The following is an English translation of the Notice of the 159th 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
May 30, 2024
Start date of measures for electronic provision: May 29, 2024

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

Notice of the 159th Ordinary General Meeting of Shareholders
We are pleased to announce that the 159th 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 stock 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 20, 2024 (JST).

1

When exercising
voting rights by mailPlease indicate your vote “for” or “against” each of the itemson the enclosed Voting Rights Exercise Form, and returnthe form to the Company by 5:00 p.m., Thursday, June 20,2024 (JST).

When exercising
voting rights via theInternet

Please review the “Exercise of Voting Rights via theInternet” on page 4 and enter your vote for each of the items
by 5:00 p.m., Thursday, June 20, 2024 (JST).

When exercising
voting rights byattending the meeting

Please bring the enclosed Voting Rights Exercise Form andpresent the form to the person at reception.

2

The 159th Ordinary General Meeting of Shareholders
1. Date and Time:

Friday, June 21, 2024, 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 159th Fiscal Year (from April 1, 2023 to March
31, 2024)
2.

Report of the Non-consolidated Financial Statements for the 159th
Fiscal Year (from April 1, 2023 to March 31, 2024)

Matters to be resolved:
Agenda Item 1.
Election of Seven (7) Directors
Agenda Item 2.
Election of Two (2) Audit & Supervisory Board Members
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 and◎audit report, respectively.
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/

3

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

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.

4

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

Method of viewing
the livestream

Friday, June 21, 2024, from 10:00 a.m.
*Access to the livestream is exclusive to shareholders with rights to attend thisOrdinary General Meeting of Shareholders.

*

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

(1) With personal computeri) Please access the URL below.
URL: https://vgm.smart-portal.ne.jpii) Please click the login button after entering the ID and password shown on
the “Notice Regarding the Livestreaming of the 159th 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 159th
Ordinary General Meeting of Shareholders” enclosed with this notice.

Matters to takecare of whenviewing

Inquiries

Please be aware that livestream viewership of the General Meeting of
Shareholders is not legally regarded as attendance at the meeting.



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



Shareholders shall bear their own expenses for connection to the Internet.



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

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



If some kind of future development prevents the livestreaming from taking
place, shareholders will be informed on our website (https://www.yamatohd.co.jp/investors/stock/meeting/)

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

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

Election of Seven (7) Directors

The terms of all the eight (8) Directors currently in office will expire at the close of this General Meetingof Shareholders. Accordingly, we would like to propose the election of seven (7) Directors.
The following are the candidates for Directors.
Please note that Mariko Tokuno, Shiro Sugata, Noriyuki Kuga, Charles Yin, and Junichiro Ikeda 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

7 years2

Toshizo Kurisu

Reelection

Male

Representative Director,
Executive Officer and Vice
President

2 years

3

Mariko Tokuno

Reelection

OutsideDirector

7 years

Independent

FemaleReelection

OutsideDirector

5 years

Director

4 years

Director

2 years

4

5

6

7

Shiro Sugata

Noriyuki Kuga

Independent

Male

Reelection

OutsideIndependent

Male

Reelection

OutsideCharles Yin

Junichiro Ikeda

New election
OutsideIndependentMale

New election

OutsideIndependent

Male

―

―

New candidates for Directors

Reelection

Candidates for Directors to be reelected

Candidates for Outside Directors

Independent

Independent officers

6

Attendance
to theBoard ofDirectors
Meetings
20/20(100%)
20/20(100%)
19/20
(95%)
20/20
(100%)
20/20(100%)
19/20
(95%)

―

[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.

7

No.

Name of Candidate(Date of Birth)

Brief Background, Position and Responsibility at the Company

Apr. 1988
Apr. 2004

Number of
Shares
Owned

Joined the Company
Regional Branch Manager of Yamaguchi Regional
BranchApr. 2006
Regional Branch Manager of Saitama Regional
Branch of Yamato Transport Co., Ltd.
Apr. 2009
General Manager of TSS Sales Promotion Office
Apr. 2010
Executive Officer and President of Kanto Regional
OfficeApr. 2013
Managing Executive Officer
Apr. 2015
Executive Officer of the Company
Apr. 2015
Representative Director, Executive Officer and
35,100Reelection
President of Yamato Transport Co., Ltd.
Jun. 2017
Director and Executive Officer of the Company
Yutaka Nagao
Number of
Apr. 2019
Representative Director, Executive Officer and(Aug. 31, 1965)
Shares to Be
President (current)
Delivered
1Apr. 2021
Representative Director, Executive Officer andBoard tenure
under thePresident of Yamato Transport Co., Ltd. (current)
Stock(at the close of thisCompensation
General Meeting): (Important Concurrent Positions at Other Organizations)Plan
7 years
Representative Director, Executive Officer and President of Yamato
12,586
Transport Co., Ltd.
Attendance to theBoard of Directors [Reasons for nomination as a candidate for Director]
Yutaka Nagao possesses experience and achievements developed
Meetings
in the course of taking on leadership roles in Group management. In
FY2024/3:
that regard, he has acted as Managing Executive Officer and20/20 (100%)
Representative 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.

8

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

Number of
Shares
Owned

Joined the Company
General Manager of Accounting Division
General Manager of Finance Division
Executive Officer
Representative Director, Executive Officer andPresident of Yamato Financial Co., Ltd.
Apr. 2017
Representative Director and Senior Managing
Executive Officer of Yamato Transport Co., Ltd.
Apr. 2019
Representative Director, Executive Officer andPresident
Mar. 2020
Managing Executive Officer of the Company
Apr. 2021
Senior Managing Executive Officer of Yamato
Transport Co., Ltd.
Feb. 2022
Executive Officer and Vice President of the40,110Company
Reelection
Feb. 2022
Responsible for Finance, Public Relations andToshizo Kurisu
Number of
Digital(Sep. 29, 1960)
Shares to Be
Feb. 2022
Representative Director, Executive Officer and Vice
Delivered2
President of Yamato Transport Co., Ltd. (current)
Board tenure
under theRepresentative Director, Executive Officer and Vice
(at the close of this Jun. 2022
Stock
President of the Company (current)
Compensation
General Meeting):
Plan(Important Concurrent Positions at Other Organizations)
2 years
6,550
Representative Director, Executive Officer, and Vice President ofAttendance to the Yamato Transport Co., Ltd.
Board of Directors[Reasons for nomination as a candidate for Director]
Meetings
Toshizo Kurisu possesses experience and achievements developed
FY2024/3:
in the course of taking on leadership roles in Group management. In
20/20 (100%)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,
in order to enhance the management of the Group and promote its
growth, the Company proposes his reelection as Director.

9

No.

Name of Candidate(Date of Birth)

Brief Background, Position and Responsibility at the Company

Jan. 1994
Apr. 2002
Mar. 2004
Aug. 2010
Sep. 2013
Jun. 2017
Reelection
Outside3

Number of
Shares
Owned

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

Independent
Mariko Tokuno(Oct. 6, 1954)[Reasons for nomination as a candidate for Outside Director andexpected roles]
Mariko Tokuno possesses abundant experience and considerable
insight, particularly in the fields of marketing/sales and global
Board tenurebusiness, as a corporate manager. She has been utilizing this insight(at the close of this to furnish advice on the Company’s general management from a
General Meeting): managerial standpoint in addition to the standpoint of customers and7 years
employees, particularly regarding business execution, businessstrategy, and human resources strategy. Accordingly, in order toAttendance to the further enhance our management structure, the Company proposes
Board of Directors her reelection as Outside Director. Furthermore, if she is elected, theCompany plans for her to contribute to selecting Company officer
Meetings
candidates and deciding officer remuneration and other
FY2024/3:
compensation as a member of the Nomination and Compensation
19/20
Committee, enlisting her position of objectivity and neutrality.
(95%)

10

7,700

No.

Name of Candidate(Date of Birth)

Brief Background, Position and Responsibility at the Company

Apr. 1972
Jan. 1993
Jun. 2000
Apr. 2004
Jun. 2004

Reelection
Outside4

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

Number of
Shares
Owned

Joined USHIO INC.
President of BLV LICHT- UND VAKUUMTECHNIK
GmbH
Director and Corporate Senior Vice President of
USHIO INC.
Director and Corporate Executive Vice President
Representative Director and Corporate Executive
Vice President
President and CEO
Director and Corporate Advisor
Corporate Advisor
Special Corporate Advisor
Director of the Company (current)(Important Concurrent Positions at Other Organizations)
Outside Director of Yokogawa Electric Corporation (scheduled toretire in June 2024)

Shiro Sugata(Nov. 17, 1949)[Reasons for nomination as a candidate for Outside Director andexpected roles]
Shiro Sugata possesses abundant experience and considerable
Board tenure
insight, particularly in the fields of marketing/sales,(at the close of this IT/digital/technology, and global business, as a corporate manager.
General Meeting): He has been utilizing this insight to furnish advice on the Company’s
5 years
general management from a managerial standpoint, particularly
regarding business execution, business strategy, increasing
Attendance to the productivity, and cost structure reform. Accordingly, in order to further
Board of Directors enhance our management structure, the Company proposes his
Meetings
reelection as Outside Director. Furthermore, if he is elected, theFY2024/3:
Company plans for him to contribute to selecting Company officer
20/20 (100%)
candidates and deciding officer remuneration and othercompensation as a member of the Nomination and Compensation
Committee, enlisting his position of objectivity and neutrality.

11

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
Outside5

Jun. 2016
Jun. 2020

Number of
Shares
Owned

Joined Tokyo Electron Ltd.
Vice President & General Manager
President & Representative Director of 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

Independent
Noriyuki Kuga
(Aug. 25, 1955)[Reasons for nomination as a candidate for Outside Director andexpected roles]
Noriyuki Kuga possesses abundant experience and considerable
insight, particularly in the fields of personnel/labor management,
Board tenure
finance/accounting, and global business as a corporate manager. He(at the close of this has been utilizing this insight to furnish advice on the Company’s
General Meeting): general management from a managerial standpoint, particularly
4 years
regarding business execution, financial strategy, and corporate
governance. Accordingly, in order to further enhance ourAttendance to the management structure, the Company proposes his reelection as
Board of Directors Outside Director. Furthermore, if he is elected, the Company plansfor him to contribute to selecting Company officer candidates andMeetings
deciding officer remuneration and other compensation as a member
FY2024/3:of the Nomination and Compensation Committee, enlisting his
20/20 (100%)
position of objectivity and neutrality.

12

1,600

No.

Name of Candidate(Date of Birth)

Reelection
Outside6

Independent
Charles Yin(May 29, 1964)

Brief 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[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,
Board tenure(at the close of this IT/digital/technology, and global business as a corporate manager.
General Meeting): He has been utilizing this insight to furnish advice on the Company’s
general management from a managerial standpoint, particularly
2 years
regarding business execution and global business strategy.
Attendance to the Accordingly, in order to further enhance our management structure,
Board of Directors the Company proposes his reelection as Outside Director.
Furthermore, if he is elected, the Company plans for him to
Meetings
contribute to selecting Company officer candidates and deciding
FY2024/3:
officer remuneration and other compensation as a member of the
19/20 (95%)
Nomination and Compensation Committee, enlisting his position of
objectivity and neutrality.

13

0

No.

Name of Candidate(Date of Birth)

Brief Background, Position and Responsibility at the Company

Joined Mitsui O.S.K. Lines, Ltd. (currently Mitsui
O.S.K. Lines, Ltd.)
Jun. 2004
General Manager of Human Resources DivisionJun. 2007
General Manager of Liner DivisionJun. 2008
Executive Officer
Jun. 2010
Managing Executive Officer
Jun. 2013
Director and Senior Managing Executive Officer
Jun. 2015
Representative Director and President
Apr. 2021
Representative Director and Chairman Executive
Officer
Apr. 2023
Director and Chairman of the Board (current)(Important Concurrent Positions at Other Organizations)
Director and Chairman of the Board of Mitsui O.S.K. Lines, Ltd.

