The following is an English translation of the Notice of the 156th 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 2, 2021

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

Notice of the 156th Ordinary General Meeting of Shareholders
We are pleased to announce that the 156th Ordinary General Meeting of Shareholders
of Yamato Holdings Co., Ltd. (hereinafter “the Company”) will be held as described
below.
In order to prevent the spread of novel coronavirus disease (hereinafter COVID19), shareholders are urged to refrain from coming to the venue on the date of themeeting, and are instead encouraged to exercise voting rights prior to themeeting by mail or by electromagnetic means such as the Internet, if at all
possible. 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., Wednesday, June 23, 2021 (JST).

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., Wednesday,June 23, 2021 (JST).
When exercising voting rights via the Internet
Please review the “Exercise of Voting Rights via the Internet” on page 4 and enter yourvote for each of the items by 5:00 p.m., Wednesday, June 23, 2021 (JST).
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 156th Ordinary General Meeting of Shareholders
1. Date and Time:Thursday, June 24, 2021, 10:00 a.m. (The reception desk will
open at 9:00 a.m.)

2. Venue:

B1F Hall, Belle Salle Shiodome
Sumitomo Realty & Development Shiodome Hamarikyu
Building
21-1, Ginza 8-chome, Chuo-ku, Tokyo* The venue of the 156th Ordinary General Meeting of Shareholders has
been changed from last year. Please refer to the venue guide at theend of this notice and confirm the location of the venue prior toattending the meeting.
Furthermore, to prevent the spread of COVID-19, seats will bearranged taking into account the distance between each shareholder.
Therefore, please understand that if a large number of shareholders
show up, the Company may limit the number of shareholders who canattend.

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 156th Fiscal Year (from April 1, 2020 toMarch 31, 2021)
2.

Report of the Non-consolidated Financial Statements for the156th Fiscal Year (from April 1, 2020 to March 31, 2021)

Matters to be resolved:
Agenda Item 1:
Election of Nine (9) Directors
Agenda Item 2:
Election of One (1) Audit & Supervisory Board Member
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 the Internet
etc., the vote via the Internet etc. shall be upheld as the valid exercise of yourvoting rights. In the event of multiple voting via the Internet etc., your last voteshall 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 Meetingof Shareholders.
◎

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 be2

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) at the156th 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.
Internet Help Dial: Securities Agent Dept. ofMizuho Trust & Banking Co., Ltd.

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:

0120-768-524(toll-free only from Japan)
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

<Measures to prevent the spread of COVID-19>
1. Recommendation for not attending the meeting in person
In this General Meeting of Shareholders, in order to mitigate the risk of infection throughphysical contact at the venue, shareholders are urged to refrain from coming to thevenue on the date of the meeting, and are instead encouraged to exercise voting rights
prior to the meeting by mail or via the Internet, etc., if at all possible.
To prevent the spread of COVID-19, seats will be arranged taking into account the
distance between each shareholder. Therefore, please understand that if a large
number of shareholders show up, the Company may limit the number of shareholders
who can attend.
At this General Meeting of Shareholders, the Company will livestream the meetingover the Internet so that shareholders may view it from home. The Company also asksthat you consider utilizing this method. (For details, please refer to page 7 of thisnotice.)2. Regarding the special measures to be taken at the meeting(1) A telethermographic screening system will be set up near the reception desk andwe will monitor body temperatures. Shareholders who have a fever of 37.5 degrees
Celsius or above will not be admitted entry to the venue. In addition, shareholders
who appear to be unwell may be refused entry to the venue. Accordingly, please
note that it may take time to enter the venue.
(2) 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 notcooperate with wearing a face mask or disinfecting their hands will not be admitted
entry to the venue. Please inform a staff member if you are allergic to alcohol
disinfectant, etc.
The Company asks that shareholders take precautions to prevent spread of theinfection to themselves or others. The Company’s officers and organizing staff
members will also be wearing masks.
(3) The Company will reduce the time allotted for the General Meeting of Shareholders
compared to typical years and will accordingly take steps to facilitate smooth
progress of the meeting’s proceedings.
(4) Please be advised in advance that no gifts will be distributed to attendants.
(5) 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 meeting5

will be run, the Company will revise the information at its website below as needed.
https://www.yamato-hd.co.jp/investors/stock/meeting/6

Directions regarding livestreaming over the Internet
The General Meeting of Shareholders will be streamed online via the Internet (video
with sound - Japanese only). We encourage shareholders to use this, so that they mayview the proceedings from home.
When viewing the meeting via livestreaming, you will not be able exercise your voting
rights on the day like shareholders attending the meeting are able to, so please
exercise your voting rights beforehand.
Date and time of
livestreaming

Thursday, June 24, 2021, from 10:00 a.m.
*Access to the livestream is exclusive to shareholders with rights to attend thisOrdinary General Meeting of Shareholders.

*

Out of consideration for the privacy of shareholders attending the meeting inperson, footage to be broadcast will be limited to the area where the seats forchairperson and officers are located.

Method of viewing (1) With personal computer
the livestream
1) Please access the URL below:
https://vgm.smart-portal.ne.jp
2) Please click the login button after entering the ID and password shown on
the “Notice Regarding the Livestreaming of the 156th Ordinary General
Meeting of Shareholders” enclosed with this notice.
(2) With smartphone
Shareholders may access the livestream by using a smartphone to scan the
QR Code*1 shown on the “Notice Regarding the Livestreaming of the 156th
Ordinary General Meeting of Shareholders” enclosed with this notice.
Matters to takecare of whenviewing Please be aware that livestream viewership of the General Meeting of
Shareholders is not legally regarded as attendance at the meeting.

 Those accessing livestream content may encounter video or audio
irregularities due to factors such as the operating environment of theirpersonal computer or smartphone, or their telecommunications environment.

 Shareholders shall bear their own expenses for connection to the Internet.
 Shareholders viewing the livestream broadcast will not able to voicequestions, etc. at the meeting. Also, because shareholders viewing the
livestream broadcast will not be able to exercise their voting rights on
the day like shareholders who attend the meeting are able to, theCompany asks those shareholders to exercise their voting rights
beforehand.

 It is strictly forbidden to provide your ID and password to a third party by anymeans, including photo, video, sound recording, data file, etc.

 If some kind of future development prevents the livestreaming from taking

place, shareholders will be informed on our website (https://www.yamatohd.co.jp/investors/stock/meeting/).

Inquiries

If you have any concerns, please contact the Stock Transfer Agency Dept.,
Mizuho Trust & Banking Co., Ltd.
0120-288-324 (toll-free only from Japan)
Business hours: 9 a.m. to 5 p.m. (JST) on weekdays

7Reference Documents
for the General Meeting of Shareholders
Agenda Item 1.

Election of Nine (9) Directors

The terms of all the nine (9) Directors will expire at the close of this General Meeting of
Shareholders. Accordingly, we would like to propose the election of nine (9) Directors.
The following are the candidates for Directors.
Please note that Masakatsu Mori, Mariko Tokuno, Yoichi Kobayashi, Shiro Sugata and Noriyuki
Kuga are candidates for Outside Directors.
No.

Name of Candidate

1

Masaki Yamauchi

2

Yutaka Nagao

Attributes of Candidate

Reelection

Reelection

Current Positionat the Company

Attendance to theBoard of Directors
Meetings

Male

Chairperson of theBoard of Directors

19/19(100%)

Male

Representative
Director,
Executive Officer andPresident

19/19(100%)

19/19(100%)

3

Kenichi Shibasaki

Reelection

Male

Representative
Director,
Executive Officer andVice President

4

Haruo Kanda

Reelection

Male

Director

19/19(100%)

5.

Masakatsu Mori

Reelection
OutsideIndependent Male

Director

19/19(100%)

6

Mariko Tokuno

Reelection
OutsideIndependent Female

Director

19/19(100%)

7

Yoichi Kobayashi

Reelection
OutsideIndependent Male

Director

19/19(100%)

8

Shiro Sugata

Reelection
OutsideIndependent Male

Director

19/19(100%)

9

Noriyuki Kuga

Reelection
OutsideIndependent Male

Director

15/15(100%)

Reelection Candidates for Directors to be reelected

Outside Candidates for Outside Directors

Independent Independent officers[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 experienceand considerable insight relating to corporate management and business promotion, a sense ofhumanity from observing and evaluating from diverse perspectives, ability to grasp the essenceof the issues facing the Company, and capabilities that will enhance our management structure.
8

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 of the Company
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)
FY2021/3:
External Director of PERSOL HOLDINGS CO., LTD.
19/19 (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. (currently: Yamato Transport Co., Ltd.), and as Representative
Director and President of the Company’s subsidiary Yamato
Transport Co., Ltd. Accordingly, in order to maintain and enhance anentire management balance as Chairperson of the Board of
Directors, the Company proposes his reelection as Director.

9

Number of
SharesOwned

49,100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
Representative Director, President and Executive Officer of Yamato
FY2021/3:
Transport Co., Ltd.
19/19 (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.

10

Number of
SharesOwned

21,600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)

2006
2012
2016
2017

Jun. 2018
Apr. 2019
Apr. 2019

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

3 Attendance to theBoard of Directors
Meetings
Mar. 2020
FY2021/3:(Important Concurrent Positions at Other Organizations)
19/19 (100%)
Director of Yamato Transport Co., Ltd.

[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. (currently: Yamato Transport
Co., Ltd.), and Executive Officer, Managing Executive Officer andSenior Managing Executive Officer of the Company. Since April
2019, he has been serving as Representative Director, Executive
Officer and Vice President of the Company. Accordingly, in order toenhance the management of the Group and promote its growth, theCompany proposes his reelection as Director.

11

Number of
SharesOwned

33,000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

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

Apr. 2013

Representative Director and Senior Managing
Executive Officer
Responsible for Human Resources Strategy,
Network Strategy, Legal Affairs, CSR Strategy and
Audit
Representative Director, Executive Officer and Vice
President
Responsible for overseeing Management, Assistantto President, Shared Value Creation
Responsible for overseeing Management, Assistantto President, responsible for Shared Value Creation
and Internal Audit
Director of the Company (current)

Apr. 2014

4

Reelection

Apr. 2015

Haruo Kanda(Sep. 26, 1952)

Apr. 2019

Mar. 2020
Attendance to theBoard of Directors
Meetings
Apr. 2021
FY2021/3:(Important Concurrent Positions at Other Organizations)
19/19 (100%)
Representative Director, Executive Officer and Vice President of
Yamato Transport Co., Ltd.

[Reasons for nomination as a candidate for Director]
Haruo Kanda possesses experience and achievements developedin 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 from April
2015 to March 2021, after having served as Executive Officer of theCompany’s subsidiary Yamato Transport Co., Ltd., andsubsequently serving as an executive officer supervisingadministrative departments responsible for human resources
strategy, network strategy, legal affairs, CSR strategy and audit.
Accordingly, in order to enhance the management of the Group andpromote its growth, the Company proposes his reelection as
Director.

12

Number of
SharesOwned

34,700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

Apr. 2003
Sep. 2007
Oct. 2009
Reelection
OutsideIndependent

Jun. 2013
Nov. 2013

Number of
Shares
Owned

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)
Director of the Company (current)
Vice Chairman of IUJApr. 2018
Senior Advisor of IUJ (current)
Masakatsu Mori(Jan. 22, 1947) (Important Concurrent Positions at Other Organizations)
5
Senior Advisor of the International University of Japan
Attendance to the Outside Director of Stanley Electric Co., Ltd.
Board of Directors Outside Director of Kirin Holdings Company, Limited
External Statutory Auditor of FAST RETAILING CO., LTD.
Meetings
FY2021/3:[Reasons for nomination as a candidate for Outside Director and19/19 (100%)expected roles]
Masakatsu Mori possesses abundant experience and considerable
insight, particularly in the fields of finance/accounting, IT/digitaltechnology and global business as a corporate manager.
Accordingly, the Company has determined that utilizing this insightto furnish oversight and advice from a managerial standpoint,
particularly regarding matters of management strategy overall
encompassing business execution and business strategy, financial
strategy, and sustainability strategy, will contribute to further
enhancing our management structure, and proposes his reelection
as Outside Director. Furthermore, if he is elected, the Company
plans for him to contribute to selecting Company officer candidates
and deciding officer remuneration and other compensation as amember of the Nomination and Compensation Committee, enlisting
his position of objectivity and neutrality.

13

15,700No.

Name of Candidate(Date of Birth)

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

Number of
SharesOwned

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

Reelection
OutsideIndependent

6

Joined Louis Vuitton Japan KK
Senior Director for Sales Administration
Vice President of Tiffany & Co. Japan Inc.
Representative Director and President of ChristianDior Japan KK
Sep. 2013
Representative Director, President and CEO of
Ferragamo Japan KK
Jun. 2017
Director of the Company (current)(Important Concurrent Positions at Other Organizations)
Outside Director of Happinet Corporation
Outside Director of Mitsubishi Materials Corporation

Mariko Tokuno(Oct. 6, 1954)[Reasons for nomination as a candidate for Outside Director andexpected roles]
Mariko Tokuno possesses abundant experience and considerable
Attendance to the insight, particularly in the fields of marketing/sales and global
Board of Directors business as a corporate manager. Accordingly, the Company has
Meetings
determined that utilizing this insight to furnish oversight and advice
FY2021/3:
from a managerial standpoint in addition to the standpoint of
19/19 (100%)
customers and employees, particularly regarding businessexecution, business strategy, and human resources strategy, willcontribute to further enhancing our management structure, andproposes her reelection as Outside Director. Furthermore, if she iselected, the Company plans for her to contribute to selecting
Company officer candidates and deciding officer remuneration andother compensation as a member of the Nomination andCompensation Committee, enlisting her position of objectivity andneutrality.

14

3,100

No.

Name of Candidate(Date of Birth)

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
Reelection
OutsideIndependent

Apr. 2015
Apr. 2016
Jun. 2018

Number of
Shares
Owned

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)

Yoichi Kobayashi (Important Concurrent Positions at Other Organizations)(Jul. 21, 1949) None7
[Reasons for nomination as a candidate for Outside Director andAttendance to the expected roles]
Board of Directors Yoichi Kobayashi possesses abundant experience and considerable
Meetings
insight, particularly in the fields of marketing/sales and global
FY2021/3:
business as a corporate manager. Accordingly, the Company has
19/19 (100%)
determined that utilizing this insight to furnish oversight and advice
from a managerial standpoint, particularly regarding businessexecution, business strategy, and investment strategy, will contributeto further enhancing our management structure, and proposes his
reelection as Outside Director. Furthermore, if he is elected, theCompany plans for him to contribute to selecting Company officer
candidates and deciding officer remuneration and othercompensation as a member of the Nomination and Compensation
Committee, enlisting his position of objectivity and neutrality.

