Representative: Yasumi Kudo, President Corporate Name: Yusen …€¦ · NYK and Yusen Logistics Nippon Yusen Kabushiki Kaisha (head office: Chiyoda-ku, Tokyo, Japan; president: Yasumi

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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: +81 3 3284 5058)

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: +81 3 6703 8231)

Execution of the Basic Agreement on Integration of Overseas Businesses of

NYK and Yusen Logistics

Nippon Yusen Kabushiki Kaisha (head office: Chiyoda-ku, Tokyo, Japan; president: Yasumi Kudo) (hereinafter “NYK”) and Yusen Logistics Co., Ltd. (head office: Minato-ku, 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, 2010. 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, 2010. 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, 2010. 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, 2010.

1. 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

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ocean freight-forwarding business, and the logistics business of Yusen Logistics primary comprises an air freight-forwarding business. Further, given that the customer bases of the two companies are not largely overlapped, the Integration will allow the companies to provide world-class logistics services in terms of size and quality.

2. Outline of the Integration

2-1. 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).

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2-2. 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)

December 22, 2010

Signing the Basic Agreement on Integration of Overseas Businesses (NYK and Yusen Logistics)

December 22, 2010

Scheduled Execution Date of each Individual Integration Transaction

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.

2-3. Method of the Integration

As described above in 2-1 “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).

2-4. Decision-Making Process for the Integration

With respect to the decision-making 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, 2009. 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

3-1. 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 third-party 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 third-party appraiser and Yusen Logistics has appointed PricewaterhouseCoopers Co., Ltd. (hereinafter “PwC”) as its third-party appraiser.

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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 off-balance 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 third-party 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 off-balance 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 third-party 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.

3-2. 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 third-party 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

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meetings of held on December 22, 2010.

3-3. Relationship with Appraisers

KPMG and PwC, which are the third-party 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.

3-4. Measures to Ensure Fairness

As explained in 3-1 above, at the time of the Integration, NYK and Yusen Logistics have, in order to ensure fairness, requested their respective third-party 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.

3-5. Measures to Avoid Conflicts of Interests

From the perspective of avoiding any conflict of interests, the board of directors, which is the highest decision-making 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, 2009. 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, 2009. 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

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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, 2010. 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 third-party 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 decision-making 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 decision-making 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 above-mentioned “ Policy for Protecting Minority

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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 3-4 “Measures to Ensure Fairness” and 3-5 “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 decision-making 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 third-party 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-

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Attachment 1 Overview of Important Individual Integration Transactions and Integration Subsidiaries

1. Integration of the U.S. Operating Companies

1-1. Overview and Method of the Integration

The U.S. logistics businesses will be integrated through an absorption-type 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 absorption-type 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

(4) Business International ocean freight-forwarding, international air freight-forwarding, contract logistics, domestic transportation, and custom brokerage

(5) Paid in Capital To be determined (6) Major Shareholders and Shareholding Ratio (Note 1)

Yusen Logistics Co., Ltd 51% NYK Group Americas Inc. 49%

(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. (non-consolidated)and for NYK Logistics (Americas) Inc. on March 2010 of NYK Logistics (Americas) Inc. (consolidated).

NYK Logistics (Americas) Inc. (INSD), which is a wholly-owned subsidiary of NYK Logistics (Americas) Inc. set out in Attachment 2, plans to conduct an absorption-type 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.

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1-2. Overview of the Companies

Surviving Company

(as of December 31, 2009) Extinct Company

(as of March 31, 2010)

(1) Corporate Name Yusen Air & Sea Service (USA) Inc.

NYK Logistics (Americas) Inc.

(2) Address 377 Oak Street, Suite 302 Garden City, NY 11530 U.S.A.

300 Lighting Way, Secaucus, NJ 07094-1588, U.S.A.

(3) Name of Representative

Masaki Tanaka, President & CEO Kazuo Ishizuka, President & CEO

(4) Business

International ocean freight-forwarding, international air freight-forwarding, custom brokerage, etc.

International ocean freight-forwarding, contract logistics, domestic transportation., etc.

(5) Paid in Capital USD 14,000 thousand USD 2,630 thousand

(6) Date Established October 1, 1968 April 26, 1972

(7) Issued Shares 140,000 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

Electronics, automobile, parts, and medical equipment manufactures

Major U.S. companies such as retail, electronics, and food companies

(11) Main Banks The Bank of Tokyo-Mitsubishi UFJ, Ltd.

