The following is an English translation of the Notice of the 158th 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, 2023
Start date of measures for electronic provision: May 31, 2023

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

Notice of the 158th Ordinary General Meeting of Shareholders
We are pleased to announce that the 158th Ordinary General Meeting of Shareholders of
Yamato Holdings Co., Ltd. (hereinafter “the Company”) will be held as described below.
When convening this general meeting of shareholders, the Company takes measures forproviding information that constitutes the content of reference documents for the general
meeting of shareholders, etc. (matters for which measures for providing information inelectronic format are to be taken) in electronic format, and posts this information on each of
the websites below. Please access any of the websites by using the internet address shown
below to review the information.
[The Company’s website]
http://www.yamato-hd.co.jp/(From the above website, select “Investor Relations,” “Stock and Other Information,” and“General Meeting of Shareholders.”)[Website for posting materials for the General Meeting of Shareholders]
https://d.sokai.jp/9064/teiji/[Tokyo Stock Exchange website (TSE Listed Company Search)]https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show(Access the TSE website by using the internet address shown above, enter “Yamato
Holdings” in “Issue name (company name)” or the Company’s securities code “9064” in“Code,” and click “Search.” Then, click “Basic information” and select “Documents for public
inspection/PR information.” Under “Filed information available for public inspection,” click“Click here for access” under “[Notice of General Shareholders Meeting /Informational
Materials for a General Shareholders Meeting].”)
You can exercise your voting rights in advance in writing or via electromagnetic means (theInternet, etc.). If you do not attend the meeting in person, please review the below“Reference Documents for the General Meeting of Shareholders” and exercise your voting
rights by 5:00 p.m., Thursday, June 22, 2023 (JST).

1

When exercising
voting rights by mailPlease indicate your vote “for” or “against” each of theitems on the enclosed Voting Rights Exercise Form, andreturn the form to the Company by 5:00 p.m., Thursday,June 22, 2023 (JST).

When exercising
voting rights via theInternet

Please review the “Exercise of Voting Rights via theInternet” on page 5 and enter your vote for each of theitems by 5:00 p.m., Thursday, June 22, 2023 (JST).

When exercising
voting rights byattending the meetingin person

Please bring the enclosed Voting Rights Exercise Formand present the form to the person at reception.

2

The 158th Ordinary General Meeting of Shareholders
1. Date and Time:

Friday, June 23, 2023, 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

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 158th Fiscal Year (from April 1, 2022 to March
31, 2023)
2.

Report of the Non-consolidated Financial Statements for the 158th
Fiscal Year (from April 1, 2022 to March 31, 2023)

Matters to be resolved:
Agenda Item 1.
Election of Eight (8) Directors
Agenda Item 2.
Election of One (1) Audit & Supervisory Board Member
4. Items Decided for the Convocation of Meeting(1) Treatment of cases when there is no indication of a vote for or against
In the event that there is no indication of a vote for or against a proposal when voting
rights are exercised in writing (by mail), it shall be treated as an indication of a votefor the proposal.
(2) 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.
◎

If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions andthe details of the matters before and after the revisions will be posted on each of the aforementioned
websites.

◎

The Company shall send paper-based documents that include the matters subject to measures forelectronic provision to shareholders who have requested the delivery of paper-based documents. In
accordance with the provisions of laws and regulations and Article 15 of the Articles of Incorporation of
the Company, however, the following matters shall be excluded from these documents.
(i)“Notes to Consolidated Financial Statements” in Consolidated Financial Statements(ii)“Notes to Non-consolidated Financial Statements” in Non-consolidated Financial Statements

Accordingly, the Business Report, Consolidated Financial Statements, and Non-consolidated Financial
Statements included in these documents constitute part of the documents audited by the Accounting
Auditor and the Audit & Supervisory Board Members when preparing the accounting audit report andaudit report, respectively.

3◎

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/

4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(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.

5

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

Friday, June 23, 2023, 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 in person,
footage to be broadcast will be limited to the area where the seats for chairperson
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 158th 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 shown on the “Notice Regarding the Livestreaming of the 158th 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 their personal 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 be able to voice questions,etc. at the meeting. Also, because shareholders viewing the livestream
broadcast will not be able to exercise their voting rights on the day likeshareholders who attend the meeting are able to, the Company asks thoseshareholders 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 5 p.m. (JST)on weekdays

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

Election of Eight (8) 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 eight (8) 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

Attributes of Candidate

Current Position(at the closeat the Companyof thisGeneralMeeting):

1

Yutaka Nagao

Reelection

Male

Representative Director,
Executive Officer and President

6 years2

Toshizo Kurisu

Reelection

Male

Representative Director,
Executive Officer and Vice
President

1 year3

Yasuharu Kosuge

Reelection

Male

Representative Director,
Executive Officer and Vice
President

1 yearReelection

OutsideDirector

6 years

Independent

FemaleReelection

OutsideDirector

5 years

Independent

Male

Reelection

Outside4 years

Independent

Male

DirectorReelection

OutsideDirector

3 years

Director

1 year4

Mariko Tokuno

5

Yoichi Kobayashi

6

Shiro Sugata

7

Noriyuki Kuga

8Charles Yin

Independent

Male

Reelection

OutsideIndependent

Male

Reelection

Candidates for Directors to be reelected

Independent

Independent officers

Outside7

Candidates for Outside Directors

Attendance
to theBoard ofDirectors
Meetings
18/18(100%)
14/14(100%)
14/14(100%)
18/18(100%)
18/18(100%)
18/18(100%)
18/18(100%)
14/14(100%)

[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
and evaluating from diverse perspectives, ability to grasp the essence of the issues facing theCompany, and capabilities that will enhance our management structure, nominations are decided
by the Board of Directors following deliberations on appointment and dismissal of Directors, Audit& Supervisory Board Members and Executive Officers by the Nomination and Compensation
Committee, which comprises a majority of Outside Directors, and obtaining the consent of the Audit& Supervisory Board for appointment of Audit & Supervisory Board Members.

8

No.

Name of Candidate(Date of Birth)

Brief Background, Position and Responsibility at the Company

Apr. 1988
Apr. 2004
Apr. 2006
Apr. 2009

Number of
Shares
Owned

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

Apr. 2010

Executive Officer and President of Kanto Regional
OfficeApr. 2013
Managing Executive Officer
Reelection
Apr. 2015
Executive Officer of the Company
Yutaka Nagao
Apr. 2015
Representative Director, Executive Officer and(Aug. 31, 1965)
President of Yamato Transport Co., Ltd.
Jun. 2017
Director and Executive Officer of the Company
Board tenure
Apr. 2019
Representative Director, Executive Officer and(at the close of thisPresident (current)
1 General Meeting):
Apr. 2021
Representative Director, Executive Officer and6 years
President of Yamato Transport Co., Ltd. (current)(Important Concurrent Positions at Other Organizations)
Attendance to theRepresentative Director, Executive Officer and President of Yamato
Board of Directors
Transport Co., Ltd.
Meetings
FY2023/3:[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. and has
led the enhancement of the management of the Group to promote
its growth. Accordingly, the Company proposes his reelection as
Director.

930,400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
Reelection
Toshizo Kurisu(Sep. 29, 1960)

Apr. 2019
Mar. 2020
Apr. 2021

Board tenure
Feb. 2022(at the close of this
General Meeting): Feb. 2022
1 year2

Attendance to theBoard of Directors
Meetings
FY2023/3:
14/14 (100%)

Feb. 2022
June 2022

Number of
Shares
Owned

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
Responsible for Finance, Public Relations andDigitalRepresentative Director, Executive Officer and Vice
President of Yamato Transport Co., Ltd. (current)
Representative Director, Executive Officer and Vice
President (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., and Executive Officer, Managing Executive
Officer, and Executive Officer and Vice President of the Company.
Since June 2022, he has been serving as Representative Director,
Executive Officer and Vice President of the Company. Accordingly, inorder to enhance the management of the Group and promote its
growth, the Company proposes his reelection as Director.

1035,410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. 2011
Reelection

Apr.
Apr.
Apr.
Apr.

2014
2016
2019
2019

Yasuharu
Kosuge(Jun. 21, 1961)
Board tenure(at the close of this Apr. 2021
General Meeting):
1 year
Feb. 2022
Feb. 2022
Attendance to theBoard of Directors
Feb. 2022
Meetings
3
FY2023/3:
14/14 (100%)
June 2022
June 2022

Number of
Shares
Owned

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
Responsible for Management Strategy and Human
Resources
Representative Director and Senior Managing
Executive Officer of Yamato Transport Co., Ltd.
Representative Director, Executive Officer and Vice
President of the Company (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]
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., and Managing Executive
Officer and Senior Managing Executive Officer of the Company.
Since June 2022, he has been serving as Representative Director,
Executive Officer and Vice President of the Company. Accordingly, inorder to enhance the management of the Group and promote its
growth, the Company proposes his reelection as Director.

11

6,800

No.

Name of Candidate(Date of Birth)

Brief Background, Position and Responsibility at the Company

Jan. 1994
Apr. 2002
Mar. 2004

Joined Louis Vuitton Japan KK
Senior Director for Sales Administration
Vice President of Tiffany & Co. Japan Inc.

Aug. 2010

Representative Director and President of ChristianDior Japan KK
Representative Director, President and CEO of
Ferragamo Japan KK
Director of the Company (current)

Sep. 2013
Jun. 2017
Reelection
OutsideIndependent
4

Number of
Shares
Owned(Important Concurrent Positions at Other Organizations)
Outside Director of HAPPINET CORPORATION (scheduled to retirein Jun. 2023)
Outside Director of Mitsubishi Materials Corporation
Outside Director of Shiseido Company, Limited[Reasons for nomination as a candidate for Outside Director andMariko Tokuno expected roles](Oct. 6, 1954) Mariko Tokuno possesses abundant experience and considerable
insight, particularly in the fields of marketing/sales and global
business, as a corporate manager. She has been utilizing thisBoard tenure(at the close of this insight to furnish advice on the Company’s general management
General Meeting): from a managerial standpoint in addition to the standpoint ofcustomers and employees, particularly regarding business6 years
execution, business strategy, and human resources strategy.
Attendance to the Accordingly, in order to further enhance our management structure,
Board of Directors the Company proposes her reelection as Outside Director.
Furthermore, if she is elected, the Company plans for her to
Meetings
contribute to selecting Company officer candidates and deciding
FY2023/3:
officer remuneration and other compensation as a member of the
18/18
Nomination and Compensation Committee, enlisting her position of(100%)
objectivity and neutrality.

12

5,800

No.

Name of Candidate(Date of Birth)

Brief Background, Position and Responsibility at the Company

Apr. 1973
Jun. 2004
Apr. 2006
Jun. 2006
Apr. 2008
Apr. 2011

Reelection
Outside5

Independent

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

Yoichi Kobayashi [Reasons for nomination as a candidate for Outside Director and(Jul. 21, 1949) expected roles]
Yoichi Kobayashi possesses abundant experience and considerable
Board tenure
insight, particularly in the fields of marketing/sales and global(at the close of this business, as a corporate manager. He has been utilizing this insightGeneral Meeting): to furnish advice on the Company’s general management from amanagerial standpoint, particularly regarding business execution,
5 yearsbusiness strategy, and investment resources strategy. Accordingly,
Attendance to the in order to further enhance our management structure, the Company
Board of Directors proposes his reelection as Outside Director. Furthermore, if he iselected, the Company plans for him to contribute to selecting
Meetings
Company officer candidates and deciding officer remuneration and
FY2023/3:
other compensation as a member of the Nomination and18/18 (100%)Compensation Committee, enlisting his position of objectivity andneutrality.

13

6,800

No.

Name of Candidate(Date of Birth)

Reelection
OutsideIndependent
6

Brief Background, Position and Responsibility at the Company

Apr. 1972
Jan. 1993

Joined USHIO INC.
President of BLV LICHT- UND VAKUUMTECHNIK
GmbH

Jun. 2000

Director and Corporate Senior Vice President of
USHIO INC.

Apr. 2004

Director and Corporate Executive Vice President

Jun. 2004

Representative Director and Corporate Executive
Vice President

Mar. 2005

President and CEO

Oct. 2014

Director and Corporate Advisor

Jun. 2016
Jul. 2017
Jun. 2019

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

Shiro Sugata [Reasons for nomination as a candidate for Outside Director and(Nov. 17, 1949) expected roles]
Board tenure
Shiro Sugata possesses abundant experience and considerable(at the close of this insight, particularly in the fields of marketing/sales,
General Meeting): IT/digital/technology and global business, as a corporate manager.
4 years
He has been utilizing this insight to furnish advice on the Company’s
general management from a managerial standpoint, particularly
Attendance to the regarding business execution, business strategy, increasing
Board of Directors productivity, and cost structure reform. Accordingly, in order tofurther enhance our management structure, the Company proposes
Meetings
his reelection as Outside Director.
FY2023/3:
18/18 (100%)
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.

14

Number of
Shares
Owned

0

No.

