thThe following is an English translation of the Notice of the 155 Ordinary General Meeting of
Shareholders of Yamato Holdings Co., Ltd. The Company provides this translation for your reference
and convenience only and without any warranty as to its accuracy.

Stock code: 9064
June 3, 2020

Yamato Holdings Co., Ltd.
16-10, Ginza 2-chome, Chuo-ku, Tokyo
President: Yutaka Nagao
To Our Shareholders

Notice of the 155th Ordinary General Meeting of Shareholders
We are pleased to announce that the 155th Ordinary General Meeting of Shareholders
of Yamato Holdings Co., Ltd. (hereinafter “the Company”) will be held as described
below.
In light of the recent effect of novel coronavirus disease (hereinafter COVID-19),
the Company has decided to hold the meeting, taking appropriate measures
beforehand to avoid infection. In order to prevent the spread of infection, youare encouraged to exercise your voting rights prior to the meeting by mail or byelectromagnetic means such as the Internet, if at all possible. Shareholders are
urged to refrain from coming to the venue on the date of the meeting.
Please review the “Reference Documents for the General Meeting of
Shareholders,” and exercise your voting rights. All votes must be received by
5:00 p.m., Monday, June 22, 2020.

When exercising voting rights by mailPlease indicate your vote “for” or “against” each of the items on the enclosed Voting
Rights Exercise Form, and return the form to the Company by 5:00 p.m., Monday,
June 22, 2020.
When exercising voting rights via the Internet
Please review the “Exercise of Voting Rights via the Internet” on page 4 and enter
your vote for each of the items by 5:00 p.m., Monday, June 22, 2020.
When exercising voting rights by attending the meeting in person
Please bring the enclosed Voting Rights Exercise Form and present the form to theperson at reception.

1

The 155th Ordinary General Meeting of Shareholders
1. Date and Time:

Tuesday, June 23, 2020, 10:00 a.m. (The reception desk will
open at 9:00 a.m.)

2. Venue:

Seminar Room, Yamato Konan Building 10F,
13-26, Konan 2-chome, Minato-ku, Tokyo* This year, considering the effect of COVID-19, the Company willhold the General Meeting of Shareholders at its own building
to ensure the steady use of the venue.
Furthermore, to prevent the spread of infection, the size of thevenue has been reduced and the width of the space between
the seats has been increased, resulting in significantly fewer
available seats compared to typical years. Therefore, theCompany will limit the number of shareholders who can attend
to approximately 50 persons. Please understand that once themaximum number of shareholders is reached, you may not be
admitted to enter even if you come to the venue.

3. Objectives of Meeting
Matters to be reported:
1.
Report of the Business Report, the Consolidated Financial
Statements, and Audit Reports of the Accounting Auditor andthe Audit & Supervisory Board for the Consolidated Financial
Statements for the 155th Fiscal Year (from April 1, 2019 toMarch 31, 2020)
2.

Report of the Non-consolidated Financial Statements for the155th Fiscal Year (from April 1, 2019 to March 31, 2020)

Matters to be resolved:
Agenda Item 1:
Partial Amendments to the Articles of Incorporation
Agenda Item 2:
Election of Nine (9) Directors
Agenda Item 3:Election of Two (2) Audit & Supervisory Board Members
Agenda Item 4:
Revision of Remuneration Amount for Directors
Agenda Item 5:
Introduction of Performance-Linked and Share-BasedRemuneration System for Directors
4. Items Decided for the Convocation of Meeting(1) Treatment of duplicate voting
In the event that you exercise your voting rights, both by mail and via theInternet etc., the vote via the Internet etc. shall be upheld as the valid exerciseof your voting rights. In the event of multiple voting via the Internet etc., yourlast vote shall be upheld as the valid exercise of your voting rights.
(2) Diverse exercise of voting rights
In the event that you exercise your voting rights diversely, you are required tosend notice providing the details and reasons in writing. Please note that you
must ensure the notice arrives three days prior to the day of the General
Meeting of Shareholders.

2◎

If any changes have been made to the items on the attached documents to this convocation notice
and/or the Reference Documents for the General Meeting of Shareholders, such changes will be
posted on our website.

◎

Operational particulars of the General Meeting of Shareholders on the day of the meeting isprovided in “Measures for Preventing Infection of the Novel Coronavirus Disease (COVID-19) atthe 155th Ordinary General Meeting of Shareholders” posted separately on the Company’s
website.

◎If future developments necessitate a major change in whether to hold or in the way the general
meeting of shareholders will be run, shareholders will be informed via on our website.
Website: http://www.yamato-hd.co.jp/

3

Exercise of Voting Rights via the Internet
Method of exercise of voting rights by scanning QR code: “Smart Vote”
You can log in the Website for Exercising Voting Rights by scanning the QR
code without entering your exercise of voting rights code and password.
1. Please scan QR code provided at the bottom right of the Voting Rights
Exercise Form.
* QR Code is registered trademarks of DENSO WAVE INCORPORATED.

2. Please follow the directions that appear on the screen to vote “for” or“against” each of the items.
Note that exercising voting rights by using “Smart Vote” method is available
only once.
If you need to change your votes after excising your voting rights, please log in the voting website fora personal computer by using your voting rights exercise code and password provided on the Voting
Rights Exercise Form and exercise your voting rights again.
* If you rescan the QR code, you can access the Website for Exercising Voting Rights for a personal
computer.

Method of exercise of voting rights by entering exercise of voting rights codeand password
1. Please access the Website for Exercising Voting Rights.
https://soukai.mizuho-tb.co.jp/
2. Please enter your “exercise of voting rights code” provided on the back of
the Voting Rights Exercise Form.
3. Please enter your “password” provided on the back of the Voting Rights
Exercise Form.
4. Please follow the directions that appear on the screen to vote “for” or“against” each of the items.

If you have any inquiries about the operation of apersonal computer or a smartphone regarding theexercise of voting rights via the Internet, contact
the following:

Internet Help Dial: Securities Agent Dept. ofMizuho Trust & Banking Co., Ltd.

0120-768-524 (toll-free only fromJapan)
Business hours: 9 a.m. to 9 p.m. (JST)on weekdays◎ Institutional investors may use the electronic voting platform operated by ICJ, Inc.

4

Reference Documents
for the General Meeting of Shareholders
Agenda Item 1.
Partial Amendments to the Articles of Incorporation
We propose to make a partial amendment to the Articles of Incorporation as described
below.
1. Reasons for Amendment
To seek to enhance and improve the audit structure, the Company will increase the upper limitof the number of Audit & Supervisory Board Members specified in Article 30 of the Articles ofIncorporation, which is four (4), by one (1) to five (5).
2. Details of Proposed Amendment
Current Articles of Incorporation and proposed amendments are as follows.
(Underlining denotes amendment.)
Current Articles of Incorporation

Proposed Amendments(Number of Audit & Supervisory Board
Members)
Article 30: The Company shall have not morethan four (4) Audit & Supervisory Board
Members.

(Number of Audit & Supervisory Board
Members)
Article 30: The Company shall have not morethan five (5) Audit & Supervisory Board
Members.

5

Agenda Item 2.

Election of Nine (9) Directors

The terms of all the eight (8) Directors will expire at the close of this General Meeting of
Shareholders. Accordingly, we would like to propose the election of nine (9) Directors tostrengthen our management structure.
The following are the candidates for Directors.
Please note that Masakatsu Mori, Mariko Tokuno, Yoichi Kobayashi, Shiro Sugata andNoriyuki Kuga are candidates for Outside Directors.

No.

1

2

3

Name of Candidate

Masaki Yamauchi
Yutaka Nagao

Haruo Kanda

Attributes of Candidate

Reelection

Reelection

Reelection

Current Positionat the Company

Male

Chairperson of theBoard of Directors

Male

Representative
Director,
Executive Officer andPresident

Male

Representative
Director,
Executive Officer andVice President

Male

Representative
Director,
Executive Officer andVice President

4

Kenichi Shibasaki

Reelection

5

Masakatsu Mori

Reelection
OutsideIndependent Male

Director

6

Mariko Tokuno

Reelection
OutsideIndependent Female

Director

7

Yoichi Kobayashi

Reelection
OutsideIndependent Male

Director

8

Shiro Sugata

Reelection
OutsideIndependent Male

Director

9

Noriyuki Kuga

New election Outside
Independent Male

New election New candidates for Directors

Reelection Candidates for Directors to be reelected

Independent Independent officers

6

Attendance to theBoard of Directors
Meetings
16/16(100%)
16/16(100%)

16/16(100%)

16/16(100%)
16/16(100%)
16/16(100%)
16/16(100%)
12/12(100%)

Outside Candidates for Outside Directors

No.

Name of Candidate(Date of Birth)

Brief Background, Position and Responsibility at the Company(Important Concurrent Positions at Other Organizations)Apr. 1984
Apr. 2005
Apr. 2005
Nov. 2005
Nov. 2005
Mar. 2007
Mar. 2007
May 2007
Apr. 2008
Reelection
Masaki Yamauchi(Jan. 11, 1961)1

Apr. 2011
Jun. 2011
Apr. 2015

Joined the Company
Executive Officer
President, Tokyo Regional Office
Executive Officer of Yamato Transport Co., Ltd.
General Manager of Human Resources andAdministration
Executive Officer of the Company
Responsible for Human Resources Strategy
Responsible for Management Strategy
Representative Director, President and Executive
Officer of Yamato Logistics Co., Ltd.
Representative Director, President and Executive
Officer of Yamato Transport Co., Ltd.
Director and Executive Officer of the Company
Representative Director, Executive Officer andPresident
Chairperson of the Board of Directors (current)

Attendance to theBoard of Directors Apr. 2019
Meetings(Important Concurrent Positions at Other Organizations)
FY2020/3:
None
16/16 (100%)[Reasons for nomination as a candidate for Director]
Masaki Yamauchi possesses experience and achievements
developed in the course of taking on leadership roles in Groupmanagement. In that regard, he had been acting as Representative
Director, Executive Officer and President of the Company from April
2015 to March 2019, after having served as Representative Director
and President of the Company’s subsidiary Yamato Logistics Co.,
Ltd., and as Representative Director and President of the Company’s
subsidiary Yamato Transport Co., Ltd. Accordingly, in order tomaintain and enhance an entire management balance as
Chairperson of the Board of Directors, the Company proposes his
reelection as Director.

7

Number of
SharesOwned

45,200No.

Name of Candidate(Date of Birth)

Brief Background, Position and Responsibility at the Company(Important Concurrent Positions at Other Organizations)Apr. 1988
Apr. 2004
Apr. 2006
Apr. 2009
Apr. 2010

Reelection
Yutaka Nagao(Aug. 31, 1965)
2

Apr. 2013
Apr. 2015
Apr. 2015
Jun. 2017
Apr. 2019

Joined the Company
Regional Branch Manager of Yamaguchi Regional
BranchRegional Branch Manager of Saitama Regional
Branch of Yamato Transport Co., Ltd.
General Manager of TSS Sales Promotion Office
Executive Officer and President of Kanto Regional
OfficeManaging Executive Officer
Executive Officer of the Company
Representative Director, President and Executive
Officer of Yamato Transport Co., Ltd.
Director and Executive Officer of the Company
Representative Director, Executive Officer andPresident (current)

Attendance to theBoard of Directors(Important Concurrent Positions at Other Organizations)Meetings
None
FY2020/3:
16/16 (100%)[Reasons for nomination as a candidate for Director]
Yutaka Nagao possesses experience and achievements developedin the course of taking on leadership roles in the Group’s core, theDelivery Business. In that regard, he has acted as Managing
Executive Officer and Representative Director and President of theCompany’s subsidiary Yamato Transport Co., Ltd, and Director andExecutive Officer of the Company. Since April 2019, he has been
serving as Representative Director, Executive Officer and Presidentof the Company. Accordingly, in order to enhance the managementof the Group and promote its growth, the Company proposes his
reelection as Director.

8

Number of
SharesOwned

17,600No.

Name of Candidate(Date of Birth)

Brief Background, Position and Responsibility at the Company(Important Concurrent Positions at Other Organizations)Jan. 1985
Apr. 2004
Aug. 2005
Nov. 2005
Jul. 2006
Apr. 2008
Jun. 2008
Apr. 2013
Apr. 2014
Reelection
Haruo Kanda(Sep. 26, 1952)
3

Attendance to theBoard of Directors
Meetings
FY2020/3:
16/16 (100%)

Number of
Shares
Owned

Joined the Company
General Manager of Human Resources
Executive Officer
Executive Officer of Yamato Transport Co., Ltd.
Managing Executive Officer
Managing Executive Officer of the Company
Representative Director and Managing Executive
Officer
Representative Director and Senior Managing
Executive Officer
Responsible for Human Resources Strategy,
Network Strategy, Legal Affairs, CSR Strategy and
Audit

Apr. 2015

Representative Director, Executive Officer and Vice
President (current)

Apr. 2019

Responsible for overseeing Management, Assistantto President, Shared Value Creation

Mar. 2020

Responsible for overseeing Management, Assistantto President, Shared Value Creation and Internal
Audit (current)(Important Concurrent Positions at Other Organizations)
None[Reasons for nomination as a candidate for Director]
Haruo Kanda possesses experience and achievements developed in
the course of taking on leadership roles in Group management. In
that regard, he has been acting as Representative Director,
Executive Officer and Vice President of the Company since April
2015, after having served as Executive Officer of the Company’s
subsidiary Yamato Transport Co., Ltd., and subsequently serving as
an executive officer supervising administrative departments
responsible for human resources strategy, network strategy, legal
affairs, CSR strategy and audit. Accordingly, the Company proposes
his reelection as Director.

932,200No.

Name of Candidate(Date of Birth)

Brief Background, Position and Responsibility at the Company(Important Concurrent Positions at Other Organizations)Apr. 1980
Jun. 1997
Jun. 1999
Apr. 2003
Feb. 2006
Apr.
Apr.
Apr.
Apr.
Reelection
Kenichi Shibasaki(Oct. 16, 1955)
4

Attendance to theBoard of Directors
Meetings
FY2020/3:
16/16 (100%)

2006
2012
2016
2017

Jun. 2018
Apr. 2019
Apr. 2019

Mar. 2020

Joined the Company
Regional Branch Manager of Saitama Regional
BranchGeneral Manager of Education Division
General Manager of Operation Division
Representative Director, President and Executive
Officer of Yamato Financial Co., Ltd.
Executive Officer of the Company
Managing Executive Officer
Senior Managing Executive Officer
Responsible for Financing Strategy and
Coordinator-General of Investor Relations Strategy
Director and Senior Managing Executive Officer
Representative Director, Executive Officer and Vice
President (current)
Supervisor of ESG Strategy, Marketing Strategy,
Public Relations Strategy, Financing Strategy,
Investor Relations Strategy, and Legal Strategy, andresponsible for Internal Audit
Responsible for overseeing Managing Section(current)(Important Concurrent Positions at Other Organizations)
None[Reasons for nomination as a candidate for Director]
Kenichi Shibasaki possesses experience and achievements
developed in the course of taking on leadership roles in Groupmanagement. In that regard, he had been acting as Director andSenior Managing Executive Officer since June 2018, after having
served as Representative Director and President of the Company’s
subsidiary Yamato Financial Co., Ltd., and Executive Officer,
Managing Executive Officer and Senior Managing Executive Officerof the Company. Since April 2019, he has been serving as
Representative Director, Executive Officer and Vice President.
Accordingly the Company proposes his reelection as Director.

10

Number of
SharesOwned

29,900No.

Name of Candidate(Date of Birth)

Brief Background, Position and Responsibility at the Company(Important Concurrent Positions at Other Organizations)Apr. 1969
May 1972
Sep. 1981
Feb. 1989

Reelection
OutsideIndependent

5

Masakatsu Mori(Jan. 22, 1947)

Apr. 2003
Sep. 2007
Oct. 2009
Apr. 2013
Jun. 2013
Nov. 2013

Joined Arthur Andersen & Co. (currently: Accenture
Japan Ltd)
Qualified as Certified Public Accountant
Partner (business partner) of Arthur Andersen & Co.
(currently: Accenture Japan Ltd)
President of Andersen Consulting (currently:
Accenture Japan Ltd)Board Member of Andersen Consulting (Global)(currently: Accenture)
Representative Director and Chairman of Accenture
Japan Ltd
Corporate Advisor of Accenture Japan Ltd
President of the International University of Japan(IUJ)
Senior Advisor of IUJDirector of the Company (current)
Vice Chairman of IUJAttendance to theBoard of Directors
Meetings
Apr. 2018
Senior Advisor of IUJ (current)
FY2020/3:
16/16 (100%)(Important Concurrent Positions at Other Organizations)
Senior Advisor of the International University of Japan
Outside Director of Stanley Electric Co., Ltd.
Outside Director of Kirin Holdings Company, Limited[Reasons for nomination as a candidate for Outside Director]
Masakatsu Mori possesses abundant experience and considerable
insight as a corporate manager. Accordingly, the Company has
determined that his advice regarding overall management of theCompany will contribute to further enhancing our management
structure, and proposes his reelection as Outside Director.

11

Number of
SharesOwned

13,600No.

Name of Candidate(Date of Birth)

Brief Background, Position and Responsibility at the Company(Important Concurrent Positions at Other Organizations)

Joined Louis Vuitton Japan KK
Senior Director for Sales Administration
Vice President of Tiffany & Co. Japan Inc.
Reelection
Representative Director and President of ChristianOutsideDior Japan KK
Independent
Sep. 2013
Representative Director, President and CEO of
Ferragamo Japan KK
Mariko Tokuno
Jun.
2017
Director of the Company (current)(Oct. 6, 1954)
6(Important Concurrent Positions at Other Organizations)
Attendance to the Outside Director of Happinet Corporation
Board of Directors Outside Director of Mitsubishi Materials Corporation

Number of
SharesOwned

Jan. 1994
Apr. 2002
Mar. 2004
Aug. 2010

Meetings
FY2020/3:
16/16 (100%)[Reasons for nomination as a candidate for Outside Director]
Mariko Tokuno possesses abundant experience and considerable
insight as a corporate manager. Accordingly, the Company has
determined that her advice regarding overall management of theCompany will contribute to further enhancing our management
structure, and proposes her reelection as Outside Director.

12

2,100

No.

Name of Candidate(Date of Birth)

Reelection
OutsideIndependent

7

Yoichi Kobayashi(Jul. 21, 1949)

Brief Background, Position and Responsibility at the Company(Important Concurrent Positions at Other Organizations)Apr. 1973
Jun. 2004
Apr. 2006
Jun. 2006
Apr. 2008
Apr. 2011
Apr. 2015
Apr. 2016
Jun. 2018

Joined ITOCHU Corporation
Executive Officer
Managing Executive Officer
Representative Executive Managing Director
Representative Senior Managing Director
Representative Director and Executive Vice
President
Senior Advisor
Vice Chairman
Director of the Company (current)

Attendance to theBoard of Directors (Important Concurrent Positions at Other Organizations)None
Meetings
FY2020/3:[Reasons for nomination as a candidate for Outside Director]
16/16 (100%)
Yoichi Kobayashi possesses abundant experience and considerable
insight as a corporate manager. Accordingly, the Company has
determined that his advice regarding overall management of theCompany will contribute to further enhancing our management
structure, and proposes his reelection as Outside Director.

13

Number of
Shares
Owned

2,400

No.

Name of Candidate(Date of Birth)

Brief Background, Position and Responsibility at the Company(Important Concurrent Positions at Other Organizations)Apr. 1972
Jan. 1993
Jun. 2000

Reelection
OutsideIndependent

8

Shiro Sugata(Nov. 17, 1949)

Apr. 2004
Jun. 2004
Mar. 2005
Oct. 2014
Jun. 2016
Jul. 2017
Jun. 2019

Joined USHIO INC.
President of BLV LICHT- UND VAKUUMTECHNIK
GmbH
Director and Corporate Senior Vice President of
USHIO INC.
Director and Corporate Executive Vice President
Representative Director and Corporate Executive
Vice President
President and CEO
Director and Corporate Advisor
Corporate Advisor
Special Corporate Advisor (current)
Director of the Company (current)

Attendance to theBoard of Directors (Important Concurrent Positions at Other Organizations)Meetings
Special Corporate Advisor of USHIO INC.
FY2020/3:
Outside Director of JSR Corporation
12/12 (100%)
Outside Director of Yokogawa Electric Corporation[Reasons for nomination as a candidate for Outside Director]
Shiro Sugata possesses abundant experience and considerable
insight as a corporate manager. Accordingly, the Company has
determined that his advice regarding overall management of theCompany will contribute to further enhancing our management
structure, and proposes his reelection as Outside Director.

14

Number of
Shares
Owned

0

No.

Name of Candidate(Date of Birth)

Brief Background, Position and Responsibility at the Company(Important Concurrent Positions at Other Organizations)

Number of
SharesOwned

Apr. 1979
Apr. 2002
Oct. 2004

9

New election
OutsideIndependent
Noriyuki Kuga
(Aug. 25, 1955)

Joined Tokyo Electron Ltd.
Vice President & General Manager
President & Representative Director, Tokyo Electron
BP Ltd.
Oct. 2006
Executive Vice President of TOKYO ELECTRONDEVICE LIMITED
Jun. 2007
Corporate Director and Executive Vice President
Jun. 2011
Senior Executive Vice President & Representative
Director
Jun. 2016
Chairman of the Board (current)(Important Concurrent Positions at Other Organizations)
Chairman of the Board of TOKYO ELECTRON DEVICE LIMITED(Scheduled to retire in June 2020)[Reasons for nomination as a candidate for Outside Director]
Noriyuki Kuga possesses abundant experience and considerable
insight as a corporate manager. Accordingly, the Company has
determined that his advice regarding overall management of theCompany will contribute to further enhancing our management
structure, and proposes his election as Outside Director.

