Annual Securities Report(The 75th Fiscal Year)
From April 1, 2022 to March 31, 2023

WACOAL HOLDINGS CORP.
29, Nakajima-cho, Kisshoin, Minami-ku, Kyoto, Japan

E00590

The 75th Fiscal Year (from April 1, 2022 to March 31, 2023)

Annual Securities Report1.

2.

This is an English translation of the Annual Securities Report filed
pursuant to Paragraph 1, Article 24 of the Financial Instruments andExchange Act via the Electronic Disclosure for Investors’ Network(“EDINET”) as set forth in Article 27-30-2 of the same Act.
This does not contain English translations of the attachments to theAnnual Securities Report filed as set out in 1. above, other than theaudit report, the English translation of which is included at the end of
this document.

WACOAL HOLDINGS CORP.

Certain References and Information

This report is prepared for overseas investors and compiled based on the contents of the Annual Securities Report(“Yukashoken Hokokusho”) of WACOAL HOLDINGS CORP. filed with the Director of the Kanto Local Finance
Bureau of Japan on June 28, 2023.
As used in this report, unless the context otherwise requires, “the Company” and “Wacoal Holdings” refer to
Wacoal Holdings Corp., and “Wacoal,” “we,” “us,” “our” and similar terms refer to Wacoal Holdings Corp. and its
consolidated subsidiaries. References to “U.S. dollars” or “$” are to the currency of the United States andreferences to “yen” or “¥” are to the currency of Japan.
All financial statements and information contained in this report have been prepared in accordance with
International Financial Reporting Standards (“IFRS”) except where otherwise noted.
A Cautionary Note on Forward-Looking Statements
This report contains forward-looking statements that are based on our current expectations, assumptions, estimatesand projections about our companies and our industry. You can identify these statements by the fact that they do
not relate strictly to historic or current facts. The forward-looking statements discuss future expectations, identify
strategies, contain projections of results of operation or of financial position, or state other “forward-looking”
information. Forward-looking statements are contained in the sections entitled “II. Business Overview, 1.
【Management Policy, Business Environment and Management Issues】and 2. 【Sustainability Approaches andInitiatives】” and elsewhere in this report.
The forward-looking statements are subject to various risks and uncertainties. Information contained in thesections listed above and elsewhere in this annual report identifies factors that could cause our actual results,
performance or achievements to differ materially from those expressed or implied in any forward-looking
statement.
We undertake no obligation to update any forward-looking statements contained in this annual report, whether as aresult of new information, future events or otherwise.

Contents
Page
Annual Securities Report for the 75th Fiscal Year
【Cover】
1
2
Part I 【Information on Wacoal Holdings Corp. and its consolidated subsidiaries.】………………………
I.
【Overview of Wacoal Holdings Corp. and its consolidated subsidiaries.】…………………………
2
1.【Key Financial Data】 ……………………………………………………………………………
2
2.【History】 …………………………………………………………………………………………
5
3.【Description of Business】 ………………………………………………………………………
6
4.【Information on Subsidiaries and Affiliated Companies】 ………………………………………
9
5.【Employees】 ……………………………………………………………………………………
11
II. 【Business Overview】 ……………………………………………………………………………… 13
1.【Management Policy, Business Environment and Management Issues】 ……………………… 13
2.【Sustainability Approaches and Initiatives】……………………………………………………… 19
3.【Business Risk and Other】 ……………………………………………………………………… 37
4.【Analyses of Financial Position, Results of operation, and Cash Flows by Management】……… 51
5.【Material Agreements, etc.】 …………………………………………………………………… 57
6.【Research and Development】 …………………………………………………………………… 58
III. 【Property, Plants, and Equipment】 ………………………………………………………………… 59
1.【Summary of Capital Investment, etc.】 ………………………………………………………… 59
2.【Major Property, Plants, and Equipment】 ……………………………………………………… 59
3.【Plans for Capital Investment, Disposals of Property, Plants, and Equipment, etc.】…………… 61
IV. 【Information on the Company】 …………………………………………………………………… 62
1.【Information on the Company’s Stock, etc.】 …………………………………………………… 62
2.【Information on Acquisition etc. of Treasury Stock】…………………………………………… 98
3.【Dividend Policy】 ……………………………………………………………………………… 100
4.【Corporate Governance, etc.】 …………………………………………………………………… 101
V. 【Financial Information】 …………………………………………………………………………… 144
1.【Consolidated Financial Statements】 …………………………………………………………… 145
VI. 【Stock-Related Administration for the Company】 ………………………………………………… 235
VII. 【Reference Information on the Company】 ………………………………………………………… 236
1.【Information on the Parent Company】 ………………………………………………………… 236
2.【Other Reference Information】………………………………………………………………… 236
Part II 【Information on Guarantors etc. for the Company】……………………………………………… 238
Auditors’ Report and Internal Control Report

End of this document

【Cover】【Document Filed】

Annual Securities Report (“Yukashoken Hokokusho”)【Applicable Law】

Paragraph 1, Article 24 of the Financial Instruments and Exchange Act【Filed to】

Director, Kanto Local Finance Bureau【Filing Date】

June 28, 2023

【Fiscal Year】

The 75th Fiscal Year (from April 1, 2022 to March 31, 2023)【Company Name】

KABUSHIKI KAISHA WACOAL HOLDINGS【Company Name in English】

WACOAL HOLDINGS CORP.

【Position and Name ofRepresentative】

Masaaki Yajima, Representative Director, President & CEO【Address of Head Office】

29, Nakajima-cho, Kisshoin, Minami-ku, Kyoto【Phone No.】

Kyoto (075) 682-1007【Contact Person】

Yuichiro Hosokawa, General Manager of Accounting Department【Contact Address】

29, Nakajima-cho, Kisshoin, Minami-ku, Kyoto【Phone No.】

Kyoto (075) 682-1007【Contact Person】

Yuichiro Hosokawa, General Manager of Accounting Department【Place Where Available for Public
Inspection】

Tokyo Stock Exchange, Inc.
(2-1, Nihombashi Kabutocho, Chuo-ku, Tokyo)

1

Part I【Information on Wacoal Holdings Corp. and its consolidated subsidiaries.】
I. 【Overview of Wacoal Holdings Corp. and its consolidated subsidiaries.】
1. 【Key Financial Data】(1)

Consolidated Financial Data, etc.
(Millions of yen, unless otherwise stated)

International Financial Reporting Standards (“IFRS”)
Fiscal Year

Year-End

75th

74th

Transition date

March 2023

March 2022

April 1, 2021

188,592

172,072－

Profit (loss) before income taxes

(699)

4,083

－

Profit (loss) attributable toowners of the parent
Comprehensive income (loss)
attributable to owners of theparentEquity attributable to owners of
the parent(1,776)

1,732

－

4,034

10,476－

209,834

217,990

212,028

Total assets

285,296

299,177

319,215(yen)

3,617.03

3,546.96

3,396.76(yen)(29.66)

27.83

－

(yen)

(29.66)

27.71

－

(%)

73.5

72.9

66.4

(%)

△0.8

0.8

－

(times)

－

66.19

－

7,334

16,622－

3,902(3,042)－(22,541)(41,007)－

26,781

37,48563,987

19,147

19,717

19,824

[482]

[730]

[492]

Revenue

Equity attributable to owners of
the parent per share
Earnings per share
attributable to owners of theparent: Basic (loss)
Earnings per share
attributable to owners of theparent: Diluted (loss)
Ratio of equity attributable toowners of the parent to total
assetsRatio of profit attributable toowners of the parent to equity
attributable to owners of theparentPrice earnings ratio
Net cash provided by operating
activities
Net cash (used in) provided byinvesting activities
Net cash (used in) provided byfinancing activities
Cash and cash equivalents, endof yearNumber of employees[Average number of part-time
employees, etc.](Notes)1.
2.

(number of
persons)

The Consolidated financial statements have been prepared in accordance with International Financial
Reporting Standards (IFRS) from the 75th fiscal year.
Price earnings ratio for the 75th fiscal year is not shown due to basic loss per share for the fiscal year.

2

U.S.GAAP
Fiscal Year

Year-End

74th

73rd

72nd

71st

March 2022

March 2021

March 2020

March 2019

172,860

152,204

186,760

194,201

Operating income (loss)

5,013(1,115)

6,632

4,879

Net income attributable to
Wacoal Holdings Corp.

4,608

7,025

3,472

341

Comprehensive income (loss)

11,92913,043

1,521(5,046)

Wacoal Holdings Corp.
shareholders' equity

223,005

215,612205,371

216,494

Total assets

303,245

322,761

277,688281,767(yen)

3,628.56

3,454.18

3,291.06

3,321.57

(yen)

74.04

112.57

54.26

5.16

(yen)

73.73

112.09

54.05

5.14

Shareholders’ equity ratio

(%)

73.5

66.8

74.0

76.8

Return on equity

(%)

2.1

3.3

1.6

0.2

Price earnings ratio(times)

24.88

21.81

43.25

533.3313,0084,260

13,325

13,620(3,096)(2,562)2,569(2,474)(36,349)

33,605(17,471)(10,872)

37,98263,557

27,90530,133

19,717

19,824

20,984

20,662

[730]

[492]

[675]

[739]

Revenue

Shareholders’ equity per share
Net income per share
attributable to Wacoal Holdings
Corp.
Diluted net income
attributable to Wacoal Holdings
Corp. per share

Net cash provided by operating
activities
Net cash (used in) provided byinvesting activities
Net cash (used in) provided byfinancing activities
Cash and cash equivalents, endof yearNumber of employees[Average number of part-time
employees, etc.](Note)(number of
persons)

The consolidated financial data up to the 74th fiscal year shown above have been prepared based on
accounting principles generally accepted in the United States of America (U.S. GAAP). Operating income isstated instead of ordinary income.

3

(2)

Financial data etc. of the Company(Millions of yen, unless otherwise stated)
Fiscal Year

75th

74th

73rd

72nd

71st

Year-EndMarch 2023

March 2022

March 2021

March 2020

March 2019

Operating revenue

6,772

6,196

16,42913,346

15,715

Ordinary income

2,473

1,682

12,0489,111

11,255

Net income

4,458

2,749

11,544

8,762

5,968

Common stock

13,26013,26013,26013,26013,26064,50065,58965,58968,58970,689Net assets

130,602138,332

140,106

130,996

134,813

Total assets

154,705

165,180

191,737

156,000

154,554

2,242.19

2,241.50

2,235.07

2,090.11

2,060.13

Total number of issued andoutstanding shares(thousandshares)Net assets per share(yen)

Dividends per share(Interim dividends per
share)(yen)

Net income per share

80.00

50.00

40.00

60.00

72.00

(40.00)(20.00)(20.00)(40.00)(36.00)

(yen)

74.46

44.18

184.98136.93

90.24

Diluted net income per
share

(yen)

74.15

43.99

184.16136.3989.91

Shareholders’ equity ratio

(%)

84.1

83.4

72.8

83.6

86.9

Return on equity

(%)

3.3

2.0

8.6

6.6

4.3

Price earnings ratio(times)

33.40

41.69

13.27

17.14

30.50

Dividend payout ratio

(%)

107.4

113.2

21.6

43.8

79.8

Number of employees[Average number of parttime employees, etc.](person)

112
[－]

90
[－]

85
[－]

94
[－]

90
[－]

Total shareholders’ return

(%)

90.6

67.0

85.3

80.5

91.7

(Benchmark: TOPIX incl.
dividends)(%)(131.8)(124.6)(122.1)(85.9)(95.0)

Highest share price

(yen)

2,596

2,612

2,537

3,115

3,485

Lowest share price

(yen)

1,784

1,687

1,630

2,110

2,595

(Notes)1.
2.

The highest and lowest share prices shown are market prices on the Prime Market of the Tokyo Stock
Exchange from April 4, 2022 and on the First Section of the Tokyo Stock Exchange before then.
The amount of dividends per share for the 72nd fiscal year includes the 70 tth anniversary dividend of 8.00
yen.

4

2. 【History】
June 1946

Wako Shoji founded by late Koichi Tsukamoto

November 1949

Wako Shoji Corp. established with 1 million yen in capital (Nakagyo-ku, Kyoto)

June 1951

Head office relocated to Anekoji-agaru, Muromachi-dori, Nakagyo-ku, Kyoto; plant opened; self-manufacturing
beginsCompany name changed to Wacoal Inc.

November 1957
November 1959
June 1964

Tokai Wacoal Sewing Corp. established as a domestic manufacturing company, and seven sewing subsidiaries
established in Japan
Company name changed to Wacoal Corp.

September 1964

Wacoal listed on the Second Section of the Tokyo and Osaka Stock Exchanges and the Kyoto Stock Exchange

August 1970

A joint venture company, Korea Wacoal Corp. established in Korea

October 1970

A joint venture company, Thai Wacoal Co., Ltd. (current Thai Wacoal Public Co., Ltd.) established in Thailand

October 1970

Taiwan Wacoal Co., Ltd. established as joint venture company

January 1971

Wacoal listed on the First Section of the Tokyo and Osaka Stock Exchanges

April 1978

Singapore office (current Wacoal Singapore Private Ltd.) opened

August 1979

Acquired shares from Torica Inc., a subsidiary of the Company, by way of capital increase through third-party
allocation
Wacoal America, Inc. (current Wacoal International Corp.) established as an overseas subsidiary

June 1981
March 1982
February 1983

Acquired shares from Nanasai Co., Ltd., a subsidiary of the Company, by way of capital increase through thirdparty allocation
Wacoal Hong Kong Co., Ltd., established as an overseas subsidiary

December 1983

Acquired all shares in Teenform Inc., an American corporation (current Wacoal America, Inc.)

January 1986

Beijing Wacoal Co., Ltd. (current Wacoal China Co., Ltd.), established as joint venture company

April 1989

Philippine Wacoal Corp. established as joint venture company

January 1990

Wacoal France S.A. established as an overseas subsidiary (current Wacoal Europe SAS)

January 1991

Indonesia Wacoal Co., Ltd. (current PT.Indonesia Wacoal), established as a joint venture company

April 1993
January 1995

Joint venture agreement for Korea Wacoal Corp. canceled; investment made into Shinyoung Inc. (current
Shinyoung Wacoal Inc.) in Republic of Korea
Guangdong Wacoal Inc. established as an overseas subsidiary

June 1997

Vietnam Wacoal Corp. established as an overseas subsidiary

December 2000
May 2003

Joint venture agreement for Beijing Wacoal Co., Ltd. (current Wacoal China Co., Ltd.), canceled andreestablished as Beijing Wacoal Co., Ltd., a wholly owned subsidiary
Wacoal Malaysia Sdn Bhd established as a joint venture company

August 2003

Dalian Wacoal Co., Ltd., established as an overseas subsidiary

October 2005

Company name changed to Wacoal Holdings Corporation pursuant to the transition to holding company system
Wacoal Corp. established through incorporation-type company split

January 2008

Peach John Co., Ltd. (“Peach John”), became a wholly owned Wacoal subsidiary through share exchange

August 2009

Lecien Corp. became a wholly owned Wacoal subsidiary through stock exchange

April 2012

Eveden Group Limited (currently Wacoal Europe Ltd.) became a wholly owned Wacoal subsidiary through theacquisition of all of the issued and outstanding shares of Eveden Group Limited
A Tech Textile Co., Ltd. and one other company established as joint venture companies

January 2016
July 2019
April 2022

Intimates Online, Inc. became a wholly owned Wacoal subsidiary through the acquisition of all of the issued
and outstanding shares
Moved from the First Section of the Tokyo Stock Exchange to the Prime Market of the Tokyo Stock Exchange
due to a revision of the Tokyo Stock Exchange’s market classification5

3. 【Description of Business】
Our corporate group consists of one holding company (Wacoal Holdings Corp.), 53 subsidiaries, and 8 affiliates,
and is principally engaged in the manufacturing and wholesale distribution of innerwear (primarily women’sfoundation wear, lingerie, nightwear, and children’s underwear), outerwear, sportswear, and other textile goods andrelated products, as well as the direct sale of certain products to consumers. Our corporate group also conducts
business in the restaurant, culture, service, and interior design businesses.
The Company falls under the definition of “Specified Listed Companies” as prescribed under Paragraph 2,
Article 49 of the Cabinet Office Ordinance on Restrictions on Securities Transactions, etc. For this reason, whether
an incident is minor (and not a material fact) under the insider trading restrictions will be determined on the basis of
consolidated figures.
Segment information and a summary of the various companies that make up our corporate group are as
follows:(1)

Wacoal Business (Domestic)

This segment is composed of Wacoal Holdings Corp. and 8 subsidiaries in Japan.
Wacoal Corp. engages in the planning and designing of the above-mentioned products, procurement ofmaterials for the above-mentioned products, commercialization of semifinished products purchased from sewing
companies in Japan and overseas and other business associates after inspection, and distribution to end consumers
through department stores, general merchandisers, and other general retailers in Japan, as well as directly managed
retail stores, E-commerce(EC) websites and distributors in Japan and overseas. Each of our 2 apparel
manufacturing companies, including Wacoal Manufacturing Japan Corp., receives a supply of raw materials from
Wacoal Corp., conducts sewing and processing of innerwear and sportswear, and delivers the semifinished products
to Wacoal Corp. We have 2 sales companies, including Une Nana Cool Corp. and Linge Noel Corp., which conduct
retail sales of innerwear, outerwear products.
(2)

Wacoal Business (Overseas)

This segment is composed of 38 companies, including our overseas subsidiaries and affiliates.
Among our 32 overseas subsidiaries, 9 companies are located in North and Central America; 7 companies arelocated in Europe; and 16 companies are located in Asia/Oceania. 6 overseas affiliates are located in Asia.
Among our 9 overseas subsidiaries in North and Central America, Wacoal Dominicana Corp., an apparel
manufacturing company of innerwear products, ships its products to Wacoal America, Inc., a manufacturing andsales company, which supplies these products to end consumers through local department stores, specialty retailstores and EC websites. In addition, Eveden Inc., a sales company, distributes innerwear products, which are mainly
supplied from Wacoal Lanka Private Ltd. and Wacoal Emea Ltd.
Among our 7 overseas subsidiaries in Europe, Wacoal Emea Ltd. sells products such as innerwear, which aresupplied by Wacoal Lanka Private Ltd., to end consumers through department stores and specialty retail stores
mainly in the United Kingdom.
Our 2 subsidiaries and 4 affiliates in Asia/Oceania are manufacturing and sales companies, which distributeproducts to end-consumers through their local department stores and specialty retail stores, and also distribute a partof their products to Wacoal Corp. and sales companies in Asia. Our sales companies include 6 subsidiaries,
including Wacoal Singapore Private Ltd., Eveden Israel Ltd., and 1 affiliate. These sales companies distribute
innerwear products, which are mainly supplied from the group companies to their local department stores, specialty
retail stores and directly managed retail stores. Our 8 remaining subsidiaries include 4 apparel manufacturing
companies producing innerwear, 2 raw materials manufacturing companies, 1 company that procures materials for
subsidiaries and affiliates in Asia, and 1 investment company which make investments in the local subsidiaries andlocal affiliates that manufacture and sell innerwear.
(3)

Peach John BusinessThis segment is composed of 4 companies, including our domestic and overseas subsidiaries. The 1 domestic
subsidiary and 3 overseas subsidiaries are sales companies, and Peach John mainly engages in the retail sales of
products that are independently supplied mainly from nongroup companies.

6

(4)

Other

This segment is composed of a total of 11 companies, including 5 domestic subsidiaries, 4 overseas
subsidiaries, 1 domestic affiliate and 1 overseas affiliate.
Among the 5 domestic subsidiaries, Nanasai Co., Ltd. (“Nanasai”) engages in manufacturing, sales and rentalof mannequins and fixtures, and interior design work and Lecien Corporation engages in the manufacture andwholesale distribution of women’s innerwear and lace and fabrics for handicrafts. Our 3 other subsidiaries which
engage in sales, other textile-related business, real estate leasing business, and/or other businesses.
4 overseas subsidiaries are located in Asia.
3 of our subsidiaries in Asia are apparel manufacturing companies. The other 1 subsidiary engage in othertextile-related business.
The business distribution diagram of these subsidiaries and affiliates follows on the next page:7

Consumer/Client(Apparel Manufacturing: 2 companies)
Wacoal Manufacturing Japan Corp.
Torica Inc.

(Other Textile Related: 1 company)
Wacoal Distribution Corp.

(Manufacturing and Sales: 1 company)
Wacoal Corp.

(Cultural Business Service: 1 company)
Wacoal Art Center Co., Ltd.

(Sales: 2 companies)(Other: 1 company)
Wacoal I Next Corp.

Une Nana Cool Corp.
Linge Noel Corp.
1 other companies

Wacoal Business (Domestic)

Peach John Business

Wacoal Business (Overseas)

Other(North/Central America: 9 companies)(Sales: 4 companies)
Peach John Co., Ltd.
3 other companies

Wacoal International Corp.

(U.S.)

Wacoal America, Inc.

(U.S.)

Wacoal Dominicana Corp.

(Lecien: 5 companies)
Lecien Corporation
Lecien （Vietnam）Co., Ltd.
(Vietnam)(Dominican Republic)
Eveden Inc

3 other companies(U.S.)
5 other companies(Europe: 7 companies)(Other: 6 companies)

Wacoal Europe Ltd.

(U.K.)

Wacoal Emea Ltd.

(U.K.)

Wacoal Europe SAS.

(France)4 other companies(Asia/Oceania: 22 companies)
Wacoal Investment Co., Ltd.
(Taiwan)Wacoal International Hong Kong Co., Ltd.
(Hong Kong)
Wacoal China Co., Ltd.
(China)Wacoal Singapore Private Ltd.
(Singapore)
Wacoal Hong Kong Co., Ltd.
(Hong Kong)
Guangdong Wacoal Inc.
(China)Wacoal Lanka Private Ltd.
(Sri Lanka)
A Tech Textile Co., Ltd(Thailand)*Shinyoung Wacoal Inc.
(South Korea)*Taiwan Wacoal Co., Ltd.
(Taiwan)*Thai Wacoal Public Co., Ltd(Thailand)
11 other companies,
including 3 equity method affiliates

Wacoal Holdings Corp. (holding company)
Without mark: a consolidated subsidiary*: an equity method affiliate

8

Nanasai Co., Ltd.
Ai Co., Ltd
Wacoal Service Co., Ltd.
Wacoal Career Service Corp.
*House of Rose Co., Ltd.
1 other companies,
including 1 equity method affiliates

4. 【Information on Subsidiaries and Affiliated Companies】
Company Name

Location

Capital(Millions of yen)

Principal Business

Percentage of
Voting Rights
Owned or Held(%)

Relationship
Number of Company
Officer(s) holding a Position as
Officer in such Subsidiaries
and Affiliated Company

Lease/Rent ofFacilities(Consolidated Subsidiary)
Wacoal Business (Domestic)(Research and development, productplanning and sale of innerwear
products, etc.)

100

3Rent of officebuilding

90

Peach John Business (Productplanning and sale of innerwear
products)

100

2

－

Minami-ku,
Kyoto

90

Other
(Product planning and sale ofinnerwear products, etc.)

1002Rent of office･
storage building

Wacoal Manufacturing Japan Corp.

Unzen-shi,
Nagasaki70

Wacoal Business (Domestic)(MTO (make to order) of innerwear
products)

100－

Rent of officebuilding

Torica Inc.

Ibaraki-shi,
Osaka

92

Same as above

－

－

Other
(Leasing of mannequins, interior
design and construction work of
stores)2

Rent ofoffice building

2

－

－

－

－

－

100

2

－

100

－

－

－

－

1

－

2

－

1

－

2

－

1

－

1

－

1

－

2

－

2

－

－

－

3

－

1

－

*1, *5
Wacoal Corp.

Minami-ku,
Kyoto

5,000

Peach John Co., Ltd.

Minato-ku,
Tokyo

Lecien Corp.

(100）

57
(57）

Nanasai Co., Ltd.

Minami-ku,
Kyoto

90

*1
Wacoal International Corp.

New York,
USA

20,000 thousand
USD

Wacoal Business (Overseas)(a US holding company)

Wacoal America, Inc.

New York,
USA

2,062 thousand
USD

Wacoal Business (Overseas)(Product planning and sale ofinnerwear products)

Wacoal Dominicana Corp.

Santo
Domingo,Dominican
Republic

20 thousand
USD

Wacoal Business (Overseas)(MTO of innerwear products)

Wacoal Europe Ltd.

Northamptonshi
re, UK

175 thousand
GBP

Wacoal Business (Overseas)(a holding company)

Wacoal Emea Ltd.

Northamptonshi
re, UK

250 thousand
GBP

Wacoal Business (Overseas)(Product planning and sale ofinnerwear products)

Wacoal Europe SAS.

Saint-Denis,
France8 thousand
EUR

Wacoal Business (Overseas)(Sale of innerwear products)

Wacoal Hong Kong Co., Ltd.

Hong Kong

3,000 thousandHK$*1
Wacoal International Hong Kong Co., Ltd.

Hong Kong

373,690 thousand
HK$

Wacoal Business (Overseas)(Procurement of innerwear products
and raw materials)

Vietnam Wacoal Corp.

Bien Hoa,
Vietnam

54,604 million
VND

Wacoal Business (Overseas)(MTO and sale of innerwear products)

100

Wacoal Business (Overseas)(a Taiwan holding company)

100
100

Same as above

Wacoal Investment Co., Ltd.

Taipei, Taiwan

59,000 thousand
NT$

Guandong Wacoal Inc.

Guangzhou,
China

17,730 thousand
RMB

Wacoal Business (Overseas)(MTO of innerwear products)*1
Wacoal China Co., Ltd.

Beijing, China

189,364 thousand
RMB

Wacoal Business (Overseas)(Product planning, and sale ofinnerwear products)*1
A Tech Textile Co., Ltd.

Bangkok,Thailand

1,000 million
THB

Thai Wacoal Public Co., Ltd.

Bangkok,Thailand120 million
THB

PT.Indonesia Wacoal

Bogor,
Indonesia

2,500 million
IDR

Same as above

Shinyoung Wacoal Inc.

Seoul, South
Korea

4,500 million
WON

Same as above

Taiwan Wacoal Co., Ltd.

Taoyuan,Taiwan

800 million
NT$

Wacoal Business (Overseas)(Manufacturing of raw materials)

99
100
(100）

100
(100）

100
(100）

(100）

100
(100）

80
(80）

100
(100）

(100）
(100）
(100）

100
(100）

54
(54）

34 other companies(Equity Method Affiliate)*4House of Rose Co., Ltd.

Minato-ku,
Tokyo

934

Wacoal Business (Overseas)(Product planning, manufacturing andsale of innerwear products)

Same as above
Other(Development and sale of cosmetics
and healthcare products, etc.)

3 other companies

9

34
(34）

42
(42）

25
50
(50）

21

(Notes) *1. Wacoal Corp., Wacoal International Corp., Wacoal International Hong Kong Co., Ltd, Wacoal China Co.,
Ltd. and A Tech Textile Co., Ltd. are categorized as a specified subsidiary under the Financial Instruments
and Exchange Act.
2. The number in brackets under the “Percentage of Voting Rights Owned or Held” column means thepercentage of indirect holding.
3. The name of operating segments is shown under the “Principal Business” column.
*4. House of Rose Co., Ltd. is a company that is obliged to file an annual securities report.
*5. Wacoal Corp.’s sales (excluding the internal sales recorded among consolidated subsidiaries) account for
more than 10% in our consolidated sales.
Key Income Summary (i) Revenue

93,188 million yen(ii) Ordinary income

2,803 million yen(iii) Net income

2,234 million yen(iv) Net assets

95,831 million yen(v) Total assets

125,686 million yen

10

5. 【Employees】(1)

Employees within group
As of March 31, 2023
Name of Operating Segment

Number of Employees

Wacoal Business (Domestic)

6,428

[259]

Wacoal Business (Overseas)

10,937

[115]

396

[25]

1,386

[83]

19,147[482]

Peach John Business
Other
Total

(Notes)1. The number of employees is the number of individuals working within our group (excludes individuals
seconded from our group to third parties, but includes individuals seconded from third parties to ourgroup). The average number of temporary employees is indicated in brackets for the current consolidated
fiscal year.
2. Temporary employees include temporary staff and part-time workers whose working period is about 3
months.

(2)

Employees of the Company
As of March 31, 2023

Number of Employees

Average Age

112(Notes)Average Years of Service
45.8

Average Annual Salary (Yen)

19.5

5,949,297

1. The number of employees is the number of individuals working within the Company.
2. The average annual salary includes bonus and extra wages.
3. All employees of the Company belong to the Wacoal Business (Domestic) segment.

(3)

Relationship with Labor Union
Employees of the Company are members of the Wacoal Labor Union.
The Wacoal Labor Union is a member of The Japanese Federation of Textile, Chemical, Food, Commercial,
Service, and General Workers’ Unions.
Certain subsidiaries have their own labor unions.
Our relationship with Labor Unions is very stable and we have nothing to report on this matter.
(4)

Ratio of female employees in managerial positions, ratio of male employees taking child-rearing leave, anddifferences in wages between male and female employees

1. The Company and Wacoal Corp.
Current Fiscal Year

Name ofCompanyThe
Company
WacoalCorp.
Total

Ratio ofFemaleEmployees inManagement
Positions (%)(Note 1)

Ratio of Male
Employees
Taking Childrearing Leave(%)(Note 2)

17.8

100.0

29.0
27.6

Differences in Wages between Male and Female Employees (%)(Note 1)
All
Employees

Of which, areparttime/fixedterm contract
employees

Of which, are full-time employee status by position
All Full-time
Employees

Management

57.1

60.0

88.1

87.2

－

58.1

33.3

52.9

53.9

91.2

79.2

＊

58.1

38.9

52.8

52.9

91.5

79.2

＊

62.9

11

Careertrack

Sales

(Notes)

1.
2.

3.
4.
5.

The figures shown have been calculated pursuant to the provisions of the Act on the Promotion of
Women’s Active Engagement in Professional Life (Act No. 64 of 2015).
The figure shown is the ratio of male employees who have taken “children leave, etc.” as set forth inParagraph 1, Article 71-4 of the Ordinance for Enforcement of the Act on Childcare Leave, Caregiver
Leave, and Other Measures for the Welfare of Workers Caring for Children or Other Family Members(Ordinance of the Ministry of Labor No. 25 of 1991) pursuant to the provisions of the Act on Childcare
Leave, Caregiver Leave, and Other Measures or the Welfare of Workers Caging for Children or Other
Family Members (Act No. 76 of 1991).
Part-time/fixed-term contract employees comprise contract employees and post-retirement rehires.
An asterisk “*” indicates that comparison cannot be made due to the absence of applicable male
employees.
Details of the “Differences in Wages between Male and Female Employees” are described in “II.
Business Overview, 2.【Sustainability Approaches and Initiatives】 (3) Human capital”.

2. Our Consolidated Subsidiaries
Current Fiscal Year
Ratio of Female Employees in Managerial Positions (%)(Note 1)

Ratio of Female
Employees inManagerial Positions(%)(Note 1)

Ratio of Male
Employees Taking
Child-rearing Leave(%)(Note 2)

－

－

49.8

63.8

＊

0.0

－

77.1

75.4

98.6

Torica Inc.

16.0

－

58.6

55.7

72.8

Nanasai Co., Ltd.

13.2

－

－

－

－

－

－

46.9

82.5

74.0

31.0

＊

－

－

－

Name of Company

Peach John Co.,Ltd
WacoalManufacturing
Japan Corp.

WacoalDistribution Corp.
Wacoal Career
Service Corp.

(Notes)1.

Of which, are partOf which, are full-time
time/fixed-term contract
employees
employees

All Employees

The figures shown have been calculated pursuant to the provisions of the Act on the Promotion of
Women’s Active Engagement in Professional Life” (Act No. 64 of 2015).
2. The figures shown are the ratio of male employees who have taken “childcare leave, etc.” as set forth inParagraph 1, Article 71-4 of the Ordinance for Enforcement of the Act on Childcare Leave, Caregiver
Leave, and Other Measures for the Welfare of Workers Caring for Children or Other Family Members(Ordinance of the Ministry of Labor No. 25 of 1991) pursuant to the provisions of the Act on Childcare
Leave, Caregiver Leave, and Other Measures or the Welfare of Workers Caging for Children or Other
Family Members (Act No. 76 of 1991).
3. An asterisk “*” indicates that there are no applicable male employees.

12II. Business Overview
1.【Management Policy, Business Environment and Management Issues】
The group’s management policy, business environment and issues to be addressed are described as follows.
Any forward-looking statement contained below is based on our judgments of our group as of the end of thecurrent fiscal year. These future expectations and projections are subject to various factors and uncertainties forecasts,
and may differ from actual outcome or results.
(1) Group Philosophy (Mission, Spirit of Foundation)
Our group, with the Company as its pure holding company, has been operating innerwear business and otherbusinesses primarily in Japan, the United States, Europe, China and Southeast Asia with the goal of “contributing tosociety by helping people express their beauty”. In 2022, we have introduced our “Mission”, the social mission
statement we aim to fulfill in today’s society, defined as “committing to the enrichment of the lives of people aroundthe world”, “helping people realize their individuality, and their inner beauty, rather than uniform external beauty”,
and “striving to solve various social issues such as the environment and human rights”. Based on this “Mission”
and our “Founding Principles” that we have inherited over our 70-year history, we will strive to enhance ourcorporate value by promoting sustainability management that aims to both solve social issues and achievesustainable growth through our business activities, at the same time each of our operating companies utilizing its
efforts to address complicated and diversified social issues as future growth opportunities.
In addition, our business activities are built upon accumulation of “mutual trust”, the trust built between
people, based on our listening to the voice of each and every one of our customers, and continuously transforming
our business with a sense of humility. We aim to become an indispensable presence in society by building
relationships of mutual trust with every stakeholder, including shareholders, customers, employees, business
partners and local communities, through our continuous endeavors to enhance transparency in corporate
management and to ensure fairness and independence.
MissionWACOAL empowers people with the confidence that comes from looking and feeling their best.
As a global leader, we welcome everyone into our caring community built on mutual respect, diversity, andinclusion.
At WACOAL, we value each person as an individual and believe in nurturing the body and mind so everyone canbe their best.
When people with different backgrounds are empowered to come together and share ideas freely, we as asociety will achieve true harmony.
By continuing to evolve, WACOAL leads the way to a world where kindness, inclusivity, and mutual respect are
the standards, and the future is full of promise for everyone.
“Global Corporate Message”
Comfortable inside. Confident outside.
*“Global Corporate Message” above is our common corporate message shared within our group.
For details, please see “About Wacoal Group” on our company website (https://www.wacoalholdings.jp/en/group/).
Founding Principles

Our Promise
We will contribute to society by helping women express their beauty.
Our Culture
We, the employees and management of WACOAL, will maintain a refined corporate culture based on mutual
trust and will continually strive to make the Company a global leader in the industry.

13

Our Values
1. Create products loved by customers
2. Develop new products that meet the needs of the times.
3. Conduct business in a fair manner with a forward focus.
4. Build a better WACOAL through better human resources.
5. Fear not failure and boast not of success.
(2) Our Medium- and Long-term Business Strategy and Measures for Business Targets(ⅰ) Medium- and Long-term Business Strategy frame “VISION 2030”
In order to put our management philosophy into practice, our group formulated a new corporate vision of thegroup looking ahead to the year 2030 called “VISION 2030”, by back-casting from long-term goals, while keeping
an eye on the business challenges that we face, customer values, and changes in the society and environment.
Under “VISION 2030”, our medium to long-term vision is “to evolve and grow as ‘Wacoal Group of the World’ by
providing both physical and emotional beauty and richness to individuals through high sensitivity and premium
quality” and we will achieve sustainable growth and enhance corporate value through the following initiatives.
Corporate vision : evolve and grow as “Wacoal Group of the World” by providing both physical and emotional
beauty and richness to individuals through delicate sensibility and premium quality
Basic policy: achieve sustainable growth through creation of new value from innovative perspectives

Business domain : widen and deepen the fields of “beauty”, “comfort” and “health” with new products and services
supported by our “delicate sensibility and premium quality”
Priority strategies:
Targets of materiality (key issues)

Priority strategies
Improve profitability andexpand business domain indomestic market

Promotesustainability
management

Expand business andtransform into highly
profitable business structure
in overseas market

Strengthen groupmanagement

Transition to capitalefficient management

Steadily growing in Japan and developing new businesses in the healthcare field・recovery of share in the domestic market through the promotion of customer
experience (CX) strategies
・expansion of business domain in the fields of “beauty”, “comfort” and “health”
Maintaining current pace of expansion in the existing markets and growing
presence in the European and Indian markets
・acquisition of new customers by strengthening digital marketing
・conversion of existing customers to loyal customers by strengthening customer
relationship management (CRM)
・enhancement of brand investments in the new markets
Strengthening group governance, and developing and utilizing diverse humanresources
Developing domestic and overseas technology, production and R&D bases
・redefining of quality standards, conversion of sewing factories to smart
factories, and pursuit of production and transportation efficiency
Achieving continued generation of return on equity (ROE) in excess of cost ofcapitalOptimizing value distribution to stakeholders
・ROE of 10%, measures to optimize capital structure

Key indicators (fiscal year ending March 2031):
270 billion yen（Percentage of sales from overseas operations is 40%）

Revenue(Reference) Group sales including unconsolidated joint ventures

340 billion yen

Business profit (Ratio)

27 billion yen（10％）

Operating profit (Ratio)

27 billion yen（10％）
10％

ROE

14

The Actions of Officers and Employees:“Think about the happiness of others”
Do you consider the happiness of people around you, including the customers, suppliers, and employees or coworkers you workwith?
“Embrace curiosity and use all five senses”
Have you noticed or discovered anything new lately?
“Consider the reason and purpose”
Do you understand the true meaning and root cause; why and what for?
“Respect diverse opinions”
Do you listen to people’s opinions with humility and have constructive discussions without making assumptions?
“Make decisions for the future”
Do you act not only for immediate results, but also for a successful future?
“Give it a try first”
Do you give up out of fear of risks? Do you support people who take on challenges?
“Work together”
Do you strive for great success through teamwork and collaboration?
“Act with honesty and responsibility”
Do you communicate appreciation for others? Do you have blameless problem-solving approach?

