NYK and Yusen Logistics

Transcription

1 December 22, 2010 To our shareholders: Corporate Name: Nippon Yusen Kabushiki Kaisha Representative: Yasumi Kudo, President Security Code: 9101, the First Section of TSE, OSE, NSE Contact: Keizo Nagai, General Manager, Corporate Communication Group (Tel: ) Corporate Name: Yusen Logistics Co., Ltd. Representative: Shunichi Yano, President and Representative Director Security Code: 9370, the First Section of TSE Contact: Shinsuke Masuda, General Manager, Corporate Communications & IR Department (Tel: ) Execution of the Basic Agreement on Integration of Overseas Businesses of NYK and Yusen Logistics Nippon Yusen Kabushiki Kaisha (head office: Chiyodaku, Tokyo, Japan; president: Yasumi Kudo) (hereinafter NYK ) and Yusen Logistics Co., Ltd. (head office: Minatoku, Tokyo, Japan; president: Shunichi Yano) (hereinafter Yusen Logistics ) have been studying and discussing the reorganization and integration of the logistics businesses of the two companies pursuant to the Letter of Intent (hereinafter LOI ) executed on February 25, The integration of the domestic businesses is as explained by NYK in the Notice of Subsidiary s Execution of Business Transfer Agreement and by Yusen Logistics (former name: Yusen Air & Sea Service Co., Ltd.) in the Notice of Business Transfer Agreement between Yusen Air & Sea Service and NYK Logistics Japan each of which is dated May 28, We hereby give the following notice that the companies have executed a new basic agreement (the Basic Agreement ) on the integration of the overseas businesses of the two companies (hereinafter the Integration ) on December 22, Further, the integration of the overseas businesses of the subsidiaries that are not included in the Integration Subsidiaries set out in the Basic Agreement is scheduled to be completed by no later than March 31, 2012 in accordance with the basic policy and the basic terms and condition set out in LOI executed on February 25, Objectives and Background of the Integration Following the integration of the domestic businesses, which was conducted previously, NYK and Yusen Logistics will execute the Integration with the aim of positioning the NYK Group as a truly global player in the logistics industry by optimizing and increasing the efficiency of the logistics business of the NYK group and improving the business value of the two companies by using the group synergy to the fullest. The logistics business of NYK primary comprises land transport, warehousing and delivery, and an 1

2 ocean freightforwarding business, and the logistics business of Yusen Logistics primary comprises an air freightforwarding business. Further, given that the customer bases of the two companies are not largely overlapped, the Integration will allow the companies to provide worldclass logistics services in terms of size and quality. 2. Outline of the Integration 21. Details of the Integration Specifically, NYK and Yusen Logistics will execute the Integration with respect to the overseas logistics businesses of NYK and Yusen Logistics subject to the Integration (hereinafter the Integration Businesses ) in accordance with the basic policy and the basic terms and conditions of the Basic Agreement (including the method of integration and the scheduled execution date) for each subsidiary of NYK and Yusen Logistics that conducts an Integration Business in any country or region (hereinafter the Integration Subsidiaries ). To ensure that all of the Individual Integration Transactions are complete by no later than March 31, 2012 in accordance with the basic policy and the basic terms and conditions set out in the Basic Agreement, Integration Subsidiaries that are parties to the integration of a logistics business in a specific country or region (hereinafter Individual Integration Transaction ) are expected to consult on the details of the Individual Integration Transaction each other in good faith and to execute an agreement for that Individual Integration Transaction that have been approved by both NYK and Yusen Logistics (hereinafter Individual Integration Transaction Agreement ) and to conduct the Individual Integration Transaction in accordance with the terms and conditions of the Individual Integration Transaction Agreement. Upon the Integration, Yusen Logistics will receive from NYK some of the property held by NYK that functions as an organized and integral part of its overseas logistics business (including assets and liabilities, relationships that have economic value such as customer relationships), and Yusen Logistics plan to pay a total of approximately 7.2 billion yen as consideration for that property at present. Under the Basic Agreement, NYK has 30 Integration Subsidiaries (4 in Americas, 16 in Europe, 4 in East Asia, and 6 in South Asia), and Yusen Logistics has 16 Integration Subsidiaries (2 in Americas, 7 in Europe, 3 in East Asia, and 4 in South Asia and Oceania). Therefore, as a result of the Integration, Yusen Logistics will lead the business operations of these companies as its consolidated subsidiaries. The overview of the integration of the logistics businesses in each country and region are as set out in Attachment 2. The important Individual Integration Transactions are as set out in Attachment 1 and comprise the United States (the integration of the operating companies in the United States), Europe (integration of the holding company in Europe) and the United Kingdom (integration of the operating companies in the United Kingdom). 2

3 22. Timeline of the Integration Resolution of a Board of Directors Meeting Approving the Execution of the Basic Agreement on Integration of Overseas Businesses (NYK and Yusen Logistics) Signing the Basic Agreement on Integration of Overseas Businesses (NYK and Yusen Logistics) Scheduled Execution Date of each Individual Integration Transaction December 22, 2010 December 22, 2010 To be executed in order from January 1, 2011 (tentative) until March 31, 2012 (tentative) (Note 1) The timeline of the Integration might be changed upon consultation and with the agreement of NYK and Yusen Logistics if the procedures of the Integration delays or if it is otherwise necessary. (Note 2) See Attachment 1 for the scheduled execution dates of important Individual Integration Transactions. 23. Method of the Integration As described above in 21 Details of the Integration, each Individual Integration Transaction will be conducted in the form of a merger, business transfer, or share acquisition for each Integration Subsidiary in each country or region by observing the law of each country and in accordance with the basic policy and the basic terms and conditions set out in the Basic Agreement (including the method of integration and the scheduled execution date). 24. DecisionMaking Process for the Integration With respect to the decisionmaking process for the Integration, for the purpose of optimizing and increasing the efficiency of the logistics businesses of the NYK Group and using the group synergy to the fullest, we have started the negotiation for the integration of logistics businesses as notified in the Nippon Yusen and Yusen Air & Sea Service Commence Discussions for Reorganization and Integration of Logistics Businesses dated November 2, After the LOI concerning the Integration between the two companies was executed on February 25, 2010, the two companies had continuous discussions and negotiations about a concrete integration method, and came to conclusion on the new Basic Agreement. 3. Basis of Appraisals in the Basic Policy and the Basic Terms and Conditions of the Individual Integration Transactions 31. Basis of Appraisals To determine the basic policy and the basic terms and conditions of each Individual Integration Transaction (excluding some), each company decided individually to request a thirdparty appraiser that is independent from the two companies to conduct an appraisal of the share value and the business value of each Integration Subsidiary in order to ensure the fairness and appropriateness of that appraisal. NYK has appointed KPMG FAS Co., Ltd. (hereinafter KPMG ) as its thirdparty appraiser and Yusen Logistics has appointed PricewaterhouseCoopers Co., Ltd. (hereinafter PwC ) as its thirdparty appraiser. 3

