Nippon Yusen Kabushiki Kaisha : Document Stating the Matters Subject to Measures for Electronic Provision for the 137th Ordinary General Meeting of Shareholders (Supplementary Information)

[Delivery Document (supplement)]

Document Stating the Matters Subject to Measures for Electronic Provision for the 137th Ordinary General Meeting of Shareholders (Supplementary Information)

(From April 1, 2023 to March 31, 2024)

Business Report

1. Overview of Operations for NYK Group

1. Financing and Capital Investment Activities
2. Principal Business of the Consolidated
3. Principal Business Offices
4. State of Vessels of the Consolidated
5. Employees
6. Status of Principal Lenders of NYK
7. Status of Major Business Combination
8. Other Significant Matters on Operations for NYK Group

1. Executives of NYK
2. 1. Directors
   2. Executive Officers (For reference)
   3. Compensation etc. to Directors
   4. Outline of the Directors and Officers Liability Insurance Contract
   5. Liability Limitation Agreement with Directors and Audit & Supervisory Committee Members
   6. Status of Major Activities of Outside Directors
3. Basic Policy on Determination of Dividends of Surplus, etc.

Nippon Yusen Kabushiki Kaisha

The "Notice of the 137th Ordinary General Meeting of Shareholders" and this supplement together constitute the document stating the matters subject to measures for electronic provision to be delivered to shareholders who have requested delivery of paper-based documents pursuant to the provisions of laws and regulations and the Company's Articles of Incorporation.

Business Report (From April 1, 2023 to March 31, 2024)

1. Overview of Operations for NYK Group

(3) Financing and Capital Investment Activities

The NYK Group acquired necessary funds for the current fiscal year mainly from its own assets and borrowing from financial institutions. Borrowed funds as of March 31, 2024 totaled ¥913.8 billion, an increase of ¥219.7 billion from the previous fiscal year.

The NYK Group made capital investment of ¥335.8 billion in total, primarily for the bulk shipping segment. In the liner trade and Bulk Shipping Business, we made investment of ¥3.8 billion and ¥308.1 billion respectively, primarily for vessels. We made investment of ¥1.5 billion mainly for aircraft in the Air cargo Transportation Business, ¥18.0 billion for transportation equipment and logistics facilities / equipment in the Logistics Business, ¥1.6 billion in the Real Estate Business, and ¥1.7 billion in Other Business Services.

(4) Principal Business of the Consolidated (as of March 31, 2024)

Liner & Logistics (liner trade, air cargo transportation and logistics businesses)

Bulk shipping

Others (real estate and other business services)

(5) Principal Business Offices (as of March 31, 2024)

1) NYK
	Category	Location
	Head Office	Yusen Bldg., 3-2, Marunouchi 2 Chome, Chiyoda-ku,
		Tokyo
	Branch Offices	Akita Branch Office (Akita City), Yokohama Branch
		Office (Yokohama City), Nagoya Branch Office (Nagoya
		City), Kansai Branch Office (Kobe City) and Kyushu
		Branch Office (Fukuoka City)
	Overseas resident and representative offices	Johannesburg, Dubai, Doha, Jeddah and Beijing

2) Principal subsidiaries

Name of company	Location of head office or country
NYK BULK & PROJECTS CARRIERS LTD.	Chiyoda-ku, Tokyo
NIPPON CARGO AIRLINES CO., LTD.	Minato-ku, Tokyo
HACHIUMA STEAMSHIP CO., LTD.	Kobe City, Hyogo
MITSUBISHI ORE TRANSPORT CO., LTD.	Chiyoda-ku, Tokyo
NYK TRADING CORP.	Shinagawa-ku, Tokyo
YUSEN LOGISTICS CO., LTD.	Shinagawa-ku, Tokyo
UNI-X NCT CORPORATION	Chuo-ku, Tokyo
NYK GROUP AMERICAS INC.	U.S.A.
NYK GROUP EUROPE LTD.	U.K.
NYK GROUP SOUTH ASIA PTE. LTD.	Singapore

1

(6) State of Vessels of the Consolidated (as of March 31, 2024)