0[Reference]“Policies and procedures for the Board of Directors in appointing and dismissing
senior management members and nominating candidates for positions as Directors
and Audit & Supervisory Board Members”
Nominations are made following deliberations on appointment and dismissal of senior
management members by the Nomination and Compensation Committee, which comprises
over half Outside Officers, under the policy of appointing candidates with abundant
experience and considerable insight relating to corporate management and businesspromotion, a sense of humanity from observing and evaluating from diverse perspectives,
ability to grasp the essence of the issues facing the Company, and capabilities that will
enhance our management structure.

15

Notes:1. There are no particular vested interests between the Company and the candidates.
2. Additional information regarding the candidates of Outside Directors is as follows.
(1)
Independent officers
The Company appointed Masakatsu Mori, Mariko Tokuno, Yoichi Kobayashi and Shiro Sugata as
independent officers provided for under the provisions of Tokyo Stock Exchange, Inc. and registered
the individuals as such with that exchange. The Company plans on having the officers keep theirposition if their reelection is approved. In addition, if the election of Noriyuki Kuga is approved, theCompany will appoint him as an independent officer.
Masakatsu Mori, Mariko Tokuno, Yoichi Kobayashi, Shiro Sugata and Noriyuki Kuga satisfy therequirements for Criteria for Determining Independence of the Company on page 20.
(2)
The number of years as Outside Director of the Company
Masakatsu Mori, Mariko Tokuno, Yoichi Kobayashi and Shiro Sugata have been serving as theCompany’s Outside Directors for seven years, three years, two years and one year, respectively, as of
the closing of this General Meeting of Shareholders.
(3)
Inappropriate conducts of business occurred and corrective and preventive measures implemented
against such conducts during the past five years at another company at which a candidate served as adirector
Since June 2016, Mariko Tokuno has been serving as an Outside Director of Mitsubishi Materials
Corporation. During this time, cases have been discovered in which said Mitsubishi Materials
Corporation’s consolidated subsidiaries Mitsubishi Cable Industries, Ltd., Mitsubishi Shindoh Co., Ltd.,
Mitsubishi Aluminum Co., Ltd., Tachibana Metal MFG Co., Ltd, and Diamet Corporation manufactured
and sold products that deviated from customer standards or internal company specifications due tomisconduct, including the rewriting of data. In addition, Mitsubishi Materials Corporation also received
revocation of JIS certification for copper slag aggregate manufactured at its Naoshima Smelter &Refinery.
Although she was unaware of each of these cases until they were revealed, as an Outside Director at
Mitsubishi Materials Corporation she has routinely spoken out from the perspective of enhancing
governance structure. Since each of these cases was revealed, she has been conducting
investigations relating to these cases, identifying root causes, and providing advice on measures toprevent reoccurrences. After Mitsubishi Materials Corporation Group formulated measures etc. toenhance governance structure, she has been making efforts to further enhance governance structure
by overseeing the progress of these measures and providing the Board of Directors with necessarycomments and advice regarding issues and the like.
3. Agreement on liability limitation
The Company has concluded an agreement with Masakatsu Mori, Mariko Tokuno, Yoichi Kobayashi and Shiro
Sugata regarding liability limitation according to Article 423, paragraph (1) of the Companies Act. According to
the agreement, the maximum liability amount is the minimum amount stipulated by Article 425, paragraph (1)of the Companies Act. If the reelection proposal is approved, the Company will continue its agreement withthem. In addition, if the election of Noriyuki Kuga is approved, the Company will conclude the said agreementwith him.

16

Agenda Item 3.

Election of Two (2) Audit & Supervisory Board Members

The term of one (1) Audit & Supervisory Board Member, namely Hiroyuki Kanae, will expire at
the close of this General Meeting of Shareholders. Accordingly, we would like to propose theelection of one (1) successor Audit & Supervisory Board Member. In addition, we would like topropose the one (1) additional Audit & Supervisory Board Member to further enhance andimprove the audit structure, on the condition that the agenda item 1 “Partial Amendments to
the Articles of Incorporation” is approved and adopted as originally proposed and the upper
limit of the number of Audit & Supervisory Board Members increases.
The following are the candidates for Audit & Supervisory Board Members.
Ryuji Matsuda is a candidate for Outside Audit & Supervisory Board Member as areplacement for Hiroyuki Kanae.
Yoshihide Shimoyama is a candidate for Outside Audit & Supervisory Board Member to beelected on the condition the agenda item 1 “Partial Amendments to the Articles ofIncorporation” is approved and adopted as originally proposed and the upper limit of thenumber of Audit & Supervisory Board Members increases.
The Audit & Supervisory Board has already approved this agenda item.
No.

Name of Candidate(Date of Birth)

Brief Background and Position at the Company(Important Concurrent Positions at Other Organizations)Apr. 1986

Jan. 1988
Jul. 19921

New election
OutsideIndependent
Ryuji Matsuda(Apr. 30, 1955)

Number of
Shares
Owned

Registered as Attorney at Law and Certified Public
Accountant
Joined Kawai, Takeuchi, Nishimura and Inoue Law
OfficeJoined Miyake, Hatazawa and Yamazaki Law Office
Established Matsuda Law Office (current)(Important Concurrent Positions at Other Organizations)
Attorney at law of Matsuda Law OfficeDirector (who is an Audit & Supervisory Committee Member) of
SQUARE ENIX HOLDINGS CO., LTD. (Scheduled to retire in June
2020)
[Reasons for nomination as a candidate for Outside Audit &Supervisory Board Member]
Ryuji Matsuda is a qualified attorney at law, and possesses
considerable insight into finance and accounting. The Company
proposes the election of Ryuji Matsuda as Outside Audit &Supervisory Board Member in order to draw on his expertise withrespect to the Company’s audit structure.
Although he does not have previous experience contributing tocorporate management, the Company has determined that he willappropriately perform duties as Outside Audit & Supervisory Board
Member because, in addition to the reasons above, he has served as
an outside audit & supervisory board member at other companies.

17

0

No.

Name of Candidate(Date of Birth)

Brief Background and Position at the Company(Important Concurrent Positions at Other Organizations)Apr. 1976
Apr. 2006
Mar. 2008
Apr. 2015
New election
OutsideIndependent
2
Yoshihide
Shimoyama(Apr. 24, 1951)

Number of
Shares
Owned

Joined Nihon Cement Co., Ltd. (currently: Taiheiyo
Cement Corporation)
General Manager of Technology Planning
Department, Central Research Laboratory
President and Representative Director of Taiheiyo
Consultant Co., Ltd.
Advisor(Important Concurrent Positions at Other Organizations)
Outside Audit & Supervisory Board Member of NIPPON HUMECORPORATION[Reasons for nomination as a candidate for Outside Audit &Supervisory Board Member]
The Company proposes the election of Yoshihide Shimoyama as
Outside Audit & Supervisory Board Member in order to draw on his
experience as a director and an outside audit & supervisory board
member at other companies with respect to the Company’s audit
structure.

0

The Company has determined that he will appropriately perform
duties as Outside Audit & Supervisory Board Member because hepossesses abundant experience and considerable insight in thefields of management and audit.
Notes:
1. There are no particular vested interests between the Company and the candidates.
2. Additional information regarding the candidates of Outside Audit & Supervisory Board Members are as
follows.
Independent officers
If the election of Ryuji Matsuda and Yoshihide Shimoyama is approved, the Company will appoint them as
independent officers provided under the provisions of Tokyo Stock Exchange, Inc. Ryuji Matsuda andYoshihide Shimoyama satisfy the requirements for Criteria for Determining Independence of the Company on
page 20.
3. Agreement on liability limitation
If the election of Ryuji Matsuda and Yoshihide Shimoyama is approved, the Company will conclude anagreement with them regarding liability limitation according to Article 423, paragraph (1) of the Companies Act.
According to the agreement, the maximum liability amount is the minimum amount stipulated by Article 425,
paragraph (1) of the Companies Act.

18

[Reference] Management Structure After Agenda Items 1, 2 and 3 Are Approved (Planned)
Name

Masaki
Yamauchi

Yutaka
Nagao

Haruo
Kanda

Kenichi
Shibasaki
Masakatsu
Mori
MarikoTokunoYoichi
Kobayashi
Shiro
SugataNoriyuki
Kuga

Position

Expertise and experience
Nomination
andPersonnel/
Legal affairs/IT/
OutsideCorporate Marketing/
Finance/
Compensation
labor
risk
digitalGlobalmanagement sales
accounting
Committee
management
management technology

Chairperson of
the Board of
Directors
Representative
Director,
Executive
Officer andPresident
Representative
Director,
Executive
Officer and Vice
President
Representative
Director,
Executive
Officer and Vice
President

○

●

●

○

●

●

●

●

●

●

●

●

●

●

●

●

●

Director○○●

Director

○

○

●

●

●

Director

○

○

●

●

●

Director

○

○

●

●

Director○

Full-time Audit
Yoshihiro& Supervisory
Kawasaki
Board Member
Full-time Audit
Mamoru& Supervisory
MatsunoBoard Member
Audit &
TakashiSupervisory
Yamashita
Board Member
Audit &
Ryuji
Supervisory
MatsudaBoard Member
Audit &
Yoshihide
Supervisory
Shimoyama
Board Member

●

●
●

●

●

●

●

●
●

○

●

●

○

●

●

●

●
●

●

○

●

●

Notes:
1. Full-time Audit & Supervisory Board Members will be determined at the Audit & Supervisory Board meeting
after the close of this General Meeting of Shareholders, and Directors with titles and members of theNomination and Compensation Committee will be determined at a subsequent meeting of the Board of
Directors.
2. The Board of Directors will be chaired by Masaki Yamauchi and the Nomination and Compensation Committee
will be chaired by Masakatsu Mori.
3. The above list shows fields in which each of them has more expert knowledge in light of their experience andother factors, and does not cover all their knowledge.

19

Criteria for Determining Independence in Electing Outside Officers of the YamatoGroup

1. Criteria for determining independence
Yamato Holdings Co., Ltd. has established the following criteria for determining theindependence of the Outside Directors and Outside Audit & Supervisory Board Membersof the Company (hereinafter collectively referred to as “Outside Officers”).
2. Independence requirements for Outside Officers
A party with respect to whom any of the following apply shall be deemed as not having
met the requirements for independence of an Outside Director or Outside Audit &Supervisory Board Member of the Company.
(1) A party who is a major business partner of either the Company or a Group company(hereinafter collectively referred to as the “Company”), or otherwise if such party is a
corporation or other such entity, a person who executes business thereof;(2) A major business partner of the Company, or otherwise if such party is a corporation orother such entity, a person who executes business thereof;(3) A consultant, accounting professional or legal professional who receives substantial
monetary consideration and/or other economic benefits from the Company besides
officer remuneration;(4) A consultant, accounting professional, legal professional or other such professional
who is a member of a corporation or other such entity that provides professional
services acting as a major business partner of the Company;(5) A major shareholder of the Company, or otherwise if such major shareholder is a
corporation or other such entity, a person who executes business thereof;(6) A recipient of donations from the Company or a person who executes businessthereof;(7) A person who now serves or has served in the past as a Director (excluding Outside
Director), Audit & Supervisory Board Member (excluding Outside Audit & Supervisory
Board Member), Executive Officer, or employee of either the Company or one of its
subsidiaries;(8) A close relative of a Director, Audit & Supervisory Board Member, Executive Officer or
employee of the Company;(9) A close relative of a person (excluding inconsequential persons) with respect to whom
any of the aforementioned apply.

20

Agenda Item 4.

Revision of Remuneration Amount for Directors

Remuneration for the Company’s Directors has remained at the monthly amount of up to 45
million yen (of which up to 6 million yen is allocated to Outside Directors) approved at the153rd Ordinary General Meeting of Shareholders held on June 28, 2018 up to the current day.
With respect to this agenda item, the Company requests the approval for the revision of the
remuneration amount for Directors from monthly amount to annual amount, and theestablishment of a new provision that the base remuneration amount shall be up to 431 million
yen (of which up to 109 million yen is allocated to Outside Directors) per year and the amountof short-term performance-linked remuneration paid to Directors (excluding Outside Directors)
shall be up to 245 million yen per year.
Furthermore, remuneration for Directors will not include the amount of employee’s salary for a
Director who also holds an employee post, as was previously the case.
The Company has set the above remuneration amounts in order to realize a competitive
remuneration level for recruiting and retaining talented human resources amid its rapidlychanging business environment as well as fair and impartial treatment in consideration of
responsibilities and results. To this end, the Company has made reference to remunerationlevels at other Japanese companies, while considering various factors, such as an increase in
Director’s responsibilities, the increase in transparency and vigor of Board of Director’soperations, and an increase in the appointment of Directors with the aim of enhancing
management oversight.
Furthermore, the amount of remuneration including short-term performance-linked
remuneration for each Director has been decided by the Board of Directors in light ofrecommendations based on the result of deliberations conducted in the Nomination andCompensation Committee (more than half of whose members are Outside Directors and the
Chairperson is an Outside Director). Since objectivity and transparency in the remuneration
determination process are ensured, the Company also seeks to pay short-term
performance-linked remuneration within the upper limit amount, as with base remuneration,
without obtaining approval at a General Meeting of Shareholders going forward.
The current number of Directors is eight (8) (including four (4) Outside Directors). Following
the approval of agenda item 2, the number of Directors shall be nine (9) (including five (5)Outside Directors).
In addition, the Company proposes that remunerations for Directors (excluding Outside
Directors) be composed of base remuneration with a fixed amount (fixed remuneration) basedon the details of this agenda item, short-term performance-linked remuneration (variable
remuneration) and the share-based remuneration (variable remuneration) mentioned in theagenda item 5. “Introduction of Performance-Linked and Share-Based Remuneration System
for Directors.” The Company also proposes that remuneration for Outside Directors becomposed of only base remuneration with a fixed amount (fixed remuneration) based on thedetails of this agenda item.

21

Agenda Item 5.

Introduction of Performance-Linked and Share-BasedRemuneration System for Directors

In order to further strengthen motivation of the Company’s Directors to contribute to an
improvement in medium- to long-term business performance and increase in the corporate
value, the Company seeks to introduce performance-linked remuneration system for Directors(excluding Outside Directors; the same shall apply hereinafter in this agenda item)(hereinafter referred to as the “System”), and newly set the remuneration amount associatedwith the System.
The Company seeks to pay Directors a remuneration based on the System within the
System’s remuneration limit as newly set pursuant to this agenda item. The amount, contents
and other particulars of said remuneration are as described below under “Amount andcontents, etc., of remuneration under the System.” The Company plans to increase the ratioof performance-linked remuneration in remuneration structure for officers for the purpose ofturning it into a remuneration system that more closely links remuneration to medium- tolong-term growth of the Company, and to corporate value and shareholder value. The level atwhich the System’s remuneration limit would be reset pursuant to this agenda item takes into
account this restructuring of the remuneration structure for officers.
The Company requests the approval of this agenda item for additional remuneration to
Directors, apart from the remuneration for base remuneration (amount of up to 322 million yen
per year) and for short-term performance-linked remuneration (amount of up to 245 million
yen per year) to Inside Directors in the agenda item 4.
Following the approval of agenda item 2, the total number of Directors who are eligible to the
System at the conclusion of this General Meeting of Shareholders shall be four (4).
Amount and contents, etc., of remuneration under the System
The System is the share-based remuneration system, under which the Company’s shares are
acquired through a trust using the money contributed by the Company, and delivery, etc. of
the Company’s shares (as described in 4. below) to the Directors of the Company shall be
conducted through such trust based on the level of growth of the corporate value andshareholder value, and other factors.
1. Individuals eligible to the System
Directors of the Company (excluding Outside Directors)
2. Maximum amount of money to be contributed by the Company
Subject to the three fiscal years (hereinafter referred to as the “Applicable Period”), foreach Applicable Period, the Company contributes the sum of money up to 519 million yen
to the trust as the remuneration to the Directors of the Company. The trust shall acquire
the Company’s shares through the stock market or subscribing for the Company’s
disposal of treasury shares by using money entrusted by the Company. At the time ofestablishing the trust, the Company’s shares will be acquired through stock markets.
Specifically, the Company will introduce the System for the three fiscal years from thefiscal year ending March 31, 2022 to the fiscal year ending March 31, 2024 (hereinafter,such three-fiscal-year period is referred to as the “Initial Period,” and the Initial Period andeach three consecutive fiscal years following the Initial Period are respectively referred toas “Applicable Period”), as well as each Applicable Period thereafter, and contributemoney as defined below to the trust as the funds for the trust to acquire the Company’s
shares for the purpose of providing the Company’s shares, etc. to Directors.
The Company will contribute funds of up to 519 million yen as necessary funds for theInitial Period upon establishing the trust (scheduled in August 2020).
Furthermore, after the expiration of the Initial Period, in principle, the Company shall makeadditional contributions to the trust, of up to 519 million yen for each Applicable Period
until the termination of the System. However, in the case of making such additional
contributions, if the Company’s shares (excluding a number of the Company’s shares that22

have not yet been provided to Directors equivalent to points granted to them for eachApplicable Period up to the immediately preceding Applicable Period) and money remainin the trust asset (hereinafter referred to as the “Remaining Shares, etc.”), the total amountof the Remaining Shares, etc. (the amount for the Company’s shares shall be the market
value on the final day of the immediately preceding Applicable Period) and additionallycontributed money shall not exceed 519 million yen.
During the Applicable Period encompassing the Initial Period, the Company may
additionally contribute funds to the trust, such that the cumulative amount of contributions
made during the Applicable Period are to be no more than the respective upper limits
aforementioned.
(Note 1) In addition to contributions of the above money to the trust as necessary funds toprovide the Company’s shares, etc. to Directors, the Company contributes moneyas necessary funds to provide the Company’s shares, etc. to executive officers, etc.
who do not also serve as Directors (hereinafter referred to as “Executive Officers”),
of up to 858 million yen in the Initial Period and up to 858 million yen in eachsubsequent Applicable Period (however, if there are any Remaining Shares, etc.
related to the portion of Executive Officers, the amount less the amount of theRemaining Shares, etc.).
3. Calculation method and maximum number of the Company’s shares acquired by Directors
The number of the Company’s shares to be delivered to Directors of the Company shall be
determined, using a specific calculation formula, on the basis of the points granted
according to the level of growth of the corporate value and shareholder value, and otherfactors, with one point corresponding to one share of the Company’s share.
(Formula for the calculation of basic points)
The basic amount determined by the Director’s rank and title ÷ Average of closing prices of
the Company’s shares at the Tokyo Stock Exchange in the month preceding the fiscal year
in which the medium-term management plan starts* Any fractions of less than one are rounded down.
* The basic amount levels are to be appropriately established based on the
responsibilities, in reference particularly to objective remuneration survey data of an
external expert organization in order to ensure competitive remuneration levels thatenable the Company to recruit and retain talented human resources.
Based on the performance evaluation for each year in the medium-term management plan,
points are granted to the Company’s Inside Directors in June every year.
(Formula for the calculation of points to be granted)
Basic points X Performance-linked coefficient* Any fractions of less than one are rounded down.
* The performance-linked coefficient is determined in the range of 0% to 150% based on
the Company’s performance evaluation indices for the medium-term management plan(such as ROE and TSR, and ESG indices). The performance evaluation indices are
determined through deliberations by the Nomination and Compensation Committee.
The total number of points to be granted to each Director shall be up to 134,200 points per
fiscal year. (However, if there is a share split, allotment of shares without contribution, a
consolidation of shares, etc., with regard to the Company’s shares, after the approval ofthis agenda item, the upper limit on the number of points, the number of points granted,
and the conversion ratio shall be adjusted in a reasonable manner proportional to therelevant ratio, etc.)
In the Initial Period, up to 402,600 shares shall be acquired without delay after theestablishment of the trust.
23

(Note 2) In addition to the granting of the above number of points per fiscal year as the total
number for each Director, the Company grants up to 221,800 points per fiscal year
as the total number for each Executive Officer. (However, if there is a share split,
allotment of shares without contribution, a consolidation of shares, etc., with regard
to the Company’s shares, the upper limit on the number of points, the number ofpoints granted, and the conversion ratio shall be adjusted in a reasonable manner
proportional to the relevant ratio, etc.)
In the Initial Period, up to 665,400 shares shall be acquired without delay after theestablishment of the trust.
As the sum of the Directors potion and the Executive Officers portion, up to
1,068,000 shares shall be acquired.
4. Method and timing for delivery, etc. of the Company’s shares to Directors
Delivery, etc. of the Company’s shares means that if requirements specified in theRegulations on Share-based Remuneration for Officers are satisfied, the Company’s
shares are delivered for a certain percentage of the “Number of Points Fixed” described
below, and money equivalent to the market value of the Company’s shares is paid for theremaining percentage. The trust may sell the Company’s shares in order to make themonetary provisions.
The number of points for Directors, which serves as the base for the delivery, etc. of theCompany’s shares, shall be the number of points granted to the Director by his or her
retirement (points calculated in this way are hereinafter referred to as the “Number ofPoints Fixed”) in principle. If a Director retires and satisfies beneficiary requirements, theDirector receives the Company’s shares in the number in accordance with the Number ofPoints Fixed from the trust after his or her retirement by going through the specified
beneficiary determination procedures.
5. Voting rights in the Company’s shares within the trust
Voting rights pertaining to the Company’s shares held by the trust are not to be exercised
during the trust period to ensure the neutrality of the Company’s management.
6. Other contents of the System
Other contents and details concerning the System shall be determined by the Board of
Directors of the Company.

