NEPTUNE ORIENT LINES LIMITED (Company Registration No. 196800632D)

Proposed Sale of APL Logistics

Introduction

Neptune Orient Lines Limited (“NOL”) has today agreed to sell its logistics business, APL Logistics Ltd (“APLL”), to Kintetsu World Express, Inc. (“KWE”) for an aggregate purchase price of USD1.2 billion in cash (“Purchase Price”), subject to certain customary completion adjustments (“Transaction”).

Logistics Business

NOL carries on its logistics business through its wholly-owned subsidiary, APLL. As announced on 13 February 2015, APLL and its subsidiaries (“APLL Group”) contributed USD1,659 million in revenue and USD80 million in core earnings before net finance expense, tax, depreciation and amortisation (“Core EBITDA”) for the financial year ended 26 December 2014 (“FY2014”)1, representing 19% and 25% of the consolidated revenue and Core EBITDA, respectively, of NOL and its subsidiaries (“NOL Group”) for FY2014.

KWE

Established in 1948 with its headquarters in Tokyo, Japan, KWE is a leading company in the global logistics industry. As at 31 March 2014, KWE has total assets of USD1.4 billion, with revenue of USD2.4 billion and net income of USD81 million. KWE has been listed on the Tokyo Stock Exchange since May 2002 and employs more than 10,000 employees globally. KWE operates in more than 380 offices, in close to 220 cities in 34 countries outside Japan.

Transaction

NOL will effect the Transaction by selling all its shares in APLL to KWE. In connection with the Transaction, NOL will also assign the “APL LOGISTICS” trademarks to APLL.

The Purchase Price represents a 15x multiple to the APLL Group’s reported Core EBITDA for FY2014.

1 Before taking into account certain normalisation adjustments.

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Rationale for Transaction

APL Logistics is a global supply chain services provider of specialised, customised and high value-added services across four core industry verticals: automotive, retail, consumer and industrials. It is a steadily growing business and will require significant additional investments to support its growth ambitions.

NOL recognises that this is an opportune time to unlock the value of the logistics business for the NOL shareholders and strengthen the financial position of the NOL Group. In an increasingly competitive liner shipping sector, NOL believes that it is imperative to strive to have the most cost competitive position and the strongest financial position in order to have a better chance to thrive. Accordingly, after carefully considering its strategic options, NOL has decided to dispose of its logistics business and focus on improving its core liner shipping business. The net proceeds of the sale of APL Logistics will be applied to strengthen the financial position of the NOL Group, including to repay its borrowings.

Financial Effects

As set out in Schedule 1 hereto, the Transaction would on a proforma basis:

 increase the earnings per share (“EPS”) of the NOL Group for FY2014 from (USD0.10) to USD0.28, assuming the Transaction had been completed with effect from 28 December 2013, the first day of FY2014;

 increase the net asset value per share (“NAV”) of the NOL Group as at the end of FY2014 from USD0.67 to USD1.02, assuming the Transaction had been completed on 26 December 2014, the last day of FY2014; and

 reduce the ratio of net borrowings to total equity2 (“Net Gearing Ratio”) of the NOL Group as at the end of FY2014 from 2.25 to 1.08, assuming the Transaction had been completed on 26 December 2014, the last day of FY2014.

Conditions to Completion

Completion of the Transaction is conditional upon certain customary conditions precedent being satisfied, including:

 the approval of the NOL shareholders at an extraordinary general meeting to be convened (“EGM”) by way of ordinary resolution3 for the Transaction; and

 the approval, consent or confirmation of no objection by certain anti-trust authorities and regulatory authorities,

2 That is, borrowings (net of cash)/total equity. 3 An ordinary resolution will be passed if approved by a simple majority of NOL shareholders present and voting on the resolution at the EGM.

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as well as certain other customary conditions precedent as to the absence of material breach of warranties or covenants and material adverse changes.

Completion of the Transaction is expected to take place in the middle of 2015.