Business segments	Type of vessel	Segment	Number of	Deadweight
vessels	tonnage (K/T)
Liner Trade	Container ships	Owned	26	1,665,849
Chartered	24	2,752,753
	Bulk carriers	Owned	19	3,658,333
	Shared	1	15,943
	(Capesize)	(298,000)
		Chartered	100	19,577,701
	Bulk carriers	Owned	37	3,290,416
	Shared	3	217,936
	(Panamax size)	(268,022)
		Chartered	60	5,169,311
	Bulk carriers	Owned	52	2,564,241
	(Handysize)	Chartered	81	4,179,738
	Chip vessels	Owned	12	597,698
Bulk Shipping	Chartered	21	1,152,722
Car carriers	Owned	53	1,019,575
	Chartered	60	1,116,968
		Owned	28	5,229,988
	Crude oil carriers	Shared	3	194,511
	(672,620)
		Chartered	14	2,277,116
		Owned	13	976,333
	LNG carriers	Shared	9	439,472
	(726,197)
		Chartered	3	224,913
	Conventional/project cargo	Owned	22	408,732
	vessels	Chartered	25	353,424
Total			666	58,180,649

Notes: 1. Figures in parentheses in the deadweight tonnage' include other owners' share of shared vessels. 2. The total of deadweight tonnage includes shared vessels and the weight of other owners' portions.

2

1. Employees (as of March 31, 2024)

1. Employees of the Consolidated

	Segment	Number of employees	Year-on-year change
	(persons)	(persons)
	Liner Trade	3,638	71
Liner & Logistics	Air Cargo Transportation	982	(42)
	Logistics	25,551	(243)
Bulk Shipping		2,844	(324)
Others	Real Estate	7	(1)
Other Business Services	1,766	274
Company-wide (common)	455	6
	Total	35,243	(259)

Note: Employees included in "Company-wide (common)" belong to administrative divisions that cannot be classified to a specific segment.

2) Employees of the Unconsolidated

Segment	Number of employees	Year-on-year change
(persons)	(persons)
Employees on land duty	1,053	29
[maritime crew on land duty out of above]	[150]	[4]
Maritime crew on sea duty	259	(16)
Total	1,312	13

Note: The number of employees includes 77 of those loaned to the Company from other companies and excludes those loaned to other companies and temporary personnel.

(8) Status of Principal Lenders of NYK (as of March 31, 2024)

Lender	Outstanding Balance (Millions of yen)
MUFG Bank, Ltd.	86,633
Mizuho Bank, Ltd.	75,705
THE YAMAGUCHI BANK, LTD.	68,134
MEIJI YASUDA LIFE INSURANCE CO.	50,000
DEVELOPMENT BANK OF JAPAN INC.	49,290
NIPPON LIFE INSURANCE CO.	21,361
SUMITOMO MITSUI BANKING CO.	20,000
CHIBA BANK, LTD.	19,683
THE SHIGA BANK, LTD.	15,141
THE NORINCHUKIN BANK	14,000

Note: In addition to the above, the Company has a total of ¥45,423 million loans from a syndicate of banks led by MUFG Bank, Ltd., but these loans are not included in the outstanding borrowings from each of the banks.

(9) Status of Major Business Combination

1. Changes and results of business combinations

NYK Group operates businesses categorized in six segments which are Liner Trade, Air Cargo Transportation, Logistics, Bulk Shipping, Real Estate and Other Business Services. NYK Group has 505 consolidated subsidiaries and 225 equity-method companies as of March 31, 2024.

3

The Company has agreed to transfer all of its shares of NIPPON CARGO AIRLINES CO., LTD. (NCA) through a share exchange in which ANA HOLDINGS INC. will become the wholly owning parent company and NCA will become the wholly owned subsidiary.

Date of resolution by the Board of Directors approving the share exchange: July 10, 2023

Date of execution of the definitive agreement on the share exchange: July 10, 2023

Scheduled effective date of the share exchange: July 1, 2024

For details of the changes and results of other business combinations, please refer to the "1. (1) Business Progress and Results" on page 25 of the Notice of Convocation.

1. Status of principal subsidiaries (as of March 31, 2024)

		NYK's Share
Name of company	Common Stock	of Voting	Main Operations
		Rights (%)
NYK BULK & PROJECTS	¥2,100 million	100.00	Marine transportation business
CARRIERS LTD.
NIPPON CARGO AIRLINES	¥10,000 million	100.00	Air cargo transportation business
CO., LTD.
HACHIUMA STEAMSHIP	¥500 million	76.18	Marine transportation business
CO., LTD.
Mitsubishi Ore Transport	¥1,500 million	100.00	Marine transportation business
Co., Ltd.
NYK TRADING CORP.	¥500 million	100.00	Sales of petrochemical products,
			etc.
YUSEN LOGISTICS CO.,	¥4,301 million	100.00	Freight forwarding business, etc.
LTD.
UNI-X NCT CORPORATION	¥934 million	100.00	Harbor transportation business
			Controlling subsidiaries engaged in
NYK GROUP AMERICAS	US$4.000 million	100.00	marine transportation and global
INC.			logistics businesses, etc. in North
			and South American area
NYK GROUP EUROPE	£45.271 million		Controlling subsidiaries engaged in
100.00	marine transportation and global
LTD.
		logistics businesses, etc. in Europe
			Controlling subsidiaries engaged in
NYK GROUP SOUTH ASIA	US$11.580 million	100.00	marine transportation and global
PTE. LTD.			logistics businesses, etc. in South
			Asian area and Oceanian area
273 vessel owning and	US$19.343 million	100.00
(total of 157 companies)	Vessel owning and chartering
chartering companies	¥4,596 million	(all companies)
	(total of 116 companies)