The Bank of Tokyo-Mitsubishi UFJ, Ltd. Regional Bank

(12) Major Shareholders and Shareholding Ratio

Yusen Logistics Co., Ltd.: 100% 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.

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Personnel Tetsuichi Nozaki, Chairman of NYK Logistics (Americas) Inc., was also outside Director of Yusen Air & Sea Service (USA) Inc. from April 1, 2007. There is no other personnel relationship that should be stated.

Trade There are transactions in some businesses (international ocean freight-forwarding)

Status as Related Parties

Both Companies are the consolidated subsidiaries of NYK and are the Related Parties.

(14) Performance and financial position for the most recent three years

Yusen Air & Sea Service (USA) Inc. (Non-consolidated)

NYK Logistics (Americas) Inc. (consolidated)

Accounting Period Period ended

December 2007

Period ended

December 2008

Period ended

December 2009

Period ended March 2008



Net Assets (USD in thousands)

43,990 43,155 42,420 109,098 117,125 120,884

Total Assets (USD in thousands) 66,882 65,917 68,692 233,781 205,102 205,687

Net Assets per Share (USD)

314.21 308.25 303.00 101,675.86 109,156.22 112,660.13

Sales (USD in thousands) 135,485 144,681 104,464 909,109 860,180 694,772

Operating Income (USD in thousands)

5,571 2,900 (1,408) 23,630 14,912 7,429

Ordinary Income (USD in thousands)

6,294 3,518 (1,153) 22,230 14,537 7,261

Net Income (USD in thousands) 3,748 2,230 (811) 17,371 8,295 4,408

Net Income per Share (USD)

26.77 15.93 (5.79) 16,189.37 7,731.01 4,108.24

Dividends per Share (USD) 6.07 6.64 3.93 - - -

(Note) The financial data of YUSEN AIR & SEA SERVICE (USA) INC. is calculated based on Japanese-GAAP, and the data of NYK LOGISTICS (AMERICAS) INC is calculated based on US-GAAP..

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1-3. Allotments pertaining to the Restructuring

Yusen Air & Sea Service (USA)

Inc. (surviving company)

NYK Logistics (Americas) Inc. (extinct company)

Allotments pertaining to the Restructuring

1 531

(Note) Shareholding ratio of the shares and number of shares to be allotted 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 upwardly-revised 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.

1-4. 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.

Yusen Logistics Co., Ltd. NYK Group Americas Inc. and NYK Logistics (Japan) Co., Ltd.

(1) Number of Shares before the Transfer

140,000 shares (shareholding ratio: 19.7%)

NYK Group Americas Inc.: 563,922 shares

NYK Logistics (Japan) Co., Ltd.: 5,841 shares

Total : 569,763 shares

(shareholding ratio: 80.3%) (2) Number of Transferred Shares

221,980 shares (transfer price: USD 48,962 thousand)

(3) Number of Shares after the Transfer

361,980 shares (shareholding ratio: 51.0%)

NYK Group Americas Inc.: 347,783 shares

NYK Logistics (Japan) Co., Ltd.: 0 shares

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.

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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)

December 22, 2010

Date of Execution of the Basic Agreement on Integration of Overseas Businesses

December 22, 2010

Date of Execution of the Individual Integration Transaction Agreements (Yusen Air & Sea Service (USA) Inc. / NYK Logistics (Americas) Inc.)

To be determined

Effective Date of the Merger April 1, 2011 (scheduled) Share Transfer Date April 1, 2011 (scheduled)

1-6. 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


The European holding companies related to the logistics businesses of the two groups will be integrated through an absorption-type 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 de-merger of the logistics-related 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

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(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.

2-2. Overview of the Companies

Surviving Company (as of December 31, 2009)

Extinct Company (as of March 31, 2010)

(1) Corporate Name Yusen Air & Sea Service (Europe) B.V.

NYK Logistics (Europe Continent) B.V.

(2) Address Reykjavikweg 1, 1118LK Schiphol South-East, The Netherlands

Strawinskylaan 3105 7E ETAGE, 1077 ZX Amsterdam, The Netherlands

(3) Name of Representative Takashi Isobe, Director Akio Futami, Director

(4) Business Regional Headquarter in Europe of Yusen Logistics Group

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 - -

(11) Main Banks Bank of Tokyo-Mitsubishi UFJ (Holland) N.V. ABN Amro Bank N.V.

