The following is an English translation of the Notice of the 157th 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 1, 2022

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

Notice of the 157th Ordinary General Meeting of Shareholders
We are pleased to announce that the 157th 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 COVID-19 infection, shareholders are urged torefrain from coming to the venue on the date of the meeting, and encouraged toexercise your voting rights prior to the meeting 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 22, 2022 (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 22,2022 (JST).
When exercising voting rights via the Internet
Please review the “Exercise of Voting Rights via the Internet” on page 3 and enter your votefor each of the items by 5:00 p.m., Wednesday, June 22, 2022 (JST).
When exercising voting rights by attending the meeting in person
Please bring the enclosed Voting Rights Exercise Form and present the form to the personat reception.

1

The 157th Ordinary General Meeting of Shareholders
1. Date and Time:Thursday, June 23, 2022, 10:00 a.m. (The reception desk will open
at 9:00 a.m.)

2. Venue:

B1 Hall Bellesalle Shiodome
Sumitomo Realty & Development Shiodome Hamarikyu Building
21-1, Ginza 8-chome, Chuo-ku, Tokyo* 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.

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 and the
Audit & Supervisory Board for the Consolidated Financial
Statements for the 157th Fiscal Year (from April 1, 2021 to March
31, 2022)2.

Report of the Non-consolidated Financial Statements for the 157th
Fiscal Year (from April 1, 2021 to March 31, 2022)

Matters to be resolved:
Agenda Item 1.
Partial Amendments to the Articles of Incorporation
Agenda Item 2:
Election of Nine (9) Directors
Agenda Item 3.
Election of 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 your voting
rights. In the event of multiple voting via the Internet etc., your last vote shall be
upheld as the valid exercise of your voting rights.
(2) Diverse exercise of voting rights
In the event that you exercise your voting rights diversely, you are required to send
notice providing the details and reasons in writing. Please note that you must ensure
the notice arrives three days prior to the day of the General Meeting of Shareholders.
◎

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

◎

Operational particulars of the General Meeting of Shareholders on the day of the meeting is provided in“Measures for Preventing Infection of the Novel Coronavirus Disease (COVID-19) at the 157th 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 meetingof shareholders will be run, shareholders will be informed via on our website.
Website: http://www.yamato-hd.co.jp/

2

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

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

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

0120-768-524(toll-free only from Japan)(Business hours: 9 a.m. to 9 p.m. (JST) except for
the year-end and new year holidays)◎ Institutional investors may use the electronic voting platform operated by ICJ, Inc.

3

<Measures to prevent the spread of COVID-19>
1. Request to shareholders
In this General Meeting of Shareholders, In order to prevent the spread of COVID-19
infection, shareholders are urged to refrain from coming to the venue on the date of themeeting, and encouraged to exercise your voting rights prior to the meeting by mail or byelectromagnetic means such as the Internet, 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 ofshareholders show up, the Company may limit the number of shareholders admitted toenter the venue.
At this General Meeting of Shareholders, the Company will livestream the meeting overthe Internet so that shareholders may view it from home. The Company also asks that you
consider utilizing this method. For details, please refer to page 5 of this notice.
2. Regarding the special measures to be taken at the meeting(1) Shareholders’ body temperatures will be monitored by a telethermographic screening
system set up near the reception desk. 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 are refused entry to thevenue. 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) Please be advised in advance that no gifts will be distributed to attendants.
(4) If future developments such as the situation regarding the spread of COVID-19 andannouncements by the government ahead of the General Meeting of Shareholders
necessitate a major change in the holding of the meeting or in the way the meeting will
be run, the Company will revise the information at its website below as needed.
https://www.yamato-hd.co.jp/investors/stock/meeting/4Directions regarding livestreaming over the Internet
The General Meeting of Shareholders will be streamed online via the Internet (video withsound - Japanese only). We encourage shareholders to use this, so that they may view theproceedings 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 yourvoting rights beforehand.
Date and time of
livestreaming

Method of viewing
the livestream

Thursday, June 23, 2022, 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.

(1) With personal computer
1) Please access the URL below.
URL: 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 157th 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 157th
Ordinary General Meeting of Shareholders” enclosed with this notice.

Matters to takecare of whenviewing

Inquiries

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/).

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 9 p.m. (JST)on weekdays

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

Partial Amendments to the Articles of Incorporation

We propose to make a partial amendment to the Articles of Incorporation as described below.
1.

Reasons for Amendment

Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisionsof the Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on
September 1, 2022, the Company proposes to make the following changes to its Articles ofIncorporation in preparation for the introduction of the system for providing informational materials
for the general meeting of shareholders in electronic format.
(1) The proposed Article 15 provides that information contained in the reference materials for the
General Meeting of Shareholders, etc. shall be provided electronically, and establishes aprovision to limit the scope of matters to be included in the paper copy to be sent toshareholders who have requested it.
(2) Since the provisions for Internet Disclosure and Deemed Provision of Reference Documents
for the General Meeting of Shareholders, Etc. (Article 15 of the current Articles ofIncorporation) will no longer be required, they will be deleted.
(3) Accompanying the aforementioned establishment and deletion of a provision, a
supplementary provision regarding the effective date, etc. will be established.
2.

Details of Proposed Amendment

Current Articles of Incorporation and proposed amendments are as follows.
(Underlining denotes amendment.)
Current Articles of Incorporation

Proposed Amendments(Internet Disclosure and Deemed Provision of Reference
Documents of the General Meeting of Shareholders,
Etc.)(Deleted)

Article 15.
When the Company convenes a general
meeting of shareholders, if it discloses informationthat is to be stated or presented in the reference
documents for the general meeting of shareholders,business report, financial statements andconsolidated financial statements through theinternet in accordance with the provisions prescribedby the Ministry of Justice Order, it may be deemedthat the Company has provided this information toshareholders.
(Newly established)(Measures, etc. for Providing Information in Electronic
Format)Article 15.
When the Company convenes a general
meeting of shareholders, it shall take measures forproviding information that constitutes the content
of reference documents for the general meeting ofshareholders, etc. in electronic format.
Among items for which the measures for providing
information in electronic format will be taken, theCompany may exclude all or some of those items
designated by the Ministry of Justice Order fromstatements in the paper-based documents to bedelivered to shareholders who requested thedelivery of paper-based documents by the record
date of voting rights.

6

Current Articles of Incorporation

Proposed Amendments(Newly established)(Supplementary Provisions)71.

The deletion of Article 15 (Internet Disclosure andDeemed Provision of Reference Documents for
the General Meeting of Shareholders, Etc.) in the
pre-amended Articles of Incorporation and theestablishment of the new Article 15 (Measures,etc. for Providing Information in Electronic
Format) in the amended Articles of Incorporation
shall be effective from September 1, 2022, thedate of enforcement of the revised provisions,provided for in the proviso to Article 1 of the
Supplementary Provisions of the Act Partially
Amending the Companies Act (Act No. 70 of2019) (hereinafter referred to as the “Date of
Enforcement”).

2.

Notwithstanding the provisions of the preceding
paragraph, Article 15 of the pre-amended Articles
of Incorporation shall remain effective regarding
any general meeting of shareholders held on adate within six months from the Date of
Enforcement.

3.

These Supplementary Provisions shall be deleted
on the date when six months have elapsed fromthe Date of Enforcement or three months haveelapsed from the date of the general meeting ofshareholders in the preceding paragraph,
whichever is later.

Agenda Item 2.

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 Mariko Tokuno, Yoichi Kobayashi, Shiro Sugata, Noriyuki Kuga, and Charles Yin are
candidates for Outside Directors.
Board
TenureNo.

Name of Candidate

Current Position

Attributes of Candidate

at the Company(at theclose ofthis
GeneralAttendance
to the Boardof Directors
Meetings

Meeting)

1

Yutaka Nagao

Reelection

Male

Representative
Director, Executive
Officer and President

5 years2

Toshizo Kurisu

New election Male

Executive Officer andVice President

–

–

3

Yasuharu Kosuge

New election Male

Senior Managing
Executive Officer

–

–

4

Kenichi Shibasaki

Reelection

Representative
Director

4 years

5

Mariko Tokuno

Reelection
OutsideIndependent Female

Director

5 years

6

Yoichi Kobayashi

Reelection
OutsideIndependent Male

Director

4 years

7

Shiro Sugata

Reelection
OutsideIndependent Male

Director

3 years

8

Noriyuki Kuga

Reelection
OutsideIndependent Male

Director

2 years

9Charles Yin

New election Outside
Independent Male–

New election New candidates for Directors

Male

Reelection Candidates for Directors to bereelected
Independent Independent officers

8

–

18/18
(100％)

18/18(100％)
16/18
(89％)
18/18
(100％)
18/18(100％)
18/18(100％)–

Outside Candidates for Outside Directors

[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”
Under the policy of appointing candidates with abundant experience and considerable insight
relating to corporate management and business promotion, a sense of humanity from observing andevaluating from diverse perspectives, ability to grasp the essence of the issues facing the Company,
and capabilities that will enhance our management structure, nominations are decided by the Boardof Directors following deliberations on appointment and dismissal of Directors, Audit & Supervisory
Board Members and Executive Officers by the Nomination and Compensation Committee, which
comprises over half Outside Officers, and obtaining the consent of the Audit & Supervisory Boardfor the nominating Audit & Supervisory Board Members.

9

No.

Name of Candidate(Date of Birth)

Brief Background, Position and Responsibility at the Company

Apr. 1988
Apr. 2004
Apr. 2006
Apr. 2009
Apr. 2010
Reelection
Yutaka Nagao(Aug. 31, 1965)

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

Board tenure(at the close of this
1 General Meeting): Apr. 2021
5 years

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, Executive Officer andPresident of Yamato Transport Co., Ltd.
Director and Executive Officer of the Company
Representative Director, Executive Officer andPresident (current)
Representative Director, Executive Officer andPresident of Yamato Transport Co., Ltd. (current)

Attendance to the (Important Concurrent Positions at Other Organizations)Board of Directors Representative Director, Executive Officer and President of Yamato
Transport Co., Ltd.
Meetings
FY2022/3:[Reasons for nomination as a candidate for Director]
18/18 (100%)
Yutaka Nagao possesses experience and achievements developedin the course of taking on leadership roles in Group management. In
that regard, he has acted as Managing Executive Officer andRepresentative Director and President of the Company’s subsidiary
Yamato Transport Co., Ltd, and Director and Executive Officer of theCompany. Since April 2019, he has been serving as Representative
Director, Executive Officer and President of the Company.
Accordingly, in order to enhance the management of the Group andpromote its growth, the Company proposes his reelection as
Director.

10

Number of
SharesOwned

25,100No.

Name of Candidate(Date of Birth)

Brief Background, Position and Responsibility at the Company

Apr. 1983
Jul. 1999
Jun. 2002
Apr. 2006
Apr. 2012
Apr. 2017
Apr. 2019
Mar. 2020
Apr. 2021
Feb. 2022
New election
2

Toshizo Kurisu(Sep. 29, 1960)

Feb. 2022
Feb. 2022

Joined the Company
General Manager of Accounting Division
General Manager of Finance Division
Executive Officer of the Company
Representative Director, Executive Officer andPresident of Yamato Financial Co., Ltd.
Representative Director and Senior Managing
Executive Officer of Yamato Transport Co., Ltd.
Representative Director, Executive Officer andPresident
Managing Executive Officer of the Company
Senior Managing Executive Officer of Yamato
Transport Co., Ltd.
Executive Officer and Vice President of theCompany (current)
Responsible for Finance, Public Relations andDigital (current)
Representative Director, Executive Officer and Vice
President of Yamato Transport Co., Ltd. (current)(Important Concurrent Positions at Other Organizations)Representative Director, Executive Officer and Vice President of
Yamato Transport Co., Ltd.
[Reasons for nomination as a candidate for Director]
Toshizo Kurisu possesses experience and achievements developedin the course of taking on leadership roles in Group management. In
that regard, he had been acting as Representative Director,
Executive Officer and President of the Company’s subsidiary
Yamato Financial Co., Ltd. (currently Yamato Transport Co., Ltd.),
Representative Director, Executive Officer and President of Yamato
Transport Co., Ltd., Executive Officer, Managing Executive Officer,
and Executive Officer and Vice President of the Company.
Accordingly, in order to enhance the management of the Group andpromote its growth, the Company proposes his election as a Director

11

Number of
SharesOwned

30,310No.

Name of Candidate(Date of Birth)

Brief Background, Position and Responsibility at the Company

Apr. 1985
Jun. 1997
Feb. 2002
Apr. 2004
May 2006
Apr.
Apr.
Apr.
Apr.
Apr.

2011
2014
2016
2019
2019

Apr. 2021

3

New election

Feb. 2022

Yasuharu Kosuge(Jun. 21, 1961)

Feb. 2022
Feb. 2022

Joined the Company
Project Manager of Work System Project
Regional Branch Manager of Okayama Regional
BranchRegional Branch Manager of Yokohama Regional
BranchRegional Branch Manager of Kita Tokyo Regional
Branch of Yamato Transport Co., Ltd.
General Manager of Corporate Sales Division
Executive Officer
Managing Executive Officer
Managing Executive Officer of the Company
Representative Director, Executive Officer andPresident of Yamato Logistics Co., Ltd.
Senior Managing Executive Officer of Yamato
Transport Co., Ltd.
Senior Managing Executive Officer of the Company(current)
Responsible for Management Strategy and Human
Resources (current)
Representative Director, Senior Managing
Executive Officer of Yamato Transport Co., Ltd.
(current)(Important Concurrent Positions at Other Organizations)Representative Director, Senior Managing Executive Officer of
Yamato Transport Co., Ltd.
[Reasons for nomination as a candidate for Director]
Yasuharu Kosuge 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’s
subsidiary Yamato Logistics Co., Ltd. (currently Yamato Transport
Co., Ltd.), Representative Director and Senior Managing Executive
Officer of Yamato Transport Co., Ltd., Managing Executive Officer,
and Senior Managing Executive Officer of the Company.
Accordingly, in order to enhance the management of the Group andpromote its growth, the Company proposes his election as a Director

12

Number of
Shares
Owned

4,700

No.

Name of Candidate(Date of Birth)

Brief Background, Position and Responsibility at the Company

Apr. 1980
Jun. 1997
Jun. 1999
Apr. 2003
Feb. 2006

Reelection
Kenichi Shibasaki(Oct. 16, 1955)

Apr.
Apr.
Apr.
Apr.

2006
2012
2016
2017

Jun. 2018
Apr. 2019

Board tenure
Apr. 2019(at the close of this
General Meeting):
4
4 years

Joined the Company
Regional Branch Manager of Saitama Regional
BranchGeneral Manager of Education Division
General Manager of Operation Division
Representative Director, Executive Officer andPresident 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
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

Mar. 2020
Attendance to theBoard of Directors Feb. 2022
Representative Director of the Company (current)
Meetings(Important Concurrent Positions at Other Organizations)
FY2022/3:
None
18/18 (100%)[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, Executive Officer and Presidentof the Company’s subsidiary Yamato Financial Co., Ltd. (currently
Yamato Transport Co., Ltd.) and Executive Officer, Managing
Executive Officer and Senior Managing Executive Officer of theCompany. Since April 2019, he has been serving as Representative
Director, Executive Officer and Vice President. Accordingly theCompany proposes his reelection as Director.

13

Number of
SharesOwned

35,800No.

Name of Candidate(Date of Birth)

Brief Background, Position and Responsibility at the Company

Jan. 1994
Apr. 2002
Mar. 2004
Aug. 2010
Reelection
OutsideIndependent
Mariko Tokuno(Oct. 6, 1954)

Sep. 2013
Jun. 2017

Number of
Shares
Owned

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
Representative Director, President and CEO of
Ferragamo Japan KK
Director of the Company (current)(Important Concurrent Positions at Other Organizations)
Outside Director of HAPPINET CORPORATION
Outside Director of Mitsubishi Materials Corporation
Outside Director of Shiseido Company, Limited

Board tenure
5 (at the close of this [Reasons for nomination as a candidate for Outside Director andGeneral Meeting): expected roles]
Mariko Tokuno possesses abundant experience and considerable
5 years
insight, particularly in the fields of marketing/sales and global
business as a corporate manager. Accordingly, the Company has
Attendance to thedetermined that utilizing this insight to furnish advice on the
Board of Directors
Company’s general management from a managerial standpoint in
Meetings
addition to the standpoint of customers and employees, particularly
FY2022/3:
regarding business execution, business strategy, and human
16/18 (89%)
resources strategy, will contribute to further enhancing ourmanagement structure, and proposes her reelection as Outside
Director. Furthermore, if she is elected, the Company plans for her
to contribute to selecting Company officer candidates and deciding
officer remuneration and other compensation as a member of theNomination and Compensation Committee, enlisting her position of
objectivity and neutrality.

14

4,200

No.

Name of Candidate(Date of Birth)

Reelection
OutsideIndependent
Yoichi Kobayashi(Jul. 21, 1949)

Brief Background, Position and Responsibility at the Company

Apr. 1973
Jun. 2004
Apr. 2006
Jun. 2006
Apr. 2008
Apr. 2011
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)(Important Concurrent Positions at Other Organizations)
None

Board tenure
6 (at the close of this [Reasons for nomination as a candidate for Outside Director andGeneral Meeting): expected roles]
4 years
Yoichi Kobayashi possesses abundant experience and considerable
insight, particularly in the fields of marketing/sales and global
Attendance to the business as a corporate manager. Accordingly, the Company has
Board of Directors determined that utilizing this insight to furnish advice on the
Meetings
Company’s general management from a managerial standpoint,
FY2022/3:
particularly regarding business execution, business strategy, and18/18 (100%)
investment strategy, will contribute to further enhancing ourmanagement structure, and proposes his reelection as Outside
Director. Furthermore, if he is elected, the Company plans for him tocontribute to selecting Company officer candidates and deciding
officer remuneration and other compensation as a member of theNomination and Compensation Committee, enlisting his position of
objectivity and neutrality.

15

5,200

No.

