Corporate Governance
Last Updated: June 27, 2024

YAMATO HOLDINGS CO., LTD.
Yutaka Nagao
President
Contact: +81-3-3541-4141
Securities Code: 9064
http://www.yamato-hd.co.jp
The corporate governance of YAMATO HOLDINGS CO., LTD. (the “Company”) is described below.

I.

Basic Views on Corporate Governance, Capital Structure, Corporate Attributes andOther Basic Information

1. Basic Views
Based on the Yamato Group Corporate Philosophy, the Company and its group companies (the“Group”) has been engaging in business activities in line with laws and social norms, and promoting
management in conformity with compliance.
Moreover, positioning the effective use of the Group’s business resources to maximize its corporate
value as one of utmost management priorities, the Group has been implementing measures to enhance
its management structure as an approach to corporate governance.
[Reasons for Non-compliance with the Principles of the Japan’s Corporate Governance Code]
The Company complies with all principles (including ones for the Prime Market to be applied on andafter April 4, 2022) of Japan’s Corporate Governance Code revised in June 2021.
[Disclosure Based on the Principles of the Japan’s Corporate Governance Code] [Updated]
Initiatives of Yamato Holdings for corporate governance have been described in this report as well as
the Corporate Governance Guidelines, the Notices of the General Meeting of Shareholders, Japanese
securities reports and Integrated Reports prepared by the Company and its website, so please refer tothese reports and website.
Details of disclosure items based on the principles of the Japan’s Corporate Governance Code are as
follows.
[Principle 1-4 Cross-Shareholdings]
Policy on cross-shareholdings
The Company maintains a policy of owning stocks that are deemed meaningful, based on acomprehensive consideration, from a medium- to long-term perspective, of the relationship with theGroup’s businesses, the profitability of the Company, and the possibility of creating business
opportunities, among other factors.
A decision is made every year at the Board of Directors Meeting concerning whether to continue holding
the stocks, based on quantitative and qualitative consideration regarding primarily the benefits andrisks associated with holding the stocks, in light of various factors including the business track record
with the Company, and the market price of the shares. If it is decided, as a result of the consideration,that there is little significance of holding stocks, the Company reduces the stocks held.
Exercise of voting rights
The Company maintains a policy of making decisions on supporting or opposing agenda items on acase-by-case basis, and exercises the voting rights, with consideration given to the issuing company
raising its corporate value, the issuing company’s compliance framework, and the possibility that theissue will have a negative impact on the Group’s business, among other factors.

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[Principle 1-7 Transactions among Related Parties]
The Company has provided that the Board of Directors shall make decisions with respect to matterssuch as officers with interests in competing businesses and conflict-of-interest transactions, inaccordance with the Board of Directors Regulations and other regulations.
Also, the Company has established a framework to enable the persons giving approval to make surethat, if the Company or a Group company engages in business transactions with key shareholders orother related parties, the interests of shareholders and the Company are not harmed, taking into
consideration the importance and nature of the business transaction in question, in accordance withinternal regulations.
[Supplementary Principle 2-4-1 Ensuring Diversity in The Promotion to Core Human Resources]
The social environment surrounding our group is changing drastically, and the needs of society are
rapidly diversifying. In order to flexibly respond to these changes, the human resources active in theorganization must also become more diverse. By promoting respect for human rights and diversity, we
aim to become an internationally competitive corporate group that is resistant to market changes.
◆Basic Diversity Policy
The Yamato Group respects the diversity of its employees, and believes that allowing each individual
to maximize their abilities is the source of innovation that creates new value and leads to the growth ofthe company and the realization of a prosperous society. The Company promotes diversity throughout
the Group by creating a working environment where diverse human resources can play an active roleand training diverse human resources based on the approach of “Inclusive Management,” which is the
DNA of the Yamato Group.
Based on the “Sustainable Medium-Term Plan 2023” formulated in January 2021, the Group has
worked toward resolving each materiality issue in order to realize our environmental and social vision,
which we have set as our future vision for creating a sustainable future. We will continue to promotesustainable management.
◆Social Vision“Through Co-Creation and Fair Business Activities, Help Create a Society That Leaves No One Behind.”◆Goals and Status of “Human Rights and Diversity”• Percentage of all employees (full-timers) participating in human rights training
Target (cumulative total for fiscal year ended March 31, 2021 to fiscal year ended March 31, 2024):
100%
Status (fiscal year ended March 31, 2024): Percentage of all employees (full-timers) participating inhuman rights training: 100%
• Employment rate of persons with disabilities
Target (fiscal year ended March 31, 2024): 2.5%
Status (fiscal year ended March 31, 2024): 3.1%
• Number of female managers (executives) / ratio of female managers
Target (fiscal year ended March 31, 2024): Double the number compared with the fiscal year ended
March 31, 2021 / 10%
Status (fiscal year ended March 31, 2024): 362 people / 5.9%
In January 2022, we formulated the Yamato Group Human Rights Policy with the aim of strengthening
our human rights and diversity initiatives. In order to respect the diversity of people involved in the
Yamato Group and create a work environment where they can play an active role, we are continuing
trainings that include conducting human rights training for all employees (full-timers) and hold meetings
on the subject of human rights at each of our branches.
We continuously support the independence of approximately 3,600 people with disabilities, whocurrently work at the Yamato Group’s roughly 1,400 business sites.

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Furthermore, we promote the establishment of an environment where it is easy for female managers
to play active roles throughout the Yamato Group, such as by introducing through our in-housenewsletter the female managers serving as role models so that female employees can envision how
they will become managers.
As we do not recognize that there is any particular difference in the timing of hiring or nationality interms of promotion to management positions, we do not set or disclose targets for mid-career hires orforeign nationals to be promoted to management positions at this time.
*The Yamato Group’s sustainability and diversity initiatives, as well as ESG data, are posted on the
Company’s website.
• Yamato Group’s sustainability
https://www.yamato-hd.co.jp/english/csr/management/• Diversity
https://www.yamato-hd.co.jp/english/csr/society/human-rights.html• ESG data
https://www.yamato-hd.co.jp/english/csr/esg/performance.html• Integrated Reporthttps://www.yamato-hd.co.jp/english/investors/library/annualreport/[Principle 2-6 Roles as Asset Owners of Corporate Pension Plan]
In accordance with the revision of the Group’s retirement benefit system, the Yamato Group Corporate
Pension Fund was dissolved and the Yamato Group Employees Welfare Center, which took over theretirement benefit investment management function, manages the reserves for the Company’s
corporate pension plan. The Company facilitates the professional development of said Center’s staff
mainly by allocating personnel with expertise at the Center’s secretariat, and by sending staff members
to external seminars.
The Center’s management policies are decided by the board of Yamato Group Employees Welfare
Center, taking into consideration the deliberations of the Pension Assets Management Committee.
Personnel with the appropriate qualities are assigned to the Pension Assets Management Committee
and the board of Yamato Group Employees Welfare Center, and a labor union official is assigned as arepresentative for the beneficiaries.
[Principle 3-1 Enhancement of Disclosure](i) Company objectives (e.g., Management Philosophy), management strategies and management
plans
The Company formulates the medium-term management plan based on the Management Philosophy
for the purpose of increasing the overall corporate value while having respect for all stakeholders, andpublishes this plan on its website and other media.
(ii) Basic views and basic policies on corporate governance
The Company Precepts form the origin of the corporate spirit of the Company. Recognizing that its
Management Philosophy based on the Company Precepts represents what we aim to be, the Company
seeks to continually enhance its corporate value. To this end, the Company aims to improve thesatisfaction of all customers, shareholders, society and employees and pursues effective corporate
governance by ensuring management transparency, fairness and swiftness.
(iii) The Board of Directors’ policies and procedures in determining the compensation of the senior
managements and Directors
These are described in “Disclosure of Policy for Determining Compensation Amounts or Calculation
Methods Thereof” under II. 1. [Director Compensation].
(iv) The Board of Directors’ policies and procedures in the appointment and dismissal of the senior
management and the nomination of candidates for Director and Audit & Supervisory Board Member
Items for the appointment and dismissal of Directors, Audit & Supervisory Board Members andexecutive officers are deliberated by the Nomination and Compensation Committee, a majority of-3-