To be determined

(12) Major Shareholders and Shareholding Ratio

Yusen Logistics Co., Ltd. 100% Nippon Yusen Kabushiki Kaisha 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.

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(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 ended

December 2007

Period ended

December 2008

Period ended

December 2009




Net Assets (EUR in thousands)

48,409 49,025 45,883 47,339 38,957 48,137

Total Assets (EUR in thousands)

83,268 91,529 80,929 190,645 174,009 179,890

Net Assets per Share (EUR)

2,614.17 2,647.40 2,477.73 262,993.62 216,430.36 267,427.01

Sales (EUR in thousands)

131,641 134,787 92,389 354,982 350,028 279,613

Operating Income (EUR in thousands)

5,915 4,854 (3,584) 11,416 (1,474) 1,378

Ordinary Income (EUR in thousands)

7,424 5,134 (3,034) 12,195 (2,368) 322

Net Income (EUR in thousands)

5,081 3,426 (2,652) 9,889 (8,349) (493)

Net Income per Share (EUR)

274.36 185.00 (143.22) 54,937.34 (46,380.99) (2,738.81)

Dividend per Share (EUR)

80.00 64.00 43.00 - - -

(Note 1) The extinct company is scheduled to be established on December 31, 2010 by de-merger of the logistics-related 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.

2-3. Allotments pertaining to the Restructuring

Yusen Air & Sea Service

(Europe) B.V. (surviving company)

NYK Logistics (Europe Continent) B.V.

(extinct company) Allotments pertaining to

the Restructuring 1 88.75

(Note) Shareholding ratio of the shares and number of shares to be allotted The allotment ratio will be 88.75 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

15

Transactions” on page 3 with respect to the allotment pertaining to that merger.


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)

December 22, 2010

Date of Execution of the Basic Agreement on Integration of Overseas Businesses

December 22, 2010

Date of Execution of the Individual Integration Transaction Agreements (Yusen Air & Sea Service (Europe) B.V. / NYK Logistics (Europe Continent) B.V.)

To be determined

Effective Date of the Merger April 1, 2011 (scheduled) Share Transfer Date April 1, 2011 (scheduled)

2-5. 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


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.

3-2. 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

16

(4) Business International ocean freight-forwarding, 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%


Personnel There is no personnel relationship that should be stated.

(8)Relationship between Yusen Logistics and the Company

Trade There are transactions in some businesses (international ocean freight-forwarding.)

(9) Performance and financial position of the Company for the most recent three years

Accounting Period Period ending March 2008

Period ending March 2009

Period ending March 2010

Net Assets (GBP in thousands) 29,623 20,720 14,464

Total Assets (GBP in thousands)

129,370 106,507 76,560

Net Assets per Share (GBP)

0.72 0.51 0.35

Sales (GBP in thousands) 366,420 321,237 196,375 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, non-consolidated) (8) Total Assets GBP 116,235 thousand (as of March 31, 2010, non-consolidated) (9) Major Shareholders and Shareholding Ratio Nippon Yusen Kabushiki Kaisha 100%

17


Personnel There is no personnel relationship that should be stated.

Trade There is no business relationship that should be stated.

(10) Relationship between Yusen Logistics and the Company

Status as Related Parties

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 “2-1 Overview and Method of the Integration” in “2 Integration of European Holding Companies” above.

3-3. 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 Transferred Shares

40,930,000 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.


Resolution of a Board of Directors Meeting on the Integration of the Overseas Businesses (NYK and Yusen Logistics)

December 22, 2010

Date of Execution of Basic Agreement on Integration of Overseas Businesses

December 22, 2010

Date of Execution of the Individual Integration Transaction Agreements

To be determined

Share Transfer Date April 17, 2011 (scheduled)

18

3-5. 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-

19

Supplementary Materials

Capital Relationship Diagram Before and After the Integration (Important Individual Integration Transactions)

(Note) If a capital relationship of a company is not especially noted, it is 100% relationship.

NYK Group Yusen Logistics Group

NLA NL-UK

NHE NGE

YUS UK

YEU

Other European Subsidiaries


YL-US YL-UK

YL-EU



(Logistics Business)

After the Integration

Before the Integration

53.7% 46.3%

49% 51%


NLA NL-UK

NL-EC NGE

YUS YUK

YEU




59.5%


YL-US YL-UK

YL-EU



After the Integration

53.7% 46.3%

49% 51%

59.5%

20

Abbreviations and corporate names of each related company

Abbreviation Corporate Name NLA NYK Logistics (Americas) Inc. NGE NYK Group Europe Ltd.