24

Reference for the Agenda Item 4 and Agenda Item 5● Total remuneration for Directors for which approval is being requested at this General
Meeting of Shareholders (maximum amount)(Millions of yen)
After revisionth(156 fiscal year onwards)

Before revision
Inside Director

Outside Director

Base remuneration
Short-term
performance-linked
remuneration
Medium- to long-term
performance-linked
remuneration

72
468

Inside Director

Outside Director

322

109

245

–

(i)

–

–

–

(ii)
173

–

(i) Remuneration for which approval is being requested according to the agenda item 4 at
this General Meeting of Shareholders.
(ii) Remuneration for which approval is being requested according to the agenda item 5 at
this General Meeting of Shareholders.
* The remuneration amount before revision represents the monthly amount of up to 45
million yen (of which up to 6 million yen is allocated to Outside Directors) converted into
the annual amount.
* With regard to the medium- to long-term performance-linked remuneration, while theCompany requests the approval for the amount of contributions to the trust of up to 519
million yen for the three fiscal years, the above table shows the amount that wasconverted into the amount for one fiscal year in consideration of comparison with the baseremuneration and short-term performance-linked remuneration.
If the agenda items 4 and 5 are approved and adopted as originally proposed at this General
Meeting of Shareholders, the Company plans to revise the remuneration system with agreater focus on strengthening the links to the business results and increasing corporate
value and shareholder value over the medium- to long-term. For related information, refer to“Notice Regarding the Introduction of Performance-Linked and Share-Based Remuneration
System for Officers in Line With the Revision of Officer Remuneration System” on our website(https://www.yamato-hd.co.jp/english/index.html).

25

[Reference]
Basic Views on Corporate Governance
Based on its corporate philosophy, the Yamato Group carries out business activities inaccordance with the law and social norms and actively promotes compliance management.
Striving to maximize corporate value by effectively utilizing the management resources of theGroup is one of the top priorities of management, and we have implemented measures andbolstered management systems as part of our corporate governance initiative.
Corporate Governance System
The Company is a company with an audit & supervisory board. In addition to importantmanagement decision-making and the supervision of business execution by the Board of
Directors, Audit & Supervisory Board members and the Audit & Supervisory Board, which are
independent from the Board of Directors, shall audit the status of execution of duties byDirectors.
Also, to complement the functions of the Board of Directors, the Company established a
Nomination and Compensation Committee comprising a majority of Outside Directors. At thesame time, the Company has adopted an executive officer system to ensure prompt
decision-making related to business execution.

26

(Attached Documents)

Business Report(From April 1, 2019 to March 31, 2020)

1. Status of the Corporate Group(1)

Operating Performance

In the fiscal year ended March 31, 2020, the economic environment deteriorated substantiallyfrom January 2020 onward due to the global spread of COVID-19, despite gradual economic
recovery having held course amid underlying strengths in corporate earnings until the ninemonths of the fiscal year ended March 31, 2020. The outlook for economic recovery both inJapan and overseas remains unknown given uncertainties as to the potential pace of
COVID-19 transmission ahead and timing as to when the pandemic might subside.
Meanwhile, amid a scenario of e-commerce market expansion brought about by rapidlychanging styles of consumption, in addition to the severe business environment of logistics
industry continued during the nine months of the fiscal year ended March 31, 2020, as a resultof factors that included tightening of the domestic labor market and a slowdown in personal
spending due to effects of Japan’s consumption tax hike, from January 2020 onward, thelogistics industry encountered dwindling overall economic activity, including worldwide
stagnation of the production activities in manufacturing industry and international trade amid
the spread of COVID-19, sharply declining inbound travel demand due to restrictions placedon movement, and voluntary suspension of business activities particularly in the service
industry. Ramifications of this situation with respect to the business environment going
forward remain uncertain.
Under such circumstances, the Yamato Group has been striving to enhance its managementfoundations in order to continue achieving sustainable growth and thereby enable the Groupto keep providing high-quality services based on “KAIKAKU 2019 for NEXT100” medium-term
management plan, which while “Work Style Reform” is centered on management, focuses onreforms in the three areas of “structural reform in the Delivery Business,” “reform of revenue
and business structure geared to achieving discrete growth,” and “reform of Groupmanagement structure geared to achieving sustainable growth.” At the same time, we havebeen continuing to provide our logistics services such as those of our TA-Q-BIN business in amanner that places top priority on safety of our customers and employees in terms ofaddressing the spread of COVID-19.
In the Delivery Business, we worked to strengthen cost controls while engaging in adequate
pricing initiatives and promoting sales to new customers in order to regain profitability.
Moreover, we have been taking steps to ensure consistent operations of our TA-Q-BIN
network, as an element of social infrastructure, in a manner that addresses changes indemand and logistics brought about by spread of COVID-19.
In the non-delivery businesses, we took steps to expand our existing service offerings bymaking the best use of the strengths of the Group companies, while also strengthening
account management on a Group-wide basis as we aggressively promoted solution sales foraddressing customers’ business challenges.

27

Our consolidated financial results for the fiscal year ended March 31, 2020 were as follows.
(Millions of yen)
Item
Operating revenue

Fiscal year
Fiscal year
ended
ended
March 31, 2019 March 31, 2020

ChangeGrowth (%)

1,625,315

1,630,146

4,831

0.3

Operating profit

58,34544,701(13,644)(23.4)

Ordinary profit

54,25940,625(13,633)(25.1)

Profit attributable to owners of the Parent

25,682

22,324(3,358)(13.1)As mentioned above, operating revenue amounted to 1,630,146 million yen, up 4,831 million
yen from the previous fiscal year.
This is largely attributable to an increase in the TA-Q-BIN unit price, amid promotion of
structural reforms in the Delivery Business. Operating expenses amounted to 1,585,445
million yen, up 18,475 million yen from the previous fiscal year. This is largely attributable toan increase in personnel expenses and despite a decrease in commission expenses, mainly
as a result of having increased the workforce looking toward building collection and delivery
structure.
As a result, operating profit amounted to 44,701 million yen, down 13,644 million yen from theprevious fiscal year.
Ordinary profit amounted to 40,625 million yen, largely attributable to having recorded
impairment of goodwill relating to the affiliates overseas as a share of loss of entities
accounted for using equity method.
As a result, profit attributable to owners of the Parent amounted to 22,324 million yen, down
3,358 million yen from the previous fiscal year.

Initiatives for the entire Yamato Group
(i)

(ii)

(iii)

The Yamato Group took steps on a Group-wide basis to develop a vibrant working
environment, which is more “employee-friendly” and “rewarding,” centered on the“Office for Work Style Reform” established in Yamato Transport Co., Ltd., and its“Working Styles Innovation Committees” in its respective Group companies, as a meansof placing utmost priority on “Work Style Reform” in order to practice “Inclusive
Management,” a Yamato Group founding principle. Moreover, we have pursued our“Value Networking” design, on the basis of creating business models for generating ahigh level of added value through the combined efforts of our respective businesses,
while at the same time contributing to growth strategies and international competitive
strengths of the Japanese economy. Meanwhile, we are also taking steps to forge arobust corporate culture that acts as a foundation for business creation anddevelopment.
We continued to drive initiatives for a robust corporate culture. We worked on enhancing
efficiency and credibility in operations, by improving our transport structure and digitaltechnologies to enable visual monitoring of operating amount. We actively engaged in
ESG-related initiatives for achieving sustainable growth, which has involved
implementing safety and environmental measures, undertaking efforts to prosper
communities, and taking drastic and comprehensive measures to rebuild Group
governance.
To further evolve our “Value Networking” design, we strove to craft business models thatdeliver a high level of added value by leveraging the Yamato Group’s business network.
Also, to address varied customer needs in Japan and overseas, we have made effective
use of our innovative network platform consisting of the “Haneda Chronogate,”“Okinawa International Logistics Hub,” and respective gateways linking major cities in
28

(iv)

(v)

(vi)

the Kanto, Chubu, and Kansai regions, in addition to our existing “last mile” network,and have been striving to strengthen account management on a Group-wide basis.
In our business looking toward global markets, we worked to collaborate among five
regions, Japan, East Asia, South East Asia, Europe and the Americas. Meanwhile, we
also strengthened our capabilities in each geographic region to respond to the growth ofcross-border logistics, and also took steps to strengthen management of ourbusinesses that involve global operations. In addition, we actively promoted efforts tobuild cross-border networks that provide substantial added value by leveraging ourcertification under international standards pertaining to small parcel chilled and frozen
goods delivery services, such that has already been acquired by eight Yamato Group
companies.
With the aim of improving customer convenience particularly in the e-commerce market,
we have continuously worked to establish an environment that ensures customers easein picking up and sending their parcels. We have been actively promoting efforts to build
an open-type network of parcel lockers, and have worked on other efforts for thedevelopment of next-generation logistics services including utilization of automateddriving technologies. Moreover, in order for addressing social issues such as theintensifying labor shortage, and better responding to the rapidly expanding e-commerce
demand, we have engaged in streamlining collection and delivery, labor operations andadministrative tasks by promoting digitization of our overall logistics operations, and incarrying out structural reform of trunk-route transportation for the purpose of optimizing
the entire network for streamlining transportation.
We have engaged in reform of the Group management structure geared to achieving
sustainable growth, and have accordingly formulated our transformation plan “YAMATO
NEXT100” which will serve as a grand design for management of the Group over the
medium to long term going forward. At the same time, we have promoted enhancementof customer contact points and otherwise gave rise to the digital transformation (DX) of
TA-Q-BIN looking to improve productivity, while also took steps to build logistics
services by collaborating with major e-commerce business operators with our sights set
on establishing an e-commerce (EC) ecosystem.

Business strategies of each business segment
Delivery
The delivery amount of TA-Q-BIN and Kuroneko DM-Bin services are as follows.
(Million parcels / units)
Category

Fiscal year
Fiscal year
ended
ended
March 31, 2019 March 31, 2020

ChangeGrowth (%)

TA-Q-BIN

1,803

1,799

(3)

(0.2)

Kuroneko DM-Bin

1,211

987

(224)

(18.5)(i)(ii)

In the Delivery Business, the Yamato Group concentrated on TA-Q-BIN-centeredbusiness development, aiming to provide infrastructure that best suits our customers
and contribute to enriching people’s lives.
Until the nine months of the fiscal year ended March 31, 2020, we continued to face asevere business environment as a result of factors that included tightening of thedomestic labor market and a slowdown in personal consumption due to effects ofJapan’s consumption tax hike, amid a scenario of e-commerce market expansion
brought about by rapidly changing styles of consumption. Under those circumstances,
we worked to strengthen cost controls while engaging in adequate pricing initiatives andpromoting sales to new customers in order to regain profitability. In addition, we havebeen engaging in streamlining collection and delivery, labor operations andadministrative tasks by promoting digitization of our overall logistics operations, and in29

(iii)

(iv)

(v)

(vi)

carrying out structural reform of trunk-route transportation for the purpose of optimizing
the entire network for streamlining transportation. From January 2020 onward, we
encountered dwindling overall economic activity, including worldwide stagnation of the
production activities in manufacturing industry and international trade amid the spreadof COVID-19, sharply declining inbound travel demand due to restrictions placed on
movement, and voluntary suspension of business activities particularly in the service
industry. Under those circumstances, we have been taking steps to ensure consistent
operations of our TA-Q-BIN network, as an element of social infrastructure, in a mannerthat addresses changes in demand and logistics.
In the growing e-commerce market, we expanded sales of the “TA-Q-BIN Compact” and“Nekopos” services which enable customers to send small parcels simply in respond todiversifying needs brought about by changing customer lifestyles, and have proceededwith offering a greater number of drop-off points for sending parcels by collaboratingwith multiple flea market websites. During the fiscal year under review, we have been
continuing to work in conjunction with flea market websites and e-commerce companies
to provide greater convenience by developing a service environment where individual
customers ship merchandise easily from convenience stores and PUDO station
open-type parcel lockers, and offering a service environment enabling customers who
have purchased a product to specify either a TA-Q-BIN Center, convenience store or
PUDO station as a location for pick-up. As for individual customers, we promoted efforts
to increase sales of services enabling customers to complete TA-Q-BIN sending
procedures using their smartphones, and providing them with access to features suchas online payment settlement and anonymous delivery.
With respect to corporate clients, we accurately pinpointed managerial challenges andactively proposed solutions to address those challenges. During the fiscal year underreview, we have been continuing to strengthen account management in coordinatedefforts of the Group, and boosting profitability by making proposals that provide highadded value using the Group’s business resources.
We have been taking steps to improve services for residents geared toward resolving
issues facing communities. In part, this has involved collaborating with numerous
municipalities and companies in efforts that entail helping those who have difficulties
doing their shopping and helping to watch over elderly residents. Moreover, we havealso been helping to revitalize local industry particularly through initiatives that involve
supporting tourism and helping to expand sales channels for locally produced products.
Operating revenue amounted to 1,310,067 million yen, up 1.0% from the previous fiscal
year owing to a higher TA-Q-BIN unit price amid promotion of structural reforms in the
Delivery Business. Operating profit amounted to 27,249 million yen, down 33.2% fromthe previous fiscal year mainly due to an increase in personnel expenses and despite adecrease in commission expenses.

BIZ-Logistics
(i)

(ii)

(iii)

In the BIZ-Logistics Business, the Yamato Group is providing customers with innovative
logistics systems by combining management resources such as the TA-Q-BIN networkwith logistics functions, maintenance and recall handling functions, cleansing functions
for medical devices and international transportation functions.
For e-commerce, we are offering various one-stop services including placing andaccepting orders, visual monitoring of inventories for customers and enabling speedier
shipments. Moreover, we have been providing services to medical device-related
business operators that help such customers revolutionize logistics through ourcomprehensive support extending beyond delivery to encompass cleaning, maintaining
and relending surgical equipment returned by hospitals. During the fiscal year underreview, we promoted efforts to increase sales of this service, particularly among ourexisting customers.
Operating revenue amounted to 143,934 million yen, down 2.4% from the previous
fiscal year mainly due to a decrease in our handling of some customer business as aresult of carrying out adequate pricing initiatives in services designed for e-commerce.
30

Operating profit was 4,975 million yen, up 49.5% from the previous fiscal year mainly asa result of overhauling distribution centers.
Home Convenience
(i)

(ii)

Given the situation where there were inappropriately billings to corporate clients formoving-related services provided to their employees, Home Convenience Business
continued to take steps to prevent a recurrence of such incidents through efforts thathave included fundamentally overhauling the moving business and revamping productdesign. During the fiscal year under review, we started providing individual customers
with our new “My Moving” moving-related services for single people, and accordingly
worked to improve quality and expand the service territory.
Operating revenue amounted to 27,805 million yen, down 16.8% from the previous
fiscal year mainly due to a decrease in moving demand as a result of the spread of
COVID-19, in addition to effects of having suspended moving-related services. As forprofits, the segment posted an operating loss of 10,061 million yen.

e-Business
(i)

(ii)

(iii)

In the e-Business, the Yamato Group helps customers streamline their businessprocesses and solve potential issues by proactively developing solution platformbusiness that combines logistics technology and financial technology with information
technology. In addition to the conventional information technologies, we are promoting
use of emerging technologies that harness artificial intelligence (AI), the Internet ofthings (IoT) and other such innovations to accelerate growth of the Yamato Groupbusinesses.
We have been offering the “Certified Web Retrieval Service” for the financial industry
which enables subscribers to safely and simply submit documentation. The service
helps our customers streamline their administrative operations by enabling service
subscribers to use their smartphones, personal computers and other such devices to
upload identification papers and other documents necessary when completing
application processes. During the fiscal year under review, we promoted efforts to
expand sales of the “Multi-value Charge Service” which facilitates payments toindividuals from business enterprises involved in second-hand item purchasing ande-commerce returned merchandise, and accordingly enables such individuals to receive
cashless payments in the form of e-money and other options of their choice.
Operating revenue amounted to 30,579 million yen, up 15.0% from the previous fiscal
year mainly generated from our outsourcing services that have in part involved
establishing systems for cashless reward point operations accompanying Japan’s
consumption tax hike, and also due to progress achieved with respect to expanding
sales of our “IT Asset Management Optimization Service” involving total support
encompassing everything from equipment procurement to asset management of
personal computers and other information technology assets. Operating profit was
10,668 million yen, up 22.1% from the previous fiscal year.

Financial
(i)

(ii)

In the Financial Business, the Yamato Group has been developing settlement andfinancial services tailored to a range of customer needs for payment collection of
mail-order products, business-to-business transaction settlement, and vehicle leasing.
With respect to our payment settlement services, in addition to providing our mainstay
service “TA-Q-BIN Collect,” we have also been promoting increased customer use ofboth our “Kuroneko Web Collect” comprehensive internet-based transaction settlement
service, “Kuroneko Pay After Delivery Services” and our e-money settlement services.
During the fiscal year under review, we have been taking steps to expand sales of our“Raku-uru Cart” service. This service helps business operators newly enter the31

(iii)

e-commerce market, which is poised for expansion going forward, by providing one-stop
support in terms of shopping cart function, payment settlement and delivery services.
Moreover, with respect to our “Kuroneko Pay After Delivery Services,” we have been
taking steps to expand sales of the “smartphone-based payment” feature that enables
users to select from various payment options displayed on their smartphone device after
having received products, which is in addition to the already available “payment
slip-based payment” feature whereby a payment slip is sent by postal mail to thecustomer who has made a purchase.
Operating revenue amounted to 77,072 million yen, down 3.6% from the previous fiscal
year mainly due to a decrease in “TA-Q-BIN Collect” delivery amount due to a shrinking
market for cash-on-delivery brought about by changing payment settlement needs, anddespite increases in the use of our “Kuroneko Web Collect” and “Kuroneko Pay After
Delivery Services.” Operating profit was 6,322 million yen, up 1.3% from the previous
fiscal year mainly due an absence of the loss on valuation of inventories in the leaseservice business recognized in the previous fiscal year.

Autoworks
(i)

(ii)

(iii)

In the Autoworks Business, we provide value to logistics operations and logistics service
providers in the form of “improvement of vehicle maintenance convenience” and“reduced maintenance expenses,” as well as services that help our customers improvetheir asset utilization ratios, by adding options of “maintaining and safeguarding logistics
facilities and equipment, and improving such workplace environments,” along with“offering insurance plans tailored to customer risk management needs” which provide
coverage for such assets.
During the fiscal year under review, we achieved greater use of maintenance services
as a result of having carried out initiatives to increase sales of such services throughclose communication with customers.
Operating revenue amounted to 24,922 million yen, down 4.1% from the previous fiscal
year mainly as a result of a decrease in fuel sales volume. Operating profit was 4,295
million yen, down 3.1% from the previous fiscal year.

Other
(i)

(ii)

The “JITBOX Charter service” provides transportation by transport box. The service
takes advantage of its network consisting of multiple companies and provides added
value to customers through timely delivery and frequent, right-amount delivery. During
the fiscal year under review, service use grew steadily due to favorable results withrespect to existing services.
Operating profit excluding dividends which Yamato Holdings Co., Ltd. received from theGroup companies decreased 14.7% from the previous fiscal year to 1,893 million yen.