whose members are Outside Directors, and decided by the Board of Directors, under the policy of
appointing a person who has abundant experience and considerable insight relating to corporate
management and business promotion, grasps the essence of the issues facing the Company and has
capabilities that will enhance its management structure taking into consideration a sense of humanityfrom observing and evaluating from diverse perspectives. Furthermore, items for the appointment ofAudit & Supervisory Board Members require the approval of the Audit & Supervisory Board.
(v) Explanation of the individual appointment and dismissal of the senior management and thenominations of candidates for the positions as Director and Audit & Supervisory Board Member by the
Board of Directors based on (iv) above
Individual backgrounds and reasons for election of candidates for Director and Audit & Supervisory
Board Member have been described in Notices of the General Meeting of Shareholders.
[Supplementary Principle 3-1-3 Disclosure Related to Sustainability]
Based on the transformation plan “YAMATO NEXT100” formulated as a grand design for the
management over the medium to long term, in January 2020, the Company promotes the theme“Sustainability initiatives – Management embodying the environment and society.”
This plan cites dual visions in terms of paving the way to a sustainable future, one of which is theenvironmental vision “Connect. Deliver the Future via Green Logistics” and other of which is the social
vision “Through Co-Creation and Fair Business Activities, Help Create a Society That Leaves No One
Behind.” As material issues (materiality), the Yamato Group has identified “Energy & Climate,”“Atmosphere,” “Resource Conservation & Waste,” and “Resilience of Companies & Society” in theenvironmental area, and “Labor,” “Human Rights & Diversity,” “Safety & Security,” “Data Unitization &Security,” “Supply Chain Management,” and “Community” in the social area, and set long-term targets,
including climate neutrality by 2050*1.
*1Scope 1 & 2 (in-house emissions)
Furthermore, in January 2021, the Yamato Group formulated the “Sustainable Medium-Term Plan 2023
(Environment and Society).” This plan is a comprehensive mid-term sustainable plan that sets out
specific actions to be taken on each material issue (materiality) and targets to be achieved by the fiscal
year ending March 31, 2024 in order to achieve the two visions.
In May 2022, we announced a new GHG (greenhouse gas) emission target to achieve 48% reduction*1
compared with fiscal year ended March 31, 2021 for fiscal year ending March 31, 2031. We will workto achieve this goal to reduce GHG emissions with some of our major measures as “introduction of
23,500*2 EVs,” “introduction of 810 photo-voltaic power generation facilities,” and “increase overall ratioof electricity generated via renewable energy sources to 70%.”*1Scope 1 & 2 (in-house emissions)*2In February 2024, the number was changed from 20,000 to 23,500 EVs.
We established a dedicated department within the Company to oversee the Group-wide promotion ofsustainability, and we also deployed personnel responsible for sustainability at each Group company
to promote sustainability management Group-wide. In addition, with the president as chairman andcomposed of Yamato Transport officers (Senior Managing/Managing Executive Officers, etc.) andpresidents of major Group companies, the Yamato Group Environmental Committee and the YamatoGroup Social Promotion Committee meet once a year to discuss and resolve issues related tosustainability. And, in the area of “Environment,” three subcommittees (Energy, Climate & Atmosphere;
Resource Conservation & Waste; and Management and Collaboration) and in the “Social” area, threesubcommittees (Human Rights & Diversity; Supply Chain Management; and Local Community) meet
three times a year to discuss measures and check on their progress.
The Company recognizes that climate change is a significant issue for increasing the Group’s medium
to long-term corporate value and to realize a sustainable society, and we understand and evaluate
risks, opportunities and their impacts related to climate change. Furthermore, we shall work to enhance
information disclosure based on TCFD (Task Force on Climate-related Financial Disclosures)
recommendations.

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https://www.yamato-hd.co.jp/english/csr/environment/tcfd.html*The Yamato Group’s initiatives on sustainability and ESG data have been posted on the Company’s
website.
• The Yamato Group’s sustainability:
https://www.yamato-hd.co.jp/english/csr/management/• ESG data
https://www.yamato-hd.co.jp/english/csr/esg/performance.html• Integrated Reporthttps://www.yamato-hd.co.jp/english/investors/library/annualreport/
Investment in human capital and intellectual property
In the medium-term management plan “One Yamato 2023,” which concluded in the fiscal year ended
March 31, 2024, the Yamato Group worked on the following priority measures: HR strategy which
supports “Innovating Delivery Business” and Promoting data and innovation strategies.
*The Yamato Group’s medium-term management plan “One Yamato 2023,” the priority measures andinvestment plans in this plan are posted on the Company’s website.
• The Yamato Group’s medium-term management plan, “One Yamato 2023”
https://www.yamato-hd.co.jp/investors/library/briefing/pdf/3q_oneyamato_2021_03.pdf• Integrated Reporthttps://www.yamato-hd.co.jp/english/investors/library/annualreport/
In addition, in the medium-term management plan “Sustainability Transformation 2030 ~1st Stage~,”which concludes in the fiscal year ending March 31, 2027, the Yamato Group will continue to work on
reinforcement of HR strategy, digital strategy, environmental and social strategies, and corporate
governance as the platform for achieving sustainable enhancement of corporate value.
*The Yamato Group’s medium-term management plan “Sustainability Transformation 2030 ~1stStage~,” the priority measures and investment plans in this plan are posted on the Company’s website.
• Yamato Group medium-term management plan, “Sustainability Transformation 2030 ~1st Stage~”https://www.yamato-hd.co.jp/english/investors/policy/plan.html[Supplementary Principle 4-1-1 Determination and Disclosure of Scope of Matters Delegated toManagement]
The Board of Directors Meeting is held at least once a month to deliberate on and decide the basic
policies for business management.
On the other hand, the Company has set up the executive officer system in order to realize theefficiency of the management and the clarification of responsibility through the clear separation ofmanagement decision-making, supervision and execution. The scope of responsibility of each
executive officer that is decided by the Board of Directors is disclosed, and executive officers executebusiness in accordance with internal regulations.
[Supplementary Principle 4-9 Criteria for Determining Independence and Qualification for Independent
Outside Directors]
As policies for independence from the Company to elect Outside Directors and Outside Audit &Supervisory Board Members, the Company has established its own criteria for determining
independence as follows based on the criteria for determining independence presented by the Tokyo
Stock Exchange.
The Company has appointed all of the Outside Directors and Outside Audit & Supervisory Board
Members as independent officers provided for under the provisions of that exchange and registered-5-the individuals as such with the exchange.
<Criteria for determining independence>
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 Memberof the Company.
• A party whose major business partner(Note 1) is the Company or a Group company (hereinaftercollectively referred to as the “Company”), or otherwise if such party is a corporation or other such
entity, a person who executes business thereof;• A major business partner(Note 2) of the Company, or otherwise if such party is a corporation or othersuch entity, a person who executes business thereof;• A consultant, accounting professional or legal professional who receives substantial monetaryconsideration and/or other economic benefits(Note 3) from the Company besides officer remuneration;• A consultant, accounting professional, legal professional or other such professional who is a memberof a corporation or other such entity in the professional service industry whose major business
partner(Note 4) is the Company;• A major shareholder(Note 5) of the Company, or otherwise if such major shareholder is a corporationor other such entity, a person who executes business thereof;• A recipient of donations(Note 6) from the Company or a person who executes business thereof;• A person who falls under any of the aforementioned items in the past 3 years;• A person who has served in the past 3 years as a certified public accountant or a member of an audit
corporation that acts as the Company’s accounting auditor;• 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;• 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 the annual 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 the Company’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 in the most recent fiscal year.
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 othersuch entity on average in the past three fiscal years.
Note 5: This refers to a person or corporation who directly or indirectly holds voting rights that constitute
10% or more of 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 the most 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 inpositions 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.
[Supplementary Principle 4-10-1 Approach, authority, and role regarding independence of theNomination and Compensation Committee]
The Nomination and Compensation Committee shall comprise a majority of independent Outside
Directors and internal Directors, and shall be an advisory committee of the Board of Directors, and-6-