4 KPMG has conducted its appraisal of each Integration Subsidiary using the discounted cash flow (hereinafter DCF ) method in order to reflect the future business value of each Integration Subsidiary in its assessment. Further, in conducting its appraisal of the share value and the business value of each Integration Subsidiary, KPMG has, in principle, used the information provided by the two companies and the information and other data that is publicly available as presented on the assumption that all of those materials, information, and other data are accurate and complete, and KPMG has not independently verified the accuracy and completeness of that information, etc. KPMG has not conducted an independent valuation, appraisal, or assessment of the assets and liabilities (including offbalance sheet assets and liabilities and other contingent liabilities) of any individual Integration Subsidiary, including any analysis or valuation of any assets or liabilities, and KPMG has not requested a thirdparty institution to conduct any appraisal or assessment. In addition, KPMG has presumed that the information regarding the financial forecasts for each Integration Subsidiary has been reasonably prepared based on the most appropriate forecasts and judgments at that time by the management of NYK and Yusen Logistics. The results of the appraisals of the share value and the business value provided by KPMG do not reflect an opinion on the fairness of the Individual Integration Transactions. Meanwhile, PwC conducted its appraisal of each Integration Subsidiary using the DCF method in order to reflect the future business value of each Integration Subsidiary in its assessment. Further, in conducting its appraisal of the share value and the business value of each Integration Subsidiary, PwC has, in principle, used the information provided by the two companies and the information and other data that is publicly available as presented on the assumption that all of those materials, information, and other data are accurate and complete, and PwC has not independently verified the accuracy and completeness of that information, etc. PwC has not conducted an independent valuation, appraisal, or assessment of the assets and liabilities (including offbalance sheet assets and liabilities and other contingent liabilities) of any individual Integration Subsidiary, including any analysis or valuation of any assets or liabilities, and PwC has not requested a thirdparty institution to conduct any appraisal or assessment. In addition, PwC has presumed that the information regarding the financial forecasts for each Integration Subsidiary has been reasonably prepared based on the most appropriate forecasts and judgments at that time by the management of NYK and Yusen Logistics. The results of the appraisals of the share value and the business value provided by PwC do not reflect an opinion on the fairness of the Individual Integration Transactions. 32. Background of the Appraisals NYK and Yusen Logistics have negotiated the basic policy and the basic terms and conditions including the merger ratio and the transfer price for each Individual Integration Transaction based on the objective share value and business value of each Integration Subsidiary that was calculated by the above thirdparty appraisers. After careful consideration of the share value and the business value of each Integration Subsidiary by referring to those appraisal results and by taking into account all factors such as the financial condition, the state of assets, and the future outlook of each Integration Subsidiary, the two companies agreed on the basic policy and the basic terms and conditions for each Individual Integration Transaction and obtained approvals at the respective board of directors 4

5 meetings of held on December 22, Relationship with Appraisers KPMG and PwC, which are the thirdparty appraisers of NYK and Yusen Logistics respectively, are independent from NYK and Yusen Logistics. As they are not related party of NYK or Yusen Logistics, they do not have an important interest that should be stated with respect to the Integration. 34. Measures to Ensure Fairness As explained in 31 above, at the time of the Integration, NYK and Yusen Logistics have, in order to ensure fairness, requested their respective thirdparty independent appraisers to conduct appraisals of the share value and the business value of each Integration Subsidiary and have received those appraisal results. The two companies have conducted careful consultations and negotiations with each other while referring to those appraisal results. They have decided to execute the Integration pursuant to the basic policy and the basic terms and conditions that were agreed to as a result of those consultations and negotiations. 35. Measures to Avoid Conflicts of Interests From the perspective of avoiding any conflict of interests, the board of directors, which is the highest decisionmaking body of Yusen Logistics, and the corporate officers meeting, which is the body that is in charge of operations under supervision by the board of directors, have made decision independently. Four statutory auditors including two outside statutory auditors attended the meeting of the board of directors that approved the execution of the Basic Agreement on Integration of Overseas Businesses held on December 22, 2010 in order to supervise the execution of the duties of the board of directors and the corporate officers meeting from an objective and neutral standpoint. None of those company auditors have made any objection to the above resolution. Yusen Logistics has appointed Sudoh & Takai Law Offices as its legal advisor and has received advice from a legal perspective on matters such as appropriate procedures and responses for the Integration. Before discussion of the reorganization and integration of the logistics businesses of NYK and Yusen Logistics commenced, Akio Futami, who was at that time an employee (General Manager, Logistics Group) of NYK and an outside director of Yusen Air & Sea Service Co., Ltd. (its name at that time), resigned from his position as a director of Yusen Air & Sea Service on October 15, On the other hand, Shoji Murakami, who was at that time a Corporate Officer of NYK and also a director of Yusen Air & Sea Service Co., Ltd. (its name at that time), resigned from his position as a Corporate Officer of NYK on October 20, No person concurrently taking role of an officer or employee of both companies has been involved in any consultations and negotiations between NYK and Yusen Logistics on the basic policy and the basic terms and conditions of any individual transaction in the Integration. Therefore, no special interested person from either NYK or Yusen Logistics has been present during the consultations and negotiations. 4. Status after the Integration The corporate name, address (head office), address (main offices), representative, business, and accounting period of Yusen Logistics will not change after the Integration because the Integration is a transaction between the Integration Subsidiaries in specific countries and regions. The capital and 5

