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EXHIBIT 99.4
YOU ARE STRONGLY URGED TO READ THE ACCOMPANYING JOINT PROXY
STATEMENT -- PROSPECTUS, INCLUDING THE APPENDICES ATTACHED THERETO AND THE
DOCUMENTS INCORPORATED THEREIN BY REFERENCE, BEFORE COMPLETING THIS LETTER OF
TRANSMITTAL AND ELECTION FORM.
THE SEAGRAM COMPANY LTD.
LETTER OF TRANSMITTAL AND ELECTION FORM
FOR REGISTERED HOLDERS OF SEAGRAM COMMON SHARES
This Letter of Transmittal and Election Form is for use by registered
holders ("Seagram Shareholders") of common shares ("Seagram Common Shares") of
The Seagram Company Ltd. ("Seagram") in connection with the proposed merger of
Seagram and Vivendi ("Vivendi") by way of an arrangement (the "Arrangement")
involving, among others, Seagram and the Seagram Shareholders that is being
submitted for approval at an annual and special meeting (the "Seagram Meeting")
of Seagram Shareholders to be held on December [ ], 2000. You are referred
to the Joint Proxy Statement-Prospectus (the "Circular") dated November [ ],
2000 that accompanies this Letter of Transmittal and Election Form. Terms used
but not defined in this Letter of Transmittal and Election Form that are defined
in the Circular have the respective meanings set out in the Circular.
On the effective date of the Arrangement, each Seagram Common Share (other
than those held by Vivendi and its affiliates or by a shareholder who exercises
dissent rights in accordance with the dissent procedures and who is ultimately
entitled to be paid the fair value of such holder's Seagram Common Shares) will
be exchanged for Vivendi Universal ADSs, or, in the case of Canadian resident
Seagram Shareholders who duly elect by way of this properly completed and duly
executed Letter of Transmittal and Election Form, for exchangeable shares of
Vivendi Universal Exchangeco.
Seagram Shareholders receiving Vivendi Universal ADSs in the Arrangement
should properly complete and duly execute this Letter of Transmittal and
Election Form and return it, together with the Seagram Shareholder's Seagram
Common Share certificate(s) and all other required documents, to CIBC Mellon
Trust Company (the "exchange agent") at one of the addresses set forth on the
back of this Letter of Transmittal and Election Form promptly after the
effective date of the Arrangement. Seagram Shareholders receiving Vivendi
Universal ADSs do not need to submit this Letter of Transmittal and Election
Form, their Seagram Common Share certificates or any other documents before the
effective date of this Arrangement. However, Seagram Shareholders will not be
recorded on the register of holders of Vivendi Universal ADSs and will not be
entitled to vote their Vivendi Universal ADSs or receive dividends on their
Vivendi Universal ADSs until they surrender their Seagram Common Share
certificate(s) to the exchange agent at one of the addresses set forth on the
back of this Letter of Transmittal and Election Form. Any Seagram Shareholder
who does not surrender such holder's Seagram Common Share certificate(s) on or
prior to the fifth anniversary of the effective date of the Arrangement will
have all rights and interest as a holder of Vivendi Universal ADSs extinguished
without compensation or notice.
