K

GROUP CODE OF CONDUCT

 Group Code of Conduct

Kintetsu World Express Inc.

24th Fl, Shinagawa Intercity Tower A, 2-15-1 Konan, Minato-ku Tokyo 108-6024 Japan

Tel:+81-3-6863-6440

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 Group Code of Conduct

INDEX
1. Compliance with Laws ..................................................................................................................... 3
2. Conflicts of Interest ......................................................................................................................... 3
3. Anti – Corruption ............................................................................................................................. 4
4. Gifts and Entertainment .................................................................................................................. 5
5. Antitrust Laws.................................................................................................................................. 5
6. Political Contributions ..................................................................................................................... 6
7. Insider Trading Laws ........................................................................................................................ 6
8. Equal Employment Opportunity ...................................................................................................... 7
9. Open Door Policy ............................................................................................................................. 7
10. Human Rights .............................................................................................................................. 8
11. Harassment.................................................................................................................................. 8
12. Health and Safety ........................................................................................................................ 8
13. Environment ................................................................................................................................ 8
14. Accurate Records and Reporting ................................................................................................. 9
15. Confidential Information / Trade Secrets.................................................................................... 9
16. Use of Company Assets ............................................................................................................. 10
17. Implementation of the Code ..................................................................................................... 10

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 Group Code of Conduct

1. Compliance with Laws

As our business expands globally, we must keep in perspective how we compete in each
country. Being a for-profit entity, we must strive to maximize profits, but we must do so
while in strict compliance with all laws and regulations applicable to our activities in each of
these countries. We must comply with not only the letter of the law but also the spirit of the
law that governs our actions as individuals and as a company.

All employees are responsible for his or her own actions, including the detection and
reporting of any violation of such laws and standards by any employee or agent.
The Company's principal business involves a complicated assortment of international and
local laws and regulations as well as a variety of licenses, permits, approvals and
governmental authorizations to conduct its normal daily activities.

All employees must acquaint themselves with the legal requirements and restrictions that
are applicable to their assigned duties and responsibilities and act accordingly.
Always remember that the mere appearance of unethical or inappropriate behavior can
often be just as damaging to our Company, and its employees and customers, as any
technical violation.

2. Conflicts of Interest

All employees shall avoid any situation in which their personal interests may conflict with
those of the Company.
Each employee has a fiduciary responsibility and owes a duty of loyalty to the Company. As a
result, any situation that even merely gives the appearance of a conflict of interest must be
avoided. All employees should not advance any personal interest or engage in any
employment, investment, association or other activity that could possibly interfere with the
interests of the Company. A conflict of interest exists when an employee's duty to give
undivided commercial loyalty to the goals of the Company may become prejudiced by the
pursuit of actual or potential personal gain from another source.
There is no substitute for sound judgment in determining when a conflict of interest may
exist, but the following describes certain situations that must be avoided:

(1) Except as may be otherwise expressly permitted by this Code of Conduct, employees
shall not, directly or indirectly, own, control, manage, participate in, invest in, permit
his or her name to be used by, act as consultant or advisor to, render services for
(alone or in association with any other individual or entity) or otherwise assist in any
manner any individual or entity that engages in the provision of services that are
similar to, are in competition with, or may materially detract from the businesses of
the Company.
(2) Employees shall deal with all customers, suppliers, competitors and all other persons
doing business with the Company in a completely legal, fair, and objective manner,
without favor or preference based upon personal financial considerations.

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 Group Code of Conduct

(3) Employees shall not accept from or give to any customer, supplier, competitor or
other person any gift or form of entertainment, except as permitted in the section
entitled "GIFTS AND ENTERTAINMENT."
(4) Employees shall not conduct business on behalf of the Company with a close relative
or friend, unless the transaction is on an arms-length basis, the transaction is
disclosed in writing to his or her supervisor or manager, and the supervisor or
manager determines that the transaction is not inconsistent with the purposes of the
Company's conflict of interest policies.