Following the formulation of the “VISION 2030”, we have updated the definition of “Wacoal Group of the World”
as follows:- earning a high level of trust from all stakeholders with respect to our group’s products, services and initiatives
related to social issues- developing businesses with competitive advantages on a global scale by making optimizing our group’s humanresources, assets, know-hows and network- continuing to create new customer experience with innovative and high-quality products and services to enrichand beautify the lives of our customers around the world- enabling our employees around the world to understand our group’s goals and mission, and to challengethemselves to realize our group’s goals and mission without being bound by common sense or the past(ⅱ) Medium-Term Management Plan
The upcoming three-year period (from fiscal year ending March 2023 to fiscal year ending March 2025) isregarded as an important period for us to lay the foundation for realizing our goal, “evolve and grow as ‘Wacoal
Group of the World’ by providing both physical and emotional beauty and richness to individuals through delicate
sensibility and premium quality”. As a manufacturing company that develops various brands globally, we will focus
on the following initiatives under our medium-term management plan to contribute to enrich the lives of people andto transform ourselves into a highly profitable company capable of sustainable growth.

15Core Strategies:【Wacoal Corp.】
CX strategies and marketing innovation (realization of regrowth)- promotion of CX strategies – strengthening of brand and product development(Domestic Business)transform ourselves into a resilient
corporate structure

capabilities –development of human resources and organization
Continue cost structure reforms (improve profitability)- improve profitability by reforming working styles, manufacturing structure, andpursuing cost-effectiveness【Consolidated subsidiaries】
Dealing with underperforming businesses (improve profitability)- build a system that continues to generate sound profits (constant profit surplus)- determine and implement withdrawal and separate business through periodic
inspections (semiannually)
Digital transformation (DX) acceleration on a global basis (promotion of CX
strategies)(Overseas Business)accelerate global growth- improve value of our customer experience with the merger between offline andonline activities- acquire new customers by strengthening digital marketing- convert existing customers to loyal customers by utilizing data and strengthening
CRM(Sustainability)
promote initiatives for materiality- strengthen human capital and organizational capacity to practice management
philosophy and enhance competitiveness- strengthen responses to growing concerns for environmental and human rights
issues- promotion of co-creation innovation to create social value(Finance)
generate ROE in excess of cost of capital- improve profitability and capital efficiency- further improve transparency of corporate governance- eliminate serious compliance violations

Efforts to improve the effectiveness of the Board of Directors:
Under the medium-term management plan, we will continue to focus on promotion of group management andstrengthening of group capabilities as key management issues and aim to build a solid management base that will
support sustainable growth in the medium to long-term. To improve the effectiveness of the Board of Directors, wewill continue to review the executive remuneration system and will strive to optimize the composition of membersof the Board of Directors, ensuring expertise, independence and diversity.
Specific initiatives during the medium-term management plan
- review of management system and clarification of responsible business managers- continuous improvement on the executive remuneration system- ensuring diversity of the Board of Directors
Financial strategies:
In terms of our financial strategies, we will leverage operating cash flow to implement IT and digital
investments for growth and explore opportunities for new business investments. In addition, we will work to
improve ROE by placing highest priority on improving profitability, while at the same time, actively returning
profits to shareholders to improve capital efficiency.
Basic policies on our medium-term management plan- work to improve profitability as our highest priority, while simultaneously improving ROE by improving asset
efficiency and capital efficiency- Active shareholder returns to improve capital efficiency at the same time as prioritizing investment in future
growth16

Guidelines for Medium-term Management Plan Period(from the fiscal year ending March 2023 to the fiscal year ending March 2025)
Cross-Shareholdings

Shareholder Return

Growth Investment- continue to actively reduce cross-shareholdings- medium- to long-term cross-shareholdings index is 15% or less of net assets- stable dividends with a target payout ratio of 50% or more
- conduct flexible share buybacks to improve capital efficiency- conduct additional returns to further improve capital efficiency in the absence of appropriate growthinvestments- conduct IT and digital investments for growth and consider opportunities to invest in new businesses(ⅲ) Policy for Fiscal Year ending March 2024
During the fiscal year ending March 2024, we expect that the environment surrounding our business willcontinue to be unstable due to a mix of expectations of a recovery in consumer spending in hopes to put an end to
COVID-19 and concerns of a slowdown in consumption following price hikes, geopolitical risks and financial
anxiety. Under these circumstances, our group will continue to endeavor to address increasingly complex anddiverse social issues as “an opportunity for future growth”, promote “sustainability management” to achieve both“resolution of social issues” and “sustainable growth” through our business and enhance corporate value throughour initiatives in “transformation of management focused on capital efficiency”, “enhancement of governance”, and“improvement of profitability. In addition, we have decided to revise the current medium-term management plan inorder to “restore our business performance” and “improve our price-to-book ratio (“PBR”)” as soon as possible bypromoting the transformation to management focused on capital efficiency and increasing the effectiveness ofmanagement. We will reexamine the business strategies set forth in the medium-term management plan and themeasures to strengthen the management foundation to improve profitability and capital efficiency, which we plan todisclose around November 2023.
Based on the above-described initiatives, we expect net sales of 205 billion yen, operating profit of 6 billion
yen, profit before income taxes and equity in net income of affiliated companies of 7 billion yen, and net profit
attributable to owners of parent of 4.8 billion yen for the consolidated business results for the fiscal year ending
March 2023. We formulated our plan for the fiscal year ending March 2024 using the key exchange rates of 130.00
yen to the U.S. dollar; 160.00 yen to the Sterling pound; and 19.00 yen to the Chinese yuan.
(ⅳ) Business Targets＜KPIs＞
Fiscal year ending March 2024
(2nd year of the medium-term
management plan)

Fiscal year ending March 2025
(last year of the medium-term
management plan)

Net revenue

205 billion yen

220 billion yen

Business profit

6 billion yen (2.9%)

16 billion yen (7.3%)

Operating profit

6 billion yen (2.9%)

16.5 billion yen (7.5%)

Profit before income taxes and equity in net
income of affiliated companies

7 billion yen (3.4%)

18 billion yen (8.2%)

Net profit attributable to owners of parent

4.8 billion yen (2.7%)

12.5 billion yen (5.7%)

EPS

88 yen200 yen or more

ROE

-

6%

17

＜Financial indicators＞

Reduction of cross-shareholdings

Cumulative three years (from the fiscal year ending
March 2023 to the fiscal year March 2025)
Target raised to 15 billion yen(Initial Plan: 10 billion yen)
100% or more

The dividend payout ratio
Shareholders’ equity

210 billion yen (as of March 2025)(3) Issues to be addressed
Transformation to management focused on capital efficiency:
Our market capitalization, a market valuation that takes into account future growth, has remained below our net
assets, and we recognize that it is critical to address this issue to restore the stagnant price-to-book ratio (“P/B ratio”)
to a level of 1x or more by quickly improving profitability and achieving a return on capital that exceed cost of capital.
Accordingly, we will achieve medium- to long-term corporate value enhancement through sustainable growth, by
ensuring that each operating entity and/or business division will shift to management that is more focused on
profitability and capital efficiency than in the past, and formulating and executing highly effective strategies. We
plan to disclose around November 2023 the results of analyzing and evaluating our capital profitability and market
valuation as well as policies, goals and/or management indicators for improving P/B ratio, specific initiatives andtimeframe for the execution of these initiatives.
Enhancement of governance:
In order to shift to a management that focuses on capital efficiency and to achieve a return on capital that exceeds
cost of capital, we will need to further strengthen the supervisory function of our Board of Directors over executionof business and to enhance effectiveness of management. In order to steadily implement our agenda of improving
profitability and capital efficiency, we have examined the skill set of our Board of Directors and decided to appoint
an additional External Director with experience and knowledge in the areas of investment and financial capital
markets.
Improvement of business profitability:
Although the restrictions on activities in various countries and/or regions following the spread of COVID-19
have been eased, the recovery in profit has been slow due to inadequate response to changing consumer needs andconsumer behaviors from the experience of COVID-19. We will achieve renewed growth by providing new customer
experience value and creating new business, while at the same time continuing to reform our cost structure andimprove business efficiency.
Other issues:
The business environment surrounding the Company continues to undergo significant changes including ashrinking domestic market due to a decline in birthrate and aging population, changes in distribution such as the
expansion of e-commerce, diversifying consumer needs, growing cost-conscious consumers, and further increase in
raw material and transportation costs associated with geopolitical risks. In addition, environment issues such as
climate change and human rights issues are becoming increasingly serious, and require appropriate response andprevention.
The Company will endeavor to achieve resolving social issues on one hand and sustainable growth on the other
hand through our initiatives for “maximizing the value provided to customers”, “building an organization in which
each employee can grow and be highly motivated”, “preserving the global environment for future generations”,“realizing a society in which everyone can excel at their roles” and “enhancing governance toward realization ofsustainable growth”, which we have defined as our materiality (material issue) items.

18

2.【Sustainability Approaches and Initiatives】
Any forward-looking statement contained below is based on our judgments of our group as of the end of thecurrent fiscal year. These future expectations and projections are subject to various factors and uncertainties, andmay differ from actual outcome or results.
(1)

Sustainability Strategy
As environmental issues such as climate change and human rights issues are becoming more serious, there is astrong demand for actions and efforts toward a sustainable society. In addition to responding to the demands ofsociety, our group will strive to enhance our corporate value by promoting “sustainability management” that aims toboth “solve social issues” and “achieve sustainable growth” through our business activities, viewing our efforts toaddress increasingly complicated and diversified social issues as future “growth opportunities”.
It is also important to increase the number of employees who can act with a clear vision of what the company
should be and the company’s mission should be in order to realize the enhancement of our group’s corporate value.
By increasing the number of employees practicing our management philosophy, we will achieve personal growth foreach employee, as well as corporate growth.
(i) GovernanceOur group established the Sustainability Committee in April 2022 to promote “sustainability management” andachieve both “solving social issues” and “sustainable growth” through our business activities. We have alsoestablished 4 subcommittees under the Sustainability Committee in order to strengthen our response to importantsustainability issues. The Sustainability Committee regularly holds a meeting on the same day as the meeting of theBoard of Directors to formulate concrete measures to address sustainability issues, monitor progress and evaluateachievements. The Board of Directors receives reports from the Sustainability Committee and gives instructions
regarding our group’s policies and initiatives to address sustainability issues. Our Representative Director,
President and CEO is responsible for the Board of Directors and the Group Management Meeting, the highest
decision-making body at the business execution level, and also acts as the Chair of the Sustainability Committee (asof June 28, 2023).
The number of meetings of the Sustainability Committee held during the fiscal year ended March 31, 2023 was
7 times in total. The main topics of discussion were related to “reduction of greenhouse gas emissions in the supply
chain”, “promotion of adopting environmentally friendly materials”, “promotion of responsible procurement
activities” and “promotion of respecting human rights in the supply chain” as well as specific activities and targets
during the relevant period of our medium-term management plan.
Steering Committees:"Subcommittee for Carbon Neutral"
In order to reduce the environmental impact and environmental risk of Wacoal Group’s business activities andto promote voluntary and active environmental preservation activities, it will deliberate on activity policies andinitiatives related to environmental issues, such as climate change measures and reducing the environmental load ofback offices, and strategic investment projects related to environmental preservation, and monitor progress.
"Subcommittee for Resource Circulation"
In order to promote sustainable use of resources and materials in the supply chain, resource conservation
measures, and waste reduction and recycling, and thereby achieve a resource circulation society, it will deliberate on
procurement policies and quality standards for environmentally friendly materials, and monitor the progress ofwaste reduction in production and procurement activities.
"Subcommittee for CSR Procurement"
Being responsible for formulating and checking the progress of Wacoal Group's CSR procurement plans, it will
accurately grasp the status of compliance with the Wacoal Group CSR Procurement Guidelines and lead theinitiatives to make corrections and improvements continuously, by operating a cycle from monitoring manufacturingcontractors and raw material suppliers through self-evaluation, etc., analysis and evaluation feedback, correction
and improvement plans, to follow-ups.
19

"Subcommittee for Human Rights, D&I"
In order to ensure that the obligations of respecting human rights under the Human Rights Policy is fulfilled
and the duties are properly carried out, it will provide educational activities related to the protection of human rights
and advice and recommendations on implementing human rights due diligence. In addition, it will implement
various measures, including holding internal seminars, in order to create a workplace environment that canaccommodate diverse employees and maximize their individual abilities.
(ii) Strategy
It is becoming increasingly difficult to predict the future due to the world’s growing population, declining
birthrates, aging populations, ongoing digital revolution, globalization, worsening climate change and human rights
issues.
In formulating our medium- and long-term business strategy frame “VISION 2030”, our group have taken into
consideration macro trends and the requirements of various stakeholders, and have gained insight into the businesschallenges and social and environmental issues that are expected to be faced by 2030. We have established thefollowing materialities (material issues) based on a materiality analysis (materiality assessment) of both “social andenvironmental issues to be solved” and “corporate growth”.
Materialities (material issues):
TargetCustomers

Materialities (material issues)

PurposeMaximize the value provided tocustomers

Enhancement of customer experience value by pursuing
personalization
Endeavoring to expand business areas
Deepening of product quality and building of service quality

Employees

Achieve growth of each of ouremployees and establish a highly
rewarding organization

Growth into human resources who can expand their potential andhave confidence, pride, and success
Building of an organization that can demonstrate great results
through co-creation and collaboration
Continuous improvement of employees' health and healthawareness

Environment

Preserve the environment globallyfor future generations

Promotion of business activities that reduce environmental
impactSociety

Realize a society in which everyone
plays an active role in their own
way

Promotion of co-creation innovation to solve social issues

Governance

Enhance governance towardrealization of sustainable growth

Implementation of highly transparent management
Strengthening of the risk management system
Continuous improvement of profitability and capital efficiency(iii) Risk Management
With respect to risks related to the overall management of our group, we have established the Corporate Ethics
and Risk Management Committee (the Management Planning Department acting as an organizer), for which ourRepresentative Director, President and CEO acts as the administrative manager and the Director in charge of Group
Business Management acts as the Chair, to regularly monitor and respond to material risks. The Corporate Ethics
and Risk Management Committee also reports to the Board of Directors on a regular basis regarding the status ofoperation of our group-wide risk management system. Risks that can be managed by each business unit or
subsidiary are addressed by the relevant organization in the course of its business activities.
With respect to risks related to sustainability issues of our group, the Sustainability Committee and its
subcommittees examine the impact on the entire supply chain, including direct operations and certain upstream anddownstream operations, from a short-, medium-, and long-term perspective. The results are reported to the Board of20

Directors, the upper decision-making body, which ultimately identifies and evaluates risks. Risks are also managed
through monitoring and evaluation of achievement by the Sustainability Committee and each subcommittee.
(iv) Targets and Goals
In order to promote “sustainable management” and achieve “solving social issues” and “sustainable growth” through ourbusiness activities, we have established the following indicators for the “11 strategic materialities (material issues)”. The numericaltargets are currently under consideration and are scheduled to be disclosed during the fiscal year ending March 31, 2024.

Customers: Maximize the value provided to customers

12Strategic Materialities

Concrete efforts toward the(Material Issues)

resolution of material issues

Enhancement ofcustomer experiencevalue by pursuing
personalization

Endeavoring to expand
business areas

Increasing of customer connections and learningfrom them to wow other customers

Creation of products that exceed expectations
and are loved

Tackling challenges in new areas to support
customers from every angle

3

Increase in the number of customers withconnections to the Wacoal Group
Increase in the number of people experiencing
Wacoal’s unique services that enhance thecustomer experience
Revitalization of the innerwear business bypromoting the development of new products andservices that utilize customer data
Increase in growth and profitability in businesses
other than women’s innerwear
Creation of new business to achieve well-being
Expansion of internal resources into new fields

Achievement of global growth to provide
inspiration to customers around the world
Deepening of productquality and building ofservice quality

Non-financial targets by 2030

Pursuit of quality control systems and quality
levels demanded by the times

Overseas business expansion
Continuous monitoring of product quality andimplementation of improvement activities
Maintenance and improvement of the quality ofdigital and over-the-counter services

Employees: Achieve growth of each of our employees and establish a highly rewarding organization

4

5

6

Strategic Materialities

Concrete efforts toward the(Material Issues)
Growth into humanresources who can
expand their potential
and have confidence,
pride, and success
Building of anorganization that candemonstrate great
results through cocreation andcollaboration

resolution of material issues

Continuous
improvement of
employees’ health andhealth awareness

Growth into of human resources thatproactively enhance self-proficiency and takeon challenges with enthusiasm, regardless ofgeneration or position

Fostering an organizational culture in whichpeople from diverse backgrounds cooperate andachieve mission

Improvement of employees' mental andphysical health21

Non-financial targets by 2030
Enhancement of initiatives geared toward selfmotivated career design and skill improvement
Nurturing of human resources and creation of anenvironment in which employees can take onchallenges with enthusiasm
Development of a work environment in whichpeople from diverse backgrounds can work
together
Increase in the number of employees who can act
with clarity on what the Company should be andits mission
Improvement of “employees’ productivity” and“mental and physical health”
Improve health literacy

Environment: Preserve the environment globally for future generations
Strategic Materiality(Material Issue)

7

Promotion of businessactivities that reduce
environmental impact

Concrete efforts toward theresolution of material issues
Fostering environmental awareness among both
employees and consumers

Non-financial targets by 2030
Visualization of ecological activities in businessactivities

Achievement of a decarbonized society

Realization of a decarbonized society andreduction in CO2 emissions

Promotion of waste reduction

Reduction of product disposal rate

Achievement of a society of recycling resources

Increase in rate of environment-friendly materials
used*For details, please see “(2) Response to Climate Change”.
Society: Realize a society in which everyone plays an active role in their own way
Strategic Materiality(Material Issue)

Concrete efforts toward theresolution of material issues

Non-financial targets by 2030
Promotion of breast care activities

Contribution to the improvement of women’squality of life (“QOL”)

8

Promotion of cocreation innovation tosolve social issues

Promotion of diversity and inclusion

Promotion of respect for human rights and CSR
procurement activities

22

Fulfillment of needs through products andservices and development of ideas that contributeto improving women’s QOL
Contribution to women’s QOL through ongoing
dialogue with stakeholders
Promotion of in-house enlightenment activities tofoster an understanding of diversity-related issues
such as gender
Promotion of dialogue and co-creation activities
with external stakeholders to foster anunderstanding of diversity-related issues such as
genderEstablishment and implementation of humanrights due diligence and promotion of humanrights training
Expansion of scope of CSR procurement
activities

Governance: Enhance governance toward realization of sustainable growth
Concrete efforts toward theresolution of material issues

Strategic Materialities(Material Issues)

Non-financial targets by 2030
Implementation of Japan’s Corporate Governance
Code

9

Implementation ofhighly-transparent
management

Maintenance and establishment of an optimal
corporate governance system that will improve
effectiveness

Demonstration of the Board of Directors’
functions and promotion of diversity
Ongoing improvement of the system for the
remuneration of officers to increase corporate
value
Establishment of fair and motivating evaluationand executive remuneration systems

Through compliance with laws and regulations
and development of an organization with highethical standards
10

11Strengthening of therisk management
systemContinuous
improvement of
profitability and capitalefficiency

Strengthening of organizational resilience bysteadily responding to business risk

Execution of management strategies andclarification of roles and authorities

Prevention of inappropriate behavior in corporate
activities and enhancement of complianceawareness among all officers and employees
Review of selection methods and response
policies for major risks, promotion of information
security measures for digital transformation andcommunication technology operations, andenhancement of the business continuity plan
(BCP)
Strengthened management of key performanceindicators and verification of cost-effectiveness toimprove the effectiveness of medium- to longterm strategies
Implementation of business portfolio
management to realize growthEstablishment of an executive structure for timely
and appropriate decision-making(Reference) Details of Activities of the Sustainability Committee (subcommittees)*Please see “(2) Response to Climate Change” for activities of the subcommittee for Carbon Neutral and thesubcommittee for Resource Circulation.
Subcommittee for CSR Procurement:
Purpose and Role

Promotion of CSR Procurement Activities (promoting responsible procurement activities)

3-year Activity Policy

・Accurate understanding of social requirements such as “human rights”, “labor practices”,(from the fiscal year ended
March 31, 2023)“environment and ethics”, and continuous correction and/or improvement thereof・Expansion of factories that are subject to activities with effectiveness and rationality

Details of Activities
during the fiscal year
ended March 31, 2023

・Started CSR procurement activities at partner factories by our foreign subsidiaries
・Revised standards items for on-site audits and supporting audits
・Promoted activities for correction and/or improvement in response to issues that arose at the partner
factories

23Subcommittee for Human Rights, D&I:
Purpose and Role
3-year Activity Policy(from the fiscal year ended
March 31, 2023)

Promotion of respecting human rights and D&I
・Identify human rights risks and formulate a system for conducting human rights due diligence・Formulate and implement policies to deal with the amended Act for Eliminating Discrimination against
Persons with Disabilities and LGBTQ+ customers.
・Formulate and disclose a roadmap for D&I promotion
・Conducted a simplified assessment of human rights issues in the supply chain

Details of Activities
during the fiscal year
ended March 31, 2023

・Conducted hearings with experts on the implementation of human rights due diligence, and considered
and decided on specific items to be addressed over the next three years
・Conducted hearings with experts on the promotion of D&I and decided on the content of initiatives forthe fiscal year ending March 31, 2024 and after(2)

Response to Climate Change (Initiatives for Recommendations of the Task Force on Climate-related Financial
Disclosures (“TCFD”))
We believe that climate change, which has a significant impact on the Earth and our business activities,
presents both risks to our group’s management, and at the same time new business opportunities. In order toachieve a sound corporate development and a sustainable society, we are promoting initiatives to solve
environmental issues and working to expand disclosure of environmental related information.
Approach to Reducing Greenhouse Gas (“GHG”) Emissions:
In order to move forward with measures to realize a carbon-free society and firmly ensure the reduction ofgreenhouse gas (GHG) emissions along the supply chain, we began calculating GHG emissions for the entire supply
chain (Scope 3) of the Wacoal Business (Domestic) from 2021. Moreover, in addition to disclosing reduction
targets for Scope 1 and Scope 2 GHG emissions from our operating bases in Japan in pursuit of our 2030
nonfinancial goals, in June 2022 we disclosed reduction targets for the aforementioned Scope 3 GHG emissions of
the Wacoal Business (Domestic).
Reduction Process:Currently, the Subcommittee for Carbon-Neutral, which operates under the Sustainability Committee, takes thelead in reviewing specific action plans for achieving GHG emissions reduction targets. In pursuit of our goal of
realizing net-zero GHG emissions at all of our operating bases in Japan, we plan on installing solar power
generating systems at our distribution centers as well as gradually converting to the use of renewable energy at ourexisting operating bases. Meanwhile, in order to reduce GHG emissions along the supply chain, it is imperative that
we work in unison with our suppliers. We intend to develop an action plan and course of action for reducing GHG
emissions while urging our suppliers to do their part in helping to reduce GHG emissions along the supply chain.
Response to TCFD:
In September 2021, our group announced our support for the recommendations of the TCFD. In line with the
TCFD’s recommendations, our group has disclosed information on four areas of “governance”, “strategy”, “riskmanagement” and “target and goals” at the end of June 2022.
(i) Governance
Governance related to climate change is integrated into the governance of our sustainability strategy. For
details, please see “(1) Sustainability Strategy – (i) Governance”.
(ii) Strategy
Our group conducts scenario analysis to assess the impact of risks and opportunities related to climate change
issues, sequentially and starting with businesses for which analyzable data is available.
Risks:We believe that the major risks affecting our group's business, strategy, financial plans, etc. include, among24

others, the intensification of extreme weather, such as storms and floods, and increases in carbon pricing.
Opportunities:
Our group is promoting environmentally friendly activities, such as building a manufacturing and sales system
in which few products are discarded. In the future, we will continue to promote business activities with a low
environmental impact, aiming to achieve the "Environmental Goals for 2030". As environmental awareness is
growing among consumers and society, we believe that business activities like these will be an opportunity to boost
sales for our group.
Scenario analysis based on recommendations of the TCFD:
In accordance with the recommendations of the TCFD, our group conducted a scenario analysis on climatechange during the fiscal year ended March 31, 2023. In the scenario analysis, we examined countermeasures andidentification of risks and opportunities for Wacoal Corp., which has the highest percentage of overall sales in ourgroup, in two hypothetical scenarios in which the global temperature increased by 2°C and 4°C. The scenario
analysis showed that while a rise of 2°C had some positive impacts, such as gaining support from environmentallyconscious consumers, transition risks, such as the introduction of carbon taxes, could have a negative impact on
business. In addition, it was found that a rise of 4°C could lead to physical risks, such as storms, floods, and otherextreme weather, that could have a negative impact on business. We will expand the scope of scenario analysis will
be expanded sequentially in the future, and we will continue making efforts to enable detailed risk analysis for theentire group.

25

Type of Risk or Opportunity

Small
Large

MediumMediumMediumMediumOpportunity

MediumMediumOpportunity

Increased awarenessof underwear due toclimate change

MediumRisk

Chronic Event

Decreased numberof business days forstores due to theincreased frequencyof extreme weather
Increased
opportunities to stayhome and decreased
opportunities to go
outside due tochanges in weather
patterns－

MediumIncreased consumer
demand for ourenvironmentallyfriendly products

4℃

Small

Increased electricity
prices due to theintroduction ofrenewable energy

2℃

Small

Increased expenses
due to theintroduction ofenvironmental taxes

ImpactMediumRisk

Acute Event
PhysicalIncreasedfrequency
and intensityof extreme
weather
Increased
number of
rainy days
and higher
averagetemperatures

Opportunity

Reputation

Change in
consumerawareness

Risk

Increased
retail prices
forelectricity

Risk

Transition

Policy and Regulations

Introductionof carbon
tax

ExampleCountermeasure(s)・Introduce renewable energy and promote energy
conservation and creation to avoid or reduce cost
increases
・Work with suppliers to promote reduction of CO2
emissions・Promote energy conservation and creation to lower
the amount of electricity supplied and avoid or
reduce cost increases

・Promote green business activities, including raising
the ratio of environmentally friendly materials used,such as recycled fabrics
・Contribute to reduced disposal of clothing bypromoting high quality manufacturing, allowing
consumers to use products for a long time・Promote a CX strategy to reform the businessmodel. Create a sales system that can cover for the
decline in store sales through e-commerce・Strengthen product development to meet at-homeneeds, including wireless bras
・Enhance the convenience of our e-commerce tomitigate the decrease in customers’ opportunities
and desire to buy products

・Recognize changes in consumer needs due toclimate change and reinforce the development offunctional products to respond to them(iii) Risk Management
Risks related to climate change are managed by including them in the risks under our sustainability strategy.
For details, please see “(1) Sustainability Strategy – (iii) Risk Management”.
(iv) Indicators and Goals
Our group has set its own environmental activity goals for 2030, the “Environmental Goals for 2030” in orderto promote efforts to solve increasingly serious climate change issues and realize a carbon-free society.
Environmental Goals for 2030
i. In-house Emissions (Scope 1 & 2) “Zero” ＜Target: Domestic offices＞
Gradually switch to renewable energy, aiming to achieve net zero in-house greenhouse gas emissions (Scope
1 & 2).
ii. Product disposal “Zero” ＜Target: Wacoal Corp. ＞
Aim for zero discarded products and promote efforts to reduce disposal of waste materials at plants.
iii. Environmentally friendly materials “50%” ＜Target: Wacoal Corp. ＞
Increase the percentage of environmentally friendly materials used to 50%, such as switching to recycled
fibers and yarns.
iv. “20% Reduction” in Supply Chain Emissions (Scope 3) ＜Target: Wacoal Business (Domestic) ＞
26

Promote efforts with partner companies to reduce supply chain greenhouse gas emissions (Scope 3) by 20%.
The amount of CO2 emissions of our group is as follows:(Scope of Business Offices: Head Offices, Spiral Building, Asakusabashi Building, Kojimachi Building, Kyoto
Building, Shin-Kyoto Building, Moriyama Distribution Center, Fushimi Distribution Center, Wacoal Manufacturing
Japan Corp. (Nagasaki, Kumamoto, Fukuoka, Fukui, Niigata))
Scope 1 – Changes in CO2 Emissions (Unit: t-CO2)
Fiscal Year ended
Fiscal Year ended
March 2020
March 2021
Japan
1,784
1,611
vs Fiscal Year ended(10%)
March 2020
Scope 2 – Changes in CO2 Emission (Unit: t-CO2)
Fiscal Year ended
Fiscal Year ended
March 2020
March 2021
Japan
4,658
4,103
vs Fiscal Year ended(12%)
March 2020

Fiscal Year ended
March 2022
1,736

Fiscal Year ended
March 2023

(3%)

(5%)

Fiscal Year ended
March 2022
4,369

Fiscal Year ended
March 2023

(6%)

(10%)

1,701

4,179

*For our overseas business, we will start by understanding our own emissions (Scope 1 & 2) and plan todisclose the targets by the fiscal year ending March 31, 2025.
*For details on other environmental data, please visit our website.
https://www.wacoalholdings.jp/en/sustainability/environment/activities/(Reference) Details of Activities of the Sustainability Committee (subcommittees)
Subcommittee for Carbon Neutral:
Purpose and Role
3-year Activity Policy(from the fiscal year ended
March 31, 2023)

Realization of Carbon-Free Society (promoting business activities that reduce environmental impact)
・Domestic: Formulate and implement action plans to reduce greenhouse gas emissions
・Overseas: Estimate greenhouse gas emissions and formulate targets for reduction
・Conducted research activities to draft a plan of scenario for reduction toward zero emissions at

Details of Activities during
the fiscal year ended
March 31, 2023

domestic business offices, and select partner companies (formulate a concrete transition plan in
fiscal year ending March 31, 2024)
・Obtained energy data at all overseas business offices (office, warehouse and factory)
・Conducted research activities to draft a plan of scenario for reduction of emissions for the entire
supply chain and identified hot spots to be strengthened

Subcommittee for Resource Circulation:
Purpose and Role

3-year Activity Policy(from the fiscal year ended
March 31, 2023)

Details of Activities during
the fiscal year ended
March 31, 2023)(3)

Realization of Resource Circulation Society and Promotion of Waste Reduction (Target: Wacoal
Corp.)
・Increase the percentage of use of environmentally friendly materials (to 26% from 17% during the
fiscal year ended March 31, 2023)
・Reduce production disposal: return to 1.1% level (which is the level at fiscal year ended March 31,2020) (disposal rate for fiscal year ended March 31, 2023 was 1.1%)
・Reduce disposal of leftover materials at plants and suppliers (Goal: reduce by approximately 30%
from the level in the fiscal year ended March 31, 2021)
・Considered the definition of environmentally friendly materials (defined materials with blending
ratio of 20% or more as environmentally friendly materials)
・Formulated target value for the percentage of use of environmentally friendly materials
・Formulated target value of reduction of product disposal and disposal of leftover materials

Human Capital
27

For our group, which has established the majority of its value chains, spanning from basic research and productplanning and development to materials procurement, production and sales, using the resources within our group, themost important management resource is “human resources”, so maximizing our human capital is an importantmanagement initiative. We believe that realizing an attractive corporate culture in which each of the employees ofour group can work while “being emotionally fulfilled”, “feeling fulfillment in their work”, and “maintaining
motivation” will enable each employee to maximize his/her potential, produce organizational results such as
improved productivity and competitiveness, and eventually lead to sustainable growth.
(i) GovernanceIn developing human resource strategies based on the business strategies of each operating company, thehuman resources department of each operating company takes the initiative in formulating and implementing
specific measures to address human resource issues, monitoring progress, and evaluating and examining the statusof achievement. At the same time, in order to ensure the effective functioning of governance concerning humancapital of the entire group, we regularly monitor the status of initiatives at each operating company, mainly from theperspective of human rights, diversity, equity & inclusion (“DE&I”) and compliance, and provide instructions andrequests as appropriate.
Wacoal Corp., our core operating company, has established the “Human Resources Development Committee”,
attended by the President and other Directors, to discuss and formulate policies regarding human resource strategies.
(ii) Strategy
As the business environment is becoming increasingly uncertain, the strategies related to human resources,
which will play a key role in the rapid transformation of the business model, will only increase in importance. In
Japan, in particular, as the working population declines due to the aging of the population and the declining
birthrate, competition for human resources is certain to intensify more than ever before, and it is therefore necessary
to formulate and implement a human resources strategy to be an attractive company. In addition, in order topromote reforms without interruption, it is necessary to create an environment and/or a culture that will enable
individual employees to grow further and to link their strengths to the organizational strengths.
At Wacoal Corp., in parallel with measures to quickly improve profitability, we will promote initiatives basedon the three axes of (i) supporting career autonomy and providing growth opportunities (human resources
development), (ii) strengthening management capabilities to maximize teamwork (organizational development), and(iii) creating systems and mechanisms that support job satisfaction, DE&I and well-being (culture development) inorder to be a company that is chosen and will continue to be chosen over the medium to long term.

28

Human Capital Strategy (Target: Wacoal Corp.)
Basic policy

Further promote career autonomy and foster a corporate culture that allows employees to feel fulfillment intheir work, and aim to become “a company that shares success with all employees” by bringing out theindividuality and strengths of each employee“Autonomous and innovative employees”

What we look forin our employees

Employees who respect and can embody our management philosophy.
Employees who can rethink existing concepts and current frameworks and innovate with enthusiasm.
Employees who can proactively enhance their own abilities and take on the challenges of new possibilities.
Employees who can build good teamwork and contribute to organizational goals.
Employees who can practice healthy and sound lifestyles.
<Direction.>
Realization of organizational management by a small group of highly skilled employees = individual
growth x improvement of organizational strength x fostering an attractive culture
Implementing human resource development, organizational development and culture reform for mediumand long-term growth while, at the same time, pursuing personnel plan management to improve
profitability at an early stage.
<Priority issues>(i) Recruit, train and promote employees who will be responsible for the company’s growth.

Human capital issues
based on management

・The company will recruit and develop a personnel portfolio based on the changes in the businessportfolio and business model.

strategies

・Expand opportunities and time for autonomous career development and support individual growth.
(ii) Improve management capabilities to link individuals’ strengths to organizational results.
・Strengthen appropriate appointment and placement based on the succession plan.
・Improve management and organizational capabilities through fostering a healthy feedback culture.
(iii) Foster an organizational culture of high engagement and psychological safety.
・Promote DE&I and foster a culture with a high level of psychological safety in which diverse
individuals can play an active role in a fair environment.
・Implement a personnel and remuneration system that is fair and in line with the times, and clarify thecriteria and processes for promotion and appointment.
Ⅰ. Acquisition of talent

Initiatives tomaximize humancapitalⅡ. Support growth (training, reskilling, career development)
Ⅲ. Strengthen management capabilities
Ⅳ. Promotion of DE&I
Ⅴ. Achievement of well-being

Initiatives to Maximize Human Capital
I. Acquisition of talent
Our group believes, just as our predecessors have built today’s corporate group without sticking to theprecedents, that it would be the source of our competitiveness to continue to value a culture of boldness and daring
to take on challenges, and to respect diversity which creates new value by bringing in new ideas, and we arefocusing on recruitment of new graduates as well as lateral hires (including recent graduates and career recruits). At
Wacoal Corp., we plan to continue to use lateral hires for approximately 30% to 50% of the total number of careertrack positions, including management candidates, global, EC and DX specialists and other personnel.

29Hiring Status at Wacoal Corp. (career-track positions):
Fiscal Year
ended March
2020

Question

Lateral hires

New graduates

Fiscal Year
ended March
2021

Fiscal Year
ended March2022

Fiscal Year
ended March
2023

Male

2

4

1

4

Female

6

6

1

6

Total

8

10

2

10

Male

10

13

7

6

Female

13

16

16

10

Total

23

29

23

16

26%

26%

8%

38%

Lateral hire ratio

II. Support growth (training, reskilling, career development)
Aiming to transform into a company where individuality and strengths of each employee are fully realized, ourgroup provides various training programs to support the growth of each employee by providing learning
opportunities and career advancement support.
<Human Resources Development>
At Wacoal Corp., we believe that our development as a company is dependent upon efforts to enhance thequalifications of each employee and his/her support. Based on this belief and with the aim of fostering personnel
who can put our management philosophy into practice, we support career and personal development by providing
training programs that support the development of employees’ careers and professional skills, as well as selfdevelopment support programs to promote employees’ self-study.
In addition, we conduct human resources development based on the skills required in particular fields. For
example, we provide training to maintain and enhance the quality and product competitiveness, such as basic
manufacturing trainings, as well as programs aimed at promoting customer satisfaction by heightening employees’
consultative capabilities. Other key initiatives include passing on our highly competitive manufacturing techniquesand enhancing quality and productivity on a global basis by providing support and direction through technicalexperts dispatched from Japan to overseas factories.
New Personnel Development System:
With the aims of fostering autonomous, innovative personnel capable of putting its management philosophy
into practice and creating a culture conducive to employees’ growth as individuals, Wacoal Corp. introduced a new
personnel development system, “WACOAL TERAKOYA”, in April 2019. Under the new system, employees takethe initiative in building their careers and continue learning by offering a wider selection of training options beyond
rank-based training as well as more opportunities to volunteer as a program participant. In addition to modifying
our programs to increase the focus on productivity and practical training, we are conducting joint training with othercompanies to expose employees to diverse viewpoints. By fostering personnel who can create new value throughthe implementation of our management philosophy, we will achieve sustainable growth in the changing businessenvironment.