FOR CANADIAN RESIDENT SHAREHOLDERS
IN ORDER TO RECEIVE EXCHANGEABLE SHARES, EACH CANADIAN RESIDENT SEAGRAM
SHAREHOLDER MUST ELECT TO RECEIVE THE EXCHANGEABLE SHARES BY SUBMITTING A
PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL AND ELECTION FORM AND
ENSURING IT IS RECEIVED, TOGETHER WITH SUCH HOLDER'S SEAGRAM COMMON SHARE
CERTIFICATE(S) AND ALL OTHER REQUIRED DOCUMENTS, BY THE EXCHANGE AGENT AT ONE OF
THE ADDRESSES SET FORTH ON THE BACK OF THIS LETTER OF TRANSMITTAL AND ELECTION
FORM PRIOR TO 5:00 P.M. (EASTERN TIME) ON NOVEMBER [ ], 2000 OR, IF THE
SEAGRAM MEETING IS ADJOURNED OR POSTPONED, BEFORE 5:00 P.M. (EASTERN TIME) ON
THE THIRD BUSINESS DAY BEFORE THE SEAGRAM MEETING IS TO BE RECONVENED (THE
"ELECTION DEADLINE"). A CANADIAN RESIDENT SEAGRAM SHAREHOLDER WHO DOES NOT
PROPERLY COMPLETE AND DULY EXECUTE THE LETTER OF TRANSMITTAL AND ELECTION FORM
AND ENSURE THAT IT, TOGETHER WITH THE HOLDER'S SEAGRAM COMMON SHARE
CERTIFICATE(S) AND ALL OTHER REQUIRED DOCUMENTS, IS RECEIVED BY THE EXCHANGE
AGENT AT ONE OF THE ADDRESSES SET FORTH ON THE BACK OF THIS LETTER OF
TRANSMITTAL AND ELECTION FORM BEFORE THE ELECTION DEADLINE OR WHO DOES NOT
EXERCISE THE DISSENT RIGHTS IN ACCORDANCE WITH THE DISSENT PROCEDURES AS SET OUT
IN THE CIRCULAR WILL RECEIVE VIVENDI UNIVERSAL ADSS. FOR CANADIAN RESIDENT
SEAGRAM SHAREHOLDERS, THE TAX CONSEQUENCES MAY DIFFER SIGNIFICANTLY DEPENDING ON
WHETHER VIVENDI UNIVERSAL ADSS OR EXCHANGEABLE SHARES ARE RECEIVED IN THE
ARRANGEMENT. IF YOU ARE A CANADIAN RESIDENT SEAGRAM SHAREHOLDER, YOU SHOULD
CONSIDER CAREFULLY THE TAX CONSEQUENCES TO YOU IN DETERMINING WHETHER TO ELECT
TO RECEIVE EXCHANGEABLE SHARES.
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The effective date of the Arrangement is anticipated to be as soon as
practicable after the date that the Seagram Shareholders approve the Arrangement
and all required court and regulatory approvals have been received and all other
conditions of closing have been satisfied.
SEAGRAM SHAREHOLDERS WHOSE SEAGRAM COMMON SHARES ARE REGISTERED IN THE NAME
OF A BROKER, INVESTMENT DEALER, BANK, TRUST COMPANY OR OTHER INTERMEDIARY SHOULD
CONTACT THAT INTERMEDIARY AS SOON AS POSSIBLE FOR INSTRUCTIONS AND ASSISTANCE IN
DELIVERING SHARE CERTIFICATES REPRESENTING THOSE SEAGRAM COMMON SHARES AS
CONTEMPLATED BY THIS LETTER OF TRANSMITTAL AND ELECTION FORM AND, IF YOU ARE A
CANADIAN RESIDENT SEAGRAM SHAREHOLDER WHO WISHES TO RECEIVE EXCHANGEABLE SHARES,
IN MAKING YOUR ELECTION.
Cash will be paid in lieu of fractional Vivendi Universal ADSs or
fractional exchangeable shares. To avoid backup withholding on such payments, a
U.S. holder (other than an exempt recipient) should provide the Exchange Agent
with such holder's correct taxpayer identification number ("TIN") on Substitute
Form W-9 and certify that the TIN provided is correct (or that such holder is
awaiting a TIN). To determine whether you may be an exempt recipient, see the
attached Guidelines for Certification of Taxpayer Identification Number.
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TO: THE SEAGRAM COMPANY LTD.
VIVENDI UNIVERSAL HOLDINGS COMPANY ("VIVENDI UNIVERSAL
HOLDINGS")
VIVENDI UNIVERSAL EXCHANGECO INC. ("VIVENDI UNIVERSAL
EXCHANGECO")
AND TO: CIBC MELLON TRUST COMPANY, AT ITS ADDRESSES SET OUT BELOW.
The undersigned hereby deposits with you, for exchange upon the Arrangement
becoming effective, the enclosed certificate(s) for Seagram Common Shares,
details of which are as follows:
- -------------------------------------------------------------------------------------------------------
CERTIFICATE NUMBER(S) NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) NUMBER OF SEAGRAM COMMON SHARES
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
Note: If space is insufficient, please attach a separate schedule to this
Letter of Transmittal and Election Form.