Name of Candidate(Date of Birth)

Brief Background, Position and Responsibility at the Company

Apr. 1972
Jan. 1993
Jun. 2000
Apr. 2004
Jun. 2004
Reelection
OutsideIndependent
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 (scheduled to retire in Jun.
Board tenure
7 (at the close of this 2022)
General Meeting): Outside Director of Yokogawa Electric Corporation
3 years[Reasons for nomination as a candidate for Outside Director andexpected roles]
Attendance to the Shiro Sugata possesses abundant experience and considerable
Board of Directors insight, particularly in the fields of marketing/sales, IT/digital
Meetings
technology and global business as a corporate manager.
FY2022/3:
Accordingly, the Company has determined that utilizing this insight
18/18 (100%)
to furnish advice on the Company’s general management from amanagerial standpoint, particularly regarding business execution,business strategy, increasing productivity, and cost structure reform,
will contribute to further enhancing our management structure, andproposes his reelection as Outside Director. Furthermore, if he iselected, the Company plans for him to contribute to selecting
Company officer candidates and deciding officer remuneration andother compensation as a member of the Nomination andCompensation Committee, enlisting his position of objectivity andneutrality.

16

0

No.

Name of Candidate(Date of Birth)

Brief Background, Position and Responsibility at the Company

Apr. 1979
Apr. 2002
Oct. 2004
Oct. 2006
Reelection
OutsideIndependent
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)Board tenureNone
8 (at the close of this
General Meeting): [Reasons for nomination as a candidate for Outside Director andexpected roles]
2 years
Noriyuki Kuga possesses abundant experience and considerable
Attendance to the insight, particularly in the fields of personnel/labor management,
Board of Directors finance/accounting and global business as a corporate manager.
Accordingly, the Company has determined that utilizing this insightMeetings
to furnish advice on the Company’s general management from a
FY2022/3:
managerial standpoint, particularly regarding business execution,
18/18 (100%)
financial strategy, and corporate governance, 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.

17

600

No.

Name of Candidate(Date of Birth)

Brief Background, Position and Responsibility at the Company

Feb. 1990
Mar. 1992
Sep. 1996
Aug. 2007
Jul. 20189

New election
OutsideIndependent
Charles Yin(May 29, 1964)

Number of
Shares
Owned

Joined L3, Inc. (New York)
Vice President
Joined Fuji Xerox Asia Pacific Pte. Ltd. (Singapore)
CEO of Worldwide City Group (Hong Kong)
Executive Chairman (current)(Important Concurrent Positions at Other Organizations)
Chairman of China-Japan CEO Forum
Chairman of China-Japan Asia CEO Forum[Reasons for nomination as a candidate for Outside Director andexpected roles]
Charles Yin possesses abundant experience and considerable
insight, particularly in the fields of marketing/sales, IT/digitaltechnology and global business as a corporate manager.
Accordingly, the Company has determined that utilizing this insightto furnish advice on the Company’s general management from amanagerial standpoint, particularly regarding business execution
and global business strategy, will contribute to enhance ourmanagement structure, and proposes his reelection as Outside
Director. Furthermore, if he is elected, the Company plans for him tocontribute to selecting Company officer candidates and deciding
officer remuneration and other compensation as a member of theNomination and Compensation Committee, enlisting his position of
objectivity and neutrality.

180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 Mariko Tokuno, Yoichi Kobayashi, Shiro Sugata and Noriyuki Kuga as independent
officers provided for under the provisions of Tokyo Stock Exchange, Inc. and registered the individuals assuch with that exchange. The Company plans on having the officers keep their position if their reelection isapproved. In addition, if the election of Charles Yin is approved, the Company will appoint him as anindependent officer.
Mariko Tokuno, Yoichi Kobayashi, Shiro Sugata, Noriyuki Kuga, and Charles Yin(*) satisfy the requirements
for Criteria for Determining Independence of the Company on page 23.
(*) Worldwide Citigroup (Hong Kong), of which Mr. Charles Yin is Executive Chairman, and the Company
entered into an advisory agreement for the period October 1, 2014 through September 30, 2019 to advise
the Company on its global business strategy. The fee for this service was US$50,000 per year, and theCompany concludes that there are no independence concerns(2)
The number of years as Outside Director of the Company
Mariko Tokuno, Yoichi Kobayashi, Shiro Sugata and Noriyuki Kuga have been serving as the Company’s
Outside Directors for five years, four years, three years and two years, 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 a director
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 AluminumCo., Ltd., Tachibana Metal MFG Co., Ltd, and Diamet Corporation manufactured and sold products thatdeviated from customer standards or internal company specifications due to misconduct, including therewriting of data. In addition, Mitsubishi Materials Corporation also received revocation of JIS certification forcopper 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 governancestructure. Since each of these cases was revealed, she has been conducting investigations relating to thesecases, 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 by overseeing the progress of these measures andproviding the Board of Directors with necessary comments and advice regarding issues and the like.
3. Agreement on liability limitation
The Company has concluded an agreement with 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. In addition, if the election ofCharles Yin is approved, the Company will conclude the said agreement with him.
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. The policy covers Directors, Audit & Supervisory
Board Members and Executive Officers of the Company and its subsidiaries. If the election of each candidate isapproved, they will be included as the insured.
The summary of the policy contents is as written on page 46 in Business Report.
In addition, when the policy is renewed, the Company plans to renew the policy with the same terms.

19Agenda Item 3.

Election of One (1) Audit & Supervisory Board Member

The term of one (1) Audit & Supervisory Board Member, namely Mamoru Matsuno, will expire at theclose of this General Meeting of Shareholders. Accordingly, we would like to propose the election of
one (1) Audit & Supervisory Board Member.
The following are the candidates for Audit & Supervisory Board Members.
In addition, the Audit & Supervisory Board has already approved this proposal.
Name of Candidate(Date of Birth)

Brief Background and Position at the Company

Apr. 1987
Apr. 2005
Jul. 2006

Apr. 2009
Apr. 2011

Joined the Company
General Manager of TA-Q-BIN Sales Division III
General Manager of Product Development Divisionof Yamato Transport Co., Ltd.
General Manager of Manufacturer Solution Sales
Division
General Manager of Global Sales Division
General Manager of Sales Strategy Division

Apr. 2017

Executive Officer of the Company

Sep. 2018

Representative Director, Executive Officer andPresident of Yamato Logistics Co., Ltd.

Apr. 2019

Managing Executive Officer of the Company

Mar. 2020

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

Apr. 2021

Senior Managing Executive Officer of the Company

Apr. 2021

Senior Managing Executive Officer of Yamato
Transport Co., Ltd.

Feb. 2022

Attached to the President of the Company (current)

Apr. 2007

New election
Tsutomu Sasaki(Nov. 13, 1964)

Number of
SharesOwned

12,600(Important Concurrent Positions at Other Organizations)
None[Reasons for nomination as a candidate for Audit & Supervisory
Board Member]
The Company has determined that Tsutomu Sasaki will provide
appropriate oversight of Group-wide management from an objective
perspective based on his experience and achievements developedin the course of taking on leadership roles in Group management. In
that regard he had been acting as Representative Director,
Executive Officer and President of Yamato Logistics Co., Ltd.
(currently Yamato Transport Co., Ltd.) and Executive Officer,
Managing Executive Officer and Senior Managing Executive Officerof the Company. Accordingly the Company propose his election as
Audit & Supervisory Board Member.
Notes:
1. There are no particular vested interests between the Company and the candidate.
2. Agreement on liability limitation
If the election of Tsutomu Sasaki is approved, the Company will conclude an agreement with him regarding liability
limitation according to the Companies Act, Article 423, Paragraph 1. According to the agreement, the maximum
liability amount is the minimum amount stipulated by the Companies Act, Article 425, Paragraph 1.
3. 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. The policy covers Directors, Audit & Supervisory
Board Members and Executive Officers, etc. of the Company and its subsidiaries. If the election of Tsutomu Sasaki isapproved, he will be included as the insured.

20

The summary of the policy contents is as written on page 46 in Business Report.
In addition, when the policy is renewed, the Company plans to renew the policy with the same terms.

21

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

GlobalIT/
digital technology●

Legal affairs/risk management●

Finance/accounting

Marketing/
sales

○

Personnel/
labor management

Corporate management

Position

Nomination andCompensation Committee

Name

OutsideExpertise and experience

Yutaka Nagao

Representative Director,
Executive Officer and President

Toshizo Kurisu

Representative Director,
Executive Officer and Vice
President●

Yasuharu Kosuge

Representative Director,
Executive Officer and Vice
President●

Kenichi Shibasaki

Director●

Mariko Tokuno

Director

○

○

●

●

●

Yoichi Kobayashi

Director

○

○

●

●

●

Shiro Sugata

Director

○

○

●

●

Noriyuki Kuga

Director○○●

Charles Yin

Director○○●

Yoshihiro Kawasaki

Full-time Audit & Supervisory
Board Member

Tsutomu Sasaki

Full-time Audit & Supervisory
Board Member

Takashi Yamashita

Audit & Supervisory Board
Member○●●Ryuji Matsuda

Audit & Supervisory Board
Member○●●Yoshihide Shimoyama

Audit & Supervisory Board
Member

○

●

●

●

●

●

●

●
●

●

●

●
●

●
●

●

●

●

●
●

●
●

●

●

●

●
●

Notes:
1.
2.
3.

Full-time Audit & Supervisory Board Members will be determined at the Audit & Supervisory Board meeting after theclose 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.
The Board of Directors and the Nomination and Compensation Committee will be chaired by Shiro Sugata.
The above list shows fields in which each of them has more expert knowledge in light of their experience and otherfactors, and does not cover all their knowledge.

22

Criteria for Determining Independence in Electing Outside Officers of the Yamato Group
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 theCompany (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 therequirements 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 or othersuch 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 amember of a corporation or other such entity that provides professional services acting as amajor business partner of the Company;(5) A major shareholder of the Company, or otherwise if such major shareholder is a corporationor 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 in accordancewith the law and social norms and actively promotes compliance management. Striving to maximize
corporate value by effectively utilizing the management resources of the Group is one of the top
priorities of management, and we have implemented measures and bolstered management
systems as part of our corporate governance initiative.

23

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 by Directors.
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 the same time, theCompany has adopted an executive officer system to ensure prompt decision-making related tobusiness execution.

24

(Attached Documents)

Business Report(From April 1, 2021 to March 31, 2022)

1. Status of the Corporate Group(1)

Operating Performance

During the fiscal year under review, there were signs of improvement in the economic sentiment,
due to the gradual resumption of economic activity following the full lifting of the novel coronavirus
disease (COVID-19) state of emergency declarations. However, the outlook for full-scale economic
recovery remains unclear, due to global supply chain disruptions, the weakening of the yen, highcrude oil prices, as well as the instability in international affairs leading to the rise in natural resource
prices.
Meanwhile, COVID-19 has accelerated growth in the e-commerce domain across all industries amida scenario of changes in consumer behavior and lifestyles brought about by developments such ascompanies promoting telework arrangements and a shift to online services in the fields of medicine
and education. Under such circumstances, the Yamato Group embarked on a new Groupmanagement structure centered on the “New Yamato Transport,” which combines management
resources of our respective Group companies, with the aim of sustainably increasing its corporate
value through contribution to the creation of an enriched society as stated under its Management
Philosophy.
In addition, we took steps to furthermore provide comprehensive value by meeting the needs of ourcustomers and society by transforming supply chains in response to changing lifestyles andchanging distribution structure, based on the medium-term management plan, “One Yamato 2023,”
with the fiscal year ending March 31, 2024 set as its final fiscal year.
Our consolidated financial results for the fiscal year ended March 31, 2022 were as follows.
(Millions of yen)
Item
Operating revenue

Fiscal year
Fiscal year
ended
ended
March 31, 2021 March 31, 2022

ChangeGrowth (%)

1,695,867

1,793,618

97,7505.8

Operating profit

92,121

77,199(14,921)(16.2)

Ordinary profit

94,01984,330(9,689)(10.3)

Profit attributable to owners of parent

56,70055,956

(744)

(1.3)

Operating revenue amounted to 1,793,618 million yen, up 97,750 million yen from the previous
fiscal year. This is largely attributable to our having achieved an increase in parcel delivery volume
as a result of taking action in the burgeoning e-commerce domain, and also a result of our having
focused on optimizing logistics for customers.
Operating expenses amounted to 1,716,418 million yen, up 112,672 million yen from the previous
fiscal year. This was due to factors that include an increase in costs associated with the promotionof the medium-term management plan “One Yamato 2023,” such as the fact that we are in theprocess of optimizing operations in the e-commerce logistics network, which are building toaccommodate the growing demand for e-commerce, and our existing network, along with higher
unit prices of fuel.
As a result, operating profit amounted to 77,199 million yen, down 14,921 million yen from theprevious fiscal year.
25Ordinary profit amounted to 84,330 million yen, down 9,689 million yen year-on-year, despite thebooking of 4,510 million yen in gain on investments in investment partnerships.
Profit attributable to owners of parent amounted to 55,956 million yen, and the Company was able
to limit the decline from the previous fiscal year to 744 million yen, mainly due to booking of 15,312
million yen of disposal gains of investment securities as extraordinary income, in part due to thedisposal of strategic holdings of shares, the booking of 14,999 million yen in loss on revision ofretirement benefit plan as extraordinary losses, as well as the decline in taxable profit for the period
as a result of losses from the disposal of affiliate company shares.
In addition, the Company has applied the “Accounting Standard for Revenue Recognition” (ASBJ
Statement No. 29, March 31, 2020) and relevant ASBJ regulations from the beginning of the fiscal
year under review. In addition, effective from the fiscal year under review, the Company and its
domestic consolidated subsidiaries have changed from the declining-balance method to thestraight-line method as their depreciation method for property, plant and equipment in order toallocate costs in a manner that better reflects actual use of assets, and have accordingly modified
useful lives of some vehicles. Details are shown on “Notes to Consolidated Financial Statement, 2.
Changes in Accounting Policies.”
In January 2022, the Company transferred 51% of the Company’s holdings of issued commonshares of Yamato Home Convenience Co., Ltd. (“YHC”) to ART CORPORATION. Effective from theend of the fiscal year under review, the Company will make YHC an equity method affiliate rather
than its current designation as a consolidated subsidiary, given that the Company holds 49% of thevoting rights in YHC, down from 100% previously as a result of the transfer of shares.

Initiatives for the entire Yamato GroupThe Yamato Group has been working to address the COVID-19 pandemic, and to ensure that
customers can use TA-Q-BIN with peace of mind, we have continued to take steps that include
making sure that employees practice full hygiene management, promoting workplace vaccinations
among employees who wish to be vaccinated, and otherwise placing focus on implementing
contact-free deliveries and other infection prevention measures when interacting with customers,
using our website to share information, and continuing to provide logistics services, including TA-QBIN. Based on our medium-term management plan “One Yamato 2023,” which seeks to provide
comprehensive value that addresses the diversifying needs of customers and society, we areworking on the following initiatives.
i)

Increasing productivity across the entire Yamato GroupIn order to address the changing and increasingly diverse needs of our customers, we havecontinued working to optimally allocate the Group’s management resources while striving to
improve the accuracy of our demand and operating amount forecasts on the basis of data
analysis. In addition, we have been coordinating efforts to the Retail Business Unit, Corporate
Business Unit, Transportation Function Division, and Digital Function Division with respect tooptimizing and standardizing our delivery process by transforming work operations, andshifting to automation 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. In September 2021, Yamato
Management Service Co., Ltd., which handles bookkeeping and accounting operations aswell as personnel affairs for respective companies of the Yamato Group, was combined with
Yamato Transport Co., Ltd. by means of absorption-type merger, thereby enabling us to makeprogress in achieving optimal allocations of specialist human resources in our accounting and
HR operations. Moreover, our Professional Service Function Division has been operating
under the “One Yamato Structure” in spearheading efforts to reduce the administrative andindirect operations workload of our frontline personnel by engaging in business process reengineering (BPR), which has involved standardizing and digitizing such tasks.

ii)

Growing operating revenue through growth in the corporate client domain
For our corporate clients who have been coping with changes in consumer behavior andlifestyles caused by the spread of COVID-19, we have been working to build transportation
26

and delivery networks with the addition of the network for corporate enterprises to the TA-QBIN and EAZY transportation modes, cater to the needs for international transportation, as
well as improve the profitability of our international business. In addition, we have been
continuing to tap the expanding e-commerce (EC) demand through the optimal allocation of
EAZY CREW delivery partners and our sales drivers, as well as establishing an e-commerce
logistics network with a more simple sorting, transportation and last-mile delivery operation,
while also proposing solutions in upstream domains of logistics, particularly in areas that
include e-commerce company procurement and inventory liquidation. We have also beenplacing focus on providing new value in part by launching the “digital return and sending
service” for e-commerce companies, which entails shifting to digital procedures for returns ofpurchased merchandise, simplifying procedures in terms of hassles encountered whenpurchasers would previously make a return request by telephone or in preparing delivery
slips, and making it possible to return items without the need for delivery slips from nearby
business offices, PUDO Station parcel delivery lockers, and certain convenience stores.
Moreover, we served as the official logistics services partner of the Tokyo 2020 Olympic andParalympic Games held from July to September 2021, which involved facilitating smooth andsafe operations with respect to logistics design and implementation during the event by
providing comprehensive logistics services in addition to TA-Q-BIN.
iii)

Promoting strategies for achieving sustainable enhancement of corporate value
With the aim of sustainably enhancing our corporate value, we have engaged in initiatives
under our medium-term management plan “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 capitalefficiency, and strengthening sustainable management.
Our data strategy aims at preparing and making use of digital data and enhancing our digitalplatform to further sophisticate our use of data. In the fiscal year under review, we further
enhanced the accuracy of demand forecasting, as well as the real-time communication
platform that supports the EAZY operations.
In terms of our innovation strategy, we moved forward with initiatives to promote open
innovation, which entails discovering and collaborating with startups, as well as investing insuch startups with the aim of creating new businesses. In the fiscal year under review, weinvested in startups with state-of-the-art technologies, such as cross border fashion ecommerce site operator Sixty Percent Co., Ltd., and Pale Blue Inc., which develops
propulsion systems for ultra-small satellites that use water as fuel, through the “KURONEKO
Innovation Fund.”We are also working on strengthening governance through efforts to strengthen corporate
governance. This will entail separating management supervision and execution, maintaining
and enhancing management transparency, as well as enhancing governance with anemphasis on decision-making speed.
When it comes to HR strategy which supports “Innovating Delivery Business,” we are using a
specialist personnel system for employees engaged in instructing safety as well as planning,and conducting training programs through the Yamato Digital Academy with the aim of raising
the digital literacy of all employees including senior management, as well as developing digitaltalent as quickly as possible.
As for strengthening sustainable management, in order to strike a balance between
sustainable growth and the development of a sustainable society, we have been engaging inbusiness in a manner that involves considering the environment and society, in part bystreamlining transportation in a manner that involves attentively connecting people withresources and data. These efforts have been underpinned by our dual visions, one of which is“Connect. Deliver the Future via Green Logistics.” and the other of which is, “Through CoCreation and Fair Business Activities, Help Create a Society That ‘Leaves No One Behind.” In
the fiscal year under review, we established an organizational structure to manage
sustainability efforts of the whole Group, as well as setting the “Yamato Group Environmental
Policy” (August 2021), “Yamato Group Human Rights Policy” (December 2021), followed by27

“Yamato Group Responsible Procurement Policy” and “Yamato Group Business Partner
Guidelines” in January 2022.