30

Highlights of Our Human Resources Development Programs:

Name of
ProgramRank-Based
Training
Program

Period/No. of
hrs. of training
per person

PurposeHelps employees understand the roles and the mindset expected ofthem in new ranks or positions and gives employees an opportunity
to consider their career plans in the context of the company’s
strategies

Annual number ofparticipants
Fiscal Year Fiscal Year
ended
ended
March
March
2022
2023

1 to 6 days
(depending on
program)811

684

7.5 hours

58

61

7 hours~

2,334

1,217

2 years

54

6 months

※

※

1 day

※

※

－

36

160

－

253

2,138

Enables employees to learn the skills needed by businesspeople
through exchanges with personnel inside and outside the company
and to acquire universal business skills usable inside and outside

Business
Skillsthe company
Shares in-house knowledge, passes on knowledge, and develops

WacoalAcademyGlobal Talent
Development

Self-Studyorganizations through training and seminars conducted by in-houseand external instructors
Overseas job
Develops globally competent personnel
training
who have international communication
Overseas language
skills (the ability to execute duties, language
trainingskills, and the ability to work in and
Globalunderstand other cultures), underpinning the communication
increasing globalization of the businesstraining
Self-study support
Supports the autonomous development andprogramenhancement of employee capabilities by
providing e-learning content that can bestudied anywhere at any time

Distance learning/Elearning*Cancelled due to the impact of COVID-19 pandemic<Reskilling>
At Wacoal Corp., we are working to develop human resources through reskilling (relearning) to ensure that ouremployees have the skills necessary for business growth and new business. During the fiscal year ending March 31,
2024, we have launched the operation of an online learning tool as a part of initiatives to raise the level of IT
literacy to improve labor productivity of office work.
<Career Development>
At Wacoal Corp., we are working to develop human resources capable of generating innovation by expanding
the “Internal Job Challenge” program, which allows employees to personally request transfers, and “Outside Career
Challenge” program, which allows employees to gain experiences that are not available within the company throughsecondment to companies and organizations outside our group, to increase opportunities for employees to develop
their careers on their own initiative. In addition, by expanding the divisions that are eligible for regular internal
recruitment and by including group companies in such divisions, we have broadened the range of options and thenumber of eligible applicants, and introduced a system that allows both employees and organization to actively
develop their careers and acquire human resources.
Meet My Career Program:
Wacoal Corp. has introduced the “Meet My Career Program”, which aims to have employees develop
their career independently and actively by expanding the diverse systems and structures for careerdevelopment and to enhance job satisfaction and revitalize organization by promoting career autonomy. In
this program, in addition to conventional self-assessment, career interviews, training / self-development, andtransfers, the system providing opportunities for employees to proactively open up possibilities and theircareers, such as job challenges and internal recruitment, outside career challenges, long-term leave, and side31

work, is systematically demonstrated. With this, we aim to accelerate the realization of diverse careerdevelopment for people by encouraging employees to actively implement a variety of ways to work, and at thesame time, by providing employees with opportunities to acquire new skills, and refine them. Furthermore,
starting from fiscal year ending March 31, 2024, we are implementing new initiatives such as “Meet My First
Career”, an event to match new employees with departments that wish to accept them for assignment of new
employees with career-track positions.
Number of ApplicantsName of Program

PurposeFiscal Year
ended
March
2022

Fiscal Year
ended
March
2023

15

18

19

38

40

38

3

5

As a part of forming self-reliance human resources:
Job Challenge,
Internal
Recruitment“Job Challenge” supports job rotation opportunities for those who express desires
to self-transfer based on their own will and motivation, thereby revitalizing theorganization as a whole;“Internal Recruitment” will strengthen the departments by acquiring the humanresources that they seek, thereby revitalizing the entire internal organization.

Outside Career
Challenge

In times of rapid changes, this program helps employees enhance adaptability
and resilience by incorporating diverse perspectives and values, updatingknowledge and reskilling through work experience outside the company.
1. Enhance their own skills, abilities and expertise as they engage in activities
outside the company and to increase their ability to perform for their principal
occupation.

Side-Work

2. Build external networks and acquire new knowledge and skills looking ahead
to future career plans.
3. Work on their hobbies and interests and achieve a diversified lifestyle byearning additional income.
This program supports the continuation of employment by allowing absence for aLong-term Leave
Programcertain period of time “for the purpose of self-enlightenment and selfdevelopment” and “if a spouse relocates or if an employee marries someone wholives in a remote area”.

III. Strengthen management capabilities
Profitability has been declining at Wacoal Corp., our core operating company, due to sluggish sales and a cost
structure with a high fixed cost ratio. We are reviewing the business strategies set forth in our medium-term
management plan to return to top line growth and improve profitability. In order to enhance management
effectiveness, it is an extremely important issue to strengthen management capabilities to make accurate and fast
decision-makings and contribute to organizational achievements. We will, once again, work to cultivate, develop
and appoint management human resources based on the succession plan. We also recognize that it is essential tofoster a healthy feedback culture from the perspective of strengthening organizational capabilities. We will promote
efforts to secure and develop management human resources who can realize our vision, implement our strategies,
and motivate members to link individuals’ strengths to organizational results.
<Development of Management Personnel>
During the fiscal year ending March 31, 2024, we plan to provide new trainings for the senior management as
part of measures to disseminate our group’s management philosophy, and for all management positions, to promote
diversity as a source of innovation and to acquire basic knowledge of psychological safety, which is a foundation oforganizational development, and unconscious bias.
<Review of Evaluation System>
At Wacoal Corp., while increasing the diversity of human resources, we are building a more productive
organization with a small number of highly skilled employees. In addition, we are reviewing, as needed, our32systems and operations for “fair evaluation and treatment” and “appointment of leaders who can continue toenhance the attractiveness of an organization” which form the basis for such efforts. By fostering a culture of
feedback and enhancing the level of acceptance of evaluation results, we aim to strengthen our organizational
capabilities. Starting from fiscal year ending March 31, 2024, we have set forth the elements based on ourmanagement philosophy (VISION 2030, Action) as new evaluation items and making efforts to permeate and put
into practice our management philosophy, while at the same time, we use evaluations as one of our communication
tools to enhance opportunities for dialogue.
IV. Promotion of DE&I
Our group is building a sound corporate culture and a strong management structure by pursuing a system thatenhances the job satisfaction of each employee, while at the same time by ensuring the quantitative and qualitative
appropriateness of human resources. Under the management philosophy of “mutual trust”, we aim to create a work
environment that is receptive to diverse human resources and values, deepens relationships of mutual trust and thatallows each employee to perform to the best of his/her ability. We will continue to expand the diverse career paths
and work options, and will implement initiatives related to human resources that will allow us to take advantage ofthe diversity of employees in organizational decision-making for a rapidly changing market, such as by promoting
an introduction of a new personnel evaluation system.
<Empowerment of Women>
As many of our employees at Wacoal Corp. and customers are female, Wacoal Corp. considers theempowerment of women’s involvement and activities as an important management goal in order to reflect morediverse viewpoints in its management decision-making. Therefore, Wacoal Corp. has established a workplaceenvironment that is appropriate and in line with women’s unique life stages, promotes more flexible work styles,
and has instituted a system for promotion and advancement based on ability and performance, regardless of genderor age. In February 2021, Wacoal Corp. received the “Eruboshi Certification” from the Ministry of Health, Laborand Welfare of Japan, having been recognized as a company that has made effective efforts to advance women’s
participation.
<Promotion of Women in Managerial Position>
Wacoal Corp. has formulated a general employer action plan based on the Act on the Promotion of Women’s
Active Engagement in Professional Life, under which we aim to increase the percentage of women in managerial
position (section manager and higher level) to 30% or higher by the end of fiscal year ending March 31, 2025. The
percentage of women in managerial position (section manager and higher level) as of April 1, 2023 was 29%.
We will continue to identify human resources with a high aptitude for leadership from an early stage, regardlessof gender, and further promote the provision of training opportunities to candidates for managerial positions. We
will also develop talents capable of being in charge of managerial and executive positions by supporting theautonomous growth of employees, encouraging them to gain experience in a variety of businesses and positions, andcontinuously working to foster career awareness.
(For details, please visit our website.): Action Plan Based on the Act on the Promotion of Women’s Active Engagement in Professional Life
https://www.wacoalholdings.jp/en/sustainability/resource/diversity/: ESG Data Book (Diversity & Inclusion etc.)
https://www.wacoalholdings.jp/en/ir/library/esg_presentation/: (Website of Ministry of Health, Labor and Welfare) The Database on Promotion of Women’s Participation andAdvancement in the Workplace – Wacoal Corp.
https://positive-ryouritsu.mhlw.go.jp/positivedb/detail?id=284 (Japanese only)<Differences in Wages between Male and Female Employees>
The differences in wages between male and female employees, one of the indicators for empowerment of
women, at Wacoal Corp. is 52.9% (full-time employees 53.9%, part-time and fixed-term employees 58.1%, careertrack positions 79.2% and management positions 91.2%). At Wacoal Corp., there is no wage differential between
male and female employees in the same role. For this reason, the difference is due to (i) the ratio of men in the
managerial positions making up approximately 70% of all managerial positions, (ii) the ratio of female employees
33

in career-track positions, especially in the hiring of new graduates, having been increasing year by year, resulting ina high ratio of female employees among employees who have been with the company for 10 years or less (10 years
or less: 110 employees, 51.9%; over 10 years: 71 employees, 15.9%) , and (iii) the fact that a higher proportion of
employees in sales related job groups compared to career-track positions.
We will increase the ratio of women in new graduates and lateral hires in career-track positions, promotewomen based on their abilities regardless of age and gender, and also increase the ratio of women in the managerial
positions and executive positions in order to close the differences in wages between male and female employees.
<Promotion of Foreign Nationals to Managerial Positions>
Our group, as a corporate group operating in countries and regions around the world, appoints local personnel
to the positions of representative (president) and key managerial positions in each of our overseas entities, including
the U.S., Europe and China. The representatives (president) of Wacoal Hong Kong Co., Ltd., Philippine Wacoal
Corp. and Intimates Online, Inc. are served by female. We will continue to hire diverse local human resources
regardless of nationality and promote them to key managerial positions in order to expand our business from thecustomer’s perspective and strengthen our competitive advantage in the overseas markets.
<Work-Life Balance>
Wacoal Corp. is developing workplace environments that enable employees to lead fulfilling lives and to makethe best use of their skills. For example, as part of our initiatives to help employees meet work and child-rearing
commitments, we are establishing programs and norms with a view to creating environments that are convenientand fulfilling to work in not only for employees with child-rearing commitments but also for coworkers who
support them. Further, as a result of preparing an action plan based on Japan’s Act on Advancement of Measures to
Support Raising Next-Generation Children and taking measures to implement the plan, in 2018 we received“Kurumin” certification for the third time and “Platinum Kurumin” certification. We plan to create a system thatallows employees to be flexible in the way they use their time so that they can increase the diversity of theirindividual experiences and skills and create innovation at work, by actively having connection not only with workand family, but also with society.
<Employment of People with Disabilities>
Our group is improving the working environment and providing work support by conducting training so thateveryone is able to work proactively, and we also conduct individual interviews to listen to worker opinions. In
February 2018, Wacoal I Next Corp. was founded to promote the employment of people with disabilities and tocreate opportunities for their active participation. In December 2018, the company was certified as a special
subsidiary under the Employment Promotion Act for Persons with Disabilities.
In order to flexibly promote the development of individual skills, Wacoal I Next Corp. has adopted a variety ofworking styles, such as “multi-tasking” where an employee is responsible for multiple tasks without setting
limitations on the scope of the work, and “work sharing” where multiple employees undertake larger tasks which
are divided into small segments; we aim to create a workplace where each and every employee can have a sense offulfillment and growth.
It is necessary for a company to follow legal employment quotas; however, we don’t see those as justnumerical targets. Under the mutual trust established by Wacoal, we would like to contribute to the realization of asociety that takes advantage of diversity by working as a group to create a workplace where everyone can play anactive role for development.
: For information on employment for people with disabilities and the reemployment system, etc., please see our
website.
https://www.wacoalholdings.jp/en/sustainability/resource/diversity/
V. Achievement of well-being
In order to achieve “to evolve and grow as “Wacoal Group of the World” by providing both physical andemotional beauty and richness to individuals through high sensitivity and premium quality” as addressed under our
medium to long-term strategy framework “VISION 2030”, it is essential to increase the satisfaction of ouremployees, who are key stakeholders, and to improve the productivity of the organization as a whole.
34

At Wacoal Corp., we believe that improving the job satisfaction and happiness of each employee is the driving
force to achieve high productivity, and we will implement initiatives to achieve well-being to improve employee
engagement.
<Promotion of Diverse Working Styles>
We are promoting initiatives at Wacoal Corp. that seek to raise awareness and change behavior on how toincrease working productivity through a combination of proactive use of remote work tailored to each department,
promotion of flexible hours, and operation of a limited work location system. While promoting organizational
reforms which emphasize on performance and achievements, we are focusing on creating a corporate culture that
respects each individual as a business partner by recognizing diverse opinions and values. While remote work has
been adopted rapidly as a measure to prevent the spread of COVID-19, we will continue to utilize remote work
tailored to the characteristics of each department as “a work style to maximize the achievements and performance”
even after the downgrade of COVID-19 to a Class 5 disease (common infectious disease). In addition, we continue
to promote reforms in the way we work, such as starting a “super flexible time” system from April 2023.
<Health Management>
Viewing the health of employees as an important asset for sustained growth, Wacoal Corp strategicallypromotes the health management by working together with the health insurance society and labor union as a trinity.
One of the material issues set forth in VISION 2030 is the continuous improvement of employees’ health and healthawareness. Our goal under the newly formulated Wacoal GENKI Project 2025 for promoting health management is
to improve the physical and mental well-being of employees, leading to increased productivity and improved
employee engagement. We will continue to promote health maintenance through the ongoing implementation ofvarious countermeasures to address lifestyle diseases, cancer, and mental health while further developing a working
environment that enables employees to make self-initiated efforts to improve their health, thereby encouraging
changes in behavior and attitudes toward the subject of health improvement itself. We are also stepping up ourefforts to address health issues that are specific to women. Furthermore, Wacoal Holdings Corp. has been selected
as an Excellent Enterprise of Health & Productivity Management (White 500) for seven years in a row since 2017.
: For information on Wacoal GENKI Project 2025, please see our website.
https://www.wacoalholdings.jp/en/sustainability/resource/wellbeing/(iii) Risk Management
Risks related to human resources are managed with the risks under sustainability strategy and overallmanagement. For details, please see “(1) Sustainability Strategy – (iii) Risk Management”.

35

(iv) Targets and Goals
Human Capital Issues
based on Management
Strategies

Recruit, train and promote
employees who will be
responsible for thecompany’s growthTargets and Goals (KPI)

Initiatives to Maximize
Human Capital

I. Acquisition of talent
II. Support growth (training,
reskilling, careerdevelopment)

Targets

Goals

Status of lateral hires (career-track
positions)

Achieve lateral hires of 30% 50% in total hires of career-track
positions

Investment costs in development
and training human resources
Number of participants inprograms and hours invested inlearning (as to working hours)
Number and percentage of
employees reassignment throughinternal recruitment and Job
Challenge
Degree of achievement ofproactive career development

Improving management
capabilities to connect
individuals’ strengths toorganizational results

Contribution of management that
leads to sustainable growthIII. Strengthen management
capabilities
Foster a feedback culture

Foster an organizational
culture of highengagement andpsychological safety

IV. Promotion of DE&I
V. Achievement of wellbeing

To formulate during fiscal year
ending March 31, 2024

To formulate during fiscal year
ending March 31, 2024
To obtain 60% or higher positive
responses for questions related tocareer achievement in engagement
surveyTo obtain 60% or higher positive
responses for questions related topotentials and future prospects inengagement survey
To obtain 60% or higher positive
responses for questions related toapproval and praise, fairevaluation in engagement survey

KPI achievements under Wacoal
GENKI project 2025

https://www.wacoalholdings.jp/news/files/news211203.pdf(Japanese only)

Employment of people withdisabilities

Statutory employment rate of
2.5% for fiscal year 202436

3. 【Business Risk and Other】
In our Risk Management Basic Rules, “risk” is defined as “all factors that may hinder the achievement of thebusiness objectives of our group”. We identify such risks, assess the likelihood of their occurrence, evaluate impact
of such risks, set priorities among such risks and decide on how to address and mitigate such risks. In order toaddress and mitigate such risks, we implement various countermeasures designed to reduce our exposure to suchrisks as much as feasible, while simultaneously monitoring such countermeasures with an aim to continuously
improve upon their substance and effectiveness. In addition, we engaged in risk management measures that aredesigned to minimize the impact of such on stakeholders including communities and society by responding
promptly to any problems and/or incidents that may occur if such risks materialize.
(1)

Risk Management System

As shown in the diagram below, our group’s Risk Management System is headed by our Representative
Director, President and CEO who acts as the risk management administrative manager, and is under direct control of
our Representative Director, Vice President and Executive Officer and CFO who acts as the Chair of the Corporate
Ethics and Risk Management Committee, which consists of members appointed by the Chair. In addition, theCorporate Ethics and Risk Management Committee has established various subgroups including the Risk Control
Department and Subcommittee for Risk Response which formulate policies on activities and monitor important
issues across the entire group, and the Risk Management Organization, which manages risks by identifying,assessing, responding and monitoring risks as determined by the Corporate Ethics and Risk Management
Committee and the risk control managers of the Risk Management Organization bodies.
The Corporate Ethics and Risk Management Committee evaluates risks identified by each Risk Management
Organization bodies from the perspective of their likelihood of occurrence and impact of such risks, and annuallysubmits what we refer to as “Group’s Material Risks”, the risk items that are determined as having a significant
potential impact on the management of our group to the Board of Directors. The Risk Control Department or the
Subcommittee for Risk Response then proceeds to work on countermeasures aligned for each item of the Group’s
Material Risks to minimize these risks, and a meeting of Corporate Ethics and Risk Management Committee is held
quarterly, and whenever necessary from time to time, to monitor whether our Risk Management System is working
effectively.

37

38

(2)

Business Risk Factors

Major risk factors related to business and financial conditions described in this report as identified by the
management that may significantly impact the financial position, results of operation and cash flows within group,and their countermeasures are as follows. Forward-looking statements in this report are made based on information
available as of the end of current fiscal year.
The Board of Directors discusses and determines Group’s Material Risks after the Corporate Ethics and Risk
Management Committee assesses and selects the risk items that may significantly impact our group’s management.
Items with ★ marks below indicate risks related to “business environment and strategies”, and items with ■ below
indicate “operational” risks.

39

(2)-1 Risks related to business environment and strategies➢ Risks related to changes in market structure Probability of occurrence: High Degree of potential impact: Large⚫ Risk details
A decline in the number of large-scale retailers and commercial facilities, including department stores and massmerchandisers may significantly impact our group’s business performance, which has a large share of sales fromdepartment stores and mass merchandisers. In addition, a decrease in consumer contact points (physical stores)
may affect a decline in brand recognition and a decrease in consumer’s willingness to purchase. The change inthe market structure may result in restructuring of existing business platforms, or changes in sales policies, which
may affect our group’s business performance.
⚫ Countermeasures
The retail market is undergoing structural change (expansion of online markets such as online malls and flea
market apps), and the sales share of wholesale outlets such as traditional department stores, mass merchandisers,
and specialty stores is expected to gradually decline. In Japan, our group is shifting to an area-based sales andmarketing system that cuts across brands and distribution channel categories to achieve centralized managementof our customer data, at the same time, we are promoting our CX strategies that enhances the value of customer
experience as lifetime value (“LTV”) that the needs of each customer by utilizing various distribution channel
categories. Going forward, we will continue to balance between the enhancement of personalized services at ourphysical stores with the reinforcement of stress-free coordination of personal information for our online sales.
In overseas market, we aim to improve the customer experience in fitting that our competitors cannot imitate bydeveloping unique services that involve merger of offline and online customer experience while continuing tofocus our efforts on increasing our brand recognition in individual countries and regions. In the United States,
we acquired Intimates Online, Inc. in order to capture millennials as customers in our group’s global expansion,and create growth opportunities and strengthen our competitiveness in the e-commerce (“EC”) market. We arealso accelerating DX in individual countries and regions to improve the LTV of our customers and aiming toincrease the ratio of EC sales to total sales to over 50% by fiscal year 2030.

40

➢

⚫

⚫

➢

Risks related to reform of structure of businesses (labor cost ratio, excess inventory, sales of directly managed
stores and e-commerce etc.)
Probability of occurrence: High Degree of potential impact: Large
Risk details
High labor cost ratio due to the wholesale-centered business reform still being progressed, and an increase in
distribution costs and revaluation of discounts induced from an increase in inventories due to an increase in stock
keeping units (“SKUs”) and failure of total inventory and total sales production management may adversely
affect earnings performance. On the other hand, failure to strengthen our area-based sales capabilities and toquickly and effectively advance our growth strategies for directly managed stores and online sales may result ininability to adapt to the changes in the distribution channel structure, which may adversely affect performance.
Countermeasures
While market structure rapidly changes and executing medium- to long-term management strategies, we arepromoting personal planning and organizational reforms to achieve an appropriate workforce structure. During
the current fiscal year, we have implemented the Flexible Retirement Program at Wacoal Corp. to quickly
optimize its workforce and workforce composition, enhance profitability of its domestic business, accelerate its
business structure reform and support future career development of its employees. We will continue to develop a
performance evaluation system that enables the visualization of the contribution of each employee to thecompany to create an organizational culture in which employees can realize that they are creating the future of
the company.
On the other hand, our previous brand strategy has been meticulously adapted to the characteristics of the
distribution channel categories, and as a result, in recent years, we have developed approximately 60 brands(including sub-brands). Today, customers’ purchasing behavior (customer journey) has shifted to a seamless
online and offline shopping experience, and in addition, competition is intensifying with the global specialty
retailer of private label apparel (“SPA”) type brands. We have overhauled our brand organization and haveestablished our “core brand strategy" that consolidates our brands into 9 core brands, with approximately 30
constituent brands under the 9 core brands. We are working on organizing for overall optimization from thecustomer's perspective, for example, to ensure that there is no overlap in brands and/or products. We will build acustomer-based value creation process, and will draw growth strategies and narrow down investment areas sothat we can provide products and services that are "needed" and "exceed expectations" from the customer's
perspective, and also so that we can create fans, which will be the basis of our core brand strategy.
Risks related to increase in procurement prices

 Probability of occurrence: High Degree of potential impact: Large⚫

Risk details
The structural changes in the supply chain may cause an increase in purchase prices due to an increase in raw
material prices, a higher labor costs in production regions and higher transportation costs, and may affect ourgroup’s business performance.

⚫

Countermeasures
In the procurement of materials and production of products, we are increasing our emphasis on procurement andproduction in Asian countries and regions, while appropriately matching both quality and cost aspects. In recent
years, in response to changes in the social and working environment, the axis of overseas production has shiftedfrom China to ASEAN countries including Vietnam. In addition, we are working to minimize the number ofmaterial varieties to the extent possible in the planning and designing stages of products, expand our overseas
suppliers for materials, and minimize the number of products and materials that end up in landfills.
On the other hand, we consolidated our three sewing domestic companies into one company in April 2022. Bybuilding a flexible production management system that responds to changes in the external environment while
inheriting the high level of sewing technology in Japan, we aim to both strengthen our competitive superiority andimprove business efficiency. At the same time, we are working to strengthen our business effectiveness by
integrating the collaboration between the divisions responsible for product research and development and the sewing
unit under the integrated sewing company, thereby enhancing the production system that is capable of quick
delivery, and challenging and small-lot production.
41

➢

⚫

⚫

➢

⚫

⚫

Risks related to changes in competition/competitive environment
Probability of occurrence: Medium Degree of potential impact: Large
Risk details
In domestic and overseas markets, competitors, low-priced products and new entrants from other industries may
intensify the competition in the market, which may result in a loss of sales share and a decline in businessperformance in a long-term.
Countermeasures
Increase in a competition will lead to lower prices, increased advertising costs, and reduced sales and market
share, which will significantly impact the business, performance and financial position of our group.
In order to improve profitability and return to a growth trajectory at Wacoal Corp., we believe it is essential tofocus on strengthening our competitive advantage based on our customer-oriented strategy. We will reinforce
our “customer-driven” approach by providing personalized data to customers using digital technology and bypromoting the CX strategy that further deepens the relationship with each and every customer across distribution
channel categories and brands. In addition, through our personalized apps of “Wacoal Carnet” and “Wacoal 3D
smart & try”, we provide customers with scientifically advanced and easy-to-understand information to enhancetheir trust in our brands and create bonds that will lead to “deeply, broadly long-lasting” relationships as loyal
customers.
Furthermore, our three major corporate entities in the United States, Europe and China continue to invest in
growth in their businesses to differentiate themselves from competitors by enhancing the group’s unique anddistinctive brand development and product strategy. At the same time, we are accelerating shop openings andactively investing in advertisement to expand our business in India in order to gain pioneering advantages in theemerging countries.
Risks related to changes in consumer values
Probability of occurrence: Medium Degree of potential impact: Large
Risk details
Our brand strategy, products, or services may not match to the changes in consumer values and we may fail toattract customers or may lose customers, resulting in a decline in business. In addition, failure in brandmanagement and marketing mix may result in unsuccessful attraction of younger generation of customers, while
defection of existing customers may damage our brand value.
Countermeasures
We consider all activities that create value for our customers as “marketing”, and are strengthening our efforts todraw a series of customer experience that leads to us as their inevitable choice. We have moved away from theold-fashioned orientation of product purchase, and are building a system in which customer data is integrated andlinked at all points of contact with our customers, both at physical stores and online, to create a connection withour brand, providing value to the customers’ series of actions and creating long-lasting relationships and lifelong
customers.
In terms of brand management, we are organizing and consolidating our nine core brands, and by concentrating
and selecting brand communication and marketing costs linked with such approach, we expand both the quality
and quantity of our messages to our customers. At the same time, we are strengthening our efforts insustainability activities to enhance and establish our reputation with society and other stakeholders.

42

➢

⚫

⚫

➢

⚫

⚫

Risks related to development of new markets and customers
Probability of occurrence: Medium Degree of potential impact: Large
Risk details
In response to the shrinking domestic market due to a decline in population and fewer children with an aging
society in Japan, our group is working to develop new markets by developing overseas markets and entering into
new business categories and fields. On the other hand, our failure to meet the diversifying values of consumers
and to generate planned outcome may affect our group’s business performance.
Countermeasures
In domestic market, we are struggling to acquire new customers due to lack of developed products and marketingmeasures that can stimulate purchase motivation among potential customers who have little contact with ourbrands. We are working to reevaluate customers’ series of customer experience and purchasing behavior(customer journey), and to formulate initiatives for making us their inevitable choice. On the other hand, ourefforts to strengthen retention marketing to existing loyal customers are steadily yielding results, and we are able
to build ever deeper bonds with them as loyal customers. We will prioritize and further focus our efforts on
maximizing LTV, which can be realized as the value offered by our group, by expanding our wardrobe
assortment for our loyal customers.
On the other hand, in the United States, we have continued our efforts to grow our e-commerce business entity
by aggressively investing in digital marketing. By improving the convenience of a digital fitting app, “WacoalmybraFit”, which we introduced as a part of our initiatives to strengthen our e-commerce business, we areworking with an aim to increase the ratio of e-commerce sales from the current 46% to 70% in the long term.
We are also strengthening the logistics infrastructure and other systems that will support our future e-commerce
growth. In China, in order to accelerate recovery from the impact of COVID-19, we have strengthened ourorganizational structure for product development and e-commerce sales. Although we have an approximately
20% share of sales at department stores in China, our share in the overall underwear market accounts for lessthan 1%. Therefore, in the e-commerce market, where middle class is the main purchasing group, we willcontinue to focus on acquiring new customers and converting existing customers into loyal customers whileworking to strengthen offline and online collaboration and CRM strategies. In Germany, India and other markets
where the scale of our group’s operation is still small despite the large number of middle-income consumers, weare making strategic investments because we see these markets as having a significant room for future expansion.
Risks related to securing and/or developing human resources
Probability of occurrence: High Degree of potential impact: Medium
Risk details
If we fail to secure and/or foster personnel especially for manufacturing (planning and technical capabilities), IT
and digital, sales representative, personnel specialized in the area of management of foreign companies, we may
not achieve future growth or gain advantages against competitors, which may adversely affect our group’sbusiness performance. In addition, failure to efficiently allocate sales representative and post-retirement rehires
may result in inefficient labor costs and reduced motivation, which may cause a downturn in our group’sbusiness performance.
Countermeasures
Our group hires and retains necessary personnel by implementing new recruiting methods such as job-focused
employment and develops human resources through group lectures and online professional expertise training,and enhances opportunities for onsite training through our on-the-job training, overseas training programs andcross-industry learning conducted jointly by other companies. In addition to expanding our focus on careerhires, we are also focusing on referral hires in an effort to revitalize our group by securing a diverse workforce.
On the other than, in response to changes in the market structure, the evaluation of sales representative is being
reassessed to outcomes such as the number of customers served and satisfaction level from the customer’s
perspective, such as LTV. In addition, for those rehired after retirement, we are increasing the number of
positions with higher responsibilities and roles, and promoting relocation of right personnel in the right position
when they are rehired, and at the same time, we are working to improve motivation through the adoption of
performance-based salary based on goal management evaluations.
43

(2)-2 Operational Risks
➢

⚫

⚫

Risks related to information system availability failures
Probability of occurrence: Medium Degree of potential impact: Large
Risk details
In the event business continuity becomes difficult due to errors or delays in system development, or failure of
critical systems, we may lose the trust of all stakeholders, including our business partners and customers. If thecore system or e-commerce website become inaccessible due to malicious attacks from outside or natural disasterdamage, or if confidential information is leaked from file servers or employee’s PCs, our business may be
adversely affected.
Countermeasures
The Company prescribes “Basic Policies on Information Security” and “Regulations on Information Security
Related Organizations and Responsibilities” to promote understanding of the necessity and responsibility of
information protection among all employees. We have established the Subcommittee for Information Security
under the Corporate Ethics and Risk Management Committee to understand and improve the current
management system, and collect information, investigate and analyze the current status regarding data
destruction or leakage due to unauthorized access to customer information and important technical information,
as well as cyber-attacks aimed at disrupting business operations due to viruses and ransomware. At the sametime, we formulate our group’s activity policies and specific countermeasures, establish, revise or abolish related
regulations, and discuss strategic investment projects, in an effort to reduce information security risks. In
particular, we have introduced and begun operating security tools that monitor systems and devices in real timein preparation for unexpected system failures and malfunctions, while also ensuring that critical systems haveappropriate hardware and network configurations, that cloud computing has been selected, and that appropriate
maintenance of IT assets is being performed. In addition, we conduct periodic targeted e-mail drills for domestic
consolidated subsidiaries and alert employees to information-related accidents, such as those recently reported in
the media, in order to mitigate risks from both sides by raising employee awareness and establishing aframework.

44

➢

⚫

⚫

➢

⚫

⚫

Risks related to inadequate information management
Probability of occurrence: Medium Degree of potential impact: Large
Risk details
In the event of leakage or loss of confidential information or personal information due to inadequate information
management, we may be affected adversely in our business activities and suffer significant loss such as loss ofsocial credibility and suspension of business operations.
Countermeasures
The Company has established the “Regulations on Information Classification”, “Rules on Handling ofConfidential Information”, and “Rules on Protection of Personal Information” to appropriately classify all
information treated in terms of confidentiality, consistency and availability, as well as to protect and prevent
leaks. In addition, to ensure thorough protection and management of material information, we have prepared alist of material information of our group and are working on countermeasures, citing specific examples of insider
information in the categories of management, business and sales strategies, product development, in-houseknow-how, personal information, information system and other categories.
We possess personal information of our various customers for business purposes. Looking to the future, Wacoal
Corp. addresses CX strategies as the pillar of our growth and promotes business model using digital data
including collected personal information. Overseas, we are also moving forward with plans to strengthen our ecommerce business, which directly obtains the personal information of customers, and to make it a pillar of our
growth. The protection of personal information is becoming increasingly important in our group’s businessactivities, not only in response to the implementation of the Amended Act on the Protection of Personal
Information in Japan. The Subcommittee for Information Security, established under the Corporate Ethics andRisk Management Committee, is responsible for strengthening the protection and management of personal
information, complying with related laws and regulations, and educating our employees, and also conducts
surveys on information management status and provides guidance and advice on countermeasures for ourdomestic and overseas affiliated companies, in order to protect personal information from external threats.
Risks related to spread of new epidemic
Probability of occurrence: Medium Degree of potential impact: Large
Risk details
The spread of the new epidemic, resulting in stay-at-home measures and temporary closings of physical stores
implemented by government or local authorities, may cause a decline in sales and significantly affect our group’sbusiness performance. In addition, the spread of number of positive cases within a business site may disrupt
business operations by suspending employee from coming into the business site or closing the business site.
Countermeasures
In response to the spread of COVID-19, our group established the COVID-19 Infection Control Committee
under the Corporate Ethics and Risk Management Committee with our Representative Director, Vice President
and Executive Officer and CFO acting as the General Manager, which implemented appropriate measures while
keeping an eye on the worldwide conditions pertaining to COVID-19 in order to prioritize the safety of ourcustomers, partner companies and employees and to reasonably continue our business activities. Specifically, we
determined the work framework for physical stores, including the work and service methods of in-store sales
representative, depending on the conditions pertaining to COVID-19, as well as allowing our back-office staff tohave flexible work options (by encouraging work from home and web meetings, and restricting or allowing
business trips and in-person conferences) by areas and depending on their status. In light of these responses, weare reviewing our guidelines and action plans to prepare for the spread of new epidemic.
In anticipation of changes in personal consumption behavior that coexist with infectious diseases, we will strive
to secure competitive advantage by enhancing services sought by customers and developing new products, suchas the improvement of the convenience of our mail order services and proposing a wardrobe that expands thescope of activities while preventing infection.
As a company handling daily necessities, we will fulfill our responsibility to protect hygienic and comfortable
lifestyles and continue to provide our customers with peace of mind.

45

➢

⚫

⚫

➢

⚫

⚫

Risks related to fluctuations in bond markets and interest rates
Probability of occurrence: Medium Degree of potential impact: Large
Risk details
The market value of listed equity securities and bonds held by the Company may decline, resulting in recording
impairment charges. On the other hand, a decline in valuation and underfunding of plan assets may require
additional contribution or provisions, which may affect our group’s business performance.
Countermeasures
Please see “IV. Information on the Company – 4. Corporate Governance, etc. (5) 【Information on
Shareholdings】” for information on shareholdings by the Company and Wacoal Corp., our specified wholly
owned subsidiary.
Under the current medium-term management plan, which started in the current fiscal year, we have decided toreduce our overall cross-shareholdings by over 15.0 billion yen by the end of the fiscal year ending March 31,
2025. The Board of Directors examined whether income realized from each stock holding exceeds theCompany’s capital cost, and whether such cross-shareholding contributes to the enhancement of our corporate
value. Based on results of such examination, we disposed of and reduced a total of 7 stocks that had diluted value
amounting to approximately 4.0 billion yen during the current fiscal year.
On the other hand, costs and obligations for termination and retirement benefits are based on the actuarial
assumptions that are used for the calculation of the expected rate of return on plan assets or projected benefit
obligations for termination and retirement benefits. Such costs and obligations for termination and retirement
benefits may increase if the actual results differ from the assumptions or if there is any change to the assumptions,due to fluctuations in the market for securities as well as the interest rate environment. Our approach to establishingthe discount rate is based upon domestic corporate bond indices. For discount rates, please see “V. Financial
Information – Notes to the consolidated financial statements 【3 Significant Accounting Policies】 and 【4Significant Accounting Estimates And Judgments】.”.
In order to fulfill the expected functions as an asset owner of a corporate pension plan, we have established thePension Committee, composed of the heads of Finance, Human Resources and Accounting Divisions, to review
asset management policy, policy asset composition, and other matters on a quarterly basis, while using an outside
management consulting firm to supplement our expertise and knowledge.
Risks related to natural disasters and accidents
Probability of occurrence: Medium Degree of potential impact: Large
Risk details
Natural disasters such as earthquakes, fires, or explosions may cause damage to business and production sites,
and our employees may suffer damages. In addition, closed traffic, energy outage, blocked communication lines,
or damages to large retail stores, directly managed stores, e-commerce website or logistics networks may trigger
confusion in our operation.
Countermeasures
In preparation for large-scale accident emergencies such as “earthquake directly beneath the Tokyo metropolitanarea”, the Subcommittee for BCP and Disaster Control Measures, established under the Corporate Ethics andRisk Management Committee, is working on business continuity management from the perspectives of
prevention/mitigation, emergency/first response, and recovery/restoration, including the sequential developmentof BCP plan in the event of damage to our major business sites.
Specifically, in addition to the environmental improvements such as earthquake-resistant buildings, cloudcomputing for data-related servers, employee safety confirmation system in the event of a disaster, and mobile
work, we are also working to reduce risks by establishing operational backup systems at sales offices anddecentralized arrangement of production sites in times of emergency, in line with our social responsibility.
During the current fiscal year, we also conducted a drill to verify whether our BCP would reasonably function in
the event of a disaster caused by an earthquake directly beneath the Tokyo metropolitan area.