PART 1 -- FOR CANADIAN RESIDENT SHAREHOLDERS WHO
WISH TO RECEIVE EXCHANGEABLE SHARES
By making an election to receive exchangeable shares with respect to
Seagram Common Shares as set out below, the undersigned represents that the
undersigned (i) is a Canadian resident and holds such Seagram Common Shares on
its own behalf or (ii) holds such Seagram Common Shares on behalf of a Canadian
resident. Canadian resident means a resident of Canada for purposes of the
Canadian Tax Act and includes a partnership any member of which is a resident of
Canada for purposes of the Canadian Tax Act. See "Tax Considerations for Seagram
Shareholders -- Canadian Federal Income Tax Considerations -- Seagram
Shareholders Resident in Canada" in the Circular.
Under the Arrangement, the undersigned hereby elects to have the deposited
Seagram Common Shares represented by the above certificate(s) exchanged as
follows:
____________ Seagram Common Shares for exchangeable share(s) (please fill in the
(fill in number of Seagram Common Shares you elect to exchange for
number) exchangeable shares)
____________ Seagram Common Shares for Vivendi Universal ADSs (please fill in
(fill in the number of Seagram Common Shares you elect to exchange for
number) Vivendi Universal ADSs)
IF AN ELECTION IS NOT MADE, OR IS NOT PROPERLY MADE, OR NOT RECEIVED BY THE
EXCHANGE AGENT AT ONE OF THE ADDRESSES SET FORTH ON THE BACK OF THIS LETTER OF
TRANSMITTAL AND ELECTION FORM BEFORE THE ELECTION DEADLINE, THE UNDERSIGNED WILL
RECEIVE VIVENDI UNIVERSAL ADSS FOR ALL DEPOSITED SEAGRAM COMMON SHARES.
THE TOTAL OF THE NUMBERS FILLED IN ABOVE MUST EQUAL THE NUMBER OF SEAGRAM
COMMON SHARES REPRESENTED BY THE SHARE CERTIFICATE(S) ENCLOSED WITH THIS LETTER
OF TRANSMITTAL AND ELECTION FORM.
The undersigned acknowledges that the intention of Vivendi Universal
Exchangeco in creating the exchangeable shares is to have the economic
attributes associated with the exchangeable shares be, as nearly as practicable,
equivalent to those of Vivendi Universal ADSs. Vivendi Universal will also
covenant in the Custody Agreement to provide financial and other information
regarding Vivendi Universal to holders of exchangeable shares. By electing to
receive exchangeable shares in this Part 1, the undersigned acknowledges Vivendi
Universal's covenant in that regard. See "Description of Exchangeable Shares",
"Description of Vivendi Universal Voting Rights" and "Tax Considerations for
Seagram Shareholders -- Canadian Federal Income Tax Considerations -- Seagram
Shareholders Resident in Canada" in the Circular.
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The exchange of Seagram Common Shares for exchangeable shares will
generally be a taxable event to a Canadian resident Seagram Shareholder unless a
valid tax election is made. If you are a Canadian resident Seagram Shareholder
and desire a tax deferral, please proceed to Part 2, below.
PART 2 -- FOR CANADIAN RESIDENT SEAGRAM SHAREHOLDERS WHO ELECT TO
RECEIVE EXCHANGEABLE SHARES UNDER PART 1
AND WHO DESIRE A CANADIAN TAX DEFERRAL
By checking the box below, the undersigned: (i) represents that the
undersigned is or holds Seagram Common Shares on behalf of an Eligible Holder;
(ii) requests that a tax election filing package be forwarded to the undersigned
at the address specified herein; (iii) acknowledges that it is the undersigned's
responsibility to prepare and file the appropriate document(s) that will be
included in the tax election filing package and send such documents to Vivendi
Universal Exchangeco, at any of the addresses set forth in the tax election
filing package, on or before the date that is 90 days after the effective date
of the Arrangement; and (iv) acknowledges that a tax deferral will only be
available to the extent the undersigned receives exchangeable shares in respect
of the undersigned's Seagram Common Shares. An "Eligible Holder" is a beneficial
owner of Seagram Common Shares who is a Canadian resident for purposes of the
Canadian Tax Act, including a partnership any member of which is a Canadian
resident for purposes of the Canadian Tax Act, but does not include: (1) any
such owner who is exempt from tax under the Canadian Tax Act or (2) any
partnership, all of the members of which who are Canadian residents are also
exempt from tax under the Canadian Tax Act.
See "Tax Considerations to Seagram Shareholders -- Canadian Federal Income
Tax Considerations -- Seagram Shareholders Resident in Canada -- Tax Election"
in the Circular.
