Capital Restructuring of Keolis Paris, 13 November 2006.

AXA and Caisse de dépôt et placement du Québec acquires equity participations in Keolis, joining Groupe SNCF as shareholders

Groupe SNCF and a consortium comprising AXA (acting through AXA Private Equity) and Caisse de dépôt et placement du Québec, have signed a Memorandum of Understanding under the terms of which the consortium has agreed to acquire a majority participation (55%) in Groupe Keolis. Within the consortium itself, the shareholding will be shared equally between the two partners. Groupe SNCF retains its current equity participation (45%) and remains the Group’s key industrial shareholder.

This agreement provides Groupe Keolis with a stable and sustainable shareholding structure.  The new partners, who have committed to an investment horizon of at least 5 years, will strive to assist the development of Groupe Keolis throughout that time, in France and internationally, particularly in Europe and North America and in the context of large-scale structural projects (such as constructions linking infrastructures with operations).  They will also support Groupe Keolis in instituting strategies for its future investments (around €300 million over 5 years).

Consequently, from now on, Groupe Keolis can rely on the prospect of this restructured shareholding to develop an innovative and competitive service for French and international transport organising authorities and other important clients from the private sector.  It is the ambition of Groupe Keolis, shared by its shareholders and personnel, to develop its business around a vision of a public transport system for tomorrow: one that will be even safer, even more efficient and even more attractive to travellers.

This operation represents a decisive step in the development of Groupe Keolis. It indicates, in equal measure, the shareholders’ support for the group’s new strategic plan and their renewed confidence in Michel Bleitrach and his management team, who reaffirm their commitment to continue working towards the development of Keolis.

About Keolis:

Groupe Keolis is the principal private public transport operator in France.  It manages 83 urban networks and is present in 66 French departments and 21 regions.  At international level it is present in 7 countries: England (operating in partnership with the Transpennine, Southeastern and Southern networks), Sweden (the Stockholm bus network), The Netherlands (the Syntus network), Belgium, Denmark, Germany (urban bus networks and railway networks) and Canada.
It has around 33,000 employees and turnover in 2005 reached €2.5 billion.

About Caisse de dépôt et placement du Québec:

Caisse de dépôt et placement du Québec is a financial institution which manages funds primarily for public and private pension and insurance plans. As at 31 December 2005, it posted net assets of $122.2 billion.  The Caisse invests in the main financial markets as well as in private equity and real estate.  Its private equity team is especially interested in companies offering a predictable ongoing income stream for its infrastructure portfolio.  The Caisse has business relationships with dynamic companies in a variety of business sectors, offering them a full financing product range, particularly equity securities and loans. As at 31 December 2005, the private placements sector portfolio posted net assets of $10.9 billion. For further information visit their website:  www.lacaisse.com.

Press contacts:

Groupe SNCF:
SNCF:
Jean-Paul Boulet
Tel: 01.53 25 63 21
jean-paul.boulet@sncf.fr

SNCF Participations:
Gilles Fort
Tel: 01.45.19.12.06
gilles.fort@sncf-participations.com

AXA Private Equity:
Tel: 01.44 45 92 20

Caisse de dépôt et placement du Québec:
Gilles Des Roberts
Tel: 514 847 2175
gdesroberts@lacaisse.com