deliberate on particularly important proposals such as nomination and compensation and submit to theBoard of Directors, thereby raising management transparency.
The Nomination and Compensation Committee shall deliberate on proposals related to theappointment or removal of Directors, Audit & Supervisory Board Members, and executive officers
based on business performance and multi-faceted observations and evaluation, verify the validity ofsuch decisions, and then submit the results to the Board of Directors. In addition, the Nomination andCompensation Committee shall deliberate on proposals concerning policies related to thecompensation, etc. of Directors and executive officers and the details of compensation for eachindividual Director and executive officer, verify the validity of such decisions, and then submit the results
to the Board of Directors. Election of the successor to a Representative Director shall be proposed to
the Board of Directors, after deliberation based on multi-faceted observations and evaluation in regard
to the track record, human nature, etc. of multiple candidates, including those with a referral from theincumbent Representative Director, and verifying the validity of such decisions.
[Supplementary Principle 4-11-1 Views on Total Balance of Knowledge, Diversity and Size of the Boardof Directors]
The Board of Directors of the Company comprises a diverse group of officers with different areas ofknowledge regarding the Yamato Group’s businesses, as well as differing backgrounds including areasof professional expertise, experience, gender, and global awareness. The number of Directors cannot
exceed 12 as stipulated in the Articles of Incorporation. In addition, at least half of the Directors shallbe, in principle, independent Outside Directors who supervise from an independent and objective
position.
The election of Directors is decided by the Board of Directors, following deliberations by the Nomination
and Compensation Committee, a majority of whose members are independent Outside Directors andwhose Chairperson is an independent Outside Director, based on evaluation of performance, a senseof humanity and other factors from diverse perspectives.
The Company lists the expertise and experience of each Director and Audit & Supervisory Board
Member in the Notice of the General Meeting of Shareholders and the Integrated Report for the fiscal
year ended March 31, 2021 and thereafter.
• Notice of the 159th Ordinary General Meeting of Shareholders
https://www.yamato-hd.co.jp/english/investors/stock/meeting/pdf/E_syousyuu_2024.pdf[Supplementary Principle 4-11-2 Concurrent Positions Held by Outside Officers]
The status of Outside Directors or Outside Audit & Supervisory Board Members having concurrent
positions with other organizations is disclosed annually in the Notice of the General Meeting of
Shareholders, the Japanese securities report and other materials.
[Supplementary Principle 4-11-3 Analysis and Evaluation of Effectiveness of the Board of Directors]
In order to verify the effectiveness of the Board of Directors, the Company conducts individualinterviews by the Chairperson in addition to a questionnaire survey relating to the composition andmanagement conditions of the Board of Directors annually for all Directors and all Audit & Supervisory
Board Members and based on the result of the said survey, the Company evaluates the effectivenessof the Board of Directors’ management conditions, deliberation conditions, etc.
In the effectiveness evaluation for the fiscal year ended March 31, 2024, the Company received anevaluation that the composition, management conditions and deliberation conditions of the Board of
Directors were largely appropriate as a system where the Board of Directors serves the oversightfunction, and that the culture where attendees actively speak up and engage in unrestricteddiscussions at the Board of Directors Meeting had taken hold.
Specifically, the point was brought up that it has become an even more effective governance system
as the majority of both Directors and Audit & Supervisory Board Members are outside officers, and the
Chairperson who is an Outside Director is involved in selecting agenda items, etc.
In addition to the review of matters for resolution in order to make important management decisions,the effective functioning of the prior reading of meeting materials and prior briefings of Board of-7-

Directors Meetings was also highly evaluated. In particular, the fact that the execution side confirms,
reviews, and improves the points raised in the prior briefings before attending meetings of the Boardof Directors, thus enabling Directors and Audit& Supervisory Board Members to make management
decisions that take into account risks through more in-depth discussions, was cited as an effective
aspect of the system.
Furthermore, in addition to monthly reports from the president on the status of business execution atmeetings of the Board of Directors, the executive officers of operating companies regularly report anddiscuss the progress toward achieving the medium-term management plan, allowing Directors andAudit& Supervisory Board Members to grasp progress and provide advice at appropriate times.
During the formulation stage of the medium-term management plan, “Sustainability Transformation
2030 ~1st Stage~” announced in February 2024, the Board of Directors actively exchanged opinions
to improve the effectiveness of this medium-term management plan. Going forward, the Board of
Directors will deepen discussions on the use of M&A as a growth strategy to contribute to businessgrowth, and will conduct periodic monitoring of the progress of this medium-term management plan.
Based on these situations, the Company has confirmed that the Board of Directors has been able todisplay effectiveness that contributes to securing sound management and achieving prompt andaccurate decision-making and business execution, which are the Company’s basic policies forcorporate governance.
Going forward, the Company will further strengthen corporate governance to improve the soundnessof the entire Yamato Group’s management while continuously work to maintain and improve theeffectiveness of the Board of Directors for the achievement of sustainable business growth.
[Supplementary Principle 4-14-2 Policy on Training of Directors and Audit & Supervisory Board
Members]
So that the Directors and Audit & Supervisory Board Members are able to fulfill their various roles andduties, the Company ensures opportunities in a regular and planned manner for them to obtain andimprove the necessary knowledge regarding laws and regulations, finance, the management
environment that surrounds the Group, new technology, etc.
Furthermore, the Company ensures opportunities to deepen understanding of the Group’s
management strategy, business activities and conditions, etc., through strategy meetings held with allof the people responsible for business activities in attendance, lively debates at meetings with outside
experts, business location inspections, etc.
[Principle 5-1 Policy for Constructive Dialogue with Shareholders]
In order to increase corporate value continuously and over the medium to long term throughconstructive dialogue with shareholders and investors, the Company promotes dialogue by the
President and other members of senior management, among other measures.
The person responsible for Investor Relations strategy shall act as the point of contact for individualinterviews with shareholders, and the President, Directors, including Outside Directors, and othermembers of senior management shall respond appropriately within a reasonable scope based onshareholders’ wishes, the purpose of the interviews, etc.
[Implementation Status of Dialogue with Shareholders, etc.]
Implementation status of dialogues with shareholders and investors, and key themes and points ofinterest in dialogues, etc. have been provided in the Integrated Report.
• Integrated Reporthttps://www.yamato-hd.co.jp/english/investors/library/annualreport/• p. 56
Improvement of Corporate Value Through Dialogues with Shareholders and Investors
https://www.yamato-hd.co.jp/english/investors/library/annualreport/pdf/e_ir2023_04_02.pdf
The opinions received from shareholders and investors through dialogues are fed back to managementof the Company, including the Board of Directors, on a continuous basis.
[Principle 5-2 Formulation and Publication of Management Strategies and Management Plans][Support in Realizing Management that is Aware of Capital Costs and Stock Prices] [Disclosed in-8-English]
The Company has been promoting management that is aware of capital costs and corporate value,
and with the announcement in February 2024 of the Yamato Group Medium-term Management Plan,
Sustainability Transformation 2030 ~1st Stage~, covering the period from the fiscal year ending March
31, 2025 to the fiscal year ending March 31, 2027, the Company has added ROIC as a new
management indicator in addition to the operating margin and ROE, as well as indicating the current
state of capital costs and capital efficiency and its targets going forward.
The Company will further promote management with a stronger emphasis on capital efficiency, while
continuing its efforts to increase corporate value.
Please refer to the Company’s website for more details.
The Yamato Group’s medium-term management plan, “SX2030 ~1st Stage~”https://www.yamato-hd.co.jp/english/investors/policy/plan.html

2. Capital Structure
Foreign Shareholding Ratio

From 20% to less than 30%[Status of Major Shareholders] [Updated]
Name

Number of Shares Owned(Shares)

Shareholding Ratio(%)

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

57,566,600

16.76

Yamato Employees’ Shareholding
Association

27,106,388

7.89

Custody Bank of Japan, Ltd. (Trust
Account)

26,423,000

7.69

Meiji Yasuda Life Insurance Company

14,814,860

4.31

Nippon Life Insurance Company

14,770,653

4.30

Mizuho Bank, Ltd.