[ ] Please check if you are eligible for and want a tax election filing package
If you are requesting a tax election filing package, you should also check the
appropriate box(es) below:
YES NO
--- ---
The undersigned is a partnership............................ [ ] [ ]
The undersigned intends to file an election in Quebec....... [ ] [ ]
PART 3 -- GENERAL -- FOR ALL SEAGRAM SHAREHOLDERS
It is understood that upon receipt and deposit of: (i) this Letter of
Transmittal and Election Form, properly completed and signed, (ii) Seagram
Common Share certificate(s) and (iii) any other required documentation, and
following the effective date of the Arrangement, Vivendi Universal ADRs
representing Vivendi Universal ADSs or certificate(s) representing exchangeable
shares to which the undersigned is entitled under the Arrangement will be sent
by the exchange agent to the address shown in Box A below or, if Box B below is
completed, to the address shown in Box B or, if Box C below is completed, will
be held for pick up. In each case, the Vivendi Universal ADRs or certificate(s)
representing exchangeable shares will be in the name shown in Box A below.
The undersigned covenants, represents and warrants that (i) the undersigned
is the owner of the Seagram Common Shares being deposited, (ii) such shares are
owned by the undersigned free and clear of all mortgages, liens, charges,
encumbrances, security interests and adverse claims, (iii) the undersigned has
full power and authority to execute and deliver this Letter of Transmittal and
Election Form and all information inserted into this Letter of Transmittal and
Election Form by the undersigned is accurate and (iv) unless the undersigned
shall have revoked this Letter of Transmittal and Election Form by notice in
writing given to the exchange agent not later than 5:00 p.m. (Eastern time) on
the last business day preceding the effective date of the Arrangement, the
undersigned will not, prior to such time, transfer or permit to be transferred
any of the Seagram Common Shares represented by the share certificates enclosed
with this Letter of Transmittal and Election Form.
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The covenants, representations and warranties of the undersigned herein
contained survive the completion of the Arrangement.
The undersigned revokes any and all authority, other than as granted in
this Letter of Transmittal and Election Form or a proxy granted for use at the
Seagram Meeting to be held to consider the Arrangement and the other matters to
be considered at the Seagram Meeting, whether as agent, attorney-in-fact,
attorney, proxy or otherwise, previously conferred or agreed to be conferred by
the undersigned at any time with respect to the Seagram Common Shares being
deposited. No subsequent authority, other than a proxy granted for use at the
Seagram Meeting to be held to consider the Arrangement and the other matters to
be considered at the Seagram Meeting, whether as agent, attorney-in-fact,
attorney, proxy or otherwise will be granted with respect to the deposited
Seagram Common Shares. Each authority conferred or agreed to be conferred by the
undersigned in this Letter of Transmittal and Election Form survives the death
or incapacity of the undersigned, and any obligation of the undersigned
hereunder is binding upon the heirs, legal representatives, successors and
assigns of the undersigned.
The undersigned instructs the exchange agent to mail the Vivendi Universal
ADRs or certificate(s) representing exchangeable shares promptly after the
effective date of the Arrangement, by first class insured mail, postage prepaid,
in accordance with the instructions given in Box A or Box B below, or to hold
such certificates for pick-up in accordance with the instructions given in Box C
below. If the Arrangement is not completed, the deposited Seagram Common Shares
and all other ancillary documents will be returned by first class insured mail,
postage prepaid, to the undersigned at the address of the undersigned shown in
the register of Seagram Common Shares at the close of business (Eastern time) on
the day preceding the effective date of the Arrangement or, if Box C below has
been completed, will be held for pick up by the undersigned. The undersigned
recognizes that Seagram has no obligation pursuant to the instructions given
below to transfer any of the undersigned's Seagram Common Shares if the
Arrangement is not completed.
By reason of the use by the undersigned of this Letter of Transmittal and
Election Form, the undersigned is deemed to have required that any contract
evidenced by the Arrangement as accepted through this Letter of Transmittal and
Election Form, as well as all documents related thereto, be drawn exclusively in
the English language. En raison de l'usage des presentes lettre d'envoi et
formule de choix par le soussigne, ce dernier est repute avoir demande que tout
contrat atteste par l'arrangement, qui est accepte au moyen des presentes lettre
d'envoi et formule de choix, de meme que tous les documents qui s'y rapportent,
soient rediges exclusivement en anglais.