Number of
SharesOwned

Apr. 19797

New election
OutsideJunichiro Ikeda possesses abundant experience and considerable
Independent
insight, particularly in the fields of human resources and global
Junichiro Ikeda business, as a corporate manager. We expect him to use this insight(Jul. 16, 1956) to furnish advice on the Company’s general management from amanagerial standpoint, particularly regarding business execution,business strategy, and human resources strategy. Accordingly, inorder to further enhance our management structure, the Company
proposes his election as Outside Director. Furthermore, if he iselected, the Company plans for him to contribute to selecting
Company officer candidates and deciding officer remuneration andother compensation as a member of the Nomination andCompensation Committee, enlisting his position of objectivity andneutrality.

140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, Shiro Sugata, Noriyuki Kuga, and Charles Yin as independent
officers provided for under the provisions of Tokyo Stock Exchange, Inc. and registered the individuals assuch with that exchange. The Company plans on having the officers keep their positions if their reelection isapproved. In addition, if the election of Junichiro Ikeda is approved, the Company will appoint him as anindependent officer.
Mariko Tokuno, Shiro Sugata, Noriyuki Kuga, Charles Yin, and Junichiro Ikeda satisfy the requirements for
Criteria for Determining Independence of the Company on page 19.
(2)
The number of years as Outside Director of the Company
Mariko Tokuno, Shiro Sugata, Noriyuki Kuga, and Charles Yin have been serving as the Company’s Outside
Directors for seven years, five years, four years, and two years, 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, Shiro Sugata, Noriyuki Kuga, and Charles Yin
regarding liability limitation according to Article 423, paragraph (1) of the Companies Act. According to the agreement,
the maximum liability amount is the minimum amount stipulated by Article 425, paragraph (1) of the Companies Act. If
the reelection proposal is approved, the Company will continue its agreement with them. In addition, if the election of
Junichiro Ikeda is approved, the Company will conclude said agreement with him.
4. Directors and officers liability insurance policy
The Company has entered into a directors and officers liability insurance policy, as provided for in Article 430-3,
paragraph (1) of the Companies Act, with an insurance company. The policy covers Directors, Audit & Supervisory
Board Members, and Executive Officers of the Company and its subsidiaries. If the election of each candidate isapproved, they will be included as the insured.
The summary of the policy contents is as 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.

15Agenda Item 2. Election of Two (2) Audit & Supervisory Board Members
The term of two (2) Audit & Supervisory Board Members, namely Ryuji Matsuda and Yoshihide
Shimoyama, will expire at the close of this General Meeting of Shareholders. Accordingly, we would
like to propose the election of two (2) Audit & Supervisory Board Members.
The following are the candidates for Audit & Supervisory Board Members.
Ryuji Matsuda and Setsuko Ino are candidates for Outside Audit & Supervisory Board Members.
In addition, the Audit & Supervisory Board has already approved this proposal.
Board

No.

Name of Candidate

Current

TenurePosition(at the closeat theof thisCompany

GeneralAttributes of Candidate

Meeting):Reelection

1

2

Ryuji Matsuda

Setsuko Ino

New election
OutsideOutsideIndependentMale

New election

OutsideIndependent

FemaleAudit &
Supervisory
Board
Member―New candidate for Audit & Supervisory
Board Member
Candidates for Outside Audit &Supervisory Board Member

4 years―

Attendance
to theAttendance
to the Audit

Board ofDirectors
Meetings

y Board
Meetings

20/20

22/22

(100%)(100%)――

Reelection

Candidate for Audit & Supervisory Board
Member to be reelected

Independent

Independent officers

16&Supervisor

No.

Name of Candidate(Date of Birth)

Brief Background and Position at the Company

Apr. 1986
Jul. 1992
Jun. 2007
Reelection
OutsideIndependent
Ryuji Matsuda(Apr. 30, 1955)

Jun. 2008
May 2012
Jun. 2014
Jun. 2020

Number of
Shares
Owned

Registered as Attorney at Law and Certified Public
Accountant
Established Matsuda Law Office (current)
Audit & Supervisory Board Member of SQUAREENIX CO., LTD.
Audit & Supervisory Board Member of Seika
Corporation
Auditor of the Japan Federation of Bar Associations
Auditor of ASAHI GROUP ARTS FOUNDATION(currently ASAHI GROUP FOUNDATION) (current)
Audit & Supervisory Board Member of the Company(current)(Important Concurrent Positions at Other Organizations)Board Tenure(at the close of this Matsuda Law Office, Attorney at law
1 General Meeting):[Reasons for nomination as a candidate for Outside Audit &4 years
Supervisory Board Member]
Ryuji Matsuda has a high level of expertise as an attorney at law. We
Attendance to thebelieve that he will provide appropriate supervision of theBoard of Directors
management of the entire Group from an objective standpoint.
Meetings
Accordingly, the Company proposes his reelection as Outside Audit
FY2024/3:& Supervisory Board Member.
20/20
Although he does not have previous experience contributing to(100%)
corporate management in any way other than as an outside officer,
Attendance to the the Company has determined that he will appropriately perform
duties as an Outside Audit & Supervisory Board Member because, in
Audit &
Supervisory Board addition to the reasons above, he has served as an outside audit &supervisory board member at other companies.
Meetings
FY2024/3:
22/22(100%)

17

0

No.

Name of Candidate(Date of Birth)

Brief Background and Position at the Company

Apr. 1988
Sep. 1994
Jul. 2003

New election
2

Nov. 2006
Mar. 2012
Jun. 2017
Jan. 2024

Number of
Shares
Owned

Joined Suntory Spirits Ltd.
Joined PepsiCo, Inc.
CFO and Finance Director of Sun Microsystems
Japan KK
CFO and Representative Director of SAP Japan
CFO of Retail Division of Amazon Japan
CFO of Asurion Japan
Venture Partner of Eight Roads Ventures Japan(current)

Outside(Important Concurrent Positions at Other Organizations)
Venture Partner of Eight Roads Ventures Japan
Independent[Reasons for nomination as a candidate for Outside Audit &Setsuko Ino(Mar. 18, 1964) Supervisory Board Member]
Setsuko Ino has a wealth of experience and extensive knowledge
mainly in the fields of finance and accounting at other companies.
(Setsuko Ino’s name We believe that she will provide appropriate supervision of thein the family registermanagement of the entire Group from an objective standpoint.
is Setsuko Yamada.)
Accordingly, the Company proposes her election as Outside Audit &Supervisory Board Member.

0

Notes:
1. There are no particular vested interests between the Company and the candidates.
2. Additional information regarding the candidates of Outside Audit & Supervisory Board Members are as follows.
(1)
Independent officers
The Company appointed Ryuji Matsuda as an independent officer provided for under the provisions of theTokyo Stock Exchange, Inc. and registered him as such with that exchange. The Company plans on having
the officer keep his position if his reelection is approved. In addition, if the election of Setsuko Ino is approved,
the Company will appoint her as an independent officer. Ryuji Matsuda and Setsuko Ino(*) satisfy therequirements for Criteria for Determining Independence of the Company on page 19.
(*) Setsuko Ino was CFO of Retail Division of Amazon Japan, a business partner of the Company, fromMarch 2012 to June 2017. However, she retired from that company approximately seven years ago and
the Company judges her to be independent.
(2)
The number of years as Outside Audit & Supervisory Board Member of the Company
Ryuji Matsuda has been serving as the Company’s Audit & Supervisory Board Member for four years as of
the closing of this General Meeting of Shareholders.
3. Agreement on liability limitation
The Company has concluded an agreement with Ryuji Matsuda regarding liability limitation according to Article 423,
paragraph (1) of the Companies Act. According to the agreement, the maximum liability amount is the minimum
amount stipulated by Article 425, paragraph (1) of the Companies Act. If the reelection proposal is approved, theCompany will continue its agreement with him. In addition, if the election of Setsuko Ino is approved, the Company willconclude said agreement with her.
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, etc. 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.

18[Reference]
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.

19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.

20

●

Representative Director,
Executive Officer and President

Toshizo Kurisu

Representative Director,
Executive Officer and Vice
President

Mariko Tokuno

Director

○

○

●

●

Shiro Sugata

Director

○

○

●

●

Noriyuki Kuga

Director○○●

Charles Yin

Director○○●

Junichiro Ikeda

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○●●Setsuko Ino

Audit & Supervisory Board
Member

○

●

●

●

●

Global●Yutaka Nagao

IT/digital/technology

Personnel/
labor management●

Legal affairs/risk management

Marketing/
sales

○

Finance/accounting

Corporate management

Position

Expertise and experience

Nomination andCompensation Committee

Name

OutsideManagement Structure After Agenda Items 1 and 2 Are Approved (Planned)

●

●

●
●
●

●

●

●
●

●

●
●

●
●

●

●
●

●

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.
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.

21

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 amanager to demonstrate adequate decision-making andsupervisory functions in the formulation and execution of mediumto 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.

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, 2023 to March 31, 2024)

1.

(1)

Status of the Corporate GroupOperating Performance

In the economic environment during the fiscal year under review, while the global inflationary trend
has calmed down as prices of resources and energy, which had soared due to the unstableinternational situation, have turned to decline, monetary authorities in the U.S. and Europe have
kept policy interest rates unchanged to prepare for a future economic slowdown. In Japan,
meanwhile, amid moves to pass on price increases to consumers, business confidence is improving
at the moment thanks to the expansion of service consumption supported by the recovery in holiday
demand and inbound tourism, as well as increase in capital investment. However, with sluggish
consumer spending due to the lack of real wage growth and other factors and expanding labor
shortage, it remains difficult to foresee a full-fledged economic recovery.
Under these circumstances, in order to realize sustainable enhancement of corporate value through“helping enrich our society,” as stated in our management philosophy, the Yamato Group is
promoting efforts to expand the overall value it provides to meet the diversifying needs of customers
and society under a Group management structure that mobilizes the management resources ofeach Group company.
Our consolidated financial results for the fiscal year ended March 31, 2024 were as follows.
(Millions of yen)
Item
Operating revenue

Fiscal year
Fiscal year
ended
ended
March 31, 2023 March 31, 2024

ChangeGrowth (%)

1,800,668

1,758,626(42,041)(2.3)

Operating profit

60,08540,059(20,025)(33.3)

Ordinary profit

58,06640,458(17,607)(30.3)

Profit attributable to owners of parent

45,89837,626(8,271)(18.0)

Operating revenue amounted to 1,758,626 million yen, down 42,041 million yen from the previous
fiscal year. This was mainly due to a decrease in parcel delivery volume and demand forinternational transportation, despite efforts for price optimization. Operating expenses amounted to
1,718,566 million yen, down 22,016 million yen from the previous fiscal year. This was mainly
because we focused on efforts to optimize operating costs to fight the continuous rise in costs owing
to changes in the external environment, including resource and energy prices and hourly wage
rates.
As a result, operating profit amounted to 40,059 million yen, down 20,025 million yen from theprevious fiscal year. Profit attributable to owners of parent amounted to 37,626 million yen, down
8,271 million yen from the previous fiscal year, mainly due to gain on sale of non-current assets.
At the Board of Directors meeting held on July 27, 2023, the Company resolved to sign anagreement regarding the strategic business alliance with WORLD HOLDINGS CO., LTD., and theCompany transferred 51% of the outstanding shares of the Company’s consolidated subsidiary,
YAMATO.STAFF.SUPPLY.CO.,LTD. (hereinafter, “YSS”) to WORLD STAFFING CO.,LTD., aconsolidated subsidiary of WORLD HOLDINGS CO., LTD. As a result of this share transfer, theCompany’s ownership of voting rights in YSS became 49%, and YSS became an equity-method
affiliate of the Company effective from the end of the second quarter of the fiscal year under review.

