Geodis aquires 15% stake in Sernam

Geodis’ Board of Directors met on 18 December under the Chairmanship of Mr. Pierre Blayau.

1. The Board accepted the new project to acquire an equity holding in Sernam as proposed by the Chairman. The principle of this equity holding acquisition had been previously approved by a Board meeting on 15 March 2000 and authorisation was granted by the European Commission on 23 March 2001.

This investment will take place in two phases and according to the procedures laid down in a certification of fairness drawn up by the independent expert Mr. Ledouble, on presentation of Sernam’s certified accounts on 31 August 2001. Consequently the protocol signed between Geodis and the SNCF provides Geodis and its stockholders with all the required financial and legal guarantees.

Geodis will initially take a 15% equity holding in Sernam for €1.

In the second phase, according to the agreement protocol, Geodis will take a 51% equity holding in Sernam during 2006, subject to the fulfilment of a number of financial and legal terms, a principal condition being a successful recovery operation at Sernam with the generation of positive operating income and balanced net income.

In this light, such a partnership will be a significant asset for Geodis in terms of the development of its groupage business.

In the meantime, Sernam will continue to be managed independently, with occasional strictly technical co-operation agreements being drawn up with Calberson.

2. The Chairman reported on the state of business to the Board.

Geodis Group notes a satisfactory level of business for the end of the year meaning that it should expect to achieve its gross operating income and operating income objectives.

Exceptional losses should be higher than the level forecast on the presentation of the first half-year accounts, due to the approval in principle by the Board of various clean-up and restructuring measures proposed by the Chairman in a bid to clear the way for the Group in 2002 and 2003.