10,247,442

2.98

Yamato Trading-Partner Shareholding
Association

8,186,969

2.38

TOYOTA MOTOR CORPORATION

5,748,133

1.67

STATE STREET BANK WEST CLIENT TREATY 505234

5,481,762

1.60

Sompo Japan Insurance Inc.

5,133,900

1.49

Controlling Shareholder (except for
Parent)—Parent (Listed Stock Market)

N/A

Supplementary Explanation—

3. Corporate Attributes
Listed Stock Market and Market Section

Tokyo Stock Exchange Prime Market-9-Fiscal Year-End

MarchType of BusinessLand Transportation

Number of Employees (Consolidated) at
End of the Previous Fiscal Year

1,000 or more

Net Sales (Consolidated) for the Previous
Fiscal Year¥1 trillion or more

Number of Consolidated Subsidiaries at
End of the Previous Fiscal Year

From 10 to less than 50

4. Policy for Measures to Protect Minority Shareholders in Conducting Transactions with
Controlling Shareholder—

5. Other Special Circumstances Which May Have Material Impact on Corporate Governance—- 10 -

II. Business Management Organization and Other Corporate Governance Systems
regarding Decision-making, Execution of Business, and Supervision in
Management
1. Organizational Composition and Operation
Organization Form

Company with Audit & Supervisory Board Members[Directors] [Updated]
Maximum Number of Directors Stipulated in
Articles of Incorporation

12

Term of Office Stipulated in Articles ofIncorporation

1 yearChairperson of the Board

Outside Director

Number of Directors

7

Appointment of Outside Directors

Appointed

Number of Outside Directors

5

Number of Independent Officers Designatedfrom among Outside Directors

5Outside Directors’ Relationship with the Company (1)NameAttribute

Mariko Tokuno

From anothercompany

Shiro Sugata

From anothercompany

Noriyuki Kuga

From anothercompanyCharles Yin

From anothercompany

Junichiro Ikeda

From anothercompany

Relationship with the Company*
a

b

c

d

e

f

g

h

i

j

k

* Categories for “Relationship with the Company”“” when the director presently falls or has recently fallen under the category;“” when the director fell under the category in the past;“” when a close relative of the director presently falls or has recently fallen under the category; and“” when a close relative of the director fell under the category in the pasta. Executive (a person who executes business; hereinafter, the same) of the Company or its
subsidiaryb. Non-executive director or executive of the parent of the Company
c. Executive of a fellow subsidiary of the Company
d. Party whose major client or supplier is the Company or an executive thereof
e. Major client or supplier of the Company or an executive thereof
f. Consultant, accounting professional or legal professional who receives a large amount ofmonetary consideration or other property from the Company besides compensation as a director- 11 -

g. Major shareholder of the Company (or an executive of the said major shareholder if theshareholder is a corporation)h. Executive of a client or supplier of the Company (which does not correspond to any of d., e., orf.) (the director himself/herself only)
i. Executive of a corporation to which outside officers are mutually appointed (the director
himself/herself only)
j. Executive of a corporation that receives a donation from the Company (the director
himself/herself only)
k. OtherOutside Directors’ Relationship with the Company (2)NameMariko Tokuno

Designationas
Independent
OfficerSupplementary
Explanation ofthe
Relationship

Reasons for Appointment
The Company considers it important for
conducting fair and transparent business
management to appoint a highly
independent Outside Director who has nointerests in the Company, in order toreceive advice on general managementfrom an independent viewpoint.
Ms. Mariko Tokuno possesses abundant
experience and considerable insight,
particularly in the fields of marketing/sales
and global business, as a corporate
manager. She has been utilizing thisinsight to furnish advice on the Company’s
general management from a managerial
standpoint in addition to the standpoint ofcustomers and employees, particularly
regarding business execution, businessstrategy, and human resources strategy.
Accordingly, in order to further enhance ourmanagement structure, the Company has
elected her as Outside Director.

—<Reasons for appointment as anindependent officer>
In addition to the above reason, because
she is an Outside Director who does not
fall under any of the independence
standards set forth in the Guidelines
concerning Listed Company Compliance,
etc. and is unlikely to cause a conflict ofinterest with general shareholders, she has
been considered appropriate for an
independent officer and appointed.

- 12 -

Name

Shiro Sugata

Designationas
Independent
OfficerSupplementary
Explanation ofthe
Relationship

Reasons for Appointment
The Company considers it important for
conducting fair and transparent business
management to appoint a highly
independent Outside Director who has nointerests in the Company, in order toreceive advice on general managementfrom an independent viewpoint.
Mr. Shiro Sugata possesses abundant
experience and considerable insight,
particularly in the fields of marketing/sales,
IT/digital technology and global business,
as a corporate manager. He has beenutilizing this insight to furnish advice on the
Company’s general management from amanagerial standpoint, particularly
regarding business execution, businessstrategy, increasing productivity, and cost
structure reform. Accordingly, in order tofurther enhance our management
structure, the Company has elected him as
Outside Director.

—<Reasons for appointment as anindependent officer>
In addition to the above reason, because
he is an Outside Director who does not fallunder any of the independence standards
set forth in the Guidelines concerning
Listed Company Compliance, etc. and isunlikely to cause a conflict of interest withgeneral shareholders, he has been
considered appropriate for an independent
officer and appointed.

- 13 -Name

Noriyuki Kuga

Designationas
Independent
OfficerSupplementary
Explanation ofthe
Relationship

Reasons for Appointment
The Company considers it important for
conducting fair and transparent business
management to appoint a highly
independent Outside Director who has nointerests in the Company, in order toreceive advice on general managementfrom an independent viewpoint.
Mr. Noriyuki Kuga possesses abundant
experience and considerable insight,
particularly in the fields of personnel/labor
management, finance/accounting andglobal business, as a corporate manager.
He has been utilizing this insight to furnish
advice on the Company’s generalmanagement from a managerial
standpoint, particularly regarding businessexecution, financial strategy, and corporate
governance, Accordingly, in order to further
enhance our management structure, theCompany has elected him as Outside
Director.

—<Reasons for appointment as anindependent officer>
In addition to the above reason, because
he is an Outside Director who does not fallunder any of the independence standards
set forth in the Guidelines concerning
Listed Company Compliance, etc. and isunlikely to cause a conflict of interest withgeneral shareholders, he has been
considered appropriate for an independent
officer and appointed.

- 14 -Name

Charles Yin

Designationas
Independent
Officer〇

Supplementary
Explanation ofthe
Relationship

Reasons for Appointment
The Company considers it important for
conducting fair and transparent business
management to appoint a highly
independent Outside Director who has nointerests in the Company, in order toreceive advice on general managementfrom an independent viewpoint.
Mr. Charles Yin possesses abundant
experience and considerable insight,
particularly in the fields of marketing/sales,
IT/digital technology and global business,
as a corporate manager. He has beenutilizing this insight to furnish advice on the
Company’s general management from amanagerial standpoint, particularly
regarding business execution and global
business strategy. Accordingly, in order tofurther enhance our management
structure, the Company has elected him as
Outside Director.

—<Reasons for appointment as anindependent officer>
In addition to the above reason, because
he is an Outside Director who does not fallunder any of the independence standards
set forth in the Guidelines concerning
Listed Company Compliance, etc. and isunlikely to cause a conflict of interest withgeneral shareholders, he has been
considered appropriate for an independent
officer and appointed.

- 15 -

Name

Designationas
Independent
Officer

Junichiro Ikeda

Supplementary
Explanation ofthe
Relationship

Reasons for Appointment
The Company considers it important for
conducting fair and transparent business
management to appoint a highly
independent Outside Director who has nointerests in the Company, in order toreceive advice on general managementfrom an independent viewpoint.
Mr. Junichiro Ikeda possesses abundant
experience and considerable insight,
particularly in the fields of humanresources and global business, as acorporate manager. He has been utilizing
this insight to furnish advice on the
Company’s general management from amanagerial standpoint, particularly
regarding business execution, businessstrategy, and human resources strategy.
Accordingly, in order to further enhance ourmanagement structure, the Company has
elected him as Outside Director.