46

➢

⚫

⚫

➢

⚫

⚫

Risks related to perception of corporate ethics and compliance
Probability of occurrence: High Degree of potential impact: Medium
Risk details
We may be pointed out and publicized by a third party on human rights, labor or environmental issues in our
supply chain, which may affect our business activities or damage our corporate value. In addition, an increase inviolations of corporate ethics and compliance, or problems with advertising expressions and statements, including
those on social media or blogs, and other websites, could lead to a loss of public trust and may adversely affectour group’s performance.
Countermeasures
In the event of any violation of laws and regulations in Japan and overseas applicable to our group, or any act incontrary to any social order, we may suffer an economic and/or social impact as a result of punishment or loss oftrust from society. We have not only established the “Corporate Ethics: Wacoal Standards of Conduct” whichwere distributed to our employees to ensure that they are well informed of it, but also made efforts to strengthen
legal compliance by expanding measures such as compliance awareness training for employees, an internal alert
system, and compliance review by external experts through the activities of the Subcommittee for Compliance,
which was established under the Corporate Ethics and Risk Management Committee.
In particular, we focus on labor and human rights issues in our supply chain for our group’s businesses. We faced
concerns raised by a non-profit human rights organization in the past about working conditions and human rights
issues at an overseas sewing factory with which our consolidated subsidiary had a contract. In Japan, it was
discovered that there were unpaid overtime allowances for foreign technical intern trainees at a secondary
manufacturing contractor. The “Subcommittee for CSR Procurement” which we established in April 2018 has
now been transferred under the Sustainability Committee, and is proactively making efforts to conduct selfassessment and on-site audit at each of our manufacturing contractors from the perspectives of respect for humanrights, harmony between environment and society, compliance with laws and regulations, labor practices andbusiness practices, and to formulate and monitor correction and/or improvement plan. In addition, we plan togradually expand the scope of CSR procurement activities beyond manufacturing contractors, and are disclosing alist of our suppliers.
Risk related to infringement or violation of intellectual property rights
Probability of occurrence: High Degree of potential impact: Medium
Risk details
Infringement or violation of the intellectual property rights may result in litigation or economic loss. In recent
years, there has been a proliferation of “spoof advertisements that lead to fake websites” on the Internet that spoof
our brand names. Failure to take appropriate measures such as alerts to customers and elimination of such spoof
advertisements and fake websites could lead to a loss of trust from consumers and markets, and failure to
strategically protect or utilize intellectual property rights may affect our business.
Countermeasures
Our group recognizes that intellectual property rights are involved in all business activities and are important
assets to ensure our competitive advantage.
In order to protect and utilize intellectual property rights for our brands, proprietary technologies, designs andservices as a source of competitiveness, while respecting and avoiding infringement of the intellectual property
rights of other companies, we educate our employees by holding seminars and share information on trends ofintellectual property in the industry to promote proper understanding. We are also enhancing the knowledge ofthe department in charge of intellectual property by strengthening cooperation with the outside experts to protect
and utilize the intellectual property rights in DX and CX strategies and new businesses.
In addition, we take strict measures against infringement of intellectual property rights in Japan and overseas,
including counterfeit products and unauthorized use of our trademarks and patents by other companies, byasserting our rights against the infringing parties. In recent years, with regard to the deterioration of brand value
due to the borderless nature of the e-commerce business, particularly the emergence of "spoof" advertising andsales that spoof our brands, mainly through social networking services (“SNS”), we are making efforts to protect
our consumers and brands beyond Japan, by alerting our customers, tracking and monitoring sales channels andimplementing elimination measures.
47

➢

⚫

⚫

Risks related to appeal to express due to acceleration of digital marketing, labeling of quality and care
instructions
Probability of occurrence: High Degree of potential impact: Medium
Risk details
In digital marketing, which is becoming mainstream, the content of messages on social networking services,
including those involving employee participation, and appealing expressions based on concepts that go againstinternational standards for sustainability, may cause social problems, including negative campaigns anddefamation of the sender, which may adversely affect our business performance. On the other hand, violations oflaws and regulations related to quality labeling and inappropriate expressions in functional labeling may damage
public trust. We may suffer loss due to costs incurred to recall or change the labeling of products, or due to thediscontinuation of sales.
Countermeasures
We recognize that quality labeling, which helps the consumers to select and use products appropriately, covers awide range of areas, including statutory labeling attached to the products themselves, in-store and media
advertising and promotion, promotional expressions, and intellectual property protection labeling, and that this isa case in which risks are likely to become apparent. We are also aware of the risk of social criticism of ourtransmissions and the words and actions of our participants through our aggressive digital marketing activities
involving influencers and employee participation, which in recent years have spread regardless of the truth oftheir content.
Through the activities of the Quality Assurance Council and the Quality Control Committee under the Corporate
Ethics and Risk Management Committee, we have established and are operating a rule-based system that includes
a labeling confirmation system based on a double-checking at the department that determines the content oflabeling, systemization of the labeling determination process to the extent possible, prompt response to labelingerrors when they occur, and thorough investigation of the cause and implementation of countermeasures toprevent recurrence after a problem occurs. We also regularly conduct internal awareness raising activities andtraining for those in charge of quality labeling.
At the same time, we have established SNS operation rules for each domestic and overseas affiliated company inlight of their business environment to ensure that our employees are aware of such rules, and we are promoting
trainings for our employees in marketing and communications departments to check the content of thetransmissions in advance and judge whether they are appropriate or not.
Furthermore, the Company is working to mitigate risks by formulating and revising various guidelines inconnection with the Antimonopoly Act, Act against Unjustifiable Premiums and Misleading Representations, and
the Pharmaceutical Affairs Law, and by providing training for employees through e-learning. In addition, withrespect to functionality and efficacy expression, we are reorganizing the notation rules along with thecollaboration among the commercialization planning department, the research department and the quality
assurance department, and we are establishing a system to supervise evidence data with an outside institution.

48

➢

⚫

⚫

➢

⚫

⚫

Risks related to quality assurance in design and manufacturing
Probability of occurrence: Medium Degree of potential impact: Medium
Risk details
If we sell defective products or if our products harm our customers’ health, we may suffer costs for productrecalls and our reputation as a producer of high-quality products may be damaged and we may lose trust fromsociety, which may adversely affect our business performance.
Countermeasures
Our ability to provide high-quality products on a global basis is one of our strengths. We established the Quality
Assurance Council as a subcommittee of the Corporate Ethics and Risk Management Committee, and while we
maintain our safety guidelines, we are also working to ensure compliance with safety clearance rules upon
product planning, design and development, thorough inspections during manufacturing, pursuing the causes ofproblems and formulating measures to prevent their recurrence. By horizontally deploying and sharing about
these activities and information across our group’s domestic and overseas affiliates, we are raising quality
awareness and raising the level of the management system across our group as a whole. Under the direction of
the Quality Assurance Council, we operate the Quality Control Committee, which is composed of members
elected by each department responsible for commercialization plans, and which operates to follow up on
individual issues and conducts internal training on quality control in general.
In addition to thorough quality control and inspection as stipulated, the production sites are working to eliminate
products that do not meet standards under the operation of product acceptance lock system (acceptance of only
products that meet material standards), standardize the skills of inspection personnel, and increase employee
motivation through a quality excellence award system.
Risks related to social changes in emerging countries
Probability of occurrence: Medium Degree of potential impact: Medium
Risk details
Our group, which has production bases in emerging countries, may experience delays in materials procurement
and production due to political instability, legal or institutional changes, the occurrence of strikes, or difficulties
in securing human resources, which may affect our business performance.
Countermeasures
At all times, we pay close attention to trends in laws and regulations in each country and region, and make efforts
to collect and analyze local information. We are working to develop and implement measures to understand theactual situation in the community in cooperation with the local “risk control manager”, and if necessary, with thesupport from an outside counsel, consultant and other specialized organizations. In addition to trends in laws andregulations, we pay close attention to the responses to human rights issues in Myanmar, which continues to beunder the control of the military regime. We are working to mitigate geopolitical risks by appropriately
diversifying our production bases.

49

➢

⚫

⚫

Risks related to management of tax matters
Probability of occurrence: Medium Degree of potential impact: Medium
Risk details
A large amount of taxation due to tax reform or investigation on transfer pricing may affect our group’s financial
position and business performance, in addition to reputational damage.
Countermeasures
According to our current accounting standards, deferred tax assets are recorded based on reasonable assumptions
about our future taxable income. However, deferred tax assets may decrease due to changes in the estimatedamount of future taxable income or changes in tax rates following tax reforms, which could have an adverse
impact on our group’s business performance and financial position. Based on this, the Company reviews, as
appropriate, its estimates of future taxable income in light of changes in the business environment and otherfactors to make a reasonable judgment of collectability.
In January 2021, we formulated and disclosed our “Tax Code of Conduct” with the aim of complying with thelaws and regulations of countries and regions in which we operate, as well as international tax laws, managing
taxes in a highly transparent manner, and gaining the trust of our stakeholders. The Tax Code of Conduct
provides guidelines for domestic and foreign consolidated subsidiaries to establish a group tax system, including
obtaining the latest information on taxation and awareness activities through training, dealing with uncertain tax
positions, application of preferential tax treatment, transactions among group companies, prohibition of tax
avoidance, and disclosure on tax matters. Starting from the current fiscal year, we have been providing regular
tax training sessions for our domestic consolidated subsidiaries. At these training sessions, while confirming theappropriate responses to the current tax reform such as the invoice system, we made efforts to spread awarenessof our Tax Code of Conduct. The status of application of guidelines described in the said Code is monitored byreceiving reports from domestic and overseas consolidated subsidiaries at the end of each fiscal year, along withthe status of the responses based on the IFRIC23 guidelines. In addition, we are working to improve our group’s
tax system by tracking the trends in international taxation, including BEPS, and sharing the latest information
with our overseas consolidated subsidiaries as appropriate.

50

4. 【Analyses of Financial Position, Results of operation, and Cash Flows by Management】
The overview of financial position, results of operation and cashflows (“business performance etc.”) of our group(the Company, consolidated subsidiaries and equity method affiliates) and analysis and consideration of businessperformance from the viewpoint of management for the current fiscal year are as follows.
Our group has adopted IFRS instead of the previous U.S. GAAP from the current financial year, and the results
for the previous fiscal year have been reclassified to conform to IFRS.
Any forward-looking statements contained below are based on our judgment as of the end of the current fiscal
year.
(1)

Results of operation
Previous Fiscal
Year (ended
March 2022)

Current Fiscal
Year (ended
March 2023)

AmountAmount(Millions of Yen)
Increased/(Decreased) fromprevious fiscal year
Amount%172,072

188,592+16,520+9.6

Cost of sales

76,24882,189+5,941+7.8

Sales profit

95,824

106,403+10,579+11.0

Selling, general and administrative expenses

95,330102,301+6,971+7.3

Other income

3,749

5,254

+1,505+40.1

Other expenses

952

12,846+11,894－

Operating (loss) profit

3,291(3,490)(6,781)－

Finance income

1,930

1,517

(413)

(21.4)

Finance expense

232

795

+563

+242.7

(906)

2,069

+2,975

－

4,083

(699)

(4,782)－

1,732(1,776)(3,508)－

Revenue

Share of profit (loss) of investments accounted forusing equity method(Loss) profit before income taxes and equity in net
income of affiliated companies
Net (loss) profit attributable to owners of parent

The business environment surrounding our group during the current fiscal year (from April 1, 2022 to March
31, 2023) was severely affected by weak sales of our core innerwear products in major countries. In Japan,
although there were signs of recovery in consumer spending as restrictions on economic activities eased, sales fromour group’s domestic business has remained below our initial expectations due to the sluggish increase in thenumber of customers visiting our retail stores in addition to the negative impact on consumer spending arising fromrising inflation. Our business environment in the United States remained weak due to the slowdown in consumer
spending as well as the impact of suppliers’ restraint on purchasing. Our business in China also remained
challenging due to the impact of the prolonged implementation of strict coronavirus pandemic (“COVID-19”)
restrictions. On the other hand, our business in Europe maintained its growth trend due to the strong performance ofour core brands, while our business in other Asian countries also recovered as relaxation of COVID-19 restrictions
took place.
Under such circumstances, our group announced in June 2022 the “VISION 2030”, our medium- to long-term
strategy framework, and our mid-term business plan for the next three years starting with the current fiscal year, andwe are working to achieve sustainable growth and to enhance our corporate value. In our domestic business, we
continued to promote our unique CX strategy including the utilization of our customers database and merger
between online and offline activities to improve value of our customer experience, and strengthen our efforts toimprove profitability, aiming to “transform ourselves into a resilient corporate structure”. In our overseas business,
we promoted initiative for further growth by expanding our e-commerce business, in addition to expanding solid51

sales in the existing areas where we conduct our business. With regard to financial strategies side, we worked to
improve our return on equity by implementing initiatives to improve profitability and capital efficiency.
As a result of the above, for the current fiscal year, consolidated revenue was 188.59 billion yen (an increase of
9.6% as compared to such revenue for the previous fiscal year). We recorded a consolidated operating loss of 3.49
billion yen (as compared to a consolidated operating profit of 3.29 billion yen for the previous fiscal year) as a resultof the impairment charges of 10.03 billion yen recorded on goodwill and intangible assets related to Wacoal
International Corp. (U.S.) and the expenses of 0.75 billion yen incurred for the implementation of the Flexible
Retirement Program at Wacoal Corp. (*), despite a gain from sale of fixed assets (3.02 billion yen) related to thesale of our former business office building in Osaka. Consolidated loss before income taxes and equity in net profit
of affiliated companies was 0.70 billion yen (as compared to a consolidated profit of 4.08 billion yen for theprevious fiscal year) and consolidated net loss attributable to owners of parent was 1.78 billion yen (as compared toa consolidated net profit of 1.73 billion yen for the previous fiscal year) as a result of the operating loss despite therecording of profit from our investments accounted for using equity method.
The key exchange rates used for the current fiscal year (the previous fiscal year) were: 135.47 yen (112.38 yen)
to the U.S. dollar; 163.15 yen (153.56 yen) to the Sterling pound; and 19.75 yen (17.51 yen) to the Chinese yuan.
The following is a summary of results of operations by operating segments.

Previous Fiscal Year(ended March 31, 2022)
Composition
AmountRatio (%)
Total Revenue

Current Fiscal Year(ended March 31, 2023)
Composition
AmountRatio (%)

(Millions of Yen)
Increased/(Decreased)from previous fiscal year
Amount%172,072

100.0

188,592

100.0+16,520+9.6

88,12851.2

96,74651.3+8,618+9.8

59,21434.4

66,73235.4+7,518+12.7

Peach John Business

12,200

7.1

11,918

6.3

(282)

(2.3)

Other

12,5307.3

13,196

7.0

+666

+5.3

Wacoal Business(Domestic)
Wacoal Business(Overseas)(Millions of Yen)

Operating Profit/(Loss)

Previous Fiscal Year(ended March 31, 2022)

Current Fiscal Year(ended March 31, 2023)

Increased/(Decreased)from previous fiscal year

AmountAmountAmount% to Sales% to Sales

%

3,291

1.9

(3,490)－(6,781)

－

604

0.7

2,862

3.0

+2,258+373.8

2,055

3.5(7,397)－(9,452)－Peach John Business

1,650

13.5

915

7.7

(735)

(44.5)

Other(1,018)

－

130

1.0

+1,148－Wacoal Business(Domestic)
Wacoal Business(Overseas)(ⅰ)

Wacoal Business (Domestic)In our “Wacoal Business (Domestic)” segment, while aiming to “transform ourselves into a resilient corporate
structure” set forth as a core strategy under our mid-term business plan, we promoted our unique strategy to
improve value of our customer experience and undertook business structure reform to improve profitability.
During the current fiscal year, sales were significantly below our initial expectations. Despite the continued
relaxation of restrictions on economic activities, the number of customers visiting our retail stores remainedsluggish due to lack of high-profile products as well as the negative impact on consumer spending arising fromrising inflation and suppliers’ restraint on purchasing. With regard to our CX strategy, which is our focus forachieving renewed growth, the strengthening of our retention marketing through the integration of customer data
was successful, and sales from our existing member customers were in line with our plans, but sales from non52

member customers including new customers remained weak, as we could not come up with effective promotional
measures which would lead to store visits and customer acquisition.
As a result of the above, revenue attributable to our “Wacoal Business (Domestic)” segment was 96.75
billion yen (an increase of 9.8% as compared to such revenue for the previous fiscal year). Operating profit was
2.86 billion yen (an increase of 373.8% as compared to such operating profit for the previous fiscal year) due to theincreased revenue as well as thorough cost control and a gain from sale of fixed assets (including our former
business office in Osaka), despite the impact of soaring cost of sales associated with the sharp depreciation of theJapanese yen and increased returns due to suppressed in-store sales.
Starting in the current fiscal year, we have changed the presentation of net sales from Wacoal Corp. related totransactions with department stores to be based on storefront prices, but we have not made retroactive revisions.
This change in presentation has no impact on operating profit because this change resulted in increases in bothrevenue and selling, general and administrative expenses of the same amount (5.42 billion yen) respectively.
(ⅱ)

Wacoal Business (Overseas)
In order to “accelerate global growth” which is one of our core strategies under the mid-term business planwith respect to our “Wacoal Business (Overseas)” segment, we made efforts to acquire new customers bystrengthening digital marketing and to convert existing customers to loyal customers by utilizing data andstrengthening CRM.
With respect to Wacoal Europe Ltd., sales from swimwear products remained strong, and our products under“Elomi” brand achieved a high level of growth against the backdrop of the growing body-positive trend. In
response, sales from department stores, specialty stores and e-commerce remained strong, maintaining the growthtrend. Sales from Wacoal International Corp. (U.S.) remained sluggish, affected by the slowdown in consumer
spending primarily due to the rapid inflation. Sales from Wacoal America, Inc., on a local currency basis, decreased
due to sluggish sales from our physical store channel caused by weak in-store sales, our clients’ restraint on
procurement and production delays of our core products. In light of the recent deterioration in the marketing
environment, Intimates Online, Inc., which distributes the “LIVELY” brand, reformed its management structure inAugust and made efforts to improve profitability. However, as a result of significant reduction in advertisingexpenses, the number of customers visiting its stores fell, and as a result, sales significantly decreased. Sales from
Wacoal China Co., Ltd. (“Wacoal China”) significantly decreased due to the weak e-commerce sales as well as the
temporary closings of commercial facilities and a decrease in the number of customers visiting stores, resulting
from the impact of strict restrictions on activities under the zero-COVID policy.
As a result of the above-described factors and the recent rapid depreciation of the Japanese yen against major
currencies, sales revenues attributable to our “Wacoal Business (Overseas)” segment on a Japanese yen basis were
66.73 billion yen (an increase of 12.7% as compared to such sales revenues for the previous fiscal year). We
recorded an operating loss of 7.40 billion yen (as compared to an operating profit of 2.06 billion yen for theprevious fiscal year) due to the operating loss incurred at Wacoal China resulting from weak sales and an
impairment charge recorded at Wacoal International Corp. (U.S.).
(ⅲ)

Peach John BusinessIn our Peach John Business, we aimed to achieve a high profit level by promoting product development that
captures consumer needs and by developing effective marketing strategies.
During the current fiscal year, sales from our directly managed stores exceeded the sales for the previous fiscal
year due to the absence of negative impact of COVID-19 seen during the previous fiscal year, as well as the strong
instore sales of our core products under “NICE BODY” series. On the other hand, our e-commerce sales fell below
the previous fiscal year’s level due to ineffective efforts to increase the number of customers visiting our online
stores through content marketing measures using new brand muse and products. In addition, our subsidiary in
Peach John Business in China terminated its operations in December 2022.
As a result of the above, revenue attributable to our “Peach John Business” segment were 11.92 billion yen (adecrease of 2.3% as compared to such revenue for the previous fiscal year). Despite our efforts to curb advertisingexpenses, operating profit decreased to 0.92 billion yen (a decrease of 44.5% as compared to such operating profit
for the previous fiscal year) due to the impact of decreased revenue, the depreciation of the Japanese yen leading toincrease in raw materials costs and the loss incurred in connection with the termination of business activities of our
subsidiary in China.
53

(ⅳ)

Other

In our “Other” business segment, we proceeded to build a system that can continue to steadily generate profitsby actively addressing unprofitable businesses and reassessing fixed costs, in order to achieve the core strategy
aiming “to transform ourselves into a resilient corporate structure” under our mid-term business plan.
During the current fiscal year, sales from Lecien Corporation decreased as a result of the weak sales of its
private brand products sold by major apparel supply chain companies, despite a recovery in sales from its own
brand products. Revenue from Nanasai Co., Ltd. and Ai Co., Ltd. increased on the back of a recovery in demandfollowing the relaxation of COVID-19 restrictions.
As a result of the above, revenue and operating profit attributable to our “Other” business segment were 13.20
billion yen (an increase of 5.3% as compared to such revenue for the previous fiscal year) and 0.13 billion yen (ascompared to an operating loss of 1.02 billion yen for the previous fiscal year), respectively. While sales from eachcompany in the segment remain below the pre-pandemic level, we were able to record profit due to an improvementin profit structure resulting from a progress in reassessment of operations of each company as well as thecompensation received from the vacating of a factory site by a subsidiary of Lecien Corporation.
(Reference) Net Revenue and Operating Profit/ (Loss) of Major Subsidiaries

Revenue

Previous Fiscal Year(ended March 31, 2022)
Composition
AmountRatio (%)

Current Fiscal Year(ended March 31, 2023)
Composition
AmountRatio (%)

(Millions of Yen)
Increased/(Decreased)from previous fiscal year
Amount%Wacoal Corp.

81,18447.2

90,94848.2+9,764+12.0

Wacoal International Corp.
(U.S)

25,282

14.7

28,01414.9+2,732+10.8

Wacoal Europe Ltd.

16,3059.5

19,18410.2+2,879+17.7

Wacoal China Co., Ltd.

11,734

6.8

10,365

5.5(1,369)(11.7)

Peach John Co., Ltd.

12,200

7.1

11,918

6.3

(282)

(2.3)

Lecien Corporation

3,475

2.0

3,189

1.7

(286)

(8.2)

Nanasai Co., Ltd.

6,042

3.5

6,196

3.3

+154

+2.5

*Revenue to external customers only
(Millions of Yen)
Previous Fiscal Year(ended March 31, 2022)

Current Fiscal Year(ended March 31, 2023)

Increased/(Decreased)from previous fiscal year

Amount% to Sales

Amount% to Sales

Amount

1,733

2.1

2,753

3.0

+1,020

+58.9

490

1.9

(9,448)－(9,938)－Wacoal Europe Ltd.

1,945

11.9

1,680

8.8

(265)

(13.6)

Wacoal China Co., Ltd.

(166)

－

(698)

－

(532)

－

Peach John Co., Ltd.

1,650

13.5

915

7.7

(735)

(44.5)

Lecien Corporation

(593)

－

111

3.5

+704

－

Nanasai Co., Ltd.

(145)

－

9

0.1

+154

－

Operating Profit/(Loss)

Wacoal Corp.
Wacoal International Corp.
(U.S.)(2)%

Financial Position
Our total assets as of March 31, 2023 were285.30 billion yen, a decrease of 13.88 billion yen from the end of
the previous fiscal year, mainly due to impairment charges recorded on goodwill and intangible assets, in addition to54

repurchase of treasury stock and a decrease in cash and cash equivalents for repayment of borrowings.
Our liabilities were 72.18 billion yen, a decrease of 6.13 billion yen from the end of the previous fiscal year,
mainly due to a decrease in borrowings and lease liabilities.
Equity attributable to owners of parent was 209.83 billion yen, a decrease of 8.16 billion yen from the end of
the previous fiscal year, due to a decrease in retained earnings and an increase in treasury stock.
As a result of the above, our ratio of equity attributable to owners of parent as of March 31, 2023 was 73.5%,
an increase of 0.6% from the end of the previous fiscal year.
(3)

Cash Flow Status
The balance of cash and cash equivalents at the end of fiscal year 2023 was 26.78 billion yen, a decrease of
10.70 billion yen as compared to the end of the previous fiscal year.
(Cash flow provided by operating activities)
Cash flow provided by operating activities was 7.33 billion yen, a decrease of 9.29 billion yen as compared tothe previous consolidated fiscal year, after adjustments for changes in assets and liabilities to our net loss of 1.73
billion yen plus adjustments for impairment charges.
(Cash flow provided by investing activities)
Cash flow provided by investing activities was 3.90 billion yen, as compared to cash flow used in investing
activities in the amount of 3.04 billion yen for the previous consolidated fiscal year, due to sales of investment
securities and property, plant and equipment.
(Cash flow used in financing activities)
Cash flow used in financing activities was 22.54 billion yen, a decrease of 18.47 billion yen as compared to theprevious consolidated fiscal year, due to repurchase of treasury stock, repayment of borrowings, as well as payments
made for dividends.
(4) Production, Orders Received, and Revenue(ⅰ) Production Results
Our consolidated production results by operating segment for fiscal year ended March 2023 are as follows. No
data is available for the Peach John Business since all of its entities are sales companies. The production results forother segment are not shown since it is hard to define such term in this segment.
Amount (Millions of yen)

Changes as Compared toPrevious Fiscal Year (%)

Wacoal Business (Domestic)

40,284

116.8

Wacoal Business (Overseas)

17,510120.4

57,794

117.8

Name of Operating Segment

Total(Notes)

1. Inter-segment transactions are offset and eliminated from calculation.
2.The amount of results of operation is based on the manufacturing costs.

(ⅱ) Orders Received
Among Other, the department of Nanasai, which handles interior design and construction of stores at commercial
facilities, adopts the build-to-order production system.
The status of orders received for other segment for fiscal year ended March 2023 is as follows:
Name of Operating Segment
Other(Note)

Amount of Orders
Received(Millions of yen)

Changes as Compared Balance of Amount of Changes as Comparedto Previous Fiscal
Orders Received
to Previous Fiscal
Year (%)(Millions of yen)
Year (%)

4,134

106.4

Inter-segment transactions are offset and eliminated from calculation.

55

188

151.6

(ⅲ) Revenue Results
Our consolidated sales results by operating segment for fiscal year ended March 2023 are as follows:
Amount (Millions of yen)

Changes as Comparedto Previous Fiscal Year (%)

Wacoal Business (Domestic)

96,746

109.8

Wacoal Business (Overseas)

66,732112.7

Peach John Business

11,918

97.7

Other

13,196

105.3

188,592

109.6

Name of Operating Segment

Total(Notes)

1. Inter-segment transactions are offset and eliminated from calculation.
2. None of the customers’ sales accounts for 10% or more of the total sales results.

(5)

Capital Resources and Liquidity
Our current policy is to fund our cash needs from cash flows from operating activities, which allows us tosecure most of working capital, make capital investments, and pay dividends without relying on substantial
borrowings or other financing from outside of our group companies. As of March 31, 2023, we had credit facilities
at financial institutions totaling 55.12 billion yen, and the balance of loan which established line of credit amounted
to 8.08 billion yen. Of these loans, 0.5 billion yen is available to the Company, 2.8 billion yen is available to
Wacoal International Corp. and 0.28 billion yen is available to Torica Inc.
In general, most of our credit facilities have automatically renewed terms, and we are not aware of any issues
with respect to any of our lenders that could cause these facilities to become unavailable. Even if any of our
subsidiaries loses access to funds from our credit facilities, we believe that it is possible for other companies in ourgroup to provide any necessary funds. Our borrowing requirements are not affected by seasonality.
We are not aware of any restrictions on the transfers of funds from a subsidiary to a parent company in theform of a cash dividend.
We have set up new borrowing facilities with financial institutions after April 2020 and borrowed up to 40
billion yen in order to secure liquidity on hand given the uncertainties surrounding the degree and duration of the
impact of COVID-19. By the end of the current fiscal year, we have repaid 35 billion yen of such new borrowings.
We plan to continue securing liquidity of our funds based on strict assessment of purpose and profitability.
(i)

Capital Investments
Please see “III. Property, Plants and Equipment – 1. Summary of Capital Investment, etc.”(ii) Cash Flows
Please see “(3) Cash Flow Status.”(6)

Significant Accounting Policies and Estimates
The consolidated financial statements of our group are prepared in accordance with IFRS. The preparation of
the consolidated financial statements requires our group to make significant estimates and assumptions.
The significant accounting policies, accounting estimates and assumptions used in making such estimates aredescribed in “V. Financial Information – Notes to the consolidated financial statements 【3 Significant Accounting
Policies】 and 【4 Significant Accounting Estimates And Judgments】”.

56

5. 【Material Agreements, etc.】
Not applicable.

57

6. 【Research and Development】
Our research and development activities are mainly conducted by our Human Science Research Center to achieve
harmony between the human body and clothing and to support better product making.
Since 1964, we have been conducting research into the female body in order to accurately understand theJapanese woman’s physique. In particular, we have developed a silhouette analysis system and introduced a threedimensional measuring system. We are also working on an even more advanced measurement of sensory comfort.
Our research and development activities focus on addressing the proportional, physiological, and mental aspects ofgarment design. One of our most important research results was the enrichment of our research on sensory comfort
through our participation in a project led by the Ministry of Trade and Industry (presently the Ministry of Economy,
Trade and Industry) from 1995 to 1998. Based on this research, we have been focusing on developing new productsthat are not only comfortable for the wearer, but also have a positive physiological effect based on the basic study
from three factors, which are pressure, heat, and touch. In 2005, we developed and created a new market for ourbreakthrough Style Science series products, which support the creation of a healthy and beautiful body by changing
the idea of everyday walking to walking for exercise. In 2010, we analyzed body shape changes of the same subject
from his/her 20s to 50s and published the principles of aging-related body changes, and strengthened thedevelopment of new products that respond to aging-related body changes. We also developed new functional
products inspired by the lifestyle habits of people with smaller body shape changes due to aging, and in 2020, basedon the research report “Research on Bust Movement and Skin due to Gravity”, we held a research presentation
conference on to the importance of protecting bust from the effect of gravity and developed new functional products
such as “gravity-proof bras” and “gravity-proof bottoms” based on such research. In 2021, we launched “Body
Culture Research Project”, a co-creation project with universities and other companies, and began activities to createa body culture market. In March 2022, we held “Body Culture Symposium” at the Tokyo Aoyama Spiral Hall forthe participants and related parties of the project. In June 2022, we have launched the operation of a 3D bodyscanner, Smart & Try Pocket, which utilizes the size determination algorithm developed and supervised by the
Wacoal Human Science Research & Development Center.
During the current consolidated fiscal year, we promoted the “Body Culture Research Project” to foster theunderstanding of relationship between body and culture, and conducted various research studies and information
sharing activities.
As a result of the above, we recorded 598 million yen for our research and development during the fiscal year
ended March 2023.
Our research and development activities cover a wide range of research from basic research to productdevelopment, mainly of women’s innerwear. Therefore, it is difficult to relate each of such activities to a specificsegment, and thus, we do not provide information regarding such research and developments by segment.
In order to promote “the realization of an industry supporting women with unbounded living beauty,” we will
make efforts to enrich research and development activities that contribute to the improvement of customer
satisfaction and corporate value based on the key concepts of beauty, comfort, and health. We will also work
toward strengthening product appeal and developing new products or services that can gain support from and satisfy
our customers.

58III. 【Property, Plants, and Equipment】
1. 【Summary of Capital Investment, etc. 】
The amount of capital investment for the fiscal year ended March 31, 2023, was 5,048 million yen, mainly including
expenditures for system investments made by our subsidiaries, and expenditures for the maintenance and repair ofreal estate owned by our group.
The amounts of capital investment made in Wacoal Business (Domestic), Wacoal Business (Overseas), PeachJohn Business, and Other were 3,258 million yen, 1,412 million yen, 331 million yen, and 47 million yen,respectively.

2. 【Major Property, Plants, and Equipment】
The table below shows our major property, plants, and equipment within our group (Company andconsolidated subsidiaries).
(1) Wacoal Holdings Corp.
As of March 31, 2023
Facility(Location)
Head Office(Minami-ku, Kyoto) and
other

(2)

Segment

WacoalBusiness(Domestic)

Type of
Equipment andFacilities

Book Value (Millions of yen)
Buildings
andStructures

MachineryandEquipment

Land (m2)

Total

19,363

1,212

16,412(268,587)

36,988

Facilities foradministrationaffairs, etc.

Number of
Employee(s)

112
［ －］

Domestic Subsidiaries
As of March 31, 2023
Book Value (Millions of yen)

Name of Company(Location)

Wacoal Corp. Head Office(Minami-ku, Kyoto)
Two other business office inKyoto district
Wacoal Corp. Tokyo Office(Chiyoda-ku, Tokyo)
One other business office inTokyo
Wacoal Corp. SpiralBusiness Department(Minato-ku, Tokyo)
Wacoal Distribution Corp.
Moriyama Distribution
Center(Moriyama, Shiga)
Wacoal Manufacturing Japan
Corp., Nagasaki Plant(Unzen, Nagasaki)
Torica Inc.
(Saihakugun Nanbucho,
Tottori)Three other plants
Nanasai Co., Ltd.
Osaka Commodity Center(Yodogawa-ku, Osaka)

Segment

Type of
Equipment andFacilities

Buildings
andStructures

Machinery,
Vehicle,Equipment,
andFixtures

Land (m2)

Total

Number of
Employee(s)WacoalBusiness(Domestic)

Facilities foradministrationaffairs

43

144

－

188

1,740
［ 55］

WacoalBusiness(Domestic)

Facilities foradministrationaffairs

35

25

－

60

1,303
［ 29］

WacoalBusiness(Domestic)

Sales facilities

91

25

－

117

－
［ －］

WacoalBusiness(Domestic)

Facilities formerchandise
management

26

317

－

343

327
［ －］

WacoalBusiness(Domestic)

Manufacturing
facilities

－

58

－

58

288
［ －］

WacoalBusiness(Domestic)

Manufacturing
facilities

444

41

180
(40,840)

665

147
［ 53］

Other

Manufacturing
facilities

146

18

150
(2,790)

314

17
［ －］

59

(3)

Overseas Subsidiaries
As of March 31, 2023
Book Value (Millions of yen)

Name of Company(Location)

Wacoal America, Inc.
(New Jersey, USA)

Segment

WacoalBusiness(Overseas)

Wacoal Dominicana Corp.
(Santo Domingo, Dominican
Republic)
Wacoal Singapore Private
Ltd.
(Singapore)

WacoalBusiness(Overseas)
WacoalBusiness(Overseas)
Wacoal
Wacoal Hong Kong Co., Ltd.
Business(Hong Kong)(Overseas)

Type of
Equipment andFacilities

Buildings
andStructures

Machinery,
Vehicle,Equipment,
andFixtures

Facilities foradministrationaffairs/
merchandise
management

924

728

332
(32,300)

1,974

Manufacturing
facilities

1,339

424

225
(34,356)

1,988

10

16

248
(235）

274

293

－

－

293

169

20

－
（－）
［11,871］

189

506
［ －］

Facilities foradministrationaffairs
Facilities foradministrationaffairs
Facilities foradministrationaffairs/manufa
cturing
Facilities

Land (m2)

Total

Number of
Employees

203
［ －］
2,174
［ －］
37
［ 4］
126
［ 22］

Wacoal China Co., Ltd.
(Beijing, China)

WacoalBusiness(Overseas)

Guandong Wacoal Inc.
(Guandong, China)

WacoalBusiness(Overseas)

Manufacturing
facilities

89

118

－
（－）
［11,224］

207

421
［ －］

Vietnam Wacoal Corp.
(Bien Hoa City, Vietnam)

WacoalBusiness(Overseas)

Facilities foradministrationaffairs/manufa
cturing
Facilities

36

156

－
（－）
［25,195］

192

1,977
［ 66］

Manufacturing
facilities

142

215

－
（－）
［27,543］

357

570
［ 6］

Manufacturing
facilities

63

224

540

246
［ －］

Dalian Wacoal Co., Ltd.
(Dalian, China)
A Tech Textile Co., Ltd.
(Kabin Buri, Thailand）(Notes)WacoalBusiness(Overseas)
WacoalBusiness(Overseas)

253（48,889）

1. Area of land under lease by the Company is shown in brackets.
2. None of our major facilities is currently out of service.
3. Buildings and land regarding certain domestic subsidiaries under (2) above are under lease by theCompany. The book value of the buildings and land are as follows:
Name of Business Office(Location)

Wacoal Corp. Head Office(Minami-ku, Kyoto)
Two other business office in Kyoto district
Wacoal Corp. Tokyo Office(Chiyoda-ku, Tokyo)
One other business office in Tokyo
Wacoal Corp. Spiral Business Department(Minato-ku, Tokyo)
Wacoal Distribution Corp.
Moriyama Distribution Center(Moriyama,
Shiga)
Kyushu Wacoal Manufacturing Corp.,
Nagasaki Plant(Unzen, Nagasaki)Type of Equipment
and Facilities

Segment

Facilities foradministrationaffairs
Facilities foradministrationaffairs

Wacoal Business(Domestic)
Wacoal Business(Domestic)

Book Value (Millions of yen)
Buildings andstructures

Land (m2)

9,706

1,885
(11,208)

992

1,945
(1,471)

Wacoal Business(Domestic)

Sales facilities

780

3,972
(1,739)Wacoal Business(Domestic)

Facilities formerchandise
management

5,322

1,419
(38,923)

Wacoal Business(Domestic)

Manufacturing
facilities

210

52(19,369)

60

4.
5.