ESG Initiatives(i)

The Yamato Group places utmost priority on protecting human life and conducts a rangeof safety measures. Accordingly, its transport safety management practices in thatregard involve drawing up its Safety Management Regulations, building up its transport
safety management systems, and formulating fiscal year plans, all centered on
respective Group companies whose main operations involve transport. During the fiscal
year under review, the entire Yamato Group including its overseas operations carriedout the “Zero Traffic Accidents Campaign,” and Yamato Transport Co., Ltd. held the “9thNationwide Safety Competition,” in order to improve safety awareness on a Group-widebasis and engaged in efforts to heighten safety awareness and improve driving skills. In
addition, since 1998 we have been holding our “Safety Classes for Children,” throughwhich we convey the importance of traffic safety, in day care facilities, kindergartens and

32

(ii)

(iii)

(iv)

(v)

elementary schools across Japan. A total of about 3.40 million people have now
participated.
In order to earn the confidence of Yamato Group’s customers and society through acting
as a company that forms an important part of social infrastructure, we have promoted
management in conformity with compliance and worked on the Group-wide initiatives
with respect to “Work Style Reform” through developing a vibrant working environment
which is more “employee-friendly” and “rewarding” for employees, such as promoting
reviewing our management rules on working hours and creating new working styles forour employees. As a result, we have made progress particularly in terms of reducing
total working hours and improving the rate of annual paid vacation acquisition, as wellas improving employees’ awareness regarding work.
The Yamato Group carried out drastic and comprehensive measures to rebuild Group
governance, with the aim of enhancing sound Group management, with efforts being
spearheaded by our “Group Governance Project” in place at the Company. During the
fiscal year under review, in order to foster a sense of ethics throughout the Group,
further instill our corporate philosophy, and promote such practices in our operations,we partially revised our Corporate Stance, which constitutes our corporate philosophy,
as well as our Employee Code of Conduct, and furthermore implemented ethics
education for all of our employees. Meanwhile, we also engaged in efforts that entailed
developing personnel who are responsible for strengthening merchandise inspection
systems of the overall Group and enhancing compliance at our respective Group
companies.
The Yamato Group recognizes climate change, air pollution, decrease of resources, andloss of biodiversity as important issues to address in order to realize a sustainable
society. We have been implementing measures to address climate change by shifting touse of vehicles that produce lower carbon dioxide emissions, introducing small
commercial-use EV trucks to our fleets, and handling collection and delivery in amanner that does not involve use of automobiles. During the fiscal year under review,
we reduced carbon dioxide emissions by heightening the efficiency of our trunk-routetransportation to major cities, and we extended the zone of operations served by our
Super-Full Trailer SF25, which helps reduce long-haul driver workloads. Accordingly,
such routes now also encompass Fukuoka Prefecture in Japan’s Kyushu region, in
addition to the previous destinations of Kanagawa Prefecture in the Kanto region andOsaka in the Kansai region. We also hold “Kuroneko Yamato Environmental Class”
sessions designed to provide support for environmental education of children who willbear responsibilities of the next generation. We have held such classes on an ongoingbasis nationwide since 2005, attracting about 250 thousand participants so far.
Aiming to create more sustainable social value, the Yamato Group promotes initiatives
for sharing value with society based on the concept of “Creating Shared Value (CSV).”
During the fiscal year under review, we promoted our “combined passenger-cargo”
operations using scheduled-route passenger buses and railways, thereby helping to
improve lifestyle services for local residents by keeping scheduled bus and railway
networks running in hilly and mountainous areas where populations are substantiallydeclining and getting older, and also by streamlining distribution in those locations. With
the aim of stimulating the economies of local regions while improving convenience fortourists, particularly for the increasing numbers of overseas visitors, etc., we promoted
initiatives involving our hands-free travel service which has entailed expanding ourofferings to include baggage check services and same-day delivery of tourists’ luggage
to their lodging facilities. For residents in suburban areas which are undergoing changes
with respect to people’s life stages, we have been providing support for community
development geared to ensuring that local residents are able to lead comfortable lives.
Our efforts have involved helping to revitalize local communities where we have ourbusiness locations, and providing such residents with lifestyle support services that
include handling shopping and housekeeping on their behalf. We have been working
with government bodies in efforts geared to revitalizing communities and resolving
33

issues by leveraging the Yamato Group’s management resources with respect toinitiatives that include helping to watch over elderly residents, supporting tourism, andexpanding sales channels for locally produced products in respective regions
throughout Japan. The number of the Yamato Group’s initiatives, including the ones
under discussion, totaled 1,102.
(vi) Aspiring to be a company that continually evolves in step with society, led by Yamato
Welfare Foundation, the Yamato Group conducts various activities to help realize asociety in which disabled people can freely enjoy a lifestyle as a member of each
community. Specifically, we engage in ongoing programs that support economic
independence of people with disabilities, such that include actively employing people
with disabilities at the Swan Bakery which makes and sells bread, providing them withworkplaces through the consigned delivery of Kuroneko DM-Bin, and operating
job-finding support facilities where they take part in training to acquire skills andknowledge necessary for employment.
(vii) The Yamato Group has positioned the theme “Sustainability initiatives – Management
embodying the environment and society” as one element of its business transformations
under its transformation plan “YAMATO NEXT100” formulated in January 2020, which is
to serve as a grand design for the Group’s management over the medium to long term.
The Yamato Group cites dual visions in terms of paving the way to a sustainable future,
one of which is “Connect. Deliver the Future via Green Logistics” and the other of whichis, “Through Co-Creation and Fair Business Activities, Help Create a Society That
Leaves No One Behind.” Underpinned by those two visions, we will take steps toaddress material issues that have been identified with the aim of increasing theefficiency of transportation and providing delivery that is better for the planet, ourlifestyles, and the economy, by attentively connecting people with resources and data.

34

Yamato Group Sustainability Initiatives– Management Embodying the Environment and Society
Under its two visions for a sustainable future, the Yamato Group will achieve the next level
logistics friendly to the environment, society, and economy by attentively connecting people;
resources and data, and increasing the efficiency of transportation.
■ Vision: Connect. Deliver the Future via Green Logistics
By leveraging cutting-edge connections between data, people, and resources, we will
increase the efficiency of transportation and provide delivery that is better for the planet, ourlifestyles, and the economy. We will support a strong, smart society by striving toward carbon
neutrality and by creating business models based on sustainable resource use andconsumption.
Materiality

Priority

Goal

Value Created Driving renewableenergy growth bystimulating demand Mitigating climate risksuch as natural
disasters
 Carbon neutrality by
Energy & Climate
Carbon neutrality
 Promoting widespread*1
2050
use of innovative
low-carbon
technologies
 Facilitating theavailability of
low-carbon products
 Contributing to the Reduction of air
health of local
pollutants from vehicles
communities by
Logistics that protect the
Atmosphere(reduction of NOx andpreventing air pollution
atmospherePM from urban area
 Utilizing data to optimize
deliveries)
transportation, thereby
reducing traffic
 Shifting to a circular
economy by creating Use environmentally
resource recovery
friendly materials, andResource Conservation & Resource efficient
networks
shift to delivery using
Waste
logistics and business Improving efficiency andreusable and minimal
economic gains bypackagingleveraging the sharing
economy Fostering collaboration
to support a sustainable
society
Logistics infrastructure Strengthened Improving society’s
Resilience of Companies
that promotes a society incollaboration to combat
resilience to climate& Societyharmony with theenvironmental changes
changeenvironment Promoting a low-carbon
society through smart
mobility*1 Emissions from the Yamato Group: Scope 1 (direct emissions) and Scope 2 (indirect emissions from use ofelectricity and other forms of power).

■ Initiatives to Achieve the SDGs
The Yamato Group supports international initiatives for building a sustainable society. Toward
this end, we became a signatory of the UN Global Compact in April 2014.
The Sustainable Development Goals (SDGs) adopted by the UN in September 2015
represent a set of common targets for the international community to achieve together by
2030. The Yamato Group is now working through its businesses to solve the many urgent
social issues facing the world indicated in the SDGs.

35

■ Vision: Through Co-Creation and Fair Business Activities, Help Create a Society
That “Leaves No One Behind” *2
As a social infrastructure company, Yamato Group will contribute to improving the quality oflife (QOL) of various people, including employees and customers, by reducing and eliminating
various inequalities and obstacles in society. We will do this by delivering goods and value toeveryone through fair and efficient business processes. By promoting digital innovation andour strengths offline, as well as co-creation with various partners, we will be a leader insolving social challenges and creating a society that leaves no one behind.
*2 To leave no one behind: Basic philosophy of the SDGs
Materiality

Priority

Goal

Labor

Creating work
environments that are fair,worker-friendly, andengaging

 Achieve “Decent*3Work” by 2030 bycreating workplaces thatare employee friendly
and that foster
employee engagement

Human Rights & Diversity

Creating a vibrant societythat respects humanrights and diversity

 Empowerment ofsocially vulnerable
peopleEnsuring road andoccupational safety,
improving quality ofservices and businessprocesses
Robust information
security, utilization of datafrom operating vehicles
and from transportation
for social impact

 Establish businessprocesses that cansignificantly reduce
accidents on the roadand at worksites

A resilient and sustainablesupply chain thatconsiders the environmentand society Build a resilient androbust supply chain andco-creation model

Safety & Security

Data Utilization & Security

Supply Chain
Management

 “Creating Shared Value”
by utilizing data

36

Value Created Enabling employee
work-life balance Promoting physical andmental health of
employees
 Ensuring enoughworkers to continue
stable businessactivities
 Providing a model ofindustry best practices
related to labor
practices Promoting a society
where human rights arerespected and protected Sparking innovation
through diverse ideas
 Creating job
opportunities for diverse
individuals, including
women and people withdisabilities Reducing andeliminating of social
inequality and obstacles
 Creating safe cities
 Ensuring health andsafety of employees
 Providing a sense of
security and well-being Protecting personal
data (respecting humanrights) Solving environmental
and social challenges
 Continuing to ensure
appropriate and stablebusiness activities Mitigating reputationalrisks
 Creating synergy fromenvironmental
conservation activities
 Providing an efficientand robust labor
practices modelMateriality

Priority

Goal

Value Created Revitalizing local
economies Improving Japan’s Build a business model
Building strong
global competitivenessthat accelerates theCommunitycommunities throughthrough regional
revitalization of local
co-creation
revitalization
economies Building a foundation for
co-creation of asustainable society*3 Decent work: Work that dignity, equality, fair income, and safe working conditions. This is a goal set by the ILO(International Labor Organization), and is also implemented in the SDGs and the Japanese government’s
strategy.

37

Examples of major initiatives for our materialities
Materiality

Environment
Goal*1

Energy and Climate

Priority

Carbon neutrality

Carbon neutrality by 2050 *1

Emissions from the Yamato Group: Scope 1 (direct emissions) and Scope 2 (indirect emissions
from use of electricity and other forms of power)

Shifting to low-carbon vehicles
The Yamato Group is promoting greenhouse gas (GHG) emissions reduction by monitoringenergy consumption, conducting analysis, and taking a variety of measures including shifting
to low-carbon vehicles such as hybrid vehicles and electric vehicles (EV), and using
electrically power assisted bicycles and hand-pushed trolleys for pickup and delivery services
in urban areas. Although we own 33,146 low-emission vehicles as of March 2020, since thefiscal year ended March 31, 2020, we have been gradually introducing 500 small-sizedcommercial-use EV, which can be driven without a medium-sized vehicle driver’s license.
Going forward, to accelerate the efficiency of home deliveries and CO2 emission reductions,
we will proactively promote the development and introduction of next-generation mobility,
including EVs, with the aim of introducing around 5,000 such vehicles, which is half of oursmall-sized pickup and delivery vehicles, by 2030.
Making trunk-route transportation more efficient and promoting cooperative transport
The Yamato Group is reducing CO2 emissions by making trunk-route transportation to major
cities more efficient and introducing the Super-Full Trailer SF25 (a 25-meter-long connectedtrailer) which helps reduce the workload of long-distance transportation drivers. Since March
2020, we have increased the area covered by these trailers from the previous Kanto(Kanagawa Prefecture) to Kansai (Osaka Prefecture) route to extend as far as Kyushu(Fukuoka Prefecture). We are also conducting joint trunk-route transportation with otherlogistics companies using the Super-Full Trailer SF25. As this initiative was accredited by the
Ministry of Land, Infrastructure, Transport and Tourism (MLIT) in March 2019 under a law
relating to logistics efficiency, it qualifies for subsidy aimed at improving efficiency. Goingforward, the Group will continue to contribute to the greater efficiency of transportation and areduction in fuel consumption for the industry as a whole.

38

Materiality

Community

Priority

Building strong communities
through co-creation

SocialGoal

Build a business model that accelerates the revitalization of
local economies

Providing lifestyle support utilizing locations in the community
Amid the declining birthrate and aging population, the population of Japan is centralizing incertain urban areas while thinning out in regional communities. In such communities, it isanticipated that community members will face various lifestyle-related issues going forward
due to the rapid progression of the aging population. Leveraging its management resources,
the Yamato Group has been operating the “Nekosapo lifestyle support service” since April
2016 to provide more comfortable lives for the people living in Tokyo’s Tama New Town area.
We also opened “Nekosapo Station Terrace Mall Matsudo” at Terrace Mall Matsudo, alarge-scale retail facility in Chiba Prefecture, in October 2019. Despite the aging of its
population in the large-scale housing complex area established in the 1960s, Matsudo City
has become popular among dual-income households and families raising children in recent
years due to its easy access to central Tokyo. We are promoting urban development with theaim of enabling community members of all ages to live comfortably and with peace of mind.
We have been collaborating with local governments, local companies, etc. to provide
lifestyle-related services, including providing support for housework and shopping needs onbehalf of local residents, with the aim of being a community base that connects a variety ofgenerations living within the community.
Promoting “combined passenger-cargo” operations to improve lifestyle services for
local residents
Yamato Transport Co., Ltd. has been conducting “combined passenger-cargo” operations
with the goal of improving lifestyle-related services for local residents by maintaining bus
networks and increasing the efficiency of logistics in various regions nationwide. It is also
promoting the stimulation of economies of local regions while improving convenience fortourists by providing a “hands-free travel” service using this initiative in a portion of tourist
areas. In February 2020, we launched a “combined passenger-cargo” service for making
TA-Q-BIN deliveries via bus routes operated by Kokusai Kogyo Company Limited in Hanno,
Saitama Prefecture. While factors such as a declining population have reduced passenger
numbers, making it difficult to maintain existing bus routes, this initiative has created a newsource of revenue for Kokusai Kogyo Company Limited in delivering TA-Q-BIN parcels while
also reducing the hours that sales drivers of Yamato Transport Co., Ltd. spend driving, freeing
up time which they can use to improve service quality by enhancing communication withcustomers. Furthermore, it also contributes to a reduction in CO2 emissions. Going forward,
we will continue to revitalize local communities and find solutions for issues faced by regions
such as those with aging and declining populations.

39

(2)

Issues to Be Addressed

As a social infrastructure provider, the Yamato Group will confront social issues. In order tocontinuously contribute to the realization of a prosperous society by creating a “new logistics
ecosystem” that meets the needs of customers and society, we will tackle the issues below
based on our transformation plan “YAMATO NEXT100,” which has been formulated as a
grand design and is the framework for management over the medium to long term.
(i)

(ii)

(iii)

(iv)

(v)

(vi)

In response to the spread of COVID-19 and to ensure that customers can use TA-Q-BIN
with peace of mind, we are making sure that employees practice full hygiene
management, implementing contact-free deliveries and other infection prevention
measures when interacting with customers, and using our website and other channels
to share information. We will strive to continue providing logistics services, including
TA-Q-BIN, with the safety of customers and employees as the top priority.
In order to further enhance a management structure that enables us to confront
customer and social needs, we will reorganize from our current structure based onfunctions to a new structure that is based on four customer segments (Retail, Regional
Corporate, Global Corporate, and EC), and we aim to realize management that can
carry out timely responses centered on the perspective of our customers by reducing
the distance between management and our frontline personnel to realize swift decision
making. We will also continue to carry out measures to strengthen Group governance,
including inspecting all of the Group’s products and services, monitoring the operationof the whistle-blower system, and implementing ethics education for employees, withthe aim of enhancing sound Group management.
In order to promote “Inclusive Management” that enables frontline personnel to focus
more on our customers, we will shift to a data-driven management style. We will
advance the digital transformation of our TA-Q-BIN service to realize a stable revenue
base for the service and create an environment that allows sales drivers to spend moretime for providing services for customers. We will use data analysis and AI to improve
the accuracy of demand and operating amount forecasts, optimize and standardize ourtransport and delivery process and overall operations, and increase the productivity ofcollections, deliveries, and trunk-route transportation. At the same time, we aim toincrease the productivity of sorting operations over our entire logistics network byintroducing a sorting system that uses digitalization and robotics to innovate existing
sorting processes.
In response to social needs, we will work toward the establishment of an EC(e-commerce) ecosystem which capitalizes on the high growth potential of the EC
market by creating a logistics service that caters specifically to the shift to EC in various
industries. Through co-creation with EC businesses and logistics operators, we can
combine external delivery resources with the Yamato Group’s bases and digitalfoundation to provide an EC delivery service that meets the various needs of EC
businesses, customers, and deliverers, while building an open digital platform thatcollectively controls all processes, including ordering, transportation, deliveries,
inventory management, settlement, and returns.
In order to strengthen corporate logistics business with the aim of realizing new growth,
we will combine the Group’s management resources for corporate business, such as
specialist human resources at each Group company, logistics and distribution functions,and the trunk-route transportation network connecting our distribution centers, topromote customer-orientated account management while also continuing to strengthen
management of our businesses that involve global operations. We will also build a
database to strengthen our ability to propose corporate logistics solutions based onhighly accurate, real-time information and develop solutions that optimize the entire
supply chains of our corporate clients.
We will strike a balance between sustainable growth and the development of asustainable society by promoting sustainability initiatives and practicing management
embodying the environment and society. Under “Connect. Deliver the Future via Green40

Logistics” and “Through Co-Creation and Fair Business Activities, Help Create a Society
That Leaves No One Behind,” our two visions for a sustainable future, we will achievelogistics that are friendly to the environment, society, and economy by attentively
connecting people, resources, and data, and making transportation more efficient.
(vii) We will bring about an employee-friendly, rewarding working environment where
employees can take a vibrant approach to work, heighten employee satisfaction, andbecome a company where a diverse range of talent will choose to work by continuing
initiatives such as building appealing personnel systems, adopting a performance
evaluation scheme that facilitates a vibrant approach to work by rewarding employee
independence and autonomy, and re-establishing an educational system.
Through the Group’s unified efforts, Yamato will create greater corporate value.
We look to the continued understanding and support of our shareholders and investors.

41

(3)

Business Performance and Changes in Financial Position(Millions of yen)
FY2017/3
nd152

FY2018/3
rd
153

FY2019/3th154

FY2020/3th155

1,466,852

1,538,813

1,625,315

1,630,146

Profit attributable to owners of the Parent

18,053

18,231

25,682

22,324

Basic earnings per share (Yen)

45.37

46.24

65.14

56.78

Total assets

1,114,672

1,114,870

1,123,659

1,100,739

Net assets

545,559

557,586

573,388562,835

Net assets per share (Yen)

1,367.51

1,395.74

1,435.15

1,441.20

Item
Operating revenue

Note: Basic earnings per share is calculated based on the average number of shares outstanding in each fiscal
year and net assets per share is calculated based on the total number of shares outstanding at the end ofeach fiscal year.

(4)

Delivery Volume of Small Parcels(Million parcels / units)
FY2017/3
nd152

FY2018/3
rd
153

FY2019/3th154

FY2020/3th155

TA-Q-BIN

1,867

1,836

1,803

1,799

Kuroneko DM-Bin

1,542

1,464

1,211

987

Item

(5)

Principal Business Activities

The Yamato Group is active in the following business areas:
Business area

Content of business

Delivery

Small parcel delivery services for the general public and corporations
centering on TA-Q-BIN (door-to-door parcel delivery, Kuroneko DM-Bin, anddomestic air cargo transport business, etc.)

BIZ-Logistics

Logistics services for corporations (logistics, medical products distribution
services, maintenance support service, recall support service, international
intermodal transportation service, and overseas lifestyle support services,
etc.)

Home Convenience

e-Business

Financial

Autoworks

Other

Lifestyle support services for individual customers, business support services
for corporate customers (pickup, delivery and installation of household goods
and electric appliances, moving and lifestyle support services, andmerchandising services, etc.)
Outsourcing services for information processing and information systemdevelopment business (system development, sales of system package
solutions, distribution information services, and information security service,etc.)
Settlement services and financial products targeting business customers andgeneral consumers (TA-Q-BIN Collect service, Internet total settlement
service, business-to-business logistics settlement service and comprehensive
lease services, etc.)
Collective vehicle management agent business for transportation companies(vehicle maintenance business, fuel sales, and nonlife insurance agent
business, etc.)
Business-to-business logistics services by JITBOX Charter and sharedservices, etc.

42

(6)

Capital Expenditure

The capital expenditure for the fiscal year ended March 31, 2020 totaled 64,739 million yen
and the principal components were as follows:(Millions of yen)
Businessarea
DeliveryFinancial(7)

Company
Yamato Transport Co., Ltd.

Yamato Lease Co., Ltd.

Content of investment

Amountinvested

Purchase of vehicles (4,573 units)

15,580Konan Building

4,620

Purchase of vehicles for leasing

23,515

Financing Activities

Not applicable.

(8)

Principal Creditors(Millions of yen)
Outstanding borrowing

Creditors
Mizuho Bank, Ltd.

39,000Sumitomo Mitsui Banking Corporation

20,500MUFG Bank, Ltd.

20,000Note: The above refers to ongoing credit relating to the Financial segment.

(9)

Employees
Business area

Number of employees

Delivery(Persons)
Changes from previous
fiscal year-end

202,770(371)

BIZ-Logistics

8,181

(26)

Home Convenience

4,790

145

e-Business

3,495

(2)

Financial

799

(10)

Autoworks

2,211

47

Other

2,699

37

Total

224,945(180)

Note: The above numbers include 126,201 part timers (a year-on-year decrease of 1,337).

43

(10) Vehicles
Business area

Number of vehicles(Units)Changes from previous
fiscal year-end

Delivery

50,8782,385

BIZ-Logistics

1,016

(10)

Home Convenience

1,553

(289)

e-Business

57

0

Financial

965

239

Autoworks

807

(3)

Other

1,218

(21)

Total

56,4942,301

44

(11) Major Subsidiaries
Business area

Company

Share capital

Ownership(%)(Millions of yen)

DeliveryYamato Transport Co., Ltd.
Okinawa Yamato Transport
Co., Ltd.
Yamato Global Express Co.,Ltd.
Yamato Logistics Co., Ltd.

50,00050

100.00100.001,000

100.001,000

100.00

Yamato Global Logistics
Japan Co., Ltd.

1,880

100.00

YAMATO TRANSPORT
U.S.A., INC.

(Millions of US$)100.00Home
Convenience

Yamato Home Convenience
Co., Ltd.

(Millions of yen)e-BusinessYamato System Development
Co., Ltd.

1,800

100.00Financial

Yamato Financial Co., Ltd.

1,000

100.00Autoworks

Yamato Lease Co., Ltd.
Yamato Autoworks Co., Ltd.