Major Transaction

The Transaction constitutes a “major transaction” for NOL under Chapter 10 of the SGX-ST Listing Manual, as shown by the following materiality ratios:

Test Ratio NOL Group APLL Group Materiality Ratio NAV as at 26 USD1,750 million USD241 million 14% December 2014 Net (loss)/ profits USD(217) million USD73 million (34)% before income tax, minority interests and extraordinary items for FY2014 Purchase Price to USD1,879 million USD1,200 million 64% market capitalisation of NOL as at 16 February 2015

Accordingly, the Transaction is required to be approved by shareholders of NOL at the EGM.

Voting Undertaking

As at the date hereof, Temasek Holdings (Private) Limited (“Temasek”) and its wholly owned subsidiary Lentor Investments Pte. Ltd. (“Lentor”) hold in aggregate, a direct interest in 65.4% of all the NOL shares in issue. Lentor has irrevocably undertaken with NOL to vote, and to procure Temasek to vote, their 65.4% interest in NOL shares in favour of the Transaction.

Financial Advisers

Citigroup Global Markets Singapore Pte. Ltd. (“Citi”) and The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch (“HSBC”) are acting as financial advisers to the board of directors of NOL in connection with the Transaction.

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Disclosures

No person is proposed to be appointed to the board of directors of NOL, and hence no director’s service contract is proposed to be entered into by NOL with any person, in connection with the Transaction. No director or controlling shareholder of NOL has any interest in the Transaction.

By Order of the Board of NEPTUNE ORIENT LINES LIMITED

Looi Lee Hwa and Wong Kim Wah Company Secretaries 17 February 2015, Singapore

Investor and Media enquiries:

Media enquiries Investor enquiries Pamela Pung Au Kah Soon Telephone: (65) 6371 7959 Telephone: (65) 6371 2597 Email: [email protected] Email: [email protected]

Shirley Poo Telephone: (65) 6371 5180 Email: [email protected]

Forward-looking Statements All statements other than statements of historical facts included in this Announcement are or may be forward-looking statements. Forward-looking statements include but are not limited to those using words such as “aim”, “seek”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “project”, “plan”, “strategy”, “forecast” and similar expressions or future or conditional verbs such as “will”, “would”, “should”, “could”, “may” or “might”. These statements reflect NOL’s current expectations, beliefs, intentions or strategies regarding the future and assumptions in light of currently available information. Such forward-looking statements are not guarantees of future performance or events and involve known and unknown risks and uncertainties. Accordingly, actual results may differ materially from those described in such forward-looking statements. Shareholders and investors should not place undue reliance on such forward-looking statements. None of NOL, Citi and HSBC guarantees any future performance or event or undertakes any obligation to update publicly or revise any forward-looking statements.

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Schedule 1 Proforma Financial Effects of Transaction

Bases and Assumptions

The following proforma financial effects analysis of the Transaction has been prepared on the following key bases and assumptions:

(a) based on the unaudited consolidated financial statements of the NOL Group for the financial year ended 26 December 2014;

(b) assuming insofar as (i) the EPS of the NOL Group for FY2014 is concerned, that the Transaction had been completed with effect from 28 December 2013, the first day of FY2014 and (ii) each of the NAV and Net Gearing Ratio of the NOL Group as at the end of FY2014 is concerned, that the Transaction had been completed on 26 December 2014, the last day of FY2014; and

(c) after taking into account transaction and transaction-related expenses.

Illustrative Purposes Only

The following proforma financial effects analysis of the Transaction is prepared for illustrative purposes only, to show:

(a) what the EPS of the NOL Group for FY2014 would have been if the Transaction had been completed with effect from 28 December 2013, the first day of FY2014; and

(b) what the NAV and Net Gearing Ratio of the NOL Group as at the end of FY2014 would have been if the Transaction had been completed 26 December 2014, the last day of FY2014.