The average number of temporary employees during the period is in brackets.
The details of the major leased facilities by other entities other than the above consolidated subsidiaries
are as follows.
(1) Domestic Subsidiaries
Name of Business Office(Location)

Segment

Peach John Co., Ltd. Head Office(Minato-ku, Tokyo)

Peach John
Business

Type of
Equipment andFacilities
Facilities foradministrationaffairs

Buildings (m2)Land (m2)－1,554Annual Lease
Amount(Millions of yen)
104(2) Overseas Subsidiaries
Name of Company(Location)
Wacoal America, Inc.
(New York, USA)

Segment
WacoalBusiness(Overseas)

Type of
Equipment andFacilities
Facilities foradministrationaffairs

Buildings (m2)Land (m2)4,772

3. 【Plans for Capital Investment, Disposals of Property, Plants, and Equipment, etc.】(1) Additions of Important Facilities
Not applicable.
(2) Disposals of Important Facilities
Not applicable.

61－

Annual Lease
Amount(Millions of yen)400

IV. 【Information on the Company】
1. 【Information on the Company’s Stock, etc.】(1) Total number of shares, etc.
(ⅰ) Total number of shares
Class

Total Number of Shares Authorized to be Issued

Common stock

250,000,000 shares

Total

250,000,000 shares(ii) Number of Shares Issued
Class

Names of Stock Exchanges on
Number of Shares Issued
Number of Shares Issued which the Company is listed
as of the end of Fiscal
as of the Filing Dateor Names of AuthorizedYear (March 31, 2023)(June 28, 2023) (shares) Financial Instruments Firms(shares)
Association

Description

Shareholders have
Common stock

64,500,000

Prime Market of Tokyo
Stock Exchange

61,000,000

unlimited standard rights.
The number of sharesconstituting a unit is 100.

Total

64,500,000－

61,000,000－(Note) Our Board of Directors adopted a resolution at a meeting held on May 12, 2023 regarding cancellation of treasury
stock and 3,500,000 shares of treasury stock have been cancelled as of May 26, 2023. As a result, the number ofshares issued as of the date of this report is 61,000,000 shares.
(2) Status of Stock Acquisition Rights(i) 【Stock Option Plans】（1st Stock Acquisition Rights / 2nd Stock Acquisition Rights）
Date of resolution

July 30, 2008

Category and number of eligible grantees

Director of the Company

Number of stock acquisition rights
Class, description and number of shares represented by stockacquisition rights
Amount to be paid upon exercise of stock acquisition rights

5

Director of subsidiary

19 (Note 1)

4 (Note 1)

Common stock
9,500 shares (Note 2)

Common stock
2,000 shares (Note 2)

5

One yen per share
From September 2, 2008

Exercise period

until September 1, 2028
Issue price: 2,275 yen
Amount capitalized as common

Issue price for shares issued through the exercise of the stockacquisition rights and the amount capitalized as common stock

stock: 1,138 yen

Terms and conditions for exercising the stock acquisition rights
Matters related to transfer of the stock acquisition rights(Note 3)
Subject to the approval of the Board of Directors

Matters related to the grant of stock acquisition rights(Note 4)

accompanying reorganization acts

Above is based on information available as of the end of the current fiscal year (March 31, 2023). No change has been
made as of the end of the month preceding the filing date (May 31, 2023).
(Notes) 1. The number of shares represented by one (1) stock acquisition right is 500 shares.

62

2.

In the event that the Company conducts a stock split (including the free allocation of shares of common
stock of the Company; hereinafter the same) or a reverse split of its common stock, the Conversion Ratio
will be adjusted in accordance with the following formula:
Adjusted Conversion
Conversion Ratio prior to
Ratio of stock split
=
X
Ratio
adjustment
or reverse stock split
This adjustment will apply from the day following the record date in the case of a stock split and from theday on which the reverse stock split becomes effective in the case of a reverse stock split. However, in theevent that the Company conducts a stock split that is conditioned on approval at a general meeting ofshareholders of the Company of an increase in stockholders’ equity or additional paid-in capital bydecreasing the amount of surplus, and provided that the record date for such stock split is set prior to theconclusion of such general meeting of shareholders, from the day following the conclusion of such general
meeting of shareholders, the adjustment will apply retroactively from the day following the record date.
In addition to the above, the Conversion Ratio shall be reasonably adjusted as may be required inunavoidable circumstances.
Any fractional shares that result from the above adjustment will be rounded down to the nearest wholeshare.
Furthermore, in case of any adjustment of the Conversion Ratio, the Company shall make any necessary
notification or announcement to Option holders no later than the day immediately preceding the day on
which the adjusted Conversion Ratio becomes effective. However, if the Company is unable to provide
such notification or announcement by such date, the Company shall provide prompt notification or
announcement thereafter.
3. (1) Option holders may exercise their stock acquisition rights on the Date of Loss of Status; provided,
however, that in such case, such Option holder may only exercise his or her stock acquisition rights
until the earlier of (i) the expiration date of the exercise period as stipulated in the table above and (ii)the five-year anniversary of the Exercise Start Date.
(2) Notwithstanding the foregoing, during the exercise period set forth in the table above, the Option
holders may exercise their stock acquisition rights in the following cases (for item (ii), excluding thecase where the stock acquisition rights of the Surviving Company are granted to the Option holders
pursuant to Note 4 below) only during the respective periods designated below:

4.

(i) if the Exercise Start Date of the Option holder has not occurred by September 1, 2027
From September 2, 2027 until September 1, 2028.
(ii) if the general meeting of shareholders of the Company approves a merger agreement pursuant towhich the Company is to be dissolved or a stock swap agreement or share transfer plan thatmakes the Company a wholly owned subsidiary (or, in the event a resolution of the general
meeting of shareholders is not required, if a resolution of the board or determination by the chief
executive officer of the Company is passed):For 15 days from the day after the date of said approval.
(3) If an Option holder waives his or her stock acquisition rights, such Option holder may not exercise thesaid stock acquisition rights.
In the event that the Company conducts Organizational Restructuring, stock acquisition rights of theSurviving Company shall be granted to each holder of the Residual Stock Acquisition Rights in accordancewith the following terms and conditions. In such case, the remaining stock acquisition rights shall becanceled, and the Surviving Company shall issue new stock acquisition rights; provided, however, that thisshall be limited to the case where the grant of stock acquisition rights of the Surviving Company pursuant
to the following conditions is stipulated in the absorption-type demerger agreement, incorporation-typedemerger agreement, merger and spin-off agreement, new spin-off plan, stock swap agreement, or sharetransfer plan:(1) Number of Stock Acquisition Rights of the Surviving Company to be Granted:
The number of stock acquisition rights to be granted shall be equal to the number of Residual Stock
Acquisition Rights.
63

(2)

(3)

(4)

(5)

(6)

(7)

(8)

(9)

Class of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:Common stock of the Surviving Company.
Number of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:To be determined pursuant to Note 2 above after taking into consideration the terms and conditions of
the Organizational Restructuring.
Amount Capitalized upon Exercise of Stock Acquisition Rights:
The amount capitalized upon the exercise of each stock acquisition right to be granted shall be theamount paid after restructuring as prescribed below multiplied by the number of shares of theSurviving Company to be issued upon the exercise of the stock acquisition rights as determined inaccordance with (3) above. The amount paid after restructuring shall be one yen per share of theSurviving Company, which may be granted upon exercise of each stock acquisition right to be
granted.
Exercise Period for Stock Acquisition Rights:
From the later of (i) the starting date of the exercise period for stock acquisition rights as stipulated in
the table above and (ii) the effective date of Organizational Restructuring, and lasting until the
expiration date for the exercise of stock acquisition rights as stipulated in the table above.
Matters concerning Increases in Capital Stock and Additional Paid-in Capital in case of Issuance ofShares due to the Exercise of Stock Acquisition Rights:(i) In the event that shares are issued due to the exercise of stock acquisition rights, shareholders’equity shall be increased by half the limit for increases in common stock that are calculated inaccordance with Article 40-1 of the Japanese Company Accounting Regulations. Any amountless than one yen shall be rounded up to the nearest yen.
(ii) In the event that shares are issued due to the exercise of stock acquisition rights, additional paidin capital shall be increased by the amount remaining after deducting the increase in the limit forincrease in common stock stipulated in (i) above.
Limitation on Acquisition of Stock Acquisition Rights by Transfer:
The acquisition of stock acquisition rights by transfer shall be subject to approval by resolution of theboard.
Provisions for the Acquisition of Stock Acquisition Rights:
In the event that a general meeting of shareholders of the Company approves any of the following (or,when shareholder approval is not necessary, in the event that the board or the representative executive
officer approves of any of the following), the Company may acquire stock acquisition rights withoutcompensation on a date separately specified by the board:(i) a proposed merger agreement under which the Company is to be dissolved;(ii) a proposed corporate division agreement or plan under which the Company would be split;(iii) a proposed share transfer agreement or plan that makes the Company a wholly owned subsidiary;(iv) a proposed amendment of the Articles of Incorporation to add a provision that prescribes that theCompany, with respect to all of its issued shares, shall be required to obtain the approval of theshareholders of the Company for the acquisition of such shares by transfer;(v) a proposed approval for an amendment of the Articles of Incorporation to add a provision thatprescribes that the Company shall be required to obtain the approval of the shareholders of theCompany for the acquisition of the shares to be issued upon the exercise of stock acquisitionrights by transfer or that the Company shall obtain all of the shares of said class by a resolution of
the general meeting of shareholders.
Other Conditions relating to the Exercise of Stock Acquisition Rights:
To be determined pursuant to Note 3 above:64

（3rd Stock Acquisition Rights / 4th Stock Acquisition Rights）
Date of resolution

July 30, 2009

Category and number of eligible grantees

Director of the Company

Number of stock acquisition rights
Class, description and number of shares represented by stockacquisition rights
Amount to be paid upon exercise of stock acquisition rights

4

Director of subsidiary

20 (Note 1)

4 (Note 1)

Common stock

Common stock

10,000 shares (Note 2)

2,000 shares (Note 2)

4

One yen per share
From September 2, 2009
until September 1, 2029

Exercise period

Issue price:2,169 yen

Issue price for shares issued through the exercise of the stockacquisition rights and the amount capitalized as common stock

Amount capitalized as common
stock: 1,085 yen

Terms and conditions for exercising the stock acquisition rights(Note 3)Matters related to transfer of the stock acquisition rights

Subject to the approval of the Board of Directors

Matters related to the grant of stock acquisition rights
accompanying reorganization acts

(Note 4)

Above is based on information available as of the end of the current fiscal year (March 31, 2023). No change has been
made as of the end of the month preceding the filing date (May 31, 2023).
(Notes) 1. The number of shares represented by one stock acquisition right is 500 shares.
2. In the event that the Company conducts a stock split (including the free allocation of shares of common
stock of the Company; hereinafter the same) or a reverse split of its common stock, the Conversion Ratio
will be adjusted in accordance with the following formula:
Adjusted Conversion
Conversion Ratio prior to
Ratio of stock split
=
X
Ratio
adjustment
or reverse stock split
This adjustment will apply from the day following the record date in the case of a stock split and from theday on which the reverse stock split becomes effective in the case of a reverse stock split. However, in theevent that the Company conducts a stock split that is conditioned on approval at a general meeting ofshareholders of the Company of an increase in stockholders’ equity or additional paid-in capital bydecreasing the amount of surplus, and provided that the record date for such stock split is set prior to theconclusion of such general meeting of shareholders, from the day following the conclusion of such general
meeting of shareholders, the adjustment will apply retroactively from the day following the record date.
In addition to the above, the Conversion Ratio shall be reasonably adjusted as may be required inunavoidable circumstances.
Any fractional shares that result from the above adjustment will be rounded down to the nearest wholeshare.
Furthermore, in case of any adjustment of the Conversion Ratio, the Company shall make any necessary
notification or announcement to Option holders no later than the day immediately preceding the day on
which the adjusted Conversion Ratio becomes effective. However, if the Company is unable to provide
such notification or announcement by such date, the Company shall provide prompt notification or
announcement thereafter.
3. (1) Option holders may exercise their stock acquisition rights on the Date of Loss of Status; provided,
however, that in such case, such Option holder may only exercise his or her stock acquisition rights
until the earlier of (i) the expiration date of the exercise period as stipulated in the table above and (ii)the five-year anniversary of the “Exercise Start Date.
(2) Notwithstanding the foregoing, during the exercise period set forth in the table above, the Option
holders may exercise their stock acquisition rights in the following cases (for item (ii), excluding the65case where the stock acquisition rights of the Surviving Company are granted to the Option holders
pursuant to Note 4 below) only during the respective periods designated below:(i) if the Exercise Start Date of the Option holder has not occurred by September 1, 2028
From September 2, 2028 until September 1, 2029.
(ii) if the general meeting of shareholders of the Company approves a merger agreement pursuant towhich the Company is to be dissolved or a stock swap agreement or share transfer plan thatmakes the Company a wholly owned subsidiary (or, in the event a resolution of the general
meeting of shareholders is not required, if a resolution of the board or determination by the chief
executive officer of the Company is passed):For 15 days from the day after the date of said approval.
(3) If an Option holder waives his or her stock acquisition rights, such Option holder may not exercise thesaid stock acquisition rights.
4. In the event that the Company conducts an Organizational Restructuring, stock acquisition rights of theSurviving Company shall be granted to each holder of the Residual Stock Acquisition Rights in accordancewith the following terms and conditions. In such case, the remaining stock acquisition rights shall becanceled, and the Surviving Company shall issue new stock acquisition rights; provided, however, that thisshall be limited to the case where the grant of stock acquisition rights of the Surviving Company pursuant
to the following conditions is stipulated in the absorption-type demerger agreement, incorporation-typedemerger agreement, merger and spin-off agreement, new spin-off plan, stock swap agreement, or sharetransfer plan:(1) Number of Stock Acquisition Rights of the Surviving Company to be Granted:
The number of stock acquisition rights to be granted shall be equal to the number of Residual Stock
Acquisition Rights.
(2) Class of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:Common stock of the Surviving Company.
(3) Number of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:To be determined pursuant to Note 2 above after taking into consideration the terms and conditions of
the Organizational Restructuring.
(4) Amount Capitalized upon Exercise of Stock Acquisition Rights:
The amount capitalized upon the exercise of each stock acquisition right to be granted shall be theamount paid after restructuring as prescribed below multiplied by the number of shares of theSurviving Company to be issued upon the exercise of the stock acquisition rights as determined inaccordance with (3) above. The amount paid after restructuring shall be one yen per share of theSurviving Company, which may be granted upon exercise of each stock acquisition right to be
granted.
(5) Exercise Period for Stock Acquisition Rights:
From the later of (i) the starting date of the exercise period for stock acquisition rights as stipulated in
the table above and (ii) the effective date of Organizational Restructuring, and lasting until the
expiration date for the exercise of stock acquisition rights as stipulated in the table above.
(6) Matters concerning Increases in Capital Stock and Additional Paid-in Capital in case of Issuance ofShares due to the Exercise of Stock Acquisition Rights:(i) In the event that shares are issued due to the exercise of stock acquisition rights, shareholders’equity shall be increased by half the limit for increases in common stock that are calculated inaccordance with Article 17-1 of the Japanese Company Accounting Regulations. Any amountless than one yen shall be rounded up to the nearest yen.
(ii) In the event that shares are issued due to the exercise of stock acquisition rights, additional paidin capital shall be increased by the amount remaining after deducting the increase in the limit forincrease in common stock stipulated in (i) above.
(7) Limitation on Acquisition of Stock Acquisition Rights by Transfer.
The acquisition of stock acquisition rights by transfer shall be subject to approval by resolution of theboard.
66

(8)

(9)

Provisions for the Acquisition of Stock Acquisition Rights.
In the event that a general meeting of shareholders of the Company approves any of the following (or,when shareholder approval is not necessary, in the event that the board or the representative executive
officer approves of any of the following), the Company may acquire stock acquisition rights withoutcompensation on a date separately specified by the board:(i) a proposed merger agreement under which the Company is to be dissolved;(ii) a proposed corporate division agreement or plan under which the Company would be split;(iii) a proposed share transfer agreement or plan that makes the Company a wholly owned subsidiary;(iv) a proposed amendment of the Articles of Incorporation to add a provision that prescribes that theCompany, with respect to all of its issued shares, shall be required to obtain the approval of theshareholders of the Company for the acquisition of such shares by transfer;(v) a proposed approval for an amendment of the Articles of Incorporation to add a provision thatprescribes that the Company shall be required to obtain the approval of the shareholders of theCompany for the acquisition of the shares to be issued upon the exercise of stock acquisitionrights by transfer or that the Company shall obtain all of the shares of said class by a resolution of
the general meeting of shareholders.
Other Conditions relating to the Exercise of Stock Acquisition Rights.
To be determined pursuant to Note 3 above.

（5th Stock Acquisition Rights / 6th Stock Acquisition Rights）
Date of resolution

July 30, 2010

Category and number of eligible grantees

Director of the Company

Number of stock acquisition rights
Class, description and number of shares represented by stockacquisition rights
Amount to be paid upon exercise of stock acquisition rights

4

Director of subsidiary

21 (Note 1)

4 (Note 1)

Common stock
10,500 shares (Note 2)

Common stock
2,000 shares (Note 2)

3

One yen per share
From September 2, 2010

Exercise period

until September 1, 2030
Issue price: 2,163 yen
Amount capitalized as common

Issue price for shares issued through the exercise of the stockacquisition rights and the amount capitalized as common stock

stock: 1,082 yen

Terms and conditions for exercising the stock acquisition rights
Matters related to transfer of the stock acquisition rights(Note 3)
Subject to the approval of the Board of Directors

Matters related to the grant of stock acquisition rights(Note 4)

accompanying reorganization acts

Above is based on information available as of the end of the current fiscal year (March 31, 2023). No change has been
made as of the end of the month preceding the filing date (May 31, 2023).
(Notes) 1.
2.

The number of shares represented by one stock acquisition right is 500 shares.
In the event that the Company conducts a stock split (including the free allocation of shares of common
stock of the Company; hereinafter the same) or a reverse split of its common stock, the Conversion Ratio
will be adjusted in accordance with the following formula:
Adjusted Conversion
Conversion Ratio prior to
Ratio of stock split
=
X
Ratio
adjustment
or reverse stock split
This adjustment will apply from the day following the record date in the case of a stock split and from theday on which the reverse stock split becomes effective in the case of a reverse stock split. However, in theevent that the Company conducts a stock split that is conditioned on approval at a general meeting of
67

3.

4.

shareholders of the Company of an increase in stockholders’ equity or additional paid-in capital bydecreasing the amount of surplus, and provided that the record date for such stock split is set prior to theconclusion of such general meeting of shareholders, from the day following the conclusion of such general
meeting of shareholders, the adjustment will apply retroactively from the day following the record date.
In addition to the above, the Conversion Ratio shall be reasonably adjusted as may be required inunavoidable circumstances.
Any fractional shares that result from the above adjustment will be rounded down to the nearest wholeshare.
Furthermore, in case of any adjustment of the Conversion Ratio, the Company shall make any necessary
notification or announcement to Option holders no later than the day immediately preceding the day on
which the adjusted Conversion Ratio becomes effective. However, if the Company is unable to provide
such notification or announcement by such date, the Company shall provide prompt notification or
announcement thereafter.
(1) Option holders may exercise their stock acquisition rights on the Date of Loss of Status; provided,
however, that in such case, such Option holder may only exercise his or her stock acquisition rights
until the earlier of (i) the expiration date of the exercise period as stipulated in the table above and (ii)the five-year anniversary of the Exercise Start Date.
(2) Notwithstanding the foregoing, during the exercise period set forth in the table above, the Option
holders may exercise their stock acquisition rights in the following cases (for item (ii), excluding thecase where the stock acquisition rights of the Surviving Company are granted to the Option holders
pursuant to Note 4 below) only during the respective periods designated below:(i) if the Exercise Start Date of the Option holder has not occurred by September 1, 2029
From September 2, 2029 until September 1, 2030.
(ii) if the general meeting of shareholders of the Company approves a merger agreement pursuant towhich the Company is to be dissolved or a stock swap agreement or share transfer plan thatmakes the Company a wholly owned subsidiary (or, in the event a resolution of the general
meeting of shareholders is not required, if a resolution of the board or determination by the chief
executive officer of the Company is passed):For 15 days from the day after the date of said approval.
(3) If an Option holder waives his or her stock acquisition rights, such Option holder may not exercise thesaid stock acquisition rights.
In the event that the Company conducts an Organizational Restructuring, stock acquisition rights of theSurviving Company shall be granted to each holder of the Residual Stock Acquisition Rights in accordancewith the following terms and conditions. In such case, the remaining stock acquisition rights shall becanceled, and the Surviving Company shall issue new stock acquisition rights; provided, however, that thisshall be limited to the case where the grant of stock acquisition rights of the Surviving Company pursuant
to the following conditions is stipulated in the absorption-type demerger agreement, incorporation-typedemerger agreement, merger and spin-off agreement, new spin-off plan, stock swap agreement, or sharetransfer plan:(1) Number of Stock Acquisition Rights of the Surviving Company to be Granted:
The number of stock acquisition rights to be granted shall be equal to the number of Residual Stock
Acquisition Rights.
(2) Class of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:Common stock of the Surviving Company.
(3) Number of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:To be determined pursuant to Note 2 above after taking into consideration the terms and conditions of
the Organizational Restructuring.
(4) Amount Capitalized upon Exercise of Stock Acquisition Rights:
The amount capitalized upon the exercise of each stock acquisition right to be granted shall be theamount paid after restructuring as prescribed below multiplied by the number of shares of theSurviving Company to be issued upon the exercise of the stock acquisition rights as determined in
68

(5)

(6)

(7)

(8)

(9)

accordance with (3) above. The amount paid after restructuring shall be one yen per share of theSurviving Company, which may be granted upon exercise of each stock acquisition right to be
granted.
Exercise Period for Stock Acquisition Rights:
From the later of (i) the starting date of the exercise period for stock acquisition rights as stipulated in
the table above and (ii) the effective date of Organizational Restructuring, and lasting until the
expiration date for the exercise of stock acquisition rights as stipulated in the table above.
Matters concerning Increases in Capital Stock and Additional Paid-in Capital in case of Issuance ofShares due to the Exercise of Stock Acquisition Rights:(i) In the event that shares are issued due to the exercise of stock acquisition rights, shareholders’equity shall be increased by half the limit for increases in common stock that are calculated inaccordance with Article 17-1 of the Japanese Company Accounting Regulations. Any amountless than one yen shall be rounded up to the nearest yen.
(ii) In the event that shares are issued due to the exercise of stock acquisition rights, additional paidin capital shall be increased by the amount remaining after deducting the increase in the limit forincrease in common stock stipulated in (i) above.
Limitation on Acquisition of Stock Acquisition Rights by Transfer:
The acquisition of stock acquisition rights by transfer shall be subject to approval by resolution of theboard.
Provisions for the Acquisition of Stock Acquisition Rights:
In the event that a general meeting of shareholders of the Company approves any of the following (or,when shareholder approval is not necessary, in the event that the board or the representative executive
officer approves of any of the following), the Company may acquire stock acquisition rights withoutcompensation on a date separately specified by the board:(i) a proposed merger agreement under which the Company is to be dissolved;(ii) a proposed corporate division agreement or plan under which the Company would be split;(iii) a proposed share transfer agreement or plan that makes the Company a wholly owned subsidiary;(iv) a proposed amendment of the Articles of Incorporation to add a provision that prescribes that theCompany, with respect to all of its issued shares, shall be required to obtain the approval of theshareholders of the Company for the acquisition of such shares by transfer;(v) a proposed approval for an amendment of the Articles of Incorporation to add a provision thatprescribes that the Company shall be required to obtain the approval of the shareholders of theCompany for the acquisition of the shares to be issued upon the exercise of stock acquisitionrights by transfer or that the Company shall obtain all of the shares of said class by a resolution of
the general meeting of shareholders.
Other Conditions relating to the Exercise of Stock Acquisition Rights:
To be determined pursuant to Note 3 above.

69

（7th Stock Acquisition Rights / 8th Stock Acquisition Rights）
Date of resolution

July 29, 2011

Category and number of eligible grantees

Director of the Company

Number of stock acquisition rights
Class, description and number of shares represented by stock5

Director of subsidiary

31 (Note 1)－

Common stock－

15,500 shares (Note 2)

acquisition rights
Amount to be paid upon exercise of stock acquisition rights

5

One yen per share
From September 2, 2011
until September 1, 2031

Exercise period

Issue price: 1,757 yen

Issue price for shares issued through the exercise of the stockacquisition rights and the amount capitalized as common stock

Amount capitalized as common
stock: 879 yen

Terms and conditions for exercising the stock acquisition rights(Note 3)Matters related to transfer of the stock acquisition rights

Subject to the approval of the Board of Directors

Matters related to the grant of stock acquisition rights
accompanying reorganization acts

(Note 4)

Above is based on information available as of the end of the current fiscal year (March 31, 2023). No change has been
made as of the end of the month preceding the filing date (May 31, 2023).
(Notes) 1. The number of shares represented by one stock acquisition right is 500 shares.
2. In the event that the Company conducts a stock split (including the free allocation of shares of common
stock of the Company; hereinafter the same) or a reverse split of its common stock, the Conversion Ratio
will be adjusted in accordance with the following formula:
Adjusted Conversion
Conversion Ratio prior to
Ratio of stock split
=
X
Ratio
adjustment
or reverse stock split
This adjustment will apply from the day following the record date in the case of a stock split and from theday on which the reverse stock split becomes effective in the case of a reverse stock split. However, in theevent that the Company conducts a stock split that is conditioned on approval at a general meeting ofshareholders of the Company of an increase in stockholders’ equity or additional paid-in capital bydecreasing the amount of surplus, and provided that the record date for such stock split is set prior to theconclusion of such general meeting of shareholders, from the day following the conclusion of such general
meeting of shareholders, the adjustment will apply retroactively from the day following the record date.
In addition to the above, the Conversion Ratio shall be reasonably adjusted as may be required inunavoidable circumstances.
Any fractional shares that result from the above adjustment will be rounded down to the nearest wholeshare.
Furthermore, in case of any adjustment of the Conversion Ratio, the Company shall make any necessary
notification or announcement to Option holders no later than the day immediately preceding the day on
which the adjusted Conversion Ratio becomes effective. However, if the Company is unable to provide
such notification or announcement by such date, the Company shall provide prompt notification or
announcement thereafter.
3. (1) Option holders may exercise their stock acquisition rights on the Date of Loss of Status; provided,
however, that in such case, such Option holder may only exercise his or her stock acquisition rights
until the earlier of (i) the expiration date of the exercise period as stipulated in the table above and (ii)the five-year anniversary of the Exercise Start Date.
(2) Notwithstanding the foregoing, during the exercise period set forth in the table above, the Option
holders may exercise their stock acquisition rights in the following cases (for item (ii), excluding the

70

4.

case where the stock acquisition rights of the Surviving Company are granted to the Option holders
pursuant to Note 4 below) only during the respective periods designated below:(i) if the Exercise Start Date of the Option holder has not occurred by September 1, 2030
From September 2, 2030 until September 1, 2031.
(ii) if the general meeting of shareholders of the Company approves a merger agreement pursuant towhich the Company is to be dissolved or a stock swap agreement or share transfer plan thatmakes the Company a wholly owned subsidiary (or, in the event a resolution of the general
meeting of shareholders is not required, if a resolution of the board or determination by the chief
executive officer of the Company is passed):For 15 days from the day after the date of said approval.
(3) If an Option holder waives his or her stock acquisition rights, such Option holder may not exercise thesaid stock acquisition rights.
In the event that the Company conducts an Organizational Restructuring, stock acquisition rights of theSurviving Company shall be granted to each holder of the Residual Stock Acquisition Rights in accordancewith the following terms and conditions. In such case, the remaining stock acquisition rights shall becanceled, and the Surviving Company shall issue new stock acquisition rights; provided, however, that thisshall be limited to the case where the grant of stock acquisition rights of the Surviving Company pursuant
to the following conditions is stipulated in the absorption-type demerger agreement, incorporation-typedemerger agreement, merger and spin-off agreement, new spin-off plan, stock swap agreement, or sharetransfer plan:(1) Number of Stock Acquisition Rights of the Surviving Company to be Granted:
The number of stock acquisition rights to be granted shall be equal to the number of Residual Stock
Acquisition Rights.
(2) Class of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:Common stock of the Surviving Company.
(3) Number of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:To be determined pursuant to Note 2 above after taking into consideration the terms and conditions of
the Organizational Restructuring.
(4) Amount Capitalized upon Exercise of Stock Acquisition Rights:
The amount capitalized upon the exercise of each stock acquisition right to be granted shall be theamount paid after restructuring as prescribed below multiplied by the number of shares of theSurviving Company to be issued upon the exercise of the stock acquisition rights as determined inaccordance with (3) above. The amount paid after restructuring shall be one yen per share of theSurviving Company, which may be granted upon exercise of each stock acquisition right to be
granted.
(5) Exercise Period for Stock Acquisition Rights:
From the later of (i) the starting date of the exercise period for stock acquisition rights as stipulated in
the table above and (ii) the effective date of Organizational Restructuring, and lasting until the
expiration date for the exercise of stock acquisition rights as stipulated in the table above.
(6) Matters concerning Increases in Capital Stock and Additional Paid-in Capital in case of Issuance ofShares due to the Exercise of Stock Acquisition Rights:(i) In the event that shares are issued due to the exercise of stock acquisition rights, shareholders’equity shall be increased by half the limit for increases in common stock that are calculated inaccordance with Article 17-1 of the Japanese Company Accounting Regulations. Any amountless than one yen shall be rounded up to the nearest yen.
(ii) In the event that shares are issued due to the exercise of stock acquisition rights, additional paidin capital shall be increased by the amount remaining after deducting the increase in the limit forincrease in common stock stipulated in (i) above.
(7) Limitation on Acquisition of Stock Acquisition Rights by Transfer:
The acquisition of stock acquisition rights by transfer shall be subject to approval by resolution of theboard.
71

(8)

(9)

Provisions for the Acquisition of Stock Acquisition Rights:
In the event that a general meeting of shareholders of the Company approves any of the following (or,when shareholder approval is not necessary, in the event that the board or the representative executive
officer approves of any of the following), the Company may acquire stock acquisition rights withoutcompensation on a date separately specified by the board:(i) a proposed merger agreement under which the Company is to be dissolved;(ii) a proposed corporate division agreement or plan under which the Company would be split;(iii) a proposed share transfer agreement or plan that makes the Company a wholly owned subsidiary;(iv) a proposed amendment of the Articles of Incorporation to add a provision that prescribes that theCompany, with respect to all of its issued shares, shall be required to obtain the approval of theshareholders of the Company for the acquisition of such shares by transfer; or(v) a proposed approval for an amendment of the Articles of Incorporation to add a provision thatprescribes that the Company shall be required to obtain the approval of the shareholders of theCompany for the acquisition of the shares to be issued upon the exercise of stock acquisitionrights by transfer or that the Company shall obtain all of the shares of said class by a resolution of
the general meeting of shareholders.
Other Conditions relating to the Exercise of Stock Acquisition Rights:
To be determined pursuant to Note 3 above.

（9th Stock Acquisition Rights / 10th Stock Acquisition Rights）
Date of resolution

July 31, 2012

Category and number of eligible grantees

Director of the Company

Number of stock acquisition rights
Class, description and number of shares represented by stockacquisition rights
Amount to be paid upon exercise of stock acquisition rights

5

Director of subsidiary

35 (Note 1)－

Common stock
17,500 shares (Note 2)－

4

One yen per share
From September 4, 2012

Exercise period

until September 3, 2032
Issue price: 1,599 yen
Amount capitalized as common

Issue price for shares issued through the exercise of the stockacquisition rights and the amount capitalized as common stock

stock: 800 yen

Terms and conditions for exercising the stock acquisition rights
Matters related to transfer of the stock acquisition rights(Note 3)
Subject to the approval of the Board of Directors

Matters related to the grant of stock acquisition rights(Note 4)

accompanying reorganization acts

Above is based on information available as of the end of the current fiscal year (March 31, 2023). No change has been
made as of the end of the month preceding the filing date (May 31, 2023).
(Notes) 1. The number of shares represented by one stock acquisition right is 500 shares.
2. In the event that the Company conducts a stock split (including the free allocation of shares of common
stock of the Company; hereinafter the same) or a reverse split of its common stock, the Conversion Ratio
will be adjusted in accordance with the following formula:
Adjusted Conversion
Conversion Ratio prior to
Ratio of stock split
=
X
Ratio
adjustment
or reverse stock split
This adjustment will apply from the day following the record date in the case of a stock split and from theday on which the reverse stock split becomes effective in the case of a reverse stock split. However, in theevent that the Company conducts a stock split that is conditioned on approval at a general meeting ofshareholders of the Company of an increase in stockholders’ equity or additional paid-in capital by
72

3.

4.

decreasing the amount of surplus, and provided that the record date for such stock split is set prior to theconclusion of such general meeting of shareholders, from the day following the conclusion of such general
meeting of shareholders, the adjustment will apply retroactively from the day following the record date.
In addition to the above, the Conversion Ratio shall be reasonably adjusted as may be required inunavoidable circumstances.
Any fractional shares that result from the above adjustment will be rounded down to the nearest wholeshare.
Furthermore, in case of any adjustment of the Conversion Ratio, the Company shall make any necessary
notification or announcement to Option holders no later than the day immediately preceding the day on
which the adjusted Conversion Ratio becomes effective. However, if the Company is unable to provide
such notification or announcement by such date, the Company shall provide prompt notification or
announcement thereafter.
(1) Option holders may exercise their stock acquisition rights on the Date of Loss of Status; provided,
however, that in such case, such Option holder may only exercise his or her stock acquisition rights
until the earlier of (i) the expiration date of the exercise period as stipulated in the table above and (ii)the five-year anniversary of the Exercise Start Date.
(2) Notwithstanding the foregoing, during the exercise period set forth in the table above, the Option
holders may exercise their stock acquisition rights in the following cases (for item (ii), excluding thecase where the stock acquisition rights of the Surviving Company are granted to the Option holders
pursuant to Note 4 below) only during the respective periods designated below:(i) if the Exercise Start Date of the Option holder has not occurred by September 1, 2031
From September 2, 2031 until September 3, 2032.
(ii) if the general meeting of shareholders of the Company approves a merger agreement pursuant towhich the Company is to be dissolved or a stock swap agreement or share transfer plan thatmakes the Company a wholly owned subsidiary (or, in the event a resolution of the general
meeting of shareholders is not required, if a resolution of the board or determination by the chief
executive officer of the Company is passed):For 15 days from the day after the date of said approval.
(3) If an Option holder waives his or her stock acquisition rights, such Option holder may not exercise thesaid stock acquisition rights.
In the event that the Company conducts an Organizational Restructuring, stock acquisition rights of theSurviving Company shall be granted to each holder of the Residual Stock Acquisition Rights in accordancewith the following terms and conditions. In such case, the remaining stock acquisition rights shall becanceled, and the Surviving Company shall issue new stock acquisition rights; provided, however, that thisshall be limited to the case where the grant of stock acquisition rights of the Surviving Company pursuant
to the following conditions is stipulated in the absorption-type demerger agreement, incorporation-typedemerger agreement, merger and spin-off agreement, new spin-off plan, stock swap agreement, or sharetransfer plan:(1) Number of Stock Acquisition Rights of the Surviving Company to be Granted:
The number of stock acquisition rights to be granted shall be equal to the number of Residual Stock
Acquisition Rights.
(2) Class of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:Common stock of the Surviving Company.
(3) Number of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:To be determined pursuant to Note 2 above after taking into consideration the terms and conditions of
the Organizational Restructuring.
(4) Amount Capitalized upon Exercise of Stock Acquisition Rights:
The amount capitalized upon the exercise of each stock acquisition right to be granted shall be theamount paid after restructuring as prescribed below multiplied by the number of shares of theSurviving Company to be issued upon the exercise of the stock acquisition rights as determined inaccordance with (3) above. The amount paid after restructuring shall be one yen per share of the
73

(5)

(6)

(7)

(8)

(9)

Surviving Company, which may be granted upon exercise of each stock acquisition right to be
granted.
Exercise Period for Stock Acquisition Rights:
From the later of (i) the starting date of the exercise period for stock acquisition rights as stipulated in
the table above and (ii) the effective date of Organizational Restructuring, and lasting until the
expiration date for the exercise of stock acquisition rights as stipulated in the table above.
Matters concerning Increases in Capital Stock and Additional Paid-in Capital in case of Issuance ofShares due to the Exercise of Stock Acquisition Rights:(i) In the event that shares are issued due to the exercise of stock acquisition rights, shareholders’equity shall be increased by half the limit for increases in common stock that are calculated inaccordance with Article 17-1 of the Japanese Company Accounting Regulations. Any amountless than one yen shall be rounded up to the nearest yen.
(ii) In the event that shares are issued due to the exercise of stock acquisition rights, additional paidin capital shall be increased by the amount remaining after deducting the increase in the limit forincrease in common stock stipulated in (i) above.
Limitation on Acquisition of Stock Acquisition Rights by Transfer:
The acquisition of stock acquisition rights by transfer shall be subject to approval by resolution of theboard.
Provisions for the Acquisition of Stock Acquisition Rights:
In the event that a general meeting of shareholders of the Company approves any of the following (or,when shareholder approval is not necessary, in the event that the board or the representative executive
officer approves of any of the following), the Company may acquire stock acquisition rights withoutcompensation on a date separately specified by the board:(i) a proposed merger agreement under which the Company is to be dissolved;(ii) a proposed corporate division agreement or plan under which the Company would be split;(iii) a proposed share transfer agreement or plan that makes the Company a wholly owned subsidiary;(iv) a proposed amendment of the Articles of Incorporation to add a provision that prescribes that theCompany, with respect to all of its issued shares, shall be required to obtain the approval of theshareholders of the Company for the acquisition of such shares by transfer; or(v) a proposed approval for an amendment of the Articles of Incorporation to add a provision thatprescribes that the Company shall be required to obtain the approval of the shareholders of theCompany for the acquisition of the shares to be issued upon the exercise of stock acquisitionrights by transfer or that the Company shall obtain all of the shares of said class by a resolution of
the general meeting of shareholders.
Other Conditions relating to the Exercise of Stock Acquisition Rights:
To be determined pursuant to Note 3 above.