Business strategies of each segment
The Company has changed its classification of reportable segments, effective from the fiscal year
under review. As such, figures for the previous fiscal year have been restated to the new reportablesegments to enable segment comparisons.
Retail Business Uniti)

The Retail Business Unit provides high-quality parcel delivery services such as TA-Q-BIN andhas otherwise been working to provide value that addresses needs of our customers bydrawing on the distinctive characteristics of TA-Q-BIN in terms of its points of contact with abroad range of customers. The business unit continued to focus on proposing solutions thatdraw on the Group’s management resources in collaboration with the Corporate Business
Unit, in a manner whereby frontline personnel grasp customer changes associated withlifestyles and the business environment, thereby serving as a starting point for business of theentire Yamato Group. Moreover, it has also been working in collaboration with the Platform
Function Division, in part through efforts to provide services that make delivery and pick-up
more convenient, particularly the “Kuroneko Members” service, which has more than 50
million registered members, and the “Yamato Business Members” service, which is used bymore than 1.3 million corporate clients, and also through efforts to upgrade various services
other than those involving transportation that are beneficial in terms of people’s lives andbusiness.

ii)

During the fiscal year under review, we took steps to improve customer convenience withrespect to the “TA-Q-BIN Request by Smartphone” service, which enables customers tocomplete TA-Q-BIN sending procedures using their smartphones via a service-specificwebsite that makes it possible for them to take care of everything from preparing shippinglabels to paying TA-Q-BIN fees. Such improvements included expanding the list of delivery
options available in terms of targeting leisure interests through delivery options such as Golf
TA-Q-BIN, Ski TA-Q-BIN, Airport TA-Q-BIN, and Round-Trip TA-Q-BIN, and also adding theonline receipt download function, as well as making it possible to send parcels from PUDO
Stations without human interaction. In March 2022, we improved the convenience of thevarious functions offered to Kuroneko Members, including better visibility and control functionsof the app and website, as well as real-time linkage and integration of customer and parcel
information using the new data platform.

iii)

Working in collaboration with the Transportation Function Division and Digital Function
Division, the Retail Business Unit continued to strive to improve the accuracy of demand andoperating amount forecasts in respective geographic regions, and has been endeavoring toincrease productivity by appropriately allocating personnel and by heightening efficiency ofcollection and delivery and of our trunk-route transportation.

iv)

In terms of profitability, operating revenue from customers amounted to 893,396 million yen,up 1.2% from the previous fiscal year, mainly as a result of the business unit having engagedin efforts to optimally deliver parcels in alignment with diversifying needs and it having focusedon acquiring parcels from small businesses in collaboration with the Corporate Business Unit.
Operating revenue of the Retail Business Unit overall amounted to 1,172,414 million yen,down 2.0% from the previous fiscal year, as a result of parcels from e-commerce companies,
which had shown a dramatic increase in the previous year, having been shifted to the
Corporate Business Unit. Although operating expenses decreased by 1.5% from the previous
fiscal year largely due to lower personnel expenses, and despite higher transportation costs
associated with rising unit price of fuel and higher delivery volume, operating profit decreasedby 12.5% from the previous fiscal year.

28

Corporate Business Uniti)

The Corporate Business Unit has been seeking to provide value across entire corporate
logistics supply chains, including midstream and upstream domains of business. To suchends, the business unit has been taking on initiatives that include planning supply chain
management (SCM) strategies that contribute to customers’ business decisions, above andbeyond improving and streamlining logistics operations, and furthermore engaging in accountmanagement, which involves developing effective projects and assuming responsibility
through to management and operations.

ii)

Moreover, for retailers who are developing physical stores and e-commerce omni-channel
sales frameworks, the business unit has been promoting efforts to optimize inventory anddistribution through centralized management, thereby liquidating sales inventories withcustomers’ omni-channel operations by combining restructured business facilities andtransportation networks under the “One Yamato Structure.” We also focused our efforts on
proposal-based sales that contribute to providing comprehensive value by engaging in
integrated management encompassing all of the Yamato Group’s logistics services forcompanies, extending from procurement of merchandise for stores and merchandise for
official online shopping websites, to storage, packaging and delivery.

iii)

For the ever-growing e-commerce domain, Yamato has been promoting sales expansion of
the “EAZY” delivery service, which enables greater purchase, delivery and pick-up
convenience and safety. We are promoting the establishment of a new e-commerce logistics
network with a more simplified operation process from sorting to the last-mile delivery. In
addition, to optimize logistics for e-commerce vendors with stores in online shopping malls,
we used our partnerships with major e-commerce companies to implement initiatives tofurther improve convenience and expand sales for services that completely or partially replace
operational functions from order receiving to shipping and delivery. Furthermore, the business
unit has also been engaging in efforts involving cross-border e-commerce amid growing
demand, such that involve achieving shorter lead times up through delivery by seamlessly
linking import customs clearance systems with the domestic delivery network.

iv)

During the fiscal year under review, the business unit has been actively engaging in a focusedmarketing approach that has culminated in greater use of new TA-Q-BIN services, while
tapping needs involving items we had not previously handled such as furniture and household
appliances, as well as locally sourced rice and specialty products, as a result of our offering
TA-Q-BIN delivery for larger items to address needs for increasingly diverse and larger parcel
sizes among corporate clients serving a wider range of business domains. We also madeavailable the “Okihai” function for registered customers, where the driver opens the groundfloor entrance to condominiums using digital keys and placing the parcel near the customers’
front doors.

v)

Operating revenue from customers amounted to 812,185 million yen, up 10.8% from theprevious fiscal year, mainly as a result of the business unit tapping growing e-commerce
demand, promoting logistics optimization of corporate clients, and flexible response forrecovery of import-export freight movement, which had been stagnant due to the global
spread of COVID-19. Meanwhile, operating profit was decreased 57.4% from the previous
fiscal year mainly due to factors on the expenditure front in terms of an increase intransportation costs associated with higher delivery volume, as well as an increase in costs
associated with our promotion of the medium-term management plan, “One Yamato 2023.”

29

[Reference](Million parcels / units)
Category
Parcel delivery
TA-Q-BIN/TA-Q-BIN
Compact/EAZY/Nekopos
Kuroneko DM-Bin

Fiscal year
Fiscal year ended
ended
March 31, 2021
March 31, 2022

ChangeGrowth (%)

2,096

2,275

178

8.5

826

824

(1)

(0.2)

Other
i)
ii)

During the fiscal year under review, we promoted efforts to expand sales for transportation bytransport box taking advantage of its network consisting of multiple companies and for vehicle
maintenance services.
Operating revenue from customers was 88,035 million yen, up 9.9% from the previous fiscal
year. Operating profit was 16,559 million yen, up 9,570 million yen from the previous fiscal
year.

ESG Initiativesi)

The Yamato Group places utmost priority on protecting human life and conducts a range ofsafety 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, we cultivatedsafety awareness, which involved holding awards ceremonies to recognize drivers who haveremained accident-free for many years in ten locations nationwide. Due to COVID-19, we
refrained from holding our “Safety Classes for Children,” which we have been continuallyoffering to children in day care facilities, kindergartens and elementary schools across Japan
since 1998 with the aim of convey the importance of traffic safety.

ii)

Striving to maximize corporate value is one of the top priorities of management, and we have
implemented measures and bolstered management systems in our corporate governanceinitiative. In addition, we have been carrying out business activities in accordance with the law
and social norms and actively promoting compliance management, based on our Group
Corporate Philosophy. In the fiscal year under review, we established an organizational
structure to manage sustainability efforts of the whole Group, as well as setting the “YamatoGroup Environmental Policy” (August 2021), “Yamato Group Human Rights Policy”(December 2021), followed by “Yamato Group Responsible Procurement Policy” and “YamatoGroup Business Partner Guidelines” in January 2022.

iii)

The Yamato Group has been working toward strengthening sustainable management upon
having formulated its Sustainable Medium-Term Environmental Plan 2023 and Medium-Term
Social Plan 2023, underpinned by the two visions of “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 in the transformation plan “YAMATO NEXT100,” which
serves as a grand design for management over the medium to long term.

iv)

Under the “Environmental” component of the plan, we have set aggregate targets for reducing
the environmental burden of our business activities and have otherwise set targets for areasin the logistics industry where the Yamato Group is able to bring about widespread use ofinnovative technology, such as with respect to materials and vehicles. We are furthermore
working to create environmental value on the basis of having also set targets in terms ofengaging in green logistics in collaboration with diverse partners and providing products andservices that have less impact on the environment. During the fiscal year under review, we
embarked on field testing of collection and delivery operations enlisting compact battery
electric vehicle (BEV) trucks featuring a walk-through, ultra-low-floor design with the aim of30

introducing drivers to very practical low-carbon vehicles placing due consideration on theenvironment. We have continued taking action to achieve the vision of virtually zero
greenhouse gas emissions (in-house emissions) by 2050, established as a long-term goal.
This entails efforts that include adopting collection and delivery methods that do not generate
greenhouse gas emissions through use of hand trucks, bicycles and other such modes oftransportation, and using electricity derived from renewable energy. Due to COVID-19, we
refrained from holding our “Kuroneko Yamato Environmental Class” sessions, which we havebeen continually offering nationwide since 2005, with the aim of providing support forenvironmental education of children who will bear responsibilities of the next generation.
v)

In addition, under the “Social” component of the plan, we have been continuing to take on
initiatives that involve developing a work environment in which we respect diverse personnel
and in which employees are able to play active roles, while also working to realize an enrichedsociety in part by addressing social challenges and promoting community development
enlisting a co-creation approach. During the fiscal year under review, we set our sights ondeveloping a sustainable pharmaceutical network by embarking on field testing to assess
economic feasibility of using unmanned drones to transport items such as pharmaceuticalproducts required by locally-based medical institutions and prescription medicine delivered to
private residences. This involved working in collaboration with participants that include thetown of Wake in Okayama Prefecture and pharmaceutical manufacturers and wholesalers.
Going forward, maintaining our capacity for trunk-route transportation will become achallenge, with the shortage of truck drivers. In order to build a sustainable and robust
logistics network, we announced in January 2022 that we will begin operations of cargo-onlyplanes (freighters) from April 2024.

vi)

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).” We
continue to engage in various initiatives to such ends. For instance, we have been operating
our community-based Neko Support Station locations enlisting close local ties and facilitating
healthy and sustainable development of local communities, along with lifestyles of safety andcomfort among local residents. We have also been setting up housekeeping support services,monitoring services that use “HelloLight” IoT light bulbs, consultation services for everyday
life, and holding events that enable interaction among community members.

vii)

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 a society in which
disabled people can freely enjoy a lifestyle as a member of each community. Specifically, we
engage in ongoing programs that support economic independence of people with disabilities,
such that include actively employing people with disabilities at the Swan Bakery which makes
and sells bread, providing them with workplaces through the consigned 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.

31

[Reference]Strengthening of Sustainable Management
Now, when society as a whole is facing many urgent issues, such as climate change, labor
shortages, human rights, inequality, and COVID-19, it is becoming increasingly important that
corporations also diligently face these issues and participate in resolving them.
The Yamato Group is promoting sustainability management based on Sustainable Medium-Term
Plans 2023, which set out specific actions to be taken to address each important material issue(materiality) and targets to be achieved by 2023 in order to achieve long-term targets, such as ourenvironmental and social visions for a sustainable future and virtually zero greenhouse gas
emissions by 2050.
Sustainability Promotion System
We established a dedicated department to oversee the Groupwide promotion of sustainability.
Additionally, we deployed personnel responsible for sustainability at each Group company topromote sustainability management Groupwide. With the president as chairman and executive
officers, the Yamato Group Environment Committee and the Yamato Group Social Promotion
Committee meet once a year and share information about and discuss issues related tosustainability. Additionally, key agenda items are appropriately discussed and resolved at
Management Committee meetings and Board of Directors meetings.

Yamato Holdings Co., Ltd. Board of Directors

Yamato Group Environment Committee

Yamato Group Social Area Promotion
Committee

Yamato Group Environment Subcommittee

Yamato Group Social Area Subcommittee

Yamato Transport Co., Ltd.

Group Companies

Environment Committee

Environment Committee

Regional
Environment Committee
Regional Branch
Environment Committee

Yamato Group Environmental Policy
The Yamato Group pursues business activities that contribute to the protection of the environment
as a company working toward the well-being and enrichment of society in the future. As part of a32

sustainable social infrastructure, we provide environmentally friendly goods and services, protect
the earth’s environment, which is the basis of life for present and future generations, and contributeto the realization of the well-being and enrichment of society.
1. Reduction of Environmental Burden andPrevention of Pollution

3. Environmental Management andCompliance2. Provision of Sustainable Goods andServices

4. Collaboration and Communication

For details on the Yamato Group Environmental Policy, please refer to our corporate website.
https://www.yamato-hd.co.jp/csr/esg/policy.html#anc-08

Initiatives Based on Recommendations of the TCFD
The Yamato Group continually identifies and evaluates the risks, opportunities, and impacts
associated with climate change, in recognition of its importance on increasing corporate value overthe medium to long term and realizing a sustainable society. Furthermore, the Group engages inenhancing information disclosure based on the recommendations of the TCFD.* Going forward, we
will conduct scenario analysis, to be reflected in business plans under Medium-Term Environmental
Plan 2023, as well as confirm the operation and effectiveness of internal carbon pricing andconsider its use as an investment indicator to promote low-carbon investment. Our goal is to be acompany that grows alongside society by leveraging our business to mitigate and adapt to climatechange while managing risks, creating opportunities, and helping to realize a low-carbon society.
*TCFD： Task Force on Climate-related Financial Disclosures, which was established by the Financial
Stability Board (FSB)

Governance

Strategy

Risk Management

Indicators and Targets

Each initiative is described on the following pages.

33

[Reference]▶ Governance
The Yamato Group has an environmental management system under the supervision of its Board of
Directors, with the Yamato Group Environment Committee as the main decision-making body, which
deliberates, makes decisions, and supervises with regard to environmental issues, including climatechange. The president serves as chairperson of the Yamato Group Environment Committee andreports important matters discussed by the committee to the Board of Directors, as the overall
supervisor responsible for the environmental management system. Executive officers in theenvironmental field and in charge of regions, and presidents of Group companies are responsible
for ensuring the implementation, maintenance, and supervision of environmental management, andalso responsible for the environment, which involves preparing necessary management resources,
among other duties. As a general rule, all managers and heads of frontline organizational structures
are also responsible for managing environmental risks and opportunities, including climate, as
environmental managers.
▶ Strategy
The Yamato Group holds discussions to identify and assess Groupwide climate-related risks,
opportunities, and financial impacts, as well as identify the details including management
approaches and strategies. Under Medium-Term Environmental Plan 2023, which was formulated in
January 2021, we set environmental targets and specific actions to be taken by the end of the fiscal
year ending March 31, 2024. Based on this plan, we will promote initiatives to reduce GHG
emissions by using electricity generated via renewable energy sources, enhance transportation
efficiency, and reduce the use of dry ice, among other initiatives. We also plan to implement
scenario analysis based on numerous climate change scenarios in the fiscal year ending March 31,
2023. We will utilize the results when considering business strategies and these results will bereflected in our next management plan.
▶ Risk Management
The Board of Directors deliberates on the identification of material issues (including climate) and theGroup’s vision; long-term targets, including the reduction of GHG emissions; and Medium-Term
Environmental Plan 2023 (targets and strategies). Performance with respect to environmental
targets, such as progress in the reduction of GHG emissions; the status of the response toenvironmental issues, including climate transition risks; compliance with laws and regulations; audit
results; and plans for the next fiscal year are reported to Environment Committees (attended by theabove management team members and executives) for monitoring, supervision, and evaluation, in
accordance with the Group’s corporate governance system. Specifically, these matters are reported
from the Regional Branch Environment Committees, which meets four times a year, to the Regional
Environment Committee (four times a year); the environment committees of each Group company(once a year); the Yamato Group Environment Subcommittee, which discusses the four
environmental issues (three times a year); and the Yamato Group Environment Committee (once ayear). These reports are also subject to top management reviews by the president and are reported
to the Board of Directors for supervision. In this way, we appropriately manage environmental risks,
including climate change risks, in Companywide management processes. We also regularly review
the effectiveness of environmental management and strive for continual improvement by holding
stakeholder dialogues and incorporating the opinions of employees and experts in the decisionmaking process, among other methods.