6 the total number of issued shares of Yusen Logistics will not be changed by the Integration. The consolidated net assets and the consolidated total assets of Yusen Logistics after the Integration are scheduled to be determined in the future. 5. Business Prospects of NYK and Yusen Logistics The Integration will be executed in order from January 2011, but the majority of the transactions will be conducted from April 2011, so it is expected that the impact of the Integration on the performance of the two companies during the current fiscal year will be minimal. If it is necessary to revise any performance forecast upon consideration by the two companies in the future, the two companies will disclose those revisions immediately. 6. Transactions with the Majority Shareholder From the perspective of Yusen Logistics, the Basic Agreement that has been executed between NYK and Yusen Logistics in association with the Integration constitutes a transaction with a controlling shareholder. Yusen Logistics considers the execution of the Basic Agreement appropriate according to its Policy for Protecting Minority Shareholders in the Transaction with the Majority Shareholder included in the report on corporate governance disclosed by Yusen Logistics on November 25, An explanation follows. NYK and Yusen Logistics consider that the execution of the Basic Agreement based on the share value and the business value of each Integration Subsidiary appraised by the independent thirdparty institutions of each of the two companies will improve the corporate value of the two companies and will benefit the joint interests of the shareholders. The Policy for Protecting Minority Shareholders in the Transaction with the Majority Shareholder included in the report on corporate governance disclosed by Yusen Logistics on November 25, 2010 is as follows. Policy for Protecting Minority Shareholders in the Transaction with the Majority Shareholder Although there will not be a significant volume of transactions in business activities between the company and its majority shareholder or its group companies, if any transaction takes place, the conditions of that transaction will be the same as other general transactions in consideration of market prices. The company makes independent decisions according to the management judgment of its board of directors, which is its highest decisionmaking body, and its board of executive officers, which is in charge of operations under the supervision of the board of directors. In addition, four statutory auditors including two outside statutory auditors will conduct an audit to supervise the performance of the board of directors and the corporate officers meeting from an objective and neutral standpoint. With those decisionmaking bodies and governance systems, the company confirms that its operations are being conducted appropriately, and the company believes that no transactions with its majority shareholder or its group companies will disadvantage Yusen Logistics or its minority shareholders. The company believes that the system to protect its minority shareholders will be well maintained. The Integration Transactions meet the abovementioned Policy for Protecting Minority 6

7 Shareholders in the Transaction with the Majority Shareholder NYK and Yusen Logistics have taken measures with respect to the Integration to ensure fairness and avoid any conflict of interests as explained above in 34 Measures to Ensure Fairness and 35 Measures to Avoid Conflicts of Interests. Further, Yusen Logistics has obtained from Sudoh & Takai Law Offices, which does not have any interests in the majority shareholder, an opinion dated December 10, 2010 stating that it judges that the Integration will not be detrimental for the minority shareholders after comprehensively reviewing the background of negotiation and decisionmaking process. The opinion confirms that 1) the Integration is commercially necessary, 2) the decision was fairly made after repeated negotiations and consultations between the two companies, 3) the price has been determined based on the results of appraisals by independent thirdparty institutions and value was objectively and appropriately studied, 4) there has been sufficient opportunity for the shareholders to make their own investment decisions. 7. Overview of Integration of Overseas Logistics Business For overview of the integration of overseas logistics business, please see the attached material, NYK / Yusen Logistics Integration of Overseas Business. End 7

8 Attachment 1 Overview of Important Individual Integration Transactions and Integration Subsidiaries 1. Integration of the U.S. Operating Companies 11. Overview and Method of the Integration The U.S. logistics businesses will be integrated through an absorptiontype merger. Yusen Air & Sea Service (USA) Inc., which is the U.S. business company of the Yusen Logistics Group, will become the surviving company and NYK Logistics (Americas) Inc., which is the U.S. logistics business company of NYK Group will become the extinct company. In association with that absorptiontype merger, shares of the surviving company will be newly delivered to NYK Group as consideration for that merger. In order to adjust the shareholding ratios of the Yusen Logistics Group and NYK Group in the surviving company at 51% and 49% respectively, shares of the surviving company will be transferred between the two groups pursuant to the Basic Agreement after the merger becomes effective. The following is an overview of the company after the Integration. (1) Corporate Name Yusen Logistics (Americas) Inc. (the corporate name is scheduled to be changed from Yusen Air & Sea Service (USA) Inc. on April 1, 2011) (2) Address To be determined (3) Name of Representative To be determined International ocean freightforwarding, international air freightforwarding, (4) Business contract logistics, domestic transportation, and custom brokerage (5) Paid in Capital To be determined (6) Major Shareholders and Shareholding Ratio Yusen Logistics Co., Ltd 51% NYK Group Americas Inc. 49% (Note 1) (7) Accounting Period Ending in March (8) Net Assets (Note 2) USD 163,304 thousand (9) Total Assets (Note 2) USD 274,379 thousand (Note 1) The shareholding ratios here are after adjusting between the two companies as described below. (Note 2) The net assets and the total assets are the sum of the amounts for the period ended December 2009 of Yusen Air & Sea Service (USA) Inc. (nonconsolidated)and for NYK Logistics (Americas) Inc. on March 2010 of NYK Logistics (Americas) Inc. (consolidated). NYK Logistics (Americas) Inc. (INSD), which is a whollyowned subsidiary of NYK Logistics (Americas) Inc. set out in Attachment 2, plans to conduct an absorptiontype merger. Yusen Logistics (Americas) Inc. will become the surviving company and NYK Logistics (Americas) Inc. (INSD) will become the extinct company after that above integration. 8

9 12. Overview of the Companies (1) Corporate Name (2) Address (3) Name of Representative (4) Business (5) Paid in Capital Surviving Company (as of December 31, 2009) Yusen Air & Sea Service (USA) Inc. 377 Oak Street, Suite 302 Garden City, NY U.S.A. Masaki Tanaka, President & CEO International ocean freightforwarding, international air freightforwarding, custom brokerage, etc. USD 14,000 thousand Extinct Company (as of March 31, 2010) NYK Logistics (Americas) Inc. 300 Lighting Way, Secaucus, NJ , U.S.A. Kazuo Ishizuka, President & CEO International ocean freightforwarding, contract logistics, domestic transportation., etc. USD 2,630 thousand (6) Date Established (7) Issued Shares October 1, 1968 April 26, ,000 shares 1,073 shares (8) Accounting Period Ending in December Ending in March (9) Number of Employees 376 employees 1,288 employees (10) Main Business Partners (11) Main Banks (12) Major Shareholders and Shareholding Ratio Electronics, automobile, parts, and medical equipment manufactures The Bank of TokyoMitsubishi UFJ, Ltd. Yusen Logistics Co., Ltd.: 100% Major U.S. companies such as retail, electronics, and food companies The Bank of TokyoMitsubishi UFJ, Ltd. Regional Bank NYK Group Americas Inc.: 98.97% NYK Logistics (Japan) Co., Ltd.: 1.03% (13) Relationship between the Companies Capital There is no capital relationship that should be stated. 9