The following proforma financial effects analysis may not, because of its nature, give a true picture of what the EPS of the NOL Group for FY2014, or of what the NAV and Net Gearing Ratio of the NOL Group as at the end of FY2014, might have been if the Transaction had actually been completed with effect from 28 December 2013 and 26 December 2014, respectively.

ProForma Financial Effects

On the bases and assumptions set out above, the proforma financial effects of the Transaction are as follows Financial Measure Actual NOL Group for FY2014 Proforma for Transaction and as at 26 December 2014 EPS (USD0.10) USD0.28 NAV USD0.67 USD1.02 Net Gearing Ratio 2.25 1.08

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FOR IMMEDIATE RELEASE

NOL and KWE enter into a sale and purchase agreement for APL Logistics

SINGAPORE, TOKYO, 17 February 2015 – Neptune Orient Lines Limited (“NOL”) and Kintetsu World Express, Inc. (“KWE”), jointly announced today that they have entered into a sale and purchase agreement for NOL’s logistics business, APL Logistics, for US$1.2 billion.

“This is a strategic move that will allow us to focus on improving our liner shipping business, while at the same time enabling APL Logistics to grow. The transaction will also strengthen our balance sheet and unlock value for our shareholders,” said Ng Yat Chung, Group President and CEO of NOL.

NOL said that the divestment of APL Logistics follows a robust and highly competitive process, and that the net proceeds of the sale will be applied to strengthen its financial position, including to repay its borrowings. It further said that the divestment will allow APL Logistics to realise its full potential.

“The proposed transaction with KWE is expected to provide APL Logistics with the opportunity to expand its business with the backing of a company with strong fundamentals and a commitment to grow in the logistics space. We believe that KWE has the ability and the ambition to continue APL Logistics’ growth strategy,” continued Mr Ng.

“We are very pleased to successfully enter into this transaction. Since 2013, we have laid out a strategy to strengthen our international presence especially in the US and Asia. This transaction fits right into our strategy,” said Satoshi Ishizaki, Group President and CEO of KWE. “We intend to retain the headquarters of APL Logistics in Singapore and to run it as a separate unit. We will also ensure that members of the group work together for the benefit of our stakeholders. We warmly welcome customers and employees of APL Logistics into our group. To them, I would like to give my assurance that when this transaction is completed,

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KWE will continue to invest in and expand APL Logistics’ services so as to serve our customers better, and to create exciting career growth opportunities for all employees of the KWE family.”

This transaction is subject to NOL shareholder and relevant regulatory approvals.

Citi and HSBC acted as financial advisors to NOL during the transaction. KWE’s financial advisor is Nomura Securities.

End

For more information, please contact:

NOL KWE

Media Relations Public Relations

Pamela Pung Itsuro Nagakubo Email: [email protected] Email: [email protected] Tel: +65 6371-7959 Tel: +81(3) 6863-6443

Shirley Poo Noriko Ogi Email: [email protected] Email: [email protected] Tel: +65 6371-5180 Tel: +81(3) 6863-6443

John Wong Email: [email protected] Tel: +65 9851-3403

Chelsea Phua Email: [email protected] Tel: +65 8322-6409

Investor Relations Investor Relations

Au Kah Soon Natsuki Kimura Email: [email protected] Email: [email protected] Tel: +65 6371-2597 Tel: +81(3) 6863-6443

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About NOL

Neptune Orient Lines (NOL) is a Singapore-based global container shipping and logistics company. Its container shipping arm, APL, provides world-class container shipping and terminal services, as well as intermodal operations supported by leading-edge IT and e-commerce. Its logistics business, APL Logistics, provides international, end-to-end logistics services and solutions, employing the latest IT and data connectivity for maximum supply chain visibility and control. NOL Web site: www.nol.com.sg.

