Nippon Yusen Kabushiki Kaisha : Notice of the 137th Ordinary General Meeting of Shareholders

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 137th Ordinary General Meeting of Shareholders

The 137th Fiscal Year

Report

April 1, 2023
March 31, 2024
Nippon Yusen Kabushiki Kaisha
Table of Contents
Greetings from the President	3
Notice of the 137th Ordinary General Meeting of Shareholders	4
Guidance on the Exercise of Voting Rights	6
Livestreaming via the Internet and Submission of Shareholder Questions in Advance	8
Reference Documents for the General Meeting of Shareholders	10
(Reference) Corporate Governance	20
Major Financial Highlights (Consolidated)	23
Business Report	25
Consolidated Financial Statements	34
Unconsolidated Financial Statements	37
Real-time Subtitling Service	39
Shareholders' Memo / Information on the My Number System in relation to Shares /	40-
Notices	41

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

• The Ordinary General Meeting of Shareholders will be livestreamed via the Internet.
• 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/stock/meeting/

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Based on the system for electronic provision, shareholders who have requested delivery of paper-based documents will receive a "Document Stating the Matters Subject to Measures for Electronic Provision for the 137th Ordinary General Meeting of Shareholders (Supplementary Information)" ("交付書面（別冊）"

(Delivery Document (supplement)) is printed on the upper right of

the front cover) together with this Notice of Convocation. For Access to the website details of the content of this document, please refer to the

following website:

https://www.nyk.com/english/ir/stock/meeting/

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Greetings from the President

I would like to thank all of our company's shareholders and investors for your continued support.

During the current fiscal year (April 1, 2023 to March 31, 2024), the unique conditions caused by the COVID-19-induced tight logistics situation in the liner trade business ended, and profit fell significantly over the previous year due to weak vessel supply and demand conditions. However, due to continued strong performance in the automotive business due to the recovery in finished-car production volumes and strong sales demand in each country, as well as robust market conditions in the energy business, we recorded consolidated recurring profit of ¥261.3 billion and profit attributable to owners of parent of ¥228.6 billion, both of which exceeded our initial forecasts.

With a desire to create a brighter, more stable future for people around the world, the Group has positioned initiatives that address current social issues at the center of its growth strategies, and planted various seeds and promoted its businesses in the current fiscal year as well. As part of our decarbonization initiatives, we are engaged in technological development on new vessels, etc. for the transport of new energy, which will support stability in our lifestyles moving forward, as well as systematic fuel conversion to reduce CO2 emissions from the Company-owned vessels, etc. We are also promoting initiatives aimed at the commercialization of various support operations in the future, including those for offshore wind power projects planned in seas around Japan and other parts of Asia, and the establishment of waste-free circular economies in space-related businesses. In terms of human resources, who are the foundation for promoting these initiatives, we have begun reviewing our environments and systems with a view to ensuring that every Group employee throughout the world can take pride and confidence in their role and work with energy and enjoyment.

In our medium-term management plan "Sail Green, Drive Transformations 2026 - A Passion for Planetary Wellbeing," the Group's vision reads as follows: "We go beyond the scope of a comprehensive global logistics enterprise to co-create value required for the future by advancing our core business and growing new ones." To achieve this vision, this year we will continue to implement effective growth investments and ensure that profits are returned to our shareholders for their continued support.

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

May 2024

Takaya Soga

President, Representative Director,

President and Chief Executive Officer

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To Our Shareholders

Code No. 9101 TSE Prime Market May 28, 2024 (Electronic provision measures to be started on May 21, 2024)

3-2, Marunouchi 2 Chome, Chiyoda-ku, Tokyo

Takaya Soga

President, Representative Director

Nippon Yusen Kabushiki Kaisha

Notice of the 137th Ordinary General Meeting of Shareholders

We are pleased to announce that the 137th Ordinary General Meeting of Shareholders of Nippon Yusen Kabushiki Kaisha will be held as follows.

When the Company convenes a general meeting of shareholders, it shall take measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. (hereinafter referred to as "electronic provision measures matters") in electronic format, and this shall be posted on our website at the URL listed below.