〇<Reasons for appointment as anindependent officer>
In addition to the above reason, because
he is an Outside Director who does not fallunder any of the independence standards
set forth in the Guidelines concerning
Listed Company Compliance, etc. and isunlikely to cause a conflict of interest withgeneral shareholders, he has been
considered appropriate for an independent
officer and appointed.

Voluntary Establishment of Committee(s)Equivalent to Nominating Committee or
Compensation Committee

Established

Committee’s Name, Composition, and Chairperson’s Attributes

Committee’s Name

Committee Equivalent toNominating Committee

Committee Equivalent toCompensation Committee

Nomination and Compensation
Committee

Nomination and Compensation
Committee

Total Committee Members

66

Full-time Members

00Inside Directors

11Outside Directors

5

5- 16 -

Outside Experts

0

0

Other

0

0

Chairperson

Outside Director

Outside Director

Supplementary Explanation
The committee comprises six members, who consist of one internal Director and five Outside Directors.
An Outside Director serves as chairperson.
[Audit & Supervisory Board Members] [Updated]
Establishment of Audit & Supervisory Board

Established

Maximum Number of Audit & Supervisory
Board Members Stipulated in Articles ofIncorporation

5

Number of Audit & Supervisory Board
Members

5

Cooperation among Audit & Supervisory Board Members, Accounting Auditor and Internal Audit
Division
As for cooperation between Audit & Supervisory Board Members and the Accounting Auditor, they holdLiaison Meetings regularly and conduct effective audits.
As for cooperation between Audit & Supervisory Board Members and the Internal Audit Division,
Internal Audit Department carries out audits on effectiveness of internal control, and a framework where
results of the audits are reported to Audit & Supervisory Board Members has been established.
Appointment of Outside Audit & Supervisory
Board Members

Appointed

Number of Outside Audit & Supervisory
Board Members

3

Number of Independent Officers Designatedfrom among Outside Audit & Supervisory
Board Members

3

Outside Audit & Supervisory Board Members’ Relationship with the Company (1)NameAttribute

Takashi Yamashita

CPA

Ryuji Matsuda

Attorney at law

Setsuko Ino

From anothercompany

Relationship with the Company*
a

b

c

d

e

f

g

h

i

j

k

l

m

* Categories for “Relationship with the Company”“” when the audit & supervisory board member presently falls or has recently fallen under the
category;“” when the audit & supervisory board member fell under the category in the past;“” when a close relative of the audit & supervisory board member presently falls or has recently
fallen under the category; and- 17 -

“” when a close relative of the audit & supervisory board member fell under the category in the
pasta. Executive (a person who executes business; hereinafter, the same) of the Company or its
subsidiaryb. Non-executive director or accounting advisor of the Company or its subsidiaryc. Executive or Non-executive director of the parent of the Company
d. Audit & supervisory board member of the parent of the Company
e. Executive of a fellow subsidiary of the Company
f. Party whose major client or supplier is the Company or an executive thereof
g. Major client or supplier of the Company or an executive thereofh. Consultant, accounting professional or legal professional who receives a large amount ofmonetary consideration or other property from the Company besides compensation as an audit& supervisory board member
i. Major shareholder of the Company (or an executive of the said major shareholder if theshareholder is a corporation)
j. Executive of a client or supplier of the Company (which does not correspond to any of f., g., orh.) (the audit & supervisory board member himself/herself only)
k. Executive of a corporation to which outside officers are mutually appointed (the audit &supervisory board member himself/herself only)
l. Executive of a corporation that receives a donation from the Company (the audit & supervisoryboard member himself/herself only)
m. Other- 18 -

Outside Audit & Supervisory Board Members’ Relationship with the Company (2)NameTakashi Yamashita

Designationas
Independent
OfficerSupplementary
Explanation ofthe
Relationship

Reasons for Appointment
The Company considers it important for
conducting fair and transparent business
management to appoint a highly
independent Outside Audit & Supervisory
Board Member who has no interests in the
Company, in order to receive advice on
general management from an independent
viewpoint.
The Company has elected Mr. Takashi
Yamashita as Outside Audit & Supervisory
Board Member in order to draw on his
expertise related to finance and accounting
as a certified public accountant withrespect to the Company’s audit structure.

—<Reasons for appointment as anindependent officer>
In addition to the above reason, because
he does not fall under any of the
independence standards set forth in the
Guidelines concerning Listed Company
Compliance, etc. and is unlikely to cause aconflict of interest with generalshareholders, he has been consideredappropriate for an independent officer andappointed.

- 19 -Name

Ryuji Matsuda

Designationas
Independent
OfficerSupplementary
Explanation ofthe
Relationship

Reasons for Appointment
The Company considers it important for
conducting fair and transparent business
management to appoint a highly
independent Outside Audit & Supervisory
Board Member who has no interests in the
Company, in order to receive advice on
general management from an independent
viewpoint.
The Company has elected Mr. Ryuji
Matsuda as Outside Audit & Supervisory
Board Member in order to draw on his
sophisticated expertise as a qualified
attorney at law with respect to theCompany’s audit structure.

—<Reasons for appointment as anindependent officer>
In addition to the above reason, because
he does not fall under any of the
independence standards set forth in the
Guidelines concerning Listed Company
Compliance, etc. and is unlikely to cause aconflict of interest with generalshareholders, he has been consideredappropriate for an independent officer andappointed.

- 20 -

Name

Setsuko Ino

Designationas
Independent
Officer

Supplementary
Explanation ofthe
Relationship

Reasons for Appointment
The Company considers it important for
conducting fair and transparent business
management to appoint a highly
independent Outside Audit & Supervisory
Board Member who has no interests in the
Company, in order to receive advice on
general management from an independent
viewpoint.
The Company has elected Ms. Setsuko Ino
as Outside Audit & Supervisory Board
Member in order to draw on her wealth ofexperience and extensive knowledge
mainly in the fields of finance andaccounting at other companies withrespect to the Company’s audit structure.

*<Reasons for appointment as anindependent officer>
In addition to the above reason, because
she does not fall under any of the
independence standards set forth in the
Guidelines concerning Listed Company
Compliance, etc. and is unlikely to cause aconflict of interest with generalshareholders, she has been consideredappropriate for an independent officer andappointed.
* 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.
[Independent Officers]
Number of Independent Officers

8

Matters relating to Independent Officers
The Company appoints and registers all Outside Directors and Outside Audit & Supervisory Board
Members as independent officers.
[Incentives] [Updated]
Implementation of Measures to Provide
Incentives to Directors

Performance-linked remuneration

Supplementary Explanation
From the fiscal year ended March 2022, the Company’s remuneration for Directors consists of basic
remuneration (fixed remuneration), short-term performance-linked remuneration (variable
remuneration), and medium- to long-term performance-linked remuneration (variable remuneration).
Independent Outside Directors receive only basic remuneration (fixed remuneration).

- 21 -

The Company makes payment of its medium- to long-term performance-linked remuneration under its
performance-linked and share-based remuneration system (share-based remuneration), approved per
resolution at it General Meeting of Shareholders held on June 23, 2020. The Company accordingly
makes calculations based on performance benchmarks for the fiscal year ended March 31, 2024, andgrants points (1 point corresponds to 1 share) in June 2024.

