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Exhibit 99.4
SCHEDULE B
ARRANGEMENT RESOLUTION
SPECIAL RESOLUTION OF THE SEAGRAM COMPANY LTD. SHAREHOLDERS
BE IT RESOLVED THAT:
1. The arrangement (the "Arrangement") under Section 192 of the Canada Business
Corporations Act (the "CBCA") involving The Seagram Company Ltd. ("Seagram"), as
more particularly described and set forth in the Management Information Circular
(the "Circular") of Seagram accompanying the notice of this meeting (as the
Arrangement may be or may have been modified or amended) is hereby authorized,
approved and adopted.
2. The plan of arrangement (the "Plan of Arrangement") involving Seagram, the
full text of which is set out as Schedule F to the Merger Agreement (the "Merger
Agreement") dated as of June 19, 2000, among Vivendi S.A., Canal Plus S.A.,
Sofiee S.A., 3744531 Canada Inc. and Seagram (as the Plan of Arrangement may be
or may have been modified or amended) is hereby authorized, approved and
adopted.
3. Notwithstanding that this resolution has been passed (and the Arrangement
adopted) by the shareholders of Seagram or that the Arrangement has been
approved by the Superior Court of Justice (Ontario), the directors of Seagram
are hereby authorized and empowered without further notice to or approval of the
shareholders of Seagram (i) to amend the Merger Agreement or the Plan of
Arrangement to the extent permitted by the Merger Agreement, and (ii) subject to
the terms of the Merger Agreement, not to proceed with the Arrangement.
4. Any officer or director of Seagram is hereby authorized and directed for and
on behalf of Seagram to execute, under the seal of Seagram or otherwise, and to
deliver articles of arrangement and such other documents as are necessary or
desirable to the Director under the CBCA in accordance with the Merger Agreement
for filing.
5. Any officer or director of Seagram is hereby authorized and directed for and
on behalf of Seagram to execute or cause to be executed, under the seal of
Seagram or otherwise, and to deliver or cause to be delivered, all such other
documents and instruments and to perform or cause to be performed all such other
acts and things as may be necessary or desirable to give full effect to the
foregoing resolution and the matters authorized hereby.