About APL Logistics

APL Logistics is a global supply chain specialist in the Auto, Consumer, Industrials and Retail verticals. It provides a comprehensive range of origin and destination services in over 60 countries, including freight and transportation management, customs brokerage, warehousing, distribution and supply chain consulting. APL Logistics offers customised technology solutions and applications that help customers analyse and optimise their supply chains. APL Logistics is a unit of Singapore-based Neptune Orient Lines (NOL), a global transportation and logistics company

About KWE

Kintetsu World Express, Inc.(KWE) provides comprehensive one-stop services and solutions that incorporate airfreight forwarding, Ocean freight forwarding and a full-range of logistics services to provide "Optimum Distribution Solutions" to its clients on a global scale. KWE shall create new values and optimal environments through our provision of cargo logistics services in order to contribute to the development of a global community together with our clients, shareholders and employees.

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Proposed Divestment of APL Logistics

17 February 2015 Disclaimer

This presentation has been prepared by NOL(“NOL") and its subsidiaries (“the Group”) solely for use in connection with the investor, analyst and media presentation held in connection the Sale and Purchase Agreement (“SPA”) of NOL’s logistic unit, APL Logistics (“APL Logistics”).

This presentation is for information purposes only and does not constitute or form part of an offer, solicitation or invitation of any offer, to buy or subscribe for any securities, nor should it or any part of it form the basis of, or be relied in any connection with, any contract or commitment whatsoever.

The following presentation includes forward-looking statements, which involve known and unknown risks and uncertainties, that could cause actual results or performance to differ. Forward looking information is based on current views and assumptions of management, including, but not limited to, prevailing economic and market conditions. Such statements are not, and should not be interpreted as a forecast or projection of future performance. Forward-looking statements speak only as at the date of this presentation. The forecast financial performance of the Company is not guaranteed.

You are cautioned not to place undue reliance on these forward-looking statements, which are based on the current views of the Group on future events. The Group expressly disclaim any obligation or undertaking to disseminate any updates or revisions, except as required by law, to any forward-looking statements contained herein to reflect any change in the Group’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

This presentation may not be forwarded or distributed to any other person and may not be copied or reproduced in any manner. Failure to comply with this directive may violate applicable laws. Agenda

• Proposed Divestment of APL Logistics

• Financial Details

• APL Logistics

Page 3 | 17 February 2015 | Proposed Divestment of APL Logistics Ng Yat Chung Group President & CEO Divestment of APL Logistics • NOL has entered into a transaction to divest APL Logistics to Kintetsu World Express (KWE) for US$1.2b

• Unlock full value of APL Logistics for shareholders

• NOL to reduce debt and strengthen balance sheet

• Enable APL Logistics grow to its full potential

• Proposed divestment will enable NOL to focus on container shipping business

• Subject to shareholder and regulatory approvals

Page 5 | 17 February 2015 | Proposed Divestment of APL Logistics NOL Group at a glance

Liner Business Logistics Business 81% of Group Revenue 19% of Group Revenue

• US$7.0 billion in revenue (FY2014) • US$1.7 billion in revenue (FY2014) • Top 10 containership operator • Leading provider of end-to-end • Global customer base in almost 100 worldwide supply chain management countries solutions • Over 3.400 employees • 110 offices/agents in over 60 countries • Over 6.000 employees

6 Rationale

• Longstanding external interest in APL Logistics • Limited resources to grow both Liner and Logistics • Group reviewed all options, including possible sale or IPO of APL Logistics • Sale enables Logistics to grow & unlock embedded value for shareholders • Proceeds to reduce debt • Group will halve net gearing from 2.25x to 1.08x (proforma end-2014)

Page 7 | 17 February 2015 | Proposed Divestment of APL Logistics No dis-synergy from divestment

• Inter-company trade revenue between APL and APL Logistics was about US$70m in FY14 • Transactions between APL & APL Logistics are at arm’s length • APL and APL Logistics to continue strong business relationship

Page 8 | 17 February 2015 | Proposed Divestment of APL Logistics Post transaction: Focus on liner shipping

• Liner has steadily improved although not yet profitable • Return Liner to sustained profitability: • Competitive cost structure • Superior operational efficiency • Strong financial position