Recipients of Share Options
Supplementary Explanation—[Director Compensation] [Updated]
Disclosure of Individual Directors’Compensation

No individual disclosure

Supplementary Explanation
The total amount for all Directors has been disclosed.
Policy for Determining Compensation
Amounts or Calculation Methods Thereof

Established

Disclosure of Policy for Determining Compensation Amounts or Calculation Methods Thereof
1. Basic policy
The Company determines matters regarding remuneration for the Company’s Directors based on thefollowing considerations.
〇Competitive remuneration levels•The remuneration level shall reward Officers for their roles, responsibilities and business performance,and shall be appropriate for securing talented human resources.
〇Remuneration system that places emphasis on increasing corporate value and shareholder value•The remuneration system shall be linked to business performance and furthermore serve as
motivation for achieving performance targets.
•The remuneration structure shall be linked to medium- to long-term corporate value and furthermore
encourage a sense of common interests with shareholders.
〇Fairness and impartiality of the remuneration system•The process of determining remuneration shall be objective and highly transparent.
2. Remuneration structure
The Company’s remuneration for Directors consists of basic remuneration (fixed remuneration), whichtakes remuneration levels at other companies and other such factors into consideration, and shortterm performance-linked remuneration (variable remuneration), and mid-to-long-term performancelinked remuneration (variable remuneration). In addition, remuneration for Audit & Supervisory Board
Members and Independent Outside Directors consists exclusively of basic remuneration due to thenature of their functional roles.
3. Policy for determining basic remuneration (fixed remuneration)
Basic remuneration (fixed remuneration) is determined in accordance with rank and title and based on
responsibilities, upon having considered remuneration levels at other companies and other such

- 22 -

factors.
4. Policy for determining short-term performance-linked remuneration (variable remuneration)
The standard amount will be set at a percentage within a range of 45-55% (40-70% effective as of April
1, 2024) of the basic remuneration (fixed remuneration). Both the percentage within the range as wellas the basic remuneration (fixed remuneration) shall be determined based on the position of the
Director. The remuneration for each individual shall be set at between 0-150% of the standard amount,depending on the extent to which the company achieved its performance targets, as well as the
Director’s mission evaluation. The company’s performance targets shall refer to consolidated operating
revenues, consolidated operating profit and profit attributable to owners of parent.
In line with the basic policy, effective as of July 1, 2024, the standard amount will be set at within arange of 65-80% of the basic remuneration (fixed remuneration), which shall be determined based on
the position of the Director, to further enhance the performance-linked characteristics that provide
motivation to achieve results.
5. Policy for determining mid-to-long-term performance-linked remuneration (variable remuneration)
The standard amount will be set at within a range of 30-40% of the basic remuneration (fixed
remuneration), which shall be determined based on the position of the Director. The remuneration foreach Director shall be set at between 0-150% of the standard amount, depending on the extent towhich the company achieved its performance targets, as well as the Director’s mission evaluation. The
company’s performance targets shall refer to ROE, TSR and ESG metrics.
The mid-to-long-term performance-linked remuneration (variable remuneration) amount shall be
divided by the average closing price of the company’s shares in the Tokyo Stock Exchange during themonth prior to the first fiscal year of the Medium-term Management Plan, to calculate the number ofshares to be granted, and 1 share shall be converted to 1 point, which shall then be granted to the
Director.
In line with the policy for determining matters provided in 6. below, effective as of April 1, 2024, thestandard amount will set at within a range of 40-100% of the basic remuneration (fixed remuneration),
which shall be determined based on the position of the Director.
Furthermore, in conjunction with the start of the Yamato Group Medium-term Management Plan,
Sustainability Transformation 2030 ~1st Stage~, ROIC will be incorporated into the performanceindicators effective April 1, 2024, in order to instill management that places greater emphasis on capitalefficiency.
6. 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 weight assigned
to performance-linked remuneration. The Company has opted for this approach upon having taken into
account remuneration levels at other companies, in part because this approach makes it possible tofurthermore fuel motivation with respect to achieving performance targets, generating medium- to longterm corporate value, and attaining sustainable growth, and also because the Company seeks to offer
remuneration levels competitive for recruiting and retaining talented human resources.
7. Timing of delivery and conditions
The Company pays its basic remuneration (fixed remuneration) and short-term performance-linked
remuneration (variable remuneration) as monetary sums on a monthly basis encompassing twelve
equal installments annually.
As for the mid-to-long-term performance-linked remuneration (variable remuneration), points will be
granted once a year, around June, and the cumulative number of points until retirement shall becounted (one stock for each point) and the stocks shall be provided based on the Director’s StockRemuneration Rules.
8. Matters relating to decisions on remuneration and other compensation for individual Directors
The remuneration and other compensation for individual Directors, including the basic remuneration(fixed remuneration), the short-term performance-linked remuneration (variable remuneration), and the
mid-to-long-term performance-linked remuneration (variable remuneration) is, with the objective ofsecuring objectivity and transparency, determined by the Board of Directors, based on the proposal by
the Nomination and Compensation Committee, which is chaired by an independent outside Director- 23 -

and of which the majority of members are independent outside Directors, following deliberations in the
Nomination and Compensation Committee regarding the amount and calculation method of the
remuneration and other compensation for individual Directors.
9. Other
A certain percentage of the monetary remuneration shall be allocated to the purchase of shares of theCompany through the Officers and Executives’ Shareholding Association.
In order to implement a 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, 2023, the Company held 12 meetings of the Nomination andCompensation 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.
[Supporting System for Outside Directors and/or Audit & Supervisory Board Members]
In the operation of the Nomination and Compensation Committee by Outside Directors, the Company’s
Human Resources Department provides support.
For Outside Audit & Supervisory Board Members, the Company’s Internal Audit Department provides
support.
[Status of Persons Who Have Retired from a Position Such as Representative Director andPresident]
Retired Representative Director and Presidents, etc. Holding Advisory or Any Other Position in the
Company

Name—

Title/Po
sition—Responsibilities—

Working FormandConditions(Full-time/Part-time,
Paid/Unpaid,etc.)

Date of
Retirement
from
Position
Such asPresident

Term of
Office———Total Number of Retired Representative Director and Presidents, etc.
Holding Advisory or Any Other Position in the Company

0

Other Matters
The Special Adviser system was abolished on June 23, 2023.

2. Matters on Functions of Business Execution, Audit and Supervision, Nomination andCompensation Decisions (Overview of Current Corporate Governance System) [Updated](1) Overview of current corporate governance framework
The Company has set up the Board of Directors, which comprises seven members including fiveOutside Directors, and the Audit & Supervisory Board, which comprises five members including three
Outside Audit & Supervisory Board Members, and enhanced the oversight function for execution ofoperations. Moreover, the Company has established the management committee and the executive
conference and organized the management structure that enables prompt and accurate decisionmaking on important matters. In addition, management transparency is raised through deliberations on
matters related to the election of candidates for Directors and compensation that Directors receive and- 24 -

verification of the validity of such decisions by the Nomination and Compensation Committee, whichmainly consists of Outside Directors.
With regard to Audit & Supervisory Board Members, the Company believes that the full-time system
for Audit & Supervisory Board Members is inevitable to strengthen not only post audits but also
preventive audits, and the Audit & Supervisory Board has appointed two full-time Audit & Supervisory
Board Members, who also attend important meetings as well as the Board of Directors Meetings andaudit the execution of duties by Directors.
(2) Measures to enhance the function of Audit & Supervisory Board Members
The Company has appointed three disinterested and highly independent Outside Audit & Supervisory
Board Members, three of whom have knowledge on finance and accounting. Furthermore, theCompany has established the structure that enables Audit & Supervisory Board Members to smoothly
conduct audit work by assigning one staff member who assists Audit & Supervisory Board Members,
and been working to enhance the function of Audit & Supervisory Board Members.

3. Reasons for Adoption of Current Corporate Governance Framework
As described in 2. above, the Company thinks that the Company’s Board of Directors and Audit &Supervisory Board fully serve the function and the current corporate governance framework is the bestfor the Company, and has employed that system.

- 25 -

III. Implementation of Measures for Shareholders and Other Stakeholders
1. Measures to Energize General Meetings of Shareholders and Smooth Exercise of Voting
RightsSupplementary Explanations
Early Notification of General
Meeting of Shareholders

In principle, the Notice of General Meeting of Shareholders is sent toshareholders at least three weeks before each General Meeting of
Shareholders.

Scheduling General
Meeting of Shareholders
Avoiding the Peak Day

Since 2006, when possible, the Company has avoided holding a
General Meeting of Shareholders on a peak day.

Allowing Electronic or
Magnetic Exercise of Voting
RightsThe Company has made it possible for shareholders to exercise theirvoting rights through a computer or a smartphone.