15

3,900

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
Apr. 2004
Jun. 2004

Reelection
OutsideIndependent

8

Shiro Sugata(Nov. 17, 1949)

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

Number of
Shares
Owned

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
Director of the Company (current)(Important Concurrent Positions at Other Organizations)
Outside Director of JSR Corporation
Outside Director of Yokogawa Electric Corporation

Attendance to theBoard of Directors [Reasons for nomination as a candidate for Outside Director andexpected roles]
Meetings
Shiro Sugata possesses abundant experience and considerable
FY2021/3:
insight, particularly in the fields of marketing/sales, IT/digital
19/19 (100%)
technology and global business as a corporate manager.
Accordingly, the Company has determined that utilizing this insightto furnish oversight and advice from a managerial standpoint,
particularly regarding business execution, business strategy,
increasing productivity, and cost structure reform, will contribute tofurther enhancing our management structure, and proposes his
reelection as Outside Director. Furthermore, if he is elected, theCompany plans for him to contribute to selecting Company officer
candidates and deciding officer remuneration and othercompensation as a member of the Nomination and Compensation
Committee, enlisting his position of objectivity and neutrality.

16

0

No.

Name of Candidate(Date of Birth)

Brief Background, Position and Responsibility at the Company(Important Concurrent Positions at Other Organizations)Apr. 1979
Apr. 2002
Oct. 2004
Oct. 2006
Reelection
OutsideIndependent

9

Noriyuki Kuga
(Aug. 25, 1955)

Jun. 2007
Jun. 2011
Jun. 2016
Jun. 2020

Number of
Shares
Owned

Joined Tokyo Electron Ltd.
Vice President & General Manager
President & Representative Director, Tokyo Electron
BP Ltd.
Executive Vice President of TOKYO ELECTRONDEVICE LIMITED
Corporate Director and Executive Vice President
Senior Executive Vice President & Representative
Director
Chairman of the Board
Director of the Company (current)(Important Concurrent Positions at Other Organizations)
None

Attendance to theBoard of Directors [Reasons for nomination as a candidate for Outside Director andMeetings
expected roles]
Noriyuki Kuga possesses abundant experience and considerable
FY2021/3:
insight, particularly in the fields of personnel/labor management,
15/15 (100%)
finance/accounting and global business as a corporate manager.
Accordingly, the Company has determined that utilizing this insightto furnish oversight and advice from a managerial standpoint,
particularly regarding business execution, financial strategy, andcorporate governance, will contribute to further enhancing ourmanagement structure, and proposes his reelection as Outside
Director.

17200

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, Shiro Sugata and Noriyuki
Kuga as independent officers provided for under the provisions of Tokyo Stock Exchange, Inc. andregistered the individuals as such with that exchange. The Company plans on having the officers keep
their position if their reelection is approved.
Masakatsu Mori, Mariko Tokuno, Yoichi Kobayashi, Shiro Sugata and Noriyuki Kuga satisfy therequirements for Criteria for Determining Independence of the Company on page 21.
(2)
The number of years as Outside Director of the Company
Masakatsu Mori, Mariko Tokuno, Yoichi Kobayashi, Shiro Sugata and Noriyuki Kuga have been serving
as the Company’s Outside Directors for eight years, four 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 to prevent
reoccurrences. After Mitsubishi Materials Corporation Group formulated measures etc. to enhance
governance structure, she has been making efforts to further enhance governance structure byoverseeing 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, Shiro
Sugata and Noriyuki Kuga 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 with them.
4. Directors and officers liability insurance policy
The Company has entered into a directors and officers liability insurance policy, as provided for in Article 430-3,
paragraph (1) of the Companies Act, with an insurance company. This policy covers losses, such as the amountof indemnification and litigation expenses incurred by the insured in cases where claims for damages arebrought forward by shareholders or a third party. If the reelection of each candidate is approved, they will be
included as the insured. In addition, when the policy is renewed, the Company plans to renew the policy with thesame terms.

18Agenda Item 2.

Election of One (1) Audit & Supervisory Board Member

The term of one (1) Audit & Supervisory Board Member, namely Takashi Yamashita, will expire
at the close of this General Meeting of Shareholders. Accordingly, we would like to propose theelection of one (1) Audit & Supervisory Board Member.
The following is the candidate for Audit & Supervisory Board Member.
Please note that Takashi Yamashita is a candidate for Outside Audit & Supervisory Board
Member.
In addition, the Audit & Supervisory Board has already approved this proposal.
Name of Candidate(Date of Birth)

Reelection
OutsideIndependent

Brief Background and Position at the Company(Important Concurrent Positions at Other Organizations)Oct. 1983
Mar. 1987
May 2003
Aug. 2014

Takashi Yamashita Jan. 2015
Jun. 2017(Feb. 18, 1956)

Number of
Shares
Owned

Joined Asahi Accounting Company
Registered as a Certified Public Accountant
Representative Partner of Asahi & Co. (currently:
KPMG AZSA LLC)
Established Takashi Yamashita CPA Office,Representative (current)
Registered as a Certified Tax Accountant
Audit & Supervisory Board Member of the Company(current)

Attendance to the(Important Concurrent Positions at Other Organizations)Board of Directors
Representative of Takashi Yamashita CPA Office
Meetings
Outside Director of Shin Nippon Biomedical Laboratories, Ltd.
FY2021/3:[Reasons for nomination as a candidate for Outside Audit &18/19 (95%)
Supervisory Board Member]
Attendance to the The Company proposes the reelection of Takashi Yamashita as
Outside Audit & Supervisory Board Member in order to draw on his
Audit &
Supervisory Board expertise related to finance and accounting as a certified public
accountant with respect to the Company’s audit structure. Although
Meetings
he does not have previous experience contributing to corporate
FY2021/3:
management, the Company has determined that he will
18/18 (100%)
appropriately perform duties as Outside Audit & Supervisory Board
Member because he possesses abundant experience andconsiderable insight as a certified public accountant.

0

Notes:
1. There are no particular vested interests between the Company and the candidate.
2. Additional information regarding the candidates of Outside Audit & Supervisory Board Members are as follows.
(1)
Independent officers
The Company appointed Takashi Yamashita as an independent officer provided for under the provisionsof the Tokyo Stock Exchange, Inc. and registered him as such with that exchange. The Company planson having the officer keep his position if his reelection is approved. Takashi Yamashita satisfies therequirements for Criteria for Determining Independence of the Company on page 21.
(2)
The number of years as Outside Audit & Supervisory Board Member of the Company
Takashi Yamashita has been serving as the Company’s Audit & Supervisory Board Member for four
years as of the closing of this General Meeting of Shareholders.
(3)
Other noteworthy events
Takashi Yamashita served as Outside Audit & Supervisory Board Member of the Company’s subsidiary
Yamato Transport Co., Ltd. from June 2016 to June 2017.
3. Agreement on liability limitation
The Company has concluded an agreement with Takashi Yamashita 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 isapproved, the Company will continue its agreement with him.
4. Directors and officers liability insurance policy

19

The Company has entered into a directors and officers liability insurance policy, as provided for in Article 430-3,
paragraph (1) of the Companies Act, with an insurance company. This policy covers losses, such as the amountof indemnification and litigation expenses incurred by the insured in cases where claims for damages arebrought forward by shareholders or a third party. If the reelection of Takashi Yamashita is approved, he will be
included as the insured.
In addition, when the policy is renewed, the Company plans to renew the policy with the same terms.

20[Reference] Management Structure After Agenda Items 1 and 2 Are Approved (Planned)●●

Yutaka Nagao

Representative Director,
Executive Officer and President

○

●

●

Kenichi Shibasaki

Representative Director,
Executive Officer and Vice
President●

Haruo Kanda

Director●

Masakatsu Mori

Director○○●

Mariko Tokuno

Director

○

○

●

●

●

Yoichi Kobayashi

Director

○

○

●

●

●

Shiro Sugata

Director

○

○

●

●

Noriyuki Kuga

Director○

Yoshihiro Kawasaki

Full-time Audit & Supervisory
Board Member

Mamoru Matsuno

Full-time Audit & Supervisory
Board Member

Takashi Yamashita

Audit & Supervisory Board
MemberRyuji Matsuda
Yoshihide Shimoyama

●

●

●

●

●

●

●

●

●

●

●

●

●
●

●
●

●

○

●

●

Audit & Supervisory Board
Member○●●Audit & Supervisory Board
Member

○

●

●

●

●

●
●

●

Global●IT/
digital technology

Personnel/
labor management○

Legal affairs/risk management

Marketing/
sales

Chairperson of the Board of
Directors

Position

Finance/accounting

Corporate management

Masaki Yamauchi

Name

OutsideNomination and Compensation
Committee

Expertise and experience

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 the Nomination andCompensation 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 Shiro Sugata.
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.

21

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 Members of
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 business thereof;(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.
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.

22

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 decisionmaking related to business execution.

23

(Attached Documents)

Business Report(From April 1, 2020 to March 31, 2021)

1. Status of the Corporate Group(1)

Operating Performance

In the fiscal year ended March 31, 2021, economic activities which had been stagnant due tothe global spread of the novel coronavirus disease (COVID-19) began to resume. Whereas
business sentiment has been showing signs of improvement, particularly in the manufacturingindustry, the outlook for economic recovery both in Japan and overseas remains unknown
particularly with the pandemic resurging at home and abroad amid uncertainties as to the status
of COVID-19 transmission ahead and timing as to when the pandemic might subside.
Meanwhile, COVID-19 has accelerated growth in the e-commerce domain across all industries
amid a scenario of changes in lifestyles and the business environment brought about by
developments such as companies promoting telework arrangements and a shift to online
services in the fields of medicine and education.
Under such circumstances, the Yamato Group aims to contribute consistently to the realizationof a prosperous society by creating a “new logistics ecosystem” that meets the needs ofcustomers and society. To such ends, we have promoted initiatives based on our transformation
plan “YAMATO NEXT100,” which serves as a grand design for management over the medium
to long term. These initiatives involve engaging in business transformations encompassing thethreefold aims of giving rise to the digital transformation (DX) of TA-Q-BIN, establishing an ecommerce ecosystem, and strengthening the corporate logistics business, while combining theGroup’s management resources prior to launch of the new management system in April 2021.
These initiatives also involve engaging in infrastructure transformations encompassing thethreefold aims of renewing Group management systems, shifting to data-driven management
style, and implementing sustainability initiatives. In the fiscal year ended March 31, 2021, withthe future spread of COVID-19 and when the pandemic might subside being unclear, with thesafety of our customers and employees as the top priority, we strove to provide logistics
services, including TA-Q-BIN. In so doing, we have been working to identify issues encounteredby our customers due to changes in lifestyles and the business environment, and havefurthermore been expanding sales for new delivery services and improving convenience in
response to the accelerating shift to e-commerce across all industries. We have also
strengthened account management on a Group-wide basis, and have been engaging ininitiatives to address new needs in the remote prescription domain of the telehealth field and in
the field of education in promoting the GIGA School concept, and to provide solutions forbuilding optimal supply chains for both physical stores and e-commerce. Moreover, we havealso been expanding collection and delivery capacity as well as optimizing costs. This has
involved building new delivery networks underpinned by alliances with our delivery partners,
while also promoting increased efficiency of collection, delivery and trunk-route transportationby shifting to data-driven management style and optimally allocating management resources
enlisting demand forecasting based on data analysis.

24Our consolidated financial results for the fiscal year ended March 31, 2021 were as follows.
(Millions of yen)
Item
Operating revenue

Fiscal year
Fiscal year
ended
ended
March 31, 2020 March 31, 2021

ChangeGrowth (%)

1,630,146

1,695,867

65,720

4.0

Operating profit

44,701

92,12147,420106.1

Ordinary profit

40,62594,01953,394131.4

Profit attributable to owners of parent

22,32456,70034,376154.0

As mentioned above, operating revenue amounted to 1,695,867 million yen, up 65,720 million
yen from the previous fiscal year. This is largely attributable to having achieved an increase in
the parcel delivery volume as a result of having taken action in the burgeoning e-commercedomain. Operating expenses amounted to 1,603,745 million yen, up 18,300 million yen from theprevious fiscal year. This was mainly due to our taking steps to optimizing costs by increasing
the efficiency of collection and delivery through the optimal allocation of management resources
based on data analysis and by promoting increased efficiency of our trunk-route transportationand sorting work amid increasing parcel delivery volume.
As a result, operating profit amounted to 92,121 million yen, up 47,420 million yen from theprevious fiscal year.

Initiatives for the entire Yamato Group
(i)

(ii)

(iii)

(iv)

In response to the spread of COVID-19 and to ensure that customers can use TA-Q-BIN
with peace of mind, we have been making sure that employees practice full hygiene
management, implementing contact-free deliveries and other infection prevention
measures when interacting with customers, using our website and other channels toshare information, and continuing to provide logistics services, including TA-Q-BIN.
We have been engaging in reform of the Group management structure geared toachieving sustainable growth, and accordingly promoting initiatives to achieve our threebusiness transformations and three infrastructure transformations while combining theGroup’s management resources prior to launch of the new management system in April
2021, based on our transformation plan “YAMATO NEXT100” which has been formulated
to serve as a grand design for management of the Yamato Group over the medium tolong term going forward.
In order to promote “Inclusive Management” that enables personnel to focus more on ourcustomers, we have been shifting to data-driven management style which has involved
streamlining and standardizing our logistics operations through digital transformation(DX), and have been giving rise to objective and scientific decision-making largely byimplementing demand and operating amount forecasts and making optimal allocations ofmanagement resources, on the basis of data analysis.
In response to social needs, we have been working toward creating a logistics service
that caters specifically to the shift to e-commerce by industries and establishing an ecommerce ecosystem in order to capitalize on the high growth potential of e-commerce.
During the fiscal year under review, we promoted efforts to expand sales for our new“EAZY” delivery service that improves convenience, safety, and efficiency with respect topurchase, delivery, and pick-up by connecting e-commerce users, e-commercecompanies, and delivery service providers across the board in real-time using digital
information, through our partnerships with major e-commerce companies. In addition, tofurther improve convenience for pick-up, we worked to add a new function that utilizes a25

digital key to provide a service to drop off packages in front of residences, etc. forcustomers who live in condominiums and apartment buildings with auto-lock entrances.
To optimize logistics for e-commerce vendors with stores in online shopping malls, we
implemented initiatives to further improve convenience and expand sales for services thatcompletely or partially replace operational functions from order receiving to shipping anddelivery. Moreover, based on alliances with partners with digital technology, we arepromoting efforts to expand sales of services that make it possible to pick up products
purchased through e-commerce from supermarkets, drugstores and other such
establishments that serve as customer lifelines. We are also embarking on initiatives forsales support to producers enlisting Live Commerce functions in alliance with live
streaming service providers, with the aim of building a new “Innovating Delivery” businessmodel.
(v) In order to strengthen corporate logistics business, we have been combining the Group’s
management resources for corporate business such as specialist human resources at
each Group company, logistics and distribution functions, and the trunk-routetransportation network connecting our distribution centers. We have also been promoting
initiatives for addressing customers’ business challenges and building a database toprovide solutions based on highly accurate, real-time information. Furthermore, we willcontinue to strengthen the management of our international businesses. During the fiscal
year under review, we have also been engaging in initiatives that entail providing solutions
for building optimal supply chains for both stores and e-commerce. This has involved
working to identify issues encountered by our customers due to changes in lifestyles andthe business environment and furthermore addressing new needs in the remoteprescription domain of the telehealth field and in the field of education in promoting the
GIGA School concept. In addition, we started consolidated transport of reagents for genetesting in the ultra-low temperature range to resolve logistics issues in anticipation offurther progress in personalized healthcare and, to fulfill our role as part of the social
infrastructure by contributing to the establishment of a vaccination system, we areengaged in the logistics for the COVID-19 vaccine.
(vi) In order to strike a balance between sustainable growth and the development of asustainable society, we have been promoting sustainability initiatives, and havefurthermore been taking steps to address material issues that have been identified withthe aim of increasing the efficiency of transportation and providing delivery that is betterfor the planet, our lifestyles, and the economy, by attentively connecting people withresources and data. This effort has been underpinned by our dual visions in terms ofpaving the way to a sustainable future, one of which is “Connect. Deliver the Future via
Green Logistics.” and the other of which is, “Through Co-Creation and Fair Business
Activities, Help Create a Society That ‘Leaves No One Behind.’”(vii) We have transformed to a fully optimized organization structured according to customer
segments and promoted efforts to revamp the Group’s management structure to further
accelerate management in order to further enhance a management structure that enables
us to confront customer and social needs. Furthermore, in April 2021, we launched a newGroup management structure. The Group management structure consists of business
units under the Company, which serves as a pure holding company, upon the integrationof the consolidated subsidiary Yamato Transport Co., Ltd. and seven other Group
companies. The Group Management structure consists of: Retail Business Unit consistingof Retail Business Division; Corporate Business Unit consisting of Corporate Business
Division, Global SCM Business Division, and EC Business Division; Functional Divisions;and Corporate function. In conjunction with this revamping of the Group’s management
structure, we plan to change the previous six operating segments to segments according
to the two businesses of “Retail Business Unit” and “Corporate Business Unit.”(viii) We have drawn up the Yamato Group’s medium-term management plan, “One Yamato
2023,” with the fiscal year ending March 31, 2024 set as its final fiscal year. Grounded on
26

progress and results achieved with respect to initiatives implemented based on ourtransformation plan “YAMATO NEXT100, the “One Yamato 2023” plan takes into accountthe accelerating industry-wide shift to e-commerce prompted by rapidly changing lifestyles
and distribution structure. Under the plan, the Group will aim to provide value to our
individual and corporate clients, as well as society as a whole. To such ends, we will
facilitate transformation across the entire supply chain extending from suppliers andmanufacturers to consumers, fully leveraging our business resources concentrated under
our concept of serving as a truly “One Yamato.”

