Mitsui O.S.K. Lines, Ltd. Announces Notice of Tender Offer
for Shares of Utoc Corporation

February 03, 2006

Mitsui O.S.K. Lines, Ltd. (hereinafter called the Company) today announced that its Executive Committee has decided to acquire additional shares of Utoc Corporation (stock code 9358, hereinafter called "the Target Company") through a tender offer.

1. Purpose of the Tender Offer

Under the Mitsui O.S.K. Lines'Strategy towards an Excellent and Powerful Group (MOL STEP), a three-year mid-term business plan for the period through the fiscal year ending March 31, 2007, the Company and its group companies are focusing on growth and developing a leadership position in the global shipping industry.

The Company, in accordance with MOL STEP, is moving to become a stronger, more resilient corporate group and enhance the group management based on its core overseas shipping business and improved group management. Utilizing its overall group assets, MOL (the Company) will execute the tender offer, aiming to acquire a majority of the resolution right ownership of the Target Company.

The Target Company has three core businesses - harbor and port transportation, logistics services, and plant and machinery installation. It works closely with the Company, especially in port and harbor transportation. The Company additionally acquired about 10% of the Target Company's shares in February 2005 to improve its services, and as the largest shareholder, has participated in the Target Company's management and operation through assignment of an auditor, a director and staff. The Company is now moving to solidify its partnership with the Target Company by acquiring more than 50% of its shares including ownership of its subsidiaries and making it a consolidated subsidiary. Furthermore, by utilizing its known-how, human resources, and networks in various business fields, the Company will be able to enhance the Target Company's corporate value as well as its own.

The harbor and port transportation business faces major environmental changes surrounding Japanese harbors and ports, such as the "Super Core Port Development Plan" promoted by the Land Infrastructure and Transportation Ministry. At the same time, cargo trade in the Keihin region is expected to show steady growth. Based on these factors, the strategic partnership created through a stronger partnership with the Target Company will boost the quality of the Company's service, allowing faster, more flexible response to changing customer needs. In the logistics business, the Company expects to boost investment efficiency and improve its logistics solutions capabilities by further strengthening the partnership with the Target Company and consolidating its service network into the Company's group network. In the plant and machinery installation business, the Company will benefit by further integrating the Target Company's technology and know-how of its integrated system into the Company's ocean transport technologies. This will result in groupwide improvements in comprehensive plant transport service to meet a wider range of customer needs.

As stated above, the Company believes making the Target Company one of the company's consolidated subsidiaries by executing the Tender Offer will more closely consolidate the cooperation of labor and management between the Company and the Target Company and improve groupwide capabilities to meet various customer needs, and promote synergistic effects in all business fields, resulting in enhanced corporate value for the company.

The Board of Directors of the Target Company has resolved that the Board supports the Tender Offer.

2. Outline of the Tender Offer

(1)Profile of the Target Company

• Name: Utoc Corporation
• Main business: Harbor and port transportation, logistics service, plant and machinery installation, real estate, etc.
• Established: December 8, 1915
• Head Office: 85, Benten-Dori 6-chome, Naka-ku, Yokohama City
• President: Hiroyuki Nakagawa
• Amount of paid-in Capital: 1,455,300 thousand yen (as of September 30, 2005)
• Major Shareholders (as of September 30, 2005)

  Major shareholders	Shareholder ratio
  Mitsui O.S.K. Lines, Ltd.	31.17%
  Mitsui & Co., Ltd.	12.31%
  Japan Trustee Service Bank, Ltd. (Service trust for beneficiary of the retrust,Mitsui Asset Trust and Banking Co., Ltd. / CMTB Equity Investment Co., Ltd., trust account)	4.85%
  Japan Master Trust Bank (trust account)	3.01%
  Mitsui Sumitomo Insurance Co., Ltd.	2.80%
  The Bank of Yokohama, Ltd.	2.65%
  Mitsui Life Insurance Company Limited	2.42%
  Sumitomo Mitsui Banking Corporation.	2.31%
  BNP Pariba Securities Service (Proxy: Hong Kong and Shanghai Bank Tokyo Branch)	1.81%
  Trust & Custody Services Bank, Ltd. (Securities investment trust account)	1.79%

• Relationship with the Company
  Capital relationship:
  The Company owns 31.17% of the Target Company shares (September 30, 2005).
  Personnel relationship:
  The Company assigns one director and one outside auditor to the Target Company
  Business relationship:
  The Company entrusts the Target Company with harbor and port transportation business, and offers harbor and port related facilities to them.

(2)Class of Shares to be purchased: Common Stock

(3)The Tender Offer Period:
From Monday, February 6, 2006 through Monday, February 27, 2006 (22 days)

(4)The Tender Offer Price: 461 yen per share

(5)Basis of Calculation:
Tender Offer price of 461 yen per share the tender offeror quotes, was determined in comprehensive consideration of various factors including the stock value transition of the Target Company's common stock, the financial condition and business performance of the Target Company, stock value evaluation of the Target Company by the third party assessor (Daiwa Institute of Research, Ltd.). The aforementioned tender offer price represents an apploximately 7.9% premium on the average closing price of the Target Company's share on the Tokyo Stock Exchange for the 1 month period ended February 2, 2006.

(6)Total Number of Shares Sought in the Tender Offer: 5,390,000 shares
Number of Shares Sought in the Tender Offer: 5,390,000 shares
Number of Shares to be Exceeded: 0 shares

(Note1)

The Tender Offeror, when the total number of shares such as number of subscribed shares
is less than the number of shares sought in the Tender Offer (5,390,000 shares), will execute to purchase all these subscribed shares, etc.

(Note2)

When the total of subscribed shares, etc.
exceeds the number of shares sought in the Tender Offer (5,390,000 shares), shall not purchase all or the part to be exceeded and transfer against such Tender Offer to make settlement, on a pro-rata basis set forth in the Securities Exchange Law Article 27 No.13 Clause 5 ,or make other settlements.

(7)Expected change in the number of shares owned by The Offeror through the Tender Offer
Before the Tender Offer: 9,072,975 shares (shareholder ratio 31.17%)
After the Tender Offer: 14,462,975 shares (shareholder ratio 49.69%)

(Note1)

The number of shares after the Tender Offer is the number of shares in case the number of shares sought in the Tender Offer (5,390,000 shares) is purchased.

(Note2)

The Company and its subsidiaries' purchased ownership will be about 51% of the Target Company's shares, and the Target Company is planned to become a consolidated subsidiary of the Company.

(Note3)

Shareholder ratio is calculated on the basis of the total number of issued shares (29,106,000 shares) of the Target Company as of September 30, 2005.

(8)Date of Public Notice: February 6, 2006 (Monday)

(Note)

The electronic public announcement will be executed in the Nihon Keizai Shimbun.
URL: http://info.edinet.go.jp/EdiHtml/main.htm

(9) Tender Offer Agent:
Daiwa Securities SMBC Co., Ltd.
Daiwa Securities Co., Ltd.

(10) Funds required for the Tender Offer: 2,484,790 thousand yen

(Note)

Estimated amount in case the number of shares sought in the Tender Offer (5,390,000 shares) is purchased.

3. Agreement between the Tender Offeror and the Target Company regarding the Tender Offer

The Board of Directors of the Target Company has resolved that the Board supports the Tender Offer.

4. Outlook

In case the Tender Offer is realized, the Target Company is to become the Company's consolidated subsidiary. As for effects to give in the financial results for FY2005 ending March 31, 2006, shall be reported again, after the Tender Offer is completed.