30
30

100.00100.00

BIZ-Logistics

4

100.00480

45Principal business activities
TA-Q-BIN; Kuroneko DM-Bin
TA-Q-BIN, Kuroneko DM-Bin
in Okinawa
Domestic air cargo transportbusiness
Logistics service;
manufacturer recall support
services
Handling of international air
cargo and marine cargo;
import/export customs
clearance services; overseas
lifestyle support services
including international
moving; fine art transportbusiness
Handling of air cargo andmarine cargo, andinternational moving in North
America;
import/export customs
clearance services
Delivery, installation andsetting up of furniture andelectric appliances;moving and lifestyle support
services;
merchandising services
Networking service;research, development,
information, and consulting
services for users ofcomputer systems;
software development,
equipment sales, and online
services
Settlement service forpayment of merchandise
General lease services
Vehicle management service
business;
vehicle maintenance service;
sales of fuel and auto parts;
repair and sales of freezers,
refrigerators andcargo-handling delivery
equipment;
agent services for nonlife
insurance

Business area
Other

Company

Share capital

YAMATO BOX CHARTER
CO., LTD
YAMATO (CHINA) CO., LTD400

Ownership

Principal business activities

100.00Transportation service;
box charter business
Management of regional
operations in East Asia,
business development andmarket research
Management of regional
operations in East Asia,
business development andmarket research
Management of regional
operations in Southeast Asia,
business development andmarket research(Millions of RMB)

50YAMATO INVESTMENT(HONG KONG) LIMITED(Millions of HK$)YAMATO ASIA PTE. LTD.

(Millions of S$)

970

352

100.00100.00100.00Note: On April 1, 2020, Yamato Lease Co., Ltd. was excluded from the scope of consolidation following thetransfer of a portion of its shares held by the Company.
Note: The status of a specified wholly owned subsidiary company as of March 31, 2020 is as follows.
(Millions of yen)Book value of the
Total assets of theCompany
Locationshares in the
Company
Company
Yamato Transport Co.,
16-10, Ginza 2-chome,
239,575
524,956
Ltd.
Chuo-ku, Tokyo(12) Major Offices
Business area
DeliveryCompany

Head office location

Number of offices(stores)

Yamato Transport Co., Ltd.

Chuo-ku, Tokyo

Okinawa Yamato Transport Co., Ltd.

Itoman City,
Okinawa40

Yamato Global Express Co., Ltd.

Minato-ku, Tokyo

305

Yamato Logistics Co., Ltd.

Chuo-ku, Tokyo

86

Yamato Global Logistics Japan Co., Ltd.

Chuo-ku, Tokyo

71

YAMATO TRANSPORT U. S. A., INC.

California, U.S.A.

25

Home Convenience

Yamato Home Convenience Co., Ltd.

Chuo-ku, Tokyo

172

e-BusinessYamato System Development Co., Ltd.

Koto-ku, Tokyo

32

Financial

Yamato Financial Co., Ltd.

Chuo-ku, Tokyo

43

Yamato Lease Co., Ltd.

Toshima-ku,
Tokyo

53

Autoworks

Yamato Autoworks Co., Ltd.

Chuo-ku, Tokyo

106

Other

Yamato Holdings Co., Ltd.

Chuo-ku, Tokyo

1

YAMATO BOX CHARTER CO., LTD

Chuo-ku, Tokyo

61

YAMATO (CHINA) CO., LTD

Shanghai, China

1

YAMATO INVESTMENT (HONG KONG)
LIMITED

Hong Kong

1

YAMATO ASIA PTE. LTD.

Singapore1

BIZ-Logistics

Note: On April 1, 2020, Yamato Lease Co., Ltd. was excluded from the scope of consolidation following thetransfer of a portion of its shares held by the Company.

46

7,376

2. Overview of Shares (As of March 31, 2020)(1) Total Number of Shares Authorized:

1,787,541,000 shares(2) Number of Shares Issued:

411,339,992 shares(3) Number of Shareholders:

52,713 persons(4) Principal Shareholders
Number of shares
owned(Thousands of shares)

Shareholders

Ownership percentage(%)

The Master Trust Bank of Japan, Ltd. (Trust Account)

46,817

12.15

Japan Trustee Services Bank, Ltd. (Trust Account)

30,770

7.99

Yamato Employees’ Shareholding Association

22,265

5.78

Nippon Life Insurance Company

14,7703.83

Meiji Yasuda Life Insurance Company

14,327

3.72

UBS AG LONDON A/C IPB SEGREGATED CLIENT
ACCOUNT
Mizuho Bank, Ltd.

11,2302.92

10,247

2.66

Yamato Trading-Partner Shareholding Association

8,432

2.19

Japan Trustee Services Bank, Ltd. (Trust Account 5)

6,761

1.76

JP MORGAN CHASE BANK 385151

6,233

1.62

Notes: 1.
2.

Although the Company holds 26,124,409 of its own shares as treasury shares, it is excluded from theabove list of principal shareholders.
Ownership percentage is calculated exclusive of own shares.

47

3. Officers and Executives(1) Directors and Audit & Supervisory Board Members
Responsibilities and important concurrent positionsat other organizations

Position

Name

Chairperson of the Board of
Directors

Masaki Yamauchi

Representative Director,
Executive Officer andPresident
Representative Director,
Executive Officer and Vice
President
Representative Director,
Executive Officer and Vice
President
Director

Yutaka Nagao

Director

Mariko Tokuno

Director

Yoichi Kobayashi

Director

Shiro Sugata

Full-time Audit & Supervisory
Board Member
Full-time Audit & Supervisory
Board Member
Audit & Supervisory Board
MemberAudit & Supervisory Board
MemberYoshihiro Kawasaki

Notes:

Haruo Kanda

Responsible for overseeing Management, Assistantto President, responsible for Shared Value Creation
and Internal Audit
Responsible for overseeing Managing Section

Kenichi Shibasaki

Masakatsu Mori

Senior Advisor of the International University ofJapan (IUJ)
Outside Director of Stanley Electric Co., Ltd.
Outside Director of Kirin Holdings Company, Limited
Outside Director of Happinet Corporation
Outside Director of Mitsubishi Materials Corporation

Special Corporate Advisor of USHIO INC.
Outside Director of JSR Corporation
Outside Director of Yokogawa Electric Corporation

Mamoru Matsuno
Hiroyuki Kanae
Takashi Yamashita

Partner of Anderson Mori & Tomotsune
Attorney at law
Representative of Takashi Yamashita CPA OfficeOutside Director of Shin Nippon Biomedical
Laboratories, Ltd.

1. Masakatsu Mori, Mariko Tokuno, Yoichi Kobayashi and Shiro Sugata serve as Outside Directors.
2. Hiroyuki Kanae and Takashi Yamashita serve as Outside Audit & Supervisory Board Members.
3. The Company appoints all Outside Directors and Outside Audit & Supervisory Board Members as
independent officers provided under the provisions of the Tokyo Stock Exchange, Inc. and registers
the individuals as such with that exchange.
4. Mamoru Matsuno, Audit & Supervisory Board Member, possesses considerable insight into financeand accounting related matters through his experience in internal auditing duties over many years.
5. Hiroyuki Kanae, Audit & Supervisory Board Member, possesses considerable insight into finance andaccounting related matters through his services as an attorney.
6. Takashi Yamashita, Audit & Supervisory Board Member, is a qualified Certified Public Accountant andTax Accountant, and possesses considerable insights into finance and accounting related matters.
7. Yoichi Kobayashi, Director, resigned from his position as Vice Chairman of ITOCHU Corporation on
June 30, 2019.
8. Hiroyuki Kanae, Audit & Supervisory Board Member, holds an important concurrent position atAnderson Mori & Tomotsune, a law firm that provides legal consultation services to the Company.
However, the total value of these services during the current fiscal year was less than 0.1% of
operating revenue.
There are no significant relationships between the Company and the other organizations whereconcurrent positions are held by other Outside Directors and Outside Audit & Supervisory Board
Members.
9. On March 1, 2020, there were changes in responsibilities as follows:48

Position
Representative
Director,
Executive Officer
and Vice President
Representative
Director,
Executive Officer
and Vice President

Name

BeforeAfter

Haruo Kanda

Responsible for overseeing
Management, Assistant to
President, responsible for
Regional Co-creation Project

Responsible for overseeing
Management, Assistant to
President, responsible for
Shared Value Creation andInternal Audit

Kenichi
Shibasaki

Supervisor of ESG Strategy,
Marketing Strategy, Public
Relations Strategy, Financing
Strategy, Investor Relations
Strategy, and Legal Strategy, andresponsible for Internal Audit

Responsible for overseeing
Managing Section(2) Limited Liability Agreements
The Company’s Articles of Incorporation allow for the conclusion of agreements with Directors(excluding Executive Directors, etc.) and Audit & Supervisory Board Members limiting liability
stipulated in the Companies Act, Article 423, paragraph (1). Thus, the Company has
concluded Limited Liability Agreements with Directors, Masakatsu Mori, Mariko Tokuno,
Yoichi Kobayashi and Shiro Sugata, and all Audit & Supervisory Board Members based on the
Articles of Incorporation. The amount of liability allowed for in those agreements is as per theminimum amount of liability provided for under the Companies Act, Article 425, paragraph (1).

(3) Amount Paid as Remuneration to Directors and Audit & Supervisory Board
Members1) Total Amount Paid as Remuneration
Position

Number paid

Amount paid

Persons

Millions of yen

Remarks

Directors

10418

Including 58 million yen for 5 Outside Directors

Audit &
Supervisory
Board Members

570

Including 22 million yen for 2 Outside Audit &Supervisory Board Members

Total

15

488

2) Policies Related to Methods for Calculation and Determination of Officer
Remuneration
To ensure the objectivity and transparency of policies for determining officer remuneration,
deliberations are conducted through the Nomination and Compensation Committee, morethan half of whose members are outside directors, with the Board of Directors making
resolutions.
Director remuneration comprises fixed remuneration that reflects external standards andperformance-based amounts. In addition, a certain percentage of their remuneration isallocated to purchase shares of Company through the Officers and Executives’ Shareholding
Association. The remuneration of Audit & Supervisory Board Members and outside officers isfixed in keeping with the nature of their work.

49

(4) Outside Officers
Principal Activities
Position

Name

Director

Masakatsu Mori

Director

Mariko Tokuno

Director

Yoichi Kobayashi

Director

Shiro Sugata

Audit &
Supervisory
Board Member

Hiroyuki Kanae

Audit &
Supervisory
Board Member

Takashi Yamashita

Principal activities
Attended all 16 meetings of the Board of Directors held in the fiscal
year under review, and provided necessary comments and advice on
overall management as appropriate from his perspective as amanager with rich experience and profound critical insight.
Attended all 16 meetings of the Board of Directors held in the fiscal
year under review, and provided necessary comments and advice on
overall management as appropriate from her perspective as amanager with rich experience and profound critical insight.
Attended all 16 meetings of the Board of Directors held in the fiscal
year under review, and provided necessary comments and advice on
overall management as appropriate from his perspective as amanager with rich experience and profound critical insight.
Attended all 12 meetings of the Board of Directors held after June 25,
2019 when he was appointed as Director, and provided necessarycomments and advice on overall management as appropriate fromhis perspective as a manager with rich experience and profoundcritical insight.
Attended all 16 meetings of the Board of Directors held in the fiscal
year under review, and offered necessary comments based on his
expertise and rich experience as an international attorney.
Furthermore, he attended all 19 meetings of the Audit & Supervisory
Board held in the fiscal year under review, as well as regularexchanges held between the Representative Director and President
and the Audit & Supervisory Board Members. He submitted
questions mainly concerning foreign operation risk, and examinedthe execution of the Directors’ duties.
Attended 14 of 16 meetings of the Board of Directors held in thefiscal year under review, and offered necessary comments based on
his expertise and rich experience in finance and accounting.
Furthermore, he attended all 19 meetings of the Audit & Supervisory
Board held in the fiscal year under review, as well as regularexchanges held between the Representative Director and President
and the Audit & Supervisory Board Members. He submitted
questions mainly concerning finance and accounting, and examinedthe execution of the Directors’ duties.

50

4. Accounting Auditor(1) Name

Deloitte Touche Tohmatsu LLC(2) Amount Paid as Remuneration to Accounting Auditor for the Fiscal Year
(Millions of yen)Type of remuneration

Amount paid

(1) Remuneration paid or payable to the Accounting Auditor concerning
the operation prescribed in the Certified Public Accountant Act, Article
2, paragraph (1)266(2) Remuneration other than (1)16(3) Remuneration to be paid to the Accounting Auditor by the Company
and subsidiaries

282

Note: The Audit & Supervisory Board furnished its consent with respect to remuneration payable to the
Accounting Auditor upon having verified as necessary content of the Accounting Auditor’s audit plan,
circumstances with respect to performing duties of the accounting audit, the basis for calculating estimatesof the remuneration and other such details.

(3) Policy on Dismissal or Non-Reappointment of Accounting Auditor
If the Company’s Audit & Supervisory Board recognizes a fact about the Accounting Auditor,
as the Company’s accounting auditor, that falls under the matters prescribed in each item of
Article 340, paragraph (1) of the Companies Act, it shall deliberate on the dismissal of the
Accounting Auditor based on the fact, and dismiss the Accounting Auditor based on theconsent of all members of the Audit & Supervisory Board.
If the Company’s Audit & Supervisory Board recognizes a fact deemed to show that the audit
quality and other standards of the Accounting Auditor, as the Company’s accounting auditor,
are insufficient for performing audit services, it shall deliberate on the non-reappointment of
the Accounting Auditor based on the fact, and resolve on an agenda item for thenon-reappointment of the Accounting Auditor to be submitted to the General Meeting of
Shareholders.

(4) Non-Audit Services
The Company entrusts the Accounting Auditor with advisory services, etc. for the Group’s
reorganization as non-audit services outside the scope of services prescribed in the Certified
Public Accountant Act, Article 2, paragraph (1).

51

5. Corporate Governance and Company Policy, and Operational
Status(1) Corporate Framework Ensuring that Execution of Duties by Directors of theCompany Complies with Laws and Regulations and the Articles ofIncorporation, and Other Systems for Ensuring the Proper Business
Operation of the Corporate Group Consisting of the Company and its
Subsidiaries
In accordance with the Companies Act and the Regulation for Enforcement of the Companies
Act, the Company has established Policy to develop its internal control system.
1)

Corporate framework ensuring that execution of duties by directors of the Company
complies with laws and regulations and the Articles of Incorporation, and other systems
for ensuring the proper business operation of the corporate group consisting of theCompany and its subsidiaries
i. To ensure that execution of duties by directors of the Company complies with laws
and regulations and the Articles of Incorporation, and to ensure the proper business
operation of the Company and each Group company, the Company has establishedthe “Group Corporate Philosophy” and the “Statement of Compliance.” The
Representative Director of the Company is responsible for ensuring that these two
directives are fully understood by directors of the Company and each Group
company. At the same time, directors shall perform their businesses in accordancewith these directives.
ii. To ensure that the above directives are fully understood, the Company establishes“Compliance and Risk Committee” headed by the executive officer who oversees theGroup’s compliance framework and shall monitor the undertaking of the Group-wide
compliance and risk management. The Head of the committee shall monitor
compliance at the Company and each Group company and report the situation to theBoard of Directors of the Company.
iii. The Company shall develop a whistle-blower system for the Group to allow
employees to report any compliance violations by directors of the Company and eachGroup company.
iv. In the “Corporate Stances” of the “Group Corporate Philosophy,” the Company
declares it shall have no relationship with antisocial forces, and shall station
employees to perform related businesses in the CSR Department of the Company
and each Group company. The CSR Department makes systematic efforts incollaboration with outside specialized institutions, such as police and attorneys, toprevent antisocial forces from being involved in management and prevent possible
damage caused by antisocial forces.

2)

Framework for storing and managing information related to execution of duties bydirectors of the Company
Directors of the Company shall prescribe the retention period of the documents and thedivision in charge in the organization regulations and basic regulations on document
management and prepare, store and manage the material documents in relation to the
execution of duties by directors and minutes of each meeting.

3)

Policy and framework for managing risks of loss of the Company and its subsidiaries
i. The Company shall assign an executive officer (to serve concurrently as an
executive officer in charge of overall compliance management) to oversee
Group-wide risk management. Employees shall be stationed to perform related
businesses in the CSR Department of the Company and each Group company.

52

ii. The Company shall develop a “Risk Management Basic Policy” as the basis of risk
management. Each Group company shall also develop a “Risk Management Basic
Policy” on the basis of this policy.
iii. A key business segment representative company which shall play the primary role in
the Group companies, and large companies under the Companies Act, shallestablish a division in charge of risk management, and assign an officer in charge ofthe same. The CSR Department of the Company shall oversee this, and monitor andmanage risk status at each Group company in a timely manner.
iv. The Company shall establish the Internal Audit Department to audit theimplementation status and the effectiveness of risk management at the Company
and each Group company.
4)

Framework ensuring the efficiency of execution of duties by directors of the Company
and its subsidiaries
i. The Company shall adopt the executive officer system in order to realize theefficiency of the management and the clarification of responsibility through the clear
division of management decision-making, supervision and execution.
ii. The Company shall hold the Board of Directors Meeting more than once a month. In
addition, material matters to be deliberated at the Board of Directors Meeting shall be
discussed and examined at the management committee comprising full-time
directors, executive officers, and full-time audit & supervisory board members.
iii. The Company shall define in the organizational regulations the procedure and theofficer in charge with respect to the business operation based on the resolution of theBoard of Directors and at the management committee of the Company as well as theresolution of each Group company’s Board of Directors.

5)

Framework ensuring that execution of duties by directors and employees of theCompany and its subsidiaries complies with laws and regulations and the Articles ofIncorporationi. To realize management in conformity with compliance at the Company and eachGroup company, the Company and each Group company shall formulate “Corporate
Stances” and “Employee Credo of Conduct” as directives applicable to all employees.
The documents shall be distributed and training implemented.
ii. A key business segment representative company which shall play the primary role in
the Group companies, and large companies under the Companies Act, shallestablish a division in charge of compliance promotion, and assign an officer incharge of the same. The CSR Department of the Company shall oversee this, andmonitor and manage compliance promotion status at each Group company in atimely manner.
iii. The Company shall establish the Internal Audit Department to audit theimplementation status and the effectiveness of compliance at the Company and eachGroup company.
iv. The Company shall hold “Compliance and Risk Committee” meetings regularly todevelop and promote specific measures to ensure compliance and monitor the
progress at the Company and each Group company.
v. The Company shall establish a whistle-blower system for the Group to develop an
environment in which compliance violations are promptly reported.

6)

Framework ensuring the proper business operation of the corporate group consisting of
the Company and its subsidiaries
i. To ensure the proper business operation of the Company and each Group company,
the Company shall establish “Group Corporate Philosophy.” The Company and each
53

Group company shall formulate their company rules and execute business
operations accordingly.
ii. The Company shall assign an executive officer to be in charge of basic strategy forGroup-wide management, and station employees to perform related businesses at
the Management Strategy Department at the Company and each Group company.
iii. The Company, as a pure holding company, shall be responsible for the planning andcontrol of each Group company’s operation in accordance with the executive
management contract that prescribes the management duties that the Company will
execute with respect to each Group company.
iv. Each Group company shall execute business operations in accordance with the
management policy formulated by the Company, and shall obtain the approval of theCompany’s Board of Directors Meeting or the management committee in advance,
when executing material matters. In addition, all material management matters shallbe reported to the Company’s related division.
7)

Appointment of supporting personnel, when audit & supervisory board members of theCompany request such personnel
The Internal Audit Department shall provide support to audit & supervisory board
members and personnel shall be appointed when deemed necessary in consultation
with the Audit & Supervisory Board.

8)

Securing independence of the personnel in the preceding item from directors andeffectiveness of instructions from audit & supervisory board members
The personnel in the preceding item cannot hold a concurrent position that has theduties of planning or control of business operations. Accordingly, reassignment,
evaluation, or disciplinary action against the supporting personnel requires the approvalof the Audit & Supervisory Board in advance.

9)

Framework for reporting to audit & supervisory board members by directors andemployees of the Company and framework for reporting to audit & supervisory board
members of the Company by directors, audit & supervisory board members andemployees of subsidiaries, or those who have received reports from the said persons
i. In addition to matters designated by law, directors and employees of the Company
and directors, audit & supervisory board members and employees of each Group
company shall report the following to audit & supervisory board members of theCompany without delay.
a. Material violations of laws and regulations and the Articles of Incorporation as well
as misconduct, by directors or employees
b. Crucial information obtained through whistle blowingc. Other facts that threaten to cause significant losses to the Company and eachGroup company
ii. The Company and each Group company shall create a framework to ensure that
persons who have reported to audit & supervisory board members of the Company
and each Group company are not treated disadvantageously because of the said
report.

10) Policy on procedures for advance payment or reimbursement of expenses incurred in
the execution of duties by audit & supervisory board members of the Company, andother expenses incurred in the said execution of duties, or handling of debts
The Company shall develop a policy regarding the handling of audit expenses andsecure a budget of a certain amount to cover audit expenses.