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

(i)
(ii)

(iii)

(iv)

Fiscal year
Fiscal year ended
ended
March 31, 2020
March 31, 2021

ChangeGrowth (%)

1,799

2,096

297

16.5

987

826

(161)

(16.3)In the Delivery Business, the Yamato Group concentrated on TA-Q-BIN-centeredbusiness development, aiming to provide infrastructure that best suits our customers andcontribute to enriching people’s lives.
During the fiscal year under review, as the future spread of COVID-19 and when the
pandemic might subside being unclear, with the safety of our customers and employees
as the top priority, we pursued stable operations of our TA-Q-BIN network. In addition, we
have been engaging in streamlining collection and delivery, labor operations andadministrative tasks by promoting digitization of our overall logistics operations, and inadvancing structural reform of trunk-route transportation for the purpose of optimizing theentire network for streamlining transportation.
With respect to the burgeoning e-commerce domain, we promoted efforts to expand sales
for our new “EAZY” delivery service that improves convenience, safety, and efficiency withrespect to purchase, delivery, and pick-up by connecting e-commerce users, e-commercecompanies, and delivery service providers across the board in real-time using digital
information, through our partnerships with major e-commerce companies. In addition, tofurther improve convenience for pick-up, we worked to add a new function that utilizes adigital key to provide a service to drop off packages in front of residences, etc. forcustomers who live in condominiums and apartment buildings with auto-lock entrances.
Moreover, based on alliances with partners with digital technology, we promoted efforts to
expand sales for services that make it possible to pick up products purchased through ecommerce from supermarkets, drugstores and other such establishments that serve as
customer lifelines. We are also embarking on initiatives to facilitate sales to consumers
enlisting Live Commerce functions in alliance with live streaming service providers, withthe aim of building a new innovating delivery business model.
As for individual customers, we worked to improve convenience by providing services
enabling customers to complete TA-Q-BIN sending procedures using their smartphones,
and providing them with access to features such as online payment settlement andanonymous delivery. Also, to further increase convenience through support for cashless
payments with regard to payment of TA-Q-BIN fees and other transactions, we havecreated an environment to introduce six new types of QR code payment settlement, in
addition to the current methods using cash, e-money, and online payment settlement.
Meanwhile with respect to corporate clients, we have been promoting initiatives for
27

(v)

(vi)

addressing their business challenges. Such efforts have involved striving to identify issues
encountered by our customers due to changes in the business environment andstrengthening account management in coordinated efforts of the Group. A specificexample of such initiatives is our provision of solutions tailored to pharmacies engaged in
the remote prescription domain.
We have been taking steps to improve services for residents geared toward resolving
issues facing communities. In part, this has involved collaborating with municipalities andcompanies in efforts that entail helping those who have difficulties doing their shoppingand helping to watch over elderly residents. In particular, we have been addressing issues
that have emerged for elderly residents, such as the increase in the number of elderly
people living alone and a weakening of community bonds in local communities, labor
shortages and aging of staff at local comprehensive support centers, community
members and others who watch over elderly people, and the spread of COVID-19 which
has made it difficult for those who live far away to easily visit their family members. To
such ends, we conducted a nationwide expansion of the areas where we provide ourmonitoring services, which utilize IoT light bulbs that can be connected to the outside
world via the internet and Yamato Transport’s management resources. Moreover, wehave also been helping to revitalize local industry particularly through initiatives thatinvolve helping to expand sales channels for locally produced products.
Operating revenue amounted to 1,418,993 million yen, up 8.3% from the previous fiscal
year owing to a higher parcel delivery volume as a result of having taken action in theburgeoning e-commerce domain. Operating profit amounted to 77,195 million yen, an
increase of 49,945 million yen from the previous fiscal year from increasing the efficiency
of collection and delivery through the optimal allocation of management resources basedon data analysis and promoting increased efficiency of our trunk-route transportation andsorting operations amid increasing parcel delivery volume.

BIZ-Logistics
(i)

(ii)

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.
We have promoted a Group-wide approach to account management with the aim ofproviding total logistics solutions that facilitate supply chain transformation, thereby
addressing challenges encountered by our customers due to changes in the businessenvironment, amid the accelerating industry-wide shift to e-commerce. During the fiscal
year under review, we worked to optimize the construction of supply chains to contributeto business improvements, such as optimization of stock for both stores and e-commerce,
speedy delivery and reductions in transportation costs by seamlessly linking ournationwide network of business locations and transportation network, which are strengthsof the Yamato Group, and making digital information visible, for the sake of business
operators working to enhance their operations in the e-commerce domain whiledeveloping retail stores. In addition, to optimize logistics for e-commerce vendors withstores in online shopping malls, we used our partnerships with major e-commercecompanies to implement initiatives to further improve convenience and expand sales forservices that completely or partially replace operational functions from order receiving toshipping and delivery. In addition, we started consolidated transport of reagents for genetesting in the ultra-low temperature range of minus 70 degrees Celsius or below to resolve
logistics issues in anticipation of further progress in personalized healthcare and, to fulfill
our role as part of the social infrastructure by contributing to the establishment of a
vaccination system, we are engaged in the logistics for the COVID-19 vaccine.

28

(iii)

Operating revenue amounted to 146,609 million yen, up 1.9% from the previous fiscal
year mainly resulting from expanding sales generated by trading logistics services, which
provided emergency transport of medical and sanitary products and also tapped
increasing demand for cross-border e-commerce, despite decreases in our handling ofoverseas lifestyle support services and fine art transport due to restrictions placed on
movement and cancellations of art exhibitions associated with the spread of COVID-19.
Operating profit was 5,108 million yen, up 2.7% from the previous fiscal year.

Home Convenience
(i)

(ii)

In the Home Convenience Business, we are working toward enabling customers toachieve greater convenience and comfort in their lives through daily lifestyle support
businesses that draw on the Yamato Group’s nationwide network. During the fiscal year
under review, we promoted efforts to expand the service territory and to increase sales ofour “My Moving” moving-related services for one-person households.
Operating revenue amounted to 26,847 million yen, down 3.4% from the previous fiscal
year mainly due to a decrease in moving demand as a result of the spread of COVID-19,
as well as a decrease in our handling of some customer business as a result of carryingout adequate pricing initiatives with respect to the “Raku Raku Household TA-Q-BIN”
service. As for profits, the segment posted an operating loss of 5,699 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 platform businessthat 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 of things (IoT)
and other such innovations to accelerate growth of the Yamato Group businesses.
As a service for helping our customer streamline their operations and ensuring greater
convenience of end-users, we offer the “Multi-value Charge Service” which facilitates
cashless payments involving e-money and other payment options of a user’s choice, suchthat are made to individuals from business enterprises involved in second-hand item
purchasing and e-commerce returned merchandise. During the fiscal year under review,for business operators wishing to introduce this service, we promoted efforts to expand
sales and added features that enable swift and inexpensive service access without theneed to develop such systems in advance.
Operating revenue amounted to 28,417 million yen, down 7.1% from the previous fiscal
year mainly as a result of system support for addressing the lower rate of taxation
recoiling from the previous fiscal year, and despite increased use of the “Web-based
Shipment Control Service” for assisting with order-acceptance and dispatching operations
as a result of having taken action in the burgeoning e-commerce domain. Operating profit
amounted to 11,669 million yen, up 9.4% from the previous fiscal year mainly due to firm
results with respect to use of our highly profitable existing services.

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 mailorder products and business-to-business transaction settlement.
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 of bothour “Kuroneko Web Collect” comprehensive internet-based transaction settlement29

(iii)

service, “Kuroneko Pay After Delivery Services” and our e-money settlement services.
During the fiscal year under review, we worked to expand sales of our “Raku-uru Cart”
service, which helps business operators newly enter the e-commerce market by providing
one-stop support in terms of shopping cart function, payment settlement, and delivery
services, thereby addressing challenges encountered by our customers due to changes inthe business environment.
Operating revenue amounted to 39,671 million yen, down 48.5% from the previous fiscal
year mainly due to scope of consolidation changes associated with a partial transfer of
Yamato Lease Co., Ltd., which engages in the lease service business, and despite anincrease in use of our “TA-Q-BIN Collect,” “Kuroneko Web Collect,” and “Kuroneko Pay
After Delivery Services,” as a result of having taken action in the burgeoning e-commercedomain. Operating profit was 6,276 million yen, down 0.7% from the previous fiscal year.

Autoworks
(i)

(ii)

(iii)

In the Autoworks Business, we offer vehicle maintenance services that enable servicing
without the need to stop business operations, thereby facilitating operational safety andextended vehicle uptime of medium-sized transportation companies that have multiple
locations. Furthermore, we provide services that help our customers improve their asset
utilization ratios, by adding options of “maintaining and safeguarding logistics facilities andequipment, and improving such workplace environments,” along with “offering insurance
plans tailored to customer risk management needs” which provide coverage for such
assets and employees.
During the fiscal year under review, we have newly established four locations hosting a“Superworks” maintenance plant for achieving operational efficiency. We also further
strengthened our network and carried out initiatives to increase sales of our maintenanceservices through close communication with customers.
Operating revenue amounted to 21,833 million yen, down 12.4% from the previous fiscal
year mainly as a result of a decrease in fuel sales volume. Operating profit was 3,600
million yen, down 16.2% 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 tocustomers through timely delivery and frequent, right-amount delivery. During the fiscal
year under review, we continued to work to expand sales of our services with the future
spread of COVID-19 and when the pandemic might subside being unclear.
Operating profit excluding dividends which Yamato Holdings Co., Ltd. received from theGroup companies decreased 21.0% from the previous fiscal year to 1,495 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 that regard
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 carried out the “Zero Traffic Accidents Campaign” in order toimprove safety awareness on a Group-wide basis and promoted other initiatives, such aspresenting awards in respective geographic regions to drivers who have consistently
excelled in terms of driving safely with no accidents. Due to COVID-19, we refrained fromholding our “Safety Classes for Children,” which we have been continually offering to
30

(ii)

(iii)

(iv)

(v)

children in day care facilities, kindergartens and elementary schools across Japan since1998 with the aim of convey the importance of traffic safety.
Based on its corporate philosophy, the Yamato Group carries out business activities inaccordance with the law and social norms and actively promotes compliancemanagement. Striving to maximize corporate value by effectively utilizing themanagement resources of the Group is one of the top priorities of management, and wehave implemented measures and bolstered management systems as part of ourcorporate governance initiative. Moreover, we engaged in efforts to furthermore
strengthen our Group governance with the aim of enhancing sound Group management.
During the fiscal year under review, we engaged in efforts that included strengthening themerchandise inspection systems of the overall Yamato Group and upgrading the whistleblower system.
The Yamato Group recognizes that its approximately 220,000 employees are the Group’s
greatest asset, and accordingly acts to create an employee-friendly and rewarding
working environment where employees can take a vibrant approach to work, in order toheighten employee satisfaction and to serve as a company where a diverse range oftalent chooses to work. During the fiscal year under review, we engaged in efforts that
include building appealing personnel systems, adopting a performance evaluation
scheme that encourages independent and autonomous behavior, and re-establishing an
educational system. We also introduced newly designed uniforms focused on “employeefriendly” and “environmentally friendly” while using plant-based materials that contribute to
reducing carbon dioxide, realizing further increases in functionality, safety, and comfort.
The Yamato Group recognizes that climate change is a crucial issue with respect tomaking the notion of a sustainable society a reality, and accordingly identifies andevaluates risks and opportunities associated with climate change. Moreover, we havebeen taking action to achieve the vision of virtually zero carbon dioxide emissions (inhouse emissions), established as a long-term goal, through efforts that involve shifting touse of vehicles that produce lower carbon dioxide emissions, developing and introducing
next-generation mobility including electric vehicles, and handling collection and delivery ina manner that does not involve use of automobiles. Moreover, we have been engaging inother initiatives that involve reducing carbon dioxide emissions by heightening theefficiency of our trunk-route transportation to major cities and extending operations served
by our “Super-Full Trailer SF25,” which helps reduce long-haul driver workloads. During
the fiscal year under review, we engaged in field testing involving next-generationcollection and delivery mobility using modes of transport that do not emit carbon dioxideduring operation, given our aims of creating diverse employment opportunities and further
increasing the efficiency of collection and delivery. Moreover, we started to use small
mobile refrigeration units, which we have been developing in partnership with
manufacturers. These refrigeration units contribute to better fuel efficiency and lower
carbon dioxide emissions when driving, and will facilitate our EV shift with respect to ourdelivery vehicles going forward. Due to COVID-19, we refrained from holding our“Kuroneko Yamato Environmental Class” sessions, which we have been continuallyoffering nationwide since 2005, with the aim of providing support for environmental
education of children who will bear responsibilities of the next generation.
Aiming to create more sustainable social value, the Yamato Group promotes initiatives forsharing 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. In
addition, for residents in suburban areas which are undergoing changes with respect topeople’s life stages, we have been providing support for community development geared31

to ensuring that local residents are able to lead comfortable lives. Our efforts have
involved helping to revitalize local communities where we have our business locations,and providing such residents with lifestyle support services that include handling shoppingand housekeeping on their behalf. Also, we have been addressing issues that haveemerged for elderly residents, such as the increase in the number of elderly people living
alone and a weakening of community bonds in local communities, labor shortages andaging of staff at local comprehensive support centers, community members and others
who watch over elderly people, and the spread of COVID-19 which has made it difficult for
those who live far away to easily visit their family members. To such ends, we conducteda nationwide expansion of the areas where we provide our monitoring services, which
utilize IoT light bulbs that can be connected to the outside world via the internet andYamato Transport’s management resources.
(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 experience the joy of working autonomously.
Specifically, we engage in ongoing programs that support economic independence ofpeople with disabilities, such that include actively employing people with disabilities at the
Swan Bakery which makes and sells bread, providing them with workplaces through theconsigned delivery of Kuroneko DM-Bin, and operating job-finding support facilities where
they take part in training to acquire skills and knowledge necessary for employment.
(vii) The Yamato Group has been promoting sustainability initiatives with the aim of striking abalance between sustainable growth and the development of a sustainable society, basedon its transformation plan “YAMATO NEXT100,” which serves as a grand design for
management over the medium to long term. In addition, we have formulated theSustainable Medium-Term Environmental Plan 2023 and Medium-Term Social Plan 2023
and have furthermore set specific actions to be taken on each materiality and targets tobe achieved by March 31, 2024. We accordingly aim to achieve our two visions stated as“Connect. Deliver the Future via Green Logistics” and “Through Co-Creation and Fair
Business Activities, Help Create a Society That Leaves No One Behind,” set forth for thecreation of a sustainable future. Under this medium-term plan, the Yamato Group will
work toward strengthening sustainable management with the aim of evolving into a
company that supports society’s development in a manner that meets current and futureneeds of our customers and communities.