Notes: 1. Percentage of voting rights includes indirect holdings.

1. NYK holds 51.00% of the voting rights of MY TERMINALS HOLDINGS, LIMITED, which is a holding company that holds 100% of shares of the common stock of UNI-X NCT CORPORATION.
2. 273 vessel owning and chartering companies are consolidated subsidiaries that are fully owned by the NYK Group and are incorporated in Panama, Singapore and Liberia, etc. for the purpose of owning and chartering vessels. Vessels time-chartered from the said companies by the NYK Group constitute an important part of the fleet of vessels operated by the NYK Group.

4

1. Status of principal affiliates

		NYK's Share of
Name of company	Common Stock	Voting Rights	Main Operations
		(%)
NS UNITED KAIUN KAISHA,	¥10,300 million	18.58	Marine transportation business
LTD.
KYOEI TANKER CO., LTD.	¥2,850 million	30.04	Marine transportation business
NYK CRUISES CO., LTD.	¥100 million	50.00	Ownership and operation of
cruise ship
OCEAN NETWORK	US$3,000 million	-	Marine transportation business
EXPRESS PTE. LTD.

Notes: 1. Percentage of voting rights includes indirect holdings.

1. 2. NYK holds 38.00% of the voting rights of Ocean Network Express Holdings, Ltd., which is a holding company that holds 100% of shares of the common stock of OCEAN NETWORK EXPRESS PTE. LTD.

2. Other significant matters on operations for NYK Group

With regard to the alleged violation of competition laws in connection with maritime car transportation services for cars and trucks committed in or before September 2012, claims for damages have been filed against NYK and its overseas subsidiaries in several countries.

Regarding the sanctions in various countries due to the situation involving Russian and Ukraine, the Company is holding discussions with the related parties as necessary, to take appropriate measures.

5

3. Executives of NYK

1. Directors (As of March 31, 2024)

Name	Position, responsibilities and significant concurrent positions
Hitoshi Nagasawa	Chairman, Director	Vice-President of The Japanese Shipowners'
Association
	President,
	Representative
Takaya Soga	Director	Group Chief Executive Officer
	President and Chief
	Executive Officer
	Representative
Akira Kono	Director,	Chief Financial Officer, Chief Executive of Management
Executive Vice-	Planning Headquarters, Chief Executive of ESG
	President Executive	Strategy Headquarters
	Officer
Yutaka Higurashi	Director, Senior	Chief Compliance Officer, Chief Human Resources
Managing Executive
Officer, Chief Executive of General Affairs Headquarters
	Officer
Eiichi Tanabe	Chief Outside Director
(part-time,	Outside Director of SMBC Nikko Securities Inc.
	Independent Director)
	Outside Director (part-	Trustee of Tokyo University of the Arts (part-time), Guest
Hiroko Kuniya	time, Independent	Professor at Graduate School of Media and
Governance, Keio University, Board Member of
	Director)
	Renewable Energy Institute
Nobukatsu Kanehara	Outside Director (part-	Special Visiting Professor at Doshisha University, Senior
time, Independent	Advisor of The Asia Group, Executive Director of the
	Director)	Sasakawa Peace Foundation
	Director
Eiichi Takahashi	Audit & Supervisory	-
Committee Member
	(full-time)
	Director
Keiko Kosugi	Audit & Supervisory	Director of Japan Audit & Supervisory Board Members
Committee Member	Association
	(full-time)
	Outside Director	Chairman of Daiwa Institute of Research Ltd., Chairman
	Audit & Supervisory	of the Organization of Global Financial City Tokyo,
Hiroshi Nakaso	Committee Member	Member of APEC Business Advisory Council, Chairman
	(part-time,	of the University Funds Investment and Oversight
	Independent Director)	Committee of Japan Science and Technology Agency
Satoko Kuwabara	Outside Director	Partner of Gaien Partners, Outside Director (Audit &
Audit & Supervisory
Supervisory Committee Member) of Bandai Namco
(Family registered	Committee Member
Holdings Inc., Outside Auditor of Unicafe Inc., Outside
name: Satoko Ota)	(part-time,
Director of Mitsubishi UFJ Financial Group, Inc.
	Independent Director)
	Outside Director	Specially Appointed Professor of the Faculty of
	Commerce at Chuo University, Outside Director and
	Audit & Supervisory	Chairperson of the Audit Committee of Mitsubishi
Tatsumi Yamada	Committee Member	Chemical Group Corporation, Standard-Setting Boards
	(part-time,	Nominations Committee Member of the Public Interest
	Independent Director)	Oversight Board, Outside Director of Nomura Co., Ltd.
		(Audit and Supervisory Committee Member)