34▶ Indicators and Targets
To mitigate the risks of climate change and expand opportunities, the Yamato Group has set targets
to reduce its greenhouse gas (GHG) emissions. For its long-term target to achieve “net zero GHGs
(in-house emissions) in fiscal 2050,” we have newly set a GHG emission target to achieve 48%
reduction compared with fiscal year ended March 31, 2021 for fiscal year ending March 31, 2031,
which we announced on May 10, 2022. We will work to achieve this goal to reduce GHG emissions
with some of our major measures as “introduction of 20,000 EVs,” “introduction of 810 photo-voltaic
power generation facilities,” and “increase overall ratio of electricity generated via renewable energy
sources to 70%.”
GHG emissions and reduction targets
New target

Virtually zero

FY2021/3(Base fiscal
year)

FY2024/3(Short-termtarget)EVs owned
Photo-voltaic facilities
Dry ice use
Renewable energy ratio

FY2031/3(Medium-termtarget)FY2024/3
2,000 vehicles
150 locations
Reduced use
30%

FY2051/3(Long-termtarget)
FY2031/3
20,000 vehicles
810 locations
Zero use
70%

35

Examples of initiatives for our materialities
Environment
Energy and Climate(Mitigate climate change)
In October 2021, Yamato Transport established the new Green Innovation Development
Department with the aim of achieving “net zero GHGs (in-house emissions) in fiscal 2050.” The
Green Innovation Development Department will work to reduce Yamato’s GHG emissions throughmethods including the introduction of EVs and renewable energy sources along with initiatives tofind solutions to climate change issues across the entire logistics industry.
The Energy Management Section of this department examines the utilization of energy-saving
technology and the use of electricity generated via renewable energy sources, in addition to working
to reduce the GHG emissions.
The Mobility Section of this department engages in the research and demonstration of the latest
technologies, starting with mobility, aiming for their implementation.

Energy Management
SectionGreen Innovation
Development Department
Mobility Section

36

SocialHuman Rights & Diversity(Create a corporate culture that respects human rights and diversity)

Human Rights Due Diligence

We are endeavoring to create a working environment that is employee-friendly and rewarding byimproving working styles. Additionally, we have implemented human rights due diligence based on
the UN Guiding Principles on Business and Human Rights to make this more widespread both
inside and outside the Yamato Group. We formulated the Yamato Group Human Rights Policy in2021 with the aim of realizing an enriched society as set out in our Management Philosophy. We will
strengthen our initiatives for respecting human rights based on this policy, which sets out the
Yamato Group’s intention to respect human rights and the actions to take to achieve this. In thefiscal year ended March 31, 2022, in order to improve understanding of human rights in-house, we
implemented human rights training for 390 new managers to encourage their leadership in thematter. By the fiscal year ending March 31, 2024, we will expand this human rights training to all
employees.
Please see our corporate website for details on the Yamato Group Human Rights Policy.
https://www.yamato-hd.co.jp/csr/esg/policy.html#anc-10

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, ashrinking 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. Moreover, the global disruption in supply chains aswell as instability in international affairs causing the rise in natural resource prices is making thefuture outlook unclear. Amid that business environment, the Yamato Group has been seeking tosustainably increase its corporate value by helping to enrich our society as stated under its
Management Philosophy. To that end, on April 1, 2021, we have been shifting to a Groupmanagement 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 diversifying
needs of customers and society to transform the supply chain in response to changing lifestyles.
i)ii)

Increasing productivity across the entire Yamato Group
Under our medium-term management plan “One Yamato 2023,” we are optimally allocating
the Group’s management resources by improving the accuracy of our demand andoperational workload forecasts in the various regions, in order to cater to the changing anddiversifying needs of our individual and corporate customers.
We will improve productivity across our entire logistics network and achieve higher profitability
by consolidating and repositioning our commercial warehouses, sorting terminals, TA-Q-BIN
Sales offices and other business locations nationwide. We are building an e-commerce
logistics network that addresses the continuously growing e-commerce demand, especially inthe urban areas, and will seek to optimize our human resource allocation as well astransportation and delivery costs between this new network and our existing network. We will
also continue optimize and standardize our delivery process by transforming work operations,and shifting to automation 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, in order to reduce theadministrative operations of our frontline employees, we will continue to promote businessprocess re-engineering (BPR) by standardizing our operations as well as digitizing such tasks.
Increasing operating revenue through growth in the corporate client domain
In our medium-term management plan “One Yamato 2023,” we regard the changes in
consumer behavior and lifestyles triggered by COVID-19 as an opportunity to grow ourbusiness. We are positioning the solution business, in which we seek to solve challenges
faced by our clients throughout the entire supply chain, beyond the business-to-consumer(B2C) domain, as a growth area to focus on.
For clients that conduct their businesses globally, the consolidated Group sales functions andour operations will come together to provide one-stop business solutions using the Group’s
facilities including our international offices.
For the corporate clients in various regions, we will create optimal proposals based on sales
information that is consolidated to our headquarters, facilitating frontline sales initiatives anddesign solutions as well as sophisticating our operational design, providing value across theentire supply chain by streamlining backyard operations related to stores and e-commerce
operations, reducing opportunity loss in sales and optimizing inventories.
In order to create optimal e-commerce ecosystem solutions that enable e-commercecompanies to expand together with sellers, e-commerce users and delivery service providers,we will enhance the functions of EAZY, which is based on real-time communications withcustomers. We will also enhance our solutions for procurement, inventory management andother upstream domains for both large and small e-commerce companies, as well as for
manufacturers and retailers aiming to strengthen their e-commerce operations.

38

iii)

Promoting strategies for achieving sustainable enhancement of corporate value
Through our medium-term management plan “One Yamato 2023,” we will promote data andinnovation strategies, reform our management structure and reinforce governance, implement
an HR strategy that supports “Innovating Delivery Business”, improve capital efficiency, andstrengthen sustainable management, thereby achieving sustainable corporate valueenhancement.
Our data strategy continues to involve upgrading core systems, as well as maintaining digital
data and enhancing digital platforms to achieve more sophisticated use of date. Meanwhile,
our innovation strategy continues to promote pinpointing and collaborating with startups aswell as investing in such startups with the aim of creating new businesses, particularly using
the “KURONEKO Innovation Fund.”We will also continue to strengthen governance by separating management supervision andexecution, maintaining and enhancing management transparency, as well as enhancing
corporate governance, and promote management reforms through a governance structurewith an emphasis on the speed of decision-making.
As for our HR strategy, which supports “Innovating Delivery Business,” we will continue toestablish and operate a personnel system through which we assess every employee basedon clear job descriptions. We will also rapidly promote the development of digitally literate
employees by enhancing our digital education programs, and raising the digital literacy of all
employees including senior management. Moreover, we will create work environment thatenables our approximately 220,000 employees, the Yamato Group’s greatest asset, to workwith more peace of mind. We accordingly aim to maintain a rewarding work environment thatcauses employees to take a vibrant approach to work and where human rights and diversity
are respected. In terms of improving our capital efficiency, we will place more emphasis on
capital efficiency when managing our operations with a two-pronged approach through acapital strategy and a financial strategy, in order to achieve both business growth and cost
structure reform. Meanwhile, we will enhance shareholder value through a timely andappropriate capital policy underpinned by stable dividends mindful of the ratio of dividends onequity (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 factors.
As for strengthening sustainable management, we will take further steps based on our targets
for March 31, 2024, and specific actions to be taken in response to material issues, outlined in
the “Sustainable Medium-term Plan 2023 <Environment & Society>”, and pursue thesustainable development of the environment and society as well as our own business. In
order to achieve our long-term environmental target of zero emissions (In-house emissions) of
GHGs by 2050, we have set a mid-term target for 2030 to reduce GHG emissions by 48%
compared to 2020. Going forward, we will introduce more EV’s in our fleet, as well as
electricity generated from renewable sources, and promote initiatives to reduce GHG
emissions for the entire logistics industry and society.

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.

39

(3)

Business Performance and Changes in Financial Position(Millions of yen)
FY2019/3
154th

FY2020/3
155th

FY2021/3
156th

FY2022/3
157th

1,625,315

1,630,146

1,695,867

1,793,618

Profit attributable to owners of parent

25,682

22,32456,70055,956

Basic earnings per share (Yen)

65.14

56.78

151.55151.03

Total assets

1,123,659

1,100,739

1,089,991

1,086,854

Net assets

573,388562,835

584,287

598,233

Net assets per share (Yen)

1,435.15

1,441.20

1,553.45

1,611.34

Classification
Operating revenue

Notes: 1.

2.

3.

(4)

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.
The Company has applied the “Accounting Standard for Revenue Recognition” (ASBJ Statement No. 29,
March 31, 2020) and other standards from the beginning of the 49th period, and the financial position and theresults of operations for the fiscal year under review reflects these accounting standards.
Effective from the fiscal year under review, the Company and its domestic consolidated subsidiaries havechanged to the straight-line method as their depreciation method for property, plant and equipment from thedeclining-balance method previously, and have accordingly modified useful lives of some vehicles, in order toallocate costs in a manner that better reflects actual use of assets. The financial position and the results ofoperations for the fiscal year under review reflects these accounting changes.

Delivery Volume of Small Parcels(Million parcels / units)
FY2019/3
154th

FY2020/3
155th

FY2021/3
156th

FY2022/3
157th

Parcel delivery
TA-Q-BIN/TA-Q-BIN Compact/EAZY/Nekopos

1,803

1,799

2,096

2,275

Kuroneko DM-Bin

1,211

987

826

824

Classification

40

(5)

Principal Business Activities

The Yamato Group has changed the classification of reportable segments from six businesssegments based on their business types to two business segments, the Retail Business Unit andthe Corporate Business Unit, based on their customer segments.
As a result of an absorption-type merger in which Yamato Transport Co., Ltd. is the surviving
company, the Company’s former consolidated subsidiaries, Yamato Global Express Co., Ltd.,
Yamato Logistics Co., Ltd., Yamato Global Logistics Japan Co., Ltd., Yamato Packing Service Co.,
Ltd., Yamato Packing Technology Institute Co., Ltd., and Yamato Financial Co., Ltd. have ceased toexist on April 1, 2021, and Yamato Management Service Co., Ltd. have ceased to exist on
September 1, 2021.
In January 2022, the Company transferred 51% of the Company’s holdings of issued commonshares of Yamato Home Convenience Co., Ltd. (“YHC”) to ART CORPORATION. Effective from thefiscal year under review, the Company will make YHC an equity method affiliate rather than its
current designation as a consolidated subsidiary, given that the Company holds 49% of the voting
rights in YHC, down from 100% previously as a result of the transfer of shares.
Classification

Content of business
Engages in providing high-quality, small-lot transportation services, including
TA-Q-BIN(Home delivery business for individuals and small and medium-sizedcorporate customers)
Engages in providing improvement and efficiency to the logistics supply
chains, planning supply chain management strategies, and providing the bestsolutions for the sustainable e-commerce system(Transportation business for large corporate customers)
Engages in maximizing the Group’s value to the customer by utilizing IT &maintenance functions and various form of transportation business(Development, operation and management of IT system, vehicle maintenancebusiness, fuel sales business, nonlife insurance agent business, cargovehicle transportations business, and roll box pallets transportation business)

Retail Business Unit

Corporate Business Unit

Other

(6)

Capital Expenditure

The capital expenditure for the fiscal year ended March 31, 2022 totaled 73,271 million yen and theprincipal components were as follows: From the fiscal year under review, the amount of capital
expenditure includes intangible assets as well as property, plant and equipment.
(Millions of yen)
Name
Yamato Transport
Co., Ltd.

(7)Classification
Retail Business Unit
Corporate Business Unit

Content of investment

Amountinvested

Purchase of vehicles (3,106 units)

14,186

Edagawa sorting base

3,029

Financing Activities

Not applicable.

41

(8)

Principal Creditors(Millions of yen)
Outstanding borrowing

Creditors
Mizuho Bank, Ltd.

7,000

Sumitomo Mitsui Banking Corporation

3,500

MUFG Bank, Ltd.

3,500

(9)

Employees
Business area

Number of employees(Persons)
Changes from previous
fiscal year-end

Retail Business Unit

176,881(4,216)

Corporate Business Unit

19,817

2,508

Other

20,150(4,246)25(364)

216,873(6,318)

Corporate
Total
Notes: 1.
2.
3.

The above numbers include 122,400 part timers (a year-on-year decrease of 3,962).
Employees in the Retail Business Unit includes employees in Yamato Transport Co., Ltd. headquarters.
Number in Corporate indicates the number of employees in Yamato Holdings Co., Ltd.

(10) Vehicles
Classification

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

Retail Business Unit

49,243(262)

Corporate Business Unit

3,206

72

Other

1,979

(1,483)4(3)54,432(1,676)

Corporate
Total
Notes: 1.
2.

Vehicles in the Retail Business Unit includes vehicles in Yamato Transport Co., Ltd. headquarters.
Number in Corporate indicates the number of vehicles Yamato Holdings Co., Ltd. owns.

42

(11) Major Subsidiaries
Name

Classification

Share capital

Ownership(Millions ofyen)
50,000100.0050

100.00

YAMATO TRANSPORT
U.S.A., INC.

(Millions of US$)100.00

YAMATO ASIA PTE. LTD.

(Millions of S$)

YAMATO INVESTMENT(HONG KONG) LIMITED(Millions of HK$)

Yamato Transport Co., Ltd.

Okinawa Yamato Transport
Co., Ltd.

YAMATO BOX CHARTER
CO., LTD

Retail Business
Unit
Corporate
Business Unit
Corporate
Business Unit

4

352

Yamato System Development
Co., Ltd.
Yamato Autoworks Co., Ltd.

(%)
Home delivery business forindividuals and small andmedium-sized corporate
customers
Home delivery business forindividuals and corporate
customers in Okinawa
Handling of air cargo andmarine cargo, andinternational moving in North
America;
import/export customs
clearance services
Management of regional
operations in Southeast Asia,
business development andmarket research
Management of regional
operations in East Asia,
business development andmarket research
Cargo vehicle transportation
service, roll box pallets
transportation service
Development, operation andmanagement of IT systems
Vehicle maintenancebusiness, fuel sales business,
and nonlife insurance agent
business, etc.

100.00970

100.00400

100.001,800

100.0030

100.00

Other

Principal business activities

Notes: The status of a specified wholly owned subsidiary company as of March 31, 2022 is as follows.
(Millions of yen)
Name
Yamato Transport Co.,Ltd.

Location
16-10, Ginza 2-chome,
Chuo-ku, Tokyo

Book value of theshares in the
Company

Total assets of theCompany

258,539

403,163(12) Major Offices
Name
Yamato Transport Co., Ltd.

Classification
Retail Business Unit
Corporate Business
Unit
Corporate Business
Unit

Head office location
Chuo-ku, Tokyo

Number of offices(stores)
3,963

Itoman City,
Okinawa

35

YAMATO TRANSPORT U.S.A., INC.

California, U.S.A.

25

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

Singapore

1

Hong Kong

1

Chuo-ku, Tokyo

97

Yamato System Development Co., Ltd.

Koto-ku, Tokyo

10

Yamato Autoworks Co., Ltd.

Chuo-ku, Tokyo

105

Chuo-ku, Tokyo

1

Okinawa Yamato Transport Co., Ltd.

YAMATO BOX CHARTER CO., LTD

Yamato Holdings Co., Ltd.

Other

Corporate43

2. Overview of Shares (As of March 31, 2022)(1) Total Number of Shares Authorized:

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

388,575,592 shares(3) Number of Shareholders:

54,486 persons(4) Principal Shareholders
Shareholders

Number of shares
owned(Thousands of shares)

Ownership percentage(%)

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

64,846

17.67

Yamato Employees’ Shareholding Association

24,833

6.77

Custody Bank of Japan, Ltd. (Trust Account)

23,248

6.34

Meiji Yasuda Life Insurance Company

14,814

4.04

Nippon Life Insurance Company

14,7704.02

Mizuho Bank, Ltd.

10,247

2.79

Yamato Trading-Partner Shareholding Association

8,303

2.26

TOYOTA MOTOR CORPORATION

5,748

1.57

Sompo Japan Insurance Inc.

5,133

1.40

Aioi Nissay Dowa Insurance Co., Ltd.

4,800

1.31

Notes: 1.
2.

Although the Company holds 21,600,721 of its own shares as treasury shares, it is excluded from the above
list of principal shareholders.
Ownership percentage is calculated exclusive of own shares.

44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
Representative Director

Yutaka Nagao

Representative Director, Executive Officer andPresident of Yamato Transport Co., Ltd.

Director

Haruo Kanda

Director

Masakatsu Mori

Director

Mariko Tokuno

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:

Kenichi Shibasaki

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
Outside Director of Shiseido Company, Limited

Outside Director of JSR Corporation
Outside Director of Yokogawa Electric Corporation

Mamoru Matsuno
Takashi Yamashita

Yoshihide
Shimoyama

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

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. Yoshihiro Kawasaki, Audit & Supervisory Board Member, possesses considerable insight into finance andaccounting related matters through his experience in business management, business operation and as a
Full-time Audit & Supervisory Board Member of the Company’s subsidiary, Yamato Transport Co., Ltd. overmany years.
5. Mamoru Matsuno, Audit & Supervisory Board Member, possesses considerable insight into finance andaccounting related matters through his experience in internal auditing duties over many years.
6. Takashi Yamashita, Audit & Supervisory Board Member, possesses considerable insight into finance andaccounting related matters through his services as a certified public accountant.
7. Ryuji Matsuda, Audit & Supervisory Board Member, possesses considerable insight into finance andaccounting related matters through his services as an attorney.
8. Yoshihide Shimoyama, Audit & Supervisory Board Member, possesses considerable insight into finance andaccounting related matters through his experience as a director and an outside audit & supervisory board
member at other companies.
9. Shiro Sugata, Director, has retired from Special Corporate Advisor of USHIO INC. on April 30, 2021.
10. There are no significant relationships between the Company and the other organizations where concurrent

45

positions are held by Outside Directors and Outside Audit & Supervisory Board Members.
11. On February 1, 2022, there were changes in responsibilities and important concurrent positions at otherorganizations as follows:
Name
Kenichi Shibasaki

Haruo Kanda

BeforeAfter

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

Representative Director

Director(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 the minimum
amount of liability provided for under the Companies Act, Article 425, paragraph (1).