5411) Framework ensuring the effectiveness of auditing by audit & supervisory board
members of the Company
i. In addition to the Board of Directors Meeting, audit & supervisory board members of
the Company may attend other important meetings, including those of the
management committee and the executive conference, and understand the processof important decision-making and status of business operation, and provide
necessary opinions.
ii. The Company shall establish regular meetings between audit & supervisory board
members and the representative director to exchange opinions.
iii. The Internal Audit Department of the Company shall report progress and results ofinternal audits of the Company and each Group company as necessary to audit &supervisory board members to realize a collaborative framework for effective audits.
iv. Audit & supervisory board members of the Company and each Group company shallexchange information and enhance collaboration throughout the Group at Group
Audit & Supervisory Board Members’ Liaison Meetings.
v. The Company shall establish a liaison office for the Audit & Supervisory Board andGroup Audit & Supervisory Board Members’ Liaison Meetings in the Internal Audit
Department of the Company to promote efficient audits by audit & supervisory board
members of the Company and each Group company.
vi. The Company shall receive explanations on the contents of its accounts from the
Accounting Auditor as needed and exchange information to realize a collaborative
framework for effective audits.

(2) Operational Status of Systems for Ensuring Proper Business Operations
Details are provided as follows on the operational status of systems for ensuring proper
business operations.
1)

Execution of duties by directors
The Board of Directors holds 16 meetings which are attended by the directors and audit& supervisory board members. Those in attendance adopt resolutions on individual
proposals in accordance with decision-making standards, and also discuss matters andmake resolutions with respect to issues of managerial importance encompassing areas
such as growth strategy, investment, capital management policy and human resources
strategy.

2)Compliance
The “Compliance and Risk Committee” meets once every quarter, with such meetings
attended by the Company’s executive officers in charge of ESG strategy, full-time audit& supervisory board members, outside attorneys at law, and managers in charge ofcompliance of major Group companies, and oversees Group-wide compliance initiatives
across the organization.
The Company has developed mechanisms for a whistle-blower system for the Group toallow employees to report compliance violations of the Company and each Group
company.
In order to raise awareness of compliance issues and call attention to such matters, allbusiness offices of the Company and each Group company display “Statement ofCompliance” posters which declare their vow to observe laws and regulations andcorporate ethics.

55

In addition, the Company has been taking steps to ensure that everyone is well awarethat all ties with antisocial forces must be rejected. To that end, such matters have been
stipulated in the “Group Corporate Philosophy” which outlines the Yamato Group’s
responsibilities to society and its stance toward issues in that regard, and furthermore
pamphlets detailing such content are distributed to all employees of the Company andeach Group company.
Additionally, in order to forge a robust corporate culture, the Company is working toestablish a comfortable working environment for employees through initiatives such as
reviewing management rules on working hours and creating new working styles, andimplement “Work Style Reform” throughout the entire Group.
3)

Risk management
Managers in charge of compliance and risk oversight are stationed at the Company andeach Group company, and have been developing systems to address risk in a swift andharmonious manner.
When an emergency arises, the Company’s executive officers in charge of ESG
strategy, and its full-time audit & supervisory board members, are notified of thesituation without delay, through a Group-wide system for ensuring availability of
up-to-the-minute details on emergency matters.
In addition, the Company’s “Compliance and Risk Committee” considers key risks bysharing examples of such risks and discussing related measures.

4)

Audit structure
The Internal Audit Department of the Company and internal audit departments of majorGroup companies respectively check to make sure that business operations are being
performed effectively in accordance with the rules, and they accordingly develop
frameworks to immediately rectify matters when aberrations are found to exist.
Moreover, audit & supervisory board members of the Company and full-time audit &supervisory board members of each Group company hold monthly Group Audit &Supervisory Board Members’ Liaison Meetings. In so doing, they collaborate by sharing
information, and effectively monitor operations in a manner that is coordinated withGroup management.

(3) Policy on Decision of Appropriation of Surplus
As a pure holding company, the Company conducts its business with the goal of maximizing
the entire Group’s corporate value. Accordingly, with respect to the appropriation of surplus,
the Company’s policy is to pay dividends with the goal of having a payout ratio of 30% of profit
attributable to owners of the Parent. Retained earnings are used to facilitate the growth of theGroup as a whole through capital expenditure—to strengthen the network, one of ourmanagement resources, and develop new businesses and products, for example—andinvestments are aimed at raising the corporate value in the future. Finally, the use of treasury
shares is strategically positioned for flexible utilization, such as M&A, as a part of our capital
policy.

56

Consolidated Balance Sheet(As of March 31, 2020)(Millions of yen)

AssetsLiabilities

Cash and deposits

542,884
197,226

Notes and accounts payable - trade408,811147,081

Notes and accounts receivable - trade
Accounts receivable - installment

213,980

Short-term borrowings

75,50046,088Current portion of bonds payable

10,000

Lease receivables and investments inleasesInventories

53,886

Lease obligations

3,578

4,215

Income taxes payable

20,377

Other

28,925

Deferred installment income

5,028

Allowance for doubtful accounts(1,439)Provision for bonuses

35,866

Other

111,379

Current assets

Non-current assets
Property, plant and equipment

Current liabilities

557,855
423,835

Non-current liabilities

129,093

Buildings and structures

153,561Long-term borrowings

14,000Machinery and equipment

21,835

Lease obligations

21,760

Vehicles

20,831

Deferred tax liabilities

2,064

Land

175,158

Retirement benefit liability

79,230

Leased assets

22,759Other

12,037

Construction in progress

6,417

Total liabilities

537,904

Other

23,270Intangible assets

20,965

Net assets

Software

18,182

Shareholders’ equity

551,024

Other

2,782

Share capital

127,234

Investments and other assets

113,054

Capital surplus

36,813

Investment securities

40,310Retained earnings

441,746

Long-term loans receivable

5,723

Treasury shares(54,770)

Leasehold deposits

18,670Retirement benefit asset

123

Accumulated other comprehensive
income

8,157

4,176

Valuation difference on available-for-salesecurities
Foreign currency translation adjustment(1,562)Remeasurements of defined benefit plans(3,692)

Deferred tax assets

45,611Other
Allowance for doubtful accounts

Non-controlling interests
Total net assets
Total assets

4,148

1,100,739

57

Total liabilities and net assets

(317)
7,662
562,835
1,100,739

Consolidated Statement of Income(From April 1, 2019 to March 31, 2020)(Millions of yen)
Operating revenue

1,630,146

Operating cost

1,526,102

Operating gross profit

104,043

Selling, general and administrative expenses

59,342

Operating profit

44,701Non-operating income
Interest and dividend income

1,095

Other revenue

1,281
2,377

Non-operating expenses
Interest expenses

422

Share of loss of entities accounted for using equity method

4,168

Other

1,861
6,452

Ordinary profit

40,625Extraordinary income
Gain on sales of non-current assets

7,954

Gain on sales of investment securities

1,299

Other

8
9,262

Extraordinary losses
Loss on retirement of non-current assets

424

Impairment loss

990

Loss on valuation of investment securities

2,347

Loss on liquidation of business

1,206

Other

338
5,306

Profit before income taxes

44,581

Income taxes-current

23,025

Income taxes-deferred(1,346)
21,678

Profit22,902

Profit attributable to non-controlling interests

578

Profit attributable to owners of the Parent

22,32458

Consolidated Statement of Comprehensive Income(From April 1, 2019 to March 31, 2020)(Millions of yen)
Profit22,902Other comprehensive income
Valuation difference on available-for-sale securities(4,927)

Foreign currency translation adjustment

198

Remeasurements of defined benefit plans, net of tax(613)

Share of other comprehensive income of entities accounted for using equity method(273)

Total other comprehensive income(5,616)Comprehensive income

17,285(Breakdown)Comprehensive income attributable to owners of the Parent
Comprehensive income attributable to non-controlling interests

59

17,091
194

Consolidated Statement of Changes in Equity(From April 1, 2019 to March 31, 2020)(Millions of yen)
Shareholders’ equity
Share capital
Balance as of April 1, 2019
Cumulative effects of changes in accounting
policies
Restated balance

CapitalsurplusRetainedearnings

Total
shareholders’equityTreasuryshares127,234

36,813

431,497

127,234

36,813

430,856(39,085)

556,459(39,085)

555,819

(640)

(640)

Changes during period
Dividends of surplus(11,433)

Profit attributable to owners of the Parent

22,324

22,324Purchase of treasury shares
Disposal of treasury shares(11,433)(15,685)(15,685)

(0)

(0)

0

0

–

(0)

10,890(15,684)(4,794)

127,234

36,813441,746(54,770)551,024

Net changes in items other thanshareholders’ equity
Total changes during period
Balance as of March 31, 2020

(Millions of yen)
Accumulated other comprehensive income
Total
Valuation
Foreign
Remeasureaccumulateddifference on
currency
ments ofother
available-for-s translation
definedcomprehenale securities adjustment benefit plans
sive income
Balance as of April 1, 2019
Cumulative effects of changes in accounting
policies
Restated balance

12,975(515)(3,078)

9,381

Non-contro
llinginterests

Total net
assets7,547

573,388(640)

12,975(515)(3,078)

9,381

7,547

572,748

Changes during period
Dividends of surplus(11,433)

Profit attributable to owners of the Parent

22,324Purchase of treasury shares(15,685)

Disposal of treasury shares0

Net changes in items other thanshareholders’ equity(4,817)

197

(613)

(5,232)

114(5,118)

Total changes during period(4,817)

197

(613)

(5,232)

114(9,913)

Balance as of March 31, 2020

8,157

(317)

(3,692)

4,148

7,662

562,83560

Notes to Consolidated Financial Statements
1. Basis of Preparation of the Financial Statements(1) Amounts described are rounded down to the nearest million yen.
(2) Scope of Consolidation
1) Number of Consolidated Subsidiaries: 39
Names of major consolidated subsidiaries:
Yamato Transport Co., Ltd.

Okinawa Yamato Transport Co.,Ltd.

Yamato Global Express Co., Ltd.

Yamato Logistics Co., Ltd.

Yamato Global Logistics Japan
Co., Ltd.

YAMATO TRANSPORT U. S. A.,
INC.

Yamato Home Convenience Co., Yamato System Development Co., Yamato Financial Co., Ltd.
Ltd.
Ltd.
Yamato Lease Co., Ltd.

Yamato Autoworks Co., Ltd.

YAMATO BOX CHARTER CO.,LTD

YAMATO (CHINA) CO., LTD.

YAMATO INVESTMENT (HONG
KONG) LIMITEDYAMATO ASIA PTE. LTD.

2) Non-consolidated Subsidiaries, etc.
OTL ASIA SDN. BHD. and certain other subsidiaries are not included within the scope of
consolidation. The total assets, operating revenue, profit, and retained earnings of these
non-consolidated subsidiaries are immaterial and, even taken together as a group, they do
not exert a significant influence on the consolidated financial statements.
(3) Application of Equity Method
1) Number of Affiliates Accounted for Using Equity Method: 19
Names of major equity method affiliates:
GD EXPRESS CARRIER BHD.

Packcity Japan Co., Ltd.

GUANGZHOU WISEPOWER
TRANSPORTATION &DISTRIBUTION GROUP CO.,LTD.

Effective from the fiscal year under review, GEDE ADVISORY INDONESIA and one othercompany were included in the scope of the equity method as GD EXPRESS CARRIER
BHD., an affiliate accounted for using the equity method, newly acquired their shares.
2) Non-consolidated Subsidiaries and Affiliates Not Accounted for Using Equity Method
Entities not subject to the equity method such as OTL ASIA SDN. BHD. and certain othernon-consolidated subsidiaries and YAMATO UNYU (THAILAND) CO., LTD. and certain
other affiliated companies are excluded from the scope of entities accounted for using theequity method because they do not exert a significant influence on the consolidated
financial statements even when taken together as a group, given immateriality of their profit(amount corresponding to the ownership held by the Company), retained earnings (amountcorresponding to the ownership held by the Company) and other financial results.
3)

Special Note on the Application of Equity Method
The fiscal year-end dates of certain entities accounted for using the equity method differ
from the consolidated fiscal year-end date, and accordingly the financial statements havebeen prepared on the basis of the financial statements and provisional financial results forthe respective fiscal years of each of those entities.

61

(4) Closing Date of Consolidated Subsidiaries
Of consolidated subsidiaries, YAMATO TRANSPORT U.S.A., INC., and other ten overseas
subsidiaries have December 31 as their financial year end. Financial statements as of thisclosing date were used in the preparation of the consolidated financial statements. However,the consolidated figures have been adjusted as required to reflect significant transactions
occurring between December 31, 2019 and March 31, 2020 that is the consolidated closing
date.
(5) Accounting Policies
1) Valuation Basis and Methods for Securities
Available-for-sale securities
Securities with fair market value:

Securities without fair market value:

Stated at the fair market value based on thequoted market price as of the fiscal year end(valuation differences are recognized in net
assets; the cost of securities sold is themoving-average method)
Stated at the cost by moving-averagemethod2) Valuation Basis and Methods for Inventories
Stated at the cost by first-in first-out method (for the value stated in the balance sheet, bookvalue is written down based on the decreased profitability)3) Depreciation and Amortization Methods of Non-current Assets
Property, plant and equipment:
Declining-balance method(excluding leased assets)
However, the straight-line method is adopted
for buildings acquired on or after April 1,
1998 (excluding fixtures) and for facilities
attached to buildings and structures acquiredon or after April 1, 2016.
For overseas consolidated subsidiaries’
assets, straight-line method based on
estimated useful lives is adopted.
Intangible assets:(excluding leased assets)

Straight-line method
However, software is amortized by thestraight-line method over the estimateduseful life (five years).

Leased assets:

Straight-line method where the useful life ofleased assets shall be equal to the lease
period and their residual value shall be zero.

624) Accounting Method for Provision
Allowance for doubtful accounts:
The allowance for doubtful accounts is provided to prepare for loss from uncollectible
credits. For ordinary receivables, the amount is estimated using the rate based on thehistorical bad debt experience. For special receivables with higher uncertainty,
collectivity is considered on individual cases, and prospective uncollectible amount isprovided.
Provision for bonuses:
The provision for bonuses is provided for payment of bonuses to employees based on
an amount expected to be paid.
This provision is not applicable for overseas consolidated subsidiaries.
5) Method of Accounting for Retirement Benefitsi.
Method of attributing expected retirement benefit to periods
In calculating the retirement benefit obligations, the straight-line basis is used indetermining the amount of the expected retirement benefit obligation attributed toservice performed up to the end of the fiscal year under review.
ii. Method of recognizing actuarial differences and prior service costs
The entire amount of prior service cost is recognized in profit or loss in the fiscal year
during which it arises.
Actuarial differences are recognized in profit or loss in the year following the year inwhich a respective gain or loss arises, and are amortized proportionally on astraight-line basis over a period (mainly five years), which is within the averageremaining years of service of the eligible employees.
iii. Method of accounting for unrecognized actuarial difference
Unrecognized actuarial difference is accounted for in remeasurements of defined
benefit plans, after adjusting for tax effects, under accumulated other comprehensive
income of net assets.
6) Basis of Revenue Recognition
Deferred installment income
The prorated amounts for the shopping loan service are recognized as income when
the due date comes.
7) Accounting for Consumption Tax and Local Consumption Tax
The tax exclusion method is applied.
2. Changes in Accounting Policies
Certain subsidiaries which apply the International Financial Reporting Standards adopted IFRS 16
Leases (“IFRS 16”) from the fiscal year under review. In line with this adoption, lessees, in principle,
recognize all leases as assets and liabilities on the balance sheet. In applying IFRS 16, retained
earnings have been adjusted for the cumulative effects of changes in accounting policies at the
beginning of the fiscal year under review resulting from the transitional treatment.
In addition, the effect of this application on the consolidated financial statements and per share
information is immaterial.
3. Notes to the Consolidated Balance Sheet(1) Accumulated depreciation of property, plant and equipment:

520,368 million yen(2) Balance of liabilities on guarantee
Guarantee of obligation for debt financing:

175 million yen

4. Notes to the Consolidated Statement of Income
Impairment loss
During the fiscal year under review, the Yamato Group posted an impairment loss on the following
asset group.

Use of asset

Type of asset

Region63(Millions of yen)Amount of impairment loss

Branch and distribution
center and other

Buildings andstructures
Land and others

Trading logistics services
business of Yamato Global
Logistics Japan Co., Ltd.
(Chuo-ku, Tokyo)
Other 16 premises

990

The Yamato Group has grouped the assets based on the classification in managerial accounting
and the unit in making investment decisions, with Yamato Transport Co., Ltd. treating primarily
each regional branch including subordinate branches and all base branches as one unit and theCompany and other consolidated subsidiaries based on the unit of department.
During the fiscal year under review, the Group recognized a continuous decrease in profit and loss
arising from operating activities or significant declines in market prices for the asset groupconsisting of trading logistics services business of Yamato Global Logistics Japan Co., Ltd. and 16
other premises, and it decreased the book value of the relevant asset group to the recoverable
value and posted the relevant decrease of 990 million yen to extraordinary losses as an
impairment loss.
A main breakdown of this decrease shows that 720 million yen was attributable to buildings andstructures, 73 million yen was attributable to land and 66 million yen was attributable to software.
If the recoverable value of such asset group is calculated based on value in use, the amount isvalued by discounting future cash flows with a discount ratio of 4.32%. Where the recoverable
value is calculated based on net realizable value, the amount is valued based mainly on real estateappraisal standards, assessed value of property tax or the posted land price.

64

5. Notes to the Consolidated Statement of Changes in Equity(1) Class and Total Number of Issued Shares and Treasury Shares:(Thousands of shares)

Number of shares asof beginning of fiscal
year under review

Number of increased
shares in fiscal year
under review

Number of decreased
shares in fiscal year
under review

Number of shares asof end of fiscal year
under review

Common shares

411,339––

411,339Total

411,339––

411,339

17,0659,059

026,124

17,0659,059

026,124

Issued shares

Treasury shares
Common shares(Note)

Total

Note: The increase of 9,059 thousand shares of treasury shares of common shares resulted from an increase of
9,058 thousand shares due to the purchase of treasury shares and other increases.
The decrease of 0 thousand shares of treasury shares of common shares resulted from a decrease of 0
thousand shares due to the sale of shares less than one unit.

(2) Dividends
1) Payments of dividends
Resolution

The Board of
Directors Meeting on
May 15, 2019
The Board of
Directors Meeting on
October 31, 2019

Type of shares

Total amount ofdividends

Dividend per
share

Millions of yen

Yen

Record date

Effective date on andafter

Commonshares5,519

14March 31, 2019

June 4, 2019

Commonshares5,914

15September 30, 2019

December 10,
20192) Dividends with a record date that falls within the fiscal year under review but an effective
date starting in the upcoming fiscal year
Resolution

Type ofsharesTotal amountof dividends

Source ofdividend

Millions of yen
The Board of
Directors
Meeting on May
20, 2020

Commonshares10,015

Dividend per
share

Record date

Effective date on
and after

March 31, 2020

June 4, 2020

Yen

Retainedearnings

26

Note: The dividend per share of 26 yen includes a commemorative dividend of 10 yen.

65

6. Notes to the Financial Instruments(1) Matters concerning the status of financial instruments
1) Policy on financial instruments
To finance further business growth, the Yamato Group raises capital through bank loans
and bond issuances based on a facilities investment scheme that includes the network
development plan. One-time surplus funds are invested in safe financial assets. Derivative
products are mainly used for hedging against variable interest rate risk, and no speculativetransactions are undertaken.
Some of the Group’s consolidated subsidiaries are engaged in businesses such as leasing
and third-party credit sales.
2) Features and risks of financial instruments and risk management structure
Operating receivables such as notes and accounts receivable - trade and accounts
receivable - installment carry credit risk of trading partners, and thus the Company
manages and controls cash received, as well as outstanding receivables, for each period to
identify the credit risk of each trading partner.
Regarding investment securities, the Yamato Group mainly holds shares of companies withwhich the Group has business relationships or forms a capital alliance, and such shares
involve the risk of stock price fluctuations.
The majority of operating payables, such as notes and accounts payable - trade, are due
within one year.
Short-term borrowings and long-term borrowings are mainly used to raise capital for theGroup’s financial business. Borrowings are mainly procured at floating rates of interest.
Within the Yamato Group, each Group company controls liquidity risk associated with
operating payables and borrowings by monitoring payments and settlements, bookkeeping,and balances, as well as managing cash positions.
3) Supplemental remarks on the fair value of the financial instruments
The fair value of financial instruments refers to their market value or value reasonably
calculated based on certain assumptions if market value is not available. Therefore, theestimated fair value may vary with different assumptions.

66

(2) Matters concerning fair value of financial instruments
The table below shows the amounts recorded on the consolidated balance sheet as of March
31, 2020, their fair values, and differences between them. Some financial instruments are
excluded because it is extremely difficult to identify their fair value (see Note 5).
(Millions of yen)Amount on the
consolidated balance
sheet(1) Cash and deposits(2) Notes and accounts receivable trade
Allowance for doubtful accounts

Fair value

Difference

197,226–

213,503(424)

39,84144,8084,966

26,466

26,466–

197,226
213,980(52)
213,927(3) Accounts receivable - installment

46,088

Allowance for doubtful accounts(1,218)Deferred installment income[5,028](4) Investment securities
Available-for-sale securities
Shares of subsidiaries andassociates(5) Notes and accounts payable - trade

8,045

9,229

1,183

[147,081][147,081]–(6) Short-term borrowings[75,500][75,497](2)(7) Long-term borrowings[14,000][14,001]1

Notes:

1.
2.
3.
4.