32

Formulation of Yamato Group Sustainable Medium-Term Environmental Plan 2023 andMedium-Term Social Plan 2023
~Establishing Targets for Individual Materiality Related to Environment and Society~1. Background of Formulating Sustainable Medium-Term Plans
Now, when society as a whole is facing many urgent issues, such as climate change, labor,human rights, discrimination, and COVID-19, it is becoming increasingly important that
corporations also diligently face these issues. In January 2020, the Yamato Group announced“YAMATO NEXT100,” its grand design for its medium- to long-term management. In it, we set
out two visions: “Connect. Deliver the future via green logistics,” which consists of four targets,
including realizing carbon neutrality (net zero carbon emissions) in fiscal 2050*, and “Throughco-creation and fair business activities, help create a society that ‘leaves no one behind,’” which
consists of six targets that will help improve the quality of people’s lives.
Sustainable Medium-Term Environmental Plan 2023 and Medium-Term Social Plan 2023 arecomprehensive sustainable medium-term plans that set out specific actions to be taken on eachmateriality (important issue) and targets to be achieved by 2023 in order to realize thesevisions.
We aim for sustainable development of society and business by implementing these measuresin our business activities.
*Scope 1&2 (in-house emissions)

2. Focus Points and Targets for Each Materiality(1) Medium-Term Environmental Plan 2023
In order to drastically reduce the environmental burden of business activities, we set absolutetargets as well as targets for areas in the logistics industry where we can contribute to thewidespread use of innovative technology, such as materials and vehicles. These targets also
cover initiatives and business opportunities in collaboration with diverse partners to increase theresilience of our customers, partners, and local communities, and to create environmental
value.
Moving Forward, “Connect. Deliver the Future via Green Logistics.” Yamato Group’s Individual-Driven
Environmental Reforms.
Energy & Climate
Mitigate Climate ChangeAtmosphere
Clean Up the Skies(Prevent Air Pollution)

Resource Conservation & Waste
Promote Resource Conservation
and Reduce Waste

Resilience of Companies &Society
Support a Society That
Combats Environmental Changes












Reduce greenhouse gas emissions by 10% compared to fiscal year
ended March 31, 2021*1
Reduce greenhouse gas emission intensity by 10% compared to fiscal
year ended March 31, 2021*2
Use 30% of electricity generated via renewable energy sources
Reduce NOx and PM emissions from vehicles by 25% compared to fiscal
year ended March 31, 2021*3
Introduce vehicles that emit fewer air pollutants
Use 55% renewable resources and recycled materials for papermaterials*4
Reduce landfill disposal rate to 5% or less*5
Provide products utilizing recycled materials and resource-saving
materials
Green logistics in collaboration with our business partners
Collaborate with society to improve environmental resilience(Conduct tests and distribute information for adapting to climate change,
etc.)
Provide environmentally friendly products and services

33

Reinforce Environmental Management*1: In-house emissions of consolidated companies in Japan and Swan Co., Ltd. (Scope 1 & Scope 2)*2: In the same range as *1. tCO2e /operating revenues of ¥100 million. *3: The range refers to Yamato Transport Co., Ltd.
*4: Paper material refers to cardboard for shipping, pickup and delivery materials, etc.
*5: Equivalent to reduction by half compared to the past.

(2) Medium-Term Social Plan 2023
In order to realize an enriched society through business activities, we have incorporated
initiatives to meet international standards and needs in our plans. Our targets will also
cover labor and human rights-related issues, and we will respect diverse personnel andcreate a work environment in which employees can play an active role. Additionally, we
will strive to resolve social issues together with local communities and supply chains.
Through Co-Creation and Fair Business Activities, Help Create a Society That “Leaves No One Behind.”
Labor
Create a work environment
where employees can thriveImprove operating revenue per employee (through high-value-added
work)
Reduce overtime for employees by 20% compared with fiscal year
ended March 31, 2021
Ensure annual paid leave utilization rate is 90% (achieve work-lifebalance)

Human Rights & Diversity
Create a corporate culturethat respects human rights anddiversity

Ensure 100% attendance rate in human rights training for all employees
Ensure percentage rate of employees with disabilities is 2.5%
Double number of female managers (executives) compared with fiscal
year ended March 31, 2021 / Ensure 10% of all managers are female

Safety & Security
Create initiatives to carry out
business in a safe and securemanner

Achieve zero serious traffic accidents (fatal traffic accidents where theCompany is responsible)
Reduce number of traffic accidents (where bodily injury occurs) by 50%
compared with fiscal year ended March 31, 2020
Achieve zero serious occupational diseases (work-related deaths)
Reduce frequency of lost workday injuries by 20% compared with fiscal
year ended March 31, 2020Data Utilization & Security
Create an information
security infrastructureDevelop an infrastructure for creating businesses that utilize data toresolve social issues
Achieve zero serious information security incidents
Ensure 100% deployment of information security managers at majororganizations and 100% implementation of training for information
managers

Supply Chain Management
Develop a common understanding
with stakeholdersComplete creation and demonstration of monitoring framework

Community
Create corporate citizenshipactivities that are rooted in local
communities and create aframework for business creationComplete creation of a framework to measure effectiveness of corporate
citizenship activities and business in resolving social issues

34

Examples of our initiatives on material issues[Targets in Sustainable Medium-Term Plan
2023]

Reduce greenhouse gas emissions(GHG) by 10% compared to fiscal year
ended March 31, 2021*1
Reduce GHG emission intensity by
10% compared to fiscal year ended
March 31, 20212

Energy & Climate

Environment

Mitigate Climate Change*1: In-house emissions of consolidated companies in Japan and
Swan Co., Ltd. (Scope1 & Scope2)*2: In the same range as *1. tCO2e /operating revenues of ¥100
million.

DENSO and Yamato Transport develop compact mobile refrigerator “D-mobico”‒Combined with an insulated thermal box to realize refrigerated / frozen delivery in all
vehicles and reduce CO2 during delivery‒
DENSO Corporation and Yamato Transport Co., Ltd. have co-developed a compact mobile
refrigerator “D-mobico” *3. Yamato Transport began introducing it on delivery trucks in February
2021. With the expansion of the e-commerce market in recent years, there is a growing needfor delivery of foods and pharmaceuticals that require temperature control. In addition, demand
for small-lot, frequent deliveries of refrigerated and frozen products for businesses is also
increasing. At the same time, many vehicles use dry ice for delivery, and more environmentallyfriendly delivery is required.
The newly developed “D-mobico” is a compact, lightweight and portable refrigerator that can
flexibly handle various types of deliveries since it is compatible with a variety of shapes anddimensions of insulated thermal boxes that can be selected depending on cargo application andload. In addition, since this product is powered by a mobile battery, it does not draw energy
from the engine, nor does it use dry ice, which contributes to improved fuel efficiency andreduced CO2 emissions while driving, and which will contribute to future EV conversion ofdelivery trucks.
The Yamato Group aims to reduce greenhouse gas emissions by reducing dry ice and shifting
to renewable energy. Going forward both companies will continue to contribute to the safe,
secure and environmentally friendly delivery of refrigerated and frozen products.
*3 “D-mobico” is a trademark of DENSO Corporation. We named it after “DENSO mobile cool,”meaning compact mobile refrigerator.

35

LaborSocialCreate a work environment
where employees can thrive[Targets in Sustainable Medium-Term Plan
2023]

Reduce overtime for employees by 20%
compared with fiscal year ended March
31, 2021

Ensure annual paid leave utilization rate
is 90%Creating a work environment where every employee can play an active role
The Yamato Group’s greatest asset is its approximately 220,000 employees. In conducting
business with the support of many people, we believe that protecting the physical and mental
health and dignity of people is the foundation of our business and the basis of sustainable
management.
For the fiscal year ended March 31, 2021, management resources were allocated optimallybased on demand forecasts derived from data analysis, aimed at improving the efficiency ofcollection and delivery as well as trunk route transportation, and in collaboration with delivery
partners, we responded to the expansion of EC demand by constructing an EC delivery
network. Consequently, the volume of parcels handled increased significantly, but we were able
to maintain and improve the working environment of our employees.
Under “Sustainable Medium-Term Plans 2023,” we will work on optimization of operations, laborsaving and improving the working environment through the use of technology and digitaltransformation, and we will promote creating a work environment where employees can thrive
through establishing an HR system, developing the capabilities of every employee and placing
the right person in the right position.

SocialCommunity
Create corporate citizenshipactivities that are rooted inlocal communities and createa framework for businesscreation[Targets in Sustainable Medium-Term Plan2023]
Complete creation of a framework tomeasure effectiveness of corporate
citizenship activities and business inresolving social issues

Deploying a monitoring service that utilizes IoT light bulbs and Yamato’s management
resources(Background and purpose)
The number of elderly people living alone in local communities is increasing every year, andsocial participation is decreasing due to the dilution of local communities, with the situation of
becoming easily isolated starting to stand out. At the same time, the aging of those who arewatching over the elderly and staff shortages such as for local comprehensive support centers,
community members, long-term care welfare providers, and residents’ associations, isbecoming critical. Furthermore, due to the spread of COVID-19, the social environment haschanged drastically, making it difficult for those who live far away to easily visit their family
members, and new challenges have emerged in “watching over the elderly.” In order to addressthese three issues, Yamato Transport has carried out a demonstration experiment for an elderly
monitoring service in Tama City, Tokyo from June 2020 using the IoT light bulb “HelloLight”
which is communications-enabled with the outside, developed by HelloLight, Inc.
During the demonstration experiment in Tama City this time, we were able to confirm certain
usefulness metrics such as the effectiveness of the service and individual use needs, and we

36

received many requests for introduction from other local governments, so we are expanding theservice area.
(Overview of services)
Yamato Transport will install the IoT light bulb “HelloLight” in the installation destination home ofsomeone who wants to use the service (example: an elderly person). If the light bulb installed in
the home does not turn on / off for a certain period of time, an anomaly detection email will be
automatically sent to the notification destination specified by the user (example: relatives andfriends) and to a Neko Support Service Center of Yamato Transport.
After receiving the anomaly detection email, the person who received the notification willcontact the user, and if contact cannot be made at that time, by contacting the Neko Support
Service Center, a Yamato Transport staff will then visit the user’s home. In the unlikely eventthat there is no response or the staff feels that something is wrong, we will contact the local
comprehensive support center, which is a consultation counter for the elderly, and report thesituation to the notification destination.

37

(2)

Issues to Be Addressed

The Yamato Group is operating in a business environment that is undergoing substantial
transformation particularly in terms of diversifying customer needs, declining regional
populations, a shrinking labor population, and climate change. Meanwhile, COVID-19 has
furthermore accelerated growth in the e-commerce domain across all industries as companies
address changes in consumer behavior and lifestyles caused by the pandemic. Amid thatbusiness environment, the Yamato Group has been seeking to sustainably increase its
corporate value by helping to enrich our society as stated under its Management Philosophy. To
that end, on April 1, 2021, we began shifting to a Group management structure centered on the“New Yamato Transport,” which combines management resources of our respective Group
companies, while furthermore embarking on our medium-term management plan, “One Yamato
2023,” with the fiscal year ending March 31, 2024 set as its final fiscal year. We will furthermore
accelerate implementation of the following initiatives based on the “One Yamato 2023” plan,
which aims to provide comprehensive value by meeting the needs of individuals, corporations,
local customers, and society to transform the supply chain in response to changing lifestyles.
(i)

(ii)

Increasing productivity across the entire Yamato GroupThe notion of achieving higher productivity poses critical challenges given the shrinking
labor population and other such changes in the business environment. Under “OneYamato 2023,” engaging in management based on data analysis serves as a priority
measure. We will optimally allocate the Group’s management resources in a manner that
addresses needs of our changing and increasingly diverse clients, both individual andcorporate, by improving the accuracy of our demand and operating amount forecasts in
respective geographic regions. We will furthermore increase productivity across our entire
logistics network. This will involve adequate reallocation to the network of our nationwide
holdings of commercial warehouses, sorting terminals, TA-Q-BIN Centers, and otherbusiness locations. It will also involve consolidating our trunk-route transportation thus far
handled by disparate Group companies, reducing transportation between facilities, andadequately allocating personnel and vehicles to respective sites. We will also optimize
and standardize our delivery process by transforming work operations, and shifting toautomation and digitization, thereby increasing the amount of time frontline personnel
interact with our customers, expanding our collection and delivery capabilities, andenabling us to make improvements in safety and quality.
Moreover, we will reduce the administrative and indirect operations workload of ourfrontline personnel by promoting business process re-engineering (BPR), which will
involve standardizing and digitizing such tasks.
Increasing operating revenue through growth in the corporate client domain
Our corporate clients are encountering increasingly diverse challenges when it comes totransforming their supply chains to address changes in consumer behavior and lifestyles
caused by the spread of COVID-19. We regard such changes as an opportunity forbusiness growth, and have accordingly set targets under our “One Yamato 2023” planwith respect to providing value across the entire supply chain, beyond the business-toconsumer (B2C) domain. Given that this involves seeking solutions to managerial
challenges encountered by our clients across their entire supply chains, we areaccordingly focusing on such services as a new field of growth rather than an extension of
our existing fields of business.
In order to achieve these targets, we have consolidated the Group’s previously dispersed
sales functions and management resources into Yamato Transport, and are now resolving
customer challenges backed by an optimal framework that makes it possible for us tointeract closely with them. In addition, our Corporate Solutions Control Center, which
consolidates sales information, will accordingly spearhead efforts to facilitate frontline
sales initiatives by creating optimal proposals for all of our corporate clients. We willfurthermore seamlessly digitize and visually monitor operations, organically combining38

