Nippon Yusen Kabushiki Kaisha : Other electronic provision measures matters of the 136th Ordinary General Meeting of Shareholders (matters regarding omission of delivered documents)

The 136th Ordinary General Meeting of Shareholders

Other electronic provision measures matters

(matters regarding omission of delivered documents)

1. The Following Matters to Be Indicated in the Business Report
2. 1. Financial position and results of operation and their changes in the last three fiscal terms
   2. Status of stock acquisition rights, etc.
   3. Independent auditor (Kaikei Kansa Nin)
   4. Matters on establishment of structures to ensure proper execution of business operations and the implementation status of such structures
3. Consolidated Statement of Changes in Equity
4. Notes to Consolidated Financial Statements
5. Unconsolidated Statement of Changes in Equity
6. Notes to Unconsolidated Financial Statements

(From April 1, 2022 to March 31, 2023)

Nippon Yusen Kabushiki Kaisha

The above matters are omitted from the documents to be delivered to shareholders who have requested delivery of paper-based documents pursuant to the provisions of laws and regulations and Article 17, paragraph 2 of the Articles of Incorporation.

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Financial position and results of operation and their changes in the last three fiscal terms

1. Consolidated Financial Position and Results of Operation

(In millions of yen, unless otherwise stated)

Category	The 133rd term	The 134th term	The 135th term	The 136th term
			(current term)
	FY2019	FY2020	FY2021	FY2022
Revenues	1,668,355	1,608,414	2,280,775	2,616,066
Recurring profit (loss)	44,486	215,336	1,003,154	1,109,790
Profit (loss) attributable to	31,129	139,228	1,009,105	1,012,523
owners of parent
Profit (loss) per share	184.39 (yen)	824.55 (yen)	5,973.76 (yen)	1,993.71 (yen)
Total Assets	1,933,264	2,125,480	3,080,023	3,776,797
Equity	498,839	667,411	1,759,073	2,524,993
Equity per share	2,740.41 (yen)	3,703.27 (yen)	10,144.29 (yen)	4,877.55 (yen)

Notes: 1. Profit (loss) per share is calculated on the basis of the average number of shares outstanding in each fiscal year, and equity per share is calculated on the basis of the total number of shares outstanding at each term end. In addition, the total number of issued shares excludes the number of treasury stock.

2. The Company shares held by the Board Incentive Plan Trust are recorded as treasury stock in Consolidated Financial Statements. Accordingly, the Company shares held by the said Trust are included in shares of treasury stock to be excluded from the average number of shares outstanding in each fiscal year and the total number of shares outstanding at each term end.

3. The Company has adopted the "Accounting Standard for Revenue Recognition" (ASBJ Statement No. 29 issued on March 31, 2020), etc. from the beginning of the 135th term. The figures for the 135th term reflect these accounting standards.

4. Profit (loss) per share and equity per share for the 136th term are calculated on the assumption that the three-for-one stock split of the Company's common stock with an effective date of October 1, 2022 was conducted at the beginning of the term.

2) Unconsolidated Financial Position and Results of Operation

(In millions of yen, unless otherwise stated)

Category	The 133rd term	The 134th term	The 135th term	The 136th term
			(current term)
	FY2019	FY2020	FY2021	FY2022
Revenues	669,905	561,745	777,239	983,554
Recurring profit (loss)	48,935	90,960	434,140	628,651
Profit (loss)	22,647	38,252	488,220	600,344
Profit (loss) per share	134.14 (yen)	226.54 (yen)	2,890.16 (yen)	1,182.09 (yen)
Total Assets	1,308,170	1,333,529	1,592,888	1,726,420
Equity	214,602	249,490	678,184	884,221
Equity per share	1,271.09 (yen)	1,477.48 (yen)	4,014.44 (yen)	1,739.97 (yen)

Notes: 1. Profit (loss) per share is calculated on the basis of the average number of shares outstanding in each fiscal year, and equity per share is calculated on the basis of the total number of shares outstanding at each term end. In addition, the total number of issued shares excludes the number of treasury stock.

2. The Company shares held by the Board Incentive Plan Trust are recorded as treasury stock in Unconsolidated Financial Statements. Accordingly, the Company shares held by the said Trust are included in shares of treasury stock to be excluded from the average number of shares outstanding in each fiscal year and the total number of shares outstanding at each term end.

