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1- Mr Pierre Blayau convened today Geodis’ Board of Directors in order to provide its members with the main terms and conditions of the tender offer project for the shares of Geodis, which SNCF Participations contemplates to launch by the end of April 2008. SNCF Participations has been for many years Geodis’ main shareholder, and currently holds 42.37% of its share capital and 45.79% of its voting rights.
The offer would be exclusively made in cash. 135 euros per Geodis share will be offered to the shareholders (prior to the payment of the 2007 dividend). The offer represents a 79% premium based on the weighted average price of the Geodis share during March 2008.

2- Geodis’ Board of Directors notes that:

• the offer is part of the project to be implemented by SNCF, the objective of which is to create an international and multimodal operator in the field of logistics and transportation, which would combine Geodis’ activities, SNCF Freight, as well as the activities of Transport et Logistique Partenaire (TLP), and of the latter’s subsidiaries. TLP’s share capital is fully owned by the SNCF Group;
• that SNCF’s CEO wishes that Pierre Blayau be in charge of the implementation, of the management and of the development of this new entity, which would combine the activities of the two groups in the field of logistics.

3- This offer will be carefully scrutinized by the Board of Directors, which will have to issue a reasoned opinion regarding its interest and consequences for the company, its employees and its shareholders. In accordance with applicable regulations, such reasoned opinion will be adopted by the Board of Directors, it being noticed that the Directors which will take part of vote of this opinion will only be those who will not be in a situation of a conflict of interests.

4- In this respect, the Board of Directors has:

• designated, in accordance with the provisions of Article 261-1 of the AMF General Regulation, an independent expert, Ricol Lasteyrie & Associés, which will prepare a report regarding the financial conditions of the offer. Its conclusions will be presented as a fairness opinion;
• created a committee, the members of which will be the two independent Directors who are not in a situation of a conflict of interests in the framework of the contemplated transaction. Such committee is in charge of evaluating the terms and conditions of the offer; it will provide the Board of Directors with its opinion. It chose to be assisted by Houlihan Lokey Howard & Zukin.

5- The Board of Directors reminds that it will render its reasoned opinion only after being provided with the independent expert’s conclusion, as well as with the ad hoc committee’s conclusion.

6- In addition, Geodis has mandated Lazard Frères as financial advisor in the framework of the contemplated transaction, and Darrois Villey Maillot Brochier as its legal counsel.

"This press release must not be published, transmitted, or distributed, directly or indirectly, within the territory of the United States, Canada, Japan, or Australia. This press release does not constitute an offer to sell or a solicitation of an order to buy or subscribe for securities in the United States or in any other country. Securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement under the United States Securities Act of 1933. The securities of Geodis have not been and will not be registered under the Securities Act of 1933 and Geodis does not intend to carry out a public offer of its securities in the United States. This press release is intended only for persons who are not in the United Kingdom, or have professional investment experience, or meet the criteria laid down in the provisions of Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as modified. The diffusion, publication or the distribution of this press release in certain countries may constitute a violation of legal or regulatory provisions. Any persons who are located in such countries and in which this press release is diffused, published or distributed must inform themselves of and comply with those legal and regulatory provisions."