10 Personnel Trade Status as Related Parties Tetsuichi Nozaki, Chairman of NYK Logistics (Americas) Inc., was also outside Director of Yusen Air & Sea Service (USA) Inc. from April 1, There is no other personnel relationship that should be stated. There are transactions in some businesses (international ocean freightforwarding) Both Companies are the consolidated subsidiaries of NYK and are the Related Parties. (14) Performance and financial position for the most recent three years Accounting Period Net Assets (USD in thousands) Total Assets (USD in thousands) Net Assets per Share (USD) Sales (USD in thousands) Operating Income (USD in thousands) Ordinary Income (USD in thousands) Net Income (USD in thousands) Net Income per Share (USD) Dividends per Share (USD) Yusen Air & Sea Service (USA) Inc. (Nonconsolidated) Period ended December 2007 Period ended December 2008 Period ended December 2009 NYK Logistics (Americas) Inc. (consolidated) Period ended March 2008 Period ended March 2009 Period ended March ,990 43,155 42, , , ,884 66,882 65,917 68, , , , , , , , , , , , ,772 5,571 2,900 (1,408) 23,630 14,912 7,429 6,294 3,518 (1,153) 22,230 14,537 7,261 3,748 2,230 (811) 17,371 8,295 4, (5.79) 16, , , (Note) The financial data of AIR & SEA SERVICE (USA) INC. is calculated based on JapaneseGAAP, and the data of NYK (AMERICAS) INC is calculated based on USGAAP.. 10

11 13. Allotments pertaining to the Restructuring Allotments pertaining to the Restructuring Yusen Air & Sea Service (USA) Inc. (surviving company) (Note) Shareholding ratio of the shares and number of shares to be allotted NYK Logistics (Americas) Inc. (extinct company) The allotment ratio will be 531 shares of common stock of Yusen Air & Sea Service (USA) Inc. for 1 share of common stock of NYK Logistics (Americas) Inc. Therefore, Yusen Air & Sea Service (USA) Inc. will allot and deliver 569,763 shares of common stock upon the merger. Yusen Air & Sea Service (USA) Inc. assumes upwardlyrevised estimation in the sales and the operating income on its projection. See 3 Basis for Appraisal of the Basic Policy and Basic Terms and Conditions of the Individual Integration Transactions on page 3 with respect to the allotment pertaining to that merger. 14. Details of the Transfer of the Shares of the Surviving Company As a result of the above merger, 569,763 shares of common stock of the surviving company will be delivered to NYK Group. In order to adjust the shareholding ratios in the surviving company of Yusen Logistics Group and NYK Group at 51.0% and 49.0% respectively, shares of the surviving company will be transferred between the two groups pursuant to the Basic Agreement after the merger will become effective. The number of shares to be transferred, the transfer price, and the status of the surviving company, which is owned by both groups, before and after the share transfer is as follows. (1) Number of Shares before the Transfer Yusen Logistics Co., Ltd. 140,000 shares (shareholding ratio: 19.7%) NYK Group Americas Inc. and NYK Logistics (Japan) Co., Ltd. NYK Group Americas Inc.: 563,922 shares NYK Logistics (Japan) Co., Ltd.: 5,841 shares (2) Number of Transferred Shares (3) Number of Shares after the Transfer Total : 569,763 shares (shareholding ratio: 80.3%) 221,980 shares (transfer price: USD 48,962 thousand) NYK Group Americas Inc.: 347,783 shares NYK Logistics (Japan) Co., Ltd.: 361,980 shares 0 shares (shareholding ratio: 51.0%) Total : 347,783 shares (shareholding ratio: 49.0%) See 3 Basis for Appraisal in the Basic Policy and Basic Terms and Conditions of the Individual Integration Transactions on page 3 with respect to the appraisal of that share transfer price. 11

12 15. Timeline of the Integration Resolution of a Board of Directors Meeting Approving the Execution of the Basic Agreement on the Integration of the Overseas Businesses (NYK and Yusen Logistics) Date of Execution of the Basic Agreement on Integration of Overseas Businesses Date of Execution of the Individual Integration Transaction Agreements (Yusen Air & Sea Service (USA) Inc. / NYK Logistics (Americas) Inc.) Effective Date of the Merger Share Transfer Date December 22, 2010 December 22, 2010 To be determined April 1, 2011 (scheduled) April 1, 2011 (scheduled) 16. Future Outlook The merger will not have any impact on the performance forecast for the consolidated fiscal year (ending March 2011) of Yusen Logistics. Further, the merger will not have any impact on the performance forecast of the consolidated fiscal year (ending March 2011) of NYK. The performance forecast for the next fiscal year after the Integration will be announced once when it will be confirmed. 2. Integration of European Holding Companies 21. Overview and Method of the Integration The European holding companies related to the logistics businesses of the two groups will be integrated through an absorptiontype merger. Yusen Air & Sea Service (Europe) B.V., which is a holding company that controls the European subsidiaries of Yusen Logistics Group, will become the surviving company and NYK Logistics (Europe Continent) B.V., which is a holding company that controls the European logistics subsidiaries (excluding the U.K. subsidiaries) of NYK Group, will become the extinct company. NYK Logistics (Europe Continent) B.V. will be newly established by demerger of the logisticsrelated business of NYK Holding (Europe) B.V., which is a holding company that controls the entire European subsidiaries of NYK Group. It will conduct the above merger subsequently after its establishment. The following is an overview of the company after the Integration. (1) Corporate Name Yusen Logistics (Europe) B.V. (the corporate name is scheduled to be changed from Yusen Air & Sea Service (Europe) B.V. on April 1, 2011) (2) Address To be determined (3) Name of Representative To be determined 12

