Thomas Björn (aged 38, a prosince 1993, nine victories in Europe andtwo in Japan), and Ireland’s Paul McGinley(former footballer, aged 42, a pro since1991, four victories in Europe and numer-ous Top 10 finishes). Amateurs were alsoable to take part in the competitions overthe first two days.

Private shareholders in Vivendi, just like theinstitutional and financial communities,subsidiaries, partners and customers of thegroup, were invited to this major event. �

Initiatives

Vivendi creates the Vivendi Trophywith Severiano BallesterosOn September 24, on the course at Saint-Nom-La-Bretèche,Vivendi created the Viviendi Trophy with Severiano Ballesteros.The event, in which world-leading players participated, is a flagshipcontest on the European Tour.

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Wishing to create a major internationalsports event, Vivendi opted for golf anddecided to launch the Vivendi Trophy withSeveriano Ballesteros, along with Canal+Events, the sports events and marketingsubsidiary of Groupe Canal+.

A flagship event on the European tour, thecompetition is to be held every two years,in 2009 and 2011, alternating with theRyder Cup. In 2010 and 2012, Vivendi willalso be partnering Canal+ Events for theVivendi Celebrity Trophy, another officialcompetition on the European tour.

Letter to our shareholders

Emas certificationIn July 2009, Vivendi’s groupheadquarters was awarded EMAScertification – the European referencefor environmental system management– by France’s Ministry for Ecology,Energy, Sustainable Development andSea. The aim of this certification istwofold: to evaluate, improve andbetter report on Vivendi’s environmen-tal performance, and to support thegroup’s subsidiaries in making progress

towards identifying the nature of itsimpact on the environment.

Auteuil FoundationAs part of its Create Joy solidarityprogramme, Vivendi is supporting threeof the Auteuil Foundation’s projects,including “Festi-mobiles”. Within this,26 young people in France haveproduced short films using their mobilephone. A prize-giving ceremony toreward the best films was organised on

June 2, 2009 in Paris, with MichelVuillermoz, senior member of theComédie Française, as guest of honour.

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Vivendi promotes cultural diversitythroughout all its businesses. The encour-agement of varied repertoires, favouring ofdiversity of expression in films, promotionof local talent and preservation of assetsare objectives shared by all the group’sbusinesses. Within this context, Vivendi’ssustainable development managementteam this year met the association Diver-sum, which promotes the taking intoaccount of people’s cultural environment inpolicies of sustainable development.

In music, Universal Music Group has over50 labels, covering all musical genres andrepresenting many local repertoires. Since2006, Vivendi, along with Malian singer

Salif Keita, has also introduced a pro-gramme for the professional training ofsound engineers in Bamako.

For its part, Canal+ Group is a promoterboth of French filmmaking and numerousproject beyond the country’s borders. In2008, Studio-Canal worked with 14 Frenchproducers and 36 from outside France.

Sustainable development

Cultural diversity, a major challengefor sustainable development

IN BRIEF...

Salif Keita, an artist deeply involvedin sustainable development.

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Is the wealth of a country limited only to its economic weight?Absolutely not. As a precursor, in its convention which enteredinto force in March 2007, Unesco indicated that cultural diversityis a “fundamental element of the sustainable development ofcommunities, peoples and nations.” Vivendi shares and fiercelydefends this point of view.

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This year, Canal+ Group was also one ofthe leading partners of African cinema,with three co-productions: Coeur de Lion,by Boubakar Diallo from Burkina Faso,Wallaye, by the Guinean Gahité Fofana, -and Les Feux de Mansaré, by Senegal’sMonsour Wade.

Create Joy also forms part of the promo-tion of cultural diversity: Vivendi’s solidari-ty programme has supported a number ofprojects in France, the United States, theUK, Morocco, Mali and Burkina Faso, allwith the aim of encouraging young peopleto be creative.

Lastly, Vivendi makes every effort torespect linguistic diversity. Artists of Uni-versal Music France sing in 35 languages,the World of Warcraft and Guitar Hero:World Tour video games are available ineight and five languages respectively,StudioCanal uses 16 languages in thesubtitling of its films, and Menara, theMaroc Telecom internet portal, is availablein two languages. �

SHAREHOLDER CALENDAR OF EVENTSFocus

L’OlympiaA legendary venueon the Parisian scenesince its inauguration,on April 12, 1893, theOlympia is located at 28Boulevard des Capucines.