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PLEASE CAREFULLY REVIEW THE INSTRUCTIONS, WHICH START ON PAGE --, BEFORE
COMPLETING THE FOLLOWING INFORMATION:
A. REGISTRATION AND PAYMENT INSTRUCTIONS
Issue Vivendi Universal ADR(s) or certificate(s) representing exchangeable
shares and cheque (if any) in the name indicated below and enter the address
indicated below in the share register of Vivendi Universal or Vivendi Universal
Exchangeco, as the case may be:
- ------------------------------------------------------
(NAME) (PLEASE PRINT)
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
(STREET ADDRESS AND NUMBER)
- ------------------------------------------------------
- ------------------------------------------------------
(CITY) (PROVINCE OR STATE) (POSTAL OR ZIP CODE)
- ------------------------------------------------------
(TELEPHONE -- BUSINESS HOURS)
- ------------------------------------------------------
(TELEPHONE -- HOME)
- ------------------------------------------------------
(SOCIAL INSURANCE OR SOCIAL SECURITY NUMBER)
C. SPECIAL PICK UP INSTRUCTIONS
[ ] Hold Vivendi Universal ADR(s) or certificates(s) representing exchangeable
shares and cheque (if any) for pickup.
See Instruction 5.
B. SPECIAL DELIVERY INSTRUCTIONS
To be completed ONLY if the Vivendi Universal ADR(s) or certificate(s)
representing exchangeable shares and the cheque (if any) are to be sent to
someone other than the person shown in Box A or to an address other than the
address shown in Box A.
Mail to the name and address below:
- ------------------------------------------------------
(NAME) (PLEASE PRINT)
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
(STREET ADDRESS AND NUMBER)
- ------------------------------------------------------
- ------------------------------------------------------
(CITY) (PROVINCE OR STATE)
- ------------------------------------------------------
(POSTAL OR ZIP CODE)
D.EXCHANGEABLE SHARE CERTIFICATE
-- FRENCH VERSION
To be completed ONLY if the certificate representing exchangeable shares is to
be in the French language.
Deliver certificate representing exchangeable shares in the French language.
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SHAREHOLDER SIGNATURE(S) GUARANTEE OF SIGNATURE(S)
This box must be signed by the registered Seagram Authorized signature on behalf of Eligible
Shareholder(s) exactly as the name(s) appear(s) on the Institution. See Instructions 2 and 3.
Seagram Common Share certificate(s) or by transferee(s) --------------------------------------------
of original registered holder(s) by certificate(s) and NAME (PLEASE PRINT)
documents transmitted with this Letter of Transmittal and --------------------------------------------
Election Form. See Instructions 2 and 4 below. If the SIGNATURE
signature is by an executor, administrator, trustee, --------------------------------------------
guardian, attorney-in-fact, agent, officer of a CAPACITY (TITLE)
corporation or any other person acting in a fiduciary or --------------------------------------------
representative capacity, please provide the information ADDRESS
described in Instruction 4. --------------------------------------------
- ---------------------------------------------------------- TELEPHONE
NAME (PLEASE PRINT) --------------------------------------------
- ---------------------------------------------------------- DATED
SIGNATURE
- ----------------------------------------------------------
JOINT OWNER (IF ANY)
- ----------------------------------------------------------
TAXPAYER IDENTIFICATION, SOCIAL INSURANCE
OR SOCIAL SECURITY NO.
- ----------------------------------------------------------
CAPACITY
- ----------------------------------------------------------
ADDRESS
- ----------------------------------------------------------
TELEPHONE
- ----------------------------------------------------------
DATED
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INSTRUCTIONS:
1. USE OF LETTER OF TRANSMITTAL AND ELECTION FORM
(a) This Letter of Transmittal and Election Form (or manually signed
facsimile thereof) together with the accompanying Seagram Common Share
certificate(s) and all other required documents should be delivered to the
exchange agent at one of the addresses specified below promptly after the
effective date of the Arrangement. HOWEVER, CANADIAN RESIDENT SEAGRAM
SHAREHOLDERS WHO WISH TO RECEIVE EXCHANGEABLE SHARES MUST DELIVER THE FOREGOING
DOCUMENTS TO THE EXCHANGE AGENT BEFORE 5:00 P.M. (EASTERN TIME) ON NOVEMBER
[ ], 2000 OR, IF THE SEAGRAM MEETING IS ADJOURNED, BEFORE 5:00 P.M. (EASTERN
TIME) ON THE THIRD BUSINESS DAY BEFORE THE DATE THE SEAGRAM MEETING IS TO BE
RECONVENED.