13 (4) Business Regional Headquarter in Europe (5) Paid in Capital To be determined (6) Major Shareholders and Shareholding Ratio Yusen Logistics Co., Ltd. 53.7% Nippon Yusen Kabushiki Kaisha 46.3% (7) Accounting Period Ending in March (8) Net Assets EUR 94,020 thousand (note) (9) Total Assets EUR 260,819 thousand (note) (Note ) Net Assets and Total Assets are just the sum of the amouts for the period ended December 2009 of Yusen Air & Sea Service (Europe) B.V. and for the period ended March 2010 of NYK Logistics (Europe Continent) B.V. 22. Overview of the Companies (1) Corporate Name (2) Address (3) Name of Representative (4) Business Surviving Company (as of December 31, 2009) Yusen Air & Sea Service (Europe) B.V. Reykjavikweg 1, 1118LK Schiphol SouthEast, The Netherlands Takashi Isobe, Director Regional Headquarter in Europe of Yusen Logistics Group Extinct Company (as of March 31, 2010) NYK Logistics (Europe Continent) B.V. Strawinskylaan E ETAGE, 1077 ZX Amsterdam, The Netherlands Akio Futami, Director Holding company of European logistics companies of NYK Group (5) Paid in Capital EUR 18,518 thousand EUR 18 thousand (scheduled) (6) Date Established October 1, 1986 December 31, 2010 (scheduled) (7) Issued Shares 18,518 shares 180 shares (scheduled) (8) Accounting Period Ending in December Ending in March (9) Number of Employees 15 employees 0 employees (10) Main Business Partners Bank of TokyoMitsubishi UFJ (11) Main Banks (Holland) N.V. To be determined ABN Amro Bank N.V. (12) Major Shareholders Nippon Yusen Kabushiki Kaisha Yusen Logistics Co., Ltd. 100% and Shareholding Ratio 100% (13) Relationship between the Companies Capital There is no capital relationship that should be stated. Personnel There is no personnel relationship that should be stated. Trade There is no business relationship that should be stated. Status as Related Parties At the execution of the merger, both Companies will be the consolidated subsidiaries of NYK and are the Related Parties. 13

14 (14) Performance and financial position for the most recent three years Yusen Air & Sea Service (Europe) B.V. NYK Logistics (Europe Continent) B.V. Accounting Period Period Period Period Period Period Period ended ended ended ended ended ended December 2007 December 2008 December 2009 March 2008 March 2009 March 2010 Net Assets (EUR in 48,409 49,025 45,883 47,339 38,957 48,137 thousands) Total Assets (EUR in 83,268 91,529 80, , , ,890 thousands) Net Assets per Share 2, , , , , , (EUR) Sales (EUR in 131, ,787 92, , , ,613 thousands) Operating Income 5,915 4,854 (3,584) 11,416 (1,474) 1,378 (EUR in thousands) Ordinary Income 7,424 5,134 (3,034) 12,195 (2,368) 322 (EUR in thousands) Net Income (EUR in 5,081 3,426 (2,652) 9,889 (8,349) (493) thousands) Net Income per Share (143.22) 54, (46,380.99) (2,738.81) (EUR) Dividend per Share (EUR) (Note 1) The extinct company is scheduled to be established on December 31, 2010 by demerger of the logisticsrelated businesses from NYK Holding (Europe) B.V., and the information stated above is the one that is currently anticipated. (Note 2) Yusen Air & Sea Service (Europe) B.V. prepares consolidated financial statements, but the above is just addition of the figures of the European business subsidiaries that are under the control of Yusen Air & Sea Service (Europe) B.V. (Note 3) NYK Logistics (Europe Continent) B.V. is a company that is scheduled to be established on December 31, 2010, so it does not have any past performance. The above figures are the consolidations of the performance and financial position of the European logistics business subsidiaries that are scheduled to be under the control of NYK Logistics (Europe Continent) B.V. 23. Allotments pertaining to the Restructuring Allotments pertaining to the Restructuring Yusen Air & Sea Service (Europe) B.V. (surviving company) (Note) Shareholding ratio of the shares and number of shares to be allotted NYK Logistics (Europe Continent) B.V. (extinct company) The allotment ratio will be shares of common stock of Yusen Air & Sea Service (Europe) B.V. for 1 share of common stock of NYK Logistics (Europe Continent) B.V. Therefore, Yusen Air & Sea Service (Europe) B.V. will allot and deliver 15,975 shares of common stock upon the merger. See 3 Basis for Appraisal in the Basic Policy and Basic Terms and Conditions of the Individual Integration 14

15 Transactions on page 3 with respect to the allotment pertaining to that merger. 24. Timeline of the Integration Resolution of a Board of Directors Meeting Approving the Execution of the Basic Agreement on the Integration of the Overseas Businesses (NYK and Yusen Logistics) Date of Execution of the Basic Agreement on Integration of Overseas Businesses Date of Execution of the Individual Integration Transaction Agreements (Yusen Air & Sea Service (Europe) B.V. / NYK Logistics (Europe Continent) B.V.) Effective Date of the Merger Share Transfer Date December 22, 2010 December 22, 2010 To be determined April 1, 2011 (scheduled) April 1, 2011 (scheduled) 25. Future Outlook The merger will not have any impact on the performance forecast for the consolidated fiscal year (ending March 2011) of Yusen Logistics. Further, the merger will not have any impact on the performance forecast of the consolidated fiscal year (ending March 2011) of NYK. The performance forecast for the next fiscal year after the Integration will be announced once when it will be confirmed. 3. Integration of the U.K. Operating Companies 31. Overview and Method of the Integration NYK Group Europe Ltd., which is the holding company of the NYK Group in U.K., will transfer all of the shares of NYK Logistics (UK) Ltd., which is a U.K. logistics business company of the NYK Group, to Yusen Logistics (Europe) B.V. (the corporate name is scheduled to be changed from Yusen Air & Sea Service (Europe) B.V. on April 1, 2011), which is a European holding company of Yusen Logistics Group. After that share transfer, NYK Group Europe Ltd. will transfer its logistics business to NYK Logistics (UK) Ltd., and Yusen Air & Sea Service (U.K.) B.V., which is a U.K. business company of the Yusen Logistics Group, will transfer its entire business to NYK Logistics (UK) Ltd. It will change its corporate name to Yusen Logistics (UK) Ltd. 32. Overview of the Companies (as of March 31, 2010) Overview of the U.K. Operating Companies subject to the Integration (1) Corporate Name NYK Logistics (UK) Ltd. (2) Address GP1, Cheaney Drive, Grange Park, Northampton U.K. (3) Name of Representative Ian Veitch, CEO 15