The Company's Website

https://www.nyk.com/ir/stock/meeting/ (in Japanese)

In addition to the electronic provision measures matters being posted on our website, they shall also be posted on the following website of the Tokyo Stock Exchange (TSE).

Tokyo Stock Exchange Website (TSE listed company information service)

https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)

(Access the above Tokyo Stock Exchange website, in "銘柄名 (会社名)" (Brand name (Company name)), enter "日本郵船" (NYK), or in "コード" (Code), enter "9101," and click "検索" (Search). Select "基本情報" (Basic information) and "縦覧書類/PR情報" (Documents for public inspection/PR information) in that order, and click "情報を閲覧する場合はこちら" (Click here to view information) under "縦覧書類" (Documents for public inspection) and "株主総会招集通知/株主総会資料" (Notice of Convocation of General Meeting of Shareholders/Materials for General Meeting of Shareholders) to find the necessary information.)

Please review the Reference Documents for the General Meeting of Shareholders (pages 10 through

1. and exercise your voting rights. You may exercise your voting rights via the Internet, etc., or by mail.
   We will be livestreaming the Ordinary General Meeting of Shareholders via the Internet.

• 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.

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[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" (pages 6 and 7), and exercise your voting rights by 5:00 p.m. Japan Time, Tuesday, June 18, 2024.

[Voting by mail]

Please review the "Guidance on the Exercise of Voting Rights" (page 6), indicate your vote for or against each of the proposals on the Voting Form, and return the form by 5:00 p.m. Japan Time, Tuesday, June 18, 2024.

1. Date: 10:00 a.m., Wednesday, June 19, 2024 (The reception desk will open at 9:00 a.m.)
2. Place: Room "AOI," 2F, PALACE HOTEL TOKYO

1-1-1 Marunouchi, Chiyoda-ku, Tokyo

• If all seats in AOI are filled, you may be directed to a secondary meeting room, etc.

3. Agenda of the Meeting:

Matters to be reported: 1) The Business Report, the Consolidated Financial Statements and the

results of audits of the Consolidated Financial Statements by the Independent Auditor and the Audit & Supervisory Committee for the 137th Fiscal Year (from April 1, 2023 to March 31, 2024)

2) Unconsolidated Financial Statements for the 137th Fiscal Year (from April 1, 2023 to March 31, 2024)

Proposals to be resolved:

Proposal No. 1: Appropriation of surplus

Proposal No. 2: Election of seven Directors (not including Directors who are Audit & Supervisory Committee Members)

• The following electronic provision measures matters are not stated in the documents delivered to shareholders (including shareholders who have requested delivery of paper-based documents) in accordance with the laws and regulations and the provisions of the Company's Articles of Incorporation. The Audit & Supervisory Committee and the Independent Auditor have audited the documents subject to audit, including the following matters.
• 1. The Following Matters Among Matters to Be Indicated in Business Reports
  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
  1. Consolidated Statement of Changes in Equity
  2. Notes to Consolidated Financial Statements
  3. Unconsolidated Statement of Changes in Equity
  4. Notes to Unconsolidated Financial Statements

1. Items relating to the exercise of voting rights:
2. 1. If you make no selection as to approval/disapproval for the respective proposals, you shall be deemed to have expressed intent to give approval as to the proposals.
   2. In the event that the exercise of voting rights is duplicated both via the Internet and by mailing the Voting Form, the exercise of voting rights via the Internet shall be deemed valid. In addition, in the event that voting rights are exercised via the Internet two or more times, the most recent exercise of voting rights shall be deemed valid.
   3. You may exercise your voting rights by appointing one proxy who shall be a shareholder with voting rights present at the meeting; provided that the shareholder or his/her proxy shall submit to the Company a document evidencing his/her power of representation on the day of the meeting.
3. Method to announce the revision, etc. of electronic provision measures matters:
   If the need arises to revise the electronic provision measures matters, the revised or changed items will be announced along with the original versions on our aforementioned website and the Tokyo Stock Exchange website.
   In addition, in the event of any major changes made to the operation of the General Meeting of Shareholders, we will post the changed items on our aforementioned website and the Tokyo Stock Exchange website.