(3) Contents Summary of 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. The insureds of thispolicy include Directors, Audit & Supervisory Board Members and Executive Officers of theCompany and its subsidiaries, and the insureds do not pay the insurance premium. This policy
covers losses, such as the amount of indemnification and litigation expenses incurred by the
insureds in case where claims for the insureds’ action (or omission) based on their position in the
Company is brought forward. However, in order not to lose appropriateness of the execution ofoperation by the insureds, the policy do not cover the insureds’ criminal acts or illegal acts done
intentionally.

46

(4) Amount Paid as Remuneration to Directors and Audit & Supervisory Board
Membersi) Total Amount Paid as Remuneration
Categories of
Directors and Audit& Supervisory
Board Members
Director

Total amount of
remuneration(Millions of yen)

Total amount of remuneration by type (Millions of
yen)
Basic
Performance- Non-monetary
remuneration
linkedremuneration,
remunerationetc.

Number ofrecipient
Directors andAudit &
Supervisory
Board
Members

456

321

135

–

9

(73)

(73)

(–)

(–)

(5)

81

81

–

–

5

(33)

(33)

(–)

(–)

(3)

Total

537

402

135

–

14

(Of which Outside
Officers)

(106)

(106)

(–)

(–)

(8)

(Of which Outside
Directors)
Audit &
Supervisory Board
Member(Of which Outside
Audit &
Supervisory Board
Members)ii) Policy for determining performance-linked remuneration (variable remuneration)i. Old executive remuneration system (applied from April, 2021 to June, 2021)
As benchmarks pertaining to performance-linked remuneration, the Company uses operating profit
to better link remuneration to corporate performance and also to achieve greater transparency andobjectivity.
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%; lessthan 90% = 0.00%*2. Percentage share by rank and title: Varies in the range of 20% to 34% depending on rank
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 havebeen achieved on an individual basis.
The consolidated operating profit for the fiscal year ended March 31, 2020, served as a benchmark
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 April 2021 through June 2021.
47

ii. New executive remuneration system (applied from June, 2021 to March, 2022)
For the benchmark for determining short-term performance-linked remuneration, the Company has
calculated the amount of individual remuneration based on achievement of quantitative performanceindicators to “The Group’s consolidated operating revenue,” “The Group’s consolidated operating
profit,” and “The Group’s consolidated profit” and achievement of individual’s mission evaluated byindividual’s mission progress and role satisfaction, in order to have better link with the Company’s
performance and improve transparency and objectivity of the remuneration.
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 2021 through June 2022.
<Formula for calculating performance-linked remuneration>
Variable
remuneration

Performance indicatori. The Group’s consolidated
operating revenue
Short-term
performanceindicator

ii. The Group’s consolidated
operating profit
iii. The Group’s consolidated profit
iv. Mission evaluation (individual)

Indicator rate oneach Director
〇
30%
〇
30%
〇
30%
〇
10%

Achievement

ActualTarget(Millions of yen)

(Millions of yen)

1,695,900

1,623,000

104.5

92,10060,000153.5

56,70030,000

189.0

rate
%

–

[(Achievement rate of i. x 0.3 + Achievement rate of ii. x 0.3 + Achievement rate of iii. x 0.3) +Mission evaluation (individual) 10% maximum]48

<Reference> Relationship between target achievement rate and payment rate><Payment rate>
Maximum 150%
Standard 100%
Minimum 0.25%<Payment rate>
Maximum 150%

Standard 100%

Minimum 0.25%

Minimum 60.1%<Achievement rate>
Maximum 120%
Standard 100%
<Achievement rate>
Minimum 60.1%

Standard 100%

Maximum 150%

Achievement rate on performance indicator in 2021

*If the achievement rate is less than 60%, the payment
rate shall be zero.

134.1%( i.104.5% × 0.3 + ii.153.5% × 0.3 + iii.189.0% × 0.3)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 the Company’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 (of which, up to 109 million yen is
to be allocated to Outside Directors), and short-term performance-linked remuneration paid to
Directors (excluding Outside Directors) shall amount to not more than 245 million yen per year. The
Company has deemed that these are competitive remuneration levels for recruiting and retaining
talented persons amid its rapidly changing business environment. The Company furthermore seeks
to contend with developments that include an increase in Director’s responsibilities along with theCompany having increased its number of Directors and Audit & Supervisory Board Members withthe aims of achieving transparency and vigor of Board of Director’s operations and enhancing
management oversight. There were nine (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.

49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 and businessperformance, and shall be appropriate for securing talented persons.
Remuneration system that places emphasis on increasing corporate value and shareholder
value• The remuneration system shall be linked to business performance and furthermore serve
as motivation for achieving performance targets.
• The remuneration structure shall be linked to medium- to long-term corporate value andfurthermore encourage a sense of common interests with shareholders.
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 such factors into consideration, andperformance-linked remuneration (variable remuneration). In addition, remuneration for Audit &Supervisory Board Members and Outside Officers consists exclusively of basic remuneration due tothe nature of their functional roles.
iii. Policy for determining basic remuneration (fixed remuneration)
Basic remuneration (fixed remuneration) is determined in accordance with rank and title and basedon responsibilities, upon having considered remuneration levels at other companies and other suchfactors.
iv. Policy for determining mix of remuneration and other compensation types for individual Directors
The mix of remuneration types is such that the higher a Director’s position, the more weightassigned to performance-linked remuneration. The Company has opted for this approach upon
having taken into account remuneration levels at other companies, in part because this approachmakes it possible to furthermore fuel motivation with respect 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 persons.
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 a monthly basis encompassing twelve
equal installments annually.

50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 decides theamounts of basic remuneration (fixed remuneration) and short-term performance-linked
remuneration (variable remuneration) for individual Directors upon having taken into consideration
findings reported by the Nomination and Compensation Committee, which Independent Outside
Directors occupy the majority of its membership and is chaired by one of the Outside Directors, sothat it will assess each of the Directors while taking factors such as Company-wide business results
into consideration.

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 its General Meeting of Shareholders held on June 23, 2020. The
Company will accordingly make calculations based on performance benchmarks for the fiscal year
ended March 31, 2022, and grant 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 the purchase ofshares of the Company through the Officers and Executives’ Shareholding Association.
In order to implement a process with high objectivity and transparency for activities of Nomination
and Compensation Committee to decide remuneration and other compensation for individual
Directors in fiscal year ended March 31, 2022, the Company held 5 meetings of Nomination andCompensation Committee with the participation of all members, and the decision was made upon
having taken into consideration the amount of remuneration for individual Directors and detail ofcalculation of such amount based on Policy for determining remuneration and other compensation
for individual Directors.

51

(5) Outside Officers
Principal activities
Position

Name

Director

Masakatsu Mori

Director

Mariko Tokuno

Director

Yoichi Kobayashi

Director

Shiro Sugata

Attendance and participation at meetings, and overview of duties
performed in relation to expected role
Attended all 18 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 a member of the Nomination andCompensation Committee, he has attended all 11 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 16 of 18 meetings of the Board of Directors held in thefiscal year under review, and provided necessary comments andadvice on overall management as appropriate from her perspective
as a manager 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 11 committee meetings held during
the fiscal year under review and has fully performed the oversightfunction in relation to selecting Company officer candidates andengaging in the process of making decisions on evaluations
involving officer remuneration and other compensation, enlisting her
position of objectivity and neutrality.
Attended all 18 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 11 committee meetings held during the fiscal year underreview and has fully performed the oversight function in relation to
selecting Company officer candidates and engaging in the processof making decisions on evaluations involving officer remunerationand other compensation, enlisting his position of objectivity andneutrality.
Attended all 18 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 the head of the Nomination andCompensation Committee, he also leads proceedings of committee
meetings and has attended all 11 committee meetings held during
the fiscal year under review. He has fully performed the oversightfunction in relation to selecting Company officer candidates and52

Position

Name

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
making decisions on evaluations involving officer remuneration andother compensation, enlisting his position of objectivity andneutrality.
Attended all 18 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, financial strategy, and corporate governance.
Attended all 18 meetings of the Board of Directors held in the fiscal
year under review, and offered necessary comments based on his
expertise and rich experience in finance and accounting.
Furthermore, he attended all 19 meetings of the Audit & Supervisory
Board held in the fiscal year under review, as well as regularexchanges held with the Representative Director and President. He
examined the execution of the Directors’ duties mainly from his
perspective as a certified public accountant with rich experience andprofound critical insight.
Attended all 18 meetings of the Board of Directors held in the fiscal
year under review, and offered necessary comments based on his
expertise and rich experience as an attorney as well as in financeand accounting. Furthermore, he attended all 19 meetings of the
Audit & Supervisory Board held in the fiscal year under review, as
well as regular exchanges held with the Representative Director andPresident. He examined the execution of the Directors’ duties mainly
from his perspective as an attorney with rich experience andprofound critical insight.
Attended all 18 meetings of the Board of Directors held in the fiscal
year under review, and offered necessary comments based on his
rich experience in the fields of management and audit. Furthermore,
he attended all 19 meetings of the Audit & Supervisory Board held in
the fiscal year under review, as well as regular exchanges held with
the Representative Director and President. He examined theexecution of the Directors’ duties mainly from his perspective as amanager and Outside Audit & Supervisory Board Member with richexperience and profound critical insight.

53

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)3112) Remuneration other than (1)443) Remuneration to be paid to the Accounting Auditor by the Company
and subsidiaries

355

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 remuneration andother 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 theCompany’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, are insufficientfor 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-reappointment of the Accounting
Auditor to be submitted to the General Meeting of Shareholders.

(4) Non-Audit Services
The Company entrusts the Accounting Auditor with advisory services, etc. for the managing financial
information disclosure related to climate change as non-audit services outside the scope of services
prescribed in the Certified Public Accountant Act, Article 2, paragraph (1).

54

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 of Incorporation,
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 theproper business operation of the corporate group consisting of the Company 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 operationof the Company and each Group company, the Company has established the “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 directorsof the Company and each Group company. At the same time, directors shall perform theirbusinesses 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 and risk management and shall monitor the undertaking of the Groupwide 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 toreport 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 departments responsible for compliance and risk management of theCompany and each Group company. Departments responsible for compliance and risk
management makes systematic efforts in collaboration with outside specialized institutions,such as police and attorneys, to prevent antisocial forces from being involved inmanagement and prevent possible damage caused by antisocial forces.

2)

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

3)

Policy and framework for managing risks of loss of the Company and its subsidiaries
i. The Company shall assign an executive officer to oversee Group-wide compliance and risk
management. Employees shall be stationed to perform related businesses in thedepartment responsible for the compliance and risk management of the Company andeach Group company.
55

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. Large companies under the Companies Act in the Group companies shall establish adivision in charge of risk management, and assign an officer in charge of the same.
Departments responsible for compliance and risk management of the Company shalloversee 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 and its
subsidiaries
i. The Company shall adopt the executive officer system in order to realize the efficiency ofthe 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 executive directors,
executive officers, and full-time audit & supervisory board members.
iii. The Company shall define in the organizational regulations the procedure and the officer incharge with respect to the business operation based on the resolution of the Board of
Directors and at the management committee of the Company as well as the resolution ofeach Group company’s Board of Directors.

5)

Framework ensuring that execution of duties by directors and employees of the Company andits subsidiaries complies with laws and regulations and the Articles of Incorporationi. To realize management in conformity with compliance at the Company and each Group
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 displayed and distributed etc. and training implemented.
ii. Large companies under the Companies Act in the Group companies shall establish adivision in charge of compliance promotion, and assign an officer in charge of the same.
Departments responsible for compliance and risk management of the Company shalloversee this, and monitor and manage risk status at each Group company in a timely
manner.
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 to develop
and promote specific measures to ensure compliance and monitor the progress at theCompany 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.
56

6)

Framework ensuring the proper business operation of the corporate group consisting of theCompany and its subsidiaries
i. To ensure the proper business operation of the Company and each Group company, theCompany shall establish “Group Corporate Philosophy.” The Company and each Group
company shall formulate their company rules and execute business operations accordingly.
ii. The Company shall assign an executive officer to be in charge of basic strategy for Groupwide 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 be reported
to the Company’s related division.

7)

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

8)

Securing independence of the personnel in the preceding item from directors andeffectiveness of instructions from audit & supervisory board members
The personnel in the preceding item cannot hold a concurrent position that has the duties ofplanning 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 and employees of
the Company and framework for reporting to audit & supervisory board members of theCompany by directors, audit & supervisory board members and employees 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 each Group
company57

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 secure abudget of a certain amount to cover audit expenses.
11) Framework ensuring the effectiveness of auditing by audit & supervisory board members of
the Company
i. In addition to the Board of Directors Meeting, audit & supervisory board members of theCompany may attend other important meetings, including those of the management
committee and the executive conference, and understand the process of important
decision-making and status of business operation, and provide necessary opinions.
ii. The Company shall establish regular meetings between audit & supervisory board
members and the representative director to exchange opinions.
iii. The Internal Audit Department of the Company shall report progress and results of internal
audits of the Company and each Group company as necessary to audit & supervisoryboard 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 and Group
Audit & Supervisory Board Members’ Liaison Meetings in the Internal Audit Department of
the Company to promote efficient audits by audit & supervisory board members of theCompany 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 18 meetings which are attended by the directors and audit &supervisory board members. Those in attendance adopt resolutions on individual proposals inaccordance with decision-making standards, and also discuss matters and make resolutions
with respect to issues of managerial importance encompassing areas such as growthstrategy, investment, capital management policy and human resources strategy.

58

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 of complianceof major Group companies, and oversees Group-wide compliance initiatives across theorganization.
The Company has developed mechanisms for a whistle-blower system for the Group to allow
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 and corporate
ethics.
In addition, the Company has been taking steps to ensure that everyone is well aware that 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 tosociety and its stance toward issues in that regard, and furthermore pamphlets detailing suchcontent are distributed to all employees of the Company and each Group company.
Additionally, in order to forge a robust corporate culture, the Company is working to establish
a comfortable working environment for employees through initiatives such as reviewing
management rules on working hours and creating new working styles, and implement “Work
Style Reform” throughout the entire Group.

3)

Risk management
Managers in charge of compliance and risk oversight are stationed at the Company and eachGroup 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, andits 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 by sharing
examples of such risks and discussing related measures.

4)

Audit structure
The Internal Audit Department of the Company and internal audit departments of major Group
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, andeffectively monitor operations in a manner that is coordinated with Group management.

59

(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 the Group asa whole through capital expenditure—to strengthen the network, one of our management resources,and develop new businesses and products, for example—and investments are aimed at raising thecorporate 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.

60Consolidated Balance Sheet(As of March 31, 2022)(Millions of yen)

AssetsCurrent assets
Cash and deposits
Notes and accounts receivable - trade,and contract assets
Accounts receivable - installment

Liabilities
480,844352,807

Current liabilities

182,644

Notes and accounts payable - trade

165,346

218,922

Short-term borrowings

15,00048,055

Lease obligations

4,850

Inventories

2,216

Income taxes payable

14,395

Other

30,462

Deferred installment income

4,714

Allowance for doubtful accounts(1,456)

Provision for bonuses

38,942

Other

109,558

Non-current assets

606,010
429,878

Non-current liabilities

135,814

Buildings and structures

157,013

Lease obligations

26,038

Machinery and equipment

21,601

Deferred tax liabilities

1,913

Vehicles

25,207Retirement benefit liability

94,141

Land

179,650

Other

13,719Leased assets:

28,366

Total liabilities

488,621

Construction in progress

3,165

Other

14,873

Property, plant and equipment

Intangible assets

Net assets

45,646

Software38,588

Shareholders’ equity

578,991

Other

7,058

Share capital

127,234

Investments and other assets

130,484

Capital surplus

36,813

Investment securities

47,972Retained earnings

464,494

Long-term loans receivable

6,162

Treasury shares(49,551)

Leasehold deposits

20,519Retirement benefit asset

15

Deferred tax assets

54,197

Other

3,229

Allowance for doubtful accounts(1,611)

Accumulated other comprehensive
incomeValuation difference on available-for-salesecurities
Foreign currency translation adjustment
Remeasurements of defined benefit plans

Non-controlling interests
Total net assets
Total assets

1,086,854

Total liabilities and net assets

61

11,551
11,498
(513)
565
7,690
598,233
1,086,854

Consolidated Statement of Income(From April 1, 2021 to March 31, 2022)(Millions of yen)
Operating revenue

1,793,618

Operating cost

1,654,085

Operating gross profit

139,532

Selling, general and administrative expenses

62,333Operating profit

77,199Non-operating income
Interest and dividend income

1,561

Gain on investments in investment partnerships

4,510

Other revenue

2,546
8,618

Non-operating expenses
Interest expenses

785

Share of loss of entities accounted for using equity method

242

Other

459
1,487

Ordinary profit

84,330Extraordinary income
Gain on sales of non-current assets

3Gain on sales of investment securities

15,312Gain on liquidation of subsidiaries

1,210

Gain on transition of retirement benefit plan

1,419

Other

92
18,038Extraordinary losses
360

Loss on retirement of non-current assets
Amount of impairment loss

2,420

Loss on sale of investment securities

3,104

Loss on valuation of investment securities

48

Loss on revision of retirement benefit plan

14,999Provision of allowance for doubtful accounts

190

Other

206
21,328

Profit before income taxes

81,040

Income taxes-current

29,293

Income taxes-deferred(5,324)23,968

Profit57,071

Profit attributable to non-controlling interests

1,115

Profit attributable to owners of parent

55,95662

Consolidated Statement of Comprehensive Income(From April 1, 2021 to March 31, 2022)(Millions of yen)
Profit57,071Other comprehensive income
Valuation difference on available-for-sale securities(5,415)

Foreign currency translation adjustment793

Remeasurements of defined benefit plans, net of tax(5,282)

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

108(9,795)Comprehensive income

47,276(Breakdown)Comprehensive income attributable to owners of parent
Comprehensive income attributable to non-controlling interests

63

47,21066

Consolidated Statement of Changes in Equity(From April 1, 2021 to March 31, 2022)(Millions of yen)
Shareholders’ equity
Capitalsurplus

Share capital
Balance as of April 1, 2021
Cumulative effects of changes in accounting
policies
Restated balance

127,234

Retainedearnings

36,813

Total
shareholders’equityTreasuryshares431,571(39,549)

556,070(3,343)
127,234

36,813428,228(3,343)(39,549)

552,727

Changes during period
Dividends of surplus(19,689)(19,689)

Profit attributable to owners of parent

55,95655,956

Purchase of treasury shares
Disposal of treasury shares0(10,002)(10,002)

0

0

Net changes in items other thanshareholders’ equity
Total changes during period
Balance as of March 31, 2022–

036,266(10,002)26,263

127,234

36,813

464,494(49,551)

578,991(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, 2021
Cumulative effects of changes in accounting
policies
Restated balance

15,883

15,883(1,316)(1,316)

5,730

5,730

20,297

20,297

Noncontrollinginterests

Total net
assets7,919

584,287(229)(3,572)

7,689

580,714

Changes during period
Dividends of surplus(19,689)

Profit attributable to owners of parent

55,956

Purchase of treasury shares(10,002)

Disposal of treasury shares0

Net changes in items other thanshareholders’ equity(4,384)803(5,164)(8,745)

1(8,744)

Total changes during period(4,384)803(5,164)(8,745)

1

17,519Balance as of March 31, 2022

11,498(513)

565

11,551

7,690

598,23364

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: 30
Names of major consolidated subsidiaries:
Yamato Transport Co., Ltd.