74

（11th Stock Acquisition Rights / 12th Stock Acquisition Rights）
Date of resolution

July 31, 2013

Category and number of eligible grantees

Director of the Company

Number of stock acquisition rights
Class, description and number of shares represented by stockacquisition rights
Amount to be paid upon exercise of stock acquisition rights

5

Director of subsidiary

34 (Note 1)

3 (Note 1)

Common stock

Common stock

17,000 shares (Note 2)

1,500 shares (Note 2)

6

One yen per share
From September 3, 2013
until September 2, 2033

Exercise period

Issue price: 1,837 yen

Issue price for shares issued through the exercise of the stockacquisition rights and the amount capitalized as common stock

Amount capitalized as common
stock: 919 yen

Terms and conditions for exercising the stock acquisition rights(Note 3)Matters related to transfer of the stock acquisition rights

Subject to the approval of the Board of Directors

Matters related to the grant of stock acquisition rights
accompanying reorganization acts

(Note 4)

Above is based on information available as of the end of the current fiscal year (March 31, 2023). No change has been
made as of the end of the month preceding the filing date (May 31, 2023).
(Notes) 1. The number of shares represented by one stock acquisition right is 500 shares.
2. In the event that the Company conducts a stock split (including the free allocation of shares of common
stock of the Company; hereinafter the same) or a reverse split of its common stock, the Conversion Ratio
will be adjusted in accordance with the following formula:
Adjusted Conversion
Conversion Ratio prior to
Ratio of stock split
=
X
Ratio
adjustment
or reverse stock split
This adjustment will apply from the day following the record date in the case of a stock split and from theday on which the reverse stock split becomes effective in the case of a reverse stock split. However, in theevent that the Company conducts a stock split that is conditioned on approval at a general meeting ofshareholders of the Company of an increase in stockholders’ equity or additional paid-in capital bydecreasing the amount of surplus, and provided that the record date for such stock split is set prior to theconclusion of such general meeting of shareholders, from the day following the conclusion of such general
meeting of shareholders, the adjustment will apply retroactively from the day following the record date.
In addition to the above, the Conversion Ratio shall be reasonably adjusted as may be required inunavoidable circumstances.
Any fractional shares that result from the above adjustment will be rounded down to the nearest wholeshare.
Furthermore, in case of any adjustment of the Conversion Ratio, the Company shall make any necessary
notification or announcement to Option holders no later than the day immediately preceding the day on
which the adjusted Conversion Ratio becomes effective. However, if the Company is unable to provide
such notification or announcement by such date, the Company shall provide prompt notification or
announcement thereafter.
3. (1) Option holders may exercise their stock acquisition rights on the Date of Loss of Status; provided,
however, that in such case, such Option holder may only exercise his or her stock acquisition rights
until the earlier of (i) the expiration date of the exercise period as stipulated in the table above and (ii)the five-year anniversary of the Exercise Start Date.
(2) Notwithstanding the foregoing, during the exercise period set forth in the table above, the Option
holders may exercise their stock acquisition rights in the following cases (for item (ii), excluding the

75

4.

case where the stock acquisition rights of the Surviving Company are granted to the Option holders
pursuant to Note 4 below) only during the respective periods designated below:(i) if the Exercise Start Date of the Option holder has not occurred by September 1, 2032
From September 2, 2032 until September 2, 2033.
(ii) if the general meeting of shareholders of the Company approves a merger agreement pursuant towhich the Company is to be dissolved or a stock swap agreement or share transfer plan thatmakes the Company a wholly owned subsidiary (or, in the event a resolution of the general
meeting of shareholders is not required, if a resolution of the board or determination by the chief
executive officer of the Company is passed):For 15 days from the day after the date of said approval.
(3) If an Option holder waives his or her stock acquisition rights, such Option holder may not exercise thesaid stock acquisition rights.
In the event that the Company conducts an Organizational Restructuring, stock acquisition rights of theSurviving Company shall be granted to each holder of the Residual Stock Acquisition Rights in accordancewith the following terms and conditions. In such case, the remaining stock acquisition rights shall becanceled, and the Surviving Company shall issue new stock acquisition rights; provided, however, that thisshall be limited to the case where the grant of stock acquisition rights of the Surviving Company pursuant
to the following conditions is stipulated in the absorption-type demerger agreement, incorporation-typedemerger agreement, merger and spin-off agreement, new spin-off plan, stock swap agreement, or sharetransfer plan:(1) Number of Stock Acquisition Rights of the Surviving Company to be Granted:
The number of stock acquisition rights to be granted shall be equal to the number of Residual Stock
Acquisition Rights.
(2) Class of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:Common stock of the Surviving Company.
(3) Number of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:To be determined pursuant to Note 2 above after taking into consideration the terms and conditions of
the Organizational Restructuring.
(4) Amount Capitalized upon Exercise of Stock Acquisition Rights:
The amount capitalized upon the exercise of each stock acquisition right to be granted shall be theamount paid after restructuring as prescribed below multiplied by the number of shares of theSurviving Company to be issued upon the exercise of the stock acquisition rights as determined inaccordance with (3) above. The amount paid after restructuring shall be one yen per share of theSurviving Company, which may be granted upon exercise of each stock acquisition right to be
granted.
(5) Exercise Period for Stock Acquisition Rights:
From the later of (i) the starting date of the exercise period for stock acquisition rights as stipulated in
the table above and (ii) the effective date of Organizational Restructuring, and lasting until the
expiration date for the exercise of stock acquisition rights as stipulated in the table above.
(6) Matters concerning Increases in Capital Stock and Additional Paid-in Capital in case of Issuance ofShares due to the Exercise of Stock Acquisition Rights:(i) In the event that shares are issued due to the exercise of stock acquisition rights, shareholders’equity shall be increased by half the limit for increases in common stock that are calculated inaccordance with Article 17-1 of the Japanese Company Accounting Regulations. Any amountless than one yen shall be rounded up to the nearest yen.
(ii) In the event that shares are issued due to the exercise of stock acquisition rights, additional paidin capital shall be increased by the amount remaining after deducting the increase in the limit forincrease in common stock stipulated in (i) above.
(7) Limitation on Acquisition of Stock Acquisition Rights by Transfer:
The acquisition of stock acquisition rights by transfer shall be subject to approval by resolution of theboard.
76

(8)

(9)

Provisions for the Acquisition of Stock Acquisition Rights:
In the event that a general meeting of shareholders of the Company approves any of the following (or,when shareholder approval is not necessary, in the event that the board or the representative executive
officer approves of any of the following), the Company may acquire stock acquisition rights withoutcompensation on a date separately specified by the board:(i) a proposed merger agreement under which the Company is to be dissolved;(ii) a proposed corporate division agreement or plan under which the Company would be split;(iii) a proposed share transfer agreement or plan that makes the Company a wholly owned subsidiary;(iv) a proposed amendment of the Articles of Incorporation to add a provision that prescribes that theCompany, with respect to all of its issued shares, shall be required to obtain the approval of theshareholders of the Company for the acquisition of such shares by transfer; or(v) a proposed approval for an amendment of the Articles of Incorporation to add a provision thatprescribes that the Company shall be required to obtain the approval of the shareholders of theCompany for the acquisition of the shares to be issued upon the exercise of stock acquisitionrights by transfer or that the Company shall obtain all of the shares of said class by a resolution of
the general meeting of shareholders.
Other Conditions relating to the Exercise of Stock Acquisition Rights:
To be determined pursuant to Note 3 above.

（13th Stock Acquisition Rights / 14th Stock Acquisition Rights）
Date of resolution

July 31, 2014

Category and number of eligible grantees

Director of the Company

Number of stock acquisition rights
Class, description and number of shares represented by stockacquisition rights
Amount to be paid upon exercise of stock acquisition rights

5

Director of subsidiary

30 (Note 1)

6 (Note 1)

Common stock
15,000 shares (Note 2)

Common stock
3,000 shares (Note 2)

5

One yen per share
From September 2, 2014

Exercise period

until September 1, 2034
Issue price: 1,875 yen
Amount capitalized as common

Issue price for shares issued through the exercise of the stockacquisition rights and the amount capitalized as common stock

stock: 938 yen

Terms and conditions for exercising the stock acquisition rights
Matters related to transfer of the stock acquisition rights(Note 3)
Subject to the approval of the Board of Directors

Matters related to the grant of stock acquisition rights(Note 4)

accompanying reorganization acts

Above is based on information available as of the end of the current fiscal year (March 31, 2023). No change has been
made as of the end of the month preceding the filing date (May 31, 2023).
(Notes) 1. The number of shares represented by one stock acquisition right is 500 shares.
2. In the event that the Company conducts a stock split (including the free allocation of shares of common
stock of the Company; hereinafter the same) or a reverse split of its common stock, the Conversion Ratio
will be adjusted in accordance with the following formula:
Adjusted Conversion
Conversion Ratio prior to
Ratio of stock split
=
X
Ratio
adjustment
or reverse stock split
This adjustment will apply from the day following the record date in the case of a stock split and from theday on which the reverse stock split becomes effective in the case of a reverse stock split. However, in theevent that the Company conducts a stock split that is conditioned on approval at a general meeting ofshareholders of the Company of an increase in stockholders’ equity or additional paid-in capital by
77

3.

4.

decreasing the amount of surplus, and provided that the record date for such stock split is set prior to theconclusion of such general meeting of shareholders, from the day following the conclusion of such general
meeting of shareholders, the adjustment will apply retroactively from the day following the record date.
In addition to the above, the Conversion Ratio shall be reasonably adjusted as may be required inunavoidable circumstances.
Any fractional shares that result from the above adjustment will be rounded down to the nearest wholeshare.
Furthermore, in case of any adjustment of the Conversion Ratio, the Company shall make any necessary
notification or announcement to Option holders no later than the day immediately preceding the day on
which the adjusted Conversion Ratio becomes effective. However, if the Company is unable to provide
such notification or announcement by such date, the Company shall provide prompt notification or
announcement thereafter.
(1) Option holders may exercise their stock acquisition rights on the Date of Loss of Status; provided,
however, that in such case, such Option holder may only exercise his or her stock acquisition rights
until the earlier of (i) the expiration date of the exercise period as stipulated in the table above and (ii)the five-year anniversary of the Exercise Start Date.
(2) Notwithstanding the foregoing, during the exercise period set forth in the table above, the Option
holders may exercise their stock acquisition rights in the following cases (for item (ii), excluding thecase where the stock acquisition rights of the Surviving Company are granted to the Option holders
pursuant to Note 4 below) only during the respective periods designated below:(i) if the Exercise Start Date of the Option holder has not occurred by September 1, 2033
From September 2, 2033 until September 1, 2034.
(ii) if the general meeting of shareholders of the Company approves a merger agreement pursuant towhich the Company is to be dissolved or a stock swap agreement or share transfer plan thatmakes the Company a wholly owned subsidiary (or, in the event a resolution of the general
meeting of shareholders is not required, if a resolution of the board or determination by the chief
executive officer of the Company is passed):For 15 days from the day after the date of said approval.
(3) If an Option holder waives his or her stock acquisition rights, such Option holder may not exercise thesaid stock acquisition rights.
In the event that the Company conducts an Organizational Restructuring, stock acquisition rights of theSurviving Company shall be granted to each holder of the Residual Stock Acquisition Rights in accordancewith the following terms and conditions. In such case, the remaining stock acquisition rights shall becanceled, and the Surviving Company shall issue new stock acquisition rights; provided, however, that thisshall be limited to the case where the grant of stock acquisition rights of the Surviving Company pursuant
to the following conditions is stipulated in the absorption-type demerger agreement, incorporation-typedemerger agreement, merger and spin-off agreement, new spin-off plan, stock swap agreement, or sharetransfer plan:(1) Number of Stock Acquisition Rights of the Surviving Company to be Granted:
The number of stock acquisition rights to be granted shall be equal to the number of Residual Stock
Acquisition Rights.
(2) Class of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:Common stock of the Surviving Company.
(3) Number of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:To be determined pursuant to Note 2 above after taking into consideration the terms and conditions of
the Organizational Restructuring.
(4) Amount Capitalized upon Exercise of Stock Acquisition Rights:
The amount capitalized upon the exercise of each stock acquisition right to be granted shall be theamount paid after restructuring as prescribed below multiplied by the number of shares of theSurviving Company to be issued upon the exercise of the stock acquisition rights as determined inaccordance with (3) above. The amount paid after restructuring shall be one yen per share of the
78

(5)

(6)

(7)

(8)

(9)

Surviving Company, which may be granted upon exercise of each stock acquisition right to be
granted.
Exercise Period for Stock Acquisition Rights:
From the later of (i) the starting date of the exercise period for stock acquisition rights as stipulated in
the table above and (ii) the effective date of Organizational Restructuring, and lasting until the
expiration date for the exercise of stock acquisition rights as stipulated in the table above.
Matters concerning Increases in Capital Stock and Additional Paid-in Capital in case of Issuance ofShares due to the Exercise of Stock Acquisition Rights:(i) In the event that shares are issued due to the exercise of stock acquisition rights, shareholders’equity shall be increased by half the limit for increases in common stock that are calculated inaccordance with Article 17-1 of the Japanese Company Accounting Regulations. Any amountless than one yen shall be rounded up to the nearest yen.
(ii) In the event that shares are issued due to the exercise of stock acquisition rights, additional paidin capital shall be increased by the amount remaining after deducting the increase in the limit forincrease in common stock stipulated in (i) above.
Limitation on Acquisition of Stock Acquisition Rights by Transfer:
The acquisition of stock acquisition rights by transfer shall be subject to approval by resolution of theboard.
Provisions for the Acquisition of Stock Acquisition Rights:
In the event that a general meeting of shareholders of the Company approves any of the following (or,when shareholder approval is not necessary, in the event that the board or the representative executive
officer approves of any of the following), the Company may acquire stock acquisition rights withoutcompensation on a date separately specified by the board:(i) a proposed merger agreement under which the Company is to be dissolved;(ii) a proposed corporate division agreement or plan under which the Company would be split;(iii) a proposed share transfer agreement or plan that makes the Company a wholly owned subsidiary;(iv) a proposed amendment of the Articles of Incorporation to add a provision that prescribes that theCompany, with respect to all of its issued shares, shall be required to obtain the approval of theshareholders of the Company for the acquisition of such shares by transfer; or(v) a proposed approval for an amendment of the Articles of Incorporation to add a provision thatprescribes that the Company shall be required to obtain the approval of the shareholders of theCompany for the acquisition of the shares to be issued upon the exercise of stock acquisitionrights by transfer or that the Company shall obtain all of the shares of said class by a resolution of
the general meeting of shareholders.
Other Conditions relating to the Exercise of Stock Acquisition Rights:
To be determined pursuant to Note 3 above.

（15th Stock Acquisition Rights / 16th Stock Acquisition Rights）
Date of resolution

July 31, 2015

Category and number of eligible grantees

Director of the Company

5

Director of subsidiary

25 (Note 1)

Number of stock acquisition rights
Class, description and number of shares represented by stockacquisition rights
Amount to be paid upon exercise of stock acquisition rights

6 (Note 1)

Common stock

Common stock

12,500 shares (Note 2)

3,000 shares (Note 2)

One yen per share
From September 2, 2015
until September 1, 2035

Exercise period

Issue price: 2,839 yen
Amount capitalized as common

Issue price for shares issued through the exercise of the stockacquisition rights and the amount capitalized as common stock

stock: 1,420 yen

Terms and conditions for exercising the stock acquisition rights

79(Note 3)4

Matters related to transfer of the stock acquisition rights

Subject to the approval of the Board of Directors

Matters related to the grant of stock acquisition rights
accompanying reorganization acts

(Note 4)

Above is based on information available as of the end of the current fiscal year (March 31, 2023). No change has been
made as of the end of the month preceding the filing date (May 31, 2023).
(Notes) 1. The number of shares represented by one stock acquisition right is 500 shares.
2. In the event that the Company conducts a stock split (including the free allocation of shares of common
stock of the Company; hereinafter the same) or a reverse split of its common stock, the Conversion Ratio
will be adjusted in accordance with the following formula:
Adjusted Conversion
Conversion Ratio prior to
Ratio of stock split
=
X
Ratio
adjustment
or reverse stock split
This adjustment will apply from the day following the record date in the case of a stock split and from theday on which the reverse stock split becomes effective in the case of a reverse stock split. However, in theevent that the Company conducts a stock split that is conditioned on approval at a general meeting ofshareholders of the Company of an increase in stockholders’ equity or additional paid-in capital bydecreasing the amount of surplus, and provided that the record date for such stock split is set prior to theconclusion of such general meeting of shareholders, from the day following the conclusion of such general
meeting of shareholders, the adjustment will apply retroactively from the day following the record date.
In addition to the above, the Conversion Ratio shall be reasonably adjusted as may be required inunavoidable circumstances.
Any fractional shares that result from the above adjustment will be rounded down to the nearest wholeshare.
Furthermore, in case of any adjustment of the Conversion Ratio, the Company shall make any necessary
notification or announcement to Option holders no later than the day immediately preceding the day on
which the adjusted Conversion Ratio becomes effective. However, if the Company is unable to provide
such notification or announcement by such date, the Company shall provide prompt notification or
announcement thereafter.
3. (1) Option holders may exercise their stock acquisition rights on the Date of Loss of Status; provided,
however, that in such case, such Option holder may only exercise his or her stock acquisition rights
until the earlier of (i) the expiration date of the exercise period as stipulated in the table above and (ii)the five-year anniversary of the Exercise Start Date.
(2) Notwithstanding the foregoing, during the exercise period set forth in the table above, the Option
holders may exercise their stock acquisition rights in the following cases (for item (ii), excluding thecase where the stock acquisition rights of the Surviving Company are granted to the Option holders
pursuant to Note 4 below) only during the respective periods designated below:(i) if the Exercise Start Date of the Option holder has not occurred by September 1, 2034
From September 2, 2034 until September 1, 2035.
(ii) if the general meeting of shareholders of the Company approves a merger agreement pursuant towhich the Company is to be dissolved or a stock swap agreement or share transfer plan thatmakes the Company a wholly owned subsidiary (or, in the event a resolution of the general
meeting of shareholders is not required, if a resolution of the board or determination by the chief
executive officer of the Company is passed):For 15 days from the day after the date of said approval.
(3) If an Option holder waives his or her stock acquisition rights, such Option holder may not exercise thesaid stock acquisition rights.
4. In the event that the Company conducts an Organizational Restructuring, stock acquisition rights of theSurviving Company shall be granted to each holder of the Residual Stock Acquisition Rights in accordancewith the following terms and conditions. In such case, the remaining stock acquisition rights shall becanceled, and the Surviving Company shall issue new stock acquisition rights; provided, however, that thisshall be limited to the case where the grant of stock acquisition rights of the Surviving Company pursuant
to the following conditions is stipulated in the absorption-type demerger agreement, incorporation-type80

demerger agreement, merger and spin-off agreement, new spin-off plan, stock swap agreement, or sharetransfer plan:(1) Number of Stock Acquisition Rights of the Surviving Company to be Granted:
The number of stock acquisition rights to be granted shall be equal to the number of Residual Stock
Acquisition Rights.
(2) Class of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:Common stock of the Surviving Company.
(3) Number of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:To be determined pursuant to Note 2 above after taking into consideration the terms and conditions of
the Organizational Restructuring.
(4) Amount Capitalized upon Exercise of Stock Acquisition Rights:
The amount capitalized upon the exercise of each stock acquisition right to be granted shall be theamount paid after restructuring as prescribed below multiplied by the number of shares of theSurviving Company to be issued upon the exercise of the stock acquisition rights as determined inaccordance with (3) above. The amount paid after restructuring shall be one yen per share of theSurviving Company, which may be granted upon exercise of each stock acquisition right to be
granted.
(5) Exercise Period for Stock Acquisition Rights:
From the later of (i) the starting date of the exercise period for stock acquisition rights as stipulated in
the table above and (ii) the effective date of Organizational Restructuring, and lasting until the
expiration date for the exercise of stock acquisition rights as stipulated in the table above.
(6) Matters concerning Increases in Capital Stock and Additional Paid-in Capital in case of Issuance ofShares due to the Exercise of Stock Acquisition Rights:(i) In the event that shares are issued due to the exercise of stock acquisition rights, shareholders’equity shall be increased by half the limit for increases in common stock that are calculated inaccordance with Article 17-1 of the Japanese Company Accounting Regulations. Any amountless than one yen shall be rounded up to the nearest yen.
(ii) In the event that shares are issued due to the exercise of stock acquisition rights, additional paidin capital shall be increased by the amount remaining after deducting the increase in the limit forincrease in common stock stipulated in (i) above.
(7) Limitation on Acquisition of Stock Acquisition Rights by Transfer:
The acquisition of stock acquisition rights by transfer shall be subject to approval by resolution of theboard.
(8) Provisions for the Acquisition of Stock Acquisition Rights:
In the event that a general meeting of shareholders of the Company approves any of the following (or,when shareholder approval is not necessary, in the event that the board or the representative executive
officer approves of any of the following), the Company may acquire stock acquisition rights withoutcompensation on a date separately specified by the board:(i) a proposed merger agreement under which the Company is to be dissolved;(ii) a proposed corporate division agreement or plan under which the Company would be split;(iii) a proposed share transfer agreement or plan that makes the Company a wholly owned subsidiary;(iv) a proposed amendment of the Articles of Incorporation to add a provision that prescribes that theCompany, with respect to all of its issued shares, shall be required to obtain the approval of theshareholders of the Company for the acquisition of such shares by transfer; or(v) a proposed approval for an amendment of the Articles of Incorporation to add a provision thatprescribes that the Company shall be required to obtain the approval of the shareholders of theCompany for the acquisition of the shares to be issued upon the exercise of stock acquisitionrights by transfer or that the Company shall obtain all of the shares of said class by a resolution of
the general meeting of shareholders.
(9) Other Conditions relating to the Exercise of Stock Acquisition Rights:
To be determined pursuant to Note 3 above.
81

82

（17th Stock Acquisition Rights / 18th Stock Acquisition Rights）
Date of resolution

July 29, 2016

Category and number of eligible grantees

Director of the Company

Number of stock acquisition rights
Class, description and number of shares represented by stockacquisition rights
Amount to be paid upon exercise of stock acquisition rights

4

Director of subsidiary

32 (Note 1)

15 (Note 1)

Common stock

Common stock

16,000 shares (Note 2)

7,500 shares (Note 2)

6

One yen per share
From September 2, 2016
until September 1, 2036

Exercise period

Issue price: 2,089 yen

Issue price for shares issued through the exercise of the stockacquisition rights and the amount capitalized as common stock

Amount capitalized as common
stock: 1,045 yen

Terms and conditions for exercising the stock acquisition rights(Note 3)Matters related to transfer of the stock acquisition rights

Subject to the approval of the Board of Directors

Matters related to the grant of stock acquisition rights
accompanying reorganization acts

(Note 4)

Above is based on information available as of the end of the current fiscal year (March 31, 2023). No change has been
made as of the end of the month preceding the filing date (May 31, 2023).
(Notes) 1. The number of shares represented by one stock acquisition right is 500 shares.
2. In the event that the Company conducts a stock split (including the free allocation of shares of common
stock of the Company; hereinafter the same) or a reverse split of its common stock, the Conversion Ratio
will be adjusted in accordance with the following formula:
Adjusted Conversion
Conversion Ratio prior to
Ratio of stock split
=
X
Ratio
adjustment
or reverse stock split
This adjustment will apply from the day following the record date in the case of a stock split and from theday on which the reverse stock split becomes effective in the case of a reverse stock split. However, in theevent that the Company conducts a stock split that is conditioned on approval at a general meeting ofshareholders of the Company of an increase in stockholders’ equity or additional paid-in capital bydecreasing the amount of surplus, and provided that the record date for such stock split is set prior to theconclusion of such general meeting of shareholders, from the day following the conclusion of such general
meeting of shareholders, the adjustment will apply retroactively from the day following the record date.
In addition to the above, the Conversion Ratio shall be reasonably adjusted as may be required inunavoidable circumstances.
Any fractional shares that result from the above adjustment will be rounded down to the nearest wholeshare.
Furthermore, in case of any adjustment of the Conversion Ratio, the Company shall make any necessary
notification or announcement to Option holders no later than the day immediately preceding the day on
which the adjusted Conversion Ratio becomes effective. However, if the Company is unable to provide
such notification or announcement by such date, the Company shall provide prompt notification or
announcement thereafter.
3. (1) Option holders may exercise their stock acquisition rights on the Date of Loss of Status; provided,
however, that in such case, such Option holder may only exercise his or her stock acquisition rights
until the earlier of (i) the expiration date of the exercise period as stipulated in the table above and (ii)the five-year anniversary of the Exercise Start Date.
(2) Notwithstanding the foregoing, during the exercise period set forth in the table above, the Option
holders may exercise their stock acquisition rights in the following cases (for item (ii), excluding the

83

4.

case where the stock acquisition rights of the Surviving Company are granted to the Option holders
pursuant to Note 4 below) only during the respective periods designated below:(i) if the Exercise Start Date of the Option holder has not occurred by September 1, 2035
From September 2, 2035 until September 1, 2036.
(ii) if the general meeting of shareholders of the Company approves a merger agreement pursuant towhich the Company is to be dissolved or a stock swap agreement or share transfer plan thatmakes the Company a wholly owned subsidiary (or, in the event a resolution of the general
meeting of shareholders is not required, if a resolution of the board or determination by the chief
executive officer of the Company is passed):For 15 days from the day after the date of said approval.
(3) If an Option holder waives his or her stock acquisition rights, such Option holder may not exercise thesaid stock acquisition rights.
In the event that the Company conducts an Organizational Restructuring, stock acquisition rights of theSurviving Company shall be granted to each holder of the Residual Stock Acquisition Rights in accordancewith the following terms and conditions. In such case, the remaining stock acquisition rights shall becanceled, and the Surviving Company shall issue new stock acquisition rights; provided, however, that thisshall be limited to the case where the grant of stock acquisition rights of the Surviving Company pursuant
to the following conditions is stipulated in the absorption-type demerger agreement, incorporation-typedemerger agreement, merger and spin-off agreement, new spin-off plan, stock swap agreement, or sharetransfer plan:(1) Number of Stock Acquisition Rights of the Surviving Company to be Granted:
The number of stock acquisition rights to be granted shall be equal to the number of Residual Stock
Acquisition Rights.
(2) Class of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:Common stock of the Surviving Company.
(3) Number of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:To be determined pursuant to Note 2 above after taking into consideration the terms and conditions of
the Organizational Restructuring.
(4) Amount Capitalized upon Exercise of Stock Acquisition Rights:
The amount capitalized upon the exercise of each stock acquisition right to be granted shall be theamount paid after restructuring as prescribed below multiplied by the number of shares of theSurviving Company to be issued upon the exercise of the stock acquisition rights as determined inaccordance with (3) above. The amount paid after restructuring shall be one yen per share of theSurviving Company, which may be granted upon exercise of each stock acquisition right to be
granted.
(5) Exercise Period for Stock Acquisition Rights:
From the later of (i) the starting date of the exercise period for stock acquisition rights as stipulated in
the table above and (ii) the effective date of Organizational Restructuring, and lasting until the
expiration date for the exercise of stock acquisition rights as stipulated in the table above.
(6) Matters concerning Increases in Capital Stock and Additional Paid-in Capital in case of Issuance ofShares due to the Exercise of Stock Acquisition Rights:(i) In the event that shares are issued due to the exercise of stock acquisition rights, shareholders’equity shall be increased by half the limit for increases in common stock that are calculated inaccordance with Article 17-1 of the Japanese Company Accounting Regulations. Any amountless than one yen shall be rounded up to the nearest yen.
(ii) In the event that shares are issued due to the exercise of stock acquisition rights, additional paidin capital shall be increased by the amount remaining after deducting the increase in the limit forincrease in common stock stipulated in (i) above.
(7) Limitation on Acquisition of Stock Acquisition Rights by Transfer:
The acquisition of stock acquisition rights by transfer shall be subject to approval by resolution of theboard.
84

(8)

(9)

Provisions for the Acquisition of Stock Acquisition Rights:
In the event that a general meeting of shareholders of the Company approves any of the following (or,when shareholder approval is not necessary, in the event that the board or the representative executive
officer approves of any of the following), the Company may acquire stock acquisition rights withoutcompensation on a date separately specified by the board:(i) a proposed merger agreement under which the Company is to be dissolved;(ii) a proposed corporate division agreement or plan under which the Company would be split;(iii) a proposed share transfer agreement or plan that makes the Company a wholly owned subsidiary;(iv) a proposed amendment of the Articles of Incorporation to add a provision that prescribes that theCompany, with respect to all of its issued shares, shall be required to obtain the approval of theshareholders of the Company for the acquisition of such shares by transfer; or(v) a proposed approval for an amendment of the Articles of Incorporation to add a provision thatprescribes that the Company shall be required to obtain the approval of the shareholders of theCompany for the acquisition of the shares to be issued upon the exercise of stock acquisitionrights by transfer or that the Company shall obtain all of the shares of said class by a resolution of
the general meeting of shareholders.
Other Conditions relating to the Exercise of Stock Acquisition Rights:
To be determined pursuant to Note 3 above.

（19th Stock Acquisition Rights / 20th Stock Acquisition Rights）
Date of resolution

July 31, 2017

Category and number of eligible grantees

Director of the Company

Number of stock acquisition rights
Class, description and number of shares represented by stockacquisition rights
Amount to be paid upon exercise of stock acquisition rights

4

Director of subsidiary

20 (Note 1)

9 (Note 1)

Common stock
10,000 shares (Note 2)

Common stock
4,500 shares (Note 2)

7

One yen per share
From September 2, 2017

Exercise period

until September 1, 2037
Issue price: 2,919 yen
Amount capitalized as common

Issue price for shares issued through the exercise of the stockacquisition rights and the amount capitalized as common stock

stock: 1,460 yen

Terms and conditions for exercising the stock acquisition rights
Matters related to transfer of the stock acquisition rights(Note 3)
Subject to the approval of the Board of Directors

Matters related to the grant of stock acquisition rights(Note 4)

accompanying reorganization acts

Above is based on information available as of the end of the current fiscal year (March 31, 2023). No change has been
made as of the end of the month preceding the filing date (May 31, 2023).
(Notes) 1. The number of shares represented by one stock acquisition right is 500 shares.
2. In the event that the Company conducts a stock split (including the free allocation of shares of common
stock of the Company; hereinafter the same) or a reverse split of its common stock, the Conversion Ratio
will be adjusted in accordance with the following formula:
Adjusted Conversion
Conversion Ratio prior to
Ratio of stock split
=
X
Ratio
adjustment
or reverse stock split
This adjustment will apply from the day following the record date in the case of a stock split and from theday on which the reverse stock split becomes effective in the case of a reverse stock split. However, in theevent that the Company conducts a stock split that is conditioned on approval at a general meeting ofshareholders of the Company of an increase in stockholders’ equity or additional paid-in capital by
85

3.

4.

decreasing the amount of surplus, and provided that the record date for such stock split is set prior to theconclusion of such general meeting of shareholders, from the day following the conclusion of such general
meeting of shareholders, the adjustment will apply retroactively from the day following the record date.
In addition to the above, the Conversion Ratio shall be reasonably adjusted as may be required inunavoidable circumstances.
Any fractional shares that result from the above adjustment will be rounded down to the nearest wholeshare.
Furthermore, in case of any adjustment of the Conversion Ratio, the Company shall make any necessary
notification or announcement to Option holders no later than the day immediately preceding the day on
which the adjusted Conversion Ratio becomes effective. However, if the Company is unable to provide
such notification or announcement by such date, the Company shall provide prompt notification or
announcement thereafter.
(1) Option holders may exercise their stock acquisition rights on the Date of Loss of Status; provided,
however, that in such case, such Option holder may only exercise his or her stock acquisition rights
until the earlier of (i) the expiration date of the exercise period as stipulated in the table above and (ii)the five-year anniversary of the Exercise Start Date.
(2) Notwithstanding the foregoing, during the exercise period set forth in the table above, the Option
holders may exercise their stock acquisition rights in the following cases (for item (ii), excluding thecase where the stock acquisition rights of the Surviving Company are granted to the Option holders
pursuant to Note 4 below) only during the respective periods designated below:(i) if the Exercise Start Date of the Option holder has not occurred by September 1, 2036
From September 2, 2036 until September 1, 2037.
(ii) if the general meeting of shareholders of the Company approves a merger agreement pursuant towhich the Company is to be dissolved or a stock swap agreement or share transfer plan thatmakes the Company a wholly owned subsidiary (or, in the event a resolution of the general
meeting of shareholders is not required, if a resolution of the board or determination by the chief
executive officer of the Company is passed):For 15 days from the day after the date of said approval.
(3) If an Option holder waives his or her stock acquisition rights, such Option holder may not exercise thesaid stock acquisition rights.
In the event that the Company conducts an Organizational Restructuring, stock acquisition rights of theSurviving Company shall be granted to each holder of the Residual Stock Acquisition Rights in accordancewith the following terms and conditions. In such case, the remaining stock acquisition rights shall becanceled, and the Surviving Company shall issue new stock acquisition rights; provided, however, that thisshall be limited to the case where the grant of stock acquisition rights of the Surviving Company pursuant
to the following conditions is stipulated in the absorption-type demerger agreement, incorporation-typedemerger agreement, merger and spin-off agreement, new spin-off plan, stock swap agreement, or sharetransfer plan:
(1)

(2)

(3)

(4)

Number of Stock Acquisition Rights of the Surviving Company to be Granted:
The number of stock acquisition rights to be granted shall be equal to the number of Residual Stock
Acquisition Rights.
Class of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:Common stock of the Surviving Company.
Number of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:To be determined pursuant to Note 2 above after taking into consideration the terms and conditions of
the Organizational Restructuring.
Amount Capitalized upon Exercise of Stock Acquisition Rights:
The amount capitalized upon the exercise of each stock acquisition right to be granted shall be theamount paid after restructuring as prescribed below multiplied by the number of shares of theSurviving Company to be issued upon the exercise of the stock acquisition rights as determined in
86

(5)

(6)

(7)

(8)

(9)

accordance with (3) above. The amount paid after restructuring shall be one yen per share of theSurviving Company, which may be granted upon exercise of each stock acquisition right to be
granted.
Exercise Period for Stock Acquisition Rights:
From the later of (i) the starting date of the exercise period for stock acquisition rights as stipulated in
the table above and (ii) the effective date of Organizational Restructuring, and lasting until the
expiration date for the exercise of stock acquisition rights as stipulated in the table above.
Matters concerning Increases in Capital Stock and Additional Paid-in Capital in case of Issuance ofShares due to the Exercise of Stock Acquisition Rights:(i) In the event that shares are issued due to the exercise of stock acquisition rights, shareholders’equity shall be increased by half the limit for increases in common stock that are calculated inaccordance with Article 17-1 of the Japanese Company Accounting Regulations. Any amountless than one yen shall be rounded up to the nearest yen.
(ii) In the event that shares are issued due to the exercise of stock acquisition rights, additional paidin capital shall be increased by the amount remaining after deducting the increase in the limit forincrease in common stock stipulated in (i) above.
Limitation on Acquisition of Stock Acquisition Rights by Transfer:
The acquisition of stock acquisition rights by transfer shall be subject to approval by resolution of theboard.
Provisions for the Acquisition of Stock Acquisition Rights:
In the event that a general meeting of shareholders of the Company approves any of the following (or,when shareholder approval is not necessary, in the event that the board or the representative executive
officer approves of any of the following), the Company may acquire stock acquisition rights withoutcompensation on a date separately specified by the board:(i) a proposed merger agreement under which the Company is to be dissolved;(ii) a proposed corporate division agreement or plan under which the Company would be split;(iii) a proposed share transfer agreement or plan that makes the Company a wholly owned subsidiary;(iv) a proposed amendment of the Articles of Incorporation to add a provision that prescribes that theCompany, with respect to all of its issued shares, shall be required to obtain the approval of theshareholders of the Company for the acquisition of such shares by transfer; or(v) a proposed approval for an amendment of the Articles of Incorporation to add a provision thatprescribes that the Company shall be required to obtain the approval of the shareholders of theCompany for the acquisition of the shares to be issued upon the exercise of stock acquisitionrights by transfer or that the Company shall obtain all of the shares of said class by a resolution of
the general meeting of shareholders.
Other Conditions relating to the Exercise of Stock Acquisition Rights:
To be determined pursuant to Note 3 above.