(b) The method used to deliver this Letter of Transmittal and Election Form
and the accompanying certificate(s) representing Seagram Common Shares is at the
option and risk of the Seagram Shareholder, and delivery will be deemed to be
effective only when such documents are actually received. Seagram recommends
that the necessary documentation be hand delivered to the exchange agent at one
of the addresses specified below and a receipt obtained; otherwise the use of
registered, insured mail, with return receipt requested, is recommended. [A
YELLOW PRE-ADDRESSED SECURITY RETURN ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.]
2. SIGNATURES
(a) This Letter of Transmittal and Election Form must be filled in, dated
and signed by the holder of the Seagram Common Shares or by such holder's duly
authorized representative in accordance with Instruction 4.
(b) If this Letter of Transmittal and Election Form is signed by the
registered owner(s) of the accompanying share certificates(s), such signature(s)
on this Letter of Transmittal and Election Form must correspond with the name(s)
as registered or as written on the face of such share certificate(s) without any
change whatsoever, and the share certificate(s) need not be endorsed for
transfer. If such transmitted certificate(s) is owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal and Election
Form.
(c) If this Letter of Transmittal and Election Form is signed by a person
other than the registered owner(s) of the accompanying share certificate(s), or
if Vivendi Universal ADRs or certificate(s) representing exchangeable shares are
to be issued to a person other than the registered owner(s) of the accompanying
share certificates:
(i) such accompanying share certificate(s) must be endorsed or be
accompanied by appropriate share transfer power(s) of attorney properly
completed by the registered owner(s); and
(ii) the signature(s) on such endorsement or power(s) of attorney must
correspond exactly to the name(s) of the registered owner(s) as registered
or as appearing on the accompanying share certificate(s) and must be
guaranteed as noted in Instruction 3.
3. GUARANTEE OF SIGNATURES
(a) If this Letter of Transmittal and Election Form is signed by a person
other than the registered owner(s) of the Seagram Common Shares, or if the
Arrangement is not approved by Seagram Shareholders and the certificate(s)
representing Seagram Common Shares are to be returned to a person other than
such registered owner(s) or sent to an address other than the address of the
registered owner(s) as shown on the register of Seagram Common Shares, or if
Vivendi Universal ADRs or certificate(s) representing exchangeable shares are to
be issued to a person other than the registered owner(s), such signature must be
guaranteed by an Eligible Institution (as defined below) or in some other manner
satisfactory to the exchange agent (except that no guarantee is required if the
signature is that of an Eligible Institution).
(b) An "Eligible Institution" means a Canadian Schedule 1 chartered bank, a
major trust company in Canada, a member of the Securities Transfer Association
Medallion Program (STAMP), a member of the Stock Exchange Medallion Program
(SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature
Program (MSP). Members of these programs are usually members of a recognized
stock exchange in Canada and the United States, members of the Investment
Dealers Association of Canada, members of the National Association of Securities
Dealers or banks and trust companies in the United States.
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4. FIDUCIARIES, REPRESENTATIVES AND AUTHORIZATIONS
Where this Letter of Transmittal and Election Form is executed by a person
as an executor, administrator, trustee, guardian, attorney-in-fact, agent, agent
on behalf of a corporation, partnership or association or is executed by any
other person acting in a fiduciary or representative capacity, this Letter or
Transmittal and Election Form must be accompanied by satisfactory evidence of
authority to act. Any of Seagram, Vivendi Universal Holdings, Vivendi Universal
Exchangeco or CIBC Mellon Trust Company, in their sole discretion, may require
additional evidence of authority or additional documentation.