Okinawa Yamato Transport Co.,Ltd.

YAMATO TRANSPORT U.S.A.,
INC.

YAMATO ASIA PTE. LTD.

YAMATO INVESTMENT (HONG
KONG) LIMITEDYAMATO BOX CHARTER CO.,LTD

Yamato System Development
Co., Ltd.

Yamato Autoworks Co., Ltd.

Effective from the beginning of the fiscal year under review, Yamato Global Express Co., Ltd., Yamato
Logistics Co., Ltd., Yamato Global Logistics Japan Co., Ltd., Yamato Packing Service Co., Ltd., Yamato
Packing Technology Institute Co., Ltd., Yamato Financial Co., Ltd. and Yamato Management Service Co., Ltd.
are excluded from the scope of consolidation given that they have ceased to exist as a result of anabsorption-type merger in which Yamato Transport Co., Ltd. is the surviving company. In addition, YAMATO(CHINA) CO., LTD. and Yamato Home Convenience Co., Ltd. have also been excluded from the scope of
consolidation due to the conclusion of their liquidation and the partial transfer of their shares.

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 not exert asignificant influence on the consolidated financial statements.
(3) Application of Equity Method
1) Number of Affiliates Accounted for Using Equity Method: 22
Names of major equity method affiliates:
Packcity Japan Co., Ltd.

GDEX BHD.

Yamato Home Convenience Co., Ltd. Yamato Lease Co., Ltd.

Effective from the beginning of the fiscal year under review, Yamato Home Convenience Co., Ltd.
is excluded from the scope of consolidation and included in the scope of the equity method due tothe partial transfer of shares. SCG YAMATO EXPRESS CO., LTD. andGUANGZHOU WISEPOWER TRANSPORTATION & DISTRIBUTION GROUP CO., LTD. are
excluded from the scope of the equity method due to the sale of such equity holdings.
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., certain other nonconsolidated subsidiaries and YAMATO UNYU (THAILAND) CO., LTD. and certain other affiliatedcompanies 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 the immateriality of their profit (the amount corresponding to theownership held by the Company), retained earnings (the amount corresponding to the ownership
held by the Company) and other financial results.

653) Special Note on the Application of Equity Method
The fiscal year-end dates of certain entities accounted for using the equity method differ from theconsolidated fiscal year-end date, and accordingly the financial statements have been prepared on
the basis of the financial statements and provisional financial results for the respective fiscal yearsof each of those entities.
(4) Closing Date of Consolidated Subsidiaries
Of consolidated subsidiaries, YAMATO TRANSPORT U.S.A., INC. and nine other 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, the consolidated
figures have been adjusted as required to reflect significant transactions occurring between
December 31, 2021, and March 31, 2022, which is the consolidated closing date.
(5) Accounting Policies
1) Valuation Basis and Methods for Securities
Available-for-sale securities
Other than stocks and other securities with no market priceStated at the fair market value based on the quoted market price(valuation differences are recognized in net assets; the cost of securities sold is themoving-average method)
Stocks and other securities with no market priceStated at the cost by moving-average method
Investments in the limited partnership for investment partnerships and similar partnerships(Securities deemed to be securities pursuant to Article 2, Paragraph 2 of the Financial
Instruments and Exchange Act)The net amount of the Company’s interest in the partnership based on the most recent
financial statements available, according to the reporting date stipulated in the partnershipagreement.
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, book value
is written down based on the decreased profitability)3) Depreciation and Amortization Methods of Non-current Assets
Property, plant and equipment:
Straight-line method(excluding leased assets)
Intangible assets:(excluding leased assets)

Straight-line method
However, software is amortized by the straight-line
method over the estimated useful life (five years).

Leased assets:

Straight-line method where the useful life of leased
assets shall be equal to the lease period and theirresidual value shall be zero.

4) Accounting Method for Provision
Allowance for doubtful accounts
The allowance for doubtful accounts is provided to prepare for losses 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.

66

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 in determining
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 which a
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 service of theeligible 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) Accounting Method for Revenues and Costs
Revenue from contracts with customers
The following is a summary of the principal performance obligations in the Company’s and its
consolidated subsidiaries’ principal businesses relating to revenues from contracts withcustomers and the normal time at which such performance obligations are satisfied (thenormal time for recognizing revenues).
i. Retail Business Unit
The Retail Business Unit provides small parcel delivery services such as TA-Q-BIN for
consumers and small to medium-sized corporations. In this transportation service, basedon contracts with customers, the Company provides pickup and delivery services at therequest of customers, and revenues from these services are recognized in proportion to
the fulfillment of performance obligations measured by the progress of deliveries, sinceother companies are not required to re-perform the transportation process that has alreadybeen executed even if the delivery to the designated destination cannot be completed.
ii. Corporate Business Unit
In addition to the same transportation services as the Retail Business Unit, the Corporate
Business Unit provides logistics support services, such as cargo storage and logistics
services for inbound and outbound shipments, in order to provide value to the entire
supply chain of its customers. The Company provides logistics support services, which
include the collection, storage, packing, and delivery of cargo based on contracts withcustomers, and recognizes each contractually agreed-upon process as a performanceobligation. The Company recognizes revenue for each process under the contract as thefulfillment of the performance obligation, which is measured by the progress of the work,as the customer receives the economic benefit of the work as it progresses.
2. Changes in Accounting Policies(Application of Accounting Standard for Revenue Recognition, Etc.)
The Company has applied the “Accounting Standard for Revenue Recognition” (ASBJ Statement No. 29,
March 31, 2020) and relevant ASBJ regulations from the beginning of the fiscal year under review, and it
has recognized revenue at the time the control of promised goods or services is transferred to thecustomer at the amount expected to be received upon exchange of said goods or services. As such,whereas revenue derived from certain business transactions including transportation income involving
the Yamato Group’s mainstay service, TA-Q-BIN, was previously recognized when parcels, etc. wereconsigned to TA-Q-BIN, the Company will now recognize such revenue upon fulfillment of performanceobligations.

67

The application of the Accounting Standard for Revenue Recognition and relevant ASBJ regulations issubject to the transitional treatment provided for in the proviso to paragraph 84 of the AccountingStandard for Revenue Recognition. The cumulative effect of the retrospective application, assuming the
new accounting policy had been applied to periods prior to the beginning of the fiscal year under review,
was added to or deducted from the opening balance of retained earnings as of the beginning of the fiscal
year under review, and thus the new accounting policy was applied from such opening balance. However,by applying the method set forth in item (1) of the supplementary provisions of paragraph 86 of the
Accounting Standard for Revenue Recognition, modifications to contracts carried out prior to thebeginning of the fiscal year under review were accounted for based on the contractual terms after all
contract modifications were reflected. Consequently, this cumulative effect was added to or deductedfrom the opening balance of retained earnings as of the beginning of the fiscal year under review.
In addition, “Notes and accounts receivable - trade,” which was included in “Current assets” in the
consolidated balance sheets for the previous fiscal year, is included in “Notes and accounts receivable trade and contract assets” from the fiscal year under review.
As a result of this change, comparing with before application of Accounting Standard for Revenue
Recognition, etc., operating revenue decreased by 2,081 million yen, and operating costs decreased by
1,997 million yen, while operating profit, ordinary profit and profit before income taxes each decreased by
84 million yen. In addition, retained earnings as of the beginning of the fiscal year under review
decreased by 3,343 million yen.
The impact on per share information is described in “10. Per share information” of the Notes toConsolidated Financial Statements.
(Application of Accounting Standard for Fair Value Measurement)
The Company has applied the “Accounting Standard for Fair Value Measurement” (ASBJ Statement No.
30, July 4, 2019) and relevant ASBJ regulations from the beginning of the fiscal year under review. In the
future, the Company will furthermore apply the new accounting policy stipulated by the AccountingStandard for Fair Value Measurement and relevant ASBJ regulations subject to the transitional treatment
provided for in paragraph 19 of the Accounting Standard for Fair Value Measurement and paragraph 44-2of the “Accounting Standard for Financial Instruments” (ASBJ Statement No. 10, July 4, 2019). In
addition, this application has no impact on the consolidated financial statements.
In addition, in “8. Notes to Financial Instruments,” the Company has decided to provide notes on the
breakdown of the fair value of financial instruments by level and other items.
(Changes in accounting policies which are difficult to distinguish from changes in accounting
estimates and changes in accounting estimates)(Changes in depreciation method for property, plant and equipment and changes in useful life)
Effective from the beginning of the fiscal year under review, the Company and its domestic consolidated
subsidiaries have changed to the straight-line method as their depreciation method for property, plant andequipment (excluding leased assets) from the declining-balance method previously. (However, thestraight-line method has been adopted for buildings acquired on or after April 1, 1998 [excluding facilities
attached to buildings] and for facilities attached to buildings and structures acquired on or after April 1,
2016.) Overseas consolidated subsidiaries have been using the straight-line method thus far.
Based on its medium-term management plan, “One Yamato 2023,” the Yamato Group has transitioned to
its “One Yamato” management structure, which has involved transforming to a fully optimizedorganization structured according to customer segments and further accelerating management. To suchends, Yamato Transport Co., Ltd. carried out absorption-type mergers and absorption-type company
splits involving seven Group companies on April 2021. In so doing, we were able to review our use ofproperty, plant and equipment in Japan.
We consequently changed to the straight-line method upon having deemed that the straight-line methodof allocating costs more rationally reflects actual use of assets given that we expect our asset use inJapan to remain consistent. In addition, the Company and its domestic consolidated subsidiaries
conducted surveys on actual use of property, plant and equipment on the occasion of reviewing changes
to the depreciation method of property, plant and equipment. Effective from the beginning the fiscal year68

under review, they consequently revised useful life figures of some vehicles based on more realistic,
economically feasible forecast periods. This change will apply into the future.
As a result, operating profit, ordinary profit, and profit before income taxes for the fiscal year under review
are each 13,075 million yen more than would have been the case using the previous method.
3. Accounting Estimates(Impairment of non-current assets)(1) The amount recognized in the consolidated financial statements for the fiscal year underreview
The following is a list of items that have been recognized in the consolidated financial statements for the
fiscal year under review based on accounting estimates and that may have a material effect on the
consolidated financial statements for the following fiscal year.
Property, plant and equipment:

429,878 million yen

Intangible assets:

45,646 million yen(2) Information on significant accounting estimates for identified items
When there is an indication that an asset may be impaired, the Company assesses whether impairment
is necessary based on the future cash flows of the asset. The cash flow generating unit, which is the unit
used to determine whether impairment is required, is the smallest unit of the asset group identified as
generating cash inflows that are generally independent of the cash inflows of other assets or asset
groups.
The criteria of the asset groups are the management accounting classification and the unit used forinvestment decision making, and the grouping of Yamato Transport Co., Ltd. was reviewed inconsideration of the management accounting classification and the unit used for investment decision
making, among others, in accordance with the transition to a new group management structure in thefiscal year under review, and the four Business Divisions of Retail, Corporate, Global SCM, and EC weregrouped as the smallest cash flow generating units, and assets associated with the four Functional
Divisions of Transportation, Digital, Platform, and Professional Services, as well as Corporate function,
were classified as common assets. The majority of the above property, plant and equipment andintangible assets are held by the Retail Business Unit, and the undiscounted future cash flows used indetermining the recognition of impairment losses on property, plant and equipment for this businesssegment are based on future business plans that include TA-Q-BIN unit prices and TA-Q-BIN volumes as
key assumptions. If these assumptions need to be revised due to uncertain future economic andbusiness conditions, it could have a material impact on the consolidated financial statements insubsequent periods.

4. Notes on Additional Information(Board Benefit Trust (BBT) performance-linked and share-based remuneration system)
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 performance andshare value, and ensuring that not only the benefit of the increase in share prices, but also the risk of thedecrease 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 and corporate value
over the medium to long term.

69(1) Overview of transactions
The System is a performance-linked and share-based remuneration system under which the Company’s
shares are acquired through a trust using money contributed by the Company as the source 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 inaccordance with the Regulations on Share-based Remuneration for Officers established by theCompany. The Officers shall receive the Company’s Shares, Etc. upon their retirement, in principle.

(2) Accounting procedures
Accounting for the trust shall be carried out in accordance with the “Practical Solution on Transactions ofDelivering 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, 2022.
(Revision of retirement benefit plan)
In April 2021, the Company resolved to revise its retirement benefit plan in terms of accordingly changing
benefit levels of the lump-sum benefit plan with July 2021 serving as the date of revision with respect to
its regulations and October 2021 serving as the date on which the regulations take effect and in terms ofcarrying out the transition of its corporate pension fund plan to a defined contribution pension plan fromthe defined-benefit corporate pension plan.
For the accounting treatment associated with the transition of the Plan, the Company has applied the“Accounting for Transfer between Retirement Benefit Plans” (ASBJ Guidance No. 1, December 16, 2016)
and the “Practical Solution on Accounting for Transfer between Retirement Benefit Plans” (ASBJ PITF
No. 2, February 7, 2007).
As a result, with respect to past service costs incurred due to changes made to benefit levels of the lumpsum benefit plan, the Company recorded a loss on the revision of the retirement benefit plan of 14,999
million yen under extraordinary losses for the fiscal year under review. Furthermore, with respect to gains
and losses arising from the transition of the corporate pension fund plan to a defined contribution pension
plan from the defined-benefit corporate pension plan, the Company recorded a gain on the transition of
the retirement benefit plan of 1,419 million yen under extraordinary income.

5. Notes to the Consolidated Balance Sheet(1) Receivables, contract assets and contract liabilities arising from contracts with customers
1) Amounts of notes receivable - trade, accounts receivable -trade and contract assets arising fromcontracts with customers
Notes receivable - trade

1,242 million yen

Accounts receivable - trade186,762 million yen

Contract assets

4,688 million yen

2) Amount of contract liabilities included in other current liabilities
Contract liabilities

12,887 million yen

70(2) Accumulated depreciation of property, plant and equipment:

504,159 million yen(3) Balance of liabilities on guarantee
Guarantee of obligation for debt financing:

32 million yen

6. Notes to the Consolidated Statement of Income(1) Revenue from contracts with customers
The Company does not separately present revenues from contracts with customers and other revenues.
The amount of revenue from contracts with customers is presented in “9. Revenue Recognition (1)Information on breakdown of revenue from contracts with customers” in the Notes to Consolidated
Financial Statements.
(2) Impairment loss
During the fiscal year under review, the Yamato Group posted an impairment loss on the following asset
group.
Use of asset

Branch and distribution
center and otherType of asset

SoftwareVehicles, otherRegionYamato Home Convenience
Co., Ltd.
Seven premises including
Head Office (Chuo-ku, Tokyo)
and Tokyo Management
Branch (Suginami-ku, Tokyo)
One other premises(Millions of yen)
Impairment loss

2,420

The Yamato Group sets the criteria of the management accounting classification and the unit used forinvestment decision making, and the grouping of Yamato Transport Co., Ltd. was reviewed inconsideration of the management accounting classification and the unit used for investment decision
making, among others, in accordance with the transition to a new group management structure in thefiscal year under review and the four Business Divisions of Retail, Corporate, Global SCM, and EC weregrouped as the smallest cash flow generating units, and assets associated with the four Functional
Divisions of Transportation, Digital, Platform, and Professional Services, as well as Corporate function,
were classified as common assets.
During the fiscal year under review, the Group recognized no future usage and a continuous decrease inprofit and loss arising from operating activities or significant declines in market prices for the asset groupconsisting of Head Office of Yamato Home Convenience Co., Ltd., Tokyo Management Branch and 6other premises, and it decreased the book value of the relevant asset group to the recoverable value andposted the relevant decrease of 2,420 million yen to extraordinary losses as an impairment loss.
A main breakdown of this decrease shows that 1,275 million yen was attributable to software, 674 million
yen was attributable to other intangible assets and 400 million yen was attributable to vehicles.
If the recoverable value of such asset group is calculated based on value in use, the amount is valued bydiscounting future cash flows with a discount ratio of 5.23%. Where the recoverable value is calculated
based on net realizable value, idle assets are assumed to be zero, and assets other than idle assets arevalued based mainly on real estate appraisal standards, the assessed value of property tax or the posted
land price.

71

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

Common shares

388,575––

388,575

Total

388,575––

388,575

17,5504,533

022,084

17,5504,533

022,084

Issued shares

Treasury shares
Common shares(Note)
Total

Note: The number of treasury stock of common stock includes the Company’s shares held by the Board Benefit Trust(BBT) (483 thousand shares at the beginning of the fiscal year under review and 483 thousand shares at theend of the fiscal year under review).
The increase of 4,533 thousand shares of treasury shares of common shares is due to the purchase of 4,533
thousand treasury shares.
The decrease of 0 thousand shares of treasury shares of common shares is due to the decrease by the sale ofshares less than one unit.