(iii)

each business location with regional networks capable of handling frequent small- andmedium-lot collection and delivery, in addition to our TA-Q-BIN and EAZY services. This
will make it possible to streamline not only distribution but also backyard operations
related to stores and e-commerce operations, while providing value across the entire
supply chain through efforts that involve reducing sales opportunity loss and optimizing
inventories.
We will strive to create optimal e-commerce ecosystem solutions that enable e-commercecompanies to expand in step with sellers, e-commerce users, and delivery service
providers. To such ends, we will enhance our EAZY CREW service as a partner and will
also improve the functions of our EAZY service, which is based on real-timecommunications with customers. We will also enhance our solutions for procurement,
inventory movement, and other upstream domains for major and minor e-commercecompanies, as well as for manufacturers and retailers aiming to strengthen their ecommerce domains going forward.
Promoting strategies for achieving sustainable enhancement of corporate value
With the aim of sustainably enhancing our corporate value, we engage in initiatives under
our “One Yamato 2023” plan that involve promoting data and innovation strategies,
reforming management structure and reinforcing governance, engaging in HR strategy
which supports “Innovating Delivery Business,” improving capital efficiency, andstrengthening sustainable management.
Our data strategy involves upgrading core systems, as well as maintaining digital dataand enhancing digital platforms to achieve more sophisticated use of date. Meanwhile,
our innovation strategy involves promoting open innovation, which entails pinpointing andcollaborating with startups as well as investing in such startups with the aim of creating
new businesses, particularly using the “KURONEKO Innovation Fund.”We will also strengthen governance based on the new Group management structure
through ongoing efforts to strengthen corporate governance. This will entail separating
management supervision and execution, maintaining and enhancing managementtransparency, as well as establishing governance with an emphasis on decision-making
speed with Yamato Transport serving as the core company mobilizing our management
resources.
When it comes to our HR strategy, which supports “Innovating Delivery Business,” we will
establish a personnel system that makes it possible to clarify and assess the roles andresponsibilities of each and every employee, thereby ensuring that they are able toachieve outstanding performance. Other initiatives in this regard will involve establishing a
training organization with the aims of enhancing our organizational strengths and training
specialist human resources. We will also rapidly promote development of digitally literate
employees by enhancing our digital education programs and increasing digital literacy of
all employees including management. Moreover, we will create work environment thatenables our approximately 220,000 employees, the Yamato Group’s greatest asset, towork with more peace of mind. We accordingly aim to maintain a rewarding work
environment that causes employees to take a vibrant approach to work and where humanrights and diversity are respected.
When it comes to improving capital efficiency, we will place more emphasis on capitalefficiency in managing our operations by taking a two-pronged approach with financial
strategy in terms of pursing both business growth and cost structure reform. We will
accordingly achieve greater shareholder value through timely and appropriate capital
policy underpinned by stable dividends mindful of the ratio of dividends on equity (DOE),
with due consideration placed on growth (operating revenue), profitability (operating profit
margin), financial soundness (cash generation, balance of cash and deposits, equity ratio
levels), progress of investments, capital efficiency and other such factors.
When it comes to strengthening sustainable management, we will take steps to achieve
our environmental and social visions as set forth in the “YAMATO NEXT100” plan, which
39

serves as a grand design for management over the medium to long term. We accordingly
aim to help bring about sustainable development of society and business by engaging inbusiness activities in a manner that encompasses our plans for targets to be achieved byMarch 31, 2024, and specific actions to be taken in response to material issues.
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.

40

(3)

Business Performance and Changes in Financial Position(Millions of yen)
2018/3153rd

2019/3154th

2020/3155th

2021/3156th

1,538,813

1,625,315

1,630,146

1,695,867

Profit attributable to owners of parent

18,231

25,682

22,32456,700

Basic earnings per share (Yen)

46.24

65.14

56.78

151.55

Total assets

1,114,870

1,123,659

1,100,739

1,089,991

Net assets

557,586

573,388562,835

584,287

Net assets per share (Yen)

1,395.74

1,435.15

1,441.20

1,553.45

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 of eachfiscal year.

(4)

Delivery Volume of Small Parcels(Million parcels / units)
2018/3153rd

2019/3154th

2020/3155th

2021/3156th

TA-Q-BIN

1,836

1,803

1,799

2,096

Kuroneko DM-Bin

1,464

1,211

987

826

Item

41

(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 (doorto-door parcel delivery, Kuroneko DM-Bin, and domestic air cargo transportbusiness, 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.)
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, etc.)
Collective vehicle management agent business for transportation companies(vehicle maintenance business, fuel sales, and nonlife insurance agent
business, etc.)

Home Convenience

e-Business

Financial

Autoworks

Business-to-business logistics services by JITBOX Charter and sharedservices, etc.

Other

(6)

Capital Expenditure

The capital expenditure for the fiscal year ended March 31, 2021 totaled 32,899 million yen andthe principal components were as follows:(Millions of yen)
Item

Delivery(7)

Company

Content of investment

Amountinvested

Purchase of vehicles (2,620 units)

12,978

Edagawa sorting base

1,466

Yamato Transport Co., Ltd.

Financing Activities

Not applicable.

42

(8)

Principal Creditors(Millions of yen)
Outstanding borrowing

Creditors
Mizuho Bank, Ltd.

14,000Sumitomo Mitsui Banking Corporation

5,000

MUFG Bank, Ltd.

5,000

Note: 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

201,179(1,591)

BIZ-Logistics

8,561

380

Home Convenience

4,187

(603)

e-Business

3,528

33

Financial

680

(119)

Autoworks

2,274

63

Other

2,782

83

Total

223,191(1,754)

Note: The above numbers include 126,362 part timers (a year-on-year increase of 161).

(10) Vehicles
Business area

Number of vehicles

Delivery
BIZ-Logistics
Home Convenience(Units)Changes from previous
fiscal year-end

51,080

202

981

(35)

1,445

(108)

e-Business

52

(5)

Financial

87

(878)

Autoworks

799

(8)

Other

1,664

446

Total

56,108(386)

43

(11) Major Subsidiaries
Business area

Company

Share capital

Ownership(%)(Millions of yen)

Delivery

50,00050

100.00100.001,000

100.001,000

100.00

Yamato Global Logistics
Japan Co., Ltd. (Note 1)

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.
(Note 1)
Yamato Autoworks Co., Ltd.

1,000

100.0030

100.00

BIZ-Logistics

Autoworks

Yamato Transport Co., Ltd.
Okinawa Yamato Transport
Co., Ltd.
Yamato Global Express Co.,
Ltd. (Note 1)
Yamato Logistics Co., Ltd.
(Note 1)

4

480

44

Principal business activities

100.00TA-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
Vehicle management service
business;
vehicle maintenance service;
sales of fuel and auto parts;
repair and sales of freezers,
refrigerators and cargohandling 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

100.00100.00100.00Notes: 1.

Ceased to exist as of April 1, 2021, as a result of an absorption-type merger in which Yamato Transport
Co., Ltd. is the surviving company.
2. The status of a specified wholly owned subsidiary company as of March 31, 2021 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
489,922Ltd.
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,
Okinawa

41

Yamato Global Express Co., Ltd.

Minato-ku, Tokyo

291

Yamato Logistics Co., Ltd.

Chuo-ku, Tokyo

79

Yamato Global Logistics Japan Co., Ltd.

Chuo-ku, Tokyo

56

YAMATO TRANSPORT U. S. A., INC.

California, U.S.A.

25

Home Convenience

Yamato Home Convenience Co., Ltd.

Chuo-ku, Tokyo170

e-BusinessYamato System Development Co., Ltd.

Koto-ku, Tokyo

32

Financial

Yamato Financial Co., Ltd.

Chuo-ku, Tokyo

41

Autoworks

Yamato Autoworks Co., Ltd.

Chuo-ku, Tokyo

102

Other

Yamato Holdings Co., Ltd.

Chuo-ku, Tokyo

1

YAMATO BOX CHARTER CO., LTD

Chuo-ku, Tokyo

60

YAMATO (CHINA) CO., LTD

Shanghai, China

1

YAMATO INVESTMENT (HONG KONG)
LIMITED

Hong Kong

1

YAMATO ASIA PTE. LTD.

Singapore1

BIZ-Logistics

45

7,026

2. Overview of Shares (As of March 31, 2021)(1) Total Number of Shares Authorized:

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

388,575,592 shares

Note: The total number of shares issued has decreased by 22,764,400 shares from March 31,
2020, due to cancellation of treasury shares effective as of October 13, 2020.

(3) Number of Shareholders:

42,959 persons(4) Principal Shareholders
Number of shares
owned(Thousands of shares)

Shareholders

Ownership percentage(%)

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

46,476

12.51

Yamato Employees’ Shareholding Association

23,784

6.40

Custody Bank of Japan, Ltd. (Trust Account)

21,904

5.90

Meiji Yasuda Life Insurance Company

14,814

3.99

Nippon Life Insurance Company

14,7703.98

Mizuho Bank, Ltd.

10,247

2.76

Yamato Trading-Partner Shareholding Association

8,409

2.26

TOYOTA MOTOR CORPORATION

5,748

1.55

Sompo Japan Insurance Inc.

5,133

1.38

Aioi Nissay Dowa Insurance Co., Ltd.

4,800

1.29

Notes: 1.
2.

Although the Company holds 17,066,815 of its own shares as treasury shares, it is excluded from theabove list of principal shareholders.
Ownership percentage is calculated exclusive of own shares.

46

3. Officers and Executives(1) Directors and Audit & Supervisory Board Members
Position

Name

Responsibilities and important concurrent positionsat other organizations

Chairperson of the Board of
Directors

Masaki Yamauchi

External Director of PERSOL HOLDINGS CO., LTD.

Representative Director,
Executive Officer andPresident

Yutaka Nagao

Representative Director,
Executive Officer and Vice
President

Haruo Kanda

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

Representative Director,
Executive Officer and Vice
President

Kenichi Shibasaki

Responsible for overseeing Managing Section

Director

Masakatsu Mori

Director

Mariko Tokuno

Senior Advisor of the International University ofJapan (IUJ)
Outside Director of Stanley Electric Co., Ltd.
Outside Director of Kirin Holdings Company, Limited
External Statutory Auditor of FAST RETAILING CO.,LTD.
Outside Director of Happinet Corporation
Outside Director of Mitsubishi Materials Corporation

Director

Yoichi Kobayashi

Director

Shiro Sugata

Director

Noriyuki Kuga

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

Audit & Supervisory Board
MemberAudit & Supervisory Board
MemberRyuji Matsuda

Notes:

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

Mamoru Matsuno
Takashi Yamashita

Representative of Takashi Yamashita CPA OfficeOutside Director of Shin Nippon Biomedical
Laboratories, Ltd.
Matsuda Law Office
Attorney at law
Outside Audit & Supervisory Board Member of
NIPPON HUME CORPORATION

Yoshihide
Shimoyama

1. Masakatsu Mori, Mariko Tokuno, Yoichi Kobayashi, Shiro Sugata and Noriyuki Kuga serve as Outside
Directors.
2. Takashi Yamashita, Ryuji Matsuda and Yoshihide Shimoyama 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 theindividuals as such with that exchange.
4. Mamoru Matsuno, Audit & Supervisory Board Member, possesses considerable insight into finance andaccounting related matters through his experience in internal auditing duties over many years.
5. Takashi Yamashita, Audit & Supervisory Board Member, is a qualified Certified Public Accountant andTax Accountant, and possesses considerable insights into finance and accounting related matters.
6. Ryuji Matsuda, Audit & Supervisory Board Member, possesses considerable insight into finance andaccounting related matters through his services as an attorney.

47

7. Yoshihide Shimoyama, Audit & Supervisory Board Member, possesses considerable insight into financeand accounting related matters through his experience as a director and an outside audit & supervisoryboard member at other companies.
8. There are no significant relationships between the Company and the other organizations whereconcurrent positions are held by Outside Directors and Outside Audit & Supervisory Board Members.
9. On April 1, 2021, there were changes in responsibilities and important concurrent positions at otherorganizations as follows:
Position
Representative
Director, Executive
Officer andPresident
Representative
Director, Executive
Officer and Vice
President
Director

Responsibilities and important concurrent positionsat other organizations

Name

Yutaka Nagao

Representative Director, President and Executive Officer of
Yamato Transport Co., Ltd.

Kenichi
Shibasaki

Director of Yamato Transport Co., Ltd.

Haruo Kanda

Representative Director, Executive Officer and Vice President of
Yamato Transport Co., Ltd.

(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,
Shiro Sugata and Noriyuki Kuga, 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
Members(i) Total Amount Paid as Remuneration
Categories of
Directors and Audit& Supervisory
Board Members

Total amount of remuneration by type (Millions ofyen)
Total amount of
remuneration(Millions of yen)

Number ofrecipient
Directors andAudit &
Supervisory
Board
MembersBasic
remuneration

Performancelinked
remuneration

Non-monetary
remuneration,
etc.

353

318

35

–

9

(69)

(69)

(–)

(–)

(5)

78

78

–

–

6

(30)

(30)

(–)

(–)

(4)

Total

431

396

35

–

15

(Of which Outside
Officers)

(99)

(99)

(–)

(–)

(9)

Director(Of which Outside
Directors)
Audit &
Supervisory Board
Member(Of which Outside
Audit &
Supervisory Board
Members)

Note: The table above includes one (1) Audit & Supervisory Board Member who has resigned as of the conclusionof the General Meeting of Shareholders held on June 23, 2020.

48

(ii) Policy for determining performance-linked remuneration (variable remuneration)
As benchmarks pertaining to performance-linked remuneration, the Company uses operating
profit to better link remuneration to corporate performance and also to achieve greatertransparency and objectivity.
The Company makes decisions on performance-linked remuneration (variable remuneration)using the calculation formula below.
＜Formula for calculating performance-linked remuneration＞[Consolidated operating profit × percentage share of operating profit*1 × percentage share by
rank and title*2 + extra allowance amount*3]*1. Percentage share of operating profit: Varies depending on achievement of targets forconsolidated operating profit
Achievement of target 100% or more = 0.15%; from 90% to less than 100% = 0.10%;
less than 90% = 0.00%*2. Percentage share by rank and title: Varies in the range of 20% to 34% depending onrank and title*3. Extra allowance amount: consolidated operating profit × 0.05% share of extra
allowance × 60% share for Directors
The amount calculated using this formula serves as the basis for extra allowance allocations
made upon having assessed the extent to which targets have been achieved on an individual
basis.
The consolidated operating profit for the fiscal year ended March 31, 2020, served as abenchmark for determining performance-linked remuneration paid in fiscal year ended March
31, 2021. The operating profit target was 72,000 million yen, and the actual operating profit was
44,701 million yen.
The Company has calculated the annual amount of performance-linked remuneration based onthese results and then converted that result to a monthly amount, which is applied to the period
extending from July 2020 through June 2021.