Notes: 1. Of Directors (excluding Directors who are Audit & Supervisory Committee Members), Mr. Eiichi Tanabe, Ms. Hiroko Kuniya and Mr. Nobukatsu Kanehara are Outside Directors as stipulated in Article 2, Item 15 of the Companies Act.

6

Hiroki Harada (retired due to expiration of the term of office on June 21, 2023)

Tadaaki Naito (retired due to expiration of the term of office on June 21, 2023)

Yoshihiro Katayama (retired due to expiration of the term of office on June 21, 2023)

Noriko Miyamoto (retired due to expiration of the term of office on June 21, 2023)

Akira Kono (appointed on June 21, 2023) Nobukatsu Kanehara (appointed on June 21, 2023)

Keiko Kosugi (appointed on June 21, 2023) Tatsumi Yamada (appointed on June 21, 2023)

1. Of Directors (Audit & Supervisory Committee Members), Mr. Hiroshi Nakaso, Ms. Satoko Kuwabara and Mr. Tatsumi Yamada are Outside Directors as stipulated in Article 2, Item 15 of the Companies Act.
2. The Company appoints full-time Audit & Supervisory Committee Members in order to work on developing an environment for auditing, etc., gather information internally and monitor the status of establishment and operation of the internal control system on a day-to-day basis.
3. The Company has no particularly notable business relations with the significant concurrent positions such as executive officers or outside officers held by Outside Directors.
4. Of Directors (Audit & Supervisory Committee Members), Mr. Eiichi Takahashi served as a Representative Director in charge of accounting and finance group of NYK and has considerable expertise in finance and accounting. Also, Mr. Tatsumi Yamada is a Certified Public Accountant and has considerable expertise in finance and accounting.
5. Mr. Hiroshi Nakaso, a Director (Audit & Supervisory Committee Member), had been serving as an Eminent Guest Professor at the Center for Advanced Research in Finance of Graduate School of Economics, the University of Tokyo, but resigned on June 30, 2023.
6. Mr. Tatsumi Yamada, a Director (Audit & Supervisory Committee Member), had been serving as a Specially Appointed Professor of the Faculty of Commerce at Chuo University, but resigned on March 31, 2024.
7. Directors and Audit & Supervisory Board Members who retired and those newly appointed as Directors during the current fiscal year are as follows:

Representative Director

Director

Chief Outside Director (part-time, Independent Director)

Audit & Supervisory Board Member (full-time)

Representative Director Outside Director (part-time,Independent Director) Director, Audit & Supervisory Committee Member Outside Director

Audit & Supervisory Committee

Member

(part-time, Independent Director)

• The Company transitioned to a company with Audit & Supervisory Committee on June 21, 2023, based on a resolution of the 136th Ordinary General Meeting of Shareholders held on the same date. Accordingly, Audit & Supervisory Board Members Ms. Noriko Miyamoto, Mr. Eiichi Takahashi, Mr. Hiroshi Nakaso, and Ms. Satoko Kuwabara retired from their positions due to the expiration of their terms of office, and Mr. Eiichi Takahashi, Mr. Hiroshi Nakaso, and Ms. Satoko Kuwabara were appointed as Directors who are Audit & Supervisory Committee Members.

9. The Company filed Mr. Eiichi Tanabe, Ms. Hiroko Kuniya, Mr. Nobukatsu Kanehara, Mr. Hiroshi Nakaso, Ms. Satoko Kuwabara and Mr. Tatsumi Yamada as its Independent Directors with Tokyo Stock Exchange, Inc. Listed companies are required to secure the Independent Directors who play roles in safeguarding general shareholders.

