PR Newswire/Les Echos/
 
                                   Press Release




              Tender Offer Project for the shares of
           Geodis to be initiated by SNCF Participations


                                                                   Clichy, 6 April 2008


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.




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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.



Geodis, one of Europe's leading logistics companies.
                                                                  ISIN:              FR0000038283
2007 revenue: €4.8 billion.
                                                                  Reuters:           GEOD.PA
25,500 employees.                                                 Bloomberg:         GEO.FP
A network spanning 120 countries.



Contact : Véronique PIEGTS
7/9 allées de l'Europe  92615 Clichy cedex
Phone : + 33 (0)1 56 76 27 05  Fax : + 33(0) 1 56 76 26 34
Email : veronique.piegts@geodis.com
www.geodis.com


"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."




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