It is the oldest music hall still to operate in France’s capital city.Can-can dancer La Goulue, American dancer Loïe Fuller and imperson-ator Fregoli featured among its first stars.Nowadays, it’s easy to recognise the Olympia thanks to the giant redlettering on its façade. Following two years of refurbishment, it wasunveiled as completely rebuilt in 1997, retaining its superb auditoriumand famous hall.Equipped with state-of-the-art audiovisual technology, the Olympia has1,996 seats. Its programming schedule is highly diversified, with concerts,one-man acts, shows for children and musicals all on the agenda. 7

Meetings for private shareholdersSeptember 24, 25, 26 and 27at Saint-Nom-la-Bretèche:invitation to the Vivendi Trophy withSeveriano Ballesteros.

October 1, in Paris: visit to the Olympia.

November 20-21, in Paris: appearanceat the Actionaria exhibition.

To contact usShould you require information aboutVivendi, please contact our PrivateShareholder Information department:

by post: Vivendi, Private ShareholderInformation Department, 42 avenuede Friedland, Paris 75008, France

by email: shareholders@vivendi.com

or +33 (0)1 71 71 34 99if calling from outside France.

Toulouse

Close to 500 private shareholders gatherto talk with Jean-Bernard Lévy.Vivendi is looking to increasethe number of meetings it holdswith shareholders outside ofParis. Having organised ameeting in Lyon, with financialdirector Philippe Capron, andhaving been present at the NiceInvestment Forum, the groupwent on to visit Toulouse.

On September 10, Jean-Bernard Lévy,Chairman of the Management Board, metshareholders from the city of Toulouse andregion of Haute-Garonne. The event wasenormously successful, attracting close to500 people. Over the course of almost two

hours, shareholders were able to listen andtalk to Jean-Bernard Lévy, Chairman of theVivendi Management Board, in the hall ofthe Pierre Baudis conference centre. Jean-Bernard Lévy commented on the group’s

leadership positions, itsstrategy, the half-yearresults, the financialrobustness, its outlookand the latest strategicdeal struck, in Brazil.

Other projects have beenplanned for the comingmonths for shareholdersresiding outside Paris.Please visit our website

(www.vivendi.com) or call our PrivateShareholder Information department (IAI)on +33 (0)811 902 209 (price of a local callfrom a landline phone) to find out moreabout and register for these events. �

SHAREHOLDERS’ QUESTIONS

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Why did you break off negotiations for the acquisition of the African assets of Zain?

On July 20, Vivendi announced that it was suspending discussions with the Kuwaiti group Zain, which had

been entered into several weeks earlier, about the acquisition of a majority stake in its telecommunications

operations in Africa.

Vivendi applied its standard criteria of profitability and financial discipline to this potential investment

in emerging countries, with the best interests of shareholders in mind. In particular, the group places great

importance on maintaining its rating and continuing to pay out high dividends.

During the 2008 fiscal year, Vivendi offered shareholders the opportunity to choose to have

the dividend paid in cash or shares. For the latter option, the value of new shares was set

at 17 euros. I’d like to know what tax rules apply to dividends paid in shares in France.

Whether paid in the form of shares or cash, a dividend is a dividend. Dividends paid in shares are therefore

subject to the same fiscal regime as those paid in cash. Either the progressive income tax scale will apply

or fixed-rate taxation on dividends. If the shares are registered in a share savings scheme (in France, PEA),

the dividend will not be subject to income tax on condition that it is reinvested in the scheme (note that,

in France, dividends in such schemes benefit from a tax credit).

Important warning

This document contains prospective declarations in respect of the financial situation, operating performance, businesses, strategy and

projects of Vivendi. While Vivendi believes these prospective declarations to be based on reasonable hypotheses, they do not constitute

guarantees in respect of the company’s future performance. Actual results achieved may vary greatly from these prospective declarations

due to a certain number of risks and uncertainties, most of them beyond our control, in particular those risks described in documents

deposited by Vivendi with the Financial Markets Authority (FMA). Investors and holders of stocks and shares can obtain a copy of docu-

ments deposited by Vivendi at no charge from the Financial Markets Authority (www.amf-france.org) or from Vivendi directly. This docu-

ment contains prospective information that can only be assessed on the day of its distribution.

This letter to shareholders has been produced by the communications department of Vivendi. It has been printed using vegetable-based ink by Kossuth,an “Imprim’Vert” printer, on paper made up of 40% plant fibres certified for the sustainable management of forests and 60% from recycled pulp.