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Guidance on the Exercise of Voting Rights

Please exercise your votes by either of the following methods.

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

Please exercise your voting rights by the deadline by accessing the website for exercising votes designated by the Company (https://evote.tr.mufg.jp/).

Voting deadline:5:00 p.m., Tuesday, June 18, 2024

Voting by mail

Please indicate your vote for or against each of the proposals on the Voting Rights Exercise Form and return the form by the deadline.

Voting deadline:5:00 p.m., Tuesday, June 18, 2024

Voting by attending the meeting in person

If you attend the meeting, please present the Voting Rights Exercise Form at the reception desk on the day of the General Meeting of Shareholders.

Date and time of the meeting:

10:00 a.m., Wednesday, June 19, 2024

One in 100 shareholders who exercise their voting rights via the Internet in advance of the meeting will be randomly selected to receive an electronic gift (worth 500 yen), regardless of whether they approve the proposals. After agreeing to the instructions on the screen displayed after exercising your voting rights, you will be redirected to the gift draw entry site. Please fill out the required information and enter the draw. If your entry is drawn, you will be notified within about two weeks after the meeting, and will be able to select the gift of your choice at a gift site.

• Important points regarding entry
• • Personal information obtained from shareholders will only be used to the extent necessary to perform the service.
    Details regarding the purpose of handling personal information, etc., can be found on the following site.
    https://www.nyk.com/english/privacy/
  • We will not provide obtained personal information to third parties except in the following cases.
  • 1. When we have prior consent of the shareholder
    2. When based on laws and regulations
    3. When necessary for improvement of public health or protection of property, and when obtaining consent of the shareholder is difficult
    4. When it is necessary to cooperate with a government institution or a local government, or a party entrusted by a government institution or a local government, in the performance of functions stipulated by a law or regulation, and when obtaining consent of the shareholder may result in interference with the performance of such functions
  • We may in some cases subcontract the handling of obtained personal information in whole or in part to the extent necessary to achieve the purpose of use.
  • The provision of personal information is voluntary. However, you may not be able to use some or all of the service if you do not provide your personal information.
  • This service is subject to discontinuation without notice.

[Inquiries concerning the service]

Giftpad Co., Ltd.

Tel: [phone] (toll free within Japan)

			Hours:		10:00 a.m. to 5:00 p.m., excluding Saturdays, Sundays and public
				holidays

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Guidance on the Exercise of Votes via Electromagnetic Method (such as the Internet, etc.)

Exercise of votes via the Internet may be done by accessing the website for exercising voting rights designated by the Company (https://evote.tr.mufg.jp/) using a PC or smartphone (access is unavailable between▶ 2:30 a.m. and 4:30 a.m. Japan Time every day).

Method for exercising voting rights via the Internet

(1) Voting by using a smartphone

• You may exercise your voting rights by automatically accessing the website for exercising votes by scanning the "login QR code" provided on the Voting Rights Exercise Form using a smartphone.

(2) Voting by using a PC

• Please access the website for exercising votes (https://evote.tr.mufg.jp/), enter the login ID and temporary password recorded on the Voting Form and then enter your vote for each proposal according to the instructions on the screen.

• You may change the temporary password to a password of your choice on the website for exercising votes in order to prevent improper access by third parties other than the shareholder

▶ (so-called "spoofing") or alteration of the content of your voting selections. Expenses incurred when accessing the website for the exercising voting rights

Please note that expenses incurred when accessing the website for the exercising voting rights (Internet connection charges, etc.) shall be the responsibility of the shareholder.

Inquiries concerning the system

Stock Transfer Agency, Mitsubishi UFJ Trust and Banking Corporation 0120-173-027 (toll free within Japan)

(Operator and reception hours: 9:00 a.m. to 9:00 p.m.)

Other inquiries

Stock Transfer Agency, Mitsubishi UFJ Trust and Banking Corporation 0120-232-711 (toll free within Japan)

(Operator and reception hours: 9:00 a.m. to 5:00 p.m., excluding Saturdays, Sundays, and public holidays)

To the Institutional Investors:

Institutional investors may use the Electronic Proxy Voting Platform for Institutional Investors managed by ICJ, Inc. as an electronic method for the exercise of votes at the General Meeting of Shareholders of the Company.