16 (4) Business International ocean freightforwarding, contract logistics, domestic transportation, etc. (5) Paid in Capital GBP 40,930 thousand (6) Date Established October 12, 1990 (7)Major Shareholders and Shareholding Ratio NYK Group Europe Ltd. 100% Capital There is no capital relationship that should be (8)Relationship between Yusen Logistics and the Company Personnel Trade stated. There is no personnel relationship that should be stated. There are transactions in some businesses (international ocean freightforwarding.) (9) Performance and financial position of the Company for the most recent three years Accounting Period Period ending Period ending March Period ending March March Net Assets (GBP in thousands) 29,623 20,720 14,464 Total Assets (GBP in thousands) 129, ,507 76,560 Net Assets per Share (GBP) Sales (GBP in thousands) 366, , ,375 Operating Income (GBP in thousands) 7,171 5,138 (95) Ordinary Income (GBP in thousands) 4,311 5,220 (2,590) Net Income (GBP in thousands) 6,985 (3,848) (6,255) Net Income per Share (GBP) 0.17 (0.09) (0.15) Dividend per Share (GBP) Overview of the Company Transferring Shares (1) Corporate Name NYK Group Europe Ltd. (2) Address City Point 1 Ropemaker Street, London EC2Y 9NY, U.K. (3) Name of Representative Masamichi Morooka, Managing Director (4) Business Control of the European region, shipping agency business, European logistics subtractive control (5) Paid in Capital GBP 81,490,000 (6) Date Established October 15, 1997 (7) Net Assets GBP 75,771 thousand (as of March 31, 2010, nonconsolidated) (8) Total Assets GBP 116,235 thousand (as of March 31, 2010, nonconsolidated) (9) Major Shareholders and Shareholding Ratio Nippon Yusen Kabushiki Kaisha 100% 16

17 (10) Relationship between Yusen Logistics and the Company Capital Personnel Trade Status as Related Parties There is no capital relationship that should be stated. There is no personnel relationship that should be stated. There is no business relationship that should be stated. Both companies are subsidiaries under NYK consolidation and there are such conditions involving related parties that should be stated. Overview of the Company Receiving Shares See the information of Yusen Logistics (Europe) B.V. (the corporate name is scheduled to be changed from Yusen Air & Sea Service (Europe) B.V. on April 4, 2011) in 21 Overview and Method of the Integration in 2 Integration of European Holding Companies above. 33. Number of Transferred Shares, Transfer Price, and Status of Shares Before and After the Transfer Yusen Logistics (Europe) B.V. NYK Group Europe Ltd. (1) Number of Shares before the Transfer 0 shares (shareholding ratio: %) 40,930,000 shares (shareholding ratio: 100%) (2) Number of 40,930,000 shares Transferred Shares (transfer price: GBP 15,341 thousand) (3) Number of Shares after the Transfer 40,930,000 shares (shareholding ratio: 100%) 0 shares (shareholding ratio: %) See 3 Basis for Appraisal in the Basic Policy and Basic Terms and Conditions of the Individual Integration Transactions on page 3 with respect to the appraisal of that share transfer price. 34. Timeline of the Integration Resolution of a Board of Directors Meeting on the Integration of the Overseas Businesses (NYK and Yusen Logistics) Date of Execution of Basic Agreement on Integration of Overseas Businesses Date of Execution of the Individual Integration Transaction Agreements Share Transfer Date December 22, 2010 December 22, 2010 To be determined April 17, 2011 (scheduled) 17

18 35. Future Outlook The merger will not have any impact on the performance forecast for the consolidated fiscal year (ending March 2011) of Yusen Logistics. Further, the merger will not have any impact on the performance forecast of the consolidated fiscal year (ending March 2011) of NYK. The performance forecast for the next fiscal year after the Integration will be announced once when it will be confirmed. See the attached supplementary material Capital Relationship Diagram Before and After the Integration (Important Individual Integration Transactions) with respect to the important capital relationships of three major companies of Individual Integration Transactions and Integration Subsidiaries. End 18

19 Supplementary Materials Capital Relationship Diagram Before and After the Integration (Important Individual Integration Transactions) Before the Integration NYK Group 59.5% Yusen Logistics Group NLEC NHE NGE YEU NLA Other European NLUK YUS UK YUK Other European Subsidiaries Subsidiaries (Logistics Business) After the Integration NYK Group 59.5% Yusen Logistics Group 46.3% 53.7% 49% 51% YLEU YLUS YLUK Other European Subsidiaries (Logistics Business) (Note) If a capital relationship of a company is not especially noted, it is 100% relationship. 19

20 Abbreviations and corporate names of each related company Abbreviation NLA NGE NLEC NLUK YUS YEU YUK YLUS YLEU YLUK Corporate Name NYK Logistics (Americas) Inc. NYK Group Europe Ltd. NYK Logistics (Europe Continent) B.V. NYK Logistics (UK) Ltd. Yusen Air & Sea Service (USA) Inc. (the corporate name is scheduled to change to Yusen Logistics (Americas) Inc. after the Integration) Yusen Air & Sea Service (Europe) B.V. (the corporate name is scheduled to change to Yusen Logistics (Europe) B.V. after the Integration) Yusen Air & Sea Service (U.K.) Ltd. Yusen Logistics (Americas) Inc. Yusen Logistics (Europe) B.V. Yusen Logistics (UK) Ltd. End 20

21 Attachment 2 Overview of the Individual Integration Transactions Country or Region United States Brazil Argentina Europe European Holding Companies United Kingdom Netherlands Integration Subsidiary NYK Yusen Logistics Integration Method NYK (AMERICAS) INC. NYK (AMERICAS) INC. (INSD) NYK DO BRASIL LIMITADA MULTILOGISTICA S.A. NYK (EUROPE CONTINENT) B.V. NYK (UK) LTD. NYK GROUP EUROPE LTD. NYK (NEDERLAND) B.V. NYK (EDAM) B.V. AIR & SEA SERVICE (USA) INC.. AIR & SEA SERVICE DO BRASIL LTDA AIR & SEA SERVICE (EUROPE) B.V. AIR & SEA SERVICE (U.K.) LTD. AIR & SEA SERVICE (U.K.) LTD. AIR & SEA SERVICE (BENELUX) B.V. Merger and Share Transfer (equity adjustment) Merger Merger Share Transfer (equity adjustment) Merger Share Transfer Business Transfer Contribution in Kind of the Logistics Business Merger Contribution in Kind of Shares Basic Policy and Basic Terms and Conditions In the case of a Merger In the case of a Share Transfer, Business Transfer, or Contribution in Kind Surviving Company Target Transferor Transferee AIR & SEA SERVICE (USA) INC. (AMERICAS) INC. NYK DO BRASIL LTDA AIR & SEA SERVICE (EUROPE) B.V. NYK (NEDERLAND) B.V. Shares of (AMERICAS) INC. NYK GROUP AMERICAS INC. and NYK JAPAN CO., LTD. (equity adjustment) CO., LTD. (equity adjustment) Shares of MULTILOGISTICA S.A. NIPPON KABUSHIKI KAISHA CO., LTD. Shares of NYK (UK) LTD. Business of AIR & SEA SERVICE (U.K.) LTD. Logistic Business of NYK GROUP EUROPE LTD. NYK GROUP EUROPE LTD. AIR & SEA SERVICE (U.K.) LTD. NYK GROUP EUROPE LTD. (EUROPE) B.V. NYK (UK) LTD. NYK (UK) LTD. Shares of NYK (EDAM) B.V. (EUROPE) B.V. (BENELUX) B.V. New Corporate Name after the Integration (tentative) (AMERICAS) INC. DO BRASIL LTDA (ARGENTINA) S.A. (EUROPE) B.V. (UK) LTD. (BENELUX) B.V. (EDAM) B.V. Execution Date (tentative) 2011/6/1 (Note 1)