NL-EC NYK Logistics (Europe Continent) B.V. NL-UK NYK Logistics (UK) Ltd.

YUS Yusen Air & Sea Service (USA) Inc. (the corporate name is scheduled to change to Yusen Logistics (Americas) Inc. after the Integration)

YEU Yusen Air & Sea Service (Europe) B.V. (the corporate name is scheduled to change to Yusen Logistics (Europe) B.V. after the Integration)

YUK Yusen Air & Sea Service (U.K.) Ltd. YL-US Yusen Logistics (Americas) Inc. YL-EU Yusen Logistics (Europe) B.V. YL-UK Yusen Logistics (UK) Ltd.

-End-

21

Attachment 2 Overview of the Individual Integration Transactions

Integration Subsidiary 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

Country or Region NYK Yusen Logistics Integration Method

Surviving Company Target Transferor Transferee

New Corporate Name after the

Integration (tentative)

Execution Date

(tentative)

NYK LOGISTICS (AMERICAS) INC.

YUSEN AIR & SEA SERVICE

(USA) INC.

Merger and Share Transfer (equity

adjustment)

YUSEN AIR & SEA SERVICE (USA) INC.

Shares of YUSEN LOGISTICS (AMERICAS) INC.

NYK GROUP AMERICAS INC. and

NYK LOGISTICS JAPAN CO., LTD. (equity adjustment)

YUSEN LOGISTICS CO., LTD.

(equity adjustment)

2011/4/1

United States

NYK LOGISTICS (AMERICAS) INC.

(INSD) －. Merger YUSEN LOGISTICS

(AMERICAS) INC. －－－

YUSEN LOGISTICS

(AMERICAS) INC.

2011/6/1

Brazil NYK LOGISTICS DO BRASIL LIMITADA

YUSEN AIR & SEA SERVICE DO

BRASIL LTDA Merger NYK LOGISTICS DO

BRASIL LTDA －－－ YUSEN

LOGISTICS DO BRASIL LTDA

2011/4/1

Argentina MULTILOGISTICA

S.A. － Share Transfer (equity adjustment) －

Shares of MULTILOGISTICA

S.A. NIPPON YUSEN

KABUSHIKI KAISHA

YUSEN LOGISTICS CO., LTD.

YUSEN LOGISTICS

(ARGENTINA) S.A.

2011/4/1

European Holding

Companies

NYK LOGISTICS (EUROPE

CONTINENT) B.V.

YUSEN AIR & SEA SERVICE (EUROPE) B.V.

Merger YUSEN AIR & SEA SERVICE (EUROPE)

B.V. －－－

YUSEN LOGISTICS

(EUROPE) B.V.

2011/4/1 (Note 1)

NYK LOGISTICS (UK) LTD.


(U.K.) LTD. Share Transfer －

Shares of NYK LOGISTICS

(UK) LTD.

NYK GROUP EUROPE LTD.

YUSEN LOGISTICS (EUROPE)

B.V.

2011/4/17

－ YUSEN AIR & SEA SERVICE

(U.K.) LTD. Business Transfer －

Business of YUSEN AIR & SEA

SERVICE (U.K.) LTD.

YUSEN AIR & SEA SERVICE (U.K.) LTD.


2011/4/17

United Kingdom

NYK GROUP EUROPE LTD. －

Contribution in Kind of the Logistics

Business －

Logistic Business of NYK GROUP EUROPE LTD.

NYK GROUP EUROPE LTD.


YUSEN LOGISTICS (UK)

LTD.

2011/4/17

NYK LOGISTICS (NEDERLAND)

B.V.


(BENELUX) B.V. Merger NYK LOGISTICS

(NEDERLAND) B.V. －－－ YUSEN

LOGISTICS (BENELUX) B.V.

2011/4/1

Europe

Netherlands

NYK LOGISTICS (EDAM) B.V. － Contribution in Kind

of Shares －

Shares of NYK LOGISTICS

(EDAM) B.V. YUSEN LOGISTICS

(EUROPE) B.V.

YUSEN LOGISTICS (BENELUX)

B.V.

YUSEN LOGISTICS

(EDAM) B.V. 2011/4/1

22

NYK LOGISTICS (BELGIUM) N.V. －

NYK LOGISTICS (CHARLEROI)

S.A. －

Belgium

MONDIA ARRAS S.A.S.