Participation in Electronic
Voting Platform and Other
Efforts to Enhance the
Voting Environment for
Institutional Investors

The Company has made it possible for shareholders to exercise theirvoting rights using an electronic platform for exercising voting rights.

Providing Convocation
Notice in English(Translated Fully or
Partially)

The Company prepares English translations of the convocation
notices and makes them available on its website.

2. IR Activities
Supplementary Explanations

Explanation byRepresentative

Preparation and Publicationof Disclosure Policy

The Company has prepared Disclosure Policy
and made them available on its website.

Regular Investor Briefings
for Analysts and Institutional
Investors

The Company regularly holds Financial Results
Meetings and other briefings.

Yes

Regular Investor Briefings
for Overseas Investors

The Company conducts meetings with overseas
investors individually in North America, Europe
and Asia for briefings of its management
policies. Overseas travel, which stopped due tothe spread of the novel coronavirus disease(COVID-19), restarted, and the Company has
been conducting meetings via telephone, webconferences and face-to-face dialogues.

Yes- 26 -

Posting of IR Materials on
WebsiteEstablishment of
Department and/orManager in Charge of IR

Financial information including Financial
Results, Japanese securities reports andFinancial Results Meeting Materials, as well asother materials such as Notice of General
Meeting of Shareholders, Notice of Resolutions
and the voting results, Integrated Report, areposted on the Company’s website.
・Investor Relations: https://www.yamatohd.co.jp/english/investors/

Investor Relations Department (IR Department)- 27 -

3. Measures to Ensure Due Respect for Stakeholders [Updated]
Supplementary Explanations
Provisions to Ensure Due
Respect for Stakeholders inInternal Rules, etc.

As prescribed in the Corporate Stance of the Group Corporate
Philosophy, the Yamato Group realizes co-existence and coprosperity through extensive communication with all stakeholders,
while respecting human rights in all of its business activities, and thisis stated on the Company’s website.

- 28 -

Based on the transformation plan “YAMATO NEXT100” formulated asa grand design for the management over the medium to long term, inJanuary 2020, the Company promotes the theme “Sustainability
initiatives – Management embodying the environment and society.”
This plan cites dual visions in terms of paving the way to asustainable future, one of which is the environmental vision“Connect. Deliver the Future via Green Logistics” and other of whichis the social vision “Through Co-Creation and Fair Business
Activities, Help Create a Society That Leaves No One Behind.” Asmaterial issues (materiality), the Yamato Group has identified“Energy & Climate,” “Atmosphere,” “Resource Conservation &Waste,” and “Resilience of Companies & Society” in theenvironmental area, and “Labor,” “Human Rights & Diversity,” “Safety& Security,” “Data Unitization & Security,” “Supply Chain
Management,” and “Community” in the social area, and set long-termtargets, including climate neutrality by 2050*1.
*1Scope 1 & 2 (in-house emissions).
Furthermore, in January 2021, the Yamato Group formulated the“Sustainable Medium-Term Plan 2023 (Environment and Society).”
This plan is a comprehensive mid-term sustainable plan that sets out
specific actions to be taken on each material issue (materiality) andtargets to be achieved by the fiscal year ending March 31, 2024 inorder to achieve the two visions.
Implementation ofEnvironmental
Conservation Initiatives,
CSR Activities, etc.

In May 2022, we announced a new GHG (greenhouse gas) emission
target to achieve 48%*1 reduction compared with fiscal year ended
March 31, 2021 for fiscal year ending March 31, 2031. We will workto achieve this goal to reduce GHG emissions with some of our major
measures as “introduction of 23,500*2 EVs,” “introduction of 810
photo-voltaic power generation facilities,” and “increase overall ratioof electricity generated via renewable energy sources to 70%.”*1Scope 1 & 2 (in-house emissions).
*2In February 2024, the number was changed from 20,000 to 23,500
EVs.
We established a dedicated department within the Company tooversee the Group-wide promotion of sustainability, and we also
deployed personnel responsible for sustainability at each Group
company to promote sustainability management Group-wide. In
addition, with the president as chairman and composed of Yamato
Transport officers (Senior Managing/Managing Executive Officers,etc.) and presidents of major Group companies, the Yamato Group
Environmental Committee and the Yamato Group Social Promotion
Committee meet once a year to discuss and resolve issues related tosustainability. And, in the area of “Environment,” threesubcommittees (Energy, Climate & Atmosphere; Resource
Conservation & Waste; and Management and Collaboration) and in
the “Social” area, three subcommittees (Human Rights & Diversity;
Supply Chain Management; and Local Community) meet three times
a year to discuss measures and check on their progress.
The Company recognizes that climate change is a significant issue
for increasing the Group’s medium
to long-term corporate value and to realize a sustainable society, andwe understand and evaluate- 29 -

risks, opportunities and their impacts related to climate change.
Furthermore, we shall work to enhance
information disclosure based on TCFD (Task Force on Climaterelated Financial Disclosures) recommendations.
Responding to the Recommendations of the Task Force on Climaterelated Financial Disclosures (TCFD):
https://www.yamato-hd.co.jp/english/csr/environment/tcfd.html* The Yamato Group’s initiatives on sustainability and CSR, and ESG
data have been posted on the Company’s website.
・The Yamato Group’s sustainability:
https://www.yamato-hd.co.jp/english/csr/management/
・CSR information:
https://www.yamato-hd.co.jp/english/csr/
・ESG data:
https://www.yamato-hd.co.jp/english/csr/esg/performance.html
・Integrated Report:
https://www.yamato-hd.co.jp/english/investors/library/annualreport/
・Notice of the 159th Ordinary General Meeting of Shareholders:
https://www.yamatohd.co.jp/english/investors/stock/meeting/pdf/E_syousyuu_2024.pdf
Formulation of Policies for
Information Provision to
Stakeholders

As prescribed in the Corporate Stance of the Group Corporate
Philosophy, “the Yamato Group is working to accurately and fairly
disclose corporate information while thoroughly ensuringadministration and protection of company assets with the aim of
becoming a corporation trusted by the public,” and this is stated on
the Company’s website.

- 30 -

IV. Matters Related to Internal Control System
1. Basic Views on Internal Control System and Progress of System Development [Updated]
In accordance with the Companies Act and the Enforcement Regulations of the Companies Act, theCompany has established Policy to develop its internal control system.
i. Corporate framework ensuring that execution of duties by directors of the Company complies withlaws and regulations and the Articles of Incorporation, and other systems for ensuring the proper
business operation of the corporate group consisting of the Company and its subsidiariesa) To ensure that execution of duties by directors of the Company complies with laws and regulations
and the Articles of Incorporation, and to ensure the proper business operation of the Company andeach Group company, the Company has established the “Group Corporate Philosophy” and the“Statement of Compliance.” The Representative Director of the Company is responsible for ensuringthat these two directives are fully understood by directors of the Company and each Group company.
At the same time, directors shall perform their businesses in accordance with these directives.
b) To ensure that the above directives are fully understood, the Company establishes “Complianceand Risk Committee” headed by the executive officer who oversees the Group’s compliance and risk
management and shall monitor the undertaking of the Group-wide compliance and risk management.
The Head of the committee shall monitor compliance at the Company and each Group company andreport the situation to the Board of Directors of the Company.
c) The Company shall develop a whistle-blower system for the Group to allow employees to reportany compliance violations by directors of the Company and each Group company.
d) In the “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 a division in charge of compliance and risk management of the Company and each Group company.
The division in charge of compliance and risk management makes systematic efforts in collaboration
with outside specialized institutions, such as police and attorneys, to prevent antisocial forces frombeing involved in management and prevent possible damage caused by antisocial forces.
ii. Framework for storing and managing information related to execution of duties by directors of theCompany
Directors of the Company shall prescribe the retention period of the documents and the division in
charge in the organization regulations and basic regulations on document management and prepare,store and manage the material documents in relation to the execution of duties by directors and minutesof each meeting.
iii. Policy and framework for managing risks of loss of the Company and its subsidiariesa) The Company shall assign an executive officer who oversees the Group’s compliance and risk
management. Employees shall be stationed to perform related businesses in the Company and eachGroup company.
b) 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.
c) In the Group companies, large companies under the Companies Act shall establish a division in
charge of compliance and risk management, and assign an officer in charge of the same. The divisionin charge of compliance and risk management of the Company shall oversee this, and monitor andmanage risk status at each Group company in a timely manner.
d) The Company shall establish the Internal Audit Department to audit the implementation status andthe 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
subsidiariesa) The Company shall adopt the executive officer system in order to realize the efficiency of the
management and the clarification of responsibility through the clear division of management decisionmaking, supervision and execution.
b) The Company shall hold the Board of Directors Meeting more than once a month. In addition,material matters to be deliberated at the Board of Directors Meeting shall be discussed and examinedat the management committee comprising executive directors, executive officers, and full-time audit &- 31 -