Name of Candidate(Date of Birth)

Brief Background, Position and Responsibility at the Company

Apr. 1979
Apr. 2002
Oct. 2004
Oct. 2006
Jun. 2007
Jun. 2011
Reelection
Outside7

Independent

Jun. 2016
Jun. 2020

Number of
Shares
Owned

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

Noriyuki Kuga [Reasons for nomination as a candidate for Outside Director and(Aug. 25, 1955) expected roles]
Board tenure
Noriyuki Kuga possesses abundant experience and considerable(at the close of this insight, particularly in the fields of personnel/labor management,
General Meeting): finance/accounting and global business as a corporate manager. He
3 years
has been utilizing this insight to furnish advice on the Company’s
general management from a managerial standpoint, particularly
Attendance to the regarding business execution, financial strategy, and corporate
Board of Directors governance. Accordingly, in order to further enhance ourmanagement structure, the Company proposes his reelection as
Meetings
Outside Director. Furthermore, if he is elected, the Company plans
FY2023/3:
for him to contribute to selecting Company officer candidates and18/18 (100%)
deciding officer remuneration and other compensation as a memberof the Nomination and Compensation Committee, enlisting his
position of objectivity and neutrality.

15

1,200

No.

Name of Candidate(Date of Birth)

Reelection
OutsideBrief Background, Position and Responsibility at the Company

Feb. 1990
Mar. 1992
Sep. 1996
Aug. 2007
Jul. 2018

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)

Jun. 2022

Director of the Company (current)

Number of
Shares
Owned(Important Concurrent Positions at Other Organizations)Executive Chairman of Worldwide City Group (Hong Kong)
Chairman of China-Japan CEO Forum
Chairman of China-Japan Asia CEO Forum

Independent

8[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/digital/technology and global business as a corporate manager.
Board tenure
He has been utilizing this insight to furnish advice on the Company’s(at the close of this general management from a managerial standpoint, particularly
General Meeting): regarding business execution and global business strategy.
1 year
Accordingly, in order to further enhance our management structure,
the Company proposes his reelection as Outside Director.
Attendance to the Furthermore, if he is elected, the Company plans for him to
Board of Directors contribute to selecting Company officer candidates and deciding
Meetings
officer remuneration and other compensation as a member of the
FY2023/3:
Nomination and Compensation Committee, enlisting his position of
14/14 (100%)
objectivity and neutrality.
Charles Yin(May 29, 1964)

160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, Noriyuki Kuga and Charles Yin as
independent officers provided for under the provisions of Tokyo Stock Exchange, Inc. and registered theindividuals as such with that exchange. The Company plans on having the officers keep their position if theirreelection is approved.
Mariko Tokuno, Yoichi Kobayashi, Shiro Sugata, Noriyuki Kuga, and Charles Yin satisfy the requirements for
Criteria for Determining Independence of the Company on pages 21 to 22.
(2)
The number of years as Outside Director of the Company
Mariko Tokuno, Yoichi Kobayashi, Shiro Sugata, Noriyuki Kuga and Charles Yin have been serving as theCompany’s Outside Directors for six years, five years, four years, three years and one year, respectively, as of
the closing of this General Meeting of Shareholders.
3. Agreement on liability limitation
The Company has concluded an agreement with Mariko Tokuno, Yoichi Kobayashi, Shiro Sugata, Noriyuki Kuga andCharles Yin regarding liability limitation according to Article 423, paragraph (1) of the Companies Act. According to theagreement, the maximum liability amount is the minimum amount stipulated by Article 425, paragraph (1) of theCompanies Act. If the reelection proposal is approved, the Company will continue its agreement with them.
4. Directors and officers liability insurance policy
The Company has entered into a directors and officers liability insurance policy, as provided for in Article 430-3,
paragraph (1) of the Companies Act, with an insurance company. 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 stated under “3. Officers and Executives” in the Business Report. In
addition, when the policy is renewed, the Company plans to renew the policy with the same terms.

17Agenda Item 2.

Election of One (1) Audit & Supervisory Board Member

The term of one (1) Audit & Supervisory Board Member, namely Yoshihiro Kawasaki, will expire at
the close of this General Meeting of Shareholders. Accordingly, we would like to propose theelection of one (1) Audit & Supervisory Board Member.
The following is the candidate for Audit & Supervisory Board Member.
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. 1980
Nov. 2007
Apr. 2019
Mar. 2020
Apr. 2021
New election
Yoshito Shoji(Apr. 22, 1961)

Apr. 2022
Feb. 2023

Number of
Shares
Owned

Joined the Company
General Manager of Finance Division, Yamato
Transport Co., Ltd.
Managing Executive Officer
Director and Managing Executive Officer, Yamato
Management Services Co.
General Manager, Professional Service Function
Division, Yamato Transport Co., Ltd.
General Manager of Project Group, Finance
Division
Human Resources Department of the Company(current)(Important Concurrent Positions at Other Organizations)
None

6,600

[Reasons for nomination as a candidate for Audit & Supervisory
Board Member]
The Company has determined that Yoshito Shoji will provide
appropriate oversight of Group-wide management from an objective
perspective based on his experience in engaging in finance,accounting and other operations of the Group. In that regard, he had
been acting as General Manager of the Finance Division andManaging Executive Officer of Company subsidiary Yamato
Transport Co., Ltd., Director and Managing Executive Officer of
Yamato Management Services Co. (currently Yamato Transport Co.,
Ltd.), and other positions. Accordingly, the Company proposes hiselection 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 Yoshito Shoji 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 Yoshito Shoji isapproved, he will be included as the insured.
The summary of the policy contents is as stated under “3. Officers and Executives” in the Business Report.
In addition, when the policy is renewed, the Company plans to renew the policy with the same terms.

18●

Global●IT/digital/technology

Personnel/
labor management●

Legal affairs/risk management

Marketing/
sales

○

Finance/accounting

Corporate management

Position

Expertise and experience

Nomination andCompensation Committee

Name

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

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●●

Mariko Tokuno

Director

○

○

●

●

●

Yoichi Kobayashi

Director

○

○

●

●

●

Shiro Sugata

Director

○

○

●

●

Noriyuki Kuga

Director○○●

Charles Yin

Director

○

○

●

●

Tsutomu Sasaki

Full-time Audit & Supervisory
Board Member●●

Yoshito Shoji

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. 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.
2. The Board of Directors will be chaired by Shiro Sugata and the Nomination and Compensation Committee will bechaired by Mariko Tokuno.
3. 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.

19

The reasons for the selection of the skill items expected of Directors and Audit & Supervisory Board
Members by the Company are as follows.
Expertise and experience(Skill items)

Corporate management

Marketing/sales

Personnel/
labor management

Finance/accounting

Legal affairs/risk management

IT/digital/technology

GlobalReason for Selection
The Company has selected abundant experience and knowledge
regarding corporate management as necessary items in order for it
to demonstrate adequate decision-making and supervisory
functions in the formulation and execution of medium- to long-term
management plans that continuously enhance its corporate value.
The Company has selected abundant experience and knowledge
regarding the marketing/sales fields as necessary items in order for
it to provide value with the use of Group resources to meet thechanging needs of its customers and greater society.
The Company has selected abundant experience and knowledge
regarding the personnel/labor management fields as necessary
items in order to become a company that causes its employees, theGroup’s greatest asset, to take a vibrant approach to work that theyfind rewarding, reflects respect for human rights and diversity, andenables those employees to work with peace of mind.
The Company has selected abundant experience and knowledge
regarding the finance/accounting fields as necessary items in orderfor it to establish a strong financial foundation and promote
investment that links to business growth and the improvement of
capital efficiency.
The Company has selected abundant experience and knowledge
regarding the legal affairs field and risk management ability asnecessary items in order to become a company that is fair and trusted
through safe and secure business activities conducted in line with thelaw and social norms in accordance with the Yamato Group Corporate
Philosophy.
The Company has selected abundant experience and knowledge
regarding the IT/digital/technology fields as necessary items in orderfor it to realize the optimal assignment of management resources
based on data analysis and efficient business operation that makes
full use of digital technology.
The Company has selected abundant experience and knowledge
regarding the global business field as necessary items in order for it
to contribute to the transformation of customer-side supply chainsand business processes through the global development of its
businesses.

20

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 whose major business partner(Note 1) is 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(Note 2) of the Company, or otherwise if such party is a corporation orother such entity, a person who executes business thereof;3) A consultant, accounting professional or legal professional who receives substantial
monetary consideration and/or other economic benefits(Note 3) 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 in the professional service industry whose
major business partner(Note 4) is the Company;5) A major shareholder(Note 5) of the Company, or otherwise if such major shareholder is a
corporation or other such entity, a person who executes business thereof;6) A recipient of donations(Note 6) from the Company or a person who executes business thereof;7) A person who falls under any of the aforementioned items in the past 3 years;
8) A person who has served in the past 3 years as a certified public accountant or a member ofan audit corporation that acts as the Company’s accounting auditor;
9) A person who has served in the past 10 years as a Director (excluding Outside Director),
Audit & Supervisory Board Member (excluding Outside Audit & Supervisory Board Member),
Executive Officer, or employee of either the Company;10) A close relative(Note 8) of a person who falls under any of the aforementioned items (limited tosignificant persons(Note 7)).
Note 1: This refers to a business partner whose transaction amount in the most recent fiscal year exceeds 2% of theannual consolidated operating revenue of such group.
Note 2: This refers to a business partner whose transaction amount in the most recent fiscal year exceeds 2% of theCompany’s annual consolidated operating revenue, or a financial institution whose financing to the Company
in the most recent fiscal year exceeds 2% of the Company’s consolidated total assets.
Note 3: This refers to monetary consideration and/or other economic benefits that exceed ¥10 million per annum inthe most recent fiscal year.

21Note 4: This refers to a corporation or other such entity that has received payments from the Company that make up
2% or more of the consolidated operating revenue of the said corporation or other such entity on average inthe past three fiscal years.
Note 5: This refers to a person or corporation who directly or indirectly holds voting rights that constitute 10% or moreof all voting rights of the Company.
Note 6: In the event that the donation exceeds ¥10 million in one fiscal year or if the party receiving the donation is a
corporation, this refers to donations that exceed 2% of the annual operating revenue of the said party in themost recent fiscal year.
Note 7: “Significant person” refers to Directors (excluding Outside Directors), executive officers (Shikkoyaku),
executive officers (Shikkoyakuin), and other persons who execute business in positions of general manager
or above; certified public accountants belonging to audit corporations or accounting offices; attorneys at law
belonging to legal professional corporations or law firms; and other persons objectively and reasonably
deemed to be in positions of similar importance.
Note 8: A spouse or a relative within the second-degree of kinship.

22

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.
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.

23

Business Report(From April 1, 2022, to March 31, 2023)

1. Status of the Corporate Group(1)

Operating Performance

In the economic environment during the period under review, the impact of COVID-19 weakened
and there has been progress toward the normalization of economic activities. However, the global
economy is slowing down due to the ongoing monetary tightening by major central banks in the U.S.
and Europe against global inflation, including high energy prices and surging raw material prices
accompanying the unstable international situation. Furthermore, in Japan, personal consumption
has stagnated due to rising prices, making it difficult to foresee a full-fledged economic recovery.
In addition, COVID-19 has triggered the teleworking trend, and promoted a shift to online services in
the fields of medicine and education, changing consumer behaviors and lifestyles, and the industry
is becoming more e-commerce oriented.
Under these circumstances, at the Group we aim to realize sustainable enhancement of corporate
value through “Contribution to the realization of an affluent society” as stated in our Management
Philosophy, the Yamato Group. To this end, under a group management framework that mobilizes
the management resources of each Group company, we worked to provide comprehensive value tomeet the needs of customers and society by transforming our supply chain in response to changing
lifestyles and distribution structures, based on the Medium-term Management Plan “One Yamato
2023,” which ends in the fiscal year ending March 31, 2024.
Our consolidated financial results for the fiscal year ended March 31, 2023, were as follows.
(Millions of yen)
Item
Operating revenue

Fiscal year
Fiscal year
ended
ended
March 31, 2022 March 31, 2023

ChangeGrowth (%)

1,793,618

1,800,668

7,050

0.4

Operating profit

77,19960,085(17,114)(22.2)

Ordinary profit

84,33058,066(26,264)(31.1)

Profit attributable to owners of parent

55,95645,898(10,057)(18.0)

Operating revenue amounted to 1,800,668 million yen, up 7,050 million yen from the previous fiscal
year. This was mainly due to an increase in the volume of packages handled in response to the ecommerce domain, which continues to grow, and a focus on optimizing logistics for our customers.
Operating expenses amounted to 1,740,583 million yen, up 24,164 million yen from the previous
fiscal year. This was due to an increase in costs associated with the promotion of the Medium-termManagement Plan “One Yamato 2023,” including the EC logistics network in the process ofdevelopment to meet growing EC demand and the ongoing optimization of transportation anddelivery operations in the existing network, in addition to increases in hourly wage rates, fuel andelectricity costs.
As a result, operating profit amounted to 60,085 million yen, down 17,114 million yen from theprevious fiscal year.