Items recognized as liabilities are shown in square parentheses [ ] both under Amount on the
consolidated balance sheet and Fair value.
Notes and accounts receivable - trade are presented after deducting allowance for doubtful
accounts set up for notes and accounts receivable - trade not payable in the short term.
Accounts receivable - installment is presented after deducting the relevant allowance for doubtful
accounts and deferred installment income.
Method of calculating fair value of financial instruments and other matters concerning securities.
(1) Cash and deposits
Because all deposits are short-term deposits and their fair values are approximately equal totheir book values, fair value is the same as book value.
(2) Notes and accounts receivable - trade
Because notes and accounts receivable - trade are usually settled in a short period and their fairvalues are approximately equal to their book values, fair value is the same as book value. A
portion of notes and accounts receivable - trade are grouped by classification categories andcomputed on the basis of the present value of future cash flow discounted at a rate based on theyield of Japanese Government Bonds.
(3) Accounts receivable - installment
The fair values of accounts receivable - installment are grouped by classification categories andcomputed on the basis of the present value of future cash flow discounted at the rate based onmarket interest rate.
(4) Investment securities
The fair values of listed equity shares in investment securities are based on quoted market
prices.
(5) Notes and accounts payable - trade
As most notes and accounts payable - trade are due within one year and their fair values areapproximately equal to their book values, fair value is the same as book value.
(6) Short-term borrowings and (7) Long-term borrowings
The fair value of short-term borrowings and long-term borrowings is computed as the present
value on the basis of the total amount of principal and interest discounted at the interest rateapplicable to new borrowings carrying the same conditions.

67

5.

Financial instruments whose fair value is extremely difficult to determine(Millions of yen)Amount on the consolidatedbalance sheet

Classification
Investment securities
Shares of subsidiaries and associates

2,162

Others3,636

It is extremely difficult to determine the fair values of these financial instruments because they do nothave quoted market prices and their future cash flow cannot be estimated. Therefore, they are
excluded from (4) Investment securities.

7. Per Share Information(1) Net assets per share(2) Basic earnings per share

1,441.20 yen
56.78 yen68

8. Important Subsequent Matters
Transactions, etc. under common control
At its meeting held on January 23, 2020, the Board of Directors resolved to reorganize theCompany’s management structure from that of a pure holding company to that of an operatingcompany, upon conducting an absorption-type merger and absorption-type company split
involving eight consolidated subsidiaries, including Yamato Transport Co., Ltd., on April 1,
2021.
On the other hand, to avoid problems such as delays in various procedures due to the effect of
the spread of COVID-19, resolutions were made at a meeting of the Board of Directors held on
May 15, 2020 to change the details of absorption-type merger and absorption-type company
split, to remove the Company from the parties of the said reorganization, and to perform
reorganization involving the absorption-type merger and absorption-type company split
between Yamato Transport Co., Ltd., which is a consolidated subsidiary of the Company, andseven consolidated subsidiaries, including Yamato Logistics Co., Ltd. and Yamato Global
Logistics Japan Co., Ltd.
1. Overview of transactions(1) Absorption-type merger in which Yamato Transport Co., Ltd. is the surviving company
1) Names, and contents of businesses, of the companies involved in the businesscombinationi. Surviving company
Name:
Yamato Transport Co., Ltd.
Content of business: Small parcel delivery services for the general public andcorporations (TA-Q-BIN, Kuroneko DM-Bin, etc.)
ii. Disappearing company
Name:
Yamato Global Express Co., Ltd.
Content of business: Small parcel delivery services for corporations (domestic air
cargo transport business, etc.)
Name:
Content of business:

Yamato Logistics Co., Ltd.
Logistics services for corporations (total support services
including logistics, medical products distribution services,maintenance support service, and recall support service)

Name:
Content of business:

Yamato Global Logistics Japan Co., Ltd.
International air cargo service, handling of marine cargo,
import/export customs clearance services, overseas lifestylesupport services including international moving, fine art
transport business

Name:
Content of business:

Yamato Packing Service Co., Ltd.
Packing / cargo transportation services

Name:Content of business:

Yamato Packing Technology Institute Co., Ltd.
R&D and sale of packaging containers and materials

Name:Content of business:

Yamato Financial Co., Ltd.
Settlement services targeting business customers and general
consumers (TA-Q-BIN Collect service, Internet total settlement
service, etc.)

2) Date of the business combination
April 1, 2021 (planned)
3) Legal form of the business combination
Absorption-type merger with six subsidiaries, namely Yamato Global Express Co., Ltd.,
Yamato Logistics Co., Ltd., Yamato Global Logistics Japan Co., Ltd., Yamato Packing
Service Co., Ltd., Yamato Packing Technology Institute Co., Ltd. and Yamato Financial

69

Co., Ltd. as the disappearing companies and Yamato Transport Co., Ltd. as thesurviving company.
4) Name of the company after the business combination
The name will not change.
(2) Absorption-type company split in which Yamato Transport Co., Ltd. is the successor
company
1) Names of businesses and the contents thereofName of business:
Web-based Mail Order Solution Business of Yamato System
Development Co., Ltd.
Content of business: Offering a package consisting not only of services related tolaunch of a mail order business, but also, to fully support thecustomer’s business, creating a tailor-made IT system andmanaging it.
Name of business:
Content of business:

Regional Operation Management Department of Yamato
System Development Co., Ltd.
Sales department

2) Date of the business combination
April 1, 2021 (planned)
3) Legal form of the business combination
Absorption-type company split with Yamato System Development Co., Ltd. as the
splitting company and Yamato Transport Co., Ltd. as the successor company.
4) Name of the company after the business combination
The name will not change.
(3) Overview of the transaction including its purpose
The Company has formulated the transformation plan “YAMATO NEXT100.” This plan
has been formulated as a grand design, which is the framework of the next medium-term
management plan, based on the results and challenges of the current medium-term
management plan “KAIKAKU 2019 for NEXT100” and changes in the external
environment.
Based on this plan, in April 2021, the Company will shift its current management structure
into a management structure comprised of four Business Divisions (Retail, Regional
Corporate, Global Corporate, and EC) and four Functional Divisions, with the objective ofreforming the current system of partial optimization of functional units to a fully optimizedorganization structured according to customer segments to further improve the speed ofmanagement.
2. Overview of accounting procedures to be applied
The transaction will be accounted for as a transaction under common control in accordancewith the “Accounting Standard for Business Combinations” (ASBJ Statement No. 21,
January 16, 2019) and the “Guidance on Accounting Standard for Business Combinations
and Accounting Standard for Business Divestitures” (ASBJ Guidance No. 10, January 16,2019).

70

Non-consolidated Balance Sheet(As of March 31, 2020)(Millions of yen)

AssetsCurrent assets
Cash and deposits
Trade accounts receivable
Short-term loans receivable
Income taxes receivable
Other

Non-current assets
Property, plant and equipment
VehiclesBuildings
Tools, furniture and fixtures
Land
Other

Liabilities
193,519
77,832
91
106,365
7,953
1,276

331,437
7,161
4
718
517
5,840
80

Current liabilities
Trade accounts payable
Short-term borrowings
Current portion of bonds payable
Income taxes payable
Accrued expenses
Deposits received
Provision for bonuses
Other

Non-current liabilities
Long-term borrowings
Deferred tax liabilities
Provision for retirement benefits
Other

Total liabilities
Intangible assets
Software
Other

Investments and other assets
Investment securities
Shares of subsidiaries and associates
Long-term loans receivable
Other
Allowance for doubtful accounts
Allowance for investment loss

Total assets

465
378
87

Net assets
Shareholders’ equity
Share capital
Capital surplus
Legal capital surplus
Retained earnings
Other retained earnings
General reserve
Retained earnings brought forward
Treasury shares

323,810
20,393291,880
25,683404(10,561) Valuation and translation adjustments
Valuation difference on available-for-sale(3,990)securities
524,956

71

186,602
1,779
70,00010,00034
123
103,777
110
777
11,345
10,0001,107
89
148
197,948
321,846
127,234
36,82236,822
212,559
212,559
188,965
23,594(54,770)
5,161
5,161

Total net assets

327,007

Total liabilities and net assets

524,956

Non-consolidated Statement of Income(From April 1, 2019 to March 31, 2020)(Millions of yen)
Operating revenue

49,864

Selling, general and administrative expenses

13,952

Operating profit

35,911Non-operating income
Interest and dividend income

1,254

Other revenue

29
1,283

Non-operating expenses
Interest expenses

89

Other

553

Ordinary profit

36,551643

Extraordinary income
Compensation for delay damages

88

Extraordinary losses
Loss on valuation of investment securities

128

Loss on valuation of shares of subsidiaries and associates

5,725

Provision of allowance for doubtful accounts

10,561

Provision of allowance for investment loss

3,990

Other

343
20,748

profit before income taxes

15,811

Income taxes-current

36

Income taxes-deferred

(394)
(358)

Profit16,16972

Non-consolidated Statement of Changes in Equity(From April 1, 2019 to March 31, 2020)(Millions of yen)
Shareholders’ equity
Retained earnings
Other retained earnings

Capital surplus
Share capital

Balance as of April 1, 2019
Changes during period
Dividends of surplus
ProfitPurchase of treasury shares
Disposal of treasury shares
Net changes in items otherthan shareholders’ equity
Total changes during period
Balance as of March 31, 2020

127,234

Legal capitalsurplus

Other capitalsurplus

Total capitalsurplus36,822036,822

Generalreserve

188,965

Retainedearnings brought
forward18,858(11,433)
16,169–127,234–
36,822

(0)

(0)

(0)
–

(0)
36,822(0)–
188,965

4,735
23,594(Millions of yen)
Shareholders’ equity

Balance as of April 1, 2019
Changes during period
Dividends of surplus
ProfitPurchase of treasury shares
Disposal of treasury shares
Net changes in items otherthan shareholders’ equity
Total changes during period
Balance as of March 31, 2020

Retainedearnings
Total retained
earnings
207,824

Treasury shares

Total
shareholders’equity(39,085)332,796(15,685)
0(11,433)
16,169(15,685)
0(11,433)
16,169(0)

4,735
212,559(15,684)(54,770)73(10,949)
321,846

Valuation andtranslation
adjustments
Valuationdifference on
available-for-salesecurities
8,701

Total net assets

341,497(11,433)
16,169(15,685)0(3,540)(3,540)(3,540)5,161(14,489)
327,007

Notes to Non-consolidated Financial Statements
1. Amounts described are rounded down to the nearest million yen.
2. Summary of Significant Accounting Policies(1) Valuation Basis and Methods for Securities
Available-for-sale securities
Securities with fair market value:

Stated at the fair market value based on thequoted market price as of the fiscal year end(valuation differences are recognized in net
assets; the cost of securities sold is themoving-average method)

Securities without fair market value:

Stated at the cost by moving-average method

Shares of subsidiaries and associates

Stated at the cost by moving-average method(2) Depreciation and Amortization Methods of Non-current Assets
Property, plant and equipment:

Primarily the straight-line method

Intangible assets:

Straight-line method, but software is amortizedby the straight-line method over the estimateduseful life (five years).

(3) Accounting Method for Provision
Allowance for doubtful accounts:
The allowance for doubtful accounts is provided to prepare for loss from uncollectible credits.
For special receivables with higher uncertainty, collectivity is considered on individual cases,
and prospective uncollectible amount is provided.
Allowance for investment loss:
To prepare for devaluation loss of investments in subsidiaries and associates, allowances
are provided considering the financial position and recoverability of the relevant subsidiaryor associate.
Provision for bonuses:
The provision for bonuses is provided for payment of bonuses to employees based on an
amount expected to be paid.
Provision for retirement benefits:
To provide for employees’ retirement benefits, provision for retirement benefits is recorded
based on the projected retirement benefit obligations and related pension assets as of theend of the fiscal year ended March 31, 2020.
i.

ii.

Method of attributing expected retirement benefit to periods
In calculating the retirement benefit obligations, the straight-line basis is used indetermining the amount of the expected retirement benefit obligation attributed toservice performed up to the end of the fiscal year under review.
Method of recognizing actuarial differences
Actuarial differences are recognized in profit or loss in the year following the year inwhich a respective gain or loss arises, and are amortized proportionally on astraight-line basis over a period of five years, which is within the average remaining
years of service of the eligible employees.

(4) Method of Accounting for Retirement Benefits
The method of accounting for unrecognized actuarial differences on retirement benefits is74

different to the method in the consolidated financial statements.
(5) Accounting for Consumption Tax and Local Consumption Tax
The tax exclusion method is applied.
3. Notes to the Non-consolidated Balance Sheet(1) Accumulated depreciation of property, plant and equipment:
598 million yen(2) Balance of liabilities on guaranteei.
Joint and several guarantee based on clearing agreementswith other transportation companies:
300 million yen
ii. Guarantee of obligation for debt financing:
425 million yen(3) Monetary receivables from, and monetary payables to, subsidiaries and associates
Short-term monetary receivables:
106,819 million yen
Long-term monetary receivables:
24,643 million yen
Short-term monetary payables:
104,349 million yen
4. Notes to the Non-consolidated Statement of Income
Transaction with subsidiaries and associates: Operating revenue
Operating expenses
Non-operating transactions

75

49,790 million yen
2,035 million yen
715 million yen

5. Notes to the Non-consolidated Statement of Changes in Equity
Class and Total Number of Treasury Shares:(Thousands of shares)
Number of shares as ofbeginning of fiscal year
under review

Number of increased
shares in fiscal year
under review

Number of decreased
shares in fiscal year
under review

Number of shares as ofend of fiscal year underreview

17,0659,059

026,124

Common shares(Note)

Note: The increase of 9,059 thousand shares of treasury shares of common shares resulted from an increase of
9,058 thousand shares due to the purchase of treasury shares and other increases.
The decrease of 0 thousand shares of treasury shares of common shares resulted from a decrease of 0
thousand shares due to the sale of shares less than one unit.

6. Notes to Tax Effect Accounting
Detailed deferred tax assets and deferred tax liabilities(Millions of yen)
Deferred tax assets
Provision for bonuses

33

Provision for retirement benefits

27

Loss on valuation of investment securities

726

Shares of subsidiaries and associates

48,655

Tax loss carried forward

481

Other

4,619

Subtotal

54,543

Allowance for devaluation(53,984)

Total

559

Deferred tax liabilities
Valuation difference on available-for-sale securities
Other(1,621)
(45)

Total

(1,667)

Net deferred tax assets (liabilities)(1,107)76

7. Notes to Dealings with Related Parties
Subsidiaries, etc.
Status

Subsidiaries
Subsidiaries

Subsidiaries

Subsidiaries

Subsidiaries

Company
Yamato Transport
Co., Ltd.
Yamato Global
Express Co., Ltd.
Yamato Global
Logistics Japan
Co., Ltd.
Yamato Home
Convenience Co.,Ltd.
Yamato System
Development Co.,Ltd.

Location(Millions of yen)
CapitalMain business

Chuo-ku, Tokyo

50,000

Minato-ku,
Tokyo

1,000

Chuo-ku, Tokyo

1,880

Chuo-ku, Tokyo

480

Koto-ku, Tokyo

1,800

Subsidiaries

Yamato Financial
Co., Ltd.

Chuo-ku, Tokyo

1,000

Subsidiaries

Yamato Credit &Finance Co., Ltd.

Toshima-ku,
Tokyo

500

Yamato Lease
Co., Ltd.
YamatoAutoworks Co.,Ltd.

Toshima-ku,
Tokyo

30

Chuo-ku, Tokyo30

Subsidiaries
Subsidiaries

77

Holding ofvoting rights

Relationship
Concurrent
positions held byofficers
Concurrent 2
persons

TA-Q-BIN;
Kuroneko DM-Bin
Domestic air cargotransport business
International air
cargo and marine
cargo transportbusiness

Direct holdings
100.00%
Direct holdings
100.00%
Direct holdings
100.00%Concurrent 1
personMoving and lifestylesupport services

Direct holdings
100.00%Concurrent 2
persons

Systemdevelopment

Direct holdings
100.00%Concurrent 2
persons

Direct holdings
100.00%Concurrent 2
persons

Direct holdings
70.00%

None

Direct holdings
100.00%Concurrent 1
personDirect holdings
100.00%Concurrent 1
personSettlement service
for payment ofmerchandise
Installment credit
and financeservices
General leaseservices
Vehiclemanagement
service business

None

(Millions of yen)
StatusCompany

Subsidiaries

Subsidiaries

Subsidiaries

Subsidiaries

YamatoTransport Co.,Ltd.

Yamato Global
Express Co., Ltd.

Yamato Global
Logistics Japan
Co., Ltd.

Yamato Home
Convenience
Co., Ltd.

Relationship
Businessrelationships

Executive
management
Loans for funding

Executive
management

Executive
management
Loans for funding

Executive
management
Loans for funding

Subsidiaries

Yamato System
Development
Co., Ltd.

Executive
management

Subsidiaries

Yamato Financial
Co., Ltd.

Executive
management

Subsidiaries

Yamato Credit &Finance Co., Ltd.

Executive
management
Loans for funding

Subsidiaries

Yamato Lease
Co., Ltd.

Executive
management
Loans for funding

Subsidiaries

Notes:

YamatoAutoworks Co.,
Ltd.

Executive
management

Dealings
Receipt ofexecutive
management fee
Repayment ofworking capital
Repayment ofloans for capitalfunding
Receipt ofinterest
Funding
Payment ofinterest
Funding
Payment ofinterest
Repayment ofworking capital
Loans for capitalfunding
Repayment ofloans for capitalfunding
Receipt ofinterest
Loans for working
capitalReceipt ofinterest
Funding
Payment ofinterest
Funding
Payment ofinterest
Loans for working
capitalRepayment ofworking capital
Receipt ofinterest
Loans for working
capitalRepayment ofworking capital
Receipt ofinterest
Funding
Payment ofinterest

Dealingamount7,287

Account item—

Balance at
end of period
—

8,676
1,296

Short-term loans
receivable

2,864

Deposits
received

38,684

Deposits
received

6,069

13(28,620)
5
(782)
0
1,933
1,450
—

—

7,000
16
11,132
8
4,376
1(11,628)
1
6,500
391
10

Long-term loans
receivable

13,927

Deposits
received

19,793

Deposits
received

18,902

Short-term loans
receivable
Long-term loans
receivable

6,461
6,500

Short-term loans
receivable

94,272

Deposits
received

7,837

20,000
1,233
118
(152)
0

Trade terms and decision policy of the dealing
1) The executive management fee is determined reasonably through mutual consultation, considering
the business contents, etc.
2) Interest on deposits received and loans receivable is determined based on market interest rates.
3) The amount of “Funding” records the net amount of increase or decrease during the period.
4) The dealing amount of working capital to Yamato Global Logistics Japan Co., Ltd. and Yamato Home
Convenience Co., Ltd. records the net amount of increase or decrease during the period.
5) The dealing amount of repayment of working capital to Yamato Credit & Finance Co., Ltd. and Yamato
Lease Co., Ltd. records the net amount of increase or decrease during the period.
6) To prepare for loss of business in subsidiaries, an allowance for doubtful accounts of 10,325 million
yen for loans receivable was recorded in the fiscal year under review. As a result, the balance ofallowance for doubtful accounts amounted to 10,325 million yen.

78

8. Per Share Information(1) Net assets per share(2) Basic earnings per share

848.90 yen
41.13 yen

79

(TRANSLATION)

Audit Report of Accounting Auditor on Consolidated Financial Statements

INDEPENDENT AUDITOR’S REPORTMay 15, 2020
Deloitte Touche Tohmatsu LLC
Tokyo Office
Koichi Yano
Designated Unlimited Liability Partner,
Engagement Partner,
Certified Public Accountant(seal)
Yoshihiro Ishida
Designated Unlimited Liability Partner,
Engagement Partner,
Certified Public Accountant(seal)
Shinji Seki
Designated Unlimited Liability Partner,
Engagement Partner,
Certified Public Accountant(seal)To the Board of Directors of Yamato Holdings Co., Ltd.
Audit Opinion
Pursuant to Article 444, paragraph (4) of the Companies Act, we have audited the consolidated
financial statements, namely, the Consolidated Balance Sheet as of March 31, 2020 of Yamato
Holdings Co., Ltd. (the “Company”), and the Consolidated Statement of Income and Consolidated
Statement of Changes in Equity for the fiscal year from April 1, 2019 to March 31, 2020, and theNotes to the Consolidated Financial Statements. In our opinion, the consolidated financial
statements referred to above present fairly, in all material respects, the financial position of
Yamato Holdings Co., Ltd. and its consolidated subsidiaries (collectively, the “Group”) as of March
31, 2020, and the results of their operations for the year then ended in accordance with accounting
principles generally accepted in Japan.
Basis for Audit Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the
Audit of the Consolidated Financial Statements section of our report. We are independent of theCompany and its consolidated subsidiaries in accordance with the ethical requirements that are
relevant to our audit of the consolidated financial statements in Japan, and we have fulfilled our
ethical responsibilities in accordance with these requirements. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management, Audit & Supervisory Board Members and the Audit & Supervisory
Board for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated
financial statements in accordance with accounting principles generally accepted in Japan, and forsuch internal control as management determines is necessary to enable the preparation and fair80presentation of consolidated financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing
whether it is appropriate to prepare the consolidated financial statements with the assumption of agoing concern, and in accordance with accounting principles generally accepted in Japan, fordisclosing, as necessary, matters related to going concern.
Audit & Supervisory Board Members and the Audit & Supervisory Board are responsible foroverseeing the Directors’ performance of duties within the maintenance and operation of thefinancial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our responsibilities are to obtain reasonable assurance about whether the consolidated financial
statements as a whole are free from material misstatement, whether due to fraud or error, and toissue an auditor’s report that expresses our opinion on the consolidated financial statements
based on our audit from an independent point of view. Misstatements can arise from fraud or error
and are considered material if, individually or in the aggregate, they could reasonably be expected
to influence the decisions of users of these consolidated financial statements.
In accordance with auditing standards generally accepted in Japan, we exercise professional
judgment and maintain professional skepticism throughout the audit process to perform thefollowing: Identify and assess the risks of material misstatement, whether due to fraud or error, and design
and perform audit procedures responsive to those risks. Selecting audit procedures to be
applied is at the discretion of the auditor. Obtain audit evidence that is sufficient and appropriate
to provide a basis for our opinion.
 When auditing the consolidated financial statements, obtain an understanding of internal control
relevant to the audit in order to design audit procedures that are appropriate in thecircumstances in making risk assessments, but not for the purpose of expressing an opinion on
the effectiveness of the entity’s internal control.
 Evaluate the appropriateness of accounting policies used by management and their method of
application, as well as the reasonableness of accounting estimates made by management andrelated notes thereto.
 Conclude on the appropriateness of preparing the consolidated financial statements with theassumption of a going concern by management, and based on the audit evidence obtained,
whether a material uncertainty exists related to events or conditions that may cast significant
doubt on the Group’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the notes to theconsolidated financial statements or, if the notes to the consolidated financial statements onmaterial uncertainty are inadequate, to express a qualified opinion with exceptions on the
consolidated financial statements. Our conclusions are based on the audit evidence obtained up
to the date of our auditor’s report. However, future events or conditions may cause the Group tocease to continue as a going concern.
 Evaluate whether the presentation of the consolidated financial statements and notes to theconsolidated financial statements are in accordance with accounting standards generally
accepted in Japan, as well as evaluate the presentation, structure, and content of theconsolidated financial statements, including the related notes thereto, and whether the
consolidated financial statements fairly present the underlying transactions and accounting
events.
 Obtain sufficient appropriate audit evidence regarding the financial information of the Company
and its consolidated subsidiaries to express an opinion on the consolidated financial statements.
We are responsible for the direction, supervision and performance of the audit of theconsolidated financial statements. We remain solely responsible for our audit opinion.
We report to the Audit & Supervisory Board Members and the Audit & Supervisory Board
regarding, among other matters, the planned scope and timing of the audit and significant audit
findings, including any significant deficiencies in internal control that we identify during our audit
process, and other matters required by auditing standards.