supervisory board members.
c) The Company shall define in the organizational regulations the procedure and the officer in charge
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 of each 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 of Incorporationa) To realize management in conformity with compliance at the Company and each Group company,
the Company and each Group company shall formulate “Corporate Stance” and “Employee Credo of
Conduct” as directives applicable to all employees. The documents shall be posted and distributed,
and training implemented.
b) In the Group companies, large companies under the Companies Act shall establish a division in
charge of compliance and risk management, and assign an officer in charge of the same. The divisionin charge of compliance and risk management of the Company shall oversee this, and monitor andmanage compliance promotion status at each Group company in a timely manner.
c) The Company shall establish the Internal Audit Department to audit the implementation status andthe effectiveness of compliance at the Company and each Group company.
d) The Company shall hold “Compliance and Risk Committee” meetings regularly to develop andpromote specific measures to ensure compliance and monitor the progress at the Company and eachGroup company.
e) The Company shall establish a whistle-blower system for the Group to develop an environment inwhich compliance violations are promptly reported.
vi. Framework ensuring the proper business operation of the corporate group consisting of theCompany and its subsidiariesa) To ensure the proper business operation of the Company and each Group company, the Company
shall establish “Group Corporate Philosophy.” The Company and each Group company shall formulate
their company rules and execute business operations accordingly.
b) The Company shall assign an executive officer to be in charge of basic strategy for Group-wide
management, and station employees to perform related businesses at the Management Strategy
Department at the Company and each Group company.
c) The Company, as a pure holding company, shall be responsible for the planning and control of eachGroup 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.
d) Each Group company shall execute business operations in accordance with the group company
management rules formulated by the Company, and shall obtain the approval of the Company’s Boardof Directors Meeting or the management committee in advance, when executing material matters. In
addition, all material management matters shall be reported to the Company’s related division.
vii. Appointment of supporting personnel, when audit & supervisory board members of the Company
request such personnel
The Internal Audit Department shall provide support to audit & supervisory board members andpersonnel 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 effectiveness of
instructions from audit & supervisory board members
The personnel in the preceding item cannot hold a concurrent position that has the duties of planningor control of business operations. Accordingly, reassignment, evaluation, or disciplinary 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 theCompany and framework for reporting to audit & supervisory board members of the Company bydirectors, audit & supervisory board members and employees of subsidiaries, or those who havereceived reports from the said personsa) In addition to matters designated by law, directors and employees of the Company and directors,- 32 -

audit & supervisory board members and employees of each Group company shall report the following
to audit & supervisory board members of the Company without delay.
• Material violations of laws and regulations and the Articles of Incorporation as well as misconduct,by directors or employees• Crucial information obtained through whistle blowing• Other facts that threaten to cause significant losses to the Company and each Group companyb) The Company and each Group company shall create a framework to ensure that persons who havereported to audit & supervisory board members of the Company and each Group company are nottreated disadvantageously because of the said report.
x. Policy on procedures for advance payment or reimbursement of expenses incurred in the executionof duties by audit & supervisory board members of the Company, and other expenses incurred in thesaid execution of duties, or handling of debts
The Company shall develop a policy regarding the handling of audit expenses and secure a budget ofa certain amount to cover audit expenses.
xi. Framework ensuring the effectiveness of auditing by audit & supervisory board members of theCompanya) Audit & supervisory board members of the Company may attend the Board of Directors Meeting,those of the management committee, the executive conference, and other important meetings, andunderstand the process of important decision-making and status of business operation, and provide
necessary opinions.
b) The Company shall establish regular meetings between audit & supervisory board members andthe representative director to exchange opinions.
c) The Internal Audit Department of the Company shall report progress and results of internal auditsof the Company and each Group company as necessary to audit & supervisory board members torealize a collaborative framework for effective audits.
d) Audit & supervisory board members of the Company and each Group company shall exchange
information and enhance collaboration throughout the Group at Group Audit & Supervisory Board
Members’ Liaison Meetings.
e) 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 topromote efficient audits by audit & supervisory board members of the Company and each Group
company.
f) 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. Basic Views on Eliminating Anti-Social Forces and Progress of Related Efforts
To be a corporate group widely trusted by society, in the “Corporate Stance” of the “Group Corporate
Philosophy,” the Group declares its policy to thoroughly block any kind of relationship with antisocial
forces and organizations that pose a threat to the order and safety of civil life, and has establishedspecialized division within the Group. The division makes systematic efforts in collaboration withoutside specialized institutions, such as police and attorneys, to prevent antisocial forces from being
involved in management and prevent possible damage caused by antisocial forces.

- 33 -

V. Other
1. Adoption of Anti-Takeover Measures
Adoption of Anti-Takeover Measures

Not adopted

Supplementary Explanation—

2. Other Matters Concerning Corporate Governance System
Overview of Timely Disclosure System
1. Corporate stance for timely disclosure
The Group has established the “Group Corporate Philosophy,” and works to make timely andappropriate information disclosure, recognizing that it has a social responsibility to various stakeholders.
2. Information aggregation
At the Company, the Public Relations Department and the Finance and IR Department aggregate
information on decisions resolved and material events in all Group companies and on financial
information, respectively, as the division responsible for information management.
3. Timely and appropriate disclosure of information
In principle, the Company discloses corporate information that meets the disclosure standards set forth
by the Securities Listing Regulations upon approval of the Board of Directors. In case of emergency,
however, information is disclosed at the discretion of a Representative Director. In information
disclosure, information on decisions resolved and material events is disclosed by the Public Relations
Department, and financial information is disclosed by the Finance and IR Department.
4. Checking function for the internal structure(1) Internal audit function
The Company has established a structure where appropriateness and effectiveness of the internalmanagement structure are verified through its Internal Audit Department and Internal Audit Departmentof the Group companies and recommendations are made on remediation and correction of problems
as needed, and the verification results are reported to Representative Directors.
(2) Compliance and Risk Committee
The Group positions compliance as one of highest priority issues in business management, and has
set up the Compliance and Risk Committee and the division in charge of compliance promotion at theCompany and its Group companies to manage and monitor the implementation of compliance. This
structure has been built in a manner where if any issue to be corrected arises, this committee provides
direct guidance and advice to the person responsible for the division in question, listens to the resultsof the corrections, and reports the results to the Board of Directors and the Audit & Supervisory Board.

- 34 -

General Meeting of Shareholders
Elect

Elect

Elect

Audit &
Supervisory
Board

Cooperation

Audit

Nomination andCompensation
Committee

Board of Directors

ReportIndependent Auditor

Make
decisions/Supervise

Accounting
audit

Executive
Conference
ReportPresent/
ReportCSR
Department

Management
Committee
Executebusiness

Internal
Audit
Department Internal

Executebusiness

Present/
ReportGroup Companies

audit

Disclosure System
Examine/Guide/Advise

Group Companies
Decisionsresolved

CSR
Department

Compliance and Risk
Committee

Internal Audit Department

ReportFinancialinformation

Material
eventsReportPublic Relations
Department
ReportReportFinance and IR
Department
ReportRepresentative
Director
Submit, Report

Board of Directors
Audit &
Supervisory
Board

DiscloseTokyo Stock Exchange- 35 -