Initiatives for the entire Yamato GroupThe Yamato Group continued its efforts to stably provide TA-Q-BIN and other logistics services
while paying attention to employee hygiene management. Based on our Medium-term Management
Plan “One Yamato 2023,” we are working on the following initiatives to expand comprehensive
value offering that addresses the diversifying needs of customers and society.
24i)Expansion of value offering to corporate customers
In response to the growing demand for e-commerce and changes in the supply chains ofcorporate customers, we have continued to provide value to the entire supply chain of ourcustomers, such as by having sales drivers and corporate sales representatives work together
to solve customers’ issues, and maximizing the use of our bases and transportation anddelivery network to help optimize logistics costs through balancing adjustment of inventories
and reduction of lead time for delivery and transportation.

ii)

Structural reform of network operations
In response to growing EC demand, we are building an EC logistics network that simplifies theoperational process from sorting and transportation to the last mile, mainly in urban areas. On
top of this, in order to respond more flexibly to fluctuating business volume, we continued to
improve productivity of the entire logistics network as well as the optimization of operating
costs. We did so by consolidating and increasing the size of TA-Q-BIN offices, which had beensmall and multi-store operations, redefining terminal functions, improving work operation
efficiency using IT systems, and promoting initiatives to improve safety, quality, and work
comfort, among others.

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” that involve promoting dataand innovation strategies, reforming management structure and reinforcing governance,engaging in HR strategy, improving capital efficiency, and strengthening sustainable
management.
With regard to our digital strategy, we continue to develop digital data and strengthen our
digital infrastructure in order to further advance the use of data, as well as to improve ourservices and operations by utilizing digital data.
With regard to innovation strategy, we are promoting initiatives for open innovation, including
the discovery and collaboration with startups and the co-creation of new businesses throughinvestment.
In terms of HR strategy, we are working to create an environment that maximizes the value
created by employees by, for example, establishing a multilayered human resource
management system in which employees can work autonomously for their own growth and adiverse range of human resources can play an active role.
We are also working on strengthening our corporate governance by separating management
supervision and execution, maintaining and enhancing management transparency, andfocusing on decision-making speed.
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.”
With regard to the environment in particular, in order to realize “net-zero (in-house) GHG
emissions in 2050” and “48% reduction in GHG emissions in 2030 (compared with FY2020),”
we are promoting measures such as “introduction of 20,000 EVs,” “introduction of 810 solar
power generation units,” and “increase in the use of electricity derived from renewable energy
sources.” In addition, in September 2022, we expressed our support for the recommendationsof the Task Force on Climate-related Financial Disclosure (TCFD) and disclosed information
on risks and opportunities of climate change affecting our business activities on our corporatewebsite in accordance with the TCFD recommendations. We will continue to accelerate oursustainability efforts, including addressing climate change and social issues, to promotesustainable corporate growth.
25

Business strategies of each segment
Retail Business Uniti)

The Retail Business Unit provides TA-Q-BIN and other high-quality, small-lot transportation
services. As the starting point for the entire Group’s business, our front-line employees identify
changes in customers’ lifestyles and business environments accompanying such changes,
and work with corporate sales representatives to propose solutions that leverage the Group’s
management resources, thereby taking advantage of the points of contact with customers
created through the TA-Q-BIN services, and providing value in response to customer needs.
Moreover, we have also been working in part through efforts to provide services that makedelivery 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 by more than 1.5 million corporate clients, and also through efforts to upgrade
various services other than those involving transportation that are beneficial in terms ofpeople’s lives and business.

ii)

During the period under review, we launched a service that streamlines TA-Q-BIN shipping
procedures for corporate customers using smartphones to further improve the customer
experience, and also launched a new payment service compatible with smartphones called“Nyan Pay” to promote cashless transactions. We also worked to improve customer
convenience by expanding the functions of the TA-Q-BIN online pickup request service, andby collaborating with flea market operators and condominium delivery locker service providers
to expand the function that allows non-face-to-face delivery of goods from condominium
delivery lockers.

iii)

Operating revenues from external customers increased 0.1% year on year to 894,574 million
yen as a result of efforts to ship and deliver packages optimized to meet diversifying needs.
Operating expenses increased by 5.1% year on year due to an increase in costs associatedwith our promotion of the medium-term management plan, “One Yamato 2023,” and operating
profit decreased by 12,165 million yen from the previous fiscal year.

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 instrengthening of account sales, which involves developing effective projects and assuming
responsibility through to management and operations.

ii)

In urban areas where EC demand continues to grow and is concentrated, we are building an
EC logistics network that simplifies the operational process from sorting and transportation to
the last mile, mainly in urban areas. In addition, to optimize logistics for e-commerce vendors
with stores in online shopping malls, we used our partnerships with major e-commercecompanies to implement initiatives to further improve convenience and expand sales forservices that completely or partially replace operations from order receiving to shipping anddelivery. Furthermore, the business unit has also been engaging in efforts involving crossborder 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.

iii)

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 centralized and larger bases andtransportation and delivery networks. We also focus our efforts on proposal-based sales that
contribute to providing comprehensive value by engaging in integrated management26

encompassing all of the Yamato Group’s logistics services for companies, extending fromprocurement of merchandise for stores and merchandise for official online shopping websites,
to storage, packaging and delivery.
iv)

During the period under review, we executed a “Co-Creation Logistics Partnership Agreement”
with a general food manufacturer to optimize the entire supply chain from raw material
procurement to sales. The “Lead Logistics Partner Agreement” was executed to reduce
logistics costs, increase the value of tire manufacturers to their customers, and realize
logistics with less environmental impact through visualization and reduction of GHG
emissions. We are also continuing our efforts to expand the value we provide to the “end toend” supply chain by fully utilizing the management resources of the Yamato Group. For
example, we have established a direct-to-consumer (D2C) distribution scheme for a foodretailer, utilizing a base that combines a sorting terminal and cold storage function of Yamato
Transport Co. Ltd. We have also executed a “Logistics Partnership Agreement” with a fashioncompany for the realization of a sustainable supply chain, and a “Lead Logistics Partner
Agreement” for the establishment of a sustainable supply chain in response to changes in thebusiness environment of the food service industry.

v)

Operating revenues from external customers increased 4.2% year on year to 846,053 million
yen, mainly due to efforts to respond to growing demand for e-commerce and optimize
logistics for corporate customers. Operating expenses increased by 3.4% year on year due toan increase in costs associated with our promotion of the medium-term management plan,“One Yamato 2023,” and operating profit decreased by 4,040 million yen from the previous
fiscal year.

[Reference](Million parcels/unit)
Category
TA-Q-BIN/TA-Q-BIN Compact/EAZY

Fiscal year ended Fiscal year ended
March 31, 2022 March 31, 2023

Growth (%)

Change

1,890

1,926

35

1.9

Nekopos

384

413

28

7.4

Kuroneko DM-Bin

824

800

(23)

(2.9)

Other
i)
ii)

During the period under review, the Company continued to expand sales of box transportationand vehicle maintenance services using a network of several corporate groups.
Operating revenue from customers was 60,040 million yen, down 31.8% from the previous
fiscal year. In addition, the operating profit was 13,900 million yen, down 2,658 million yen
from the previous fiscal year.

27

<ESG Initiatives>i)

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 period under review, we resumed“Children’s Traffic Safety Classes” at kindergartens and elementary schools, which had been
postponed due to the impact of COVID-19. In addition, the “Zero Traffic Accident Campaign”
and “Industrial Accident Prevention Campaign” were conducted throughout the Group to raisesafety awareness.

ii)

Maximization of 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.

iii)

The Yamato Group has formulated the “Sustainable Medium-term Management Plan 2023
(Environment & Society)” and is working to strengthen its sustainable management under thetwo visions set forth in the mid- to long-term management grand design, the “YAMATO
NEXT100” management structure reform plan: “Connect. Deliver the future via green logistics”
and “Through co-creation and fair business activities, help create a society that ‘Leaves No
One Behind’.”iv)

In the area of “Environment,” in addition to total volume targets to reduce the environmental
impact of our business activities, we also set targets in areas where we can contribute to the
spread of innovative technologies in the logistics industry, such as materials and vehicles, aswell as green logistics in collaboration with various partners and the provision of products andservices with low environmental impact. In this way, we are working to create environmental
value. In addition, as efforts toward realization of carbon neutrality, in July 2022, the New
Energy and Industrial Technology Development Organization (NEDO) adopted the Company’s
independent proposal “Introduction and Operation of EVs for the Realization of Green
Delivery” and the joint proposal “Construction and Operation of Energy Management System
and Large-Scale Demonstration for Commercial Electric Vehicles.”v)

In addition, under the “Social” component of the plan, we have taken 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 enriched society inpart by addressing various social challenges and promoting community development utilizinga co-creation approach. We will continue to contribute to the realization of a society that
respects human rights and diversity through the “Universal Manners Certification Test” forYamato Group employees to acquire knowledge to improve universal manners, such as
appropriate support in receiving and sending packages at the homes of people withdisabilities and at TA-Q-BIN offices, and through promotion activities led by customer service
managers.

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 utilizing 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,
expanding the “Kuroneko monitoring service: Hello Light Visit Plan” that uses “HelloLight” IoT
light bulbs, providing consultation services for everyday life, and holding events that enableinteraction among community members. In March 2023, as a member of the local community,
we executed a logistics partnership agreement with a business operator involved in the sportsbusiness that seeks to coexist in harmony with the local community. As an official logistics
28

partner, we will utilize the logistics network and management resources of the Yamato Groupto establish optimal logistics considering the scenery and customer flow lines within the sports
facilities, thereby contributing to the realization of a sustainable community where sports
facilities and the town are integrated.
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
the skills and knowledge necessary for employment.

29

[Reference]Strengthening of Sustainable Management
As we face pressing issues that must be addressed by society as a whole, such as climate change,a shrinking workforce, and human rights and inequality, there is an increasing need for eachcompany to respond to those social challenges. In considering these circumstances, the YamatoGroup promotes sustainable management with the aim of enhancing its corporate value over the
medium to long term and realizing a sustainable society.
Sustainability Promotion System
The Company deliberates and resolves important items related to sustainability at the Management
Committee and the Board of Directors. In addition, in order to promote sustainable management,with the President as the Committee Chair and the members consisting of the Yamato Transport
officers (Senior Managing/Managing Executive Officers, etc.) and the Presidents of major Group
Companies, the Yamato Group Environment Committee and the Yamato Group Social Promotion
Committee meet once a year to deliberate and resolve sustainability issues. And, in the area of“Environment,” four subcommittees (Energy, Climate & Atmosphere; Resource Conservation &Waste; Management and Collaboration; and Products and Services) and in the “Social” area, threesubcommittees (Human Rights & Diversity; Supply Chain Management; and Local Community)
meet three times a year to discuss measures and check on their progress.
Roles of Yamato Group Environment Committee and Yamato Group Social Promotion Committee

Yamato Group
Environment
Committee

Yamato Group
Social Promotion
Committeei) The decision-making body for initiatives with regard to environmental
issues of the Yamato Group. It clarifies the direction of our initiatives, andexamines, deliberates, and makes decisions with regard to environmental
issues while confirming the status of operations of the environmental
management system.
ii) The Yamato Holdings Representative Director and President performs the
top management role of Environment Executive Officer, which includes
receiving reports from the committee’s members. The Environment
Executive Officer evaluates the results of the committee’s activities,
conducts a review (Top Management Review) and determines future policy
and other matters.
i) The decision-making body for initiatives with regard to social promotion of
the Yamato Group. It clarifies the direction of our initiatives with respect toimportant issues concerning society and local regions, and examines,
deliberates and makes decisions with regard to policies for social
promotion.
ii) The Yamato Holdings Representative Director and President performs the
top management role of supervision, which includes receiving reports
from the Yamato Group Social Promotion Committee and from eachcompany in the Yamato Group. The President evaluates the results of thecommittee’s activities, conducts a review, and determines future policy
and other matters.

