November 26, 1999
Kawasaki Kisen Kaisha, Ltd. President Isao Shintani (Code Number 9107 First Section of the Tokyo Exchange Market) Taiyo Kaiun Kabushiki Kaisha President Hiroichi Tanaka (Code Number 9129 Second Section of the Tokyo Exchange Market)
Notice of Signing Share Exchange Agreement
Kawasaki Kisen Kaisha, Ltd. ("K"LINE) and Taiyo Kaiun Kabushiki Kaisha (Taiyo) have resolved, concluded and signed on November 26, 1999, at the respective meetings of the Board of Directors, the Agreement of Share Exchange in which Taiyo shall be restructured into a wholly-owned subsidiary of "K"LINE. The contents of the agreement are as follows:
1.	Date of the Shareholders’ Meeting for Approval of the Share Exchange    "K"LINE : No shareholders’ meeting is required in conformity with Japanese Commercial Law Article No. 358 legalizing simplification of procedures for share exchange. Taiyo : Shareholders’ meeting is to be held on January 20 (Thursday), 2000.
2.	Date of the Share Exchange February 22 (Tuesday), 2000
3.	Number of Issued Common Stock & Ratio of Exchange At the time of the share exchange, "K"LINE shall issue Par-Value Common Stock (par value per share 50 Yen), the shares of which are allocated to the shareholders of  record of Taiyo including the substantial shareholders except "K"LINE, at the close of one day prior to the date of the share exchange. The issuance of the Common Stock is to be exercised at the under-mentioned ratio of   exchange: Ratio of the Share Exchange      Number of stock shares to be issued in this share exchange      8,295,001 shares Number of stock shares of "K"LINE to be issued and allocated per Par-Value Common Stock of Taiyo(par value 50 Yen per share) 0.473 shares
4.	Increased Amounts of Share Capital and Capital Surplus The increased amounts of Share Capital and Capital Surplus of "K"LINE are: (1) Share Capital to be increased: 414,750,050 Yen (2) Capital Surplus to be increased: reckoned by the numerical formula of (a) x (b) - (c):      (a) net assets of Taiyo available on the day of the share exchange (b) the proportion of number of shares transferable to "K"LINE resulting from this share exchange against the issued Common Stock of Taiyo (c) the amount of share capital above-mentioned under (1)
5.	Initial Date in Reckoning Dividends out of Profit The initial date in reckoning dividends for the newly- issued shares at the share exchange is October 1, 1999.
6.	Tenures of Directors & Corporate Auditors Taking Office before the Date of the Share Exchange The tenures of directors and corporate auditors taking office before the date of the share exchange shall not change by this share exchange.
For further information, kindly contact :      Kawasaki Kisen Kaisha, Ltd.     2-9, Nishi-Shinbashi 1-chome, Minato-ku, Tokyo 105-8421 Hiroyuki Maekawa Director & General Manager Group Business Division Tel. (03)3595-5039 Taiyo Kaiun Kabushiki Kaisha 18-2, Akashi-machi, Chuo-ku, Kobe 650-0037 Tadanobu Goto Director Tel. (078)332-8081

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