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V. Other

1.Implementation of a Plan Preventing the Acquisition of Substantial Holdings

Plan Preventing the Acquisition of Substantial Holdings	In Place

Additional Relevant Information

1.Basic Policy regarding Persons or Entities Controlling Our Financial and Business Strategies

Nippon Express, as a listed company on a financial exchange, respects the free trade of our outstanding shares on the market and is not necessarily against the acquisition of substantial shareholdings by a particular party as long as it can contribute to the corporate value of the Nittsu Group and by extension can improve and secure our shareholders' profit.
In the end, though, it will be left to the shareholders to decide whether or not to accept any proposals for the acquisition of substantial shareholdings.
However some proposals for the acquisition of substantial shareholdings, for instance, those deemed potentially harmful to the relationship with our stakeholders, could ultimately undermine the corporate value of the Nittsu Group and by extension our shareholders' profit.
Such proposals may insufficiently reflect the Nittsu Group's value or may lack the necessary information needed by shareholders to make any final decisions.
When faced with such a proposal, our Board of Directors considers it necessary to ensure the availability of appropriate time and information for shareholders. In addition the Board reserves the right to act in negotiations with the proponent of the substantial shareholdings acquisition, in order to fulfill its duties as assignees.

2.Overview of the Plan to Prevent the Acquisition of Substantial Shareholdings

The Company’s Board of Directors adopted a plan preventing the acquisition of substantial shareholdings ("the Plan") on April 14, 2008.
On June 27, 2008, at the 102nd General Shareholders' Meeting, and then again on June 29, 2011, at the 105th General Shareholders' Meeting, with the consent of our shareholders, it was resolved that the Plan will continue in place until the General Shareholders' Meeting in June 2014.

A.The Purpose of the Plan

The Company’s Board of Directors has adopted the Plan to clarify the rules which a bidder for a substantial shareholdings acquisition must observe, to ensure sufficient time and information to allow shareholders to make good decisions, and to provide opportunities for negotiations with the bidder.
The Plan establishes rules as detailed below for a bidder to observe, and states that possible harmmay occur to bidder should the Company initiate countermeasures. Disclosure of these measures is meant to serve as a warning to potential bidders who do not hold our corporate values, and by extension, our shareholders' profit in mind.
Meanwhile, to prevent our Board of Directors from making any arbitrary judgments concerning the application of the Plan, the Plan respects the recommendations and policy advice offered by an independent committee.
This committee ensures transparency through the timely disclosure of information to shareholders and consists of advisers who are independent from our operational management such as our outside Directors and outside Auditors or outside experts, including business executives, retired government bureaucrats, lawyers, certified public accountants, and academics with a proven track record or persons of similar status. The independent committee currently has three members: Masahiro Sugiyama, a professor at the Faculty of Commerce at Waseda University, Naoto Nakamura, a partner at the law firm of Nakamura, Tsunoda and Matsumoto, and Zenjiro Watanabe, one of our outside Auditors.

B.The Plan (Basic Policies to Prevent Those Deemed Unqualified from Controlling our Financial and Business Policies)

(1) Procedures under the Plan

a. Substantial Shareholders Covered by the Plan
The Plan is applied upon the acquisition of, or similar attempt to obtain, outstanding shares to an extent constituting "substantial holdings," as defined in (a) and (b) below.

(a) Acquisition of over 20% of Nippon Express's outstanding shares; or
(b) Acquisition of over 20% of Nippon Express's outstanding shares by a bidder or related parties through takeover bids

b. Submission of a "Statement of Intent"
One procedural condition of the Plan, to take place prior to the commencement of the acquisition of substantial holdings, requires the acquirer to submit a pre-set pledge written in Japanese called a "Statement of Intent."

c. Submission of "Required Information"
After submitting the "Statement of Intent", the acquirer is further required to submit any and all information ("Required Information") deemed appropriate and necessary by the shareholders within a prescribed period.

d. Valuation Review Period for the Board of Directors
The Board of Directors will establish a period for review during which they will consider the details of the acquisition, from the perspectives of improving and securing our corporate value as well as our shareholders' profit, render a prudent opinion, and inform the acquirer.

e. Recommendations for Countermeasures by an Independent Committee
The independent committee will make recommendations to the Board of Directors on the pros and cons of applying the Plan within the review period.

f. Resolution of the Board of Directors
The Board of Directors will afford the independent committee's recommendations the utmost respect and will quickly resolve whether or not to apply the Plan in consideration of the improvement and security of our corporate value and our shareholders' profit.