30

Initiatives Based on Recommendations of the TCFD
The Yamato Group recognizes that identifying the risks and opportunities that climate change
issues pose to society and enterprises, evaluating the impact, and developing countermeasures are
essential for business sustainability. Based on the recommendations of the Task Force on Climaterelated Financial Disclosure (TCFD), we conducted a scenario analysis for Yamato Transport during
the year ended March 31, 2022, and announced our support for the recommendations of TCFD in
September 2022. By clarifying the business impact of climate-related issues and focusing on items
that will have a significant impact, we will work on measures to improve sustainability of ourbusiness and enhance our corporate value by engaging in dialogue with our stakeholders.
Governance
The Yamato Group deliberates and resolves on environmental issues, including climate change,
based on an environmental management framework with the Environment Committee as thedecision-making body, while the Board of Directors supervises the execution of these decisions.
Specifically, the President and Representative Director chairs the Environment Committee and is
responsible for overseeing environmental management. Then, important items discussed by theEnvironment Committee, such as Basic Policy on environmental issues, including climate change,
are deliberated and resolved by the higher-level Management Committee and the Board of
Directors. In addition, the Executive Officers in charge of environmental fields and overseeing eachregion, and the Presidents of Group companies are responsible for ensuring the implementation,
maintenance, and oversight of environmental management, including the preparation of thenecessary management resources. Furthermore, in principle, all general managers and heads offield organizations are “environmental managers,” responsible for managing risks and opportunities
related to the environment, including climate change.
Strategy
The Yamato Group believes that it is important to consider climate change-related environmental
risks over an appropriate period of time, as they have the potential to affect the business activities of
its own companies and its surrounding stakeholders over a long term. The execution period of the“Sustainable Mid-Term Plan 2023 [Environment]” runs from the fiscal year ended March 31, 2022 to
the fiscal year ending March 31, 2024, FY2030, the year in which the mid-term goal is set withreference to the Japanese government’s GHG emission reduction target setting. Looking ahead tothis milestone and FY2050, the year in which the long-term goal is set, our Group has examinedtransition risks due to the introduction of government policy regulations and changing market needs,
as well as physical risks such as extreme weather events brought about by climate change. The
risks and opportunities examined will be reflected and addressed in our Group strategies.
As short-term risks, we assessed physical risks, such as a shutdown of operations due to severe
and more frequent extreme weather events and increased repair costs due to damage or loss offacilities and equipment; and as medium- and long-term risks, we assessed transition risks, such asincreased expenses due to full-scale introduction of carbon taxes as a result of changes in policies
and legislation. On the other hand, as opportunities, we identified significant potential for futurefinancial benefits, such as reduced expenses due to energy conversion and efficiency
improvements for a low-carbon economy, and increased profits from proactive responses to climatechange mitigation and adaptation, which will be supported by customers who are becoming moreenvironmentally conscious.
Considering a significant financial impact if a carbon tax is imposed on GHG emissions in our fleet
or facilities, or if we are unable to meet the demand for lower carbon emissions to reduce GHG
emissions, the Yamato Group believes that its financials would be significantly impacted by areduction in profits due to changes in customer needs resulting from heightened environmental
awareness. Therefore, in order to reduce GHG emissions, we are working to introduce electricvehicles (EVs), install solar power generation equipment, and switch to electricity derived fromrenewable energy sources. In addition, to address physical risks, we use hazard maps to open
stores and regularly update our business continuity plan (BCP) manuals to avoid business31

shutdowns and damage or loss of facilities and equipment due to severe or frequent extreme
weather events.
We will continue to study the impact assessment of other risks and the creation of opportunities in
the future.
Risk Management
A dedicated department has been established in our Company to oversee the promotion of
measures related to climate change throughout the Yamato Group. In addition, each Group
company has appointed an environmental officer (President and Representative Director) and an
environmental promotion representative (Promoter), as the entire Group promotes action against
climate change.
The Yamato Group Environment Committee, chaired by the President and Representative Director
and composed mainly of Yamato Transport Executive Officers, regional managers, and Presidents
of major Group companies, meets once a year to deliberate and resolve issues and risks related tothe environment, including climate change. In addition, important items are discussed and resolved
at the Management Committee and the Board of Directors as necessary.
Indicators and Targets
GHG emissions and reduction targets

Virtually zero

FY2020(Base fiscal
year)

FY2023(Short-termtarget)

FY2030(Medium-termtarget)

FY2050(Long-termtarget)MeasureEVs owned
Photovoltaic facilities
Ratio of electricity derived from renewable energy sources

Target
FY203020,000 vehicles
810 units70%

In addition to conducting measures to achieve the above goals, we will work with our partners toestablish green logistics in order to reduce GHG emissions throughout the value chain (Scope 3). In
parallel, we are considering obtaining accreditation for the SBT 1.5°C target.
For more information on “Initiatives Based on Recommendations of the TCFD,” please visit theCompany’s website at: https://www.yamato-hd.co.jp/csr/environment/tcfd.html

32

Cases of
Initiatives in
Social Area

Contributing to the realization of a society that respects human rights anddiversity
Joint development of the Yamato Group’s “Universal Manner* Certificate”
with Mirairo Inc.

The Yamato Group formulated the “Basic Policy on Diversity” in 2014 and the “Yamato Group
Human Rights Policy” in 2021, with the aim of realizing a society that respects human rights anddiversity and “Leaves No One Behind.”
In addition, Yamato Transport collaborated with Mirairo Inc., a company that conducts research andconsulting on universal design from the perspective of people with disabilities, to jointly develop aunique universal manner certificate tailored to day-to-day operations.
The certification test uses an e-learning video that simulates receiving and shipping packages athome or at TA-Q-BIN offices for people with visual or hearing impairments, and provides appropriate
support and necessary considerations. By having employees learn universal manners through thiscertification test, we will contribute to the realization of a vibrant society that respects human rights
and recognizes diversity.
*The “mindset” and “actions” for dealing with diverse people, including the elderly and people with disabilities.

33

(2)

Issues to Be Addressed

In the business environment surrounding the Yamato Group, the impact of COVID-19 has
weakened and there is progress toward the normalization of economic activities. However, theglobal economy is slowing down due to ongoing monetary tightening by major central banks in the
U.S. and Europe against global inflation, including high energy and raw material prices
accompanying the unstable international situation. Furthermore, in Japan, personal consumption
has stagnated due to rising prices, making it difficult to foresee a full-fledged economic recovery. In
addition, the logistics industry is facing challenges such as coping with the medium- to long-term
declining trend of the working-age population and the “overtime work cap (2024 issue)”accompanying the Act on the Arrangement of Related Acts to Promote Work Style Reform
promulgated in 2018. Under these circumstances, at the Yamato Group we will continue toaccelerate the following initiatives (1) through (3) in order to realize sustainable enhancement ofcorporate value through “Contribution to the realization of an affluent society” as stated in ourManagement Philosophy. In order to cope with the above challenges in the logistics industry andongoing cost increases accompanying price hikes, etc., the Company has revised its reported
freight rates, etc. effective April 3, 2023. We will continue to maintain and strengthen ourtransportation and delivery network and create an environment in which we can continue to provide
better service to our customers by reviewing our reported freight rates, etc. every year, considering
the impact of changes in the external environment, and by responding to our logistics partners andothers in a timely and appropriate manner.
i)

ii)

Structural reform of network operations
We are promoting structural reform of our network and operations in order to meet thechanging and diversifying needs of our customers, and to respond more flexibly to thefluctuating workloads. In order to maintain and improve the safety and quality of the existing
TA-Q-BIN network and operations, as well as comfort and job satisfaction, and to optimize
operating costs, we will continue to consolidate and increase the size of our bases, andreform the working style, personnel allocation, and framework at each base by subdividing
and specializing job definitions and streamlining work operations through the use of IT
systems. Moreover, in order to reduce the administrative operations of our frontline
employees, we will continue to promote business process re-engineering (BPR) bystandardizing our operations as well as digitizing such tasks.
Expansion of corporate business area
The Yamato Group is focusing on the solutions business as a new growth area, aiming tosolve customers’ management issues that extend throughout the entire supply chain, amid
increasing risk factors such as global political and economic blockages in the supply chain
and environmental issues.
In providing solutions, Sales and Operations work together with a thorough understanding of
the customer’s industry, business purpose, and strategy, and then make full use of the YamatoGroup’s management resources, including its domestic and international bases, transportationand delivery network, contract logistics, international forwarding and other logistics functions,finance, and IT systems. In this way, we aim to become a lead logistics partner (LLP) that not
only manages and operates logistics for our customers, but is also involved in logistics
strategy and planning. And, we will provide value to our customers across the entire supply
chain from Japan to global areas. We will do this, while leveraging the vast customer bases inJapan that we have cultivated through TA-Q-BIN, creating 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, streamlining backyard
operations related to stores and e-commerce operations, reducing opportunity loss in sales
and optimizing inventories.
Furthermore, we will strive to achieve net-zero in-house GHG emissions by 2050. To this end,
we will contribute to the realization of sustainable logistics by promoting green logistics suchas the introduction of EVs and cold storage transportation without using dry ice to reduce theCompany’s emissions, and at the same time, optimizing customers’ inventory and production
34

iii)

activities and realizing reductions in their GHG emissions while creating a moreenvironmentally responsible supply chain through visualization of customers’ GHG emissions.
Promoting strategies for achieving sustainable enhancement of corporate value
The Yamato Group is working to strengthen its digital strategy, HR strategy, sustainable
management, and governance as the foundation for expanding the value it provides to the“end to end” supply chain and enhancing sustainable corporate value.
With regard to the digital strategy, we have strengthened our DX promotion framework andare working to promote DX in tandem with our business, such as expanding the value we
provide to customers by utilizing our digital infrastructure and optimizing our management
resources. Regarding HR strategy, we are working to build an optimal human resources
portfolio to create new added value and to improve the work comfort and job satisfaction of
our diverse employees.
To strengthen sustainable management, we are working on each of the identified key issues(materiality) to enhance corporate value and realize a sustainable society over the medium tolong term based on our two visions: “Connect. Deliver the future via green logistics” and“Through co-creation and fair business activities, help create a society that ‘Leaves No One
Behind’.” With regard to the Environment, in order to realize “net-zero (in-house) GHG
emissions in 2050” and “48% reduction in GHG emissions in 2030 (compared with FY2020),”
we will continue to implement measures such as “introduction of 20,000 EVs,” “introduction of
810 solar power generation units,” and “increase in the use of electricity derived fromrenewable energy sources.” In addition, with regard to Social, we will continue to work toward
the realization of an affluent society by, for example, respecting the diversity of humanresources, creating a work environment where employees can play an active role, addressing
various social issues, and promoting community development through co-creation.
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.

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.

35

(3)

Business Performance and Changes in Financial Position(Millions of yen)
FY2020/3
155th

FY2021/3
156th

FY2022/3
157th

FY2023/3
158th

1,630,146

1,695,867

1,793,618

1,800,668

Profit attributable to owners of parent

22,32456,70055,95645,898

Basic earnings per share (Yen)

56.78

151.55151.03126.64

Total assets

1,100,739

1,089,991

1,086,854

1,107,587

Net assets

562,835

584,287

598,233

616,430

Net assets per share (Yen)

1,441.20

1,553.45

1,611.34

1,684.87

Item
Operating revenue

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

(4)

Changes in Delivery Volume of TA-Q-BIN, Neko-Pos and Kuroneko DM-BIN(Million parcels/unit)
FY2020/3
155th

FY2021/3
156th

FY2022/3
157th

FY2023/3
158th

1,627

1,803

1,890

1,926

Nekopos

172

293

384

413

Kuroneko DM-Bin

987

826

824

800

Business area
TA-Q-BIN/TA-Q-BIN Compact/EAZY(5)

Principal Business Activities

The Yamato Group operates its business in two divisions, the Retail Business Unit and the
Corporate Business Unit, based on customer segment units.
Item

Retail Business Unit
Corporate Business Unit

Other

Content of business
Engages in providing small-lot transportation services, including TA-Q-BIN(Home delivery business for individuals and small and medium-sizedcorporate customers)
Provides value to the entire corporate logistics supply chain.
(Transportation business for large corporate customers)
Engages in maximizing the Group’s value to the customer by utilizing IT &maintenance functions and various forms of transportation business(Development, operation and management of IT system and vehicle
maintenance business, fuel sales business, nonlife insurance agent business,cargo vehicle transportations business, and roll box pallet transportation
business)

36

(6)

Capital Expenditure

The capital expenditure for the fiscal year ended March 31, 2023, totaled 46,912 million yen and theprincipal components were as follows:(Millions of yen)
Name

Category

Yamato Holdings Co.,Ltd.

Corporate

Yamato Transport
Co., Ltd.

Retail Business Unit
Corporate Business Unit

(7)

Content of investment

Amount invested

Construction of new company
building

4,196

Purchase of vehicles (2,218 units)

9,972

Tokyo Rail Gate
New cooling facilities

2,648

Financing Activities

Not applicable.

(8)

Principal Creditors(Millions of yen)
Outstanding borrowing

Creditors
Mizuho Bank, Ltd.

5,000

Sumitomo Mitsui Banking Corporation

2,000

MUFG Bank, Ltd.

2,000

(9)

Employees
Business area

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

Retail Business Unit

170,835(6,046)

Corporate Business Unit

18,671(1,146)

Other

20,670

520

21

(4)

210,197(6,676)

Corporate
Total
Notes: 1.
2.
3.

The above numbers include 117,470 part timers (a year-on-year decrease of 4,930).
Employees in the Retail Business Unit include employees in the transport and Head Office divisions of Yamato
Transport Co., Ltd.
The number of company-wide employees is the number of employees of the Company.

37

(10) Vehicles
Classification(Units)Changes from previous
fiscal year-end

Number of vehicles

Retail Business Unit

49,395152

Corporate Business Unit

3,757

551

Other

1,946

(33)

3

(1)

55,101

669

Corporate
Total
Notes: 1.
2.