24

Initiatives for the entire Yamato GroupThe Yamato Group is, in order to realize sustainable enhancement of corporate value through“helping enrich our society,” as stated in our management philosophy, promoting efforts to expand
the overall value it provides to meet the diversifying needs of customers and society. Furthermore,
we are forging ahead with price optimization to cope with rising costs associated mainly withchanges in the external environment, and responding to rising costs at partner companies in atimely and appropriate manner, thereby working to maintain and strengthen our transportation anddelivery network and to create an environment in which we can continue to provide better service to
our customers.
i)

Structural reform of network operations
We are building a dedicated network optimized for diversifying logistics needs, as witnessedby the growing EC demand and trend toward small-lot, high-frequency B2B logistics. In
addition, with a view to achieving more flexible response to fluctuations in delivery volume,
more efficient transportation between bases, and shorter waiting times for cargo, we are:consolidating and upsizing last-mile collection and delivery bases, which have been deployedin many small stores; redefining terminal functions; reforming “sorting” and “carrying methods”
using digital technology; and improving efficiency in administrative processing; and promoting
other initiatives to strengthen the TA-Q-BIN network. In the fiscal year under review, we began
handling Kuroneko Yu-Packet and Kuroneko Yu-Mail in accordance with the basic agreementon cooperation concluded with the Japan Post Group. We continue to make effective use of
the management resources of the two companies in a bid to establish transportation services
that contribute to greater customer convenience and to achieve business growth, while
promoting initiatives to solve issues facing the logistics industry, such as the “2024 problem”
and “carbon neutrality.”ii)

Expansion of corporate business area
Amid increasing risk factors such as division of the world into political and economic blocs,
reshaping of global supply chains, and global environmental problems, the Yamato Grouppositions the solutions business aiming to solve customers’ management issues that extend
throughout the entire supply chain as a new growth area. Against this backdrop, sales andoperations continue to work together, while making optimum use of the Group’s management
resources to enhance the value provided to the entire supply chain, which extends from Japanto the rest of the world.
Furthermore, in order to achieve “net-zero (in-house) greenhouse gas (GHG) emissions by
2050,” we are promoting the reduction of the Company’s GHG emissions by introducing EVs
and implementing cold storage transportation without using dry ice, etc. At the same time, inorder to optimize our customers’ inventory and production activities, we are building a supply
chain with a lower environmental impact. To this end, we continue to work on creating newvalue to offer to our corporate customers, including the development of a GHG emissions
visualization tool in compliance with the international standard ISO 14083:2023. During the
fiscal year under review, we made a carbon neutral claim for TA-Q-BIN, TA-Q-BIN Compact,
and EAZY (the three parcel delivery services). This claim consists of achievement of carbon
neutrality pursuant to the international standard ISO 14068-1:2023 in the fiscal year ended
March 31, 2023 (April 2022 - March 2023) and commitment to achieving carbon neutrality forthe three parcel delivery services by 2050 through continuous efforts to reduce in-house GHG
emissions from our business activities. Through the provision of such climate-friendly
transportation services, the Yamato Group will further promote the use of these services by
individual and corporate customers.

iii)

Promoting strategies for achieving sustainable enhancement of corporate value
The Yamato Group is pressing on with its digital and HR strategies and strengthening
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.
Regarding digital strategy, we are working to expand the value we provide to customers andimprove operational efficiency by establishing a system in which “business and digitalization”
25are being promoted in an integrated manner and using the Yamato Digital Platform, a digital
information platform that enables real-time understanding of all types of information andlinkage with internal and external systems. During the fiscal year under review, we continued
to promote the collection and analysis of customer feedback and the improvement and designof services through the use of digital technology in order to further enhance the value of thecustomer experience. Regarding HR strategy, based on the “Human Resource Management
Policy” that links employee growth to the growth of the Group, 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, weare intensifying our efforts to tackle the identified key issues (materiality) to enhance corporate
value and realize a sustainable society over the medium to long term based on our two
visions: “Connect. Deliver the future via green logistics” and “Through co-creation and fairbusiness activities, help create a society that ‘Leaves No One Behind.’”
In the area of the environment, in order to realize “net-zero (in-house) GHG emissions in2050” and “48% reduction in GHG emissions in 2030 (compared with the fiscal year ended
March 31, 2021),” we will continue to implement measures such as “introduction of 23,500
EVs,” “introduction of 810 solar power generation units,” and “increase in the use of electricity
derived from renewable energy sources.” During the fiscal year under review, the Yawata
Sales Office in Kyoto Prefecture was reopened as a demonstration base for energy
management, including optimal EV operations and the use of electricity generated via
renewable energy sources. The Yawata Sales Office is the first in Japan to carry out pickup
and delivery operations with a full fleet of electric trucks (32 trucks). It has also installed solar
power generation equipment and storage batteries to utilize electricity derived from renewableenergy sources and is working to balance-out energy consumption peaks through the use ofelectric power leveling systems.
We are also collaborating with automobile manufacturers to realize sustainable logistics, suchas by launching a demonstration experiment for kei (mini) EV pickup and delivery operations
using cartridge-type batteries. In the area of society, we continue to work toward therealization of an affluent society by, for example, respecting the diversity of human resources,
creating a work environment where employees can play an active role, addressing various
social issues, and promoting community development in collaboration with local communities.
To strengthen corporate governance, we continue to put effort into separation of management
supervision and business execution responsibilities to maintain and enhance the transparencyof our business. We also undertake business structure reforms under a governance structurewith an emphasis on the speed of decision-making.
iv)

Formulation of the medium-term management plan “Sustainability Transformation 2030—1st
Stage—”The Yamato Group has set “a value-creating company that contributes to the realization of asustainable future” as its vision for 2030, and formulated the medium-term management plan
“Sustainability Transformation 2030—1st Stage—,” which ends in the fiscal year ending
March 31, 2027, on February 2024. Under the medium-term management plan, the Group will
work on intiaitives to generate economic value, such as reinforcing the TA-Q-BIN network andexpanding its value proposition, expanding the corporate business area by providing businesssolutions on an “End to End” basis to the supply chain, commercializing new businessmodels that meet diversifying customer and social needs, and strengthening the Group’s
management platform. It will also create environmental value and social value throughinitiatives for social sustainability. From the fiscal year ending March 31, 2025, we will change
our segments to the four business segments defined in this medium-term management plan:
Express Business, Contract Logistics Business, Global Business, and Mobility Business.

26

Business strategies of each segment
Retail Business Uniti)

The Retail Business Unit provides high-quality small-lot transportation services, including TAQ-BINs. 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.
We have also been working in part through efforts to provide services that make delivery andpick-up more convenient, particularly the “Kuroneko Members” service, which has more than
50 million registered members, and the “Yamato Business Members” service, which is usedby more than 1.7 million corporate clients, and also through efforts to upgrade various
services other than those involving transportation that are beneficial in terms of people’s lives
and business.

ii)

In addition, we are promoting efforts to strengthen the TA-Q-BIN network in order to improve
the productivity of the entire network operations. In the fiscal year under review, we continued
to consolidate and upsize last-mile pickup and delivery bases, which had been deployed inmany small stores mainly in urban areas, and promoted the establishment of a dedicated cold
storage network, as well as a system to flexibly set delivery areas and delivery routes inaccordance with fluctuations in delivery volume.

iii)

Operating revenues from customers decreased 1.9% from the previous year to 877,948
million yen, attributable mainly to a decline in handling volume despite an increase in the unit
price of parcel delivery services. Operating profit decreased by 9,708 million yen from thepreceding year, as efforts to optimize operating costs failed to offset the decline in handlingvolume.

Corporate Business Uniti)

In the Corporate Business Unit, sales and operations are working together to build andexpand dedicated networks to increase the value provided to the entire supply chain, which
extends from Japan to the rest of the world. We are also working to strengthen customeroriented sales not only by improving logistics operations and efficiency, but also by proposing
improvements based on customers’ management issues, and by building and managing more
effective projects.

ii)

In the urban areas where EC demand is concentrated, the Unit has been building an EC
logistics network with more simplified operations covering sorting, transportation, and last miledeliveries, as well as using our partnerships with major e commerce companies to implement
initiatives to further improve convenience and expand sales for services that completely or
partially replace operational functions from order receiving to shipping and delivery, with theaim of optimizing logistics for e-commerce vendors with stores in online shopping malls.

iii)

In cross border EC for which growth is accelerating, we are working on initiatives to enhancevalue provided on an “End to End” basis over the supply chain, such as connecting the IT
system for import customs clearance with the domestic delivery network, in order to shorten
the lead time to delivery. During the period under review, we started providing a small-lot
ocean transportation service for cross-border EC operators to enable low-cost, speedy
deliveries to buyers using cross-border EC services.

iv)

Operating revenues from customers was 824,096 million yen, down 2.6% year-on-year,
mainly as a result of a decline in international transportation volume. Operating profit declined
8,551 million yen year-on-year, due to factors including the increase in expenses to consign
deliveries to the Retail Business Unit.

27

[Reference](Million parcels/units)
Category

Fiscal year ended Fiscal year ended
March 31, 2023 March 31, 2024

ChangeGrowth (%)

1,926

1,886

(40)

(2.1)

Nekopos/Kuroneko Yu-Packet

413

409

(3)

(0.9)

Kuroneko DM-Bin/Kuroneko Yu-Mail

800

626

(173)

(21.7)

TA-Q-BIN/TA-Q-BIN Compact/EAZY

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 56,581 million yen, down 5.8% from the previous
fiscal year. In addition, the operating profit was 12,734 million yen, down 8.4% from theprevious fiscal year.

<Initiatives such as safety and regional co-creation>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 continued to
conduct the “Traffic Safety Class for Children” at kindergartens and elementary schools, aswell as engage in activities to raise awareness towards safety, including the “Zero Traffic
Accidents Campaign” by the entire Group, as well as the “National Safety Competition,” inwhich drivers from all over Japan competed with each other in their skills and knowledge
regarding driving safety.

ii)

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. Moreover, during the period under review, based on
the basic agreement regarding the partnership signed between a retailer that operates drug
stores in Hokkaido and Yamato Transport, we are promoting activities to address social issues
faced by Hokkaido and realize a sustainable regional economy, through initiatives such asenhancing shopping support using the TA-Q-BIN sales offices and mobile vending vehicles,
making it possible to receive parcels at drug stores, and having items purchased in storesdelivered to people’s homes, as well as providing efficient and stable deliveries ofmerchandise to retailers.

iii)

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 as actively employing people with disabilities at the Swan Bakery, which makes and sells
bread, and operating job-finding support facilities where they take part in training to acquire
the skills and knowledge necessary for employment.

28

(2)

Issues to Be Addressed

In the business environment surrounding the Yamato Group, although the global inflationary trend
appears to be calming down, it remains difficult to foresee a full-fledged economic recovery in Japanas consumer spending remains sluggish. In addition, costs are expected to rise in line with changes
in the external environment such as the enforcement of overtime work cap in car driving operations(2024 issue) starting from April 2024. Furthermore, in the medium and long-term, we are expecting
the growth of EC, heightening of geopolitical risks, aging society, declining birthrate, depopulation ofsuburban areas, labor shortage, climate change intensifying, etc. Under these circumstances, at the
Yamato Group we will continue to accelerate the following initiatives i) through v) in order to realize
sustainable enhancement of corporate value through “Contribution to the realization of an affluent
society” as stated in our Management Philosophy, setting our aspiration “A value-creating company
that contributes to the realization of a sustainable future” to be realized in 2030, based on theMedium-term Management Plan “Sustainability Transformation 2030 ~1st Stage~,” which ends inthe fiscal year ending March 31, 2027.
i)

ii)

