Acquisition of TDGby Norbert Dentressangle

PresentationPresentationto Analysts and Press

Disclaimer

This document has been prepared by Norbert Dentressangle for the sole purpose of presenting the agreement signed on 26 November 2010 to acquire the transport and logistics company TDG. This document may not be copied or distributed, in whole or in part, without prior agreement from the company. Norbert Dentressangle assumes no responsibility for the use of this document by any person outside the companyresponsibility for the use of this document by any person outside the company.

This document contains no earnings forecast data.

The company makes no commitment and provides no guarantee concerning the realization of any targets or aims that may be expressed within its business plans.

While the company believes its targets are reasonable, readers are reminded that said targets are subject to risks and uncertainties, notably as described in the "Risk factors" section of the annual "Document de Référence" registration document.

2

Transaction overview

Norbert Dentressangle has signed an acquisition agreement with the investment company Douglas Bay for 100% of the shares of Laxey Logistics Ltd, holding company for TDG, one of the Europe’s largest logistics companieslargest logistics companies

The transaction is subject to the agreement of the EU competition authorities

Estimated closing date planned for early 2011

3

Transaction details

Transaction equity value: £196 million

Taking over TDG’s debt

All cash transaction, financed through:

Existing cash resources

G ’ dit liGroup’s credit lines• € 100m of credit lines dedicated to financing of acquisitions

• Up to € 150m of revolving credit facilities

4

TDG

£ 662M of revenue as of 31/12/2009

A significant player

33%54%

/ /

Transport

33%

14%

54%Logistics

14%

Freight Forwarding

6,222 employees

1,350 tractor units and 2,600 trailers

1,200,000 m2 warehousing capacity

134 sites

5

Head office based in Manchester

TDG

A key player in UK with an international presenceon the European continent

4%

Split in TDG’s revenueper country

74% 8%

4%1.5%

8.5%

6

TDG

A high quality customer portfolio

7

TDG : 3 businesses

Dedicated distribution UK & Ireland30 sitesDedicated contracted transport solutions

Transport

pManufacturing B2B sector

Fuel and bulk UK & IrelandFuel deliveriesLiquid chemicals tankersLiquid chemicals tankersPowder tankersTank and IBC cleaning

4PL platform UK & Ireland2 i t t B2B i d t2 main contracts B2B industry

Bulk Logistics UKBulk liquids storage and handling facilities in Dagenham (London)D t i Deep water main access

ADR networks UK & SpainFor packed chemicals and hazardous goods sector

8

gFull, part load and express capabilities100% subcontracted in Spain

TDG : 3 businesses

Logistics UK28 sites

Logistics

Multi-customer / multi-temperature shared user warehousingWarehousing and transport solutions for ‘high volume’ productsCOMAH warehousing

Logistics Belgium2 sitesShared user, packed chemicalWarehouse and ADR distribution

Logistics Netherlands7 sitesDedicated and shared user warehouses

Logistics Germany2 sites

9

Dedicated logistics

TDG : 3 businesses

Main flowsFar East

Freight forwarding

Far EastIndiaTurkeyAmerica

Market specialisationCeramicsChemicalsPharmaceuticalsPharmaceuticalsFMCG

5 countries5 countriesIrelandUKNetherlandsHungary

10

Spain

Norbert Dentressangle

365 sites

Key figuresTurnover: €2.7 billion in 2009

27,000 employees in 19 countries on 3 continents

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7,000 tractor units 5,300,000 m2 of warehousing space

Norbert Dentressangle and TDG

Norbert Dentressangle is in the European top-10 of global supply chain providers

€ 3.6 billion1 annual estimated revenue

15

(in € Billion)DHL

24

10

K&N SCHENKER

GEODISNORBERT

DENTRESSANGLE

5

CEVA

DACHSERWINCANTON

PANALPINADSV

DENTRESSANGLE

0

Amortization of investment in IT and engineering over a wider area

12

Network and purchases optimisation

1: 2010 pro forma

Norbert Dentressangle and TDG

Strengthening of market positions in the 3 business areas

TRANSPORT LOGISTICS AMBIENT AND COLD FREIGHT FORWARDING

Becomes a significant revenue stream:€ 100 million with24 offices

Largest fleetin Europewith€ 1.95 billion revenue

N°5 in Europewith € 1.6 billion revenue

of turnover of turnover of turnover53% 44% 3%

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Norbert Dentressangle and TDG

Turnover

An even more international company

21%

79%

44.4% 55.6%57% 43%

€ 1.6 billion € 3.1 billion € 3.6 billion

2006 2008 2010 (estimated)

14,600 employees 28,600 employees 33,000 employees

( )

24.1%

58% 42%75.9%

49.3% 50.7%

14

EmployeesOutside France France

Potential growth of TDG’s margins

31/12/09M£

30/06/10M£

31/12/09M€

30/06/10M€M£ M£ M€ M€

Turnover 662 350 2 719 1 400

EBITDA 33 19 189 5 99 0EBITDA 33 19 189.5 99.0

EBITDA margin % 4.9% 5.4% 7.0% 7.1%

26 2 80 3EBITA 26 12 80.4 45.3

EBIT margin % 2.6% 3.4% 3.0% 3.2%

Continue strong momentum of sales efficiency and profitabilityImplementation of Norbert Dentressangle management principles

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Forecast synergies

Cost synergies estimated at € 12M before interest and taxes

Renegotiating more favorable purchasing

Back office and IT optimisation

Full effect within 18 months

No revenue synergies taken into account

16

A strong financial situation

30/06/10 conso

ND management

Limits

Bankcovenants

Gearing (net financial debt / equity) 107 % 150 % < 200 %

Leverage(net financial debt / EBITDA) 2.1 x 3.0 x < 3.5 x

Interest CoverInterest Cover(EBITA / net interest expense) 4.7 x > 2.5 x > 2.5 x

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Conclusion

EPS accretive within year 1

Financial flexibility maintained

Strengthening of the 3 Norbert Dentressangle businesses

Significant revenue increase in freight forwarding

An even more international company

18

Timetable

Signing 26th November 2010

EU Regulatory approval 5-6 weeks

Closing Mid January 2011

19

Acquisition of TDGby Norbert Dentressangle

PresentationPresentationto Analysts and Press