Vehicles in the Retail Business Unit include vehicles owned by the transport and Head Office divisions of
Yamato Transport Co., Ltd.
The number of company-wide vehicles is the number of vehicles owned by the Company.

(11) Major Subsidiaries
Name

Classification

Share capital

Ownership

Millions of yen
50,000

100.0

50

100.0

YAMATO TRANSPORT
U.S.A., INC.

(Millions of US$)

100.0

YAMATO ASIA PTE. LTD.
(Note 1)

(Millions of S$)

YAMATO INVESTMENT(HONG KONG) LIMITED(Note 1)

(Millions of HK$)

Yamato Transport Co., Ltd.

RetailBusiness
Unit
Corporate
Business Unit

Okinawa Yamato Transport
Co., Ltd.

Corporate
Business Unit

YAMATO BOX CHARTER
CO., LTD.
Yamato System Development
Co., Ltd.
Yamato Autoworks Co., Ltd.

4

352

(%)

100.0

970

100.0

400

100.0

1,800

100.0

30

100.0

Other

Notes: 1.

Principal business activities
Home delivery business forindividuals and small andmedium-sized corporate
customers
Transportation business forlarge 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.

At a meeting of the Company’s Board of Directors held on February 17, 2023, the liquidation of this subsidiary
was approved.
2. The status of a specified wholly owned subsidiary company as of March 31, 2023 is as follows.
(Millions of yen)Book value of the
Total assets of the
Name
Locationshares in the
Company
Company
Yamato Transport Co.,
16-10, Ginza 2-chome,
258,539425,145
Ltd.
Chuo-ku, Tokyo38

(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)
3,772

Itoman City,
Okinawa

36

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

92

Yamato System Development Co., Ltd.

Koto-ku, Tokyo

10

Yamato Autoworks Co., Ltd.

Chuo-ku, Tokyo103

Chuo-ku, Tokyo

1

Okinawa Yamato Transport Co., Ltd.

YAMATO BOX CHARTER CO., LTD.

Yamato Holdings Co., Ltd.

Other

Corporate39

2. Overview of Shares (As of March 31, 2023)(1) Total Number of Shares Authorized:

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

379,824,892

Note: The total number of shares issued has decreased by 8,750,700 from the end of previous period due tocancellation of treasury stock, executed as of June 23, 2022.

(3) Number of Shareholders:

53,746(4) Principal Shareholders
Shareholders

Number of shares
owned(Thousands of shares)

Ownership percentage(%)

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

59,132

16.30

Custody Bank of Japan, Ltd. (Trust Account)

27,884

7.69

Yamato Employees’ Shareholding Association

27,763

7.65

Meiji Yasuda Life Insurance Company

14,814

4.08

Nippon Life Insurance Company

14,7704.07

Mizuho Bank, Ltd.

10,247

2.82

Yamato Trading-Partner Shareholding Association

8,462

2.33

TOYOTA MOTOR CORPORATION

5,748

1.58

5,268

1.45

5,133

1.42

STATE STREET BANK WEST CLIENT-TREATY
505234
Sompo Japan Insurance Inc.
Notes: 1.
2.

Although the Company holds 17,068,367 of treasury shares as treasury shares, it is excluded from the above
list of principal shareholders.
Ownership percentage is calculated exclusive of own shares.

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

Name

Responsibilities and key concurrent positions outside
the Company

President and Representative
Director
Executive President
Senior Vice President &Representative Director
Senior Vice President &Executive Officer
Senior Vice President &Representative Director
Senior Vice President &Executive Officer
Director

Yutaka Nagao

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

Toshizo Kurisu

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

Yasuharu Kosuge

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

Director

Mariko Tokuno

Director

Yoichi Kobayashi

Director

Shiro Sugata

Director

Noriyuki Kuga

Director

Charles Yin

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

Representative of Takashi Yamashita CPA OfficeOutside Director of Shin Nippon Biomedical
Laboratories, Ltd.
Matsuda Law Office, Attorney at law

Yoshihide
Shimoyama

Outside Audit & Supervisory Board Member of
NIPPON HUME CORPORATION

Notes:

Kenichi Shibasaki
Outside Director of HAPPINET CORPORATION
Outside Director of Mitsubishi Materials Corporation
Outside Director of Shiseido Company, Limited
Outside Director of Yokogawa Electric Corporation

Executive Chairman of Worldwide City Group (HongKong)
Chairman of China-Japan CEO Forum
Chairman of China-Japan Asia CEO Forum

Tsutomu Sasaki
Takashi Yamashita

1. Of the Directors, Mariko Tokuno, Yoichi Kobayashi, Shiro Sugata, Noriyuki Kuga, and Charles Yin are five (5)candidates for 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 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. Takashi Yamashita, Audit & Supervisory Board Member, possesses considerable insight into finance andaccounting-related matters through his services as a certified public accountant.
6. Ryuji Matsuda, Audit & Supervisory Board Member, possesses considerable insight into finance andaccounting-related matters through his services as an attorney.
7. 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.

41

8. Shiro Sugata, Director, retired from the position of outside director of JSR Corporation as on June 17, 2022.
9. There are no significant relationships between the Company and the other organizations where concurrent
positions are held by Outside Directors and Outside Audit & Supervisory Board Members.

(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 five (5) Directors, Mariko Tokuno, Yoichi Kobayashi, Shiro Sugata,
Noriyuki Kuga and Charles Yin, and all Audit & Supervisory Board Members based on the Articles ofIncorporation. The amount of liability allowed for in those agreements is as per the minimum amountof liability provided for under the Companies Act, Article 425, paragraph (1).

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

42

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

Total amount of remuneration by type (millions of yen)
Number ofrecipient
Mediumto
Total amount
Directors andShort-termlong-term
Of
the
left,
of
Audit &
Basic
performance- performance- non-monetary
remuneration
Supervisory
remuneration
based
based
stock
remuneration,(million yen)Board
remuneration compensation
etc.
Members
Notes:
449

299

108

41

41

12

(76)

(76)

(–)

(–)

(–)

(6)

81

81

–

–

–

6

(33)

(33)

(–)

(–)

(–)

(3)

Total

530

380

108

41

41

18

(Of which,OutsideOfficers)

(109)

(109)

(–)

(–)

(–)

(9)

(Of which,OutsideDirectors)
Audit &
Supervisory
Board
Members(Of which,OutsideAudit &
Supervisory
Board
Members)

Note: The amount of expenses recorded for share delivery points during the period.

ii) Policy for determining performance-based remuneration (variable remuneration)
The short-term performance-based remuneration (variable) is based on the basic remuneration(fixed) determined by position, with a proportion set for each position and a standard amount set.
Then the amount of the payment for each individual is determined within the range of 0% to 150%of the standard amount, depending on the Company’s achievement rate of performance indicatorsand the mission assessment of each individual. The performance indicators are consolidated
operating revenue, consolidated operating profit, and profit attributable to owners of the parent.
The medium- to long-term performance-based stock compensation (variable) is based on the basic
remuneration (fixed) determined by position, with a proportion set for each position and a standard
amount set. Then the amount of the payment for each individual is determined within the range of
0% to 150% of the standard amount, depending on the Company’s achievement rate ofperformance indicators and the mission assessment of each individual. The performance indicators
are ROE, TSR, and ESG indicators. One point per share is granted each fiscal year as the numberof points obtained by dividing the amount of medium- to long-term performance-based Stock
Compensation (variable) by the average closing price of the Company’s shares on the Tokyo Stock
Exchange during the month preceding the fiscal year in which the Medium-term Management Plan
is initiated.
The above indicators for performance-based remuneration are used to better link remuneration tocorporate performance and also to achieve greater transparency and objectivity.
The Company has calculated the annual amount of performance-based remuneration based onthese results and then converted that result to a monthly amount, which is applied to the period
extending from July 2022 through June 2023.

43

<Formula for calculating performance-based remuneration>
Indicator rate

Variable

Performance indicator

remuneration

operating revenue
performanceindicator

Achievement

ActualTarget(Millions of yen)

(Millions of yen)

1,793,600

1,815,000

98.8

77,20095,00081.3

56,00053,000

105.6

rate

Directori. The Group’s consolidated

Short-term

for each〇30%

ii. The Group’s consolidated
operating profit〇
30%

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

〇
30%
〇

%

–

10%

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

Variable

Performance

remuneration

indicator

Indicator rate
Details

for each

ActualAchievement

Targetrate

Director%

i. ROE–〇40%

Relative TSR
TOPIX
ii. TSR

including
dividends

〇
30%

%

%

9.6

10

96.0

77.1
(TOPIX
102.0
including
dividends)

100

75.6

(2.0)

(3)

66.7

TSR comparison

Long-term

Greenhouse gas

performanceemissionsindicator
iii.ESG indicators

single-year〇target20%*3% reduction
from FY2020
iv.Medium- tolong-term
innovative
action targets

Missionevaluation(individual)

〇
10%

–

[(i. Achievement rate × 0.4 + ii. Achievement rate × 0.3 + iii. Achievement rate × 0.2) + Mission
evaluation (individual) 10% maximum]44

<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 120%

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

Achievement rate on short-term performance indicator in FY2022: 85.7%(i. 98.8% × 0.3 + ii. 81.3% × 0.3 + iii. 105.6% ×0.3)
Achievement rate on mid- to long-term performance indicator in FY2022: 74.4%(i. 96.0% × 0.4 + ii. 75.6% × 0.3 + iii. 66.7% × 0.2)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 and mid- to long-term performance-based
remunerations paid to Directors (excluding Outside Directors) shall amount to not more than 245
million yen and 173 million yen per year, respectively. The Company has deemed that these arecompetitive remuneration levels for recruiting and retaining talented persons amid its rapidlychanging business environment. The Company furthermore seeks to contend with developmentsthat include an increase in Director’s responsibilities along with the Company having increased its
number of Directors and Audit & Supervisory Board Members with the aims of achievingtransparency 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 theresolution.

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.
45

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 and furthermore
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), short-term
performance-based remuneration (variable) and medium- to long-term performance-based stockcompensation (variable), considering the remuneration level at other companies and other factors.
In addition, remuneration for Audit & Supervisory Board Members and Outside Officers consists
exclusively of basic remuneration due to the 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-based 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 further 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-based
remuneration (variable remuneration) as monetary sums on a monthly basis encompassing twelve
equal installments annually. The medium- to long-term performance-based stock compensation(variable) will be granted once a year in the form of points around June, which will be distributed at
the time of retirement in accordance with the Stock Compensation Rules for Officers with theaccumulated points up to the time of retirement being converted into one share per point.

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), short-term performance-based remunerations (variable) andmedium- to long-term performance-based stock compensation (variable) for individual Directors
upon having taken into consideration findings reported by the Nomination and Compensation
Committee, where Independent Outside Directors occupy the majority of its members and which ischaired by one of the Outside Directors, so that it will assess each of the Directors while taking
factors such as Company-wide business results into consideration.
46vi) Other
A certain percentage of the monetary remuneration shall be allocated to the purchase of shares of
the Company through the Officers and Executives’ Shareholding Association. In order to implementa process with high objectivity and transparency for activities of the Nomination and Compensation
Committee to decide remuneration and other compensation for individual Directors in fiscal year
ended March 31, 2023, the Company held 12 meetings of the Nomination and Compensation
Committee, and the decision was made by the Board of Directors upon having taken into
consideration the amount of remuneration for individual Directors and details of calculation of suchamount based on the Policy for determining remuneration and other compensation for individual
Directors.

47

(5) Outside Officers
Principal activities
Position

Name

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 her perspective as amanager with rich experience and profound critical insight.
She fulfills her role with respect to ensuring suitability and adequacyof decision-making in part by furnishing oversight and advice bytaking the viewpoint of customers and employees, combined with amanagerial standpoint particularly regarding business execution,business strategy, and human resource strategy. Serving as thehead of the Nomination and Compensation Committee, she also
leads proceedings of committee meetings and has attended all 12committee meetings held during the fiscal year under review. She
has fully performed the oversight function in the process of selecting
Company officer candidates and making decisions on evaluations
involving officer remuneration and other compensation, utilizing 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 fulfills his role with respect to ensuring suitability and adequacyof decision-making in part by furnishing oversight and advice from amanagerial standpoint particularly regarding business execution,business strategy, and investment strategy. Serving as a member of
the Nomination and Compensation Committee, he has attended all
12 committee meetings held during the fiscal year under review andhas 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, utilizing his 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 has
also served as Chairperson of the Board of Directors since June
2022, and has appropriately fulfilled his duties and responsibilities,
contributing to enhancing the effectiveness of the Board of Directors.
He fulfills his role with respect to ensuring suitability and adequacyof decision-making in part by furnishing oversight and advice from amanagerial standpoint particularly regarding business execution,business strategy, increasing productivity, and cost structure reform.
Serving as a member of the Nomination and Compensation
Committee, he has attended all 12 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, utilizing his
position of objectivity and neutrality.