(BENELUX) B.V. Belgium Branch

Merger NYK LOGISTICS (BELGIUM) N.V.

－

－－ YUSEN

LOGISTICS (BELGIUM) N.V.

2011/4/1

Germany NYK LOGISTICS (DEUTSCHLAND)

GMBH


(DEUTSCHLAND) GMBH

Merger NYK LOGISTICS

(DEUTSCHLAND) GMBH

－－－

YUSEN LOGISTICS

(DEUTSCHLAND) GMBH

2011/10/1 (Note 2)

France NYK LOGISTICS (FRANCE) S.A.S.


(FRANCE) S.A.R.L. Merger NYK LOGISTICS

(FRANCE) S.A.S. －－－ YUSEN

LOGISTICS (FRANCE) S.A.S.

2011/5/2

Italy NYK LOGISTICS (ITALY) S.P.A.

YUSEN AIR & SEA SERVICE (ITALIA)

S.R.L. Merger NYK LOGISTICS

(ITALY) S.P.A. －－－ YUSEN

LOGISTICS (ITALY) S.P.A.

2011/4/1

Spain

NYK LOGISTICS KAISHA IBERICA

S.A.


(BENELUX) B.V. Spain Branch

Existing with no change －－－－

YUSEN LOGISTICS

IBERICA S.A. and

YUSEN LOGISTICS

(BENELUX) B.V. Spain Branch

2011/4/1

Sweden

－


(BENELUX) B.V. Sweden Branch

Existing as a branch with no change －－－－

YUSEN LOGISTICS

(BENELUX) B.V. Nordic Branch

2011/4/1

Poland NYK LOGISTICS

(POLSKA) SP.ZO. O.


(DEUTSCHLAND) GMBH

Poland Branch

Business Transfer －

Business of YUSEN AIR & SEA SERVICE

(DEUTSCHLAND) GMBH

Poland Branch


(DEUTSCHLAND) GMBH

NYK LOGISTICS (POLSKA) SP.ZO.O.

YUSEN LOGISTICS (POLSKA) SP.ZO.O.

2011/1/1

Hungry

NYK LOGISTICS (HUNGARY) KFT.


(DEUTSCHLAND) GMBH

Hungarian Branch

Business Transfer －


(DEUTSCHLAND) GMBH

Hungarian Branch


(DEUTSCHLAND) GMBH

NYK LOGISTICS

(HUNGARY) KFT.

YUSEN LOGISTICS

(HUNGARY) KFT. 2011/1/1

Czech Republic NYK LOGISTICS

(CZECH REPUBLIC) S.R.O.

YUSEN AIR & SEA SERVICE (CHEZH)

S.R.O.

Contribution in Kind of Business －


(CHEZH) S.R.O.

YUSEN AIR & SEA SERVICE (CZECH)

S.R.O.

NYK LOGISTICS

(CZECH REPUBLIC)

S.R.O.

YUSEN LOGISTICS

(CZECH) S.R.O. 2011/4/1

23

Russia

NYK LOGISTICS RUS LLC － Share Transfer － Shares of NYK

LOGISTICS RUS LLC NYK GROUP EUROPE LTD.

YUSEN LOGISTICS (EUROPE)

B.V.

YUSEN LOGISTICS RUS

LLC 2011/4/1

NYK LOGISTICS (ASIA) PTE., LTD.

YUSEN AIR & SEA SERVICE (SINGAPORE)

PTE. LTD.

Merger


(SINGAPORE) PTE. LTD.

－－－

YUSEN LOGISTICS

(SINGAPORE) PTE., LTD.

2011/4/1

Singapore

NANHAI BUSINESS

SOLUTIONS PTE.,LTD.,

－

Existing as is as a subsidiary after the

merger of NYK LOGISTICS (ASIA)

PTE., LTD. and YUSEN AIR & SEA

SERVICE (SINGAPORE) PTE.

－－－－

NANHAI BUSINESS

SOLUTIONS PTE.,LTD.,

2011/4/1

Philippines NYK LOGISTICS (PHILIPPINES)

INC.

YUSEN AIR & SEA SERVICE (PHILIPPINES)

INC.


adjustment)


(PHILIPPINES) INC.

Shares of YUSEN LOGISTICS

(PHILIPPINES) INC.