Page 9 | 17 February 2015 | Proposed Divestment of APL Logistics Cedric Foo Group Deputy President & CFO Robust bid process

• NOL has been evaluating options for APL Logistics • An auction process was conducted across North America, EMEA and Asia • Many parties expressed interest and submitted bids • KWE was selected as the preferred buyer for APL Logistics as they submitted the highest bid of US$1.2b and has the best closure certainty • KWE is well placed to support the growth ambition of APL Logistics

Page 11 | 17 February 2015 | Proposed Divestment of APL Logistics US$1.2b purchase price unlocks the value of APL Logistics

Mean EV/EBITDA Implied Value trailing multiple (US$) (x) Precedent M&A transactions * 9.6 ~800m Precedent Logistics IPO ** 9.8 ~800m Public trading comparables *** 11.4 ~900m

• Purchase price of US$1.2b represents a 15x multiple to APLL Group’s reported core EBITDA of US$80m for FY2014 • Purchase price compares favorably against precedent transactions and public logistics trading comparables • Subject to shareholder and regulatory approvals

* Mean EBITDA multiple for precedent logistics transactions ** Kerry Logistics IPO at 9.8x EV/EBITDA and listed on the HKSE on 19 Dec 2013 *** Mean 2014 EBITDA multiple

Page 12 | 17 February 2015 | Proposed Divestment of APL Logistics Use of net proceeds to strengthen financial position

• NOL Group’s net gearing ratio (net borrowings to total equity) pro- forma as at the end of 2014 reduces from 2.25 to 1.08 • Net gain from divestment pro-forma as at the end of 2014 is US$0.9b

Test Ratio NOL Group APLL Group Materiality Ratio NAV as at 26 December 2014 USD1,750 million USD241 million 14% Net (loss)/ profits before USD(217) million USD73 million (34)% income tax, minority interests and extraordinary items for FY2014 Purchase Price to market USD1,879 million USD1,200 million 64% capitalisation of NOL as at 16 February 2015

Page 13 | 17 February 2015 | Proposed Divestment of APL Logistics Beat Simon President, APL Logistics Full management support

• KWE support for APL Logistics vertical strategy • Established logistics company with strong fundamentals • Expanded reach and expertise • Expressed intention to run APL Logistics as a separate unit, headquartered in Singapore • Continue close working relationship with APL

Page 15 | 17 February 2015 | Proposed Divestment of APL Logistics Building on APL Logistics’ success

• Grown nearly 5x times since 2000 incorporation to US$1.7b revenues in FY2014 • Ambition to deliver a global growth plan • Focus on Automotive, Consumer, Retail and Industrials verticals to deliver growth goal • Continued investment to build & sustain momentum

Page 16 | 17 February 2015 | Proposed Divestment of APL Logistics Neptune Orient Lines Ltd 9 North Buona Vista Dr #14-01 Metropolis Tower 1 End of Presentation Singapore 138588 Tel: (65) 6278 9000 Fax: (65) 6278 4900 Thank You Company registration number : 196800632D Website: www.nol.com.sg Appendix

About NOL Neptune Orient Lines (NOL) is a Singapore-based global container shipping and logistics company. Its container shipping arm, APL, provides world-class container shipping and terminal services, as well as intermodal operations supported by leading-edge IT and e-commerce. Its logistics business, APL Logistics, provides international, end-to-end logistics services and solutions, employing the latest IT and data connectivity for maximum supply chain visibility and control. NOL Web site: www.nol.com.sg.

About APL Logistics APL Logistics is a global supply chain specialist in the Auto, Consumer, Industrials and Retail verticals. It provides a comprehensive range of origin and destination services in over 60 countries, including freight and transportation management, customs brokerage, warehousing, distribution and supply chain consulting. APL Logistics offers customised technology solutions and applications that help customers analyse and optimise their supply chains. APL Logistics is a unit of Singapore-based Neptune Orient Lines (NOL), a global transportation and logistics company

Page 18 | 17 February 2015 | Proposed Divestment of APL Logistics