Reinforcement of the TA-Q-BIN network and expanding the value we provide
In light of the growth of EC, aging society, declining birthrate, depopulation of suburban areas,labor shortage, and climate change intensifying, we will continue to promote structural reformsof network operations in order to reinforce the TA-Q-BIN network more efficiently andsustainably as the social infrastructure. Specifically, in order to respond more flexibly tobusiness volume fluctuations, improve efficiency in trunk-route transportation and reduce thewaiting time for cargo, we will consolidate and enlarge last-mile facilities, which had been
deployed in small-scale and multi-location, redefine terminal functions, and transform our way
of “sorting,” “transporting” and “working” using digital technologies. In addition, by continuing
to promote standardization of the administrative operations of our frontline employees andback-office operation, and business process re-engineering (BPR) by digitalization, we willrealize the optimization of operating costs while maintaining and improving the safety andquality of operation as well as the working environment and job satisfaction for employees andpartners.
We will expand value provided to customers through broadening the line-up of transportation
service, improving customer experience value through “Kuroneko Members,” and “Carbon
Neutral Delivery” for TA-Q-BIN/TA-Q-BIN Compact/EAZY. Also, we will revise reported fares
each year based on changes in the external environment, and review individual contracts withcorporate clients. Through those initiatives, among others, we will promote appropriate pricing
and fee collection.
Expansion of corporate business domain
The Yamato Group is positioning the solutions business as a new growth area, aiming to solve
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, and will focus to expand Contract Logistics business and Global
business.
In Contract Logistics business, putting an emphasis on synergy with Express business, we will
strengthen our efforts to further expand the usage of TA-Q-BIN, charge appropriate pricing
corresponding to the value provided, and acquire new logistics revenue through providing
solutions that help solve problems and grow business of customers using TA-Q-BIN. We will
establish a sales support structure and improve skills of sales staff so that corporate sales
staff assigned to each area can make suitable proposals by utilizing information noticed bysales drivers through contacts with customers, etc.
In Global business, viewing changes in the supply chain as an opportunity, leveraging theexisting vast client base accumulated by TA-Q-BIN, we will make efforts to further expand
business areas such as automotive and high-tech industries where the Yamato Group isdemonstrating its strength, and strengthen sales capabilities especially in Japan, U.S. &Mexico, India and ASEAN. Also, we will improve the efficiency in mixed-loading of forwardingby narrowing down the focus markets, strengthen proposals to the growing cross-border EC,
29

iii)

iv)

and capture the logistics demands such as consumer goods accompanying expansion ofdomestic demand in the focus regions.
In order to accelerate the expansion of the growth areas, we will promote M&A and strategic
alliances in addition to autonomous growth. In considering M&A, the division responsible forrevenue and the dedicated M&A team will work together in an integrated way with discipline,
focusing on compatibility with the growth strategies of Contract Logistics business and Global
business as well as establishing quantitative criteria to measure investment effectiveness,among other things.
Develop new business model
We will promote commercialization of new business models that addresses diverse needs ofcustomers and society with a diverse range of partners, while utilizing existing management
resources, to realize a sustainable future.
In Mobility business, we will develop platform and ecosystem that achieves both
decarbonization and the right economics, and contribute to the overall sustainability of society
and the logistics industry, by supporting introduction and operation of commercial EVs utilizing
know-how of EVs, solar power generation equipment, energy management, etc. accumulated
so far through environment investment and demonstration experiment within the YamatoGroup based on our vehicle maintenance business. In addition, in order to respond to various
needs of regional society besides sending and receiving packages, we will create new value
by deploying “Neko Support Station” with an aim to provide new services, expanding sales of
the “Kuroneko monitoring service: Hello Light Visit Plan” that uses “HelloLight” IoT light bulbs,
etc. Moreover, we started operation of cargo aircraft (freighter) starting April 2024 in order tocapture new demand by providing stable and speedy transportation, revitalize the regional
economy through expanded distribution, and maintain and improve the transportation quality.
We will gradually increase the number of flights and respond to new customer needs byoffering flexible flight segment and timetables.
Reinforcement of the Group’s management platform
The Yamato Group will be working on HR strategy, digital strategy, reinforcement ofsustainable management, and reinforcement of governance as the foundation for sustainableenhancement of corporate value.
With regard to the HR strategy, with priority given to the optimal allocation of human resourcesin conjunction with business structure reform, we will optimize organization and headcount,and revise evaluation and compensation scheme. We will also promote the development andoperation of an HR management structure that promotes independent and autonomous
career development in order to develop human resources who can create added value.
Moreover, toward enhancing support to and motivation of diverse employees, we will establish
welfare policy that matches the diversifying lifestyles of employees, promote employee healthmanagement and health promotion measures, and continue initiatives to promote diversity,
human rights due diligence, and participation of women. Through those initiatives, we will aim
to create higher added value by maximizing activities and contribution of each and every
employee.
With regard to the digital strategy, we will strengthen our DX promotion framework andpromote DX in tandem with our business, such as expanding the value we provide tocustomers by utilizing our digital infrastructure, transforming our way of “sorting,”“transporting” and “working,” and business process reengineering of back-office operation.
With regard to reinforcement of sustainable management, we will strengthen our initiatives foreach of the identified key issues (materiality) to enhance corporate value and realize asustainable society over the medium to long 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 torealize “net-zero (in-house) GHG emissions in 2050” and “48% reduction in GHG emissions in
2030 (compared with fiscal year ended March 31, 2021),” we will continue to implement
measures such as “introduction of 23,500 EVs,” “introduction of 810 solar power generation
units,” and “increase in the use of electricity derived from renewable energy sources,” anddevelop a measurement method for supply chain (Scope 3) emissions. With regard to Social,30

v)

we will continue to take 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 build a sustainable supply chain through suitable relationships with business
partners by holding regular discussions and establishing structure, process and mechanism
for early detection and resolution of issues.
In strengthening corporate governance, we will continue working to separate management
supervision and execution and maintain and enhance management transparency, while
striving to sustainably increase corporate value through constructive dialogue withshareholders and investors and enhancement of disclosure.
Embed management that places more focus on capital efficiency within the GroupIn addition to the above strategic initiatives i) through iv), the Yamato Group set ROIC as a
new management metric, besides operating margin and ROE, to embed management withgreater emphasis on capital efficiency and achieve ROI above WACC. During the period of
the Medium-term Management Plan, we will promote actively growth investments in facility
strategy and DX strategy, etc. to help improve operation efficiency, while also promoting
environmental investments in EVs, solar power generation equipment, etc. to realize a low
carbon society, balancing the provision of logistics services with low environmental impact tocustomers and the improvement of energy efficiency of operations. In the growth domain ofContract Logistics business and Global business, we will utilize M&A and strategic alliances in
addition to autonomous growth.
To support the above plan, we will raise funds through borrowings from financial institutions
and issuance of corporate bonds as necessary, while being aware of financial soundness andefficiency, such as status of cash generation, cash and deposits held, and capital ratio, etc. aswell as effective use of funds held in the Group. From the perspective of financial soundness,
we set capital ratio at around 45~50% and D/E ratio at 0.3~0.5 times as guides, and will makeefforts to maintain credit rating (Rating and Investment Information, Inc./AA-). With regard toshareholder return, the Company set targets of a payout ratio at 40% and more and a total
shareholder return ratio at 50% or more based on profit attributable to owners of parent. We
will flexibly consider the acquisition of treasury shares from standpoints of the progress ofgrowth investments, cash flow trends, stock price movement, etc.

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.

31

[Reference]

32

33

Environmental Strategy
We are promoting environmentally-conscious management, based on our Environmental Vision, toachieve both sustainable business growth and the development of a sustainable society. To realize
our long-term target of achieving virtually zero GHG emissions (in-house emissions) by 2050 and
medium-term target of a 48% reduction in GHG emissions by 2030 (compared with the fiscal year
ended March 31, 2021), we will promote measures to reduce such emissions, such as theintroduction of EVs and solar power generation equipment in conjunction with facility strategies inthe structural reform of network operations based on climate change-related risks and opportunities.
At the same time, we will expand the corporate business domain by supporting the creation of
supply chains with a low environmental burden and visualizing GHG emissions in relation tocustomer needs, such as reducing GHG emissions related to logistics.

Cases ofFull-scale operations of a model store that carries out energy management
Initiatives in―Install solar power generation equipment and storage batteries to utilize
Environmental renewable energy―
Area
In order to realize net-zero (in-house) GHG emissions in 2050, the Yamato Group has set targets
such as the introduction of 20,000 EVs and 810 solar power generation units by 2030.
In October 2023, Yamato Transport converted all pickup and delivery vehicles at its Yawata Sales
Office (Kyoto Prefecture) to EVs (32 vehicles) and began full-scale operations of the sales office asa model store utilizing electricity generated via renewable energy sources. The sales office has
installed solar power generation equipment and storage batteries to cover EV recharging and partof its buildings’ power usage* with electricity generated during the day. It also utilizes the Kansai
Electric Power Group's power leveling system to reduce peak load due to simultaneous EV
charging at night, thereby contributing to the realization of sustainable logistics.
*For the portion that cannot be covered by solar power generation, we purchase CO2-free electricity from The
Kansai Electric Power Company, Incorporated.

34

Declaration of Carbon Neutrality
Yamato Transport Co., Ltd. implemented the "Declaration of Carbon Neutrality" for three of ourparcel delivery services: TA-Q-BIN, TA-Q-BIN Compact, and EAZY, our mainstay service. Thisdeclaration is to show that we achieved carbon neutrality in accordance with the international
standard ISO 14068-1:2023 in the fiscal year ended March 31, 2023 (April 2022 to March 2023),
and to show our commitment that we will continue our efforts to reduce our own GHG emissions
from business activities, to achieve carbon neutrality for three of our parcel delivery services by
2050.
Through the provision of transportation services that are mindful of climate change, the YamatoGroup will further promote the use of such services by individual and corporate customers.

35

(3)

Business Performance and Changes in Financial Position(Millions of yen)
FY2021/3
156th

FY2022/3
157th

FY2023/3
158th

FY2024/3
159th

1,695,867

1,793,618

1,800,668

1,758,626

Profit attributable to owners of parent

56,70055,95645,89837,626

Basic earnings per share (Yen)

151.55151.03126.64107.23

Total assets

1,089,991

1,086,854

1,107,587

1,135,895

Net assets

584,287

598,233

616,430

591,980

Net assets per share (Yen)

1,553.45

1,611.34

1,684.87

1,708.00

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 Small Parcels(Million parcels/units)
FY2021/3
156th

FY2022/3
157th

FY2023/3
158th

FY2024/3
159th

1,803

1,890

1,926

1,886

Nekopos/Kuroneko Yu-Packet

293

384

413

409

Kuroneko DM-Bin/Kuroneko Yu-Mail

826

824

800

626

Category
TA-Q-BIN/TA-Q-BIN Compact/EAZY

Note: The delivery volume of Kuroneko Yu-Packet is not included in the Nekopos/Kuroneko Yu-Packet category from the156th fiscal year to the 158th fiscal year. Also, the delivery volume of Kuroneko Yu-Mail is not included in the
Kuroneko DM-Bin/Kuroneko Yu-Mail category from the 156th fiscal year to the 158th fiscal year.

(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, planning andoperation of distribution centers, customs clearance, air transportation agency
business, settlement services business)
Engages in maximizing the Group’s value to the customer by utilizing IT &maintenance functions and various forms of transportation business that
support both the Retail Business Unit and Corporate Business Unit
(Development, operation and management of IT systems and vehicle
maintenance business, fuel sales business, nonlife insurance agent business,cargo vehicle transportations business, and roll box pallet transportation
business)

36

(6)

Capital Expenditurei)Capital Expenditure for the period under review
The capital expenditure for the fiscal year ended March 31, 2024, totaled 56,780 million yen
and the principal components were as follows:(Millions of yen)
Name

Yamato Holdings Co.,Ltd.

Yamato Transport
Co., Ltd.

Category
Corporate

Retail Business Unit
Corporate Business Unit

Content of investment

Amount invested

Construction of new company
building

4,000

Purchase of vehicles (1,048 units)

5,312Freezing and refrigeration
construction at the Low
Temperature Transportation and
Delivery Center (South Tokyo Area)

5,912

Tenant improvement construction
at MFLP•LOGIFRONT TokyoItabashi

2,974

Tenant improvement construction
at Logi-port Nagoya

2,128

Tenant improvement construction
at the Fuji base

2,067

ii)

Significant sales of non-current assets during the period under review
During the period under review, the Tokyo base land of Yamato Transport Co., Ltd. (transport
division) was sold (sales amount: 17,247 million yen). Since a land lease agreement for theuse of that location (building) was executed with the buyer, there is no significant impact ontransportation and delivery capabilities.

(7)

Financing Activities

During the period under review, the Company raised 20,000 million yen through the first issuance of
unsecured bonds (Green Bonds) in order to actively promote environmentally friendly initiatives.
The Company also raised 21,000 million yen in loan-term borrowings by forming syndicated loans
and utilizing fiscal investment and loans, in addition to the borrowings from financial institutions, tosecure funding for capital investment of the Group, etc.

(8)Principal Creditors(Millions of yen)
Outstanding borrowing

Creditors
Mizuho Bank, Ltd.

10,000Sumitomo Mitsui Banking Corporation

10,000Syndicated loans

10,000Note: Syndicated loans are co-financed by nine financial institutions with Mizuho Bank, Ltd. as the lead manager.