48

Position

Name

Director

Noriyuki Kuga

Director

Charles Yin

Audit &
Supervisory
Board Member

Takashi Yamashita

Audit &
Supervisory
Board Member

Ryuji Matsuda

Audit &
Supervisory
Board Member

Yoshihide
Shimoyama

Attendance and participation at meetings, and overview of duties
performed in relation to expected role
Attended all 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 fulfills his role with respect to ensuring suitability and adequacyof decision-making in part by furnishing oversight and advice from amanagerial standpoint particularly regarding business execution,
financial strategy, and corporate governance. Serving as a memberof the Nomination and Compensation Committee, he attended allnine meetings of the Committee held since June 23, 2022, when hebecame a member of the Committee, and has fully performed theoversight function in relation to selecting Company officer
candidates and engaging in the process of making decisions on
evaluations involving officer remuneration and other compensation,utilizing his position of objectivity and neutrality.
Attended all 14 meetings of the Board of Directors held on or afterJune 23, 2022 when he was appointed Director, and provided
necessary comments and advice on overall management as
appropriate from his perspective as a manager with rich experienceand profound critical insight. He fulfills his role with respect toensuring suitability and adequacy of decision-making in part by
furnishing oversight and advice from a managerial standpoint
particularly regarding business execution and global businessstrategy. Serving as a member of the Nomination and Compensation
Committee, he attended all nine meetings of the Committee held
since June 23, 2022, when he became a member of the Committee,
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, utilizing his position of objectivity and neutrality.
Attended all 18 meetings of the Board of Directors held in the fiscal
year under review, and offered the necessary comments based on
his expertise and rich experience in finance and accounting.
Furthermore, he attended all 18 meetings of the Audit & Supervisory
Board held in the fiscal year under review, and had regularexchange 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 the necessary comments based on
his expertise and rich experience as an attorney as well as infinance and accounting. Furthermore, he attended all 18 meetings of
the Audit & Supervisory Board held in the fiscal year under review,and had regular exchange 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 the necessary comments based on
his rich experience in the fields of management and audit.
Furthermore, he attended all 18 meetings of the Audit & Supervisory
Board held in the fiscal year under review, and had regularexchange with the Representative Director and President. He
examined the execution of the Directors’ duties mainly from his
perspective as a manager and Outside Audit & Supervisory Board
Member with rich experience and profound critical insight.

49

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
i)

ii)

Amount paid

Remuneration paid or payable to the Accounting Auditor concerning
the operation prescribed in the Certified Public Accountant Act, Article
2, paragraph (1)264Remuneration other than (i)25iii) Remuneration to be paid to the Accounting Auditor by the Company
and subsidiaries

290

Note: The Audit & Supervisory Board furnished its consent with respect to remuneration payable to the Accounting
Auditor upon having verified as necessary the content of the Accounting Auditor’s audit plan, circumstances withrespect to performing duties of the accounting audit, basis for calculating estimates of the remuneration and othersuch 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 provision offinancial services as non-audit services outside the scope prescribed in the Certified Public
Accountant Act, Article 2, paragraph (1).

50

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 corporategroup 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 the Policy to develop its internal control system.
i)

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 theCompliance 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 “Corporate Stances” of the “Group Corporate Philosophy,” the Company declares it shallhave 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 make systematic efforts in collaboration with outside specialized institutions,such as the police and attorneys, to prevent antisocial forces from being involved inmanagement and prevent possible damage caused by antisocial forces.

ii)

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.

iii) 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.
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.
51

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.
iv) 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 once or more a month. In addition,material matters to be deliberated at the Board of Directors Meeting shall be discussed andexamined 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.
v)

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 the status of compliance promotion 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.

vi) 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 the “Group Corporate Philosophy.” The Company and eachGroup company shall formulate their company rules and execute business operations
accordingly.

52

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.
vii) 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.
viii) 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.
ix) Framework for reporting to Audit and Supervisory Board Members by directors andemployees of the Company and framework for reporting to Audit & Supervisory Board
Members of the Company by directors, Audit & Supervisory Board Members and employeesof 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 and 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
company
ii. The Company and each Group company shall create a framework to ensure that persons
who have reported to Audit & Supervisory Board Members of the Company and eachGroup company are not treated disadvantageously because of the said report.
x)

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.

xi) 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
53

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 on the progress and results ofinternal audits of the Company and each Group company as necessary to Audit &Supervisory Board Members to realize a collaborative framework for effective audits.
iv. Audit & Supervisory Board Members of the Company and each Group company shallexchange information and enhance collaboration throughout the Group at Group Audit andSupervisory 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.
i)

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
in accordance with decision-making standards, and also discuss matters and makeresolutions with respect to key issues of mid- to long-term management strategies
encompassing areas such as growth strategy, investment, capital management policy andhuman resource strategy.

ii)Compliance
We regard compliance as one of the top priority issues in our business management, andhave established a Compliance and Risk Committee and a division in charge of compliancepromotion at the Company and our Group companies in order to manage and monitor the
implementation of compliance. In the event of matters requiring correction, there is aframework in place, where the Committee will directly provide guidance and recommendations
to the manager of the relevant division, hear the results of the correction, and report theresults to the Board of Directors and the Audit & Supervisory Board.
There is also a mechanism established for a Group internal reporting system that allows
employees of the Company and our Group companies to report directly in the event ofcompliance violation.
In addition, in order to be a corporate Group broadly trusted by society, we have declared in
the “Corporate Stance” of our “Group Corporate Philosophy” that we will resolutely reject any
relationship with antisocial forces or groups that threaten the order and safety of civic life, andhave already established a dedicated department in the Group. This dedicated department
works in cooperation with the police, lawyers, and other external organizations to prevent
involvement in management by antisocial forces and damage to the company.

54iii) 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.
Any emergency situation is accurately and promptly assessed and reported without delay tothe relevant parties within the Company, including Directors and Audit & Supervisory Board
Members, in accordance with the Group’s common framework for reporting emergencies.
In addition, in order to prevent situations that could have a significant impact on corporate
activities, major risks are identified, case examples are shared and countermeasures are
discussed at the Compliance and Risk Committee of the Company and our Group companies.
iv) 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, and effectively monitor operations in a manner that is coordinated with Groupmanagement.

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

55

Consolidated Balance Sheet(As of March 31, 2023)(Millions of yen)

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

Liabilities
484,647

344,758

Current liabilities

185,373

Notes and accounts payable - trade160,766

216,251

Short-term borrowings

10,00050,509Lease obligations

5,415

Inventories

2,580

Income taxes payable

16,911

Other

31,406

Deferred installment income

4,797

Allowance for doubtful accounts(1,474)

Provision for bonuses

36,918

Other

109,949

Non-current assets

622,940
443,017

Non-current liabilities

146,398

Buildings and structures

153,483

Lease obligations

32,858

Machinery and equipment

18,953

Deferred tax liabilities

Vehicles

30,205

Land

179,811

Leased assets

34,146Retirement benefit liability
Provision for share awards for directors(and other officers)
Other

Construction in progress

12,379Other

14,037

Property, plant and equipment

Intangible assets
Software
Other

482

Total liabilities

98,295
162
14,599491,156

Net assets

43,75938,149

Shareholders’ equity

598,130

5,609

Share capital

127,234

136,163

Capital surplus

36,83942,758Retained earnings

473,891

Long-term loans receivable

5,258

Treasury shares(39,835)

Leasehold deposits

22,317

Investments and other assets
Investment securities

Retirement benefit asset

20

Accumulated
incomeothercomprehensive

Other

3,513

Valuation difference on available-for-salesecurities
Foreign currency translation adjustment

Allowance for doubtful accounts(1,996)

Remeasurements of defined benefit plans

Deferred tax assets

64,291

Non-controlling interests
Total net assets
Total assets

1,107,587

Total liabilities and net assets

56

12,250
9,280
1,781
1,188
6,049
616,430
1,107,587

Consolidated Statement of Income(From April 1, 2022 to March 31, 2023)(Millions of yen)
Operating revenue

1,800,668

Operating cost

1,687,241

Operating gross profit

113,426

Selling, general and administrative expenses

53,341

Operating profit

60,085Non-operating income
Interest and dividend income

1,914

Other revenue

2,269
4,184

Non-operating expenses
Interest expenses

904

Share of loss of entities accounted for using equity method

4,158

Other

1,140

Ordinary profit

58,066

6,203

Extraordinary income
Gain on sales of non-current assets

95

Gain on sales of investment securities

1,970

Other

141
2,207

Extraordinary losses
Loss on retirement of non-current assets

499

Amount of impairment loss

1,994

Loss on sale of investment securities

4

Loss on valuation of investment securities

2

Dismantling and removal cost

753

Provision of allowance for doubtful accounts

182

Other

21
3,458

Profit before income taxes

56,815

Income taxes-current

23,017

Income taxes-deferred(11,623)
11,39345,421

Profit(476)

Net loss attributable to non-controlling interests

45,898

Profit attributable to owners of parent

57

Consolidated Statement of Comprehensive Income(From April 1, 2022 to March 31, 2023)(Millions of yen)
Profit45,421Other comprehensive income
Valuation difference on available-for-sale securities(2,222)Foreign currency translation adjustment

2,292

Remeasurements of defined benefit plans, net of tax

677

Share of other comprehensive income of entities accounted for using equity method(54)

Total other comprehensive income

692

Comprehensive income

46,114(Breakdown)Comprehensive income attributable to owners of parent
Comprehensive income attributable to non-controlling interests

58

46,597(483)

Consolidated Statement of Changes in Equity(From April 1, 2022 to March 31, 2023)(Millions of yen)
Shareholders’ equity
Capitalsurplus

Share capital
Balance as of April 1, 2022

127,234

Retainedearnings

36,813

Total
shareholders’equityTreasuryshares464,494(49,551)

578,991

Changes during period
Dividends of surplus(16,783)(16,783)

Profit attributable to owners of parent
Purchase of treasury shares

45,89845,898

Disposal of treasury shares
Cancellation of treasury shares(0)Changes in parent equity attributable totransactions with non-controlling interests
Net changes in items other thanshareholders’ equity(10,001)00(19,717)

19,717–25

Total changes during period
Balance as of March 31, 2023

(10,001)
(0)

25

–

25

9,397

9,715

19,138127,234

36,839473,891(39,835)

598,130(Millions of yen)
Accumulated other comprehensive income
Valuation
Total
Remeasurdifference
Foreignaccumulat
ements ofoncurrency
ed otherdefinedavailabletranslation
comprehenbenefitfor-saleadjustment
sive
plans
securities
incomeBalance as of April 1, 2022

11,498(513)

565

11,551

Noncontrollinginterests

Total net
assets7,690

598,233

Changes during period
Dividends of surplus(16,783)

Profit attributable to owners of parent
Purchase of treasury shares

45,898(10,001)

Disposal of treasury shares

0Cancellation of treasury shares–

Changes in parent equity attributable totransactions with non-controlling interests
Net changes in items other thanshareholders’ equity

25(2,218)

2,295

622

699

(1,641)(942)

Total changes during period(2,218)

2,295

622

699

(1,641)

18,196

Balance as of March 31, 2023

9,280

1,781

1,188

12,2506,049

616,43059

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:
29
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) LIMITED YAMATO
BOX CHARTER CO., LTD
Yamato System Development Co., Ltd.
Yamato Autoworks Co., Ltd.
Effective from the beginning of the fiscal year under review, Yamato Web Solutions Co., Ltd. is
excluded from the scope of consolidation given that they have ceased to exist as a result of anabsorption-type merger in which Yamato System Development Co., Ltd. is the surviving
company.

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 Method1)

Number of Affiliates Accounted for Using Equity Method: 24
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, Sweetmag Solutions (M) Sdn. Bhd.
and one other company are included in the scope of the equity method due to the acquisition of
new shares by GDEX BHD., an entity accounted for using the equity method.

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 evenwhen taken together as a group, given the immateriality of their profit (the amount corresponding
to the ownership held by the Company), retained earnings (the amount corresponding to theownership held by the Company) and other financial results.

3)

Special Note on the Application of Equity Method
The fiscal year-end dates of certain entities accounted for using the equity method differ from theconsolidated fiscal year-end date, and accordingly the financial statements have been preparedon the basis of the financial statements and provisional financial results for the respective fiscal
years of 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, 2022, and March 31, 2023, which is the consolidated closing date.

60

(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 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)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, bookvalue is written down based on the decreased profitability)3)

Depreciation and Amortization Methods of Non-current Assets
Property, plant and equipment (excluding leased assets): Straight-line method
Intangible assets (excluding leased assets): Straight-line method. However, software isamortized by the straight-line method over the estimateduseful life (five years).
Leased assets:
Straight-line method where the useful life of leased assets
shall be equal to the lease period and their residual value
shall be zero.

4)

Accounting Method for Provision
Allowance for doubtful accounts
The allowance for doubtful accounts is provided to prepare for 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.
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.
Provisions for share based remuneration for officers
In preparation for the payment of shares based on the Regulations on Share-based
Remuneration for Officers, the expected amount of compensation is recorded according to
the points allocated to Officers.