Each employee has the affirmative duty to disclose to his or her supervisor or manager the
existence of any personal position with, financial interest in, or other association with any
individual or entity that is a competitor of or which seeks to do or does business with the
Company.

Each supervisor or manager shall review each case with his or her superiors, or when
appropriate, the General Counsel, and they shall determine whether the existence of such
position, interest, or association is or may be in conflict with the Company's conflicts of
interest policies or otherwise detrimental to the best interests of the Company. If it is
determined that such conflict or detrimental effect may occur, such steps as are necessary to
correct the situation will be immediately instituted.

3. Anti – Corruption

The Company endeavors to conduct its business according to the highest ethical standards.
The Company does not seek any advantage, whether for itself or its customers, through the
use of improper inducements, and the Company strictly prohibits its directors, officers,
employees and others acting on its behalf, directly or indirectly, from providing, attempting
to provide, or offering funds, assets, or other things of value in the form of bribes, kickbacks,
or other payoffs to any actual or prospective customers, logistics service providers, and
government officials.

The Company will comply with the anti-corruption laws of each of the respective countries it
conducts business in.

Unless an employee obtains prior approval from corporate counsel, it is prohibited to offer
favors, including but not limited to money, services and entertainment, to a civil servant or
other government employee.

This holds true for inappropriate payments made through agents and third parties as well.
In the event an employee notices an improper payment or favor or is requested one,
corporate counsel should be consulted through the KWE Japan headquarters internal
reporting hotline. ach supervisor or manager shall review each case with his or her superiors,
or when appropriate, the General Counsel, and they shall determine whether the existence
of such position

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 Group Code of Conduct

4. Gifts and Entertainment

Management recognizes that employees may be offered gifts, gratuities, or similar favors
from individuals of entities transacting business with the Company and that common
courtesy may require the acceptance of such items. However, it is the policy of the Company
that neither its employees nor any member of their respective families are to solicit or accept
any money or any goods, services, premiums or discounts of any nature that may be
reasonably construed as an inducement, condition, or result of doing business with the
Company.

Gifts of nominal value that are offered as a customary business courtesy, premiums or
discounts that are generally offered and given to the public as part of a typical sales
promotion, normal business meals and entertainment may be accepted as long as the
recipient does not believe that any special reciprocation or consideration will be expected in
exchange for such action.

When in doubt, you should consult with your supervisor or manager. In addition, if you are
either offered or sent money or a gift of other than nominal value, you are to immediately
report this to your supervisor or manager so that management may take appropriate action.

For similar reasons, employees may offer gifts of nominal value as a customary business
courtesy or pay for nominal business meals and entertainment, provided that the expenses
involved are kept at a reasonable level, have been approved in advance by management, and
are not prohibited by law or the business policies or practices of the recipient's organization.

Notwithstanding the foregoing, it is the policy of the Company that neither its employees nor
any member of their respective families are to give any money or gift of any nature to any
individual or entity, including, but not limited to, any executive, official, or employee of a
customer, supplier, competitor or governmental agency, if doing so could be reasonably
construed as an inducement, condition, or result of doing business with the Company.

It is prohibited to offer certain types of gift and entertainment to government officials,

including employees of government owned or controlled businesses. Similarly offers to
political party officials or candidates for political offices or international organization officials
are prohibited as well.

5. Antitrust Laws

It is the policy of the Company for employees to strictly comply with the antitrust laws.
These laws govern the Company's conduct and transactions when dealing with customers,
suppliers, and competitors, and severe criminal and civil penalties may be imposed upon the
Company and its employees in the event that any employee either authorizes or is involved
in a violation of these laws.

In particular, the antitrust laws are designed to protect consumers by prohibiting certain
activities and arrangements that may have the effect of reducing competition.

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 Group Code of Conduct

Such prohibited activities and arrangements include:

(1) agreements with competitors to fix or control pricing;

(2) agreements with competitors to allocate services, products, markets or territories;
(3) agreements with competitors to boycott certain customers or suppliers;
(4) agreements to refrain from or limit the manufacture, sale, or production of any
products; and
(5) agreements regarding reciprocal purchase arrangements or tie-ins.