7

(2) Executive Officers (For reference) (as of April 1, 2024)

	Position	Name
	President, Representative Director	Takaya Soga
	President and Chief Executive Officer
	Representative Director, Executive Vice-President	Akira Kono
	Executive Officer
	Director, Senior Managing Executive Officer	Yutaka Higurashi
	Senior Managing Executive Officer	Nobuhiro Kashima
		Yutaka Ikeda
		Hiroaki Nishiyama
	Managing Executive Officer	Hisaya Higuchi
	Hironobu Watanabe
		Takuji Banno
		Yasunobu Suzuki
		Yuko Tsutsui
		Patrick Brennan Jr.
		Kenichiro Sutoh
		Toshi Nakamura
		Hiroaki Ohashi
		Shinichi Yanagisawa
		Shogo Terajima
		Mie Sugano
		Yasuyuki Takahashi
	Executive Officer	Takashi Yamamoto
	Katsuhiko Haruna
		Tsutomu Yokoyama
		Tomotaka Aso
		Takeshi Kondo
		*Nobuaki Sumida
		*Atsuhiko Kurosawa
		*Ryutaro Okuzawa
		*Hiroyuki Noma
		*Yasushi Yamamoto
		*Carl-Johan Hagman
Notes: 1. Executive Officers who retired during the fiscal year are as follows:
	Hiroshi Kubota, Yuji Nishijima, Masahiro Takahashi, Chiaki Ota, Yasuyuki Inami and Hiroyuki Homma

2. The asterisks (*) indicate newly appointed Executive Officers on April 1, 2024.

8

(3) Compensation etc. to Directors

1. Policies, etc. for determining the contents of compensation, etc. for Directors and Executive Officers

The Company has formulated "Policies for Determining Compensation for Directors and Executive Officers" (hereinafter the "Determination Policy") by resolution of the Board of Directors, and the Compensation Advisory Committee has discussed the details of the policy in advance and provided necessary advice and endorsement of the policy when such resolution was adopted by the Board of Directors.

When determining the content of compensation, etc. for Directors and Executive Officers, the Compensation Advisory Committee checks consistency with the Determination Policy, and after exhaustive discussions from various perspectives regarding specific details, including not only the design of the system but also the appropriateness of individual compensation amounts, the Board of Directors adopts a resolution respecting the views of the Compensation Advisory Committee. The Board of Directors has therefore decided that the contents of compensation for individual Directors for the current fiscal year were in line with the Determination Policy.

Note: Based on the resolution of the 136th Ordinary General Meeting of Shareholders held on June 21, 2023, the Company has transitioned to a company with Audit & Supervisory Committee.

The above Determination Policy refers to i) the policy described in the Business Report attached to the Notice of the aforementioned Ordinary General Meeting of Shareholders for the period prior to the transition to a company with Audit & Supervisory Committee, and ii) the policy below for the period after the transition. In addition, the above Directors include Directors prior to the transition to a company with Audit & Supervisory Committee as well as Directors (excluding Directors who are Audit & Supervisory Committee Members) after the transition, and there is no change in the method of determining the content of compensation, etc. before and after the transition.

The Determination Policy (after transition to a company with Audit & Supervisory Committee) is as follows.

The Company shall set out its compensation system for Directors and Executive Officers based on the size and nature of its business, as well as from the perspective of securing talents and sustainability by taking into account a balance in terms of the levels of compensation for officers at its industry peers or peers of equivalent size and salary for employees. The system shall be designed so that each person's compensation is composed of fixed or variable portions and monetary amounts or shares according to individual positions and responsibilities.

1. Policies and procedures for determining the compensation, etc., of Directors (excluding Directors who are Audit & Supervisory Committee Members) and Executive Officers

The compensation system for Directors who concurrently serve as Executive Officers (excluding Directors who are Audit & Supervisory Committee Members; the same shall apply hereinafter for 1.), and Executive Officers shall consist of basic compensation and performance-based variable compensation to provide sound medium- to long-term incentive towards sustainable growth and to aim at sharing interests with shareholders. Performance-based variable compensation shall consist of performance-based monetary compensation as an incentive to achieve performance targets for each fiscal year and performance-based stock compensation, etc. as an incentive to achieve medium- to long-term performance targets, etc.

For Directors who do not concurrently serve as Executive officers including Outside Directors, compensation shall consist solely of basic compensation as they provide supervision and advice to the management of the Company from a standpoint independent of business execution. As an exception, the Company pays performance-based stock compensation to the Chairman and Director not serving concurrently as Chairman and Executive Officer, in light of such responsibilities as chairing meetings of the Board of Directors.

The compensation ratio for those who are to receive performance-based variable compensation shall be set to encourage motivation to contribute to enhancing corporate performance not only in the short term but also in the medium- to long-term, and the compensation ratio of basic compensation to performance-based variable compensation shall be approximately 5:5 to 8:2, according to individual

9