NIPPON YUSEN KABUSHIKI KAISHA

(equity adjustment)

YUSEN LOGISTICS CO.,LTD.

(equity adjustment)

YUSEN LOGISTICS

(PHILIPPINES) INC.

2011/4/1

India

NYK LOGISTICS (INDIA) LTD.

YUSEN AIR & SEA SERVICE (INDIA) P.V.T.,

LTD


adjustment)

NYK LOGISTICS (INDIA) LTD.

Shares of YUSEN LOGISTICS (INDIA)

PVT LTD.


(equity adjustment)

YUSEN LOGISTICS


(equity adjustment)

YUSEN LOGISTICS

(INDIA) PVT LTD.

2011/7/1

Australia

NYK LOGISTICS (AUSTRALIA)

PTY. LTD.

YUSEN AIR & SEA SERVICE (AUSTRALIA)

PTY LTD.

Business Transfer and Share Transfer (equity

adjustment) after NYK LOGISTICS

(AUSTRALIA) PTY. LTD. becomes a wholly-owned

subsidiary of YUSEN AIR & SEA SERVICE

(AUSTRALIA) PTY LTD.


(AUSTRALIA) PTY LTD.

Shares of YUSEN LOGISTICS

(AUSTRALIA) PTY. LTD.

(equity adjustment)

NYK GROUP OCEANIA PTY. LTD.

(equity adjustment)

YUSEN LOGISTICS


(equity adjustment)

YUSEN LOGISTICS

(AUSTRALIA) PTY. LTD.

2011/4/1

Sri Lanka NYK LOGISTICS & KUSUHARA

LANKA (PRIVATE) LTD.

－ Share Transfer (equity adjustment) －

Shares of NYK LOGISTICS &

KUSUHARA LANKA (PRIVATE) LTD.


YUSEN LOGISTICS CO.,LTD.

YUSEN LOGISTICS & KUSUHARA

LANKA (PVT) LTD.

2011/4/1

24

Hong Kong NYK LOGISTICS (HONG KONG)

LTD.

YUSEN AIR & SEA SERVICE (HONG KONG)

PTY LTD.

Business Transfer － Business of NYK

LOGISTICS (HONG KONG) LTD.

NYK LOGISTICS (HONG KONG) LTD.


(HONG KONG) LTD.

YUSEN LOGISTICS

(HONG KONG) LTD.

2011/3/1

China NYK LOGISTICS SHENZHEN (AGENCY)

－ Share Transfer －

Shares of NYK LOGISTICS SHENZHEN (AGENCY)

NYK LOGISTICS (HONG KONG) LTD.


(HONG KONG) LTD.

To be determined To be determined

Taiwan NYK LOGISTICS (TAIWAN) CO.,

LTD.


(TAIWAN) LTD. Merger

YUSEN AIR & SEA SERVICE (TAIWAN)

LTD. －－－

YUSEN LOGISTICS

(TAIWAN) LTD. 2011/4/1

South Korea NYK LINE (KOREA) CO.,LTD.

YUSEN AIR & SEA SERVICE (KOREA) PTY

CO,.LTD.

Business Transfer － Logistic Business of

NYK LINE (KOREA) CO.,LTD.

NYK LINE (KOREA) CO.,LTD.

YUSEN AIR & SEA SERVICE (KOREA) CO.,

LTD.

YUSEN LOGISTICS

(KOREA) CO., LTD.

2011/4/1

(Note 1) With the integration of both European holding companies, each integrated company in Europe will be consolidated under YUSEN LOGISTICS 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.

December 22, 2010

Nippon Yusen Kabushiki Kaisha (NYK)Yusen Logistics Co., Ltd. (YLK)

NYK / Yusen LogisticsIntegration of Overseas Logistics Business

1

1．Background, Objectives and Overview of Integration

２．Image of Integrated Logistics Business

2



1-1.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.

BackgroundGlobalization of customer’s

logistics and demand for optimized logistics

World-Leading Business Scale

Enhanced Sales Capabilities

Improved Cost Competitiveness

Strong Organization

Quality Service

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.)