(2) The Countermeasures Invoked by the Plan
The Company will employ an allotment of share options without contribution.

(3) Period of Expiration, Termination or Alteration of the Plan
The Plan will remain in effect until the General Shareholders' Meeting planned for June 2014. If, however, before the Plan's natural expiration it is resolved by the shareholders that the Plan be altered or terminated, then at that time the Plan will be altered or terminated accordingly.
If a Board of Directors comprised of directors selected by the shareholders resolves to terminate the Plan, the Plan will terminate at that time.

C.Rationality of the Plan

(1) Fulfilling All of the Guidelines for Countermeasures Preventing Acquisition
The Plan fulfills all three principles as described in the Guidelines Regarding Takeover Defense for the Purposes of Protection and Enhancement of Corporate Value and Shareholders’ Common Interests (Corporate Value Protection Measures) released by the Ministry of Economy, Trade and Industry and the Ministry of Justice on May 27, 2005.
The three principles include improving and securing corporate value and shareholder profits, the principle of preliminary disclosure and shareholders’ intent, and the principle of guaranteeing necessity and equality.
The Plan is also in line with the Ministry of Economy, Trade, and Industry's guidelines for "Hostile Takeover Defensive Measures in a Changing Environment" issued June 30, 2008.

(2) Adoption of the Plan to Improve and Secure Corporate Value and Shareholder Profits
The Plan, as stated above in 2.A., has been adopted for the purpose of improving and securing corporate value and shareholder profits.

(3) Respecting Shareholder Intentions
This plan was adopted by a shareholders' resolution on June 27 at the 102nd General Shareholders' Meeting and then extended on June 29, 2011, at the 105th General Shareholders' Meeting, with the consent of our shareholders.
The Plan will remain in effect until the General Shareholders' Meeting planned for June 2014. Until then, any alterations to or termination of the Plan at a General Shareholders' Meeting will take place by the resolutions prescribed.
The Plan, therefore, is thought to adequately reflect the intentions of our shareholders.

(4) Information Disclosure and Judgment by Independent Professionals
Upon the Plan's adoption, the Company established an independent committee to act as an advisory panel for the Board of Directors, to eliminate any arbitrary judgments made by the Board of Directors, and to make objective resolutions and recommendations concerning the operation of the Plan, including its application.
In addition, the Company will disclose the necessary information to shareholders concerning a summary of the judgments made by the independent committee. The Company will also put in place a system that enables the transparent operation of the Plan to improve our corporate value and our shareholder profits.

(5) Establishing Rational and Objective Conditions for the Plan
The Plan, as described above in 2.B., may not be applied until reasonable and objective application requirements have been met. The Plan thereby ensures a system that prevents our Board of Directors from making arbitrary applications.

(6) No Dead-hand Type or Slow-hand Type Plans Preventing Substantial Acquisitions
As stated above in 2.B.(3)., the Plan can be terminated whenever a Board of Directors comprised of directors selected by the shareholders resolve to do so.
Thus, the Plan is not a defensive dead-hand measure (a counterplan against acquisition that cannot be terminated even if the majority of Board members are replaced), nor is it a slow-hand defensive measure (a counterplan which requires more time to prevent its application because it does not allow the replacement of all Board members at once), since we have not adopted a classified board system.

2.Other Corporate Governance Measures

Because the Company considers fundamental the timely disclosure of Company information to its investors, and in conformance with that principle, a system has been put in place to ensure that whenever important issues or material facts come to light, all submissions, resolutions, and reports issued by the Board of Directors as prescribed by Board guidelines are swiftly and adequately disclosed by the Representative Director or such other person responsible for such disclosures.
This system is illustrated by the "System to Ensure the Timely Disclosure of Company Information."