(iii) Resolution of the General Meeting of Shareholders on remuneration and othercompensation for Audit & Supervisory Board Members and Directors
A resolution of the General Meeting of Shareholders to determine remuneration for theCompany’s Directors was approved on June 23, 2020. Accordingly, it was resolved that
remuneration for Directors shall amount to not more than 431 million yen per year (ofwhich, up to 109 million yen is to be allocated to Outside Directors), and short-term
performance-linked remuneration paid to Directors (excluding Outside Directors) shallamount to not more than 245 million yen per year. The Company has deemed thatthese are competitive remuneration levels for recruiting and retaining talented human49

resources amid its rapidly changing business environment. The Company furthermore
seeks to contend with developments that include an increase in Director’s
responsibilities along with the Company having increased its number of Directors andAudit & Supervisory Board Members with the aims of achieving transparency and vigorof Board of Director’s operations and enhancing management oversight. There werenine (9) Directors on the Company’s Board of Directors upon approval of the resolution.
Meanwhile, remuneration for Audit & Supervisory Board Members was set at an
amount of up to 800 million yen per month, per resolution at its General Meeting of
Shareholders held on June 29, 1994. The Company had four (4) Audit & Supervisory
Board Members upon approval of the resolution.
(iv) Policy, etc. on making decisions on content of officer remuneration and othercompensation
i. Basic policy
The Company determines matters regarding remuneration for the Company’s Directors
based on the following considerations.
Competitive remuneration levels• The remuneration level shall reward Officers for their roles, responsibilities andbusiness performance, and shall be appropriate for securing talented humanresources.
Remuneration system that places emphasis on increasing corporate value andshareholder value• The remuneration system shall be linked to business performance andfurthermore serve as motivation for achieving performance targets.
• The remuneration structure shall be linked to medium- to long-term corporate
value and furthermore encourage a sense of common interests withshareholders.
Fairness and impartiality of the remuneration system• The process of determining remuneration shall be objective and highly
transparent.
ii. Remuneration structure
The Company’s remuneration for Directors consists of basic remuneration (fixed
remuneration), which takes remuneration levels at other companies and other suchfactors into consideration, and performance-linked remuneration (variable
remuneration). In addition, remuneration for Audit & Supervisory Board Members andOutside Officers consists exclusively of basic remuneration due to the nature of theirfunctional roles.
50

iii. Policy for determining basic remuneration (fixed remuneration)
Basic remuneration (fixed remuneration) is determined in accordance with rank and title
and based on responsibilities, upon having considered remuneration levels at othercompanies and other such factors.
iv. Policy for determining mix of remuneration and other compensation types forindividual Directors
The mix of remuneration types is such that the higher a Director’s position, the moreweight assigned to performance-linked remuneration. The Company has opted for thisapproach upon having taken into account remuneration levels at other companies, inpart because this approach makes it possible to furthermore fuel motivation withrespect to achieving performance targets, generating medium- to long-term corporate
value, and attaining sustainable growth, and also because the Company seeks to offer
remuneration levels competitive for recruiting and retaining talented human resources.
v. Timing of delivery and conditions
The Company pays its basic remuneration (fixed remuneration) and short-term
performance-linked remuneration (variable remuneration) as monetary sums on amonthly basis encompassing twelve equal installments annually.
(v) Authority for decisions on remuneration and other compensation for individual
Directors
On the basis of policy for decisions resolved by the Board of Directors, the Company
has assigned to its Representative Director and President Yutaka Nagao the authority
for making decisions on amounts of basic remuneration (fixed remuneration) for
individual Directors and short-term performance-linked remuneration (variable
remuneration) so that he will assess each of the Directors while taking factors such as
Company-wide business results into consideration. In order to ensure objectivity andtransparency, however, the Representative Director and President is to determine
respective amounts of remuneration and other compensation for individual directors,
upon having taken into consideration findings reported by the Nomination andCompensation Committee, which is chaired by one of the Outside Directors whoconstitute a majority of its membership, based on the committee’s preliminary
deliberations regarding amounts of remuneration and other compensation for individual
Directors along with details regarding calculation of such amounts.

51

(vi) Others
The Company is to make payment of its medium- to long-term performance-linked
remuneration under its performance-linked and share-based remuneration system(share-based remuneration), approved per resolution at it General Meeting of
Shareholders held on June 23, 2020. The Company will accordingly make calculations
based on performance benchmarks for the fiscal year ending March 31, 2022, andgrant points (1 point corresponds to 1 share) in June 2022. Per resolution, such
remuneration shall amount to not more than 173 million yen per year.
In addition, a certain percentage of the monetary remuneration shall be allocated to thepurchase of shares of the Company through the Officers and Executives’ Shareholding
Association.

52

(4) Outside Officers
Principal Activities
Position

Name

Director

Masakatsu Mori

Director

Mariko Tokuno

Director

Yoichi Kobayashi

Attendance and participation at meetings, and overview of duties
performed in relation to expected role
Attended all 19 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.
He properly fulfills his role with respect to ensuring suitability andadequacy of decision making in part by furnishing oversight andadvice from a managerial perspective, particularly regarding
business execution and matters of management strategy overall
encompassing business strategy, financial strategy, andsustainability strategy. Serving as the head of the Nomination andCompensation Committee, he also leads proceedings of committee
meetings and has attended all four committee meetings held during
the fiscal year under review. He has fully performed the oversightfunction in relation to selecting Company officer candidates andmaking decisions on evaluations involving officer remuneration andother compensation, enlisting his position of objectivity andneutrality.
Attended all 19 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.
She properly fulfills her role with respect to ensuring suitability andadequacy of decision making in part by furnishing oversight andadvice by taking the viewpoint of customers and employees,
combined with a managerial standpoint particularly regarding
business execution, business strategy, and human resources
strategy. Serving as a member of the Nomination and Compensation
Committee, she has attended all four committee meetings held
during the fiscal year under review and has fully performed theoversight function in relation to selecting Company officer
candidates and engaging in the process of making decisions on
evaluations involving officer remuneration and other compensation,
enlisting her position of objectivity and neutrality.
Attended all 19 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.
He properly fulfills his role with respect to ensuring suitability andadequacy of decision making in part by furnishing oversight andadvice from a managerial standpoint particularly regarding businessexecution, business strategy, and investment strategy. Serving as amember of the Nomination and Compensation Committee, he has
attended all four committee meetings held during the fiscal year
under review and has fully performed the oversight function in
relation to selecting Company officer candidates and engaging in theprocess of making decisions on evaluations involving officer
remuneration and other compensation, enlisting his position of
objectivity and neutrality.

53

Position

Name

Director

Shiro Sugata

Director

Noriyuki Kuga

Audit &
Supervisory
Board Member

Takashi Yamashita

Audit &
Supervisory
Board Member

Ryuji Matsuda

Audit &
Supervisory
Board Member

Yoshihide
Shimoyama

Attendance and participation at meetings, and overview of duties
performed in relation to expected role
Attended all 19 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.
He properly fulfills his role with respect to ensuring suitability andadequacy of decision making in part by furnishing oversight andadvice from a managerial standpoint particularly regarding businessexecution, business strategy, increasing productivity, and cost
structure reform. Serving as a member of the Nomination andCompensation Committee, he has attended all four committee
meetings held during the fiscal year under review and has fully
performed the oversight function in relation to selecting Company
officer candidates and engaging in the process of making decisions
on evaluations involving officer remuneration and othercompensation, enlisting his position of objectivity and neutrality.
Attended all 15 meetings of the Board of Directors held after June23, 2020 when he was appointed as Director, and provided
necessary comments and advice on overall management as
appropriate from his perspective as a manager with rich experienceand profound critical insight. He properly fulfills his role with respect
to ensuring suitability and adequacy of decision making in part by
furnishing oversight and advice from a managerial standpoint
particularly regarding business execution, financial strategy, andcorporate governance.
Attended 18 of 19 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 18 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 Outside Directors. He submitted questions mainly
concerning finance and accounting, and examined the execution of
the Directors’ duties.
Attended all 15 meetings of the Board of Directors held after June23, 2020 when he was appointed as Audit & Supervisory Board
Member, and provided necessary comments based on his expertiseand rich experience as an attorney as well as in finance andaccounting. Furthermore, he attended all 16 meetings of the Audit &Supervisory Board held since that date, as well as regularexchanges held with the Representative Director and President. He
examined the execution of the Directors’ duties mainly from his
perspective as an attorney with rich experience and profound criticalinsight.
Attended all 15 meetings of the Board of Directors held after June23, 2020 when he was appointed as Audit & Supervisory Board
Member, and offered necessary comments based on his richexperience in the fields of management and audit. Furthermore, heattended all 16 meetings of the Audit & Supervisory Board held sincethat date, as well as regular exchanges held with the Representative
Director and President. He examined the execution of the Directors’
duties mainly from his perspective as a manager with richexperience and profound critical insight.

54

4. Accounting Auditor(1) Name

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

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)294(2) Remuneration other than (1)26(3) Remuneration to be paid to the Accounting Auditor by the Company
and subsidiaries

320

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 withrespect to performing duties of the accounting audit, the basis for calculating estimates of the remunerationand 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 the consent 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, areinsufficient 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 the non-reappointmentof the Accounting Auditor to be submitted to the General Meeting of Shareholders.

(4) Non-Audit Services
The Company entrusts the Accounting Auditor with advisory and guidance services, etc. inregard to reviewing accounting policies that involve applying the “Accounting Standard for
Revenue Recognition” as non-audit services outside the scope of services prescribed in theCertified Public Accountant Act, Article 2, paragraph (1).

55

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 andregulations 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 this statement
is fully understood by directors of the Company and each Group company. At thesame time, directors shall perform their businesses in accordance with this statement.
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 each Group
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 andeach Group company. The CSR Department makes systematic efforts in collaboration
with outside specialized institutions, such as police and attorneys, to prevent antisocial
forces from being involved in management and prevent possible damage caused byantisocial 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.
56

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.
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, shall establish
a division in charge of risk management, and assign an officer in charge of the same.
The CSR Department of the Company shall oversee this, and monitor and manage risk
status at each Group company in a timely manner.
iv. The Company shall establish the Internal Audit Department to audit the implementation
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 andits subsidiaries
i. The Company shall adopt the executive officer system in order to realize the efficiencyof the management and the clarification of responsibility through the clear division ofmanagement 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 the Company
and its subsidiaries complies with laws and regulations and the Articles of Incorporationi. 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, shall establish
a division in charge of compliance promotion, and assign an officer in charge of thesame. The CSR Department of the Company shall oversee this, and monitor andmanage compliance promotion status at each Group company in a timely manner.
57

iii. The Company shall establish the Internal Audit Department to audit the implementation
status and the effectiveness of compliance at the Company and each Group 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 eachGroup 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 theManagement 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 shall bereported 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 the dutiesof planning or control of business operations. Accordingly, reassignment, evaluation, ordisciplinary action against the supporting personnel requires the approval of 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

58

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 anddirectors, audit & supervisory board members and employees of each Group company
shall report the following to audit & supervisory board members of the Company
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 theexecution of duties by audit & supervisory board members of the Company, and otherexpenses incurred in the said execution of duties, or handling of debts
The Company shall develop a policy regarding the handling of audit expenses and securea budget of a certain amount to cover audit expenses.
11) Framework ensuring the effectiveness of auditing by audit & supervisory board membersof 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 process ofimportant 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

59

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 19 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.
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.

60

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 the situation 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 with Groupmanagement.

(3) Policy on Decision of Appropriation of Surplus
As a pure holding company, the Company conducts its business with the goal of maximizing theentire Group’s corporate value. Accordingly, with respect to the appropriation of surplus, theCompany’s policy is to pay dividends with the goal of having a payout ratio of 30% of profit
attributable to owners of 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.

61

Consolidated Balance Sheet(As of March 31, 2021)(Millions of yen)

AssetsCurrent assets

Liabilities
528,379

389,369

Current liabilities

Cash and deposits

241,523

Notes and accounts payable - trade153,860

Notes and accounts receivable - trade212,766

Short-term borrowings

34,000Accounts receivable - installment

45,643

Lease obligations

5,054

Inventories

2,280

Income taxes payable

32,099Other

27,508Deferred installment income

4,781(1,341)

Provision for bonuses

40,173

Other

119,401

Allowance for doubtful accounts

Non-current assets
Property, plant and equipment
Buildings and structures

561,612406,312

Non-current liabilities

116,334
26,098153,296

Lease obligations

Machinery and equipment

19,668Deferred tax liabilities

5,194

Vehicles

14,708Retirement benefit liability

71,834Land

174,140

Other

13,207

Leased assets

26,178 Total liabilities

Construction in progress

6,345

Other

11,974

Intangible assets

505,704

Net assets

29,555

Software

22,082 Shareholders’ equity

556,070

Other

7,472

Share capital

127,234

Investments and other assets

125,744

Capital surplus

36,813

Investment securities

52,231Retained earnings

431,571

Long-term loans receivable

6,719

Treasury shares(39,549)

Leasehold deposits

20,121Retirement benefit asset

156

Deferred tax assets

45,625

Other

2,269

Allowance for doubtful accounts(1,379)

Accumulated other comprehensive
incomeValuation difference on available-for-salesecurities
Foreign currency translation adjustment

15,883Remeasurements of defined benefit plans

5,730

Non-controlling interests
Total net assets
Total assets

1,089,991

Total liabilities and net assets

62

20,297(1,316)
7,919
584,287
1,089,991

Consolidated Statement of Income(From April 1, 2020 to March 31, 2021)(Millions of yen)
Operating revenue

1,695,867

Operating costs

1,538,524

Operating gross profit

157,342

Selling, general and administrative expenses

65,220Operating profit

92,121Non-operating income
Interest and dividend income

1,154

Other revenue

2,661
3,816

Non-operating expenses
Interest expenses

741

Share of loss of entities accounted for using equity method

766

Other

409
1,917

Ordinary profit

94,019Extraordinary income
Gain on sales of non-current assets

712

Gain on sales of investment securities

38

Penalty income

124

Other

100
975

Extraordinary losses
Loss on retirement of non-current assets

409

Impairment loss

876

Loss on valuation of investment securities

372

Provision of allowance for doubtful accounts

363

Loss associated with measures to address COVID-19
other

1,163
50
3,235

Profit before income taxes

91,759

Income taxes-current

38,251

Income taxes-deferred(3,426)34,825

Profit56,934

Profit attributable to non-controlling interests

233

Profit attributable to owners of the Parent

56,70063Consolidated Statement of Comprehensive Income(From April 1, 2020 to March 31, 2021)(Millions of yen)
Profit56,934

Other comprehensive income
Valuation difference on available-for-sale securities

7,926

Foreign currency translation adjustment(994)

Remeasurements of defined benefit plans, net of tax

9,421

Share of other comprehensive income of entities accounted for using equity method
Total other comprehensive income

3
16,357

Comprehensive income

73,292(Breakdown)Comprehensive income attributable to owners of parent
Comprehensive income attributable to non-controlling interests

64

72,849442

Consolidated Statement of Changes in Equity(From April 1, 2020 to March 31, 2021)(Millions of yen)
Shareholders’ equity
Share capital
Balance as of April 1, 2020

127,234

CapitalsurplusRetainedearnings

36,813

Total
shareholders’equityTreasuryshares441,746(54,770)551,024

Changes during period
Dividends of surplus(15,959)(15,959)

Profit attributable to owners of the Parent

56,70056,700Purchase of treasury shares
Cancellation of treasury shares(35,694)(35,694)(50,915)

50,915–

Net changes in items other thanshareholders’ equity
Total changes during period
Balance as of March 31, 2021––

(10,175)

15,221

5,046

127,234

36,813

431,571(39,549)

556,070(Millions of yen)
Accumulated other comprehensive income
Total
Valuation
Foreign
Remeasureaccumulateddifference on
currency
ments ofother
available-for- translation
definedcomprehensi
sale securities adjustment benefit plans
ve incomeBalance as of April 1, 2020

8,157

(317)

(3,692)

4,148

Noncontrollinginterests

Total net
assets7,662

562,835

Changes during period
Dividends of surplus(15,959)

Profit attributable to owners of the Parent

56,700Purchase of treasury shares(35,694)

Cancellation of treasury shares
Net changes in items other thanshareholders’ equity

–
7,726

(999)

9,422

16,148257

16,405

Total changes during period

7,726

(999)

9,422

16,148257

21,452

Balance as of March 31, 2021

15,883(1,316)

5,730

20,297

7,919

584,28765

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
Ltd.
Co., Ltd.