87

(21st Stock Acquisition Rights / 22nd Stock Acquisition Rights）
Date of resolution

July 20, 2018

Category and number of eligible grantees

Director of the Company

5

Director of subsidiary

Number of stock acquisition rights

126 (Note 1)

55 (Note 1)

Class, description and number of shares represented by stock

Common stock

Common stock

12,600 shares (Note 2)

5,500 shares (Note 2)

acquisition rights
Amount to be paid upon exercise of stock acquisition rights

One yen per share

Exercise period

From August 18, 2018
until August 17, 2038

5

Issue price: 3,006 yen

Issue price for shares issued through the exercise of the stockacquisition rights and the amount capitalized as common stock

Amount capitalized as common
stock: 1,503 yen

Terms and conditions for exercising the stock acquisition rights(Note 3)Matters related to transfer of the stock acquisition rights

Subject to the approval of the Board of Directors

Matters related to the grant of stock acquisition rights
accompanying reorganization acts

(Note 4)

Above is based on information available as of the end of the current fiscal year (March 31, 2023). No change has been
made as of the end of the month preceding the filing date (May 31, 2023).
(Notes) 1. The number of shares represented by one stock acquisition right is 100 shares.
2. In the event that the Company conducts a stock split (including the free allocation of shares of common
stock of the Company; hereinafter the same) or a reverse split of its common stock, the Conversion Ratio
will be adjusted in accordance with the following formula:
Adjusted Conversion
Conversion Ratio prior to
Ratio of stock split
=
X
Ratio
adjustment
or reverse stock split
This adjustment will apply from the day following the record date in the case of a stock split and from theday on which the reverse stock split becomes effective in the case of a reverse stock split. However, in theevent that the Company conducts a stock split that is conditioned on approval at a general meeting ofshareholders of the Company of an increase in stockholders’ equity or additional paid-in capital bydecreasing the amount of surplus, and provided that the record date for such stock split is set prior to theconclusion of such general meeting of shareholders, from the day following the conclusion of such general
meeting of shareholders, the adjustment will apply retroactively from the day following the record date.
In addition to the above, the Conversion Ratio shall be reasonably adjusted as may be required inunavoidable circumstances.
Any fractional shares that result from the above adjustment will be rounded down to the nearest wholeshare.
Furthermore, in case of any adjustment of the Conversion Ratio, the Company shall make any necessary
notification or announcement to Option holders no later than the day immediately preceding the day on
which the adjusted Conversion Ratio becomes effective. However, if the Company is unable to provide
such notification or announcement by such date, the Company shall provide prompt notification or
announcement thereafter.
3. (1) Option holders may exercise their stock acquisition rights on the Date of Loss of Status; provided,
however, that in such case, such Option holder may only exercise his or her stock acquisition rights
until the earlier of (i) the expiration date of the exercise period as stipulated in the table above and (ii)the five-year anniversary of the Exercise Start Date.
(2) Notwithstanding the foregoing, during the exercise period set forth in the table above, the Option
holders may exercise their stock acquisition rights in the following cases (for item (ii), excluding the

88

4.

case where the stock acquisition rights of the Surviving Company are granted to the Option holders
pursuant to Note 4 below) only during the respective periods designated below:(i) if the Exercise Start Date of the Option holder has not occurred by August 17, 2037
From August 18, 2037 until August 17, 2038.
(ii) if the general meeting of shareholders of the Company approves a merger agreement pursuant towhich the Company is to be dissolved or a stock swap agreement or share transfer plan thatmakes the Company a wholly owned subsidiary (or, in the event a resolution of the general
meeting of shareholders is not required, if a resolution of the board or determination by the chief
executive officer of the Company is passed):For 15 days from the day after the date of said approval.
(3) If an Option holder waives his or her stock acquisition rights, such Option holder may not exercise thesaid stock acquisition rights.
In the event that the Company conducts an Organizational Restructuring, stock acquisition rights of theSurviving Company shall be granted to each holder of the Residual Stock Acquisition Rights in accordancewith the following terms and conditions. In such case, the remaining stock acquisition rights shall becanceled, and the Surviving Company shall issue new stock acquisition rights; provided, however, that thisshall be limited to the case where the grant of stock acquisition rights of the Surviving Company pursuant
to the following conditions is stipulated in the absorption-type demerger agreement, incorporation-typedemerger agreement, merger and spin-off agreement, new spin-off plan, stock swap agreement, or sharetransfer plan:
(1)

(2)

(3)

(4)

(5)

(6)

(7)

Number of Stock Acquisition Rights of the Surviving Company to be Granted:
The number of stock acquisition rights to be granted shall be equal to the number of Residual Stock
Acquisition Rights.
Class of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:Common stock of the Surviving Company.
Number of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:To be determined pursuant to Note 2 above after taking into consideration the terms and conditions of
the Organizational Restructuring.
Amount Capitalized upon Exercise of Stock Acquisition Rights:
The amount capitalized upon the exercise of each stock acquisition right to be granted shall be theamount paid after restructuring as prescribed below multiplied by the number of shares of theSurviving Company to be issued upon the exercise of the stock acquisition rights as determined inaccordance with (3) above. The amount paid after restructuring shall be one yen per share of theSurviving Company, which may be granted upon exercise of each stock acquisition right to be
granted.
Exercise Period for Stock Acquisition Rights:
From the later of (i) the starting date of the exercise period for stock acquisition rights as stipulated in
the table above and (ii) the effective date of Organizational Restructuring, and lasting until the
expiration date for the exercise of stock acquisition rights as stipulated in the table above.
Matters concerning Increases in Capital Stock and Additional Paid-in Capital in case of Issuance ofShares due to the Exercise of Stock Acquisition Rights:(i) In the event that shares are issued due to the exercise of stock acquisition rights, shareholders’equity shall be increased by half the limit for increases in common stock that are calculated inaccordance with Article 17-1 of the Japanese Company Accounting Regulations. Any amountless than one yen shall be rounded up to the nearest yen.
(ii) In the event that shares are issued due to the exercise of stock acquisition rights, additional paidin capital shall be increased by the amount remaining after deducting the increase in the limit forincrease in common stock stipulated in (i) above.
Limitation on Acquisition of Stock Acquisition Rights by Transfer:
89

(8)

(9)

The acquisition of stock acquisition rights by transfer shall be subject to approval by resolution of theboard.
Provisions for the Acquisition of Stock Acquisition Rights:
In the event that a general meeting of shareholders of the Company approves any of the following (or,when shareholder approval is not necessary, in the event that the board or the representative executive
officer approves of any of the following), the Company may acquire stock acquisition rights withoutcompensation on a date separately specified by the board:(i) a proposed merger agreement under which the Company is to be dissolved;(ii) a proposed corporate division agreement or plan under which the Company would be split;(iii) a proposed share transfer agreement or plan that makes the Company a wholly owned subsidiary;(iv) a proposed amendment of the Articles of Incorporation to add a provision that prescribes that theCompany, with respect to all of its issued shares, shall be required to obtain the approval of theshareholders of the Company for the acquisition of such shares by transfer; or(v) a proposed approval for an amendment of the Articles of Incorporation to add a provision thatprescribes that the Company shall be required to obtain the approval of the shareholders of theCompany for the acquisition of the shares to be issued upon the exercise of stock acquisitionrights by transfer or that the Company shall obtain all of the shares of said class by a resolution of
the general meeting of shareholders.
Other Conditions relating to the Exercise of Stock Acquisition Rights:
To be determined pursuant to Note 3 above.

(23rd Stock Acquisition Rights / 24th Stock Acquisition Rights）
Date of resolution

June 27, 2019

Category and number of eligible grantees

Director of the Company

Number of stock acquisition rights
Class, description and number of shares represented by stockacquisition rights
Amount to be paid upon exercise of stock acquisition rights

4

Director of subsidiary6

172 (Note 1)

113 (Note 1)

Common stock
17,200 shares (Note 2)

Common stock
11,300 shares (Note 2)

One yen per share
From July 23, 2019

Exercise period

until July 22, 2039
Issue price: 2,517 yen
Amount capitalized as common

Issue price for shares issued through the exercise of the stockacquisition rights and the amount capitalized as common stock

stock: 1,259 yen

Terms and conditions for exercising the stock acquisition rights
Matters related to transfer of the stock acquisition rights(Note 3)
Subject to the approval of the Board of Directors

Matters related to the grant of stock acquisition rights(Note 4)

accompanying reorganization acts

Above is based on information available as of the end of the current fiscal year (March 31, 2023). No change has been
made as of the end of the month preceding the filing date (May 31, 2023).
(Notes) 1. The number of shares represented by one stock acquisition right is 100 shares.
2. In the event that the Company conducts a stock split (including the free allocation of shares of common
stock of the Company; hereinafter the same) or a reverse split of its common stock, the Conversion Ratio
will be adjusted in accordance with the following formula:
Adjusted Conversion
Conversion Ratio prior to
Ratio of stock split
=
X
Ratio
adjustment
or reverse stock split
This adjustment will apply from the day following the record date in the case of a stock split and from theday on which the reverse stock split becomes effective in the case of a reverse stock split. However, in the
90

3.

4.

event that the Company conducts a stock split that is conditioned on approval at a general meeting ofshareholders of the Company of an increase in stockholders’ equity or additional paid-in capital bydecreasing the amount of surplus, and provided that the record date for such stock split is set prior to theconclusion of such general meeting of shareholders, from the day following the conclusion of such general
meeting of shareholders, the adjustment will apply retroactively from the day following the record date.
In addition to the above, the Conversion Ratio shall be reasonably adjusted as may be required inunavoidable circumstances.
Any fractional shares that result from the above adjustment will be rounded down to the nearest wholeshare.
Furthermore, in case of any adjustment of the Conversion Ratio, the Company shall make any necessary
notification or announcement to Option holders no later than the day immediately preceding the day on
which the adjusted Conversion Ratio becomes effective. However, if the Company is unable to provide
such notification or announcement by such date, the Company shall provide prompt notification or
announcement thereafter.
(1) Option holders may exercise their stock acquisition rights on the Date of Loss of Status; provided,
however, that in such case, such Option holder may only exercise his or her stock acquisition rights
until the earlier of (i) the expiration date of the exercise period as stipulated in the table above and (ii)the five-year anniversary of the Exercise Start Date.
(2) Notwithstanding the foregoing, during the exercise period set forth in the table above, the Option
holders may exercise their stock acquisition rights in the following cases (for item (ii), excluding thecase where the stock acquisition rights of the Surviving Company are granted to the Option holders
pursuant to Note 4 below) only during the respective periods designated below:(i) if the Exercise Start Date of the Option holder has not occurred by July 22, 2038
From July 23, 2038 until July 22, 2039.
(ii) if the general meeting of shareholders of the Company approves a merger agreement pursuant towhich the Company is to be dissolved or a stock swap agreement or share transfer plan thatmakes the Company a wholly owned subsidiary (or, in the event a resolution of the general
meeting of shareholders is not required, if a resolution of the board or determination by the chief
executive officer of the Company is passed):For 15 days from the day after the date of said approval.
(3) If an Option holder waives his or her stock acquisition rights, such Option holder may not exercise thesaid stock acquisition rights.
In the event that the Company conducts an Organizational Restructuring, stock acquisition rights of theSurviving Company shall be granted to each holder of the Residual Stock Acquisition Rights in accordancewith the following terms and conditions. In such case, the remaining stock acquisition rights shall becanceled, and the Surviving Company shall issue new stock acquisition rights; provided, however, that thisshall be limited to the case where the grant of stock acquisition rights of the Surviving Company pursuant
to the following conditions is stipulated in the absorption-type demerger agreement, incorporation-typedemerger agreement, merger and spin-off agreement, new spin-off plan, stock swap agreement, or sharetransfer plan:
(1)

(2)

(3)

(4)

Number of Stock Acquisition Rights of the Surviving Company to be Granted:
The number of stock acquisition rights to be granted shall be equal to the number of Residual Stock
Acquisition Rights.
Class of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:Common stock of the Surviving Company.
Number of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:To be determined pursuant to Note 2 above after taking into consideration the terms and conditions of
the Organizational Restructuring.
Amount Capitalized upon Exercise of Stock Acquisition Rights:
91

(5)

(6)

(7)

(8)

(9)

The amount capitalized upon the exercise of each stock acquisition right to be granted shall be theamount paid after restructuring as prescribed below multiplied by the number of shares of theSurviving Company to be issued upon the exercise of the stock acquisition rights as determined inaccordance with (3) above. The amount paid after restructuring shall be one yen per share of theSurviving Company, which may be granted upon exercise of each stock acquisition right to be
granted.
Exercise Period for Stock Acquisition Rights:
From the later of (i) the starting date of the exercise period for stock acquisition rights as stipulated in
the table above and (ii) the effective date of Organizational Restructuring, and lasting until the
expiration date for the exercise of stock acquisition rights as stipulated in the table above.
Matters concerning Increases in Capital Stock and Additional Paid-in Capital in case of Issuance ofShares due to the Exercise of Stock Acquisition Rights:(i) In the event that shares are issued due to the exercise of stock acquisition rights, shareholders’equity shall be increased by half the limit for increases in common stock that are calculated inaccordance with Article 17-1 of the Japanese Company Accounting Regulations. Any amountless than one yen shall be rounded up to the nearest yen.
(ii) In the event that shares are issued due to the exercise of stock acquisition rights, additional paidin capital shall be increased by the amount remaining after deducting the increase in the limit forincrease in common stock stipulated in (i) above.
Limitation on Acquisition of Stock Acquisition Rights by Transfer:
The acquisition of stock acquisition rights by transfer shall be subject to approval by resolution of theboard.
Provisions for the Acquisition of Stock Acquisition Rights:
In the event that a general meeting of shareholders of the Company approves any of the following (or,when shareholder approval is not necessary, in the event that the board or the representative executive
officer approves of any of the following), the Company may acquire stock acquisition rights withoutcompensation on a date separately specified by the board:(i) a proposed merger agreement under which the Company is to be dissolved;(ii) a proposed corporate division agreement or plan under which the Company would be split;(iii) a proposed share transfer agreement or plan that makes the Company a wholly owned subsidiary;(iv) a proposed amendment of the Articles of Incorporation to add a provision that prescribes that theCompany, with respect to all of its issued shares, shall be required to obtain the approval of theshareholders of the Company for the acquisition of such shares by transfer; or(v) a proposed approval for an amendment of the Articles of Incorporation to add a provision thatprescribes that the Company shall be required to obtain the approval of the shareholders of theCompany for the acquisition of the shares to be issued upon the exercise of stock acquisitionrights by transfer or that the Company shall obtain all of the shares of said class by a resolution of
the general meeting of shareholders.
Other Conditions relating to the Exercise of Stock Acquisition Rights:
To be determined pursuant to Note 3 above.

92

(25th Stock Acquisition Rights / 26th Stock Acquisition Rights）
Date of resolution

June 26, 2020

Category and number of eligible grantees

Director of the Company

5

Director of subsidiary

6

Number of stock acquisition rights

245 (Note 1)

112 (Note 1)

Class, description and number of shares represented by stock

Common stock

Common stock

24,500 shares (Note 2)

11,200 shares (Note 2)

acquisition rights
Amount to be paid upon exercise of stock acquisition rights

One yen per share

Exercise period

From July 18, 2020
until July 17, 2040
Issue price: 1,769 yen

Issue price for shares issued through the exercise of the stockacquisition rights and the amount capitalized as common stock

Amount capitalized as common
stock: 885 yen

Terms and conditions for exercising the stock acquisition rights(Note 3)Matters related to transfer of the stock acquisition rights

Subject to the approval of the Board of Directors

Matters related to the grant of stock acquisition rights
accompanying reorganization acts

(Note 4)

Above is based on information available as of the end of the current fiscal year (March 31, 2023). No change has been
made as of the end of the month preceding the filing date (May 31, 2023).
(Note) 1. The number of shares represented by one stock acquisition right is 100 shares.
2. In the event that the Company conducts a stock split (including the free allocation of shares of common
stock of the Company; hereinafter the same) or a reverse split of its common stock, the Conversion Ratio
will be adjusted in accordance with the following formula:
Adjusted Conversion
Conversion Ratio prior to
Ratio of stock split
=
X
Ratio
adjustment
or reverse stock split
This adjustment will apply from the day following the record date in the case of a stock split and from theday on which the reverse stock split becomes effective in the case of a reverse stock split. However, in theevent that the Company conducts a stock split that is conditioned on approval at a general meeting ofshareholders of the Company of an increase in stockholders’ equity or additional paid-in capital bydecreasing the amount of surplus, and provided that the record date for such stock split is set prior to theconclusion of such general meeting of shareholders, from the day following the conclusion of such general
meeting of shareholders, the adjustment will apply retroactively from the day following the record date.
In addition to the above, the Conversion Ratio shall be reasonably adjusted as may be required inunavoidable circumstances.
Any fractional shares that result from the above adjustment will be rounded down to the nearest wholeshare.
Furthermore, in case of any adjustment of the Conversion Ratio, the Company shall make any necessary
notification or announcement to Option holders no later than the day immediately preceding the day on
which the adjusted Conversion Ratio becomes effective. However, if the Company is unable to provide
such notification or announcement by such date, the Company shall provide prompt notification or
announcement thereafter.
3. (1) Option holders may exercise their stock acquisition rights on the Date of Loss of Status; provided,
however, that in such case, such Option holder may only exercise his or her stock acquisition rights
until the earlier of (i) the expiration date of the exercise period as stipulated in the table above and (ii)the five-year anniversary of the Exercise Start Date.
(2) Notwithstanding the foregoing, during the exercise period set forth in the table above, the Option
holders may exercise their stock acquisition rights in the following cases (for item (ii), excluding the

93

4.

case where the stock acquisition rights of the Surviving Company are granted to the Option holders
pursuant to Note 4 below) only during the respective periods designated below:(i) if the Exercise Start Date of the Option holder has not occurred by July 17, 2039
From July 18, 2039 until July 17, 2040.
(ii) if the general meeting of shareholders of the Company approves a merger agreement pursuant towhich the Company is to be dissolved or a stock swap agreement or share transfer plan thatmakes the Company a wholly owned subsidiary (or, in the event a resolution of the general
meeting of shareholders is not required, if a resolution of the board or determination by the chief
executive officer of the Company is passed):For 15 days from the day after the date of said approval.
(3) If an Option holder waives his or her stock acquisition rights, such Option holder may not exercise thesaid stock acquisition rights.
In the event that the Company conducts an Organizational Restructuring, stock acquisition rights of theSurviving Company shall be granted to each holder of the Residual Stock Acquisition Rights in accordancewith the following terms and conditions. In such case, the remaining stock acquisition rights shall becanceled, and the Surviving Company shall issue new stock acquisition rights; provided, however, that thisshall be limited to the case where the grant of stock acquisition rights of the Surviving Company pursuant
to the following conditions is stipulated in the absorption-type demerger agreement, incorporation-typedemerger agreement, merger and spin-off agreement, new spin-off plan, stock swap agreement, or sharetransfer plan:
(1)

(2)

(3)

(4)

(5)

(6)

(7)

Number of Stock Acquisition Rights of the Surviving Company to be Granted:
The number of stock acquisition rights to be granted shall be equal to the number of Residual Stock
Acquisition Rights.
Class of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:Common stock of the Surviving Company.
Number of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:To be determined pursuant to Note 2 above after taking into consideration the terms and conditions of
the Organizational Restructuring.
Amount Capitalized upon Exercise of Stock Acquisition Rights:
The amount capitalized upon the exercise of each stock acquisition right to be granted shall be theamount paid after restructuring as prescribed below multiplied by the number of shares of theSurviving Company to be issued upon the exercise of the stock acquisition rights as determined inaccordance with (3) above. The amount paid after restructuring shall be one yen per share of theSurviving Company, which may be granted upon exercise of each stock acquisition right to be
granted.
Exercise Period for Stock Acquisition Rights:
From the later of (i) the starting date of the exercise period for stock acquisition rights as stipulated in
the table above and (ii) the effective date of Organizational Restructuring, and lasting until the
expiration date for the exercise of stock acquisition rights as stipulated in the table above.
Matters concerning Increases in Capital Stock and Additional Paid-in Capital in case of Issuance ofShares due to the Exercise of Stock Acquisition Rights:(i) In the event that shares are issued due to the exercise of stock acquisition rights, shareholders’equity shall be increased by half the limit for increases in common stock that are calculated inaccordance with Article 17-1 of the Japanese Company Accounting Regulations. Any amountless than one yen shall be rounded up to the nearest yen.
(ii) In the event that shares are issued due to the exercise of stock acquisition rights, additional paidin capital shall be increased by the amount remaining after deducting the increase in the limit forincrease in common stock stipulated in (i) above.
Limitation on Acquisition of Stock Acquisition Rights by Transfer:
94

(8)

(9)

The acquisition of stock acquisition rights by transfer shall be subject to approval by resolution of theboard.
Provisions for the Acquisition of Stock Acquisition Rights:
In the event that a general meeting of shareholders of the Company approves any of the following (or,when shareholder approval is not necessary, in the event that the board or the representative executive
officer approves of any of the following), the Company may acquire stock acquisition rights withoutcompensation on a date separately specified by the board:(i) a proposed merger agreement under which the Company is to be dissolved;(ii) a proposed corporate division agreement or plan under which the Company would be split;(iii) a proposed share transfer agreement or plan that makes the Company a wholly owned subsidiary;(iv) a proposed amendment of the Articles of Incorporation to add a provision that prescribes that theCompany, with respect to all of its issued shares, shall be required to obtain the approval of theshareholders of the Company for the acquisition of such shares by transfer; or(v) a proposed approval for an amendment of the Articles of Incorporation to add a provision thatprescribes that the Company shall be required to obtain the approval of the shareholders of theCompany for the acquisition of the shares to be issued upon the exercise of stock acquisitionrights by transfer or that the Company shall obtain all of the shares of said class by a resolution of
the general meeting of shareholders.
Other Conditions relating to the Exercise of Stock Acquisition Rights:
To be determined pursuant to Note 3 above.

(ⅱ) 【Right Plans】
Not applicable.
(ⅲ) 【Other Stock Acquisition Rights】
Not applicable.
(3)

Status of Exercise of Bonds with Stock Acquisition Rights containing a Clause for Exercise Price Adjustment
Not applicable.

(4)

Trends in the Total Number of Shares Issued, Common Stock, etc.
Changes in the
Total Number of
Shares Issued(Thousands ofshares)Balance of Total
Number of
Shares Issued(Thousands ofshares)Changes in
Common Stock(Millions of yen)

Balance ofCommon Stock(Millions of yen)

Changes in
Additional Paidin Capital(Millions of yen)

Balance of
Additional Paidin
Capital(Millionsof yen)May 25, 2018 (Note 1)(1,000)70,689－13,260－29,294

May 24, 2019 (Note 1)(2,100)68,589－13,260－29,294

May 25, 2020 (Note 1)(3,000)65,589－13,260－29,294

May 25, 2022 (Note 1)(1,089)64,500－13,260－29,294

Date(Notes) 1.
2.

The decrease was due to the cancellation of treasury stock.
Our Board of Directors adopted a resolution at a meeting held on May 12, 2023 regarding cancellation oftreasury stock and 3,500,000 shares of treasury stock have been cancelled as of May 26, 2023.

95

(5)

Status of Shareholders
As of March 31, 2023
Status of Shares (1 unit = 100 shares)

Category

Nationaland Local Financial Securities
Governme Institutions Companiesnts

Number ofshareholders
Number ofshares held
(units)Ratio (%)

(Notes) 1.
2.

(6)Foreign Shareholders
Other
Individuals
Foreign
Corporatio
and Othershareholders
nsother than Individuals
individuals

Total

SharesLess Than
One Unit(share)

1

41

26

179

180

18

16,347

16,792－

10

255,725

7,040

91,259108,34255

181,324

643,755

124,500

0.00

39.72

1.09

14.18

16.83

0.01

28.17

100

－

Out of the treasury stock of 6,487,185 shares, 64,871 units are included under “Individuals and Other,” and85 shares of less than one unit are included under “Shares less than One Unit.”
Shares under “Other Corporations” and “Shares less than One Unit” include 2 units and 27 shares,
respectively, held under the name of the Japan Securities Depository Center.

Status of Major Shareholders
As of March 31, 2023
Name of Shareholder

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

Address

Number of Shares
held by Shareholder(Thousands of shares)

Shareholding
Ratio (%)

2-11-3, Hamamatsucho, Minato-ku, Tokyo

5,509

9.50

1-8-12, Harumi, Chuo-ku, Tokyo

3,720

6.41

Meiji Yasuda Life Insurance Company

2-1-1, Marunouchi, Chiyoda-ku, Tokyo

3,050

5.26

The Bank of Mitsubishi UFJ,Ltd.

2-7-1, Marunouchi, Chiyoda-ku, Tokyo

2,986

5.15

The Bank of Kyoto, Ltd.

700, Yakushimae-cho, Karasuma-dori,Matsubara-agaru, Shimogyo-ku, Kyoto

2,352

4.06

The Shiga Bank, Ltd.

1-38, Hamamachi, Otsu-shi, Shiga

1,751

3.02

Nippon Life Insurance Company

1-6-6, Marunouchi, Chiyoda-ku, Tokyo(Nippon Life Insurance Securities Services)

1,569

2.71

Mitsubishi UFJ Trust and Banking
Corporation

1-4-5, Marunouchi, Chiyoda-ku, Tokyo

1,525

2.63

Asahi Kasei Corporation

1-1-2, Yurakucho, Chiyoda-ku, Tokyo

1,241

2.14

Custody Bank of Japan, Ltd. (Re-trust of
Sumitomo Mitsui Trust Bank, Limited;
Trust Account for the retirement
allowance for Toray Industries, Inc.)

1-8-12, Harumi, Chuo-ku, Tokyo

1,205

2.08

24,91042.94──────

Total(Notes) 1.

The Company is holding 6,487 thousand shares of treasury stock, which are not listed in the above list ofmajor shareholders.
2. The numbers of shares held by The Master Trust Bank of Japan, Ltd. (Trust Account), Custody Bank ofJapan, Ltd. (Trust Account) and Custody Bank of Japan, Ltd. (Re-trust of Sumitomo Mitsui Trust Bank,
Limited; Trust Account for the retirement allowance for Toray Industries, Inc.) are related to theirrespective trust services.
3. The substantial shareholding report dated November 7, 2022, filed by Nomura Securities Co., Ltd. and its
joint holder, which is publicly available, indicates that the shareholders in the below table are holding
respective number of the Company’s shares as of October 31, 2022. However, as we were unable toconfirm the actual status of the shareholdings of these shareholders as of the end of March 31, 2023, thoseshareholdings have not been reflected in the above list.
In addition, the content of such substantial shareholding report is as follows:96Name of Shareholder

Number of Shares
held by Shareholder Shareholding Ratio(Thousands of(%)
shares)Address

Nomura Securities Co., Ltd.

1-13-1, Nihonbashi, Chuo-ku, Tokyo

33

0.05

Nomura International PLC

1 Angel Lane, London EC4R 3AB, United
Kingdom

111

0.17

Nomura asset Management Co.,Ltd.

2-1-1, Toyosu, Kotou-ku, Tokyo

2,588

4.01

2,732

4.24

Total

(7)

Status of Voting Rights(i)

Shares Issued
As of March 31, 2023

3
Category
Shares without voting rights
Shares with restricted voting rights –treasury stock, etc.
Shares with restricted voting rights –other

Number of Shares(Shares)Number of Voting Rights(Units)Description

－

－

－

－

－

－

－

－

－

－

Shareholders haveunlimited standard
rights. The number ofshares constituting a unit
is 100.

Shares with full voting rights –treasury stock, etc.

(Treasury stock)
Common stock
6,487,100

Shares with full voting rights – otherCommon stock
57,888,400
Common stock
124,500

Shares less than one unit
Total number of shares issued

64,500,000

Total voting rights held by all
shareholders(Note)

578,884

Same as above.

－

Same as above.

－

－

－

578,884－

Shares under “Shares with full voting rights – other” include 200 shares held under the name of the Japan
Securities Depository Center. Also, 2 units of the voting right under the “Number of Voting Rights” are related
to the shares with full voting rights held under the name of the Japan Securities Depository Center.
(ii)

Treasury Stock, etc.
As of March 31, 2023
Number of
Shares held under
Own Name

Number of
Shares held under
the Name of
OthersTotal Number of
Shares held

Name of
Shareholder

Address(Treasury stock)
Wacoal Holdings
Corp.

29 Nakajima-cho,
Kisshoin, Minamiku, Kyoto

6,487,100－

6,487,100

10.06

Total

－

6,487,100－

6,487,100

10.06

97

Shareholding Ratio(%)

2. 【Information on Acquisition etc. of Treasury Stock】<Class of shares>
Acquisition of shares of common stock under the condition set forth in Article 155, Item 3 of the Companies Act
and acquisition of shares of common stock under the condition set forth in Article 155, Item 7 of the Companies Act(1) Acquisition of Treasury Stock based on a Resolution of General Meeting of Shareholders
Not applicable.
(2) Acquisition of Treasury Stock based on a Resolution of Board of Directors
Acquisition pursuant to Article 155, Item 3 of the Companies Act
Number of Shares(Shares)Category
Status of Resolution of Board of Directors (May 13, 2022)(Period for acquisition: From June 4, 2022 to March 24,
2023)

Total Amount (Yen)

5,500,000

10,000,000,000

Treasury stock acquired prior to the current fiscal year－－

Treasury stock acquired during the current fiscal year

3,498,900

8,033,937,600

Total number of outstanding shares resolved and total amount

2,001,100

1,966,062,400

36.4

19.7

－

－

36.4

19.7

Unexercised percentage as of the end of the current fiscal
year (%)
Treasury stock acquired during the current period
Unexercised percentage as of the filing date of this report (%)

Number of Shares(Shares)Category
Status of Resolution of Board of Directors (May 12, 2023)(Period for acquisition: From May 22, 2023 to March 22,2024)

Total Amount (Yen)

3,800,000

10,000,000,000

Treasury stock acquired prior to the current fiscal year－－

Treasury stock acquired during the current fiscal year－－

Total number of outstanding shares resolved and total amount－－Unexercised percentage as of the end of the current fiscal
year (%)－－

Treasury stock acquired during the current period－－

Unexercised percentage as of the filing date of this report (%)－－(Note)The number of shares of treasury stock acquired during the period indicated above does not include thenumber of shares of treasury stock acquired during the period from June 1, 2023 until the filing date of thisreport.

98

(3) Acquisition of Treasury Stock not based on a Resolution of Ordinary General Meeting of Shareholders or
Board of Directors
Acquisition pursuant to Article 155, Item 7 of the Companies Act
Number of Shares(Shares)Category

Total Amount (Yen)Treasury stock acquired during the current fiscal year288

651,750

Treasury stock acquired during the current period

127

327,550(Note)The number of shares of treasury stock acquired during the current period does not include the number of sharesless than one unit purchased during the period from June 1, 2023 until the filing date of this report.
Acquisition pursuant to Article 155, Item 13 of the Companies Act
Number of Shares(Shares)Category

Total Amount (Yen)Treasury stock acquired during the current fiscal year

3,966

－

Treasury stock acquired during the current period

2,450

－

(Notes) 1.
2.

(4)

Due to the acquisition of restricted stock free of charge.
The number of shares of treasury stock acquired during the current period does not include the number ofshares of restricted stock acquired free of charge during the period from June 1, 2023 until the filing date ofthis report.

Status of Disposition and Holding of Acquired Treasury Stock
Current Fiscal Year

Current Period

Category
Number of Total Disposition
Number of Total Disposition
Shares (Shares) Amount (Yen)
Shares (Shares) Amount (Yen)
Acquired treasury stock that was offered to subscribers
for subscription

－

－

－

－

1,089,042

2,862,702,160

3,500,000

8,572,208,212

－

－

－

－

Other (exercise of stock acquisition rights)

20,60051,043,400－－

Other (Restricted Stock)37,10094,901,800－－

6,487,185－

2,989,762－

Acquired treasury stock that was canceled
Acquired treasury stock that was transferred due tomerger, stock swap, stock delivery, or company split

Number of shares of treasury stock held

(Note)The number of shares of treasury stock held during the current period does not include shares less than one unit
purchased or sold during the period from June 1, 2023 until the filing date of this report.

99

3. 【Dividend Policy】
Our basic policy on profit distributions to shareholders is to make stable distributions based on consideration of
our consolidated performance, while seeking to increase our enterprise value through active investments aimed at
higher profitability and to increase net income per share.
Our basic policy is to distribute earnings twice a year in the form of interim and year-end dividends subject tothe resolutions of the Board of Directors as prescribed in our Articles of Incorporation pursuant to the provisions ofParagraph 1, Article 459 of the Companies Act.
Based on such policy, we plan to distribute a year-end dividend of 40.00 yen per share as a distribution of
earnings for the current fiscal year. As a result, the annual cash dividend per share, including an interim dividend of
40.00 yen per share, is 80.00 yen for the current fiscal year.
As for retained earnings, with the aim of improving our corporate value, we have actively invested in expanding
new points of contact with consumers for our domestic business and our overseas businesses. We also plan to use
our retained earnings in our strategic investments for maintaining competitiveness and reinforcing growth. With
these efforts, we seek to benefit our shareholders by improving future profitability.
(Note) The distribution of earnings for which record date belongs to the current fiscal year is as follows:
Total Dividend Amount(Millions of yen)

Date of Resolution
November 11, 2022
Resolution of Board of Directors’ meeting
May 12, 2023
Resolution of Board of Directors’ meeting100

Dividend Amount per Share
(Yen)

2,399

40.00

2,321

40.00

4【Corporate Governance, etc.】(1) 【Status of Corporate Governance】(ⅰ)

Fundamental Policies of Corporate Governance
The purpose and basic policy of our group’s corporate governance is to continuously enhance ourcorporate value by increasing transparency and securing the fairness and independence of our corporate
management to establish mutual confidence relationship with all stakeholders, including our shareholders,customers, employee, client and community.
Please access our website below for our Corporate Governance Guidelines, including our basic policy.
https://www.wacoalholdings.jp/en/group/governance/(ⅱ)
a.