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Livestreaming via the Internet and Submission of Shareholder Questions in Advance

The Company's General Meeting of Shareholders will be livestreamed on the Internet as follows for viewing at home or elsewhere. You may also submit questions to the Company in advance.

1. Date and time of livestream

Wednesday, June 19, 2024, from 10:00 a.m. until the conclusion of the General Meeting of Shareholders (The website for viewing the livestream may be accessed from around 9:30 a.m.)

• On-demandstreaming can be viewed from Wednesday, June 26, 2024 on the "General Shareholders' Meeting" page of the Company's website (https://www.nyk.com/english/ir/stock/meeting/) or on the Company's official YouTube channel.

2. How to view

1. Please access the URL below (online site for the General Meeting of Shareholders "Engagement Portal") from a PC or smartphone.

URL:

1. Please enter the "login ID" and "password" given below at the authentication screen (login screen), check "I agree to the usage agreement." after confirming the usage agreement, and click the "Login" button.
2. • Login ID: The first 12 digits of the 15 half-width alphanumeric characters printed on the right side of
     the Voting Rights Exercise Form. Example: When the login ID is "3004－1234－5678－901," enter "300412345678."
   • Password: The seven-digit Japanese postal code of the registered address of the shareholder as of
     March 31, 2024 + "2024" (a total of 11 digits) Example: When your postal code is "123-4567," enter "12345672024."

1. • Note that the password is different from the "temporary password" shown on the Voting Rights Exercise Form.
   • Do not include hyphens (-) in the login ID or password.
2. After logging in, click the "View the livestream" button, check "I agree to the usage agreement." after confirming the usage agreement for viewing the livestream, and click the "View" button.
   After logging in to the website, you can check your viewing environment in advance by clicking the "viewing environment test site" on the website.

3. Important points regarding viewing

1. Due to unavoidable circumstances, we might be unable to provide the livestream. In such an event, we will make an announcement on the website below.
   https://www.nyk.com/ir/stock/meeting/ (in Japanese)
2. Participation in the General Meeting of Shareholders via the Internet by watching the livestream of the meeting does not constitute attendance under the Companies Act. Therefore, questions, the exercise of your voting rights or submission of motions will not be able to be carried out by participating via the Internet.
3. The participants in the General Meeting of Shareholders via the Internet are limited to the shareholders themselves. We kindly ask shareholders not to participate by means of a proxy, etc.
4. Please be aware that you may experience audio or video problems due to your device (model, performance, etc.) and internet connection (line conditions, connection speed, etc.).
5. Communication charges for accessing the livestream shall be borne by the shareholders themselves.

4. Submission of shareholder questions in advance

We will be taking questions concerning the agenda of the meeting prior to holding the General Meeting of Shareholders.

Please ask your question in advance after referring to "2. How to view" and accessing the "Engagement Portal."

1. Reception period
   From the time of receiving this convocation notice until 5:00 p.m., Tuesday, June 11, 2024

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1. Notes
2. 1. Questions shall be limited to questions concerning the agenda of the meeting.
   2. Questions shall be limited to one question of up to 200 characters per person.
   3. Of the questions, we plan to answer those that we believe to be of high interest to many shareholders on the day of the General Meeting of Shareholders.
   4. We do not guarantee that we will answer every question. We will not be able to respond to you individually, but we will refer to the questions we were unable to answer as valuable opinions for the future.
   5. Please refer to 3. iv) and v) above for notes about accessing the "Engagement Portal."

[Inquiries concerning the website]

Stock Transfer Agency, Mitsubishi UFJ Trust and Banking Corporation

Tel: [phone] (toll free within Japan)

			9:00 a.m. to 5:00 p.m., excluding Saturdays, Sundays and public
	Hours:		holidays
		However, on the day of the General Meeting of Shareholders, from 9:00
			a.m. to the conclusion of the General Meeting of Shareholders

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