22 Belgium Germany France Italy Spain Sweden Poland Hungry Czech Republic NYK (BELGIUM) N.V. NYK (CHARLEROI) S.A. MONDIA ARRAS S.A.S. NYK (DEUTSCHLAND) GMBH NYK (FRANCE) S.A.S. NYK (ITALY) S.P.A. NYK KAISHA IBERICA S.A. NYK (POLSKA) SP.ZO. O. NYK (HUNGARY) KFT. NYK (CZECH REPUBLIC) S.R.O. AIR & SEA SERVICE (BENELUX) B.V. Belgium Branch AIR & SEA SERVICE (DEUTSCHLAND) GMBH AIR & SEA SERVICE (FRANCE) S.A.R.L. AIR & SEA SERVICE (ITALIA) S.R.L. AIR & SEA SERVICE (BENELUX) B.V. Spain Branch AIR & SEA SERVICE (BENELUX) B.V. Sweden Branch AIR & SEA SERVICE (DEUTSCHLAND) GMBH Poland Branch AIR & SEA SERVICE (DEUTSCHLAND) GMBH Hungarian Branch AIR & SEA SERVICE (CHEZH) S.R.O. Merger Merger Merger Merger Existing with no change Existing as a branch with no change Business Transfer Business Transfer Contribution in Kind of Business NYK (BELGIUM) N.V. NYK (DEUTSCHLAND) GMBH NYK (FRANCE) S.A.S. NYK (ITALY) S.P.A. Business of AIR & SEA SERVICE (DEUTSCHLAND) GMBH Poland Branch Business of AIR & SEA SERVICE (DEUTSCHLAND) GMBH Hungarian Branch Business of AIR & SEA SERVICE (CHEZH) S.R.O. AIR & SEA SERVICE (DEUTSCHLAND) GMBH AIR & SEA SERVICE (DEUTSCHLAND) GMBH AIR & SEA SERVICE (CZECH) S.R.O. NYK (POLSKA) SP.ZO.O. NYK (HUNGARY) KFT. NYK (CZECH REPUBLIC) S.R.O. (BELGIUM) N.V. (DEUTSCHLAND) GMBH (FRANCE) S.A.S. (ITALY) S.P.A. IBERICA S.A. and (BENELUX) B.V. Spain Branch (BENELUX) B.V. Nordic Branch (POLSKA) SP.ZO.O. (HUNGARY) KFT. (CZECH) S.R.O. 2011/10/1 (Note 2) 2011/5/2 2011/1/1 2011/1/1 22

23 Russia Singapore Philippines India Australia NYK RUS LLC NYK (ASIA) PTE., LTD. NANHAI BUSINESS SOLUTIONS PTE.,LTD., NYK (PHILIPPINES) INC. NYK (INDIA) LTD. NYK (AUSTRALIA) PTY. LTD. Share Transfer AIR & SEA SERVICE (SINGAPORE) PTE. LTD. AIR & SEA SERVICE (PHILIPPINES) INC. AIR & SEA SERVICE (INDIA) P.V.T., LTD AIR & SEA SERVICE (AUSTRALIA) PTY LTD. Merger Existing as is as a subsidiary after the merger of NYK (ASIA) PTE., LTD. and AIR & SEA SERVICE (SINGAPORE) PTE. Merger and Share Transfer (equity adjustment) Merger and Share Transfer (equity adjustment) Business Transfer and Share Transfer (equity adjustment) after NYK (AUSTRALIA) PTY. LTD. becomes a whollyowned subsidiary of AIR & SEA SERVICE (AUSTRALIA) PTY LTD. AIR & SEA SERVICE (SINGAPORE) PTE. LTD. Shares of NYK RUS LLC NYK GROUP EUROPE LTD. (EUROPE) B.V. AIR & SEA SERVICE (PHILIPPINES) INC. NYK (INDIA) LTD. AIR & SEA SERVICE (AUSTRALIA) PTY LTD. Shares of (PHILIPPINES) INC. Shares of (INDIA) PVT LTD. Shares of (AUSTRALIA) PTY. LTD. (equity adjustment) NIPPON KABUSHIKI KAISHA (equity adjustment) NIPPON KABUSHIKI KAISHA (equity adjustment) NYK GROUP OCEANIA PTY. LTD. (equity adjustment) CO.,LTD. (equity adjustment) (SINGAPORE) PTE. LTD. (equity adjustment) (SINGAPORE) PTE. LTD. (equity adjustment) RUS LLC (SINGAPORE) PTE., LTD. NANHAI BUSINESS SOLUTIONS PTE.,LTD., (PHILIPPINES) INC. (INDIA) PVT LTD. (AUSTRALIA) PTY. LTD. 2011/7/1 Sri Lanka NYK & KUSUHARA LANKA (PRIVATE) LTD. Share Transfer (equity adjustment) Shares of NYK & KUSUHARA LANKA (PRIVATE) LTD. NIPPON KABUSHIKI KAISHA CO.,LTD. & KUSUHARA LANKA (PVT) LTD. 23