Employees shall not enter into any agreement, understanding, plan or scheme with any
competitor regarding prices or pricing policies, allocation of services, business markets or
territories, selection of customers or suppliers or any other similar competitive information.
Just as important, employees shall not knowingly participate in any information meetings,
exchange information, correspond directly or indirectly or even discuss any of the above with
any competitor.

The employees should seek the advice of their supervisor or manager, that person's superior,
director or the General Counsel when questions concerning international activities and
arrangement arise.

6. Political Contributions

The Company will not provide any inappropriate contributions or favors to any politicians or
political organizations that are prohibited by the laws of that country.
While employees may support their personal choices of parties and candidates, they must do
so strictly on their own time and without the use of any Company resources whatsoever.

7. Insider Trading Laws

It is the policy of the Company for employees to strictly comply with the securities laws of
each country that it conducts business in.

In particular, the trading of stock, options, and other securities in the Company's parent
company or the Company (collectively referred to as "Company Securities") or in any other
publicly-traded entity, while in possession of inside information, is prohibited. Similarly,
recommending or causing anyone else (including family members and friends) to trade
Company Securities or the securities of any other publicly-traded entity, while in possession
of inside information, is prohibited.

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 Group Code of Conduct

In the normal course of business, directors, officers, and other employees of the Company
may have access to material information about the Company or its parent company that has
not been disclosed to the public.

This information is commonly called "inside" information. Inside information may enable
those who possess it to trade Company Securities on a more favorable basis than the public.

This can adversely impact the market for Company Securities or public perception about the
Kintetsu group or its management.

As a result, trading while in possession of inside information is not permitted. In addition, a

director, officer, or other employee must not trade securities of any other company if he or
she has learned material nonpublic information about that company from his or her work.

8. Equal Employment Opportunity

The Company has always been, and continues to be, committed to providing equal
employment opportunity to all its employees and applicants for employment.

As a result, it is the policy of the Company to hire, train, promote, compensate, and to
administer all of its personnel policies without regard to race, color, national origin,
citizenship, religion, sex, age, disability, marital status, veteran status, sexual orientation,
genetic information or any other characteristics protected by applicable laws.

All employees are responsible for complying with this policy. As a condition of employment,
every employee is to treat all other employees equally and fairly.

9. Open Door Policy

Each and every one of the Company's directors, managers and employees, regardless of
position, department or location, are connected through the spirit of mutual respect and
trust.

By promoting mutual confirmation and communication, the Company promises fair and open
debates, whereby individual opinions can be voiced freely, any concerns relayed quickly and
relentless efforts are made to create a working environment permeated with mutual respect.

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 Group Code of Conduct

10. Human Rights

The Company strictly prohibits any forced, bonded or compulsory labor, any employment of
workers under the minimum legal employment age and all other abuses of labor standards.

All rights and remedies available under applicable labor and employment laws will be
available to all employees.

11. Harassment

The Company is firmly committed to maintaining a work environment free of harassment

and intimidation based upon race, color, national origin, citizenship, religion, sex, age,
disability, marital status, veteran status, sexual orientation, genetic information or any other
characteristics protected by applicable law.

The Company prohibits employees from harassing co-workers as well as the Company's
customers, vendors, suppliers, independent contractors and others doing business with the
Company. In addition, the Company prohibits its customers, vendors, suppliers, independent
contractors and others doing business with the Company from harassing its employees.

12. Health and Safety

The health and safety of each employee is critical to the Company and it is encouraged that
all employees share in the commitment to a safe and healthy work environment. Each
employee is responsible for immediately reporting any accidents, injuries and/or unsafe
working conditions and maintaining a safe and healthy work environment. Workplace
violence, any threatening behavior and all forms of unlawful conduct will not be tolerated.

