Notice of the 135th Ordinary General Meeting of Shareholders[PDF:1,320KB] 2021.4.１ to 2022.3.31

INFORMATION

The document following this cover sheet exists solely to provide English translations of selected information in the original Japanese text and the documents attached to the Notice of Ordinary General Meeting of Shareholders for reference only.

The original Japanese text of the Notice of Ordinary General Meeting of Shareholders should be available to foreign shareholders at their respective sub-custodians in Japan. Please contact your custodian with your voting instructions as soon as possible.

Notice of the 135th Ordinary General Meeting of Shareholders

The 135th Fiscal Year

Report

From April 1, 2021 to March 31, 2022

Nippon Yusen Kabushiki Kaisha

• We will be livestreaming the Ordinary General Meeting of Shareholders via the Internet.In order to prevent the spread of COVID-19, you are kindly requested to refrain from attending the meeting in person to the extent possible and view the livestream after exercising your voting rights in advance by mail or via the Internet, etc.
• In order to prevent the spread of COVID-19, there will be a limit to the number of seats that we can prepare. Please understand that there may be measures including restrictions on entry to the meeting venue.We sincerely request our shareholders attending the meeting in person to take measures to prevent the infection such as wearing a mask. We would appreciate your understanding regarding the measures we will be taking to prevent the infection.
• Depending on future circumstances, we will post notices concerning any major changes made to the operation of the General Meeting of Shareholders on the website below.
  https://www.nyk.com/english/ir/event/meeting/

Notes: 1. The forecast incorporates certain assumptions the Company regarded as rational expectations at the time this report was announced, and involves potential risks, uncertainties and other factors. Actual results could differ materially from those projected figures.

1. The "NYK Group" means, in principle, a corporate group that consists of the Company and its subsidiaries.
2. Fractions of amounts and the numbers of shares in this report are rounded down.
3. ( ) indicates minus.

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Greetings from the President

I would like to express my sincere gratitude to all of our company's shareholders and investors for your understanding and support of the NYK Group's activities. I am pleased to have this opportunity to report as follows on NYK Line's results for the fiscal year ended March 31, 2022.

During the fiscal year, COVID-19 continued to have a major impact around the world, but as a result of the strong markets created by robust cargo demand ongoing from the previous fiscal year, Liner & Logistics (Liner Trade, Air Cargo Transportation and Logistics segments) was the main driver of the group's overall financial results. On the other hand, in the Bulk Shipping segment, although crude oil and petrochemical tankers continued to experience historically weak markets, our ratio of short-term contracts affected by market fluctuations is limited. Combined with improved market levels and benefits of the structural reforms carried out last fiscal year in the dry bulk shipping division and increased handling volumes in the car transportation division, the Bulk Shipping segment as a whole achieved greatly improved results compared to last fiscal year.

As a result of these factors, the consolidated financial results for the current fiscal year were revenue of JPY2,280.7 billion, operating profit of JPY268.9 billion, recurring profit of JPY1,003.1 billion and profit attributable to owners of parent of JPY1,009.1 billion, a new record high.

In addition to COVID-19, the impact of the situation in Russia and Ukraine makes it difficult for us to foresee the business environment in which the NYK Group will operate in the coming fiscal year, but as the consolidated forecast for the fiscal year ending March 31, 2023, we expect to achieve revenue of JPY2,300.0 billion, operating profit of JPY187.0 billion, recurring profit of JPY760.0 billion and profit attributable to owners of parent of JPY720.0 billion. Under our basic philosophy of "Bringing value to life", we deliver value to people and society, and take pride in supporting daily life. While ensuring the safety of our employees throughout the group working at sea, land and air, we will continue striving to achieve safe and continued operations.

We have designated the stable return of profits to shareholders as one of the most important management priorities, and the distribution of profits is decided after comprehensively taking into account the business forecast and other factors and generally targeting a consolidated payout ratio of 25%. At the same time, based on an ongoing minimum dividend that is not affected by the business results, an annual dividend of JPY20 per share has been set as the minimum dividend for the time being. In addition to this basic dividend policy, we considered a share buyback, but for the current fiscal year, we will only issue a dividend. The year-end dividend has been increased from the previous forecast by JPY250 to JPY1,250 per share, and including the interim dividend, we plan to issue a full- year dividend of JPY1,450 per share. Concerning the upcoming fiscal year, based on the same policy, we currently plan to issue an interim dividend of JPY650 and year-end dividend of JPY400 for a full- year dividend of JPY1,050.