37

(9)

Employees
Business area

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

Retail Business Unit

154,130(16,705)

Corporate Business Unit

16,952(1,719)

Other

6,329

(14,341)

19(2)

177,430(32,767)

Corporate
Total
Notes: 1.
2.
3.
4.

The above numbers include 88,513 part timers (a year-on-year decrease of 28,957).
Employees in the Retail Business Unit include employees in the transport and Head Office divisions of Yamato
Transport Co., Ltd.
The number of corporate employees is the number of employees of the Company.
The number of employees in the Other business area decreased by 14,341 from the end of previous period.
This is mainly due to the exclusion of Yamato Staff Supply Co. Ltd. from the scope of consolidation following
the transfer of its shares.

38

(10) Vehicles(Units)Classification

Changes from previous
fiscal year-end

Number of vehicles

Retail Business Unit

50,000605

Corporate Business Unit

3,176

(581)

Other

1,844

(102)

2

(1)

55,022(79)

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 corporate vehicles is the number of vehicles owned by the Company.

(11) Major Subsidiaries
Name

Classification

Share capital

Ownership

Millions of yen

Yamato Transport Co., Ltd.

Retail Business
Unit
Corporate
Business Unit

YAMATO TRANSPORT
U.S.A., INC.

(%)

50,000

100.0

50

100.0

Okinawa Yamato Transport
Co., Ltd.

(Millions of US$)

4

100.0

Corporate
Business Unit
YAMATO ASIA PTE. LTD.
(Note 1)

(Millions of S$)

352

YAMATO INVESTMENT(HONG KONG) LIMITED(Note 1)

Yamato System Development
Co., Ltd.

970

100.0

400

100.0

Other

1,800

100.0

30

100.0

Yamato Autoworks Co., Ltd.
Notes: 1.
2.

100.0

(Millions of HK$)YAMATO BOX CHARTER
CO., LTD.

Principal business activities
Home delivery business forindividuals and small andmedium-sized corporate
customers
Transportation business forlarge corporate customers
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 in the previous fiscal year, the liquidation of thissubsidiary was approved, and procedures for liquidation are currently being proceeded.
The status of a specified wholly owned subsidiary company as of March 31, 2024 is as follows.

39

(Millions of yen)
Name
Yamato Transport Co.,Ltd.

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

Book value of theshares in the
Company

Total assets of theCompany

258,539

449,053(12) Major Offices
Name
Yamato Transport Co., Ltd.

Classification

Head office location

Retail Business Unit
Corporate Business
Unit

Chuo-ku, Tokyo

Number of offices(stores)
3,449

Itoman City,
Okinawa
California, U.S.A.

25

Singapore

1

YAMATO INVESTMENT (HONG KONG)
LIMITED

Hong Kong

1

YAMATO BOX CHARTER CO., LTD.

Chuo-ku, Tokyo

91

Koto-ku, Tokyo

10

Chuo-ku, Tokyo

100

Chuo-ku, Tokyo

1

Okinawa Yamato Transport Co., Ltd.
YAMATO TRANSPORT U.S.A., INC.
YAMATO ASIA PTE. LTD.

Yamato System Development Co., Ltd.

Corporate Business
Unit

Other

Yamato Autoworks Co., Ltd.
Yamato Holdings Co., Ltd.

Corporate

40

36

2.

Overview of Shares (As of March 31, 2024)(1) Total Number of Shares Authorized:

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

360,496,492

Note: The total number of shares issued has decreased by 19,328,400 from the end of previous period due tocancellation of treasury stock, executed as of March 29, 2024.

(3) Number of Shareholders:

57,562(4) Principal Shareholders
Shareholders

Number of shares
owned(Thousands of shares)

Ownership percentage(%)

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

57,566

16.76

Yamato Employees’ Shareholding Association

27,106

7.89

Custody Bank of Japan, Ltd. (Trust Account)

26,423

7.69

Meiji Yasuda Life Insurance Company

14,814

4.31

Nippon Life Insurance Company

14,7704.30

Mizuho Bank, Ltd.

10,247

2.98

Yamato Trading-Partner Shareholding Association

8,186

2.38

TOYOTA MOTOR CORPORATIONSTATE STREET BANK WEST CLIENT-TREATY
505234
Sompo Japan Insurance Inc.

5,748

1.67

5,481

1.60

5,133

1.49

Notes: 1.
2.

Although the Company holds 17,068,785 treasury shares, it is excluded from the above list of principal
shareholders.
Ownership percentage is calculated exclusive of treasury shares.

(5) Shares Delivered During the Fiscal Year to Officers and Executives as
Consideration for Their Execution of Duties
Shares delivered as consideration for execution of duties during the fiscal year under review
consisted of 2,000 shares delivered to one Director (excluding Outside Directors).

41

3. Officers and Executives(1) Directors and Audit & Supervisory Board Members
Position
President and Representative
Director
Executive Officer andPresident
Senior Vice President &Representative Director
Senior Vice President &Executive Officer

Name

Responsibilities and important concurrent positions
outside the Company

Yutaka Nagao

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

Toshizo Kurisu

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

Director

Yasuharu Kosuge

Director Chairman of Yamato Transport Co., Ltd.

Director

Mariko Tokuno

Outside Director of Mitsubishi Materials Corporation
Outside Director of Shiseido Company, Limited

Director

Yoichi Kobayashi

Director

Shiro Sugata

Director

Noriyuki Kuga

Director
Full-time Audit & Supervisory
Board Member
Full-time Audit & Supervisory
Board Member
Audit & Supervisory Board
MemberAudit & Supervisory Board
MemberAudit & Supervisory Board
MemberNotes:Charles Yin

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
Yoshito Shoji
Takashi Yamashita

Representative of Takashi Yamashita CPA OfficeOutside Director of Shin Nippon Biomedical
Laboratories, Ltd.

Ryuji Matsuda

Matsuda Law Office, Attorney at law

Yoshihide
Shimoyama

Outside Audit & Supervisory Board Member of
NIPPON HUME CORPORATION

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 the Tokyo Stock Exchange, Inc. and registers the individuals as suchwith that exchange.
4. Yoshito Shoji, Audit & Supervisory Board Member, possesses considerable insight into finance andaccounting related matters through his experience in engaging in finance and accounting operations of theGroup over many 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.
8. Mariko Tokuno, Director, retired from the position of outside Director of HAPPINET CORPORATION as on
June 21, 2023.
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.
10. On February 1, 2024, there were changes in responsibilities and key concurrent positions outside theCompany as follows:

42

Name

Yasuharu Kosuge

BeforeAfter

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

Position
Director

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

Key concurrent position
Director Chairman of Yamato
Transport Co., Ltd.

(2) Limited Liability Agreements
The Company’s Articles of Incorporation allow for the conclusion of agreements with Directors(excluding Executive Directors, etc.) and Audit & Supervisory Board Members limiting liability
stipulated in the Companies Act, Article 423, paragraph (1). Thus, the Company has concluded
Limited Liability Agreements with five (5) Directors, Mariko Tokuno, Yoichi Kobayashi, Shiro Sugata,
Noriyuki Kuga, and Charles Yin, and all Audit & Supervisory Board Members based on the Articles
of Incorporation. The amount of liability allowed for in those agreements is as per the minimum
amount of liability provided for under the Companies Act, Article 425, paragraph (1).

(3) 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 cases where claims for the insured parties’ action (or omission) based on theirposition in the Company are 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.

43

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

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:
367

261

64

42

42

9

(77)

(77)

(–)

(–)

(–)

(5)

82

82

–

–

–

6

(33)

(33)

(–)

(–)

(–)

(3)

Total

450

344

64

42

42

15

(Of which,OutsideOfficers)

(110)

(110)

(–)

(–)

(–)

(8)

Director(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 2023 through June 2024.

44

<Formula for calculating performance-based remuneration>
Variable
remuneration

Performance indicatori. The Group’s consolidated
operating revenue

Indicator rate
for each
Director〇
30%

ii. The Group’s consolidated
Short-term
performance
operating profit
indicator
iii.The Group’s consolidated profit
iv. Mission evaluation (individual)

〇
30%
〇
30%

Achievement
rate

ActualTarget(Millions of yen)

(Millions of yen)

1,800,700

1,820,000

98.9

60,10090,00066.8

45,90057,000

80.5

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

Actual–〇40%

Relative TSR
TOPIX
ii. TSRrate

Director%

i. ROE

Achievement

Targetincluding
dividends

〇
30%

%

%

7.6

10

76.0

101.0
(TOPIX
105.8
including
dividends)

100

95.5

(6.6)

(8)

82.5

TSR comparison

Long-term

Greenhouse gas

performanceemissionsindicator
iii.ESG indicators

single-year〇target20%*8% 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]45

<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 60% or lower, the payment rateshall be zero.

Achievement rate on short-term performance indicator in FY2023: 73.9%(i. 98.9% × 0.3 + ii. 66.8% × 0.3 + iii. 80.5% × 0.3)
Achievement rate on mid- to long-term performance indicator in FY2023: 75.6%(i. 76.0% × 0.4 + ii. 95.5% × 0.3 + iii. 82.5% × 0.2)
With the formulation of the Yamato Group Medium-Term Management Plan “Sustainability
Transformation 2030 — 1st Stage —,” to aim to penetrate management more focusing on capitalefficiency, based on a report from a discussion by the Nomination and Compensation Committee,
we have added ROIC to the mid- to long-term performance indicators since April 1, 2024.

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 the 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.

46iv) Policy, etc. on making decisions on content of officer remuneration and othercompensation
i. Basic policy
The Company determines matters regarding remuneration for the Company’s Directors based on
the following considerations.
Competitive remuneration levels• The remuneration level shall reward Officers for their roles, responsibilities, and businessperformance, and shall be appropriate for securing talented persons.
Remuneration system that places emphasis on increasing corporate value and shareholder
value• The remuneration system shall be linked to business performance and furthermore serve
as motivation for achieving performance targets.
• The remuneration structure shall be linked to medium- to long-term corporate value andfurthermore encourage a sense of common interests with shareholders.
Fairness and impartiality of the remuneration system• The process of determining remuneration shall be objective and highly transparent.
ii. Remuneration structure
The Company’s remuneration for Directors consists of basic remuneration (fixed), 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.

47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 the amount of remuneration for individual Directors and detailsof calculation of such amount discussed and 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.

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 the fiscal year
ended March 31, 2024, the Company held 10 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.

48

(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 19 of 20 meetings of the Board of Directors held in thefiscal year under review, and provided necessary comments andadvice on overall management as appropriate from her perspective
as a manager with rich experience and profound critical insight.
She 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 10
committee 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 19 of 20 meetings of the Board of Directors held in thefiscal year under review, and provided necessary comments andadvice on overall management as appropriate from his perspective
as a manager 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 9 of
10 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 20 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 10 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.

49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 20 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 has attended
all 10 committee meetings held during the fiscal year under review
and has fully performed the oversight function in relation to selecting
Company officer candidates and engaging in the process of making
decisions on evaluations involving officer remuneration and othercompensation, utilizing his position of objectivity and neutrality.
Attended 19 of 20 meetings of the Board of Directors held in thefiscal year under review, and provided necessary comments andadvice on overall management as appropriate from his perspective
as a manager 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 andglobal business strategy. Serving as a member of the Nomination
and Compensation Committee, he has attended all 10 committee
meetings held during the fiscal year under review and has fully
performed the oversight function in relation to selecting Company
officer candidates and engaging in the process of making decisions
on evaluations involving officer remuneration and othercompensation, utilizing his position of objectivity and neutrality.
Attended 19 of 20 meetings of the Board of Directors held in thefiscal year under review, and offered necessary comments based on
his expertise and rich experience in finance and accounting.
Furthermore, he attended all 22 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 20 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 22 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 20 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 22 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.

50

4. Accounting Auditor(1) Name Deloitte Touche Tohmatsu LLC(2) Amount Paid as Remuneration to Accounting Auditor for the Fiscal Year
(Millions of yen)
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)281
9Remuneration other than (i)iii) Remuneration to be paid to the Accounting Auditor by the Company
and subsidiaries

291

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 training, etc., in the accounting field for theCompany’s consolidated subsidiaries as non-audit services outside the scope prescribed in theCertified Public Accountant Act, Article 2, paragraph (1).