Globalization of logistics providers and intensified

competition

1-2.Overview of Integration

Domestic Business

Overseas Business

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

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, 2010for further details regarding domestic logistics business

NYK and YLK integrate the overseas logistics businesses which are currently operated respectively

Through re-organizations and business/stock transfers, NYK and YLK will establish joint-venture companies, which will become YLK consolidated subsidiaries

This integration enables NYK and YLK to be one of the world-class total logistics providers

Integrations will be executed on an equal footing for both NYK and YLK

5

1-3.Image of Consolidated Sales after Integration　　

Circle A:NYK LOGISTICS Group Sales (JPY)Circle B:YLK Group Sales (JPY)Circle C:Integrated Sales (JPY)

Europe East Asia

South AsiaOceania

Americas

Area

72bil12bil

84bil

U.K.

Belgium

France

Germany

Others

U.K.

France

Germany

Others

U.K.

BelgiumFrance

Germany

Others

66bil

U.S.

Brazil Argentina

U.S.

Brazil

U.S.

Argentina

Canada

11bil

77bil

Taiwan

Hong Kong

China Taiwan

Hong Kong

ChinaTaiwan

11bil 15bil

26bil

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.

*

Brazil

Hong Kong

Korea

Korea

NL Group NL Group

NL GroupYLK Group

YLK Group

YLK Group

Integrated

Integrated

Integrated

Australia

Singapore

India

Philippines

22bilIntegrated

10bilNL Group

Vietnam

Australia

Singapore

Vietnam

India

PhilippinesAustralia

Singapore

India

PhilippinesOthers

12bilYLK Group

Others

Canada

Notes: Images made according to actual performance in FY09

*

*A B

C

6

1-4.Schedule of Integration (1/2)

AprApr　 Jan　 JanOctOct

PresentThe New Company(YLK) has started

MayMay JunJunFebFeb MarMar　　Nov　　Nov JulJul ～～ DecDec JanJan FebFeb MarMar　 Dec　 Dec20112010 2012

Preparation for Integration


Apr 2011～New Operation StartsApr 2011～New Operation Starts

(Apr) Complete major two US companies

(Jan) Poland/Hungary

(Apr) Europe HD and other subsidiaries (e.g. Belgium and Holland)

(Apr) U.K. (May)France

(Oct)Germany

US and Europe HDstart Integrated Operations

All European companiescomplete Integration

(Jun) All U.S. companies Integrate


(Oct) All European companies

(Apr) Complete Brazil and Argentina

Start Integration

Start Integration

AMER

ICA

SEU

RO

PE

(note: all schedules above are subject to change due to progress of integration)

7

1-4.Schedule of Integration (2/2)

New operation startsIn each region

Complete all integrations



(Apr) Singapore, Philippines,Australia, and Sri-Lanka (Jul) India


(Mar) Hong Kong (Apr) Taiwan and Korea

Integration in China

Integration in Thailand

Start Integration

Start Integration

AprApr　 Jan　 JanOctOct MayMay JunJunFebFeb MarMar　　Nov　　Nov JulJul ～～ DecDec JanJan FebFeb MarMar　 Dec　 Dec20112010 2012

PresentThe New Company(YLK) has started

(note: all schedules above are subject to change due to progress of integration)

EAST

ASI

AS

.ASI

A/O

CEA

NIA


8



99

2-1. Overview of Integration (Americas and Europe)

Items Americas Europe East Asia South Asia / Oceania

# of Location 65 98 76 115

Warehouse Space 424,005㎡ 831,195㎡ 249,388㎡ 655,635㎡

# 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.)

Americas (Post Integration)

NYKGroup

YLKGroup

Subsidiary Subsidiary Subsidiary

Europe (Post Integration)

NYKGroup

YLKGroup

Europe HD

Subsidiary Subsidiary Subsidiary

10

Liner/Terminal/Air CargoApprox. 550bil

Bulk and Specialized Carriers/TankersApprox. 730bil

OthersApprox. 200bil

LogisticsApprox. 340bil

NYK Group Sales by Segment (FY09)

YLK leads the Logistics Segment of NYK

Through Integration, NYK and YLK expand the non-asset business (e.g. forwarding operations)

2-2.Position of New YLK Group in NYK

in JPY

Contact Information

YLK Corporate Communications & IR DepartmentTEL: 03-6703-8231FAX: 03-3578-3553

e-mail: [email protected]

NYK Corporate Communication GroupTEL: 03-3284-5058FAX: 03-3284-6382

e-mail: [email protected]

Documents

Representative: Yasumi Kudo, President Corporate Name: Yusen …€¦ · NYK and Yusen Logistics Nippon Yusen Kabushiki Kaisha (head office: Chiyoda-ku, Tokyo, Japan; president: Yasumi