Nippon Airways Co., Ltd

PROSPECTUS STRICTLY CONFIDENTIAL All Nippon Airways Co., Ltd. Admission of 537,500,000 Shares of Common Stock to the Official List of the UK Listing Authority (the “Official List”), and to trading on the Main Market (the “Market”) of the London Stock Exchange plc (the “London Stock Exchange”) The date of this Prospectus is July 28, 2009 TABLE OF CONTENTS Page Summary ...................................................................... 1 Risk Factors .................................................................... 5 Admission to Listing .............................................................. 17 Enforcement of Liabilities .......................................................... 17 Available Information ............................................................. 17 Forward-looking Statements ........................................................ 18 Presentation of Financial and Other Information.......................................... 19 Glossary ....................................................................... 20 Information Concerning Our Common Stock ............................................ 21 Exchange Rates ................................................................. 23 Capitalization and Indebtedness ...................................................... 24 Selected Consolidated Financial Data and Other Information ................................ 26 Operating and Financial Review ..................................................... 29 Business ....................................................................... 63 Management .................................................................... 92 Subsidiaries and Affiliates .......................................................... 96 Principal Shareholders and Share Ownership of Directors and Corporate Auditors................. 98 Regulation ..................................................................... 100 Japanese Foreign Exchange Regulation ................................................ 107 Description of Common Stock....................................................... 109 Taxation ....................................................................... 118 Independent Auditors ............................................................. 123 Documents on Display ............................................................ 123 Index to Consolidated Financial Statements ............................................. F-1 SUMMARY This summary should be read as an introduction to the Prospectus only and any decision by a prospective investor to invest in the common stock should be based on consideration of the Prospectus as a whole and not solely on this summarised information. Civil liability will attach to the Directors for this summary, including any translation hereof, but only if this summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus. Where a claim relating to the information contained in this document is brought before a court in an EEA state, the claimant may, under the national legislation of the EEA state in which the claim is brought, be required to bear the cost of translating this document before legal proceedings are initiated. Information about the Listing Application has been made to the Financial Services Authority in the United Kingdom (the “UK Listing Authority”) in its capacity as competent authority under the Financial Services and Markets Act 2000 (“FSMA”) for the 537,500,000 shares of our common stock to be listed (as a secondary listing by a third country issuer) on the Official List and to the London Stock Exchange for those shares to be admitted to trading on the Market. The shares are new shares of common stock offered and sold pursuant to a global offering (the “global offering”) launched on July 1, 2009. The global offering includes 500,000,000 shares and up to 75,000,000 additional shares pursuant to an over-allotment option (the “over-allotment option”). Of the over-allotment option, 37,500,000 shares have been issued as at the date of this Prospectus and are subject to the application for the admission to listing. Up to 37,500,000 shares may be subsequently issued subject to exercise in full of the over-allotment option on or about August 18, 2009. A portion of the global offering was offered outside Japan (the “international offering”). References in this document to our shares being “listed” (and all related references) shall mean that the shares have been admitted to trading on the Market and have been admitted to the Official List. The Market is a regulated market for the purposes of the Investment Services Directive 93/22/EEC. This application for admission is made pursuant to Listing Rule 14.3.4., which requires an application for admission to listing of equity securities as soon as possible and in any event within one year of the allotment of equity securities of the same class as equity securities that are listed. This Prospectus is published for the purpose of giving information with regard to us, our Group, and the shares of our common stock which is necessary to enable investors to make an informed assessment of our assets and liabilities, financial position, profits and losses and prospects. All Nippon Airways Co., Ltd. We are one of the leading airline groups in the world, ranking third worldwide in terms of market capitalization, based on stock prices and exchange rates as of March 31, 2009, and 12th worldwide in terms of revenue passengers, based on data published by the world’s leading airlines. We were the second largest airline in Asia in terms of scheduled passengers carried in the year ended December 31, 2008, according to the World Air Transport Statistics published by IATA. We are a member of the Star Alliance, a global airline alliance which, as of December 2008, includes 21 member airlines and serves over 916 destinations in 160 countries and regions. We are one of the two largest domestic airline groups in Japan with a market share, in terms of number of passengers, of approximately 47% for domestic travel during the year ended March 31, 2008. We conduct regularly scheduled flights to 50 airports in Japan and carried approximately 42.7 million revenue passengers on domestic flights during the year ended March 31, 2009. Our international destinations for our passenger services include 24 cities in 11 different countries and regions (other than Japan). Asia constitutes our most important geographic region for our international passenger services, with 79% of our international flights departing from or arriving in Asia as of March 31, 2009. As of March 31, 2009, 14% of our international flights departed from or arrived in North America and 7% departed from or arrived in Europe. We carried 4.4 million revenue passengers on international flights during the year ended March 31, 2009. We had operating revenues of ¥1,229.5 billion and operating income of ¥4.7 billion, before intersegment eliminations, from our air transportation segment during the year ended March 31, 2009. As of March 31, 2009, we operated a fleet of 210 aircraft. Our other operating segments include travel services and other businesses. Our travel services segment consists primarily of the sale of domestic and international package tours. Our other businesses segment is principally related to air transportation and includes trading and retailing, information and telecommunications, and building maintenance operations. 1 Our Competitive Strengths We believe our principal competitive strengths are as follows: • Operating as a major airline in the comparatively stable and profitable Japanese air transportation market. We are one of two major airlines in the Japanese domestic air transportation market and benefit from: ;ؠ the relative stability of demand in Japan for domestic air travel ؠ the concentration of traffic at a small number of airports; and .ؠ a competitive environment that is less severe than in many other national markets • Strong position in the market for international travel to and from Japan. Our network of international flights connects international airports in Japan to major destinations worldwide. We have leveraged our membership in the Star Alliance to increase our competitiveness based on flight schedules, and we are focused on attracting business travelers. • Improved business structure and financial foundation. We have reduced our exposure to risks unrelated to air transportation and achieved steady EBITDA growth through the year ended March 31, 2008. Our Strategy Our ultimate goal is to become the number one airline group in Asia, measured in terms of quality of service, customer satisfaction and value creation. In order to achieve this goal, we plan to implement the following strategic initiatives: • Capitalize on expected growth in international passenger service. We aim to capitalize on the expected growth in demand for international passenger service by offering convenient flight schedules and utilizing technologically advanced aircraft on our routes from Tokyo International Airport, or Haneda, and Narita International Airport, or Narita, following the increase in international flight slots expected to begin in 2010. We also aim to capture an increased proportion of international travelers connecting to flights through Narita by leveraging our membership in the Star Alliance and focusing on increasing the proportion of business travelers on our international flights. • Improve the efficiency of our fleet. We are implementing

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