51

5. Corporate Governance and Company Policy, and Operational Status(1) Corporate framework ensuring that execution of duties by directors of theCompany complies with laws and regulations and the Articles 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 document52

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 the Company
and each Group company.
ii. The Company shall develop a “Risk Management Basic Policy” as the basis of risk
management. Each Group company shall also develop a “Risk Management Basic Policy”
on the basis of this policy.
iii. Large companies under the Companies Act in the Group companies shall establish adivision in charge of compliance and risk management and assign an officer in charge ofthe same. Departments responsible for compliance and risk management of the Company
shall oversee this, and monitor and manage risk status at each Group company in a timely
manner.
iv. The Company shall establish the Internal Audit Department to audit the implementation
status and the effectiveness of risk management at the Company and each Group
company.
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 employees of the Company as well as directors
and employees of its subsidiaries complies with laws and regulations and the Articles ofIncorporationi. To realize management in conformity with compliance at the Company and each Group
company, the Company and each Group company shall formulate “Corporate Stances” and53

“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 and risk supervising and assign an officer in charge of thesame. Departments responsible for compliance and risk management of the Company
shall oversee this, and monitor and manage the status of compliance promotion at eachGroup 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 each Group
company shall formulate their company rules and execute business operations accordingly.
ii. The Company shall assign an executive officer to be in charge of basic strategy for Groupwide management, and station employees to perform related businesses at theManagement Strategy Department at the Company and each Group company.
iii. The Company, as a pure holding company, shall be responsible for the planning andcontrol of each Group company’s operation in accordance with the executive management
contract that prescribes the management duties that the Company will execute with respect
to each Group company.
iv. Each Group company shall execute business operations in accordance with the groupcompany management rules established by the Company, and shall obtain the approval of
the Company’s Board of Directors Meeting or the management committee in advance,
when executing material matters. In addition, all material management matters shall bereported to the Company’s related division.
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,54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 and effectivenessof 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 & Supervisory Board Members by directors and employees of
the Company and framework for reporting to Audit & Supervisory Board Members of theCompany by directors, Audit & Supervisory Board Members, and employees of subsidiaries, or
those who have received reports from said persons
i. In addition to matters designated by law, directors and employees of the Company anddirectors, Audit & Supervisory Board Members, and employees of each Group company
shall report the following to Audit & Supervisory Board Members of the Company without
delay.
a. Material violations of laws and regulations and the Articles of Incorporation as well as
misconduct, by directors or employees
b. Crucial information obtained through whistle-blowingc. Other facts that threaten to cause significant losses to the Company and each Group
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 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 theCompany
i. Audit & Supervisory Board Members of the Company may attend Board meetings, those of
the management committee, the executive conferences, and other important meetings, andunderstand 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.
55

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 of the Company to realize a collaborative framework for
effective audits.
iv. Audit & Supervisory Board Members of the Company and each Group company shallexchange information and enhance collaboration throughout the Group at Group Audit &Supervisory Board Members’ Liaison Meetings.
v. The Company shall establish a liaison office for the Audit & Supervisory Board and Group
Audit & Supervisory Board Members’ Liaison Meetings in the Internal Audit Department of
the Company to promote efficient audits by Audit & Supervisory Board Members of theCompany and each Group company.
vi. The Company shall receive explanations on the contents of its accounts from the
Accounting Auditor as needed and exchange information to realize a collaborative
framework for effective audits.

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

Execution of duties by directors
The Board of Directors holds 20 meetings which are attended by the directors and Audit &Supervisory Board Members (one resolution was separately adopted by means of writing).
Those in attendance adopt resolutions on individual proposals in accordance with decisionmaking standards, and also discuss matters and make resolutions with respect to key issuesof mid- to long-term management strategies encompassing areas such as growth strategy,
investment, capital management policy, and human 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.
56

In addition, in order to be a corporate Group broadly trusted by society, we have declared in
the “Corporate Stances” 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.
iii) Risk management
Officers responsible for divisions in charge of compliance and risk management are stationed
at the Company and each Group company, forming a system 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, andeffectively monitor operations in a manner that is coordinated with Group management.

(3) Policy on Decision of Appropriation of Surplus
As a pure holding company, the purpose of the Company is to enhance the entire Group’s corporate
value. Accordingly, the Company pays dividends from surplus with the goal of having a payout ratioof 40% or more on the basis of profit attributable to owners of parent for the fiscal year underreview. Retained earnings are used to facilitate the growth of the Group as a 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 the corporate value inthe future. Finally, the Company will flexibly consider the use of treasury shares, such as utilization
for M&A, as a part of our capital policy.

57

Consolidated Balance Sheet(As of March 31, 2024)(Millions of yen)

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

Liabilities
496,353

Current liabilities

345,905

195,061

Notes and accounts payable - trade

164,073

212,094

Short-term borrowings

10,18152,787

Lease obligations

5,868

Inventories

2,033

Income taxes payable

8,369

Other

35,977

Deferred installment income

5,163

Allowance for doubtful accounts(1,599)Provision for bonuses

32,280Other

119,968

Non-current assets

639,541454,753

Non-current liabilities

198,009

Buildings and structures

165,533

Bonds payable

20,000Machinery and equipment

18,299Long-term borrowings

20,818

Vehicles29,173

Lease obligations

35,659Land

175,187

Deferred tax liabilities

Leased assets

35,556

Construction in progress

17,147

Other

13,855Retirement benefit liability
103,077
Provisions for share based remuneration328
for officers
Other
17,589Property, plant, and equipment

Intangible assets

41,215

Software36,653

Other

4,562

Total liabilities

535

543,914

Net assets

143,571

Shareholders’ equity

569,333

50,867

Share capital

127,234

Long-term loans receivable

5,107

Capital surplus

36,839Leasehold deposits

23,255Retained earnings

448,109

Deferred tax assets

63,277

Treasury shares(42,850)

Other

3,342

Allowance for doubtful accounts(2,278) income
Valuation difference on available-for-salesecurities
Foreign currency translation adjustment

Investments and other assets
Investment securities

Accumulated other comprehensive

Remeasurements of defined benefit plans

Non-controlling interests
Total net assets
Total assets

1,135,895

Total liabilities and net assets

58

16,422
14,354
2,907
(839)
6,225
591,980
1,135,895

Consolidated Statement of Income(From April 1, 2023 to March 31, 2024)(Millions of yen)
Operating revenue

1,758,626

Operating cost

1,664,317

Operating gross profit

94,308Selling, general, and administrative expenses

54,249Operating profit
Non-operating income
Interest and dividend income

40,059
1,771

Other revenue

2,869

4,640

Non-operating expenses
Interest expenses

1,404

Share of loss of entities accounted for using equity method
Other

837
1,999

Ordinary profit

4,241
40,458Extraordinary income
Gain on sales of non-current assets

12,239Gain on sales of investment securities

3,861

Other

10

Extraordinary losses
Loss on retirement of non-current assets

16,110401

Impairment loss

1,423

Loss on valuation of investment securities

95

Payments for retirement and other

2,727

Provision of allowance for doubtful accounts

188

Other

29

Profit before income taxes

4,865
51,704

Income taxes-current

13,926

Income taxes-deferred(61)

Profit13,864

Profit attributable to non-controlling interests

37,840213

Profit attributable to owners of parent

37,62659

Consolidated Statement of Comprehensive Income(From April 1, 2023 to March 31, 2024)(Millions of yen)
Profit37,840

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

5,063

Foreign currency translation adjustment

1,118

Remeasurements of defined benefit plans, net of tax(1,971)

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

(48)
4,163

Comprehensive income

42,003(Breakdown)Comprehensive income attributable to owners of parent
Comprehensive income attributable to non-controlling interests

60

41,798205

Consolidated Statement of Changes in Equity(From April 1, 2023 to March 31, 2024)(Millions of yen)
Shareholders’ equity
Capitalsurplus

Share capital
Balance as of April 1, 2023

127,234

Retainedearnings

36,839Total
shareholders’equityTreasuryshares473,891(39,835)

598,130

Changes during period
Dividends of surplus(16,432)(16,432)

Profit attributable to owners of parent
Purchase of treasury shares

37,626

37,626(50,001)(50,001)10

10(46,975)

46,975––(25,781)(3,015)(28,796)

36,839448,109(42,850)569,333

Disposal of treasury shares

0Cancellation of treasury shares(0)–127,234

Net changes in items other thanshareholders’ equity
Total changes during period
Balance as of March 31, 2024

(Millions of yen)
Accumulated other comprehensive income
Valuation
Remeasur
Total
difference
Foreign
ements of accumulatedoncurrency
definedotheravailabletranslation
benefitcomprehenfor-saleadjustment
plans
sive income
securities
Balance as of April 1, 2023

9,280

1,781

1,188

12,250Noncontrollinginterests

Total net
assets

6,049

616,430

Changes during period
Dividends of surplus(16,432)

Profit attributable to owners of parent
Purchase of treasury shares(50,001)

37,626

Disposal of treasury shares

10

Cancellation of treasury shares–

Net changes in items other thanshareholders’ equity

5,074

1,126

(2,028)

4,171

175

4,347

Total changes during period

5,074

1,126

(2,028)

4,171

175

(24,449)

Balance as of March 31, 2024

14,354

2,907

(839)

16,4226,225

591,98061

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:
27
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, Express Network Co., Ltd. is
excluded from the scope of consolidation due to the conclusion of its liquidation, and Yamato
Staff Supply Co. Ltd. is excluded from the scope of consolidation due to the partial transfer of its
shares.

2)

Non-consolidated Subsidiaries, etc.
OTL ASIA SDN. BHD. and certain other subsidiaries are not included within the scope of
consolidation. The total assets, operating revenue, profit, and retained earnings of these nonconsolidated subsidiaries are immaterial and, even taken together as a group, they do not exert asignificant influence on the consolidated financial statements.

(3) Application of Equity Method1)

Number of Affiliates Accounted for Using Equity Method: 30
Names of major equity method affiliates:
Packcity Japan Co., Ltd.
GDEX BHD.
Yamato Lease Co., Ltd.
Yamato Home Convenience Co., Ltd.
Yamato Staff Supply Co. Ltd.
Effective from the beginning of the fiscal year under review, Yamato Staff Supply Co. Ltd. is
excluded from the scope of consolidation and included in the scope of the equity method due tothe partial transfer of shares. Effective from the beginning of the fiscal year under review, ALP
Capital Sdn. Bhd. and four other companies are included in the scope of the equity method dueto 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 otheraffiliated companies are excluded from the scope of entities accounted for using the equity
method because they do not exert a significant influence on the consolidated financial
statements even when taken together as a group, given the immateriality of their profit (theamount corresponding to the ownership held by the Company), retained earnings (the amountcorresponding to the ownership held by the Company), and other financial results.

3)

Special Note on the Application of Equity Method
The fiscal year-end dates of certain entities accounted for using the equity method differ from 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, 2023, and March 31, 2024, which is the consolidated closing date.

62

(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 calculatedby the moving average method)
Stocks and other securities with no market priceStated at the cost calculated 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

2)

Valuation Basis and Methods for Inventories
Stated at the cost calculated by first-in first-out method (for the value stated in the balance sheet,book value is written down based on the decreased profitability)3)

Depreciation and Amortization Methods of Non-current Assets
Property, plant, and equipment (excluding leased assets):
Straight-line method
Intangible assets (excluding leased assets):
Straight-line method. However, software is amortized by the straight-line method over theestimated useful life (five years).
Leased assets:
Straight-line method where the useful life of leased assets shall be equal to the lease
period and the residual value shall be zero4)

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 in individual cases and prospective uncollectible amount is provided.
Provision for bonuses
The provision for bonuses is provided for the payment of bonuses to employees based on
the amount expected to be paid.
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.

63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:
454,753 million yen
Intangible assets:
41,215 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.
Asset groups are created in consideration of the management accounting classification and the unit
used for investment decision making. For Yamato Transport Co., Ltd., the Company reviewed its
grouping in accordance with the changes of the management accounting classification. The grouping
is based on customer segments and business segments, and assets associated with Corporate
function are classified as common assets.
Regarding the above property, plant, and equipment and intangible assets, the Company identified
signs of impairment and judged the necessity to recognize impairment losses of the assets by eachgroup. However, there is a possibility that those numbers used for the evaluation may be impacted byuncertain future economic and business conditions, including cost situation caused by the changes inthe external environment such as the trends of prices and delivery volumes of TA-Q-BIN, resourceand energy prices, hourly wage rates, etc. If it becomes necessary to revise the premise andassumptions of estimates, it may have a material impact on the consolidated financial statements forthe next and subsequent periods.