(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 17, 2021
Board of Directors

Commonshares

11,14530

March 31, 2021

June 3, 2021

November 12, 2021
Board of Directors

Commonshares8,544

23

September 30, 2021

December 10,
2021

Note: 1.
2.

The total amount of dividends resolved by the Board of Directors on May 17, 2021, includes 14 million yenof dividends for the Company’s shares held by the Board Benefit Trust (BBT).
The total amount of dividends resolved by the Board of Directors on November 12, 2021, includes dividendsof 11 million yen for the Company’s shares 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

Dividend per
share

Millions of yen
May 17, 2022
Board ofDirectors

Commonshares8,440

Record date

Effective date on
and after

March 31, 2022

June 2, 2022

Yen

Retainedearnings

23

Note: The total amount of dividends resolved by the Board of Directors on May 17, 2022, includes dividends of 11
million yen for the Company’s shares held by the Board Benefit Trust (BBT).

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 and bondissuances 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 speculative transactions are undertaken.

72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 and controls cash
received, as well as outstanding receivables, for each period to identify the credit risk of eachtrading partner.
Regarding investment securities, the Yamato Group mainly holds shares of companies with which
the Group has business relationships or forms a capital alliance, and such shares involve the riskof 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 the Group’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, aswell as managing cash positions.
3) Supplemental remarks on the fair value of the financial instruments
Since variable factors are incorporated in the calculation of the market value of financial
instruments, the value may change due to the adoption of different assumptions, etc.
(2) Matters concerning fair value of financial instruments
The table below shows the amounts recorded on the consolidated balance sheet as of March 31,
2022, their fair values, and differences between them.
(Millions of yen)Amount on the
consolidated balance
sheet
Notes and accounts receivable - tradeand contract assets
Allowance for doubtful accounts

218,922

Allowance for doubtful accounts
Deferred installment income

Difference–(157)
218,765

Accounts receivable - installment

Fair value

218,777

48,05511–(936)[4,714]42,405

46,9554,550

21,562

21,562–

6,667

10,1273,459[15,000][15,000]–

Investment securities
Available-for-sale securities
Shares of subsidiaries andassociates
Short-term borrowings
Note:

1.
2.
3.
4.

Items recognized as liabilities are shown in square parentheses [ ] both under Amount on the consolidatedbalance sheet and Fair value.
Cash and deposits are omitted because they are settled in a short period of time and their fair value
approximates their book value.
Notes, accounts receivable - trade and contract assets are presented after deducting allowances for
doubtful accounts set up for notes, accounts receivable - trade and contract assets not payable in the shortterm.
Accounts receivable - installment is presented after deducting the relevant allowance for doubtful accounts
and deferred installment income.

73

5.

6.
7.

Stocks and other securities that have no market price are not included in investment securities. Suchfinancial instruments are unlisted equity and investments in capital, which amounted to 11,256 million yen in
the consolidated balance sheets.
Investments in partnerships and other similar entities that are recorded on the consolidated balance sheetsat a net amount equivalent to the Company’s ownership interest are not included in investment securities.
The amount of this investment in the consolidated balance sheet is 8,485 million yen.
Notes and accounts payable - trade are omitted because most of them are due within one year and their fairvalues are approximately equal to their book values.

(3) Matters concerning the breakdown of the fair value of financial instruments by level and otheritems
The fair value of financial instruments is classified into the following three levels based on theobservability and materiality of the inputs used to calculate fair value.
Level 1 fair value

Of the inputs related to the observable fair value calculation, the fair value iscalculated based on the market price of the asset or liability formed in theactive market.

Level 2 fair value

Of the inputs related to the observable fair value calculation, the fair value iscalculated based on inputs other than the inputs used in level 1.

Level 3 fair value

Fair value is calculated using inputs for calculating unobservable fair value

When multiple inputs that have a significant influence on the market value calculation are used, themarket value is classified into the lowest priority level in the market value calculation among the levels
to which those inputs belong.
1) Financial instruments carried on the consolidated balance sheet at fair value
Fair value (Millions of yen)

Item

Level 1

Level 2

Level 3

Total

Investment securities
Available-for-sale securities
StocksTotal assets

21,562––

21,562

21,562––

21,5622) Financial instruments other than those carried on the consolidated balance sheet at fair value
Fair value (Millions of yen)

Item

Level 1

Level 2

Level 3

Total

Notes and accounts receivable - trade and contract assets–

218,777–

218,777

Accounts receivable - installment–

46,955–

46,955

10,127––

10,127

10,127265,733–

275,860–

15,000–15,000–15,000–15,000Investment securities
Shares of subsidiaries and associates
StocksTotal assets
Short-term borrowings
Total liabilities

74

Note: Explanation of valuation techniques used and inputs related to the calculation of fair value
Investment securities
Listed stocks are valued using quoted market prices. Since listed stocks are traded in active markets, their fairvalue is classified as Level 1 fair value.
Notes and accounts receivable - trade and contract assets
The fair value of those assets is determined using the discounted present value method based on the amountof the receivable, the period to maturity and the interest rate that takes into account credit risk for each
receivable classified by certain time periods and is classified as Level 2 fair value.
Accounts receivable - installment
The fair value of accounts receivable - installment is determined using the discounted present value method
based on the amount of the receivable, the period to maturity and the interest rate that takes into account credit
risk for each receivable classified by certain time periods and is classified as Level 2 fair value.
Short-term borrowings
The fair value of short-term borrowings is determined using the discounted present value method based on the
total amount of principal and interest and an interest rate that takes into account the remaining term of the debt
and credit risk and is classified as Level 2 fair value.

9. Revenue Recognition(1) Information that breaks down revenue from contracts with customers(Millions of yen)
RetailBusiness Unit

Corporate
Business Unit

Other (Note 1)

1,144,359

598,306

50,967

1,793,632

Logistical support income

3,587

249,637–

253,225

Other

28,18333,022

171,975

233,181

1,176,130

880,966

222,9422,280,039

–

–

4,583

4,583

1,176,130

880,966

227,526

2,284,622(3,715)(42,690)(18,327)(64,733)

Operating revenue by segment

1,172,414

838,276

209,198

2,219,889

Inter-segment operating revenue or transfers(279,017)(26,090)(121,163)(426,271)

Operating revenue from customers

893,396

812,185

88,035

1,793,618

Transportation income

Revenue from contracts with customers
Other revenue (Note 2)
Total
Inter-segment operating revenue or transfers

Note:

1.
2.

Total

Other includes Yamato Home Convenience Co., Ltd. (lifestyle support services), Yamato System
Development Co., Ltd. (information systems development), and Yamato Autoworks Co., Ltd. (collective
vehicle management agent business for transportation companies).
Other revenue consists of transactions related to financial instruments included in the scope of ASBJ
Statement No. 10 “Accounting Standard for Financial Instruments,” such as installment sales.

(2) Information that provides a basis for understanding revenue from contracts with customers
The same information as in “1. Basis of Preparation of the Financial Statements, (5) Accounting
Policies, 6) Accounting Method for Revenues and Costs” in the Notes to Consolidated Financial
Statements has been omitted.
None of the contracts include significant financial elements or variable consideration, and thecontractual consideration for services is generally received within 30–70 days from the time ofrevenue recognition. The contractual consideration for transportation services provided to individual
customers in the Retail Business Unit is received at the time the shipment is accepted.

75

(3) Information about the relationship between the satisfaction of performance obligations undercontracts with customers and cash flows from such contracts, and the amount and timing ofrevenue expected to be recognized in subsequent periods from contracts with customers thatexisted at the end of the fiscal year under review
1) Balance of contract assets and liabilities, etc.
(Millions of yen)
Fiscal year ended
March 31, 2022
Receivables from contracts with customers (beginningbalance)
Receivables from contracts with customers (balanceat end of period)

178,323
188,004

Contract assets (beginning balance)

4,146

Contract assets (balance at end of period)

4,688

Contract liabilities (beginning balance)

11,444Contract liabilities (balance at end of period)

12,887

Contract assets are mainly recognized in TA-Q-BIN transactions and are recognized based on theestimated revenue from the progress of deliveries up to the end of the fiscal year. Contract assets
are reclassified to receivables from contracts with customers when the subsidiary’s rights to theconsideration become unconditional.
Contract liabilities mainly relate to advances received from customers who have subscribed to the
Kuroneko Member Discount program for TA-Q-BIN transactions. Contract liabilities are reversed
upon the recognition of revenue.
Among the revenues recognized during the fiscal year under review, the amount included in thecontract liability balance at the beginning of the period was 9,558 million yen.
The amount of revenue recognized in the fiscal year under review from performance obligations
satisfied in prior periods was not material.
2) Transaction prices allocated to remaining performance obligations
The Company and its subsidiaries apply the practical expedient in noting transaction prices
allocated to the remaining performance obligations and do not include performance obligations
with original expected contractual terms of one year or less and performance obligations for which
the entity is entitled to receive consideration directly corresponding to the value to the customer ofthe portion of the obligation that has been performed by the entity to date. As a result, there are no
significant performance obligations that should be noted as the transaction price allocated to theremaining performance obligations.
The performance obligations with an initial expected term of one year or less mainly relate tocourier services such as TAK-Q-BIN in the Retail Business Unit.
In addition, there are no material amounts of consideration arising from contracts with customers
that are not included in the transaction price.

76

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

1,611.34 yen
151.03 yen

Note: 1.

The number of shares of common stock at the end of the fiscal year under review and theaverage number of shares of common stock during the fiscal year under review used for the
calculation of net assets per share and basic earnings per share are calculated by deducting
the number of shares held in the Company’s own name and the number of shares of theCompany’s stock held by the Board Benefit Trust (BBT) (483 thousand shares at the end of the
fiscal year under review and 483 thousand shares in the average number of shares during the
fiscal year under review).
2. As stated in “2. Changes in Accounting Policies,” the Company has adopted the “AccountingStandard for Revenue Recognition” (ASBJ Statement No. 29, March 31, 2020) and otherrelated accounting standards and has followed the transitional treatment prescribed in theproviso to Article 84 of the “Accounting Standard for Revenue Recognition.” As a result, net
assets per share for the fiscal year under review decreased by 9.22 yen. The effect of thischange on basic earnings per share is immaterial.

77Non-consolidated Balance Sheet(As of March 31, 2022)(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
48,98637,338
70
3,960
6,648
968

Current liabilities

354,176
8,787
0
1,156
571
6,536
476
45

Non-current liabilities

1,091
1,090
1

344,296
29,315
293,118
24,631
1,709(2,605)(1,874)403,163

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

Deferred tax liabilities
Provision for retirement benefits:
Other

Total liabilities
Net assets
Shareholders’ equity

89,620583
15,000391
72,690
4
950

2,946
2,506
118
321

92,566

Share capital
Capital surplus
Legal capital surplus
Other capital surplus
Retained earnings
Other retained earnings
General reserve
Retained earnings brought forward
Treasury shares

300,291
127,234
36,82236,822
0
185,785
185,785
138,965
46,819(49,551)

Valuation and translation adjustments

10,305

Valuation difference on available-for-salesecurities

10,305

Total net assets

310,596

Total liabilities and net assets

403,16378

Non-consolidated Statement of Income(From April 1, 2021 to March 31, 2022)(Millions of yen)
Operating revenue

48,010

Selling, general and administrative expenses

11,036

Operating profit

36,973Non-operating income
Interest and dividend income

1,465

Leasing income

1,521

Gain on investments in investment partnerships

4,368

Other revenue

506
7,862

Non-operating expenses
Interest expenses

43

Facility charges

1,521

Other

66
1,630

Ordinary profit

43,205Extraordinary income
Gain on sales of investment securities

9,873

Provision of allowance for doubtful accounts

496

Provision of allowance for investment loss

5

Other

12
10,387Extraordinary losses
Loss on valuation of investment securities

44

Loss on sales of shares of subsidiaries and associates

110

Provision of allowance for doubtful accounts

411

Loss on debt waiver

3,986

Other

150
4,703

Profit before income taxes

48,888

Income taxes-current

1,624

Income taxes-deferred

94
1,719

Profit47,16879

Non-consolidated Statement of Changes in Equity(From April 1, 2021 to March 31, 2022)(Millions of yen)
Shareholders’ equity
Capital surplus

Balance as of April 1, 2021

Share capital

Legal capitalsurplus

Other capitalsurplus

Total capitalsurplus127,234

36,822–36,822Retained earnings
Other retained earnings
Retainedearnings
General reserve
brought
forward138,965

19,340Changes during period
Dividends of surplus(19,689)

Profit47,168Purchase of treasury shares
Disposal of treasury shares
Net changes in items otherthan shareholders’ equity
Total changes during period–

Balance as of March 31, 2022

127,234

0

0

–

0

0

–

27,47836,822036,822

138,965

46,819(Millions of yen)
Shareholders’ equity

Balance as of April 1, 2021

Retainedearnings
Total retained
earnings

Treasury shares

Total
shareholders’equity158,306(39,549)

282,814

Valuation andtranslation
adjustments
Valuationdifference on
available-for-salesecurities
12,048

Total net assets

294,863

Changes during period
Dividends of surplus(19,689)(19,689)(19,689)

Profit47,16847,16847,168Purchase of treasury shares(10,002)(10,002)(10,002)

Disposal of treasury shares
Net changes in items otherthan shareholders’ equity
Total changes during period

0

0

0

27,478(10,002)

Balance as of March 31, 2022

185,785(49,551)80(1,743)(1,743)

17,476(1,743)

15,733

300,291

10,305

310,596

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
Other than stocks and other securities with no market priceStated at the fair market value based on the quoted market price(valuation differences are recognized in net assets; the cost of securities sold is themoving average method)
Stocks and other securities with no market priceStated at the cost by the moving-average method
Investments in the limited partnership for investment and similar partnerships(Securities deemed to be securities pursuant to Article 2, Paragraph 2 of the Financial
Instruments and Exchange Act)Net amount of the Company’s interest in the partnership based on the most recent
financial statements available according to the reporting date stipulated in the partnershipagreement
Shares of subsidiaries and associates
Stated at the cost by the moving-average method(2) Depreciation and Amortization Methods of Non-current Assets
Property, plant and equipment:

Straight line method

Intangible assets:

Straight line method, but software is amortized by thestraight line method over the estimated useful life (fiveyears)(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 theprospective uncollectible amount is provided.
Allowance for investment loss:
To prepare for a 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 the payment of bonuses to employees based on theamount expected to be paid.
Provision for retirement benefits:
To provide for employees’ retirement benefits, a provision for retirement benefits is recorded basedon the projected retirement benefit obligations and related pension assets as of the end of the
fiscal year ended March 31, 2022.

81

1)

2)

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

(4) Method of Accounting for Retirement Benefits
The method of accounting for unrecognized actuarial differences on retirement benefits is different to
the method in the consolidated financial statements.
(5) Accounting Method for Revenues and Costs
The Company mainly engages in executive management of its subsidiaries. Under the executive
management contracts, the Company provides management and planning guidance to its
subsidiaries. Since the economic benefits of these services are provided equally over the contract
period, the Company recognizes revenue as the performance obligations are satisfied, which ismeasured by the passage of time.

3. Changes in Accounting Policies(Application of Accounting Standard for Revenue Recognition, Etc.)
The Company has applied the “Accounting Standard for Revenue Recognition” (ASBJ Statement No. 29,
March 31, 2020) and relevant ASBJ regulations from the beginning of the fiscal year under review, and it
has recognized revenue at the time the control of promised goods or services are transferred to thecustomer at the amount expected to be received upon exchange of said goods or services.
This change has no impact on the financial statements.
(Application of Accounting Standard for Fair Value Measurement)
The Company has applied the “Accounting Standard for Fair Value Measurement” (ASBJ Statement No.
30, July 4, 2019) and relevant ASBJ regulations from the beginning of the fiscal year under review. In the
future, the Company will furthermore apply the new accounting policy stipulated by the AccountingStandard for Fair Value Measurement and relevant ASBJ regulations subject to the transitional treatment
provided for in paragraph 19 of the Accounting Standard for Fair Value Measurement and paragraph 44-2of the “Accounting Standard for Financial Instruments” (ASBJ Statement No. 10, July 4, 2019).
This change has no impact on the financial statements.
(Changes in accounting policies which are difficult to distinguish from changes in accounting
estimates and changes in accounting estimates)(Changes in depreciation method for property, plant and equipment and changes in useful life)
Effective from the beginning of the fiscal year under review, the Company has changed to the straight line
method as their depreciation method for property, plant and equipment (excluding leased assets) fromthe declining balance method previously. (However, the straight line method has been adopted forbuildings acquired on or after April 1, 1998 (excluding facilities attached to buildings) and for facilities
attached to buildings and structures acquired on or after April 1, 2016.)
Based on its medium-term management plan, “One Yamato 2023,” the Yamato Group has transitioned to
its “One Yamato” management structure, which has involved transforming to a fully optimizedorganization structured according to customer segments and further accelerating management. To suchends, Yamato Transport Co., Ltd. carried out absorption-type mergers and absorption-type company

82splits involving seven Group companies on April 2021. In so doing, we were able to review our use ofproperty, plant and equipment in Japan.
We consequently changed to the straight line method upon having deemed that the straight line methodof allocating costs more rationally reflects the actual use of assets given that we expect our asset use inJapan to remain consistent. In addition, the Company conducted surveys on the actual use of property,
plant and equipment on the occasion of reviewing changes to the depreciation method of property, plantand equipment. Effective from the beginning of the fiscal year under review, it consequently revised theuseful life figures of some vehicles based on more realistic, economically feasible forecast periods. Thischange will apply into the future.
As a result, operating profit, ordinary profit, and profit before income taxes for the fiscal year under review
are each 89 million yen more than would have been the case using the previous method.

4. Revenue Recognition
Information that forms the basis for understanding revenues from contracts with customers has been
omitted because the same information is presented in “2. Summary of Significant Accounting Policies (5)Accounting Method for Revenues and Costs” in the Notes to the Non-consolidated Financial Statements.
For all services, the consideration for transactions does not include significant financial elements orvariable consideration, and the consideration for transactions with subsidiaries is received primarily at theend of each quarter.