81

We also provide the Audit & Supervisory Board Members and the Audit & Supervisory Board witha statement that we have complied with relevant ethical requirements in Japan regarding
independence, and to communicate with them all relationships and other matters that may
reasonably be deemed to bear on our independence, and where applicable, related safeguards inorder to eliminate or reduce obstruction factors.
Interest
Our firm and the engagement partners do not have any interest in the Company and its
consolidated subsidiaries for which disclosure is required under the provisions of the Certified
Public Accountants Act.

End
The above represents a translation, for convenience only, of the original report issued in theJapanese language.

82

(TRANSLATION)

Audit Report of Accounting Auditor on Non-consolidated Financial Statements

INDEPENDENT AUDITOR’S REPORTMay 15, 2020
Deloitte Touche Tohmatsu LLC
Tokyo Office
Koichi Yano
Designated Unlimited Liability Partner,
Engagement Partner,
Certified Public Accountant(seal)
Yoshihiro Ishida
Designated Unlimited Liability Partner,
Engagement Partner,
Certified Public Accountant(seal)
Shinji Seki
Designated Unlimited Liability Partner,
Engagement Partner,
Certified Public Accountant(seal)To the Board of Directors of Yamato Holdings Co., Ltd.
Audit Opinion
Pursuant to Article 436, paragraph (2), item (i) of the Companies Act, we have audited thenon-consolidated financial statements, namely, the Non-consolidated Balance Sheet as of March
31, 2020 of Yamato Holdings Co., Ltd. (the “Company”), and the Non-consolidated Statement of
Income and Non-consolidated Statement of Changes in Equity for the 155th fiscal year from April 1,
2019 to March 31, 2020, and the Notes to Non-consolidated Financial Statements and theaccompanying supplemental schedules (collectively, the “Financial Statements”).
In our opinion, the Financial Statements referred to above present fairly, in all material respects,
the financial position of Yamato Holdings Co., Ltd. as of March 31, 2020, and the results of its
operations for the year then ended in accordance with accounting principles generally accepted inJapan.
Basis for Audit Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the
Audit of the Financial Statements section of our report. We are independent of the Company inaccordance with the ethical requirements that are relevant to our audit of the Financial Statements
in Japan, and we have fulfilled our ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide abasis for our audit opinion.
Responsibilities of Management, Audit & Supervisory Board Members and the Audit & Supervisory
Board for the Financial Statements
Management is responsible for the preparation and fair presentation of these Financial
Statements in accordance with accounting principles generally accepted in Japan, and for such83internal control as management determines is necessary to enable the preparation and fairpresentation of Financial Statements that are free from material misstatement, whether due tofraud or error.
In preparing the Financial Statements, management is responsible for assessing whether it isappropriate to prepare the Financial Statements with the assumption of a going concern, and inaccordance with accounting principles generally accepted in Japan, for disclosing, as necessary,matters related to going concern.
Audit & Supervisory Board Members and the Audit & Supervisory Board are responsible foroverseeing the Directors’ performance of duties within the maintenance and operation of thefinancial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our responsibilities are to obtain reasonable assurance about whether the Financial Statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue anauditor’s report that expresses our opinion on the Financial Statements based on our audit from an
independent point of view. Misstatements can arise from fraud or error and are consideredmaterial if, individually or in the aggregate, they could reasonably be expected to influence thedecisions of users of these Financial Statements.
In accordance with auditing standards generally accepted in Japan, we exercise professional
judgment and maintain professional skepticism throughout the audit process to perform thefollowing: Identify and assess the risks of material misstatement, whether due to fraud or error, and design
and perform audit procedures responsive to those risks. Selecting audit procedures to be
applied is at the discretion of the auditor. Obtain audit evidence that is sufficient and appropriate
to provide a basis for our opinion.
 When auditing the Financial Statements, obtain an understanding of internal control relevant tothe audit in order to design audit procedures that are appropriate in the circumstances in making
risk assessments, but not for the purpose of expressing an opinion on the effectiveness of theentity’s internal control.
 Evaluate the appropriateness of accounting policies used by management and their method of
application, as well as the reasonableness of accounting estimates made by management andrelated notes thereto.
 Conclude on the appropriateness of preparing the Financial Statements with the assumption ofa going concern by management, and based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast significant doubt on the Group’s
ability to continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the notes to the Financial Statements or, if
the notes to the Financial Statements on material uncertainty are inadequate, to express aqualified opinion with exceptions on the Financial Statements. Our conclusions are based on theaudit evidence obtained up to the date of our auditor’s report. However, future events orconditions may cause the Group to cease to continue as a going concern.
 Evaluate whether the presentation of the Financial Statements and notes to the Financial
Statements are in accordance with accounting standards generally accepted in Japan, as well
as evaluate the presentation, structure, and content of the Financial Statements, including therelated notes thereto, and whether the Financial Statements fairly present the underlying
transactions and accounting events.
We report to the Audit & Supervisory Board Members and the Audit & Supervisory Board
regarding, among other matters, the planned scope and timing of the audit and significant audit
findings, including any significant deficiencies in internal control that we identify during our audit
process, and other matters required by auditing standards.
We also provide the Audit & Supervisory Board Members and the Audit & Supervisory Board witha statement that we have complied with relevant ethical requirements in Japan regarding
independence, and to communicate with them all relationships and other matters that may
reasonably be deemed to bear on our independence, and where applicable, related safeguards inorder to eliminate or reduce obstruction factors.

84Interest
Our firm and the engagement partners do not have any interest in the Company for which
disclosure is required under the provisions of the Certified Public Accountants Act.

End
The above represents a translation, for convenience only, of the original report issued in theJapanese language.

85

(TRANSLATION)

Audit Report of the Audit & Supervisory Board

AUDIT REPORTthRegarding the performance of duties by the Directors for the 155 business year from April 1, 2019 toMarch 31, 2020, the Audit & Supervisory Board hereby submits its audit report, which has been
prepared through discussions based on the audit report prepared by each Audit & Supervisory Board
Member.
1. Auditing Methods Employed by the Audit & Supervisory Board Members and Audit & Supervisory
Board and Details of Such Methods(1) The Audit & Supervisory Board established auditing policies, allocation of duties, and other relevant
matters, and received reports from Audit & Supervisory Board Members regarding their audits andresults thereof, as well as received reports from the Directors, other relevant personnel, andAccounting Auditors regarding performance of their duties, and sought explanations as necessary.
(2) Each Audit & Supervisory Board Member complied with the auditing standards of Audit &Supervisory Board Members established by the Audit & Supervisory Board, followed the auditing
policies, allocation of duties, and other relevant matters, communicated with the Directors, theinternal audit division, other employees, and any other relevant personnel, and made efforts tooptimize the environment for information collection and audit. We have executed the audit based on
the following methods.
1) Each Audit & Supervisory Board Member participated in the Board of Directors Meetingsand other important meetings, received reports from the Directors, employees, and otherrelevant personnel regarding performance of their duties, sought explanations as necessary,
examined important authorized documents and associated information, and studied theoperations and financial positions. With respect to subsidiaries, we communicated andexchanged information with Directors, Audit & Supervisory Board Members, and otherrelevant personnel of the subsidiaries, and received business reports from subsidiaries asnecessary.
2) We received periodic reports from Directors and employees and sought explanations asnecessary on the details of the resolution of the Board of Directors related to the provision ofa system described in Article 100, paragraphs (1) and (3) of the Regulation for Enforcementof the Companies Act that not only ensures Directors are carrying out their duties indicatedin the business report in compliance with laws and regulations and the Articles ofIncorporation, but also ensures the propriety of the work activities of the corporate groupconsisting of the Company and its subsidiaries. We also received periodic reports from
Directors and employees, sought explanations and expressed an opinion as necessary on
the status of development and operation of the system (internal control system) put in placein accordance with the aforesaid resolution.
3) Furthermore, we monitored and verified whether the Accounting Auditors maintained their
independence and implemented appropriate audits, and we received reports from the
Accounting Auditors regarding the performance of their duties and sought explanations asnecessary. In addition, we received notice from the Accounting Auditors that “the system forensuring that duties are performed properly” (matters set forth in each item of Article 131 of
the Regulation on Corporate Accounting) is organized in accordance with the “productquality management standards regarding audits” (Business Accounting Council, October 28,2005) and other relevant standards, and sought explanations as necessary.
Based on the above methods, we examined the business report and supplemental schedules,
non-consolidated financial statements (Non-consolidated Balance Sheet, Non-consolidated Statementof Income, Non-consolidated Statement of Changes in Equity, and Notes to the Non-consolidated
Financial Statement) and supplemental schedules, as well as consolidated financial statements86

(Consolidated Balance Sheet, Consolidated Statement of Income, Consolidated Statement of Changes
in Equity, and Notes to the Consolidated Financial Statements) related to the relevant business year.
2. Audit Results(1) Results of Audit of Business Report and Other Reference Documents
1) In our opinion, the business report and supplemental schedules are in accordance with therelated laws and regulations and Articles of Incorporation, and fairly represent theCompany’s condition.
2) With regard to the performance of duties by the Directors, we have found no evidence ofwrongful action or material violation of related laws and regulations, nor of any violation withrespect to the Articles of Incorporation.
3) In our opinion, the contents of the resolutions of the Board of Directors regarding the internal
control system are fair and reasonable. In addition, we have found no matters on which toremark in regard to the performance of duties of the Directors regarding the internal control
system.
(2) Results of Audit of Non-consolidated Financial Statements and Supplemental Schedules
In our opinion, the methods and results employed and rendered by the Accounting Auditor, Deloitte
Touche Tohmatsu LLC, are fair and reasonable.
(3) Results of Audit of Consolidated Financial Statements
In our opinion, the methods and results employed and rendered by the Accounting Auditor, Deloitte
Touche Tohmatsu LLC, are fair and reasonable.

May 15, 2020
Audit & Supervisory Board, Yamato Holdings Co., Ltd.
Full-time Audit &Supervisory
Board Member
Full-time Audit &Supervisory
Board Member
Outside Audit &Supervisory
Board Member
Outside Audit &Supervisory
Board Member

87

Yoshihiro Kawasaki(seal)

Mamoru Matsuno(seal)

Hiroyuki Kanae(seal)

Takashi Yamashita(seal)

Access to the Venue
Date and time:

Tuesday, June 23, 2020, 10:00 a.m. (The reception desk will
open at 9:00 a.m.)
Meeting venue: Seminar Room, Yamato Konan Building 10F,
13-26, Konan 2-chome, Minato-ku, Tokyo
TEL:
03-3541-4141
Please note that the venue of the 155th Ordinary General Meeting of
Shareholders has been changed from last year.
The provision of gifts to attendants has been cancelled this year.



Train
JR Line and Keikyu Line: 10 minutes walk from Shinagawa Station(Konan Exit (East Exit))
Bus
Toei Bus: 1 minute walk from Shokuniku-Shijō Mae bus stop

* Vehicle parking will not be available at the meeting venue.
<Measures to prevent the spread of COVID-19>
 In this General Meeting of Shareholders, in order to mitigate the risk of infection throughphysical contact at the venue, the Company will limit the number of shareholders who
can attend to approximately 50 persons. Please understand that once the maximum
number of shareholders is reached, you may not be admitted to enter even if you cometo the venue.
 It is possible to exercise your voting rights by mailing the enclosed Voting Rights
Exercise Form or via the Internet. Please consider the use of these methods.
 The Company will livestream the General Meeting of Shareholders over the Internet sothat shareholders may view it from home. The Company also asks that you consider
utilizing this method. For details regarding how to view the livestream, etc., please referto the instructions that will be sent at a later date.
 Those who have a fever of 37.5 degrees Celsius or above, or appear to be unwell may
be refused entry to the venue. In addition, it may take more time than usual to enter thevenue.
 The Company asks that shareholders wear a face mask and disinfect their hands using
alcohol disinfectant, etc. upon arriving at the venue. Shareholders who do not cooperatewith wearing a face mask or disinfecting their hands may be refused entry to the venue.
 If future developments such as the situation regarding the spread of COVID-19 andannouncements by the government ahead of the General Meeting of Shareholders
necessitate a major change in the holding of the meeting or in the way the meeting will
be run, the Company will revise the information at its website below as needed.
https://www.yamato-hd.co.jp/investors/stock/meeting/88The following is an English translation of “Measures for Preventing Infection of the Novel
thCoronavirus Disease (COVID-19) at the 155 Ordinary General Meeting of Shareholders” of Yamato
Holdings Co., Ltd. The Company provides this translation for your reference and convenience only
and without any warranty as to its accuracy.

June 3, 2020

Yamato Holdings Co., Ltd.
16-10, Ginza 2-chome, Chuo-ku, Tokyo
President: Yutaka Nagao
To Our Shareholders

Measures for Preventing Infection of
the Novel Coronavirus Disease (COVID-19)
at the 155th Ordinary General Meeting of Shareholders
With respect to the 155th Ordinary General Meeting of Shareholders of Yamato
Holdings Co., Ltd. (hereinafter “the Company”) scheduled to be held on Tuesday,June 23, 2020, we hereby offer the following guidelines intended to help prevent the
spread of COVID-19 infection.
We look to the understanding and cooperation of our shareholders.
1. Requests of refraining from coming to the venue
In this General Meeting of Shareholders, to prevent the spread of COVID-19 infection,
the size of the venue has been reduced compared to typical years and the width of thespace between the seats has been increased. Therefore, the Company will limit the
number of shareholders who can attend to approximately 50 persons.
As such the Company asks that its shareholders refrain from coming to the venue thisyear, thereby taking it upon themselves to place utmost priority on avoiding thepossibility of infection. Please be aware that, even shareholders who come to thevenue may not be allowed to enter. In addition, the provision of gifts has beencanceled this year.
It is possible to exercise your voting rights by mailing the enclosed Voting Rights
Exercise Form or via the Internet. Please consider the use of these methods.
2. Administration of the meeting and recommended precautions(1) The area near the reception desk at the venue for the General Meeting of
Shareholders will be equipped with thermal imaging devices. Those who havea fever of 37.5 degrees Celsius or above, or appear to be unwell may berefused entry to the venue. Consequently, please be aware that, it may takemore time than usual to enter the venue.
(2) The Company asks that shareholders wear face masks upon arriving at thevenue and disinfect their hands using alcohol disinfectant, etc. at the venue.
Shareholders who do not cooperate with wearing a face mask or disinfecting
their hands may be refused entry to the venue. Please inform a staff member if
you are allergic to alcohol disinfectant, etc.
89

The Company asks that shareholders take precautions to prevent spread of
the infection to themselves or others.
Officers and staff members at the General Meeting of Shareholders will wear
face masks when interacting with shareholders.
(3) The Company has reduced the time allotted for the General Meeting of
Shareholders and will accordingly take steps to facilitate smooth progress ofthe meeting’s proceedings.
(4) The provision of gifts to attendants has been cancelled this year.
(5) The Company will livestream the General Meeting of Shareholders overthe Internet (available exclusively in the Japanese language) so thatshareholders may view it from home. The Company also asks that you
consider utilizing this method.
For details regarding how to view the livestream, etc., please refer to the
instructions that will be sent at a later date.
(6) If future developments such as the situation regarding the spread of
COVID-19 and announcements by the government ahead of the General
Meeting of Shareholders necessitate a major change in the holding of themeeting or in the way the meeting will be run, the Company will revise theinformation at its website below as needed.
https://www.yamato-hd.co.jp/english/index.html

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th

The following is an English translation of “Information on Livestreaming of the 155 Ordinary General
Meeting of Shareholders over the Internet” of Yamato Holdings Co., Ltd. The Company provides thistranslation for your reference and convenience only and without any warranty as to its accuracy.

June 10, 2020

Yamato Holdings Co., Ltd.
16-10, Ginza 2-chome, Chuo-ku, Tokyo
President: Yutaka Nagao
To Our Shareholders

Information on Livestreaming of the 155th Ordinary General Meetingof Shareholders over the Internet
Yamato Holdings Co., Ltd. (the “Company”) hereby provides information as follows on
its plans to offer video and audio live-stream broadcast via the Internet of theCompany’s 155th Ordinary General Meeting of Shareholders scheduled to be held on
Tuesday, June 23, 2020, in order to avoid crowding at the venue given the risk ofinfection of the novel coronavirus disease (COVID-19).
As such, the Company urges its shareholders to take it upon themselves to placeutmost priority on avoiding the possibility of infection by accordingly refraining fromcoming to the General Meeting of Shareholders venue and instead accessing the
live-stream broadcast over the Internet (available exclusively in the Japanese
language).
1. Date and time of the live-stream broadcast*

Tuesday, June 23, 2020, from 10:00 a.m.
Out of consideration for the privacy of shareholders attending the meeting inperson, footage to be broadcast will be limited to the area where chairperson andofficers seating is located.

2. How to view the live-stream broadcast(1) Personal computer(i) Please access the live-stream broadcast via the URL shown below.
https://vgm.smart-portal.ne.jp(ii) Please click the login button after entering the ID and password shown on
the postcard sent by the Company to eligible shareholders.
(2) Smartphone
Shareholders may access the live-stream broadcast by using a smartphone toscan the QR Code*1 shown on the postcard sent to eligible shareholders.
*1. QR Code is registered trademarks of DENSO WAVE INCORPORATED.
This requires installation of an application or functionality that enables adevice to read QR Codes.

913. Notes on viewing the live-stream broadcast(1) Please be aware that live-stream viewership of the General Meeting of
Shareholders is not legally regarded as attendance at the meeting.
(2) Those accessing live-stream content may encounter video or audio
irregularities due to factors such as the operating environment of theirpersonal computer, smartphone or other telecommunications device.
(3) Telecommunication charges for the live-stream are payable by shareholders
themselves.
(4) Shareholders viewing the live-stream broadcast are not able to ask questions,etc. Also, because shareholders viewing the live-stream broadcast are notable to exercise their voting rights by attending the meeting on the date of theresolution, the Company asks that such shareholders exercise their voting
rights beforehand.
(5) As with the General Meeting of Shareholders itself, the live-stream broadcastof the meeting will be made available exclusively in the Japanese language.
(6) In the unlikely event that the Company does not provide the live-stream
broadcast for any reason whatsoever, the Company will post notification on
the corporate website.
https://www.yamato-hd.co.jp/english/index.html

4. Inquiries
If you have any inquiries, please contact the Securities Agent Dept. of Mizuho
Trust & Banking Co., Ltd.
Tel: 0120-288-324 (toll-free only from Japan) (Business hours: 9 a.m. to 5 p.m.
(JST) on weekdays)

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System requirements (prior to the meeting, users may log in to the system to accesstrial video content available via the top screen)(1) Personal computer or other such device(i) Windows operating environment
OS:

Windows 7 or later version

Browser:Internet Explorer 11, Microsoft Edge (latest version),
Google Chrome (latest version), Firefox (latest version)(ii) Macintosh operating environmentOS:

OS X El Capitan 10.11.4 or later version

Browser:

Safari (latest version)(ii) iPad operating environmentOS:

iOS 9 or later version

Browser:

Safari (latest version), Google Chrome (latest version)(2) Smartphones(i) iPhone operating environmentOS:

iOS 9 or later version

Browser:

Safari (latest version), Google Chrome (latest version)(ii) Android operating environment (including Android tablet devices)OS:

Android 4.4 or later version

Browser:

Google Chrome (latest version)93