Yamato Financial Co., Ltd.

Yamato Autoworks Co., Ltd.

YAMATO BOX CHARTER CO.,LTD

KURONEKO Innovation Fund L.P.

YAMATO (CHINA) CO., LTD.

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

Effective from the fiscal year under review, Yamato Lease Co., Ltd. is excluded from the scope of
consolidation upon partial transfer of its shares. Moreover, effective from the fiscal year under review,
KURONEKO Innovation Fund L.P. has been established and is included in the scope of consolidation.

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 nonconsolidated subsidiaries are immaterial and, even taken together as a group, they do notexert a significant influence on the consolidated financial statements.
(3) Application of Equity Method
1) Number of Affiliates Accounted for Using Equity Method: 23
Names of major equity method affiliates:
Packcity Japan Co., Ltd.

GUANGZHOU WISEPOWER
TRANSPORTATION &DISTRIBUTION GROUP CO.,LTD.

Yamato Lease Co., Ltd.

GDEX BERHAD

Effective from the fiscal year under review, Yamato Lease Co., Ltd. is included in the scope ofthe equity method, having been excluded from the scope of consolidation upon partial transfer
of its shares. Effective from the fiscal year under review, VIVL Pte. Ltd. and one othercompany were included in the scope of the equity method as GDEX BERHAD, an affiliate
accounted for using the equity method, newly acquired their shares.
On December 17, 2020, GD EXPRESS CARRIER BHD. changed its name to GDEXBERHAD.

66

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 other nonconsolidated subsidiaries and YAMATO UNYU (THAILAND) CO., LTD. and certain otheraffiliated companies are excluded from the scope of entities accounted for using the equity
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 (amountcorresponding 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 fromthe consolidated fiscal year-end date, and accordingly the financial statements have been
prepared on the basis of the financial statements and provisional financial results for therespective fiscal years of each of those entities.
(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 this closing
date were used in the preparation of the consolidated financial statements. However, theconsolidated figures have been adjusted as required to reflect significant transactions occurring
between December 31, 2020 and March 31, 2021 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-average method

2) 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 tobuildings and structures acquired on or after
April 1, 2016.
For overseas consolidated subsidiaries’ assets,straight-line method based on estimated useful
lives is adopted.
Intangible assets:

Straight-line method67

(excluding leased assets)

However, software is amortized by the straightline method over the estimated useful life (fiveyears).

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.

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 is provided.
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 to service
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 in whicha respective gain or loss arises, and are amortized proportionally on a straight-line basis
over a period (mainly five years), which is within the average remaining years of serviceof 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 thedue date comes.
7) Accounting for Consumption Tax and Local Consumption Tax
The tax exclusion method is applied.
2. Notes on Changes in Method of Presentation(Application of the “Accounting Standard for Disclosure of Accounting Estimates”)“Accounting Standard for Disclosure of Accounting Estimates” (ASBJ Statement No. 31, March 31,2020) has been applied to the consolidated financial statements starting from the fiscal year underreview. Accordingly, notes on accounting estimates have been included in the consolidated financial
statements.

68

3. Notes on Accounting Estimates(Impairment of non-current assets)(1) Amounts recorded in the consolidated financial statements of the fiscal year under review
In the consolidated financial statements for the fiscal year under review, among the items therecorded amounts of which have been based on accounting estimates, the following may exert asignificant influence on the consolidated financial statements of the following fiscal year.
Property, plant and equipment

406,312 million yen

Intangible assets

29,555 million yen(2) Information regarding significant accounting estimates pertaining to identified items
If an indication of impairment exists with respect to an asset, the necessity of impairment recognition
is determined based on future cash flows of such asset. A cash-generating unit serves as a unit for
determining whether or not impairment has occurred and constitutes the smallest asset group thathas been identified as independently generating cash inflow that is largely independent of cash
inflow generated by other assets or asset groups.
Undiscounted future net cash flows used in determining recognition of impairment loss arecalculated on the basis of future management plans encompassing service transaction volume andunit sales prices as material assumptions, and accordingly may exert a significant influence on the
consolidated financial statements of subsequent fiscal years if it becomes necessary to review suchassumptions due to future uncertainties regarding economic conditions and the Company’s financial
status.
4. Notes on Additional Information(Board Benefit Trust (BBT) performance-linked and share-based remuneration system)
Pursuant to resolution of the 155th Ordinary General Meeting of Shareholders held on June 23,
2020, the Company has adopted the Board Benefit Trust (BBT) performance-linked and share based
remuneration system (the “System”). The purpose of the Trust is to further clarify the linkage of
remuneration for Directors (excluding Outside Directors) and executive officers, etc. who do notconcurrently serve as Directors (collectively, “Officers”), and the Company’s business performanceand share value, and ensuring that not only the benefit of the increase in share prices, but also therisk of the decrease in share prices are shared between the Officers and the shareholders, thereby
further motivating the Officers to contribute to the improvement in the business performance andcorporate value over the medium to long term.
(1) Overview of transactions
The System is a performance-linked and share-based remuneration system under which theCompany’s shares are acquired through a trust using money contributed by the Company as thesource of funds (the “Trust”), and the Officers are provided with the Company’s shares and an
amount of money equivalent to the market value of the Company’s shares (the “Company’s Shares,Etc.”) through the Trust in accordance with the Regulations on Share-based Remuneration for
Officers established by the Company. The Officers shall receive the Company’s Shares, Etc. upon
their retirement, in principle.

69

(2) Accounting procedures
Accounting for the trust shall be carried out in accordance with the “Practical Solution on
Transactions of Delivering the Company’s Own Stock to Employees etc. through Trusts” (ASBJ
Practical Issues Task Force (PITF) No. 30, March 26, 2015).

(3) Shares of the Company remaining in trust
Shares of the Company remaining in trust are to be recorded as treasury shares under net assets atbook value in trust (excluding incidental expense amounts). There are 483 thousand shares of suchtreasury shares at a book value of 1,376 million yen as of March 31, 2021.
5. Notes to the Consolidated Balance Sheet
Accumulated depreciation of property, plant and equipment:

509,203 million yen

6. 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
Idle assets, etc.

Type of asset
Other intangible
assets and others

RegionHead office of Yamato
Transport Co., Ltd. (Chuoku, Tokyo)
Other 10 premises(Millions of yen)Amount of impairment loss

876

The Yamato Group has grouped the assets based on the classification in managerial accounting andthe unit in making investment decisions, with Yamato Transport Co., Ltd. treating primarily eachregional branch including subordinate branches and all base branches as one unit and the Company
and other consolidated subsidiaries based on the unit of department.
During the fiscal year under review, the Group posted an impairment loss of 876 million yen under
extraordinary losses with respect to an asset group consisting of idle assets held by Yamato
Transport Co., Ltd. and 10 other premises, upon decreasing the book value of the relevant asset
group to the recoverable value, having recognized factors such as a lack of prospects for future use,consecutive losses incurred from operating activities, and significant declines in market prices.
The amount mainly consists of 331 million yen attributable to other intangible assets, 213 million yen
attributable to software and 142 million yen attributable to leased assets.
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 5.96%. Where the recoverable value
is calculated based on net realizable value, the amount is calculated based mainly on real estateappraisal standards, assessed value of property tax or the posted land price with respect to assets
other than idle assets, and idle assets are valued at zero.

70

7. 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

411,339–

22,764

388,575

411,339–

22,764

388,575

26,124

14,19022,764

17,55026,124

14,19022,764

17,550Issued shares
Common shares(Note 1)

Total
Treasury shares
Common shares(Note 2)

Total
Notes: 1.
2.

The decrease of 22,764 thousand shares of issued shares of common shares resulted from retirementof treasury shares.
The number of treasury shares of common shares includes the Company’s shares held by the Board
Benefit Trust (BBT; 483 thousand shares as of March 31, 2021).
The increase of 14,190 thousand shares of treasury shares of common shares resulted from anincrease of 13,706 thousand shares due to purchase of treasury shares, an increase of 483 thousand
shares due to acquisition of the Company’s shares by the Board Benefit Trust (BBT), and otherincreases.
The decrease of 22,764 thousand shares of treasury shares of common shares resulted fromretirement of treasury shares.

(2) Dividends
1) Payments of dividends
Resolution

Type of shares

Total amount ofdividends

Dividend per
share

Millions of yen

Yen

Record date

Effective date on andafter

May 20, 2020
Board of Directors

Commonshares10,01526

March 31, 2020

June 4, 2020

October 30, 2020
Board of Directors

Commonshares5,944

16

September 30, 2020

December 10,
2020

Notes: 1.
2.

The dividend per share of 26 yen includes a commemorative dividend of 10 yen.
The total amount of dividends per resolution of the meeting of the Board of Directors held on October30, 2020, includes 7 million yen in dividends associated with shares of the Company held by the Board
Benefit Trust (BBT).

2) Dividends with a record date that falls within the fiscal year under review but an effective datestarting in the upcoming fiscal year
Resolution

Type ofsharesTotal amountof dividends

Source ofdividend

Millions of yen
May 17, 2021
Board ofDirectors

Commonshares

11,145

Dividend per
share

Record date

Effective date on
and after

March 31, 2021

June 3, 2021

Yen

Retainedearnings

30

Note: The total amount of dividends per resolution of the meeting of the Board of Directors held on May 17,
2021, includes 14 million yen in dividends associated with shares of the Company held by the Board
Benefit Trust (BBT).

71

8. 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 andbond 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 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 andcontrols cash received, as well as outstanding receivables, for each period to identify thecredit 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.

72

(2) Matters concerning fair value of financial instruments
The table below shows the amounts recorded on the consolidated balance sheet as of March 31,
2021, 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

241,523

Fair value

Difference

241,523–

212,753

16

39,84244,6004,758

35,83235,832–

212,766(28)
212,737(3) Accounts receivable - installment

45,643

Allowance for doubtful accounts(1,020)

Deferred installment income[4,781](4) Investment securities
Available-for-sale securities
Shares of subsidiaries andassociates(5) Notes and accounts payable - trade

7,003

13,193

6,190[153,860][153,860]–(6) Short-term borrowings[34,000][33,997](2)

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 to theirbook 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 portionof notes and accounts receivable - trade are grouped by classification categories and computed on
the basis of the present value of future cash flow discounted at a rate based on the yield ofJapanese 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
The fair value of short-term borrowings is computed as the present value on the basis of the total
amount of principal and interest discounted at the interest rate applicable to new borrowings
carrying the same conditions.

73

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

4,358

Others5,036

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.

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

1,553.45 yen
151.55 yen

Note: The number of common shares as of March 31, 2021 used to calculate net assets per share as well as theaverage number of common shares during the period used to calculate basic earnings per share arecalculated by subtracting shares held in own name and by furthermore subtracting the Company’s shares
held by the Board Benefit Trust (BBT; 483 thousand shares as of March 31, 2021, and an average of 322
thousand shares during the period).

74

Non-consolidated Balance Sheet(As of March 31, 2021)(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
Construction in progress
Other
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

Liabilities
137,199
120,00164
10,551
5,407
1,174

Current liabilities

352,722
6,866
1
480
454
5,840
86
2

Non-current liabilities

7,170
5,079
2,090

Trade accounts payable
Short-term borrowings
Income taxes payable
Accrued expenses
Deposits received
Provision for bonuses
Other

Deferred tax liabilities
Provision for retirement benefits:
Other

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

338,685
29,684292,219
40,520
1,637(23,497)(1,879) Valuation and translation adjustments
Valuation difference on available-for-salesecurities
489,922

190,957
3,523
30,000468
169
155,686
186
923
4,101
3,783
105
212

195,058
282,814
127,234
36,82236,822
158,306
158,306
138,965
19,340(39,549)

12,04812,048

Total net assets

294,863

Total liabilities and net assets

489,92275

Non-consolidated Statement of Income(From April 1, 2020 to March 31, 2021)(Millions of yen)
Operating revenue

44,864

Selling, general and administrative expenses

23,519Operating profit

21,344Non-operating income
Interest and dividend income

995

Other revenue

417
1,412

Non-operating expenses
Interest expenses

46

Other

23
70

Ordinary profit

22,686Extraordinary income
Gain on sales of shares of subsidiaries and associates
Other

3,100
0
3,101

Extraordinary losses
Loss on valuation of investment securities

349

Provision of allowance for doubtful accounts

10,766

Provision of allowance for investment loss

59

Other

6
11,181

Profit before income taxes

14,607

Income taxes-current

1,373

Income taxes-deferred

611
1,984

Profit12,62276

Non-consolidated Statement of Changes in Equity(From April 1, 2020 to March 31, 2021)(Millions of yen)
Shareholders’ equity
Capital surplus

Balance as of April 1, 2020
Changes during period
Dividends of surplus
ProfitPurchase of treasury shares
Cancellation of treasury
shares
Reversal of generalreserve
Net changes in items otherthan shareholders’ equity
Total changes during period
Balance as of March 31, 2021

Share capital

Legal capitalsurplus

Total capitalsurplus127,234

36,82236,822–
127,234–
36,822–36,822Retained earnings
Other retained earnings
Retainedearnings
brought
forwardGeneralreserve

188,965

Total retained
earnings

23,594

212,559(15,959)
12,622(15,959)
12,622(50,915)(50,915)(50,000)

50,000–(50,000)
138,965(4,253)
19,340(54,253)
158,306(Millions of yen)
Shareholders’ equity
Treasury shares
Balance as of April 1, 2020
Changes during period
Dividends of surplus
ProfitPurchase of treasury shares
Cancellation of treasury
shares
Reversal of general reserve
Net changes in items otherthan shareholders’ equity
Total changes during period
Balance as of March 31, 2021

Total shareholders’equityValuation andtranslation
adjustments
Valuation difference on
available-for-salesecurities
5,161

Total net assets(54,770)

321,846(35,694)(15,959)
12,622(35,694)(15,959)
12,622(35,694)

50,915–-–-

15,221(39,549)(39,032)
282,81477

327,007

6,887

6,887

6,887
12,048(32,144)294,863

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 the movingaverage 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 amortized by
the straight-line method over the estimated usefullife (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 areprovided considering the financial position and recoverability of the relevant subsidiary or
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 the endof the fiscal year ended March 31, 2021.
(1) 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 to service

78performed up to the end of the fiscal year under review.
(2) Method of recognizing actuarial differences
Actuarial differences are recognized in profit or loss in the year following the year in whicha respective gain or loss arises, and are amortized proportionally on a straight-line basis
over a period of five years, which is within the average remaining years of service of theeligible employees.