24 Hong Kong China Taiwan South Korea NYK (HONG KONG) LTD. NYK SHENZHEN (AGENCY) NYK (TAIWAN) CO., LTD. NYK LINE (KOREA) CO.,LTD. AIR & SEA SERVICE (HONG KONG) PTY LTD. Business Transfer Share Transfer AIR & SEA SERVICE (TAIWAN) LTD. AIR & SEA SERVICE (KOREA) PTY CO,.LTD. Merger Business Transfer AIR & SEA SERVICE (TAIWAN) LTD. Business of NYK (HONG KONG) LTD. Shares of NYK SHENZHEN (AGENCY) NYK (HONG KONG) LTD. NYK (HONG KONG) LTD. AIR & SEA SERVICE (HONG KONG) LTD. AIR & SEA SERVICE (HONG KONG) LTD. Logistic Business of NYK LINE (KOREA) CO.,LTD. NYK LINE (KOREA) CO.,LTD. AIR & SEA SERVICE (KOREA) CO., LTD. (Note 1) With the integration of both European holding companies, each integrated company in Europe will be consolidated under from April, 2011 (Note 2) The legal integration in German entity will be conducted on October 1, 2011 in consideration with the local application procedure. (HONG KONG) LTD. To be determined (TAIWAN) LTD. (KOREA) CO., LTD. 2011/3/1 To be determined 24

25 NYK / Yusen Logistics Integration of Overseas Logistics Business December 22, 2010 Nippon Yusen Kabushiki Kaisha (NYK) Yusen Logistics Co., Ltd. (YLK)

26 1.Background, Objectives and Overview of Integration 2.Image of Integrated Logistics Business 1

27 1.Background, Objectives and Overview of Integration 2.Image of Integrated Logistics Business 2

28 11.Background and Objectives of Integration Integrating Logistics Business of NYK and YLK Establishing two main pillars of business, namely freight forwarding (air/ocean) and contract logistics, we offer the best logistics solutions to our global customers as a total logistics provider. WorldLeading Business Scale Quality Service Enhanced Sales Capabilities Improved Cost Competitiveness Strong Organization Background Globalization of customer s logistics and demand for optimized logistics Globalization of logistics providers and intensified competition Enhanced Network Brand Power Establish a Business Portfolio as a Total Logistics Provider Contract logistics: Logistics services provided under the contract with customers (inventory management, delivery service, order management, etc.)

29 12.Overview of Integration Integrate domestic logistics business of NYK Logistics (Japan) Co., Ltd into Yusen Air & Sea Service Co., Ltd. (hereinafter YAS ) through an business transfer on October 1, 2010 Domestic Business Change the trade name of YAS to Yusen Logistics Co., Ltd. (hereinafter YLK ) simultaneously YLK starts as a company conducting logistics business in NYK group Please refer to the announcement by both NYK and YLK on May 28, 2010 for further details regarding domestic logistics business NYK and YLK integrate the overseas logistics businesses which are currently operated respectively Overseas Business Through reorganizations and business/stock transfers, NYK and YLK will establish jointventure companies, which will become YLK consolidated subsidiaries This integration enables NYK and YLK to be one of the worldclass total logistics providers Integrations will be executed on an equal footing for both NYK and YLK

30 13.Image of Consolidated Sales after Integration Europe Others China U.K. YLK Group NL Group 72bil * Korea Taiwan Taiwan NL Group Germany Others Hong Kong 12bil Brazil Germany China Hong Kong 66bil U.K. Integrated 84bil Germany France 11bil U.S. 26bil South Asia Oceania Philippines Others Australia NL Group YLK Group 10bil India B C Philippines Circle A: NYK Group Sales (JPY) Circle B: YLK Group Sales (JPY) Circle C: Integrated Sales (JPY) 12bil Australia Integrated India 22bil Vietnam Singapore Argentina Canada * Integrated 77bil Singapore Vietnam Others A Australia Philippines Singapore Area U.S. Brazil Hong Kong India Belgium Brazil YLK Group Taiwan Integrated Others Americas Canada NL Group Korea Belgium Argentina 15bil 11bil U.K. YLK Group France France Notes: Images made according to actual performance in FY09 East Asia U.S. * Integrations in some major countries in East Asia, South Asia and Oceania (e.g. China and Thailand) are not included in this phase and their integrations will be executed in the next phase subsequently. 5

31 14.Schedule of Integration (1/2) Oct Oct Nov Nov Dec Dec Jan Jan Feb Feb Mar Mar Apr Apr May May Jun Jun Jul Jul ~ Dec Dec Jan Jan Feb Feb Mar Mar The New Company (YLK) has started Present US and Europe HD start Integrated Operations All European companies complete Integration AMERICAS Start Integration Preparation for Integration (Apr) Complete major two US companies (Apr) Complete Brazil and Argentina (Jun) All U.S. companies Integrate Apr 2011~New Operation Starts EUROPE Start Integration (Jan) Poland/Hungary Preparation for Integration (Apr) Europe HD and other subsidiaries (e.g. Belgium and Holland) (Apr) U.K. (May) France (Oct) All European companies (Oct) Germany Apr 2011~New Operation Starts (note: all schedules above are subject to change due to progress of integration) 6

32 14.Schedule of Integration (2/2) Oct Oct Nov Nov Dec Dec Jan Jan Feb Feb Mar Mar Apr Apr May May Jun Jun Jul Jul ~ Dec Dec Jan Jan Feb Feb Mar Mar The New Company (YLK) has started Present New operation starts In each region Complete all integrations EAST ASIA S.ASIA/OCEANIA Start Integration Start Integration (Mar) Hong Kong (Apr) Singapore, Philippines, Australia, and SriLanka Preparation for Integration (Apr) Taiwan and Korea Preparation for Integration Apr 2011~New Operation Starts (Jul) India Integration in China Integration in Thailand Apr 2011~New Operation Starts (note: all schedules above are subject to change due to progress of integration) 7

33 1.Background, Objectives and Overview of Integration 2.Image of Integrated Logistics Business 8

34 21. Overview of Integration (Americas and Europe) Americas (Post Integration) Europe (Post Integration) NYK Group YLK Group NYK Group YLK Group Europe HD Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Items Americas Europe East Asia South Asia / Oceania # of Location Warehouse Space 424,005m2 831,195m2 249,388m2 655,635m2 # of Employee 1,768 4,000 2,411 6,626 (Note: Above is as of the end of March 2010 and includes information of subsidiaries subject to the next phase.) 9

35 22.Position of New YLK Group in NYK Through Integration, NYK and YLK expand the nonasset business (e.g. forwarding operations) NYK Group Sales by Segment (FY09) Others Approx. 200bil Bulk and Specialized Carriers/Tankers Approx. 730bil Liner/Terminal/Air Cargo Approx. 550bil Logistics Approx. 340bil in JPY YLK leads the Logistics Segment of NYK 10

36 Contact Information NYK Corporate Communication Group TEL: FAX: YLK Corporate Communications & IR Department TEL: FAX: