THE BOARD OF DIRECTORS OF GEODIS UNANIMOUSLY
RECOMMENDS TO THE SHAREHOLDERS OF GEODIS TO TENDER
THEIR SHARES TO THE PUBLIC OFFER INITIATED BY SNCF
PARTICIPATIONS


Clichy, 28 April 2008




Geodis' Board of Directors met today under Mr Pierre Blayau's presidency in
order to render a reasoned opinion regarding the tender offer initiated by SNCF
Participations.

The Board of Directors has been provided with the reports prepared by:


- The financial advisors Lazard and BNP Paribas, who conclude that the
offer price is in line with the results of the various methods used in order to
determine the value of Geodis ;

- The independent expert Ricol Lasteyrie & Associés, who considers that
the price offered is fair for Geodis' minority shareholders ;

- The ad hoc Committee of the Board of Directors, composed by the
independent directors of Geodis who are not in a situation of a conflict of
interests with respect to the contemplated offer, the mission of which was to
examine the terms and conditions of the said offer, assisted by Houlihan Lokey.

The Board of Directors discussed and unanimously rendered the following
reasoned opinion:

1. Regarding the Company and its employees :

- The Board takes note of the will of SNCF to create an international and
multimodal operator in the field of logistics and goods transportation, though
the combination of the current businesses of Geodis with those of SNCF Freight
and of TLP's subsidiaries ;
- It understands SNCF's objectives, which have been clearly explained by
the Chairman of SNCF, and which are detailed in the offer prospectus of SNCF
Participations. It notes that such objectives are to be understood in the
framework defined by the instruction letter from the President of the French
Republic to the Chairman of SNCF, dated February 27, 2008 ;




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- It considers that the combination of the businesses of Geodis, of SNCF
Freight, and of those of TLP's subsidiaries within a new branch of the SNCF
Group offers, as any significant transaction of this nature, various advantages
, disadvantages and risks. However, the Board believes that the consequences of
this transaction for Geodis should be largely positive, especially thanks to
the complementarity of the businesses of Geodis and of SNCF, to the dynamism
shown by the Chairman of SNCF in this field of activities, and to the financial
capacities of SNCF which Geodis will benefit from ;
- The Board notes that in case of a significant deterioration of the
economic situation, being part of the SNCF Group would be an advantage for
Geodis ;
- It notes that SNCF undertook, within the next 12 months, not to
implement any significant change regarding the employment situation at Geodis,
nor regarding the collective or individual situation of Geodis' employees ;
- It notes that SNCF undertook not to implement any reorganization which
would not be in the ordinary course of business within the next 12 months ;
- It also notes that the goal of SNCF is currently to maintain the
existing corporate culture and work methods of Geodis, since the convergence of
means and methods as well as the creation of a new entity can only be achieved
progressively ;
- Based on these various reasons, the Board of Directors believes that the
Offer initiated by SNCF will not adversely affect the interests of Geodis and
those of its employees, and that such offer may provide the latter with better
security and development perspectives than those which could arise from the
statu quo.

2. Regarding the situation of the shareholders :

- It has been provided with the reports of the financial advisors of both
SNCF and Geodis, as well as with the report of the independent expert
designated pursuant to the provisions of article 261-1 of the AMF General
Regulation ;
- It has been provided with the report form the independent directors who
are not in a situation of a conflict of interests, substantiated by the report
of Houlihan Lokey, which has been assisting the ad hoc Committee at its request
;
- It believes that the price of EUR 135 per Geodis share could be
considered as a low point of the valuation range of the intrinsic value of
Geodis ;
- It regrets that SNCF has not taken into account in its offer the
strategic value of the increasing of its shareholding in Geodis, although such
argument is mainly used in order to justify the implementation of the offer ;
- It acknowledges that due to the significant size of the current
shareholding of SNCF in Geodis (42.37%), which is held through SNCF
Participations, the implementation of alternative solutions that would create
more value than the offer would be very difficult ;
- It take notes that the filing of this offer occurs in an uncertain
economic and market context, and that the offer will thus allow shareholders to
benefit from an immediate liquidity at a reasonable price.

Based on the above, the Board of Directors unanimously recommends that the
shareholders of Geodis tender their shares to the public offer.

Directors expressed their intention to tender their own shares to the offer,
except the shares that must be held by each director, pursuant to the bylaws of
the Company.






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The press release containing the entire text of the reasoned opinion of the
Board of Directors as well as the draft offer prospectus (once filed with the
AMF) will be available on the Geodis' website (www.geodis.com).

The contemplated timeframe of the offer is as follows (without taking into
account any potential reopening of the offer):

- May 20, 2008 : decision of the AMF on the conformity of the offer
- May 22, 2008 : opening of the offer
- June 25, 2008 : closing of the offer
- July 17, 2008 : settlement delivery.




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
E mail : veronique.piegts@geodis.com
www.geodis.com

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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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