5. Accounting Estimates(Valuation of shares of subsidiaries and associates)(1) The amount recognized in the non-consolidated financial statements for the fiscal year underreview
The following is a list of items that have been recognized in the financial statements for the fiscal year
under review based on accounting estimates and that may have a material effect on the financial
statements for the following fiscal year.
Shares of subsidiaries and associates
Allowance for investment loss:

293,118 million yen(1,874) million yen(2) Information on significant accounting estimates for identified items
In principle, stocks of subsidiaries and affiliates are stated at the cost by the moving-average method.
In the event of a decline in the effective value, the Company determines whether or not to recognize awrite-down based on estimates of the business plans and other factors of the relevant company. In
determining whether or not to recognize a write-down, certain assumptions are made with respect tobusiness plans and other estimates. These assumptions are subject to uncertain future economic andbusiness conditions, which may have a material impact on the financial statements for the next andsubsequent periods.
6. Additional Information(The “Board Benefit Trust (BBT),” a performance-linked stock compensation plan)
The Company has established the “Board Benefit Trust (BBT),” a performance-linked stockcompensation plan, in order to clarify the linkage between the compensation of directors (excluding
outside directors) and executive officers who do not concurrently serve as directors (“Officers”) and theCompany’s business performance and stock value and also having the Officers share not only thebenefits of higher stock prices but also the risks of lower stock prices with shareholders, thereby raising83

awareness of contributing to improving the Company’s medium- to long-term business performance andincreasing its corporate value.
The outline of this plan is described in “4. Additional Information” on the Notes to Consolidated Financial
Statements and thus omitted.
7. Notes to the Non-consolidated Balance Sheet(1) Accumulated depreciation of property, plant and equipment:
747 million yen(2) Balance of liabilities on guarantee
1) Joint and several guarantee based on clearing agreements with other transportation companies:
300 million yen
2) Guarantee of obligation for debt financing:
304 million yen(3) Monetary receivables from, and monetary payables to, subsidiaries and associates
Short-term monetary receivables:
4,378 million yen
Long-term monetary receivables:
23,328 million yen
Short-term monetary payables:
73,037 million yen
8. Notes to the Non-consolidated Statement of Income
Transaction with subsidiaries and associates:
Operating revenue
Operating expenses
Non-operating transactions

47,873 million yen
3,678 million yen
2,217 million yen

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

Number of increased
shares in fiscal year
under review

17,550

4,533

Number of decreased
shares in fiscal year
under review

Number of shares as ofend of fiscal year underreview

0

22,084

Note: The number of treasury stock of common stock includes the Company’s shares held by the Board Benefit Trust(BBT) (483 thousand shares at the beginning of the fiscal year under review and 483 thousand shares at the end of
the fiscal year under review).
The increase of 4,533 thousand shares of treasury shares of common shares is mainly due to the purchase of
4,533 thousand treasury shares.
The decrease of 0 thousand shares of treasury shares of common shares is due to the decrease by the sale ofshares less than one unit.

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

1

Accrued enterprise tax

43

Provision for retirement benefits:

36

Loss on valuation of investment securities

797

Shares of subsidiaries and associates

59,894

Other

1,593
Subtotal

Allowance for devaluation

62,367(62,367)

Total–

Deferred tax liabilities
Valuation difference on available-for-sale securities(2,313)

Other

(192)
Total

Net deferred tax assets (liabilities)(2,506)(2,506)85

11. Notes to Dealings with Related Parties
Subsidiaries, Etc.
StatusCompany

Location(Millions of yen)
CapitalMain businessHolding ofvoting rights

Relationship
Concurrent
positions held byofficers

Direct holdings
100.0%

Concurrently 2
persons

Direct holdings
100.0%

Concurrently 1
personDirect holdings
70.0%

None

Direct holdings
100.0%

Concurrently 1
personDirect holdings
49.0%

Concurrently 1
personSubsidiary

Yamato Transport
Co., Ltd.

Chuo-ku, Tokyo

50,000Home delivery
business forindividuals andsmall and mediumsized corporate
customers
Transportation
business for large
corporate
customers

Subsidiary

Yamato System
Development Co.,Ltd.

Koto-ku, Tokyo

1,800

Systemdevelopment

Subsidiary

Yamato Credit &Finance Co., Ltd.

Toshima-ku,
Tokyo

500

Chuo-ku, Tokyo30

Chuo-ku, Tokyo

100

Subsidiary
Affiliate

YamatoAutoworks Co.,Ltd.
Yamato Home
Convenience Co.,Ltd.

Installment credit
and financeservices
VehicleManagement
Service businessmoving andlifestyle support
services;(Millions of yen)
Status

Subsidiary

Company

YamatoTransport Co.,Ltd.

Subsidiary

Yamato System
Development
Co., Ltd.

Subsidiary

Yamato Credit &Finance Co., Ltd.

Relationship
Businessrelationships

Executive
management

Executive
management
Executive
management
Loans for funding

Subsidiary

YamatoAutoworks Co.,
Ltd.

Executive
management

Affiliate

Yamato Home
Convenience
Co., Ltd.

Loans for funding

Note:

Dealings
Receipt ofexecutive
management fee
Payment ofconsignment
service fee, etc.

DealingamountAccount item

Balance at
end of period

7,915

–

–

2,660

Trade accounts
payable244

Leasing income

1,520

Other current
assets190

Funding
Payment ofinterest
Sale of software
Funding
Payment ofinterest
Loans for working
capitalRepayment ofworking capital
Receipt ofinterest(90,053)

Deposits
received

33,582

Funding
Payment ofinterest
Loans for working
capitalReceipt ofinterest
Loan forgiveness

1
6,043
4,012
0
5,300
3,081
21
2,207
0

–
Deposits
received
Short-term loans
receivable
Long-term loans
receivable
Deposits
received–
23,5493,052
18,088

8,520

3,986
21

–

–

24,793

Trade terms and decision policy of the dealing(1) The executive management fee and the consignment service fee are determined reasonably through mutual
consultation, considering the business contents, etc.
(2) Leasing income is determined based on the prevailing market conditions.
(3) Interest on deposits received and loans receivable is determined based on market interest rates.
(4) The amount of “Funding” records the net amount of increase or decrease during the period.
(5) The sale price of software to Yamato Transport Co., Ltd. is determined based on the book value.

86(6) The dealing amount of repayment of working capital to Yamato Credit & Finance Co., Ltd. records the net
amount of increase or decrease during the period.
(7) The dealing amount of working capital to Yamato Home Convenience Co., Ltd. records the net amount of
increase or decrease during the period.
(8) The entire amount of the loan to Yamato Home Convenience Co. was forgiven in the fiscal year under review.
(9) To prepare for the loss of business in subsidiaries, an allowance for doubtful accounts of 411 million yen forloans receivable was recorded in the fiscal year under review. The balance of allowance for doubtful accounts
was 2,605 million yen.

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

847.49 yen
127.32 yen

Note: 1.

The number of shares of common stock at the end of the fiscal year under review and theaverage number of shares of common stock during the fiscal year under review used for the
calculation of net assets per share and basic earnings per share are calculated by deducting
the number of shares held in the Company’s own name and the number of shares of theCompany’s stock held by the Board Benefit Trust (BBT) (483 thousand shares at the end of the
fiscal year under review and 483 thousand shares in the average number of shares during the
fiscal year under review).
2. As stated in “3. Changes in Accounting Policies,” the Company has adopted the “AccountingStandard for Revenue Recognition” (ASBJ Statement No. 29, March 31, 2020) and otherrelated accounting standards and has followed the transitional treatment prescribed in theproviso to Article 84 of the “Accounting Standard for Revenue Recognition.” There is no impact
on net assets per share and basic earnings per share for the fiscal year under review.

87

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

INDEPENDENT AUDITOR’S REPORTMay 12, 2022

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

CPA

Yoshihiro Ishida

CPA

Shinji Seki

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, 2022 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, 2021 to March 31, 2022, and the Notes 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, 2022, 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 Auditof the Consolidated Financial Statements section of our report. We are independent of the Company andits 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 inaccordance with these requirements. We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our audit opinion.
Emphasis of Matter
As stated in changes in accounting policies that are difficult to distinguish from changes in accounting
estimates and changes in accounting estimates, the Company and its domestic consolidated
subsidiaries previously adopted the declining-balance method for depreciation of property, plant and88equipment (excluding lease assets) while the straight-line method was adopted for buildings acquired on
or after April 1, 1998 (excluding facilities attached to buildings) and for facilities attached to buildings andstructures acquired on or after April 1, 2016. However, the Company has changed to the straight-line
method from the fiscal year ended March 31, 2022. Additionally, the useful lives of some vehicles havebeen changed to more reasonably reflect their actual conditions of use.
This matter does not have any impact on our opinion.
Other Information
The other information comprises the business report and its supplemental schedules. Management is
responsible for the preparation and disclosure of the other information. Audit & Supervisory Board
Members and the Audit & Supervisory Board are responsible for overseeing the Directors’ execution of
their duties with regard to the design, implementation and maintenance of the reporting process for theother information.
The other information is not included in the scope of our opinion on the consolidated financial
statements, and we do not provide our opinion on the other information.
Our responsibility in auditing the consolidated financial statements is to read the other information and,in the course of reading, consider whether the other information is materially inconsistent with theconsolidated financial statements or our knowledge obtained in the course of our audit, and pay attention
to whether there are any other signs of material errors in the other information in addition to suchmaterial inconsistency.
If, based on the work we have performed, we conclude that there is a material error in the otherinformation, we are required to report that fact.
We have nothing to report with respect to the other information.
Responsibilities of Management, Audit & Supervisory Board Members and the Audit & Supervisory
Board for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial
statements in accordance with accounting principles generally accepted in Japan, and for such internal
control as management determines is necessary to enable the preparation and fair presentation of
consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing whether it
is appropriate to prepare the consolidated financial statements with the assumption of a going concern,and in accordance 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 for overseeing
the Directors’ performance of duties within the maintenance and operation of the financial 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 to issue
an auditor’s report that expresses our opinion on the consolidated financial statements based on our
audit from an independent point of view. Misstatements can arise from fraud or error and are consideredmaterial if, individually or in the aggregate, they could reasonably be expected to influence the decisionsof 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 the following:
Identify and assess the risks of material misstatement, whether due to fraud or error, and design andperform audit procedures responsive to those risks. Selecting audit procedures to be applied is at
the discretion of the auditor. Obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion.
When auditing the consolidated financial statements, consider internal control relevant to the audit
in order to design audit procedures that are appropriate in the circumstances in making risk
assessments, but not for the purpose of expressing an opinion on the effectiveness of 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 the89assumption 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 theGroup’s ability to continue as a going concern. If we conclude that a material uncertainty exists, weare required to draw attention in our auditor’s report to the notes to the consolidated financial
statements or, if the notes to the consolidated financial statements on material uncertainty are
inadequate, to express a qualified opinion with exceptions on the consolidated financial statements.
Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the Group 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 acceptedin Japan, as well as evaluate the presentation, structure, and content of the consolidated 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 andits consolidated subsidiaries to express an opinion on the consolidated financial statements. We areresponsible for the direction, supervision and performance of the audit of the consolidated financial
statements. We remain solely responsible for our audit opinion.
We report to the Audit & Supervisory Board Members and the Audit & Supervisory Board regarding,among other matters, the planned scope and timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we identify during our audit process, and other mattersrequired 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.
Interest
Our firm and the engagement partners do not have any interest in the Company and its consolidated
subsidiaries for which disclosure is required under the provisions of the Certified Public Accountants Act.
End
The above represents a translation, for convenience only, of the original report issued in the Japanese
language.

90

(TRANSLATION)

Audit Report of Accounting Auditor on Non-consolidated Financial Statements

INDEPENDENT AUDITOR’S REPORTMay 12, 2022

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

CPA

Yoshihiro Ishida

CPA

Shinji Seki

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, 2022 of
Yamato Holdings Co., Ltd. (the “Company”), and the Non-consolidated Statement of Income and Nonconsolidated Statement of Changes in Equity for the 157th fiscal year from April 1, 2021 to March 31, 2022,
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, 2022, and the results of its operations forthe 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 Auditof the Financial Statements section of our report. We are independent of the Company in accordance withthe ethical requirements that are relevant to our audit of the Financial Statements in Japan, and we havefulfilled 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.
Other Information
The other information comprises the business report and its supplemental schedules. Management is
responsible for the preparation and disclosure of the other information. Audit & Supervisory Board
Members and the Audit & Supervisory Board are responsible for overseeing the Directors’ execution of
their duties with regard to the design, implementation and maintenance of the reporting process for theother information.
The other information is not included in the scope of our opinion on the non-consolidated financial
statements, and we do not provide our opinion on the other information.
Our responsibility in auditing the non-consolidated financial statements is to read the other information91

and, in the course of reading, consider whether the other information is materially inconsistent with the
non-consolidated financial statements or our knowledge obtained in the course of our audit, and pay
attention to whether there are any other signs of material errors in the other information in addition tosuch material inconsistency.
If, based on the work we have performed, we conclude that there is a material error in the otherinformation, we are required to report that fact.
We have nothing to report with respect to the other information.
Responsibilities of Management, Audit & Supervisory Board Members and the Audit & Supervisory Boardfor 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 as
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 is appropriate
to prepare the Financial Statements with the assumption of a going concern, and in accordance withaccounting 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 for overseeing
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’s reportthat expresses our opinion on the Financial Statements based on our audit from an independent point ofview. Misstatements can arise from fraud or error and are considered material if, individually or in theaggregate, 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, and design andperform audit procedures responsive to those risks. Selecting audit procedures to be applied is at
the discretion of the auditor. Obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion.
When auditing the Financial Statements, consider internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances in making risk assessments, but
not for the purpose of expressing an opinion on the effectiveness of 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 of agoing concern by management, and based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast significant doubt on the Group’s
ability to continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the notes to the Financial Statements or, if thenotes to the Financial Statements on material uncertainty are inadequate, to express a qualified
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 or conditions 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 the related
notes thereto, and whether the Financial Statements fairly present the underlying transactions andaccounting events.
We report to the Audit & Supervisory Board Members and the Audit & Supervisory Board regarding, among
other matters, the planned scope and timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during our audit process, and other mattersrequired by auditing standards.

92

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 bearon our independence, and where applicable, related safeguards in order to eliminate or reduce obstruction
factors.
Interest
Our firm and the engagement partners do not have any interest in the Company for which disclosure isrequired under the provisions of the Certified Public Accountants Act.
End

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

93

(TRANSLATION)

Audit Report of the Audit & Supervisory Board

AUDIT REPORTRegarding the performance of duties by the Directors for the 157th business year from April 1, 2021 to March
31, 2022, the Audit & Supervisory Board hereby submits its audit report, which has been prepared throughdiscussions based on the audit report prepared by each Audit & Supervisory Board Member.
1. Auditing Methods Employed by the Audit & Supervisory Board Members and Audit & Supervisory Board
and Details of Such Methods(1)

The Audit & Supervisory Board established auditing policies, allocation of duties, and other relevant
matters, and received reports from Audit & Supervisory Board Members regarding their audits and results
thereof, as well as received reports from the Directors, other relevant personnel, and Accounting 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 ofduties, and other relevant matters, communicated with the Directors, the internal audit division, other
employees, and any other relevant personnel, and made efforts to optimize the environment for
information collection and audit. We have executed the audit based on the following methods.
1) Each Audit & Supervisory Board Member participated in the Board of Directors Meetings andother important meetings, received reports from the Directors, employees, and other relevant
personnel regarding performance of their duties, sought explanations as necessary, examined
important authorized documents and associated information, and studied the operations andfinancial positions. With respect to subsidiaries, we communicated and exchanged information with
Directors, Audit & Supervisory Board Members, and other relevant personnel of the subsidiaries,
and received business reports from subsidiaries as necessary.
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 theCompanies 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, but also
ensures the propriety of the work activities of the corporate group consisting of the Company andits subsidiaries. We also received periodic reports from Directors and employees, sought
explanations and expressed an opinion as necessary on the status of development and operationof the system (internal control system) put in place in accordance with the aforesaid resolution.
3) Furthermore, we monitored and verified whether the Accounting Auditors maintained their
independence and implemented appropriate audits, and we received reports from the Accounting
Auditors regarding the performance of their duties and sought explanations as necessary. In
addition, we received notice from the Accounting Auditors that “the system for ensuring 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 of 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, and Notes to theConsolidated Financial Statements) related to the relevant business year.
2. Audit Results

94

(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 to remark
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 13, 2022
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

95

Yoshihiro Kawasaki(seal)

Mamoru Matsuno(seal)

Takashi Yamashita(seal)

Ryuji Matsuda(seal)

Yoshihide
Shimoyama(seal)

Access to the Venue
Date and time:
Meeting venue:

TEL:

Thursday, June 23, 2022, 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 211, Ginza 8-chome, Chuo-ku, Tokyo
03-3541-4141

JR Line:From Shimbashi Station (Shiodome Exit or Karasumori Exit)15 minute walkToei Asakusa Line
From the Exit for JR Shimbashi Station and Shiodome district15 minute walkTokyo Metro Ginza Line
From Shimbashi Station (Exit 4)

15 minute walkToei Oedo Line
From the Exit for JR Shimbashi Station*

10 minute walk

Vehicle parking will not be available at the meeting venue.

● In order to prevent the spread of COVID-19 infection, shareholders are urged to refrain fromcoming to the venue on the date of the meeting, and encouraged to exercise your voting rights
prior to the meeting by means such as mail or the Internet, 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
are present, the Company may limit the number of shareholders admitted to enter the venue.
● 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 thismethod. For details regarding how to view the livestream, etc., please refer to page 5 of thisnotice.
● If future developments such as the situation regarding the spread of COVID-19 andannouncements by the government ahead of the General Meeting of Shareholders necessitatea major change in the holding of the meeting or in the way the meeting will be run, theCompany will revise the information at its website below as needed.
https://www.yamato-hd.co.jp/investors/stock/meeting/96