Acquisition

Lagardere S.C.A.
17 February 2006





                                                        Paris, February 17, 2006



                                   PRESS  RELEASE


Draft Agreement Lagardere - Vivendi Universal - Canal+ Group for Lagardere to
       Acquire a 20% Stake, with the Option of Increasing Stake to 34%, 
                                  in Canal+ France




Lagardere, Vivendi Universal and Canal+ Group have announced a draft agreement
under which terms Lagardere would join Canal+ Group, TF1 and M6 in Canal+ France
(1) in holding a stake of Canal+ France, combining all the French pay TV assets
of Canal+ Group and TPS.  Lagardere is already a partner of Canal+ Group through
CanalSat.


By becoming the second largest shareholder of Canal+ France, Lagardere would
significantly strengthen its pay-TV operations in France.


The new company would be owned:

- 65% by Canal+ Group,
- 20% by Lagardere,
- 9.9% by TF1,
- 5.1% by M6.


Vivendi Universal would have exclusive control of the new company through Canal+
Group.


Lagardere would acquire its 20% stake by transferring its 34% shareholding in
CanalSat and by buying additional shares in Canal+ France for an amount of €525
million in cash.


Lagardere would also have the benefit of a call option covering a further 14% of
the new company, exercisable 3 years after the completion of the transaction.
At that time, the exercise price of the options would be equal to market value,
subject to a minimum guaranteed amount of €1.05 billion corresponding to a
valuation of €7.5 billion for 100% of Canal+ France.


This draft agreement will be subject to consultation with labor relations and
employee representative committees concerned and to the Conseil Superieur de
l'Audiovisuel (the French Broadcasting Authority).  It is also subject to the
approval of the anti-trust authorities.


The objective is that the new group, which will hold in particular 100% of
CanalSat and TPS, is put in place in the third quarter of 2006.


The new group will be a leader in French broadcasting, able to take on
competition from large foreign media groups as well as cable and internet
operators.  It will reinvigorate and broaden the French pay-TV market, offering
consumers a more rich, diversified and attractive product.



About Vivendi Universal :

Vivendi Universal is a worldwide leader in media and telecommunications with
activities in music (Universal Music Group), interactive games (Vivendi
Universal Games), television and film (Ca nal+ Group) and telecommunications
(SFR et Maroc Telecom) .Vivendi Universal also holds 20% of NBC Universal , a
world leader in media with activities in film and television production,
television channel distribution and theme park operations.



About Lagardere SCA :

Lagardere is a market leader in the media sector (books, press, audiovisual, and
distribution/retailing of cultural products). Lagardere is listed on the Paris
Stock Exchange.



Important Disclaimer:

This press release contains 'forward-looking statements' as that term is defined
in the Private Securities Litigation Reform Act of 1995. Such forward-looking
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 risks that: Vivendi Universal, Lagardere, TF1 and M6 will not be
able to obtain the regulatory approvals, as well as the risks described in the
documents Vivendi Universal has filed with the U.S. Securities and Exchange
Commission and with the French Autorite des Marches Financiers
(www.amf-france.org). Investors and security holders may obtain a free copy of
documents filed by Vivendi Universal with the U.S. Securities and Exchange
Commission at www.sec.gov or directly from Vivendi Universal. Vivendi Universal
does not undertake, nor has any obligation, to provide, update or revise any
forward-looking statements.



CONTACTS VIVENDI UNIVERSAL :


Media                                                Investor Relations

Paris                                                Paris
Antoine Lefort                                       Daniel Scolan
[phone]                                [phone]
Agnes Vetillart                                      Laurence Daniel
[phone]                                [phone]
Alain Delrieu                                        Edouard Lassalle
[phone]                                + 33 (0) 1 71 71 30 45
New York                                             New York
Flavie Lemarchand-Wood                               Eileen McLaughlin
+(1) 212.572.1118                                    +(1) 212.572.8961




CONTACTS LAGARDERE :

Media                                                Investor Relations

Thierry Funck-Brentano                               Laurent Carozzi
[phone]                                [phone]
[e-mail]                                     [e-mail]
Jean-Pierre Joulin
[phone]
[e-mail]
Arnaud Molinie
[phone]
[e-mail]



--------------------------


(1) Canal+ France (temporary name) would comprise all the present assets of TPS
and Canal+ Group in pay-TV: including 100% of CanalSat, Canal+, TPS,
Multithematiques, MediaOverseas, Sport+, Canal+ Active and Kiosque.

StudioCanal, Cyfra+, the advertising company, PSG and i>TELE are not part of
Canal+ France and continue to be held by Canal+ Group.


                      This information is provided by RNS
            The company news service from the London Stock Exchange