3. The Company has adopted the "Accounting Standard for Revenue Recognition" (ASBJ Statement No. 29 issued on March 31, 2020), etc. from the beginning of the 135th term. The figures for the 135th term reflect these accounting standards.

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4. Profit (loss) per share and equity per share for the 136th term are calculated on the assumption that the three-for-one stock split of the Company's common stock with an effective date of October 1, 2022 was conducted at the beginning of the term.

Status of Stock Acquisition Rights, etc. (as of March 31, 2023)

Not applicable.

Independent Auditor (Kaikei Kansa Nin)

(1) Name of Independent Auditor

Deloitte Touche Tohmatsu LLC

(2) Compensation to Independent Auditor for the fiscal year under review

Category	Total amount
Compensation for the fiscal year under review	¥207 million
Total of cash and other financial profits payable by the Company and its	¥357 million
subsidiaries to the Independent Auditor

Notes: 1. The Audit & Supervisory Board consented to the amount of compensation for the Independent Auditor pursuant to Article 399, Paragraph 1 and Paragraph 2 of the Companies Act after conducting the necessary verification of the contents of the audit plan submitted by the Independent Auditor, the status of execution of duties by the Independent Auditor, and reasonableness of the basis, etc. for calculating the estimated compensation through interviews and hearings with the Independent Auditor and internal relevant divisions.

1. 1. The audit contract between NYK and the Independent Auditor does not separate the compensation for the audit based on the Companies Act from the compensation for the audit based on the Financial Instruments and Exchange Act. Therefore, the aforementioned amount includes the compensation for the audit, etc. based on the Financial Instruments and Exchange Act.
   2. The Company pays the Independent Auditor fees for advice and guidance services on accounting, which are services other than the services stipulated in Article 2, Paragraph 1 of the Certified Public Accountants Law (non-audit service).
   3. Among our principal subsidiaries, UNI-X NCT CORPORATION, NYK GROUP AMERICAS INC., NYK GROUP EUROPE LTD., and NYK GROUP SOUTH ASIA PTE. LTD. undergo audits of statutory documents by CPAs or audit corporations other than the Independent Auditor of NYK (including persons who have qualifications equivalent to these qualifications in foreign countries) (limited to audit pursuant to the Companies Act or Financial Instruments and Exchange Act (including foreign laws equivalent to these laws)).
2. Company Policy regarding dismissal or decision not to reappoint the Independent Auditor

If the Audit & Supervisory Board of NYK concludes that the Independent Auditor falls under any of the items of Article 340, paragraph 1 of the Companies Act, it will dismiss the Independent Auditor upon its members' unanimous approval. In such cases, the Audit & Supervisory Board will report the dismissal of the Independent Auditor and the reason thereof to the first Shareholders' Meeting held immediately after such dismissal.

In addition to the above, if it is recognized that the Independent Auditor is no longer able to execute its duties in an appropriate manner or, for any other reason, the replacement of the Independent Auditor is deemed to be appropriate, the Audit & Supervisory Board will determine a resolution to the effect of dismissal of or a decision not to reappoint the Independent Auditor, to be proposed at the Shareholders' Meeting.

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Matters on Establishment of Structures to Ensure Proper Execution of Business Operations and the Implementation Status of Such Structures

[Structures to Ensure Proper Execution of Business Operations]

The establishment and implementation status of structures to ensure the proper execution of business operations by the Company and the Group are deliberated by the Internal Control Committee, and decisions on the establishment of such structures are made by the Board of Directors.

1. Structure to ensure that the execution of duties by Directors and employees is in compliance with laws and regulations, and the Articles of Incorporation

1. Structure concerning corporate governance

1. The Board of Directors, including Outside Directors, determines important matters and receive reports in accordance with laws, regulations, the Articles of Incorporation, and internal rules.
2. The Board of Directors determines the duties and responsibilities of Directors and supervises their execution of duties.
3. Audit & Supervisory Board Members audit the legality of the execution of duties by Directors in accordance with the Rules on the Audit & Supervisory Board and the Audit & Supervisory Board Members' auditing standards.