13. Environment

It is the duty of all of us to preserve the environment for future generations. At the
Company, we are committed to minimizing any impact to the environment from our daily
activities. We will also continue to monitor our activities and ensure that continuous
improvements are made to our efforts.

In addition to committing to minimizing any environmental impact, the Company will comply
with the laws and regulations for environmental protection in all countries it operates in.

Employees are required to abide by this commitment, and comply with any rules or
regulations. The Company is fully committed to upholding the highest possible
environmental standards and will continuously evaluate the environmental aspects of our
activities to deliver services without undue environmental impact.

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 Group Code of Conduct

14. Accurate Records and Reporting

Information that you record and submit to any person, whether inside or outside the
Company, must be accurate, timely, and complete. Whether the subject matter is as routine
as a time record, absence report, or expense report or as involved as a service commitment
to a customer or a report to a governmental agency, the reported information must be
honest and precise.

All books and records must be accurately maintained and fully disclose the details of the
transactions reflected in them. All disbursements of funds and receipts must be properly and
promptly recorded in accordance with established policies and procedures.

A system of effective internal accounting controls shall be maintained in order to provide

reasonable assurances that the Company's assets are accounted for at all times and that
Company transactions are executed with requisite authorization and recorded in a manner
that permits effective preparation of financial statements pursuant to generally accepted
accounting principles.

15. Confidential Information / Trade Secrets

During the normal course of business, directors, officers and employees may become
entrusted with confidential information including intellectual property, information about
our customers, suppliers and other business partners. This information may include the
following:

(1) proprietary information about current and future services including technical
information,
(2) business plans, marketing plans and related projections,
(3) internal financial data including earnings and forecasts,
(4) personal information,
(5) customer lists and supplier lists and
(6) other non-public information that, if disclosed, might be harmful to our customers,
suppliers or other business partners and/or useful to our competitors.

This confidential information may be the property of our Company, our customers, our
suppliers or our business partners, as the case may be. This information may also have been
developed at great expense. All employees therefore shall:

(1) Refrain from discussing confidential information with or in the presence of any
unauthorized persons, including family members and friends;
(2) Use confidential information only for legitimate business purposes and not for
personal gain; and
(3) Not disclose confidential information to any third parties.

Confidential information may only be disclosed to a third party if disclosure is required by

law or upon written authorization by the responsible manager.
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 Group Code of Conduct

16. Use of Company Assets

Assets of the Company, including, but not limited to, any ideas, facilities, equipment, systems,
hardware, software, vehicles, furniture, supplies, accounts or information that are purchased,
leased, licensed or developed by the Company in the course of its business, belongs to the
Company and shall be used for Company purposes only.

It is the responsibility for each employee to preserve and protect these assets. No Company asset
is to be used for any personal purpose or given away, sold, or traded without the prior written
consent of management.

Management may gain access to any Company asset at any time.

17. Implementation of the Code

An employee who has a question regarding the applicability or interpretation of this Code of
Conduct should direct the question to:

(1) his/her supervisor or manager;

(2) that person's supervisor or another member of management;
(3) the director:
(4) the General Counsel.

An employee who knows of a violation or possible violation of this Code of Conduct should
immediately report it to:

(1) his/her supervisor or manager;

(2) that person's supervisor or another member of management;
(3) the director:
(4) the General Counsel

When appropriate, a supervisor or manager should immediately report the violation to his or her
superior, the director, and the General Counsel.

All reported violations of this Code of Conduct will be promptly investigated by the Company and
will be treated confidentially to the extent consistent with the Company's interest and its legal
obligations. The General Counsel or designee will direct all investigations of wrongdoing.

If the result of the investigation indicates that corrective action is required, management will
decide what steps should be taken (including, when appropriate, disciplinary action up to and
including the possibility of termination and /or legal proceeding) to rectify the problem and avoid
the likelihood of its recurrence.

There shall be no retaliation or reprisals for good faith reporting of actual or possible violations
of this Code of Conduct.

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