5. DELIVERY INSTRUCTIONS
The Box entitled "B -- Special Delivery Instructions" should be completed
only if the address to which the Vivendi Universal ADRs or certificate(s)
representing exchangeable shares and the cheque (if any) are to be mailed is
different from that provided in Box A. If neither Box B nor Box C is completed,
any new Vivendi Universal ADRs or certificate(s) for exchangeable shares issued
in exchange for Seagram Common Shares and the cheque (if any) will be mailed to
the depositing Shareholder at the address indicated in Box A in this Letter of
Transmittal and Election Form. If Box C is not completed and no address is
provided in this Letter of Transmittal and Election Form, then any new Vivendi
Universal ADRs or share certificates for exchangeable shares and cheque (if any)
will be mailed to the address of the Seagram Shareholder as it appears on the
register of Seagram Common Shares as of the close of business on the day
preceding the effective date of the Arrangement. If Box C is completed, the
certificate and cheque (if any) will be available for pick up at CIBC Mellon
Trust Company, 199 Bay Street, Commerce Court West, Securities Level, Toronto,
Ontario, M5L 1G9, in the case of Seagram Shareholders with a non-U.S. address on
the records of Seagram, and at ChaseMellon Shareholder Services L.L.C., 120
Broadway, 13th Floor, New York, NY 10271, in the case of Seagram Shareholders
with a U.S. address on the records of Seagram.
6. FRACTIONAL SHARES
Fractional Vivendi Universal ADSs or fractional exchangeable shares will
not be issued. Cash in lieu of fractional shares will be paid to Seagram
Shareholders who receive Vivendi Universal ADSs or exchangeable shares. To avoid
backup withholding on such payments, a U.S. holder (other than an exempt
recipient) should please complete the attached Substitute Form W-9 in accordance
with the Guidelines for Certification of Taxpayer Identification Number.
7. MISCELLANEOUS
(a) If Seagram Common Shares are registered in different forms (e.g., "John
Doe" and "J. Doe"), a separate Letter of Transmittal and Election Form should be
completed and signed for each different form of registration.
(b) Additional copies of the Letter of Transmittal and Election Form may be
obtained from the exchange agent at any of the addresses specified below.
(c) Seagram, Vivendi Universal Holdings and Vivendi Universal Exchangeco
reserve the right, if they so elect in their sole discretion, to instruct the
exchange agent to waive any defect or irregularity contained in any Letter of
Transmittal and Election Form received by them.
(d) No alternate, conditional or contingent deposits will be accepted and
no fractional Vivendi Universal ADRs or exchangeable shares will be issued.
8. LOST CERTIFICATES
If a share certificate has been lost or destroyed, this Letter of
Transmittal and Election Form should be completed as fully as possible and
forwarded, together with a letter describing the loss, to the exchange agent.
The exchange agent will respond with the replacement requirements.
IT IS STRONGLY RECOMMENDED THAT PRIOR TO COMPLETING THIS LETTER OF
TRANSMITTAL AND ELECTION FORM, THE UNDERSIGNED READ THE ACCOMPANYING CIRCULAR.
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9. ASSISTANCE
CIBC MELLON TRUST COMPANY OR THE INFORMATION AGENT (SEE BELOW FOR ADDRESSES
AND TELEPHONE NUMBERS) OR YOUR BROKER OR OTHER FINANCIAL ADVISER WILL BE ABLE TO
ASSIST YOU IN COMPLETING THIS LETTER OF TRANSMITTAL AND ELECTION FORM.
CIBC MELLON TRUST COMPANY
TELEPHONE: (416) 643-5500
TOLL FREE: 1-800-387-0825
EMAIL: INQUIRIES @CIBCMELLON.COM
TORONTO
DELIVERY BY MAIL DELIVERY BY HAND OR BY COURIER
CIBC Mellon Trust Company CIBC Mellon Trust Company
P.O. Box 1036 199 Bay Street
Adelaide Street Postal Station Commerce Court West
Toronto, Ontario Securities Level
M5C 2K4 Toronto, Ontario
M5L 1G9
DELIVERY BY HAND OR BY COURIER
MONTREAL VANCOUVER
CIBC Mellon Trust Company CIBC Mellon Trust Company
2001 University Street Suite 1600
16th Floor 1066 West Hastings Street
Montreal, PQ Vancouver, BC
H3A 2A6 V6E 3X1
DELIVERY BY HAND OR BY COURIER
NEW YORK
CIBC Mellon Trust Company
c/o ChaseMellon Shareholder Services L.L.C.
120 Broadway
13th Floor
New York, NY 10271
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INFORMATION AGENT
[GEORGESON SHAREHOLDER COMMUNICATIONS INC. LOGO]
ANY QUESTIONS AND REQUESTS FOR ASSISTANCE MAY BE DIRECTED BY SEAGRAM
SHAREHOLDERS TO CIBC MELLON TRUST COMPANY OR THE INFORMATION AGENT AT THE
TELEPHONE NUMBERS AND LOCATIONS SET OUT ABOVE.
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