1. Structure concerning compliance

1. The Company formulates the Group-wide Mission Statement and Business Credo, and formulates the Code of Conduct and corporate rules, etc., that apply to officers and employees, and establishes a whistleblowing system.
2. The Company creates a position of Chief Compliance Officer (CCO) to oversee the establishment of compliance-related systems and activities, and the Compliance Committee evaluates the state of compliance.
3. The Company promotes the establishment of similar systems at subsidiaries and other entities.

1. Structure concerning financial statements

1. The Company formulates policies and operational rules for proper accounting and financial statements.
2. Committees relating to the internal control reporting system and information disclosure evaluate the establishment and operation of systems to ensure the appropriateness of financial statements.

1. Structure concerning internal audits

The division in charge of internal audits regularly audits the overall operations of the Company and its subsidiaries, etc., in accordance with rules and standards for internal audits.

2. Structures to store and manage information relating to the execution of duties of the Directors

Important documents related to the execution of duties by Directors, such as minutes of General Meetings of Shareholders and meetings of the Board of Directors, are stored and managed appropriately by the division in charge, and Directors and Audit & Supervisory Board Members may access these documents at any time.

3. Rules and other structures to manage the risks of loss

1. The Company positions safety as its most important issue, and establishes optimal safety management systems for each of our business domains: sea, land, and air.
2. The Company establishes risk management policies and rules, and the Risk Management Committee determines the Group's major risks and Management Headquarters, and evaluates risk trends and the appropriateness of countermeasures.

4. Structure to ensure the effective execution of duties of Directors

1. The Company adopts an executive officer system, under which Executive Officers execute their assigned duties based on delegation from the Board of Directors and the Representative Director.
2. The Company determines the duties and responsibilities of Directors and Executive Officers, the division of duties among internal organizations, the authority of officers and employees, the standards for submitting proposals to the Board of Directors, etc., and the standards for decisions by position.

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5. Structures to ensure proper execution of business operations in the NYK Group

1. The division in charge of each subsidiary, etc. manages each subsidiary, etc. in accordance with internal rules for the management of subsidiaries, etc.
2. The Company dispatches Directors and Audit & Supervisory Board Members to each subsidiary, etc. to ensure the proper execution of business operations.
3. Officers and employees of subsidiaries, etc. may also use the Company's whistleblowing system, and compliance matters that occur at subsidiaries, etc. are reported to the Company in accordance with

internal rules.

6. Matters concerning the employees to assist the Audit & Supervisory Board Members in their duties when the Audit & Supervisory Board Members request the assignment thereof, matters concerning the independence of the employees from the Company's Directors and matters to ensure the effectiveness of directions given to the employees by the Company's Audit & Supervisory Board Members

1. The Company establishes a division under direct control of the Audit & Supervisory Board that assists the Audit & Supervisory Board Members in the execution of their duties, and assigns dedicated employees to the division.
2. Such dedicated employees work under the Audit & Supervisory Board Members, and the full-time Audit
3. • Supervisory Board Members carry out personnel evaluations of such employees. Any reassignment or disciplinary action involving such employees shall be decided, fully reflecting the opinion of Audit & Supervisory Board Members.

7. Structure for reporting to Audit & Supervisory Board Members, and structure to ensure the prohibition of unfair treatment to whistleblowers who made reporting

1. Audit & Supervisory Board Members may attend and express their opinions at meetings of the Board of Directors, the Management Meeting, and other important internal meetings.
2. The Company establishes the obligation of Directors and Executive Officers to report to the Audit & Supervisory Board if there is a risk of significant damage to the Group in internal rules.
3. The Company establishes a system for officers and employees to report compliance matters of the Group to Audit & Supervisory Board Members.
4. The Company establishes internal rules to keep whistleblowers unidentified and prohibit the unfair

treatment.

8. Matters concerning the policy for processing expenses, etc. arising with respect to the execution of duties by Audit & Supervisory Board Members, and other structures to ensure Audit & Supervisory Board Members conduct audits effectively

1. The Company bears the costs necessary for the execution of duties by Audit & Supervisory Board Members.
2. The organization in charge of internal audits closely coordinates and exchanges information with the Audit & Supervisory Board Members on the formulation of audit plans and results of internal audits.

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