64

3. Notes on Additional Information(The “Board Benefit Trust (BBT),” a performance-linked stock compensation plan)
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 is 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 480 thousand shares of suchtreasury shares at a book value of 1,366 million yen as of March 31, 2024.
(Dissolution and Liquidation of Subsidiaries)
At the Company’s Board of Directors meeting held in the previous fiscal year, the Company resolved toliquidate its subsidiaries, YAMATO ASIA PTE. LTD. and YAMATO INVESTMENT (HONG KONG)
LIMITED, and is preparing for the liquidation proceedings now.
(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

65

(3) Timing of Dissolution and Liquidation(YAMATO ASIA PTE. LTD.)
・

Extraordinary General Meeting of Shareholders (companies concerned)
September 2024 (planned)・Completion of liquidation

September 2025 (planned)(YAMATO INVESTMENT (HONG KONG) LIMITED)・

Extraordinary General Meeting of Shareholders (companies concerned)
May 2024 (planned)・Completion of liquidation

December 2024 (planned)(4) Status and Total Liabilities of the Subsidiaries(YAMATO ASIA PTE. LTD.)Net assets
Total assets
Total liabilities

8,112 million yen
8,123 million yen
11 million yen(YAMATO INVESTMENT (HONG KONG) LIMITED)Net assets
10,188 million yen
Total assets
10,192 million yen
Total liabilities
4 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 Group Tax Sharing System)
Regarding the accounting treatment and disclosure related to tax effect accounting for corporate income
tax and local corporate tax, the Company and some domestic consolidated subsidiaries are applying theGroup Tax Sharing System from the fiscal year under review in compliance with the “Practical Solution on
the Accounting and Disclosure Under the Group Tax Sharing System” (ASBJ 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:
1,083 million yen
Accounts receivable - trade:
182,771 million yen
Contract assets:
4,551 million yen

2)

Amount of contract liabilities included in other current liabilities
Contract liabilities:
13,431 million yen(2) Accumulated depreciation of property, plant, and equipment:(3) Balance of liabilities on guarantee
Guarantee of obligation for debt financing: 20 million yen

66

523,900 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.
Use of asset
Idle assets andotherType of asset
Machinery andequipment,
software, other

Impairment loss
(Millions of yen)

RegionYamato Transport Co., Ltd.
Kansai Gateway (Ibaraki City, Osaka)
Six other premises

1,423

At the Yamato Group, asset groups are created in consideration of the management accountingclassification and the unit used for investment decision making. For Yamato Transport Co., Ltd., theCompany reviewed its grouping in accordance with the changes of the management accountingclassification. The grouping is based on customer segments and business segments, and assets
associated with Corporate function are classified as common assets. For the Company and its
consolidated subsidiaries, the grouping is based on the unit of department. For idle assets, thegrouping is based on individual 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 Kansai Gateway of Yamato Transport Co., Ltd. and 6 other premises, and it
decreased the book value of the relevant asset group to the recoverable value and posted therelevant decrease of 1,423 million yen to extraordinary losses as an impairment loss.
A main breakdown of this decrease shows that 863 million yen was attributable to machinery andequipment and 522 million yen was attributable to software.
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 6.00%). 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

379,824–

19,328360,496

Total

379,824–

19,328360,496

Common shares*2

17,552

19,32819,332

17,548

Total

17,552

19,32819,332

17,548Issued shares

Treasury shares

Notes: 1.
2.

The decrease of 19,328 thousand shares in the number of common shares issued is due to the cancellationof treasury stock held.
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 480 thousand sharesat the end of the fiscal year under review).
The increase of 19,328 thousand shares of treasury shares of common shares is mainly due to the67purchase of 19,328 thousand treasury shares.
The decrease of 19,332 thousand shares of treasury shares of common shares is mainly due to thecancellation of 19,328 thousand treasury shares and the provision of three thousand treasury shares toretired officers through the Board Benefit Trust (BBT).

(2) Dividends
1)Payments of dividends

Resolution

Type of shares

Total amount ofdividends(Millions of yen)

Dividend pershare (Yen)Record date

Effective date on
and after

May 17, 2023
Common8,343
23 March 31, 2023
June 2, 2023
Board of Directors
sharesNovember 1, 2023
CommonSeptember 30,
December 8,
8,089
23
Board of Directors
shares2023
2023
Notes: 1.
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).
2.
The total amount of dividends resolved by the Board of Directors on November 1, 2023 includes dividendsof 11 million yen for the Company’s shares held by the Board Benefit Trust (BBT).

2)

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

Resolution

Type ofsharesTotal amountof dividends(Millions ofyen)

Source ofdividend

Dividend pershare (Yen)Record date

Effective dateon and after

May 15, 2024
CommonRetained
March 31,
Board of
7,898
23
May 31, 2024
sharesearnings
2024
Directors
Note: The total amount of dividends resolved by the Board of Directors on May 15, 2024, 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 fixed 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

68

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,
2024, their fair values, and differences between them.
(Millions of yen)Amount on the
consolidated balance
sheet
Notes and accounts receivable trade and contract assets

212,094

Allowance for doubtful accounts(302)
211,792

Fair value

Difference

211,81220

46,62050,952

4,332

Investment securities

25,82225,822–

Shares of subsidiaries andassociates

3,764

7,205

3,440

Short-term borrowings[10,181][10,181]–Long-term borrowings[20,818][20,802](15)

Accounts receivable - installment

52,787

Allowance for doubtful accounts(1,003)

Deferred installment income[5,163]

Investment securities

Notes: 1. Items recognized as liabilities are shown in brackets [ ] both under Amount on the consolidated balance 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 and accounts receivable - trade and contract assets are presented after deducting allowances for
doubtful accounts set up for notes and accounts receivable - trade and contract assets not payable in the shortterm.
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 11,979 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 9,300 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.

69

1)

Financial instruments carried on the consolidated balance sheet at fair value
Item

Fair value (Millions of yen)
Level 1

Level 2

Level 3

Total

Investment securities
Available-for-salesecurities
Stocks25,655––25,655

Others

167

–

–

167

25,822––25,822

Total assets

2)

Financial 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–

211,812–211,812–50,952–50,952

7,205

–

–

7,205

7,205

262,765–

269,970–

10,181–

10,18120,802–20,80230,984–30,984

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

Notes: Explanation of valuation techniques used and inputs related to the calculation of fair value
Investment securities
Stocks are listed stocks and are valued using quoted market prices. Since listed stocks are traded in active
markets, their fair value is classified as Level 1 fair value.
Others are stock acquisition rights and are valued using quoted market prices. Since stock acquisition rights aretraded in active markets, their fair value 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 and long-term borrowings
The fair value of short-term borrowings and long-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 theremaining term of the debt, and credit risk and is classified as Level 2 fair value.

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

Corporate
Business Unit

1,181,251

627,096

22,835

1,831,183

Logistical support income

3,640

226,522–230,162

Other

28,91331,842

137,728

198,484

1,213,805

885,460

160,564

2,259,830

–

–

3,387

3,387

Transportation income

Revenue from contracts withcustomers
Other revenue (Note 2)
Total

Other
Note 1

Total

1,213,805

885,460

163,951

2,263,217

Operating revenue or transfers
within the segment(3,082)(48,129)(6,603)(57,815)

Operating revenue by segment

1,210,723

837,331

157,347

2,205,402

Operating revenue or transfers(332,775)(13,234)(100,766)(446,775)
between segments
Operating revenue from877,948824,096
56,581
1,758,626
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, 2024
Receivables from contracts with customers (beginning balance)

185,549

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

183,854

Contract assets (beginning balance)

4,793

Contract assets (balance at end of period)

4,551

Contract liabilities (beginning balance)

14,263Contract liabilities (balance at end of period)

13,431

Contract assets are mainly recognized in TA-Q-BIN transactions and are recognized based on theestimated revenue from the progress of deliveries up to the end of the fiscal year. Contract assets 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.

71

Among the revenues recognized during the fiscal year under review, the amount included in thecontract liability balance at the beginning of the period was 11,282 million yen.
The amount of revenue recognized in the fiscal year under review from performance obligations
satisfied in prior periods was not material.
2) Transaction prices allocated to remaining performance obligations
The Company and its subsidiaries apply the practical expedient in noting transaction prices 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 TA-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:

1,708.00 yen
107.23 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) (480 thousand sharesat the end of the fiscal year under review and 481 thousand shares in the average number of shares during the
fiscal year under review).

72

Non-consolidated Balance Sheet(As of March 31, 2024)(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
40,285
18,38688
15,5395,082
1,188

408,768
17,895
2,781
257
6,632

Current liabilities
Trade accounts payable
Short-term borrowings
Income taxes payable
Deposits received
Provision for bonuses
Accounts payable - purchase of shares ofsubsidiaries and associates
Other

Non-current liabilities
Bonds payable
Long-term borrowings
Provision for retirement benefits
Provisions for share based remunerationfor officers
Other

8,199
24
332
331
1
390,539
33,791
309,329
38,585
7,735
1,740
(590)
(54)

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

Valuation and translation adjustments
Valuation difference on available-forsale securities

Total assets

449,053

102,543654
10,181
326
83,9794
7,236
161
41,59220,00020,818124328
321
144,135
291,678
127,234
36,82236,822
170,471
170,471
138,965
31,505(42,850)
13,23913,239Total net assets

304,918

Total liabilities and net assets

449,05373

Non-consolidated Statement of Income(From April 1, 2023 to March 31, 2024)(Millions of yen)
Operating revenue

36,454

Selling, general, and administrative expenses

6,532

Operating profit

29,922Non-operating income
Interest and dividend income

1,394

Leasing income

2,117
287

Other revenue

3,800

Non-operating expenses
Interest expenses

80

Facility charges

2,117

Other

944

Ordinary profit

3,142
30,580Extraordinary income
Gain on sales of investment securities
Gain on sales of shares of subsidiaries and associates

1,347
2,142

Other

191

3,680

Extraordinary losses
Loss on valuation of investment securities

95

Loss on valuation of shares of subsidiaries and associates

835

Provision of allowance for doubtful accounts

188

Other

0

Profit before income taxes

1,118
33,141

Income taxes-current

1,490

Income taxes-deferred(689)

Profit801
32,34074

Non-consolidated Statement of Changes in Equity(From April 1, 2023 to March 31, 2024)(Millions of yen)
Shareholders’ equity
Capital surplus

Balance as of April 1, 2023

Share capital

Legal capitalsurplus

Other capitalsurplus

Total capitalsurplus127,234

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

62,573

Changes during period
Dividends of surplus(16,432)

Profit32,340Purchase of treasury shares
Disposal of treasury shares
Cancellation of treasury
sharesNet changes in items otherthan shareholders’ equity
Total changes during period

0

0

(0)

(0)

–

–

–

–

–

(31,067)

Balance as of March 31, 2024

127,234

36,822–36,822

138,965

31,505(46,975)(Millions of yen)
Shareholders’ equity

Balance as of April 1, 2023

Retainedearnings
Total retained
earnings

Treasury shares

Total
shareholders’equity201,539(39,835)

325,761

Valuation andtranslation
adjustments
Valuationdifference on
available-for-salesecurities

Total net assets

8,106

333,868

Changes during period
Dividends of surplus(16,432)

Profit32,340(16,432)(16,432)

32,34032,340Purchase of treasury shares(50,001)(50,001)(50,001)

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

10

10

10

46,975––(31,067)(3,015)(34,082)

5,133(28,949)

Balance as of March 31, 2024

170,471(42,850)

291,678

13,239304,918(46,975)

5,133

75

5,133

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 calculatedby the moving average method)
Stocks and other securities with no market priceStated at the cost calculated 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 calculated 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, 2024.
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 to
the end of the fiscal year under review.

