Re Agreements with Vivendi

RNS Number:8749Q
Vodafone Group Plc
14 October 2003


                 Vivendi Universal and Vodafone increase their
                             cooperation in France

Paris and Newbury, October 14, 2003. Vivendi Universal and Vodafone Group Plc
announce today a number of agreements designed to further improve the
performance of Cegetel Groupe, as well as optimise the cash flows between
Cegetel Groupe and its shareholders. There are four such agreements:

1.    Vodafone and SFR have signed an agreement to increase their cooperation
and their joint economies of scale in a number of different areas:

   * The coordination of their activities in the development, and rollout of
     new products and services, including Vodafone live! which will be launched
     later this month and,
   * The development of operational synergies in procurement (including IT
     and technology) and best practice sharing.

The partners expect that these arrangements will further enhance SFR's
competitiveness and will therefore benefit both SFR's customers and
shareholders.

2.    Vivendi Universal and Vodafone have agreed in principle to simplify the
structure of Cegetel Groupe through the merger of Transtel, Cofira and SFR into
Cegetel Groupe, to be renamed "SFR". Vivendi Universal would hold 55.8% and
members of the Vodafone group would hold 43.9% of the share capital of the
merged entity. The balance of the share capital would be held by individuals who
were formerly minority shareholders in Cofira. Providing the mergers receive
regulatory approvals in France and final board and shareholder approvals, it is
currently expected that these mergers would be implemented in the fourth quarter
of 2003. This project is being submitted for information and consultation with
employee representative bodies.

3.    Vivendi Universal and Vodafone have agreed to establish the payment of
quarterly dividends by the merged entity to its shareholders from 2004. This
would enhance the access of both shareholders to the cash flows generated by the
company.

In addition, Vivendi Universal and Vodafone have agreed in principle that
Vivendi Universal would be able to access available cash pro rata to its
shareholding from the merged entity through a cash pooling agreement, up to a
limit of Euro250 million. Advances under the cash pooling agreement would be
repayable on the date on which quarterly dividends become payable by the merged
entity. Providing this agreement receives final board approvals, it would become
effective on the date on which the mergers of Transtel, Cofira and SFR into
Cegetel Groupe are completed.

4.    As previously announced, Cegetel Groupe and SNCF have agreed to merge
Cegetel Groupe's fixed line business, Cegetel SA with Telecom Developpement, the
joint venture between Cegetel Groupe and SNCF, which operates the largest
alternative national digital fixed line network in France. Cegetel Groupe will
own 65% of the merged company. The new company, to be renamed "Cegetel" will
build on this merger to launch more competitive broadband services focusing
initially on the ISP and corporate markets, and then on the consumer market. It
is currently expected that this merger, which is subject to board, shareholder
and regulatory approvals in France, would also be implemented in the fourth
quarter of 2003.



CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS

This press release contains certain "forward-looking statements" with respect to
our expectations, strategy, management's objectives, future performance, costs,
revenues, earnings and other trend information, including statements relating to
expected benefits associated with the above agreements. By their nature,
forward-looking statements are inherently predictive, speculative and involve
risk and uncertainty because they relate to events and depend on circumstances
that will occur in the future. Forward-looking statements are sometimes, but not
always, identified by their use of a date in the future or such words as
"anticipates", "aims", "due", "could", "may", "should", "would" "expects",
"believes", "intends", "plans", "targets", "goal", or "estimates".
There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by these forward-looking
statements. These factors include, but are not limited to regulatory approvals
which may require the acceptance of conditions with potential adverse impacts
and risk our ability to realise expected synergies and benefits, the failure of
the necessary parties to reach final agreement with respect to one or more of
the transactions described, and the failure to obtain board, shareholder or
regulatory approval of any merger.
Please refer to documents that Vivendi Universal and Vodafone Group Plc have
filed under the US Securities Exchange Act of 1934 with the Securities Exchange
Commission and/or the French Commission des Operations de Bourse, including
Vivendi Universal's and Vodafone Group Plc's Annual Report & Accounts and Form
20-F for the year ended 31 December 2002 for Vivendi Universal and 31 March 2003
for Vodafone Group Plc and Vivendi Universal's Document de Reference filed with
the French Commission des Operations de Bourse, for additional factors that
could cause actual results and developments to differ materially from the
expectations disclosed or implied within forward-looking statements. All written
or oral forward-looking statements attributable to Vivendi Universal or Vodafone
Group Plc, any members of Vivendi Universal or Vodafone Group Plc or persons
acting on their behalf are expressly qualified in their entirety by the factors
referred to above. Vivendi Universal and Vodafone Group Plc do not intend to
update these forward-looking statements.


For further information:

Vodafone Group:                                  Vivendi Universal Contacts:

Tim Brown, Group Corporate Affairs Director      Media
Tel: [phone]                         Paris

Investor Relations                               Antoine Lefort
Melissa Stimpson                                 [phone]
Darren Jones                                     Agnes Vetillart
Tel: [phone]                         [phone]
                                                 Alain Delrieu
                                                 [phone]
Media Relations                                  
Bobby Leach                                      Investor Relations
Ben Padovan                                      Paris
Tel: [phone]                         
                                                 Daniel Scolan
Tavistock Communications                         [phone]
Lulu Bridges                                     Laurence Daniel
Justin Griffiths                                 [phone]
Tel: [phone]                         
                                                 New York
                                                 Eileen McLaughlin
                                                 +(1) 212 572 8961
                                                 
                                                 Groupe Cegetel Contacts:

                                                 Medias
                                                 Caroline Guillaumin
                                                 [phone]
                                                 Eric De Branche
                                                 [phone]


A simplified structure before and after the proposed transactions described in 2
and 3 above is shown below. Note that only the major companies in the existing
Cegetel Groupe are shown for clarity.




(For diagramatic representations of these tables see press release at
www.vodafone.com)


Pre transactions

                         Cegetel     SNCF          Telecom            Cegetel
                         Groupe                Developpement        Fixed Line

Telecom Developpement      50%       50%             -                   -
(note 3)
Cegetel SA                 80%        -             20%                  -
 

                   Cegetel                           
                   Groupe
                  (note 4)            Vivendi               Vodafone Group   
                             ------------------------    --------------------
Cegetel Groupe       -           35%        35%             15%         15%
                              (direct    (through its     (direct    (through
                              holding)   70% holding      holding)    its 30%
                                         in Transtel)                 holding
                                                                    in Transtel)

Total economic                       70%                            30%
interest in
Cegetel Groupe

SFR                 80%               -                             20%

Economic                             56%                            44%
interest
in SFR   


NOTES:

1.  Vodafone Group holds its 20% interest in SFR through Vodafone
    International Holdings B.V. and Vodafone S.A. and its 15% interest
    in Cegetel through Vodafone Holding GmbH
2.  Transtel is a holding company which owns 50% of Cegetel plus one share
3.  Telecom Developpement is a joint venture between SNCF (50.1%) and
    Cegetel (49.9%)
4.  Cegetel has a 79.6% economic interest in SFR. Minority shareholders in
    Cofira (not shown), the holding company through which Cegetel holds its
    interest in SFR, own a 0.4% economic interest in SFR

Post transactions

                    Vodafone             Vivendi                  Minority
                     Group              Universal               Shareholders
SFR                  43.9%                55.8%                     0.3%



                                           SFR                     SNCF
Cegetel Fixed                              65%                     35%





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

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