5)

Method of Accounting for Retirement Benefits
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 of time (mainly five years), which is within the average remaining years of service ofthe eligible employees.
iii. Method of accounting for unrecognized actuarial difference
Unrecognized actuarial difference is accounted for in remeasurements of defined benefiti.

61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 (the normal
time for recognizing revenues).
i.

ii.

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, based oncontracts with customers, the Company provides pickup and delivery services at the requestof customers, and revenues from these services are recognized in proportion to the fulfillmentof performance obligations measured by the progress of deliveries, since other companies are
not required to re-perform the transportation process that has already been executed even if
the delivery to the designated destination cannot be completed.
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 thecollection, storage, packing, and delivery of cargo based on contracts with customers, andrecognizes each contractually agreed-upon process as a performance obligation. The
Company recognizes revenue for each process under the contract as the fulfillment of theperformance obligation, which is measured by the progress of the work, as the customer
receives the economic benefit of the work as it progresses.

2. 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 forthe 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:
443,017 million yen
Intangible assets:
43,759 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 otherassets or asset groups.
The criteria of the asset groups are the management accounting classification and the unit used forinvestment decision making, and for Yamato Transport Co., Ltd., the four Business Divisions of Retail,Corporate, Global SCM, and EC were grouped as the smallest cash flow generating units, and assets
associated with the Transportation Division and Head Office were classified as common assets.
The majority of the above property, plant and equipment and intangible assets are held by the Retail
Business Unit, and the undiscounted future cash flows used in determining the recognition of
impairment losses on property, plant and equipment for this business segment are based on futurebusiness plans that include TA-Q-BIN unit prices and TA-Q-BIN volumes as key assumptions. If theseassumptions need to be revised due to uncertain future economic and business conditions, it could
have a material impact on the consolidated financial statements in subsequent periods.

62

3. 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.
(1) Overview of transactions
The System is a performance-linked and share-based remuneration system under which theCompany’s shares are acquired through a trust using money contributed by the Company as thesource of funds (the “Trust”), and the Officers are provided with the Company’s shares and an amountof money equivalent to the market value of the Company’s shares (the “Company’s Shares, Etc.”)
through the Trust in accordance with the Regulations on Share-based Remuneration for Officers
established by the Company. The Officers shall receive the Company’s Shares, Etc. upon theirretirement, in principle.
(2) Accounting procedures
Accounting for the trust shall be carried out in accordance with the “Practical Solution on Transactionsof Delivering the Company’s Own Stock to Employees etc. through Trusts” (ASBJ Practical Issues
Task Force (PITF) No. 30, March 26, 2015).
(3) Shares of the Company remaining in trust
Shares of the Company remaining in trust are to be recorded as treasury shares under net assets atbook value in trust (excluding incidental expense amounts). There are 483 thousand shares of suchtreasury shares at a book value of 1,376 million yen as of March 31, 2023.
(Dissolution and Liquidation of Subsidiaries)
At the Company's Board of Directors meeting held on February 17, 2023, the Company resolved toliquidate its consolidated subsidiaries, YAMATO ASIA PTE. LTD. and YAMATO INVESTMENT (HONG
KONG) LIMITED.
(1) Reasons for Dissolution and Liquidation
As the Company progresses with the reconstruction of an appropriate governance structure thataligns with business scale, characteristics, country/region-specific factors, and the growth stage ofoverseas operations, the Company has determined the need to reorganize the current management
structure based on the previous overseas governance framework. Consequently, the Company
decided to initiate the liquidation of YAMATO ASIA PTE. LTD. and YAMATO INVESTMENT (HONG
KONG) LIMITED.
(2) Name, Business Content and Ownership of Subsidiary
1)
2)
3)
1)
2)
3)

Name
YAMATO ASIA PTE.LTD.
Content of business
Management of regional operations in Southeast Asia, businessdevelopment and market research
Ownership
100% owned by the Company
Name
YAMATO INVESTMENT (HONG KONG) LIMITED
Content of business
Management of regional operations in East Asia, businessdevelopment and market research
Ownership
100% owned by the Company(3) Timing of Dissolution and Liquidation
・

Board of Directors Resolution (the Company)

63

February 17, 2023

・

Extraordinary General Meeting of Shareholders (companies concerned)(planned)・Completion of liquidation

July, 2023

October, 2023 (planned)(4) Status and Total Liabilities of the Subsidiaries(YAMATO ASIA PTE.LTD.)Net assets 3,675 million yen
Total assets3,767 million yen
Total liabilities 92 million yen
YAMATO INVESTMENT (HONG KONG) LIMITEDNet assets 6,172 million yen
Total assets6,176 million yen
Total liabilities 3 million yen(5) Impact on Profit/Loss due to the Dissolution and Liquidation
The impact caused by expenses incurred due to the dissolution and liquidation of subsidiaries on
profit and loss is minor.
(6) Significant Impact of the Dissolution and Liquidation on Business Activities
The impact of the dissolution and liquidation of the subsidiaries on business activities is minor.
(Application of Japanese Group Relief System)
The Company and some of its domestic consolidated subsidiaries have obtained approval for theapplication of the Japanese Group Relief System during the current fiscal year, and therefore, startingfrom the next fiscal year, will transition from the independent taxation system to the Japanese Group
Relief System. Regarding the accounting treatment and disclosure related to tax effect accounting forcorporate income tax and local corporate tax from the end of the current fiscal year, the Company isapplying the 'Accounting Treatment and Disclosure of the Japanese Group Relief System' (Practical
Solutions No. 42, August 12, 2021)."
4. 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
979 million yen
Accounts receivable - trade184,569 million yen
Contract assets
4,793 million yen
2)

Amount of contract liabilities included in other current liabilities
Contract liabilities
14,263 million yen(2) Accumulated depreciation of property, plant and equipment:

512,607 million yen(3) Balance of liabilities on guarantee
Guarantee of obligation for debt financing:20 million yen
5. 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 otherrevenues. The amount of revenue from contracts with customers is presented in “8. Revenue
Recognition (1) Information on breakdown of revenue from contracts with customers” in the Notes toConsolidated Financial Statements.
(2) Impairment loss
During the fiscal year under review, the Yamato Group posted an impairment loss on the following
asset group.

64Impairment loss
(Millions of yen)

Use of asset

Type of asset

RegionSales office andother

Software,machinery andequipment, otherCredit Card Payment Business Unit andDeferred Payment Outsourcing Division
Business Unit of Yamato Credit &Finance Co., Ltd. (Toshima-ku, Tokyo))Three other premises

1,994

The Yamato Group uses management accounting classification and the unit used for investment
decision making as criteria, and for Yamato Transport Co., Ltd., the four Business Divisions of Retail,Corporate, Global SCM, and EC were grouped as the smallest cash flow generating units, and assets
associated with the Transportation Division and Head Office were classified as common assets.
During the fiscal year under review, the Group recognized no future usage and a continuous decreasein profit and loss arising from operating activities or significant declines in market prices for the asset
group consisting of the Credit Card Payment Business Unit and Deferred Payment Outsourcing
Division Business Unit of Yamato Credit & Finance Co., Ltd. and 4 other premises, and it decreased
the book value of the relevant asset group to the recoverable value and posted the relevant decreaseof 1,994 million yen to extraordinary losses as an impairment loss.
A main breakdown of this decrease shows that 1,013 million yen was attributable to software and 740
million yen was attributable to machinery and equipment.
If the recoverable value of such asset group is calculated based on value in use, the amount is valued
by discounting future cash flows with a discount ratio (mainly 5.29%). Where the recoverable value iscalculated based on net realizable value, idle assets are assumed to be zero, and assets other thanidle assets are valued based mainly on real estate appraisal standards, the assessed value of
property tax or the posted land price.
6. 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*1

388,575–(8,750)379,824

Total

388,575–m(8,750)379,824

Common shares*2

22,084

4,218(8,750)17,552

Total

22,084

4,218(8,750)17,552

Issued shares

Treasury shares(Notes)1.The decrease of 8,750 thousand shares in the number of common shares issued is due to the cancellation oftreasury stock held.
2. 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 atthe end of the fiscal year under review).
The increase of 4,218 thousand shares of treasury shares of common shares is mainly due to the purchase of
4,217 thousand treasury shares.
The decrease of 8,750 thousand shares of treasury shares of common shares is mainly due to the cancellationof 8,750 thousand treasury shares.

(2) Dividends
1)Payments of dividends

65

Resolution

Type of shares

Total amount ofdividends(Millions of yen)

Dividend per
share

Record date

Effective date on
and after

May 17, 2022
Common8,440
23 March 31, 2022
June 2, 2022
Board of Directors
sharesNovember 7, 2022
CommonSeptember 30,
December 9,
8,343
23
Board of Directors
shares2022
2022
Notes:1. 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).
2. The total amount of dividends resolved by the Board of Directors on November 7, 2022, includes dividends of
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(Millions ofyen)

Source ofdividend

Dividend per
share

Record date

Effective dateon and after

May 17, 2023
CommonRetained
March 31,
Board of
8,343
23
June 2, 2023
sharesearnings
2023
Directors
Note: The total amount of dividends resolved by the Board of Directors on May 17, 2023, includes dividends of 11 million
yen for the Company’s shares held by the Board Benefit Trust (BBT).

7. Notes to the Financial Instruments(1) Matters concerning the status of financial instruments
1) Policy on financial instruments
To finance further business growth, the Yamato Group raises capital through bank loans andbond issuances based on a facilities investment scheme that includes the network development
plan. One-time surplus funds are invested in safe financial assets. Derivative products are mainly
used for hedging against variable interest rate risk, and no speculative transactions areundertaken.
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 ofeach trading partner.
Regarding investment securities, the Yamato Group mainly holds shares of companies withwhich the Group has business relationships or forms a capital alliance, and such shares involve
the risk of stock price fluctuations.
The majority of operating payables, such as notes and accounts payable - trade, are due within
one year.
Short-term borrowings and long-term borrowings are mainly used to raise capital for 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,
as well 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,
2023, their fair values, and differences between them.
(Millions of yen)66

Amount on the
consolidated balance
sheet
Notes and accounts receivable trade and contract assets

216,251

Allowance for doubtful accounts(260)
215,990

Difference

216,02837

44,76949,135

4,366

21,00021,000

–

4,309

5,805

1,496

[10,000][10,000]–

Accounts receivable - installment

50,509Allowance for doubtful accounts(942)

Deferred installment income

Fair value[4,797]

Investment securities
Available-for-sale securities
Shares of
associates

subsidiaries

Short-term borrowings

andNotes: 1. Items recognized as liabilities are shown in square parentheses [ ] both under Amount on the consolidatedbalance sheet and Fair value.
2. Cash and deposits are omitted because they are settled in a short period of time and their fair value
approximates their book value.
3. 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 short term.
4. Accounts receivable - installment is presented after deducting the relevant allowance for doubtful accounts anddeferred installment income.
5. Stocks and other securities that have no market price are not included in investment securities. Such financial
instruments are unlisted equity and investments in capital, which amounted to 10,053 million yen in the
consolidated balance sheets.
6. Investments in partnerships and other similar entities that are recorded on the consolidated balance sheets at 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 7,395 million yen.
7. 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 other items
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 the active
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

67

Item

Fair value (Millions of yen)
Level 1

Level 2

Level 3

Total

Investment securities
Available-for-salesecurities
StocksTotal assets

2)

21,000––21,00021,000––21,000Financial instruments other than those carried on the consolidated balance sheet at fair value
Item

Fair value (Millions of yen)
Level 1

Notes and accounts
receivable - trade andcontract assets
Accounts receivable installment

Level 2

Level 3

Total–

216,028–

216,028–

49,135–

49,135

5,805

–

–

5,805

5,805

265,163–

270,969

Short-term borrowings–

10,000–10,000Total liabilities–

10,000–10,000Investment securities
Shares of subsidiaries
and associates
StocksTotal assets

Notes: 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 amount of
the receivable, the period to maturity and the interest rate that takes into account credit risk for each receivableclassified 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 basedon the amount of the receivable, the period to maturity and the interest rate that takes into account credit risk foreach 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 andcredit risk and is classified as Level 2 fair value.