76

2)

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.
(4) Method of Accounting for Retirement Benefits
The method of accounting for unrecognized actuarial differences on retirement benefits is different
from 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

309,329 million yen(54) million yen(2) Information on significant accounting estimates for identified items
In principle, stocks of subsidiaries and affiliates are stated at the cost calculated by the movingaverage method. In the event of a decline in the effective value, the Company determines whether or
not to recognize a write-down based on estimates of the business plans and other factors of therelevant company. In determining whether or not to recognize a write-down, certain assumptions are
made with respect to business plans and other estimates. These assumptions are subject to uncertain
future economic and business conditions, which may have a material impact on the financial
statements for the next and subsequent periods.
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 the77Company’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” in the Notes to Consolidated
Financial Statements and thus omitted.
(Dissolution and Liquidation of Subsidiaries)
At the Company’s Board of Directors meeting held in the previous fiscal year, the Company resolved toliquidate its subsidiaries, YAMATO ASIA PTE. LTD. and YAMATO INVESTMENT (HONG KONG)
LIMITED, and is preparing for the liquidation proceedings now.
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:
1,727 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:
345 million yen(3) Monetary receivables from, and monetary payables to, subsidiaries and associates
Short-term monetary receivables:
15,998 million yen
Long-term monetary receivables:
37,058 million yen
Short-term monetary payables:
91,457 million yen
7. Notes to the Non-consolidated Statement of Income(1) Transaction with subsidiaries and associates
Operating revenue:
Operating expenses:
Non-operating transactions:

36,453 million yen
2,562 million yen
3,145 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

17,552

19,328

Number of decreased
shares in fiscal year
under review

Number of shares as ofend of fiscal year underreview

19,332

17,548Notes: 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 480 thousand shares at the end of
the fiscal year under review).
The increase of 19,328 thousand shares of treasury shares of common shares is mainly due to the purchase of
19,328 thousand treasury shares.
The decrease of 19,332 thousand shares of treasury shares of common shares is mainly due to the cancellation of
19,328 thousand treasury shares and the provision of three thousand treasury shares to retired officers through theBoard Benefit Trust (BBT).

78

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

30

Provision for retirement benefits

38

Loss on valuation of investment securities

663

Shares of subsidiaries and associates

62,505

Other704
Subtotal

Allowance for devaluation

63,942(52,050)

Total

11,891

Deferred tax liabilities
Valuation difference on available-for-sale securities(4,109)

Other

(46)
Total

Net deferred tax assets(4,156)
7,735

Regarding the accounting treatment and disclosure related to tax effect accounting for corporate income
tax and local corporate tax, the Company is applying the Group Tax Sharing System from the fiscal year
under review and complies with the “Practical Solution on the Accounting and Disclosure Under the GroupTax Sharing System” (ASBJ Practical Solutions No. 42, August 12, 2021).

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

Location

CapitalMain businessSubsidiary

Yamato Transport
Co., Ltd.

Chuo-ku, Tokyo

Subsidiary

YAMATO ASIA
PTE. LTD.

Singapore(Millions ofS$)
352

Subsidiary

YAMATOINVESTMENT(HONG KONG)
LIMITED

Hong Kong(Millions of
HK$)
970

Subsidiary

Yamato System
Development Co.,Ltd.

Koto-ku, Tokyo

1,800

Subsidiary

Yamato Credit &Finance Co., Ltd.

Toshima-ku,
Tokyo

500

Subsidiary

YamatoAutoworks Co.,Ltd.

Chuo-ku, Tokyo30

50,00080Home delivery
business forindividuals andsmall and mediumsized corporate
customers
Transportation
business for large
corporate
customers
Management ofregional operations
in Southeast Asia,
businessdevelopment, andmarket research
Management ofregional operations
in East Asia,
businessdevelopment, andmarket research
Systemdevelopment
Installment credit
and financeservices
VehicleManagement
Service businessHolding ofvoting rights

Relationship
Concurrent
positions held byofficers

Direct holdings
100.0%

Concurrently 4
persons

Direct holdings
100.0%

Concurrently 2
persons

Direct holdings
100.0%

None

Direct holdings
100.0%

Concurrently 2
persons

Direct holdings
70.0%

Concurrently 1
personDirect holdings
100.0%

Concurrently 2
persons(Millions of yen)
StatusCompany

Relationship
Businessrelationships

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

Subsidiary

YamatoTransport Co.,
Ltd.

Executive
management
Loans for funding

Subsidiary

Subsidiary

YAMATOINVESTMENT(HONG KONG)
LIMITED

Subsidiary

Yamato System
Development
Co., Ltd.

Subsidiary

Yamato Credit &Finance Co., Ltd.

Executive
management

Executive
management

Executive
management
Executive
management
Loans for funding

Subsidiary

Notes:

YamatoAutoworks Co.,
Ltd.

Executive
management

–

2,038

Trade accounts
payable198

Loans forenvironmental
investment

21,00052(1,916)1

Acquisition ofshares of
subsidiaries andassociates, etc.

8,423

Acquisition ofshares of
subsidiaries andassociates

6,282

Funding
Payment ofinterest

Balance at
end of period

–

2,117

Cash anddeposits received
for the liquidation
proceedings
Funding
Payment ofinterest
Loans for working
capitalRepayment ofworking capital
Receipt ofinterest

Account item

4,189

Leasing income

Receipt ofinterest
Funding
Payment ofinterest
YAMATO ASIA
PTE. LTD.

Dealingamount

–
1,535
0
7,055
6,914
43
1,813
0

Other current
assetsShort-term loans
receivable
Long-term loans
receivable
Other current
assets181
20,818Deposits
received

50,028

Account payable
for acquisition ofshares of
subsidiaries andassociates
Account payable
for acquisition ofshares of
subsidiaries andassociates

191

18

887

6,348

Deposits
received

4,217

Deposits
received

15,834

Short-term loans
receivable
Long-term loans
receivable

14,757
12,146

Deposits
received

6,859

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 acquisition value of shares, etc. of YAMATO ASIA PTE. LTD. and YAMATO INVESTMENT (HONG
KONG) LIMITED is determined based on the prices calculated by a third party or market prices.
(6) Deposits received from YAMATO INVESTMENT (HONG KONG) LIMITED are its cash and deposits entrusted
to the Company due to the closure of bank accounts for its liquidation proceedings.
(7) Of loans provided as working capital to Yamato Credit & Finance Co., Ltd., the dealing amount of short-termloans records the net amount of increase or decrease during the period.
(8) To prepare for the loss of business in subsidiaries, an allowance for doubtful accounts of 188 million yen forloans receivable was recorded in the fiscal year under review. The balance of allowance for doubtful accounts
was 590 million yen.

81

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

889.11 yen
92.17 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 ofshares held in the Company’s own name and the number of shares of the Company’s stock heldby the Board Benefit Trust (BBT) (480 thousand shares at the end of the fiscal year under review
and 481 thousand shares in the average number of shares during the fiscal year under review).

82

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

INDEPENDENT AUDITOR’S REPORTMay 9, 2024

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, 2024 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, 2023 to March 31, 2024, 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, 2024, 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 is83

responsible for the preparation and disclosure of the other information. Audit & Supervisory Board
Members and the Audit & Supervisory Board are responsible for overseeing the Directors’ execution of
their duties with regard to the design, implementation and maintenance of the reporting process for theother information.
The other information is not included in the scope of our opinion on the consolidated financial
statements, and we do not provide our opinion on the other information.
Our responsibility in auditing the consolidated financial statements is to read the other information and,in the course of reading, consider whether the other information is materially inconsistent with theconsolidated financial statements or our knowledge obtained in the course of our audit, and pay attention
to whether there are any other signs of material errors in the other information in addition to suchmaterial inconsistency.
If, based on the work we have performed, we conclude that there is a material error in the otherinformation, we are required to report that fact.
We have nothing to report with respect to the other information.
Responsibilities of Management, Audit & Supervisory Board Members and the Audit & Supervisory
Board for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial
statements in accordance with accounting principles generally accepted in Japan, and for such internal
control as management determines is necessary to enable the preparation and fair presentation of
consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing whether it
is appropriate to prepare the consolidated financial statements with the assumption of a going concern,and in accordance with accounting principles generally accepted in Japan, for disclosing, as necessary,matters related to going concern.
Audit & Supervisory Board Members and the Audit & Supervisory Board are responsible for overseeing
the Directors’ performance of duties within the maintenance and operation of the financial reporting
process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our responsibilities are to obtain reasonable assurance about whether the consolidated financial
statements as a whole are free from material misstatement, whether due to fraud or error, and to issue
an auditor’s report that expresses our opinion on the consolidated financial statements based on our
audit from an independent point of view. Misstatements can arise from fraud or error and are consideredmaterial if, individually or in the aggregate, they could reasonably be expected to influence the decisionsof users of these consolidated financial statements.
In accordance with auditing standards generally accepted in Japan, we exercise professional judgment
and maintain professional skepticism throughout the audit process to perform the following:
Identify and assess the risks of material misstatement, whether due to fraud or error, and design andperform audit procedures responsive to those risks. Selecting audit procedures to be applied is at
the discretion of the auditor. Obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion.
When auditing the consolidated financial statements, consider internal control relevant to the audit
in order to design audit procedures that are appropriate in the circumstances in making risk
assessments, but not for the purpose of expressing an opinion on the effectiveness of the entity’s
internal control.
Evaluate the appropriateness of accounting policies used by management and their method of
application, as well as the reasonableness of accounting estimates made by management andrelated notes thereto.
Conclude on the appropriateness of preparing the consolidated financial statements with 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.

84Evaluate whether the presentation of the consolidated financial statements and notes to theconsolidated financial statements are in accordance with accounting standards generally acceptedin Japan, as well as evaluate the presentation, structure, and content of the consolidated financial
statements, including the related notes thereto, and whether the consolidated financial statements
fairly present the underlying transactions and accounting events.
Obtain sufficient appropriate audit evidence regarding the financial information of the Company andits consolidated subsidiaries to express an opinion on the consolidated financial statements. We areresponsible for the direction, supervision and performance of the audit of the consolidated financial
statements. We remain solely responsible for our audit opinion.
We report to the Audit & Supervisory Board Members and the Audit & Supervisory Board regarding,among other matters, the planned scope and timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we identify during our audit process, and other mattersrequired by auditing standards.
We also provide the Audit & Supervisory Board Members and the Audit & Supervisory Board with astatement that we have complied with relevant ethical requirements in Japan regarding independence,and to communicate with them all relationships and other matters that may reasonably be deemed tobear on our independence, and where applicable, any measures taken to remove hinderances toindependence or any safeguards applied to mitigate hinderances to a tolerable level.
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.

85

(TRANSLATION)

Audit Report of Accounting Auditor on Non-consolidated Financial Statements

INDEPENDENT AUDITOR’S REPORTMay 9, 2024

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, 2024 of
Yamato Holdings Co., Ltd. (the “Company”), and the Non-consolidated Statement of Income and Nonconsolidated Statement of Changes in Equity for the 159th fiscal year from April 1, 2023 to March 31, 2024,
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, 2024, 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.

86

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
87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, any measures taken to remove hinderances to independenceor any safeguards applied to mitigate hinderances to a tolerable level.
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.

88

(TRANSLATION)

Audit Report of the Audit & Supervisory Board

AUDIT REPORTRegarding the performance of duties by the Directors for the 159th business year from April 1, 2023 to March
31, 2024, 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) and other relevant standards, andsought 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

89

(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 9, 2024
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

90

Tsutomu Sasaki(seal)

Yoshito Shoji(seal)

Takashi Yamashita(seal)

Ryuji Matsuda(seal)

Yoshihide
Shimoyama(seal)

Access to the Venue
Date and time:

Friday, June 21, 2024, 10:00 a.m. (The reception desk will open at
9:00 a.m.)
Meeting venue: B1F Hall, Belle Salle Shiodome
Sumitomo Realty & Development Shiodome Hamarikyu Building 211, Ginza 8-chome, Chuo-ku, Tokyo
TEL:
03-3541-4141
JR Line:From Shimbashi Station (Shiodome Exit or Karasumori Exit)

15 minute walkToei Asakusa Line
From Shimbashi Station (JR Shimbashi Station and Shiodome district Exit)
15 minute walkTokyo Metro Ginza Line
From Shimbashi Station (Exit 4)

15 minute walkToei Oedo Line
From Shiodome Station (JR Shimbashi Station Exit)*

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 5 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/91