(4) Method of Accounting for Retirement Benefits
The method of accounting for unrecognized actuarial differences on retirement benefits isdifferent 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 on Changes in Method of Presentation(Application of the “Accounting Standard for Disclosure of Accounting Estimates”)“Accounting Standard for Disclosure of Accounting Estimates” (ASBJ Statement No. 31, March 31,2020) has been applied to the non-consolidated financial statements starting from the fiscal year
under review. Accordingly, notes on accounting estimates have been included in the consolidated
financial statements.

4. Notes on Accounting Estimates(Valuation of shares of subsidiaries and associates)(1) Amounts recorded in the non-consolidated financial statements for the fiscal year underreview
In the non-consolidated financial statements for the fiscal year under review, among the items therecorded amounts of which have been based on accounting estimates, the following may exert asignificant influence on the non-consolidated financial statements of the following fiscal year.
Shares of subsidiaries and associates
Allowance for investment loss

292,219 million yen(1,879) million yen(2) Information regarding significant accounting estimates pertaining to identified items
Whereas shares of subsidiaries and associates are valued at cost using the moving-averagemethod, in principle, the necessity of recording a valuation loss is to be determined on the basisof estimates with respect to such company’s business plan, etc. upon a decrease in actual shareprices. The company has established certain assumptions regarding estimates of business plans,
etc. when it comes to making decisions on whether or not to record valuation loss on shares.
Such assumptions are affected by future uncertainties regarding economic conditions and theCompany’s financial status, and accordingly may exert a significant influence on the nonconsolidated financial statements of subsequent fiscal years.

795. Notes on Additional Information(Board Benefit Trust (BBT) performance-linked and share-based remuneration system)
Pursuant to resolution of the 155th Ordinary General Meeting of Shareholders held on June 23,
2020, the Company has adopted the Board Benefit Trust (BBT) performance-linked and share based
remuneration system (the “System”). The purpose of the Trust is to further clarify the linkage of
remuneration for Directors (excluding Outside Directors) and executive officers, etc. who do notconcurrently serve as Directors (collectively, “Officers”), and the Company’s business performanceand share value, and ensuring that not only the benefit of the increase in share prices, but also therisk of the decrease in share prices are shared between the Officers and the shareholders, thereby
further motivating the Officers to contribute to the improvement in the business performance andcorporate value over the medium to long term.
Details regarding the System have been omitted here because such information is provided under“4. Notes on Additional Information” of the Notes to Consolidated Financial Statements.
6. Notes to the Non-consolidated Balance Sheet(1) Accumulated depreciation of property, plant and equipment:
1,329 million yen(2) Balance of liabilities on guaranteei.
Joint and several guarantee based on clearing agreements with other transportationcompanies:
300 million yen
ii. Guarantee of obligation for debt financing:
285 million yen(3) Monetary receivables from, and monetary payables to, subsidiaries and associates
Short-term monetary receivables:
10,800 million yen
Long-term monetary receivables:
39,282 million yen
Short-term monetary payables:
156,441 million yen
7. Notes to the Non-consolidated Statement of Income(1) Transaction with subsidiaries and associates:
Operating revenue
44,862 million yen
Operating expenses
4,088 million yen
Non-operating transactions
555 million yen(2) Provision of allowance for doubtful accounts
Provision of allowance for doubtful accounts is presented upon netting with the amount of gain on
reversal of allowance for investment loss to arise on the same accounts.
8. Notes to the Non-consolidated Statement of Changes in Equity
Class and Total Number of Treasury Shares:(Thousands of shares)

Common shares(Note)

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

26,124

14,19022,764

17,550Note: The number of treasury shares of common shares includes the Company’s shares held by the Board Benefit
Trust (BBT; 483 thousand shares as of March 31, 2021).
The increase of 14,190 thousand shares of treasury shares of common shares resulted from an increase of
13,706 thousand shares due to purchase of treasury shares, an increase of 483 thousand shares due toacquisition of the Company’s shares by the Board Benefit Trust (BBT) and other increases.
The decrease of 22,764 thousand shares of treasury shares of common shares resulted from retirement oftreasury shares.

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

57

Accrued enterprise tax

81

Provision for retirement benefits

32

Loss on valuation of investment securities

762

Shares of subsidiaries and associates

55,085

Other

8,062
Subtotal

Allowance for devaluation

64,081(64,081)

Total–

Deferred tax liabilities
Valuation difference on available-for-sale securities(3,685)

Other

(97)
Total

Net deferred tax assets (liabilities)(3,783)(3,783)81

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

Subsidiary
Subsidiary
Subsidiary

Company
Yamato Transport
Co., Ltd.
Yamato Home
Convenience Co.,Ltd.
Yamato System
Development Co.,Ltd.

Location(Millions of yen)Chuo-ku, Tokyo

50,000Chuo-ku, Tokyo

480

Koto-ku, Tokyo

1,800

Chuo-ku, Tokyo

1,000

Subsidiary

Yamato Credit &Finance Co., Ltd.

Toshima-ku,
Tokyo

500

Chuo-ku, Tokyo

30

Toshima-ku,
Tokyo

30

Affiliate

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
40.00%

Concurrent 1
personMain businessYamato Financial
Co., Ltd.

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

Direct holdings
100.00%CapitalSubsidiary

Subsidiary

TA-Q-BIN;
Kuroneko DM-Bin
Moving andlifestyle support
services

Relationship
Concurrent
positions held byofficers
Concurrent 2
persons

Holding ofvoting rights

Settlement service
for payment ofmerchandise
Installment credit
and financeservices
Vehiclemanagement
service business
General leaseservices(Millions of yen)
StatusCompany

Subsidiary

YamatoTransport Co.,Ltd.

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Yamato Home
Convenience
Co., Ltd.

Yamato System
Development
Co., Ltd.

Yamato Financial
Co., Ltd.

Yamato Credit &Finance Co., Ltd.

Relationship
Businessrelationships

Executive
management

Executive
management
Loans for funding
Executive
management
Entrusted withsystem operationand management
Executive
management
Executive
management
Loans for funding

Subsidiary

YamatoAutoworks Co.,
Ltd.

Executive
management

Affiliate

Yamato Lease
Co., Ltd.

Loans for funding

Note:

Dealings
Receipt ofexecutive
management fee
Funding
Payment ofinterest
Loans for working
capitalReceipt ofinterest
Funding
Payment ofinterest
Payment ofsystem operationand maintenancecosts
Funding
Payment ofinterest
Loans for working
capitalRepayment ofworking capital
Receipt ofinterest
Funding
Payment ofinterest
Repayment ofworking capital

Dealingamount7,979
55,071
1
6,880
18
(255)
0
2,755
2,880
0
6,700
739
13
(1,524)
0
94,272

Account item–

Balance at
end of period–

Deposits
received

93,755Long-term loans
receivable

20,807

Deposits
received

19,537

Trade accounts
payable401

Deposits
received

21,783

Short-term loans
receivable
Long-term loans
receivable
Deposits
received–

5,881
13,0406,313–

Trade terms and decision policy of the dealing(1) The executive management fee is determined reasonably through mutual consultation, considering thebusiness contents, etc.

82(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 loans for working capital to 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 10,766 million yen
for loans receivable was recorded in the fiscal year under review. As a result, the balance of allowancefor doubtful accounts amounted to 23,497 million yen.

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

794.73 yen
33.74 yen

Note: The number of common shares as of March 31, 2021 used to calculate net assets per share as well as
the average number of common shares during the period used to calculate basic earnings per share arecalculated by subtracting shares held in own name and by furthermore subtracting the Company’s shares
held by the Board Benefit Trust (BBT; 483 thousand shares as of March 31, 2021, and an average of 322
thousand shares during the period).

83

(TRANSLATION)
Audit Report of Accounting Auditor on Consolidated Financial Statements

INDEPENDENT AUDITOR’S REPORTMay 10, 2021

To the Board of Directors of Yamato Holdings Co., Ltd.

Deloitte Touche Tohmatsu LLC
Tokyo Office
Designated
Limited Liability
Partner,Engagement
Partner
Designated
Limited Liability
PartnerEngagement
Partner
Designated
Limited Liability
PartnerEngagement
Partner

CPA

Koichi Yano

(seal)CPA

Yoshihiro
Ishida(seal)CPA

Shinji Seki(seal)

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, 2021 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, 2020 to March 31, 2021, 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, 2021, and the results of their operations for the year thenended 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 & Supervisory84

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 for suchinternal control as management determines is necessary to enable the preparation and fairpresentation 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 basedon our audit from an independent point of view. Misstatements can arise from fraud or error and areconsidered material if, individually or in the aggregate, they could reasonably be expected toinfluence 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, anddesign and perform audit procedures responsive to those risks. Selecting audit procedures tobe applied is at the discretion of the auditor. Obtain audit evidence that is sufficient andappropriate 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 theGroup to cease 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
the consolidated financial statements. We remain solely responsible for our audit opinion.

85

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, andother matters required by auditing standards.
We also provide the Audit & Supervisory Board Members and the Audit & Supervisory Board with astatement 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.
EndThe above represents a translation, for convenience only, of the original report issued in theJapanese language.

86

(TRANSLATION)

Audit Report of Accounting Auditor on Non-consolidated Financial Statements

INDEPENDENT AUDITOR’S REPORTMay 10, 2021

To the Board of Directors of Yamato Holdings Co., Ltd.

Deloitte Touche Tohmatsu LLC
Tokyo Office
Designated
Limited Liability
PartnerEngagement
Partner
Designated
Limited Liability
PartnerEngagement
Partner
Designated
Limited Liability
PartnerEngagement
Partner

CPA

Koichi Yano

(seal)CPA

Yoshihiro
Ishida(seal)CPA

Shinji Seki(seal)

Audit Opinion
Pursuant to Article 436, paragraph (2), item (i) of the Companies Act, we have audited the nonconsolidated financial statements, namely, the Non-consolidated Balance Sheet as of March 31, 2021
of Yamato Holdings Co., Ltd. (the “Company”), and the Non-consolidated Statement of Income andNon-consolidated Statement of Changes in Equity for the 156th fiscal year from April 1, 2020 to March
31, 2021, and the Notes to Non-consolidated Financial Statements and the accompanying
supplemental schedules (collectively, the “Financial Statements”).
In our opinion, the Financial Statements referred to above present fairly, in all material respects, thefinancial position of Yamato Holdings Co., Ltd. as of March 31, 2021, and the results of its 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 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 inJapan, 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 forour 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 inaccordance with accounting principles generally accepted in Japan, and for such internal control as87management determines is necessary to enable the preparation and fair presentation of Financial
Statements that are free from material misstatement, whether due to fraud 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 the financial
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 awhole are free from material misstatement, whether due to fraud or error, and to issue an auditor’sreport 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 considered material if, individuallyor in the aggregate, they could reasonably be expected to influence the decisions 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 the following:
Identify and assess the risks of material misstatement, whether due to fraud or error, anddesign and perform audit procedures responsive to those risks. Selecting audit procedures tobe applied is at the discretion of the auditor. Obtain audit evidence that is sufficient andappropriate 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 inmaking risk assessments, but not for the purpose of expressing an opinion on the effectivenessof 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 Financial Statements with the assumption ofa going concern by management, and based on the audit evidence obtained, whether amaterial uncertainty exists related to events or conditions that may cast significant doubt on theGroup’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
the audit 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 othermatters required by auditing standards.
We also provide the Audit & Supervisory Board Members and the Audit & Supervisory Board with astatement 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 tobear on our independence, and where applicable, related safeguards in order to eliminate or reduce
obstruction factors.

88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
the Japanese language.

89

(TRANSLATION)

Audit Report of the Audit & Supervisory Board

AUDIT REPORTRegarding the performance of duties by the Directors for the 156th business year from April 1, 2020 toMarch 31, 2021, the Audit & Supervisory Board hereby submits its audit report, which has been preparedthrough 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 otherrelevant matters, and received reports from Audit & Supervisory Board Members regarding their audits
and results 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, the internal
audit division, other employees, and any other relevant personnel, and made efforts to optimize theenvironment 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 of asystem described in Article 100, paragraphs (1) and (3) of the Regulation for Enforcement of
the Companies Act that not only ensures Directors are carrying out their duties indicated in thebusiness report in compliance with laws and regulations and the Articles of Incorporation, butalso ensures the propriety of the work activities of the corporate group consisting of theCompany and its subsidiaries. We also received periodic reports from Directors andemployees, sought explanations and expressed an opinion as necessary on the status ofdevelopment and operation of the system (internal control system) put in place in accordancewith 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 “product quality
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, nonconsolidated financial statements (Non-consolidated Balance Sheet, Non-consolidated Statement of90Income, Non-consolidated Statement of Changes in Equity, and Notes to the Non-consolidated Financial
Statement) and supplemental schedules, as well as consolidated financial statements (Consolidated
Balance Sheet, Consolidated Statement of Income, Consolidated Statement of Changes in Equity, andNotes 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 the Company’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 Supporting 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 12, 2021
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
Outside Audit &Supervisory
Board Member

91

Yoshihiro Kawasaki(seal)

Mamoru Matsuno(seal)

Takashi Yamashita(seal)

Ryuji Matsuda(seal)

Yoshihide
Shimoyama(seal)

Access to the Venue
Date and time:
Location:

TEL:

Thursday, June 24, 2021, 10:00 a.m. (The reception desk will
open at 9:00 a.m.)
B1F Hall, Belle Salle Shiodome
Sumitomo Realty & Development Shiodome Hamarikyu Building
21-1, Ginza 8-chome, Chuo-ku, Tokyo
03-3541-4141

Please note that the venue of the 156th Ordinary General Meeting of Shareholders
has been changed from last year.
JR Line:15 minutes walk from Shimbashi Station (Shiodome Exit or Karasumori Exit)
Toei Asakusa Line
15 minutes walk from Shimbashi Station (Exit for JR Shimbashi Station and
Shiodome district)
Tokyo Metro Ginza Line
15 minutes walk from Shimbashi Station (Exit 4)
Toei Oedo Line
10 minutes walk from Shiodome Station (Exit for JR Shimbashi Station)*

Vehicle parking will not be available at the meeting venue.

● In order to prevent the spread of COVID-19, shareholders are urged to refrain from coming
to the venue on the date of the meeting, and are instead encouraged to exercise voting
rights prior to the meeting by mail or via the Internet, etc., if at all possible.
● To prevent the spread of COVID-19, seats will be arranged taking into account the distance
between each shareholder. Therefore, if a large number of shareholders show up, theCompany may limit the number of shareholders who can attend. We greatly appreciate
your understanding in advance.
● The Company will livestream the General Meeting of Shareholders over the Internet 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 page 7 ofthis notice.
● 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 berun, the Company will revise the information at its website below as needed.
https://www.yamato-hd.co.jp/investors/stock/meeting/92