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

68

Retail Business
Unit

Corporate
Business Unit

1,191,264

617,221

24,616

1,833,103

3,352

259,525–

262,877

25,85833,357

151,751

210,967

1,220,475

910,104

176,368

2,306,948

–

–

3,436

3,436

Transportation income
Logistical support income
Other
Revenue from contracts withcustomers
Other revenue (Note 2)
Total

Other
Note 1Total

1,220,475

910,104

179,804

2,310,385

Operating revenue or transfers
within the segment(2,563)(47,596)(7,772)(57,932)

Operating revenue by segment

1,217,911

862,508

172,0322,252,452

Operating revenue or transfers(323,337)(16,454)(111,991)(451,783)
between segments
Operatingrevenuefrom
894,574
846,053
60,0401,800,668
customers
Notes:1. Other includes Yamato System Development Co., Ltd. (information systems development), and Yamato
Autoworks Co., Ltd. (collective vehicle management agent business for transportation companies).
2. 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.
(3) Information about the relationship between the satisfaction of performance obligations under contracts
with customers and cash flows from such contracts, and the amount and timing of revenue expected
to be recognized in subsequent periods from contracts with customers that existed at the end of the
fiscal year under review
1) Financial instruments carried on the consolidated balance sheet at fair value(Millions of yen)
Fiscal year ended
March 31, 2023
Receivables from contracts with customers (beginning balance)

188,004

Receivables from contracts with customers (balance at end of period)

185,549

Contract assets (beginning balance)

4,688

Contract assets (balance at end of period)

4,793

Contract liabilities (beginning balance)

12,887

Contract liabilities (balance at end of period)

14,263Contract 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 arereclassified 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 10,427 million yen.
The amount of revenue recognized in the fiscal year under review from performance obligations

69

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 allocatedto 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 isentitled to receive consideration directly corresponding to the value to the customer of the 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 the remaining
performance obligations.
The performance obligations with an initial expected term of one year or less mainly relate to courier
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 thatare not included in the transaction price.
9. Per Share Information(1) Net assets per share(2) Basic earnings per shareNote:

1,684.87 yen
126.64 yen

The number of shares of common stock at the end of the fiscal year under review and the average number ofshares of common stock during the fiscal year under review used for the calculation of net assets per share andbasic earnings per share are calculated by deducting the number of shares held in the Company’s own nameand the number of shares of the Company’s stock held by the Board Benefit Trust (BBT) (483 thousand sharesat the end of the fiscal year under review and 483 thousand shares in the average number of shares during the
fiscal year under review).

10. Significant Subsequent Events(Purchase and cancellation of treasury shares)
At its meeting held on May 10, 2023, the Board of Directors resolved matters related to the purchase oftreasury shares of the Company in accordance with the provisions of the Articles of Incorporation,
pursuant to Article 459, paragraph (1), item (i) of the Companies Act, and also resolved cancellation oftreasury shares of the Company in accordance with the provisions of Article 178 of the Companies Act.
(1) Reason of purchase and cancellation of treasury shares
The Company purchases and cancels its treasury shares to improve capital efficiency and enhanceshareholder returns.
(2) Content of matters related to the purchase of treasury shares
Type of shares to be purchased Common shares of the Company
Total number of shares to be purchased Up to 22,000,000 shares(Ratio to the total number of issued shares (excluding treasury
shares): 6.06%)(Note) The aforementioned treasury shares do not include theCompany’s share held by BBT (Board Benefit Trust).
Total acquisition price of shares to be purchased
Up to 50.0 billion yen
Acquisition period
From May 17, 2023 to February 29, 2024
Acquisition method
Through the market(3) Content of cancellation of treasury shares
Type of shares to be cancelled
Common shares of the Company
Total number of shares to be cancelled All of the treasury shares to be purchased through 2. above
Scheduled date of share cancellation March 29, 202470

Non-consolidated Balance Sheet(As of March 31, 2023)(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:
Buildings
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
Deferred tax assets
Other
Allowance for doubtful accounts
Allowance for investment loss

Liabilities
63,38340,23671
14,736
6,847
1,491
361,762
13,426
1,280

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

Non-current liabilities
Provision for retirement benefits:
Provision for share awards for directors(and other officers)
Other

381

6,632
5,095 Total liabilities
36
Net assets
858 Shareholders’ equity
857
Share capital
1
Capital surplus
347,477
Legal capital surplus
26,771Retained earnings
295,784
Other retained earnings
16,089General reserve
8,862
Retained earnings brought forward
1,728
Treasury shares(402) Valuation and translation adjustments
Valuation difference on available-for(1,357)
sale securities

Total net assets
Total assets

425,145

Total liabilities and net assets

71

90,665442
10,000434
79,564
3
220
611
128
162
321
91,277
325,761
127,234
36,82236,822201,539
201,539
138,965
62,573(39,835)
8,106
8,106
333,868
425,145

Non-consolidated Statement of Income(From April 1, 2022 to March 31, 2023)(Millions of yen)
Operating revenue

47,189Selling, general and administrative expenses

7,022

Operating profit

40,167

Non-operating income
Interest and dividend income

1,823

Leasing income

2,017

Other revenue

568
4,408

Non-operating expenses
Interest expenses

7

Facility charges

2,017

Other

435

Ordinary profit

42,1162,459

Extraordinary income
Gain on sales of investment securities

1,970

Gain on sales of shares of subsidiaries and associates

16

Provision of allowance for investment loss

517

Other

9
2,513

Extraordinary losses
Provision of allowance for doubtful accounts

1,020

Dismantling and removal cost

753

Other

40
1,814

Profit before income taxes

42,815

Income taxes-current

1,909

Income taxes-deferred(11,348)(9,439)Profit52,25572

Non-consolidated Statement of Changes in Equity(From April 1, 2022 to March 31, 2023)(Millions of yen)
Shareholders’ equity
Capital surplus

Balance as of April 1, 2022

Share capital

Legal capitalsurplus

Other capitalsurplus

Total capitalsurplus127,234

36,822036,822Retained earnings
Other retained earnings
Retainedearnings
General reserve
brought
forward46,819138,965

Changes during period
Dividends of surplus(16,783)

Profit52,255Purchase of treasury shares
Disposal of treasury shares

(0)

(0)

(0)

Cancellation of treasury
sharesNet changes in items otherthan shareholders’ equity
Total changes during period

–

–

(0)

(0)

–

15,754

Balance as of March 31, 2023

127,234

36,822–36,822

138,965

62,573(19,717)(Millions of yen)
Shareholders’ equity

Balance as of April 1, 2022

Retainedearnings
Total retained
earnings

Treasury shares

Total
shareholders’equity185,785(49,551)

300,291

Valuation andtranslation
adjustments
Valuationdifference on
available-for-salesecurities
10,305

Total net assets

310,596

Changes during period
Dividends of surplus(16,783)(16,783)(16,783)

Profit52,25552,25552,255Purchase of treasury shares
Disposal of treasury shares
Cancellation of treasury
sharesNet changes in items otherthan shareholders’ equity
Total changes during period
Balance as of March 31, 2023

(10,001)(10,001)(10,001)

(0)

0

0

0

(19,717)

19,717––(2,198)(2,198)15,754

9,715

25,469(2,198)23,271

201,539(39,835)

325,7618,106

333,86873

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, 2023.
1)

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 to74

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.
Provisions for share based remuneration for officers
In preparation for the payment of shares based on the Regulations on Share-based Remuneration
for Officers, the expected amount of compensation is recorded according to the points allocated to
Officers.
2)(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. 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.
4. 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

295,784 million yen(1,357) 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.

75

5. Notes on 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 raisingawareness 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 “3. Notes on Additional Information” on the Notes to Consolidated
Financial Statements and thus omitted.
(Dissolution and Liquidation of Subsidiaries)
At the Company's Board of Directors meeting held on February 17, 2023, the Company resolved toliquidate its subsidiaries, YAMATO ASIA PTE. LTD. and YAMATO INVESTMENT (HONG KONG)
LIMITED.
For details, please refer to “3. Notes on Additional Information” in the Notes to Consolidated Financial
Statements.
6. Notes to the Non-consolidated Balance Sheet(1) Accumulated depreciation of property, plant and equipment:
1,195 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:
298 million yen(3) Monetary receivables from, and monetary payables to, subsidiaries and associates
Short-term monetary receivables:
15,465 million yen
Long-term monetary receivables:
14,769 million yen
Short-term monetary payables:
79,892 million yen
7. Notes to the Non-consolidated Statement of Income
Transaction with subsidiaries and associates:
Operating revenue
Operating expenses
Non-operating transactions

47,197 million yen
2,844 million yen
3,078 million yen

8. 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

22,084

4,218

Number of decreased
shares in fiscal year
under review

Number of shares as ofend of fiscal year underreview

8,750

17,552

Notes: 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 4,218 thousand shares of treasury shares of common shares is mainly due to the purchase of
4,217 thousand treasury shares.
The decrease of 8,750 thousand shares of treasury shares of common shares is mainly due to the cancellation of
8,750 thousand treasury shares.

769. 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

48

Provision for retirement benefits:

39

Loss on valuation of investment securities

643

Shares of subsidiaries and associates

61,649

Other

804
Subtotal

Allowance for devaluation

63,186(51,972)

Total

11,213

Deferred tax liabilities
Valuation difference on available-for-sale securities(2,294)

Other

(57)
Total

Net deferred tax assets(2,351)

8,862

The Company has obtained approval for the application of the Japanese Group Relief System during thecurrent fiscal year, and therefore, starting from the next fiscal year, will transition from the independent
taxation system to the Japanese Group Relief System. Regarding the accounting treatment and disclosure
related to tax effect accounting for corporate income tax and local corporate tax from the end of the current
fiscal year, the Company is applying the 'Practical Solution on the Accounting and Disclosure Under theGroup Tax Sharing System' (Practical Solutions No. 42, August 12, 2021)."77

10. Notes to Dealings with Related Parties
Subsidiaries, Etc.
(Millions of yen)
StatusCompany

Location

CapitalMain businessHolding ofvoting rights

Relationship
Concurrent
positions held byofficers

Direct holdings
100.0%

Concurrently 4
persons

Direct holdings
100.0%

Concurrently 2
persons

Direct holdings
70.0%

None

Direct holdings
100.0%

Concurrently 2
persons

Subsidiary

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

Subsidiary

YamatoAutoworks Co.,Ltd.

Chuo-ku, Tokyo

30

Company

Relationship
Businessrelationships

Installment credit
and financeservices
VehicleManagement
Service business(Millions of yen)
Status

Subsidiary

YamatoTransport Co.,Ltd.

Subsidiary

Yamato System
Development
Co., Ltd.

Subsidiary

Yamato Credit &Finance Co., Ltd.

Executive
management

Executive
management
Executive
management
Loans for funding

Subsidiary

Notes:

YamatoAutoworks Co.,
Ltd.

Executive
management

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

DealingamountAccount item

Balance at
end of period

5,230

–

–

2,104

Trade accounts
payable210

Leasing income

2,017

Other current
assets192

Funding
Payment ofinterest
Funding
Payment ofinterest
Loans for working
capitalRepayment ofworking capital
Receipt ofinterest

18,362

Deposits
received

53,431

Deposits
received

14,298

Short-term loans
receivable
Long-term loans
receivable

13,867
12,894

Funding(3,474)

Deposits
received

5,046

Payment ofinterest

1(9,281)
0
5,901
280
24

0

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 dealing amount of loans provided as working capital to Yamato Credit & Finance Co., Ltd. records the net
amount of increase or decrease during the period.
(6) To prepare for the loss of business in subsidiaries, an allowance for doubtful accounts of 67 million yen forloans receivable was recorded in the fiscal year under review. The balance of allowance for doubtful accounts
was 402 million yen.

78

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

921.59 yen
144.17 yen

Note: The number of shares of common stock at the end of the fiscal year under review and the average
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 the Company’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).
12. Notes on Important Subsequent Matters(Purchase and cancellation of treasury shares)
Information on purchase and cancellation of treasury shares is described in “10. Significant Subsequent
Events” on the Notes to Consolidated Financial Statements and thus omitted.

79

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

INDEPENDENT AUDITOR’S REPORTMay 11, 2023

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

Shinji Seki

CPA

Yusuke Kumei

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, 2023 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, 2022 to March 31, 2023, 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.
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

80

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 theassumption of a going concern by management, and based on the audit evidence obtained, whether
a material uncertainty exists related to events or conditions that may cast significant doubt on 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 the81consolidated 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.

82

(TRANSLATION)

Audit Report of Accounting Auditor on Non-consolidated Financial Statements

INDEPENDENT AUDITOR’S REPORTMay 11, 2023

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

Shinji Seki

CPA

Yusuke Kumei

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, 2023 of
Yamato Holdings Co., Ltd. (the “Company”), and the Non-consolidated Statement of Income and Nonconsolidated Statement of Changes in Equity for the 158th fiscal year from April 1, 2022 to March 31, 2023,
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.

83

Our responsibility in auditing the non-consolidated financial statements is to read the other information
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
84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 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.

85

(TRANSLATION)

Audit Report of the Audit & Supervisory Board

AUDIT REPORTRegarding the performance of duties by the Directors for the 158th business year from April 1, 2022 to March
31, 2023, 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, November 16, 2021) 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

86

(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 11, 2023
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

87

Yoshihiro Kawasaki(seal)

Tsutomu Sasaki(seal)

Takashi Yamashita(seal)

Ryuji Matsuda(seal)

Yoshihide
Shimoyama(seal)

Access to the Venue
Date and time:
Meeting venue:

TEL:

Friday, June 23, 2023, 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 district

15 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.

● If you do not attend the meeting in person, please exercise your voting rights prior to themeeting by mail or by electromagnetic means such as the Internet.
● 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 6 of thisnotice.
● If future developments necessitate a major change in the holding of the meeting or in the way
the meeting will be run, the Company will revise the information at its website below as needed.
https://www.yamato-hd.co.jp/investors/stock/meeting/88