In accordance with our medium-term management plan "Staying ahead 2022 with Digitalization and Green", we have worked to improve profitability and strengthen our ability to withstand the future changes in the business environment by optimizing the business portfolio and accumulating stable- freight-rate business. Also, in September of last year we announced the long-term greenhouse gas emissions reduction target of "Achieve net-zero emissions by 2050" in the group's oceangoing businesses. Along with promoting the use of LNG-fueled vessels, which has been designated a bridge solution until the realization of zero-emission ships in the future, we will accelerate the initiatives for decarbonizing the oceangoing businesses by developing zero-emission ships capable of using alternative fuels such as ammonia. Through these initiatives, we will create new value as a "Sustainable Solution Provider" who is needed by society and industry. Going forward, we will continue to nimbly respond to changes in the business environment based on the "NYK Group ESG Story", which sets forth specific actions for positioning ESG management as a growth strategy.

Going forward, I ask all of the shareholders and investors for your continued understanding and support for the NYK Group.

May 2022

Hitoshi Nagasawa

President

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• Guidelines related to Corporate Governance (Corporate Governance Guidelines; Our Views on Size, Balance and Diversity of the Board of Directors; Policies and Procedures for the Appointment and Nomination of Directors, Audit and Supervisory Board Members and Corporate Officers; Independence Criteria for Recommendation of Candidates for Outside Directors and Audit and Supervisory Board Members; Policies and Procedures for Determining Compensation for Directors, Audit and Supervisory Board Members and Corporate Officers; Rules on the Nomination Advisory Committee; and Rules on the Compensation Advisory Committee) have been posted on the Company's website on the Internet (https://www.nyk.com/english/profile/gvn/guideline/).

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To Our Shareholders

May 31, 2022

Notice of the 135th Ordinary General Meeting of Shareholders

To the Shareholders of Nippon Yusen Kabushiki Kaisha:

We are pleased to announce that the 135th Ordinary General Meeting of Shareholders of Nippon Yusen Kabushiki Kaisha will be held as follows.

Please review the Reference Documents for the General Meeting of Shareholders shown in the following pages (pages 9 through 38) and exercise your voting rights. You may exercise your voting rights by mail or via the Internet, etc.

We will be livestreaming the Ordinary General Meeting of Shareholders via the Internet*. In order to prevent the spread of COVID-19, you are kindly requested to refrain from attending the meeting in person to the extent possible and view the livestream after exercising your voting rights in advance by mail or via the Internet, etc.

In order to prevent the spread of COVID-19, there will be a limit to the number of seats that we can prepare. Please understand that there may be measures including restrictions on entry to the meeting venue.We sincerely request our shareholders attending the meeting in person to take measures to prevent the infection such as wearing a mask. We would appreciate your understanding regarding the measures we will be taking to prevent the infection.

• In order to respect the privacy of those attending in person, we will attempt to restrict images from the venue on the day to the area around the seats of the Chairman and Officers, but there may be cases where we are unable to avoid including shareholders in the image. We ask for your understanding in advance.

Voting by Mail

Please review the "Guidance on the Exercise of Voting Rights" as described in page 6, indicate your vote for or against each of the proposals on the enclosed Voting Form, and return the form by 5:00 p.m. Japan Time, Tuesday, June 21, 2022.

Voting via an electromagnetic method (such as the Internet, etc.)

If you exercise your voting rights via the Internet, please review the "Guidance on the Exercise of Voting Rights" as described in page 6, and exercise your voting rights by 5:00 p.m. Japan Time, Tuesday, June 21, 2022.

Yours faithfully

Nippon Yusen Kabushiki Kaisha

ISIN JP3753000003

SEDOL 6643960

TSE9101

Hitoshi Nagasawa

President, Representative Director

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