Outline of System of Corporate Governance and Reason for Adoption of such System
Outline of System of Corporate Governance
We, as a holding company, have adopted the company with Audit & Supervisory Board system inaccordance with the Companies Act for the purpose of ensuring the corporate governance of group companies,
and have both the Board of Directors and the Audit & Supervisory Board monitor and audit the management
and operation of the Company.
In addition, we have voluntarily established the Nomination of Directors Advisory Committee andRemuneration of Directors Advisory Committee, the majority of which are composed of Independent External
Directors, as the advisory bodies to the Board of Directors.
The following diagram illustrates the outline of our corporate governance system (as of June 28, 2023).
General Meeting of Shareholders

Nomination of Directors Advisory Committee
Chaired by: External Director
Members: 5 (including 3 External Directors)

Audit

Requestrecommendation

Independent External Auditors & Directors
Meeting for the Effectiveness of Board of
Directors

Audit & Supervisory Board
Members: 5 (including 3 External Audit &Supervisory Board Members)

Submitrecommendation

Board of Directors
Members: 7 (including 5 External Directors)

Remuneration of Directors Advisory Committee
SubmitChaired by: External Director
recommendation
Members: 5 (including 3 External Directors)

Appointment
and removal

Appointment and removal of Audit &Supervisory Member

Appointment and removal of Director

Requestrecommendation

Cooperate

Secretarial Office for Audit & Supervisory Board

Evaluate/
examineBusiness execution

Audit

Supervision

Selection and dismissal

ReportRepresentative Director, President and CEO

Accounting
audit

101

ReportSubcommittee
for Human Rights,
D&I

Operating department /Group Company

Subcommittee
for CSR
Procurement

Give instructions

ReportSubcommittee
for Resource
Circulation

Subcommittee
for Carbon Neutral

Subcommittee
for Information
Security

Subcommittee
for BCP and Disaster
Control Measures

Quality Assurance
Council

Subcommittee
for Compliance

Quarterly Achievements
Review Meeting

Give instructions

Sustainability Committee

Corporate Ethics Hotline

Group Management Meeting

Management Issues
Review Meeting

Audit OfficeInternal audit

Accounting Auditor

Cooperate

Corporate Ethics and Risk
Management Committee

Key Management Committees

The members and chairpersons of the Board of Directors, the Audit & Supervisory Board and the committees
established on a voluntary basis are as follows. While the members of the Group Management Meeting, theCorporate Ethics and Risk Management Committee and the Sustainability Committee include the employees of theCompany as well as the Directors and employees of our domestic and overseas group companies, only the
Directors, Audit & Supervisory Board Members and Corporate Officers are shown below (as of June 28, 2023).
Audit &
Supervisory
Board
MeetingNominationof Directors
Advisory
Committee

Remunerationof Directors
Advisory
Committee

Independent
External
Auditors &Directors
Meeting

Group
Management
Meeting

Corporate
Ethics and
RiskManagement
Committee

Sustainability
Committee

○

☆

☆◎

◎

◎

〇

Title

Name

Board ofDirectors’Meeting

Representative
Director, President
and CEO

MasaakiYajima◎○Representative
Director, Vice
President andExecutive Officer

Akira
Miyagi○〇〇◎

External Director

Shigeru
Saito

○

○

○

〇

△

External Director

Tsunehiko
Iwai

○

◎

◎

〇

△

External Director

Chizuru
Yamauchi

○

○

○

○

△

External Director

Hisae Sato

○

○

△

External Director

Koji Nitto

○

○

△

Standing Audit &Supervisory Board
MemberShinichi
Kitagawa

□

◎

○

○

△

△

Standing Audit &Supervisory Board
MemberKatsuhiro
Okamoto

□

○

○

○

△

△

External Audit &Supervisory Board
MemberMitsuhiro
Hamamot
o

□

○

○

△

External Audit &Supervisory Board
MemberHitoshiSuzuki□○○△

External Audit &Supervisory Board
MemberMotokoTanaka□○○△Corporate Officer

Katsuya
Hirooka△Corporate Officer

AtsukoShinoduka△

Corporate Officer

Shinsuke
Fukazawa△

Corporate Officer
Corporate Officer

△

△

○

○

○

○

〇

〇

〇

〇

〇

TakuyaYoshitomi

●

●

Teruo
Fukumoto

〇

〇

〇

△

(Note) The name in the family register of Corporate Officer Ms. Atsuko Shinoduka is Ms. Atsuko Yoshimura.
(☆: supervisor, ◎ chair or chairperson, 〇 member, □ Attendee, △ observer, ● non-standing member)

102

The outline of the Board of Directors, the Audit & Supervisory Board and the committees established on a
voluntary basis is as follows:
Name
Board ofDirectors

OutlineMembers

7 members (including 5 External Directors) (and 5 Audit & Supervisory Board Members (including 3

External Audit & Supervisory Board Members))
Representative Director, President and CEO, Mr. Masaaki Yajima serves as the Chair of the Board of
Directors.

Purpose

Our Board of Directors is entrusted by shareholders and makes the best decisions based on fair judgment.
In addition, our Board of Directors exercises its supervisory function for the execution of its businessand aims to maximize corporate value.



Our Board of Directors conducts a review of our medium- to long-term management strategy and social
issues, as well as decision-making regarding material matters as stipulated in applicable laws andregulations or in our Articles of Incorporation. The Company will formulate basic policies onsustainability issues, and monitor the allocation of management resources and the implementation ofbusiness portfolio strategies to contribute to sustainable growth.

StructureIn accordance with the number of Directors as prescribed in our Articles of Incorporation, the Board of
Directors is composed of an appropriate number of Directors who are capable of performing thefunctions of the Board of Directors in the most effective and efficient manner, taking into account the

portfolio and size of business.
The Board of Directors consists of a diverse group of Directors, taking into account gender, international
experience and background, professional experience, age and other factors, while ensuring that the
Directors have the requisite balance of skills, such as knowledge, experience and expertise, each in lightof management strategies.
Independent External Directors shall include those who have management experience at othercompanies, and at least one-third of all Directors shall be Independent External Directors.

FrequencyIn principle, the ordinary meeting of the Board of Directors is held once a month, while extraordinary
meetings are convened whenever necessary.

Name
Nominationof Directors
Advisory
Committee

OutlineMembers

5 members (including 3 External Directors)
External Director Mr. Tsunehiko Iwai serves as the Chair of the Committee.

PurposeThis Committee discusses and provides recommendations to our Board of Directors on matters related
to evaluation, election, dismissal, and promotion of Directors, and on matters regarding establishment
and revisions of rules and bylaws of Directors.

Structure

Attendance and approval of all committee members is required to pass resolutions.

This Committee is composed of the following 5 members. A majority of the members the Committee
consist of Independent External Directors to enhance its independence and objectivity.
Representative Director and President, Director of Supervisor of Group Business Management, and
FrequencyIndependent External Directors (3 members)
The Committee is also attended by 1 Independent External Director as an observer.
In principle, the Committee holds meetings in July, November and January when the Board of Directors’
meetings are held, while extraordinary meetings are convened whenever necessary.

103

Name
Remunerationof Directors
Advisory
Committee

OutlineMembers
Purpose

5 members (including 3 External Directors)External Director Mr. Tsunehiko Iwai serves as the Chair of the Committee.

This Committee discusses and provides recommendations to our Board of Directors on mattersregarding performance review and remuneration of Directors, and matters regardingStructure

remuneration system of Directors.
Attendance and approval of all committee members is required to pass resolutions.
This Committee is composed of the following 5 members. A majority of the members theCommittee consist of Independent External Directors to enhance its independence andobjectivity.
Director of Supervisor of Group Business Management, Director in charge of Group PersonnelFrequency(or Corporate Officer), and Independent External Directors (3 members)
The Committee is also attended by 1 Independent External Director as an observer.
In principle, the Committee holds meetings in April, July and February when the Board of
Directors’ meetings are held, while extraordinary meetings are convened whenever necessary.

Name
Independent
External
Auditors &Directors
Meeting

OutlineMembers

Purpose

12 members (including 5 External Directors and 3 External Audit & Supervisory Board Members)

Representative Director, Vice President and Executive Officer and CFO in charge of Group Business
Management, Mr. Akira Miyagi serves as the Chair of the Committee.



The meeting attendees, mainly composed of our Independent Officers, exchange and share opinions
regarding corporate governance and our Board of Directors. The meeting attendees analyze and evaluate
the effectiveness of our Board of Directors, identify issues, compile improvement measures, and provide
recommendations to our Board of Directors.

StructureThis Meeting is composed of all External Officers (8 members of External Directors and External Audit& Supervisory Board Members), Director of Supervisor of Group Business Management, Standing
Audit & Supervisory Board Members (2 members) as well as General Manager of Corporate Planning.

FrequencyThe Meeting is held at least once a year to discuss issues and measures in aim to improve theeffectiveness of our Board of Directors.

Name
Audit &
Supervisory
Board

OutlineMembers
Purpose

5 members (including 3 External Audit & Supervisory Board Members)Standing Audit & Supervisory Board Member Mr. Shinichi Kitagawa serves as the Chair of the Board.



The Audit & Supervisory Board is entrusted by shareholders to discuss or resolve important mattersrelating to the audit and establish a high-quality corporate governance system that responds to social
trust.

Structure

The Board builds a system to enhance the effectiveness of audit by each Audit & Supervisory Board
Member.



The Company appoints a person as an Audit & Supervisor Board Member who has the appropriate
experience, ability and necessary knowledge to perform the audit function. Especially, we appoint atleast one Audit & Supervisor Board Member who has sufficient knowledge of finance and accounting.

FrequencyA majority of the members are External Audit & Supervisory Board Members.



In principle, the Board holds meeting every month prior to the ordinary meeting of the Board of
Directors, while extraordinary meetings are convened whenever necessary.

104

Name
Group
Management
Meeting

OutlineMembers
PurposeStructureFrequency

Members

8 members (Note: excluding the employees of the Company as well as the Directors and employees ofour domestic and overseas group companies)
Representative Director, Vice President and Executive Officer and CFO in charge of Group Business
Management, Mr. Akira Miyagi serves as the Chair of the Committee.
The Meeting considers matters concerning the management strategy of our group and importantmanagement issues.
The Meeting also conducts preliminary deliberations on important matters mainly related to businessexecution, prior to resolutions by the Board of Directors, from the viewpoint of legality, objectivity andrationality.
This Meeting is composed of Executive Directors who are below the Representative Director, President
and CEO, and the Standing Audit & Supervisory Board Members, as well as the Corporate Officers who
are appointed by the Chair, and the employees of the Company as well as the Directors and employees
of our domestic and overseas group companies who are responsible for execution.
In principle, the Meeting is held twice a month (early and later in the month).

Name
Corporate
Ethics and
RiskManagement
Committee

Outline
PurposeStructureFrequency

Members

Purpose

11 members (Chair and standing committee members) (in addition, 7 non-standing committee members)(Note: including the employees of the Company as well as the Directors and employees of our domestic
and overseas group companies)
Representative Director, Vice President and Executive Officer and CFO in charge of GroupManagement, Mr. Akira Miyagi serves as the Chair of the Committee.
The Committee identifies risks related to the overall management of our group, and build and strengthen
our risk management system.
This Committee prescribes the “Risk Management Basic Rules” subject to the approval of the Board of
Directors. The Committee clarifies the responsibilities by risk category pursuant to these rules, andformulates a risk management system that thoroughly and/or comprehensively controls potential risk
within our group.
This Committee promotes risk-mitigation initiatives, identifies risks, monitors the implementation ofcountermeasures, and reports the operation status of our risk management system to the Board of
Directors on a quarterly basis.
This Committee is composed of Representative Director, President and CEO, who serves as theadministrative manager, the Executive Directors, and the Corporate Officers who are appointed by the
Chair, and the employees of the Company, as well as the Directors and employees of our domestic andoverseas group companies.
In principle, the Committee holds quarterly meetings, while extraordinary meetings are convened
whenever necessary.

Name
Sustainability
Committee

Outline

StructureFrequency

6 members (Note: including the Directors of our group companies)
Representative Director, President and CEO (administrative manager), Mr. Masaaki Yajima concurrently
serves as the Chair of the Committee.
In order to accelerate our initiatives to achieve balancing “to resolve social issues” and “sustainablegrowth” through our business, this Committee formulates specific measures, monitors progress, andevaluates the status of achievement based on our basic policy on sustainability issues including climatechange, global environmental issues and human rights issues.
The Board of Directors monitors the allocation of management resources and the implementation ofstrategies related to the business portfolios to ensure that the initiatives of the Sustainable Committee
contribute to sustainable growth.
This Committee is composed of the Representative Director, President and CEO, who serves as theadministrative manager, the Executive Directors, the Corporate Officers who are appointed by the Chair,and Directors of our group companies.
The Committee broadly categorizes issues surrounding sustainability, and holds quarterly meetings, inprinciple, while extraordinary meetings are convened whenever necessary.

105

b. Reason for Adoption of such System
The Company has adopted a governance system by a “Board of Directors” composed of Directors who areexperts in each business area and External Directors with diverse careers, and an “Audit & Supervisory Board”
including External Audit & Supervisory Board Members. We, as a holding company, believe that this governancesystem is effective in supervising and auditing the execution of duties at our group companies and to realize andmaintain high-quality management.
In addition, the Nomination of Directors Advisory Committee and the Remuneration of Directors Advisory
Committee have been established as advisory bodies to the Board of Directors. The fairness, independence andobjectivity are enhanced by having a majority of both of these Committees composed of Independent External
Directors and by having an Independent External Director serve as the Chair of each of these Committees.
For the foregoing reason, we have adopted our current governance system.
c. Analysis and Evaluation on Effectiveness of Board of Directors
The Company conducts an annual evaluation on the effectiveness of the Board of Directors, and strives tocontinuously enhance the functions and effectiveness of the Board of Directors. We work on the improvement
measures for issues identified by the evaluation, and confirm the status of improvement during the evaluation of theBoard of Directors in the following fiscal year, while at the same time continuing to confirm the evaluation of thecurrent issues.
(i)Evaluation Process
Starting from the previous fiscal year (ended March 31, 2022), we have changed to a method of analyzing
and/or evaluating the effectiveness of the Board of Directors using a third-party evaluation design (including,among other things, preparation, analysis, and comparison with other companies of questionnaire survey,
identifying issues, drafting action plans).
With the aim of further improving the effectiveness of the Board of Directors from the viewpoints of“enhancing trust from stakeholders (creating social value)” and “improving organizational performance (enhancing
corporate value)”, we conduct a questionnaire survey for all Directors and Audit & Supervisory Board Members,
and conduct interviews of External Directors and External Audit & Supervisory Board Members through a thirdparty organization to gain a deeper understanding of their responses and awareness of the issues raised in theircomments. We compile improvement measures based on the analysis of such responses and issues. The
improvement measures are discussed at the Independent External Auditors & Directors Meeting andrecommendations are provided to the Board of Directors.
The evaluation items of the questionnaire survey are as follows:a. roles and/or responsibilities of the Board of Directors
b. structure of the Board of Directors
c. quality of discussions (agendas, content of materials, etc.)
d. constructive dialogues with stakeholders
The analysis and/or evaluation based on the questionnaire survey and interviews using the third-party
evaluation design is conducted every other year. During the interval year, we focus on initiatives to improve theissues identified from the questionnaire survey, while at the same time conducting evaluation through monitoringand sharing opinions at the Independent External Auditors & Directors Meeting.
(ii) Evaluation Results of Effectiveness and Progress on Initiatives for Improvement
As a result of the analyzing the responses to the questionnaire survey conducted during the previous fiscal year
(ended March 31, 2022), each evaluation item received a score higher than the standard score and we received anevaluation from a third-party vendor to the effect that our Board of Directors is generally functioning properly andits effectiveness can be confirmed

106

Evaluation Result (Issues and Concerns)
Previous
Fiscal Yeari)(endedMarch 31,

Expansion of agenda(process for reviewing medium to

Progress/Plan of Initiatives for Improvementi)long-term strategies, subsequent
reporting of matters to be resolved)

We expanded the scope of delegation of decision-making
related to business execution and improve the efficiency of theoperation of our Board of Directors, while expand the time for
confirming the progress on medium to long-term strategies

2022)

and/or investment projects, understanding the management
situation of our group companies, and sharing promotional
initiatives. We also focused on more efficient operations by
striving to provide meeting materials as early as practicable,
and by sharing discussions at the Group Management Meeting.
ii)

Commonrecognition
andequalization of roles expected fromii)

External Directors

We organized the roles expected and reviewed the skills
matrix, taking into account the key strategies of the new
medium-term management plan, whose first year starts fromthe current fiscal year (ended March 31, 2023). We also
promoted participation in meetings and projects relevant fromthe view of roles expected and utilization of skills possessedby each Director.

iii)

Clarification

of

roles

of

the

iii)

We revised the committee rules and established operational

Nomination of Directors Advisory
Committee, and improvement inguidelines for the Nomination of Directors Advisory
Committee and the Remuneration of Directors Advisorytransparency in the process ofconsidering succession and Director

Committee to clarify their roles. At the beginning of thecurrent fiscal year, we provided recommendations to ourselection and/or dismissal

Board of Directors on the annual activity plan including thematters to be considered and schedule, and thereafter, we
reported regularly to our Board of Directors, thereby striving
to improve transparency.

iv)

Improvement in input to External
Directors through store visits,iv)

expanded contacts with employees,
trainings, etc.

We visited stores and business offices to gain the better
understanding of the business and to update the current
awareness as necessary. In order to increase communicationand mutual understanding among the members of the Board of
Directors, we also held lunch meetings on a regular basis tohave open and frank conversations, while following COVID19 guidelines.

Current
Fiscal Yeari)

Allocation of more time to theconsideration of important businessi)

We have increased the number of agenda items other thandecision-making items related to business execution, such as(endedMarch 31,

matters, such as medium to long-term
strategies, and at the same time,

consideration of medium- to long-term business issues,
reporting and/or sharing important brand strategies or2023)

utilization of knowledge of External
Directors and promotion of more

promotion strategies. We also have moved forward withadvance preparation and environmental arrangement that led

active discussion at the meetings ofthe Board of Directors

to active discussion.

ii)

Further improvement in the quality ofdeliberations
based
on

ii)

We have set up an opportunity for a planned visit and/or
inspection at stores, factories and business offices including

communication with our employees
and inspection of local businessoverseas, as well as opportunities for communicating with the
Corporate Officers and managers.

offices in order to understand thereality of business conditions as well

Our plan is to further strengthen the supervisory and/or

as risks and opportunities

advisory functions of our Board of Directors by further
utilizing the knowledge of External Directors, while
continuing to implement the initiatives described above.

107

108

(iii) Other Matters regarding Corporate Governancea. Status of Internal Control System
Pursuant to the provisions of Item 6, Paragraph 4, Article 362 of the Companies Act (Authorities of Directors,etc.), we have established the following systems to ensure that the execution of duties by the Directors of theCompany complies with laws and regulations and the Articles of Incorporation, and the systems required by theapplicable Ordinance of Ministry of Justice to ensure that the business conduct of the business group comprised of
the Company and its subsidiaries is appropriate.
We will continue to improve this internal control system and will work to build a system that is more
appropriate and efficient.
System to Ensure Appropriate Business Conduct (as of March 31, 2023)(i) System to ensure that execution of duties by Directors and/or employees is in compliance with laws andregulations and the Articles of Incorporation-

To ensure that all Directors and employees of the business group comprised of the Company and its
subsidiaries (“the Wacoal Group”) comply with laws and regulations and the Articles of Incorporationand conduct business based on sound social norms, we have enacted “Wacoal Code of Ethics” and“Corporate Ethics and Wacoal Standards of Conduct”.

-

We have established a Corporate Ethics and Risk Management Committee, for which ourRepresentative Director, President and CEO acts as the administrative manager and our Representative
Director, Vice President and Executive Officer and CFO in charge of Group Business Management
acts as the chairperson, in order to improve our system of compliance, to consider any complianceissues which may have a material impact on the Wacoal Group, to enhance awareness andenlightenment on corporate ethics and to effectively promote control of any management risks on the
Wacoal Group.

-

We have established a system under which our legal/compliance department could be promptly
notified if a Director and/or employee of the Wacoal Group becomes aware of a compliance issue
which may have violated the “Wacoal Code of Ethics” or the “Corporate Ethics and Wacoal Standardsof Conduct”, or of any other compliance issues. The system includes an internal alert system(corporate ethics hotline to the legal/compliance department and an external law firm) in which, after
being notified and/or alerted, the legal/compliance department conducts an investigation andformulates preventive measures after discussions with the related department. If the issue is critical,
the legal/compliance department will refer the matter to the Corporate Ethics and Risk Management
Committee and will report the results of its deliberation to the Board of Directors and/or Audit &Supervisory Board.

-

The “Corporate Ethics and Wacoal Standards of Conduct” prescribes that Directors and employees
shall firmly refuse to comply with demands of antisocial forces. In order to handle unjust demands ofantisocial forces, we cooperate with outside specialized institutions, collect and/or control information
related to antisocial forces and are building an internal system.

(ii) System concerning the Storage and Management of Information related to Execution of Duties by Directors-

With the approval of the Board of Directors, we have enacted “Document Management Rules”
pursuant to which we store the following documents (including electromagnetic records, hereafter thesame) along with any related materials:*Minutes of the general meeting of shareholders, minutes of the Board of Directors’ meetings, minutesof the Group Management Meeting, documents for which a Director is the final decision maker andany other documents prescribed in the “Document Management Rules”-

The retention period and the place for storage of the documents prescribed in the preceding paragraphshall be subject to the “Document Management Rules”, but such retention period shall be at least 10
109

years. The Directors and Audit & Supervisory Board Members shall have access to these documents at
all times.
(iii) Rules and Other Systems concerning Risk Management of Losses-

In order to understand the management risk within the Wacoal Group in general and to improve and/or
strengthen our risk management system, we have established a Corporate Ethics and Risk Management
Committee, for which our Representative Director, President and CEO acts as the administrative
manager and our Representative Director, Vice President and Executive Officer and CFO in charge ofGroup Business Management acts as the chairperson.

-

The Corporate Ethics and Risk Management Committee prescribes “Risk Management Basic Rules”,
subject to the approval of the Board of Directors, which form the basis for our risk management
system. The Corporate Ethics and Risk Management Committee clarifies the responsibilities by risk
category pursuant to these rules, and formulates a risk management system that thoroughly and/or
comprehensively controls potential risk within the Wacoal Group.

-

The Corporate Ethics and Risk Management Committee regularly reports on the operations of the
Wacoal Group’s risk management system to the Board of Directors.

-

In order to formulate our basic policy on issues related to sustainability surrounding the Wacoal Group,
we have established a Sustainability Committee, for which our Representative Director, President andCEO acts as the administrative manager, and our Corporate Officer in charge of sustainability
management acts as the chairperson.

-

The Sustainability Committee meets regularly on the same day as a meeting of the Board of Directors
is held, to formulate specific measures, monitor progress, and evaluate the status of achievement basedon our basic policy on sustainability issues including climate change, global environmental issues andhuman rights issues.

-

The Board of Directors overseas the implementation of strategies related to the allocation ofmanagement resources and the business portfolios to ensure that the initiatives of the Sustainability
Committee contribute to sustainable growth.

(iv) System to Ensure Effective Execution of Duties by Directors-

The Board of Directors consists of a diverse group of Directors, taking into account gender,international experience and background, professional experience, age and other factors, while
ensuring that the Directors have the requisite balance of skills, such as knowledge, experience andexpertise, each in light of management strategies.

-

Independent External Directors shall include those who have management experience at othercompanies, and in order to enhance appropriate decision-making by our Directors, at least one-third of
all Directors shall be independent External Directors.

-

In addition to decision-making on significant matters as stipulated in the applicable laws andregulations and/or our Articles of Incorporation, the Board of Directors formulates a management plan
to be shared by the Directors and/or employees within the Wacoal Group based on consideration of
medium- to long-term management strategies and social issues, directs courses of action andperformance targets in the medium to short-term that are consistent with this plan and supervise theprogress of its implementation.

-

The Group Management Meeting is responsible for the group’s management strategies and otherimportant management issues under the medium- to long-term management strategies determined by
the Board of Directors.

110

-

We will follow the business results of each Wacoal Group company on a monthly basis and reportback to the Board of Directors. In addition, we discuss our business plan at the Management Issues
Review Meeting, and hold quarterly meetings of the Quarterly Achievements Review Meeting, inwhich we review and confirm the quarterly business results and the implementation of measures andpolicies, and consider enhancement measures as may be necessary.

-In the specified wholly owned subsidiaries of the group, we establish appropriate and efficient system
by delegating authority and clarifying responsibilities through the executive officer system.

(v) System to Ensure Appropriate Business Conduct within Group Companies-

We have enacted our “Group Management Rules”, which prescribes basic policies regarding themanagement of Group companies and matters to be decided by our Board of Directors, as well as
matters to be reported to the Company and manages our Group companies in accordance with therules.

-

We conduct any intercompany transaction fairly in compliance with laws and regulations, accounting
principles and the tax system.

-

Our audit office will conduct audits of operations within the Wacoal Group, including audits of theestablishment and/or operation of our compliance system and risk management system, and will report
the results of its audits to the Board of Directors and the responsible departments and give guidance
and/or advice related to the above to Group companies to ensure appropriate conduct of business.

-

Our foreign subsidiaries will comply with the laws and regulations of their respective home countries
and will adopt a system that is in line with our policies to the extent reasonable.

(vi) Matters concerning Assistants to Audit & Supervisory Board Members-

Audit & Supervisory Board Members may appoint employees of the Company as their assistants who
are to assist the duties of the Audit & Supervisory Board Members.

-

Such assistants shall serve on a full-time basis. In order to ensure the effectiveness and independenceof such assistants, decisions on personal affairs, including appointment, evaluation, relocation anddiscipline of such assistants will be subject to the consent of the Audit & Supervisory Board Members.

(vii) Reporting System of Directors and Employees to the Audit & Supervisory Board Members and Other
Systems related to the report to Audit & Supervisory Board Members-

Directors of the Wacoal Group shall promptly report to the Audit & Supervisory Board Members ifthey become aware of a material fact that violates the applicable laws and regulations and/or Articles
of Incorporation of each company, misconduct or a fact that may cause significant damage to any
company of the Wacoal Group.

-

Employees of the Wacoal Group may directly report to the Audit & Supervisory Board Members ifthey become aware of a material fact that violates the applicable laws and regulations and/or Articles
of Incorporation of each company, misconduct or a fact that may cause significant damage to any
company of the Wacoal Group. Any employee who makes such report will not be at a disadvantage
for the reason of making such report.

-

Through the reporting of the following matters in addition to statutory matters to the Audit &Supervisory Board Members by Directors and employees of the Wacoal Group, we strive to have the
Audit & Supervisory Board Members audit conducted effectively.

111

Matters referred to the Group Management Meeting
Monthly and quarterly Group management conditions
Results of audits of operations
The condition of our internal alert system
Other significant matters(viii) Other Systems to ensure Effective Audit by Audit & Supervisory Board Members-

The majority of the Audit & Supervisory Board Members of the Company will be independent
External Audit & Supervisory Board Members to enhance the transparency and neutrality of audit.

-

The Audit & Supervisory Board Members may order employees who belong to the audit office toperform any tasks that are required to provide their services. In addition, the Audit & Supervisory
Board Members may request the Company for reimbursement of expenses incurred for performing
their duties.

-

Audit & Supervisory Board Members will attend meetings of the Board of Directors and may also
attend other primary meetings of the Wacoal Group.

-

The Audit & Supervisory Board Members will regularly meet with the audit office and the Accounting
Auditor to receive reports and to exchange opinions.

-

The Audit & Supervisory Board may consult legal counsel, certified public accountants, consultants orother outside advisors as it deems necessary.

Outline of Operation of our “System to ensure Appropriate Business Conduct”(i) System to ensure that execution of duties by Directors and/or employees is in compliance with laws andregulations and the Company’s Articles of Incorporation-

In order to specifically develop and operate our compliance system, we have established a
Subcommittee for Compliance under the Corporate Ethics and Risk Management Committee. The
Subcommittee for Compliance holds quarterly meetings, and discusses and reviews awareness ofcompliance and matters reported to us through the internal alert system.

-

Our legal/compliance department continues to provide level-specific group education and e-learning
programs as part of our educational activities on compliance for our employees, and has also launchedperiodic compliance newsletters starting from the fiscal year ended March 31, 2023. We have been
making step-by-step efforts to provide compliance awareness training, carry out third-party compliancereview, and expand the operation of the Corporate Ethics Hotline for our overseas subsidiaries.

(ii) System concerning the Storage and Management of Information related to Execution of Duties by Directors-

Documents prescribed in the “Document Management Rules” have been properly stored in accordancewith the “Document Management Rules” and the Directors and Audit & Supervisory Board Members
have access to these documents on a timely basis.

(iii) Rules and Other Systems concerning Risk Management of Losses-

In accordance with the “Risk Management Basic Rules”, the Corporate Ethics and Risk Management
Committee conducts a scoring evaluation of risks extracted from each risk management organization it
designates from the perspective of likelihood of occurrence and degree of impact by using the“Business Risk Evaluation Sheet”. Risk items that are evaluated as having a significant potential
impact on the management of the Wacoal Group are submitted to the Board of Directors on a yearlybasis for decision as “Group’s Materials Risks”.

112

-

Accordingly, the Corporate Ethics and Risk Management Committee promotes risk-mitigation
initiatives, identifies risks, monitors the implementation of countermeasures, and reports to the Boardof Directors on a quarterly basis and on an ad hoc basis as necessary. The Corporate Ethics and Risk
Management Committee met 6 times in June, July, September, December, January and March during
the fiscal year ended March 31, 2023.

-

In the fiscal year ended March 31, 2023, we have established a new Sustainability Committee toaccelerate our initiatives to achieve balancing “to resolve social issues” and “sustainable growth”
through our business. The Sustainability Committee regularly meets on the same day as a meeting of
the Board of Directors is held, monitors progress of specific initiatives with respect to issues
surrounding sustainability and evaluates achievements. The Sustainability Committee met 7 times inMay, August, September, November, December, February, and March during the fiscal year ended
March 31, 2023.

(iv) System to ensure Effective Execution of Duties by Directors-

We engage in highly transparent decision-making by appointing 5 Independent External Directors
among our 7 Directors.

-

Based on the medium- to long-term management strategies of the Wacoal Group, the persons
responsible for business execution (our Directors (excluding External Directors) and Executive
Officers) fully deliberate important management issues through the Management Issues Review
Meeting and the Group Management Meeting, which are followed by a meeting of the Board of
Directors to consider and make decisions on the management plan of the Wacoal Group for the fiscal
year ending March 2024.

-

We hold quarterly meetings of the Quarterly Achievements Review Meeting, to confirm the businessresults and implementation of measures, and implement remedial measures as necessary.

(v) System to ensure Appropriate Business Conduct within Group Companies-

Matters to be decided and reported by our subsidiaries are appropriately managed in accordance withthe “Group Management Rules”.

-

Our audit office develops an audit plan for each fiscal year and conducts audits on the operation andinternal controls of the Company and our domestic and overseas subsidiaries.

(vi) Matters concerning Assistants to Audit & Supervisory Board Members-

Our audit office assists the duties of the Audit & Supervisory Board Members upon their request fromtime to time. Audit & Supervisory Board Members have not requested or appointed any assistant for
their duties.

(vii) Reporting System of Directors and Employees to the Audit & Supervisory Board Members and Other
Systems related to the report to Audit & Supervisory Board Members-

The Audit & Supervisory Board Members attend primary meetings and receive reports on matters thatare discussed and on the management condition-

The Audit & Supervisory Board Members also receive reports, from time to time, on the results ofaudits on the operation by the audit office and matters reported through the internal alert system.

(viii) Other Systems to ensure Effective Audits by Audit & Supervisory Board Members-

We enhance the effectiveness of audit by appointing 3 Independent External Audit & Supervisory
Board Members among the 5 Audit & Supervisory Board Members.
113

-

The Company reimburses any and all expenses incurred by the Audit & Supervisory Board Members
for performing their duties.

-

The Audit & Supervisory Board Members attend meetings of the Board of Directors and otherimportant meetings, conduct hearings with the Directors and also visit our subsidiaries to conduct
audits. In addition, the Audit & Supervisory Board Members preside at Audit & Supervisory Board
Group Meetings and receive periodic reports from the Audit & Supervisory Board Members of thedomestic subsidiaries.

-

The Audit & Supervisory Board Members, regularly and whenever necessary, exchange informationand opinions with the Accounting Auditor and the audit office.

b.

Matters Concerning Limitation of Liability Agreements with External Directors and External Audit &Supervisory Board Members
Pursuant to the provisions of Paragraph 1, Article 427 of the Companies Act and our Articles ofIncorporation, the Company has executed an agreement with its Directors (excluding executive directors, etc.)
and Audit & Supervisory Board Members to bear their liability for damages as stipulated in Paragraph 1, Article
423 of the Companies Act up to the minimum amount stipulated in Paragraph 1, Article 425 of the Companies
Act.
Outline of Directors’ and Officers’ Liabilities Insurance
The Company maintains directors’ and officers’ liabilities insurance as stipulated in the provisions ofParagraph 1, Article 430-3 of the Companies Act with an insurance company to cover the insured’s losses andlosses incurred from disputes, etc. The scope of the insured under this insurance policy is all of the officers (i.e.,
Directors and Audit & Supervisory Board Members) of the Company, all of the officers of our domestic
consolidated subsidiaries, including Wacoal Corp., as well as the officers who are Japanese nationals and on
secondment to our overseas subsidiaries and affiliated companies. The insured does not bear the premiums.
Provided, however, that in order to ensure that the appropriate conduct of the insured when performing
their duties is maintained, this insurance policy will not cover the insured’s losses related to activities engaged
while being aware of violations of the laws and regulations.
c.

d. Number of Directors
Our Articles of Incorporation prescribe that the number of Directors of the Company shall be not morethan 8.
e.

Requirement for Appointment of Directors
Our Articles of Incorporation prescribe that resolutions to appoint Directors shall be made by a majority
vote of the voting rights of shareholders present at a General Meeting of Shareholders, where such shareholders
present shall hold shares representing one-third or more of the voting rights of all shareholders who are entitled
to exercise such voting rights and that resolutions to appoint Directors shall not be adopted by cumulative
voting.
f.

Matters to be Resolved at the General Meeting of Shareholders that can be Resolved by the Board of
Directors(i) Acquisition of Treasury Stock
Our Articles of Incorporation prescribes that the Company may acquire treasury stock by resolutionof the Board of Directors pursuant to Paragraph 2, Article 165 of the Companies Act in order toimplement a flexible capital policy and return profits to the shareholders.
(ii) Decision-Making Body for Distribution of Earnings, etc.
Our Articles of Incorporation prescribe that matters set out in each Item of Paragraph 1, Article 459
of the Companies Act (including the matters concerning distribution of earnings) shall be
determined by a resolution of the Board of Directors, unless otherwise provided for in any laws or
regulations, for the purpose of performing an expeditious profit return to our shareholders.
114

g. Requirement for Special Resolutions at General Meeting of Shareholders
Our Articles of Incorporation prescribe that a resolution as stipulated in Paragraph 2, Article 309 of theCompanies Act shall be adopted by a two-thirds majority of the voting rights held by the shareholders present at
the General Meeting of Shareholders, who shall represent one-third or more of the total number of voting rightsof the shareholders who are entitled to exercise such voting rights.
(ⅰv)

Status of Activity of Board of Directors, Nomination of Directors Advisory Committee andRemuneration of Directors Advisory Committee (Fiscal Year ended March 31, 2023)
The following table shows the members and chairpersons of the Board of Directors, the Nomination of
Directors Advisory Committee and the Remuneration of Directors Advisory Committee, as well as their
meetings and attendance record for the fiscal year ended March 31, 2023:

Meeting
AttendanceNominationof Directors
Advisory
Committee

Meeting
AttendanceRemunerationof Directors
Advisory
Committee

Meeting
Attendance

Title

Name

Board ofDirectors

Representative
Director,
President and CEO

Hironobu
Yasuhara◎

17/17(100%)○

8/8(100%)

Representative
Director,
Vice
President
andExecutive Officer

Akira
Miyagi○

17/17(100%)○

8/8(100%)○

7/7(100%)

Director,
Executive
Corporate Officer

MasaakiYajima○13/13(100%)

External Director

MadokaMayuzumi

○

16/17
(94%)

○

7/8
(88%)

○

5/7
(71%)

External Director

Shigeru
Saito

○

17/17
(100%)

○

6/8
(75%)

○

5/7
(71%)

External Director

Tsunehiko
Iwai

○

17/17
(100%)◎

8/8(100%)◎

7/7(100%)

Standing
Audit&
Supervisory Board Member

Shinichi
Kitagawa□

17/17(100%)

Standing
Audit&
Supervisory Board Member

Katsuhiro
Okamoto□

17/17(100%)

External Standing Audit &Supervisory Board Member

HiroshiShirai□

17/17(100%)

External Standing Audit &Supervisory Board Member

Mitsuhiro
Hamamoto□

17/17(100%)

External Standing Audit &Supervisory Board Member

MinoruShimada□17/17(100%)

Corporate Officer

Katsuya
Hirooka△Corporate Officer

Takahiko
Hasegawa△

Corporate Officer

Yasuo
Kamoshita△

Corporate Officer

Kazuhiro
Shibahara△

Corporate Officer

HiroshiImai

Corporate Officer

Shuji
Morimoto

Corporate Officer

AtsukoShinoduka

△

△

○

7/7
(100%)(◎ chair or chairperson, 〇 member, □ Attendee, △ observer)

115

a.

Activities of Board of Directors

Name

Board ofMatters to be Discussed and Considered

In addition to the matters as prescribed by laws and regulations and the Articles of Incorporation,all important matters related to our business are discussed.
The following matters were mainly discussed and considered during the fiscal year ended Marchi)31, 2023.
Corporate GovernanceDirectors

In order to clarify the roles of the Nomination of Directors Advisory Committee and theRemuneration of Directors Advisory Committee, which is one of the issues that we have raised to
improve the effectiveness of the Board of Directors, we discussed the details of revision of theCommittee rules and establishment of operational guidelines which were submitted by theseCommittees. We will oversee the proper operation of the Board of Directors in accordance withthe annual activity plan, including the structure of the Board of Directors and formulation of skills
matrix established in the operational guidelines for the Nomination of Directors Advisory
Committee.
ii)

Sustainability
We received reports from the Sustainability Committee on business risks and opportunities related
to climate change (response to TCFD), issues related to sustainability such as CSR procurement
and ensuring diversity including promotion of activities by women, as well as a plan for initiatives
by our group. At the same time, we also received and confirmed updates on progress on a regularbasis. We will continue to oversee the allocation of management resources and implementation ofiii)

strategies related to business portfolio in order to achieve specific performance goals.
Corporate Ethics and Risk Management
The Corporate Ethics and Risk Management Committee conducts a scoring evaluation of potential
risks related to business environment and/or business strategies, and operational risks from theperspective of their likelihood of occurrence and impact of such risks. The risk items that areevaluated as having a significant potential impact on the management of our group, are annuallyreviewed based on the recommendations of the Corporate Ethics and Risk Management Committee
and determined as the Group’s Material Risk. Subsequently, we received reports on a regular basis
to ensure that the initiatives to mitigate risks are being appropriately implemented, including
responses to incidents of operational risk that occurred unexpectedly during the fiscal year ended

iv)

March 31, 2023, and monitored measures to prevent recurrence.
Medium- to Long-Term Business Strategies
We discussed whether the business strategies, including strategies and plans for entering new
business, directions for achieving discontinuous growth in our domestic and overseas businesses,
brand strategies for our core brand products, and responses to social issues, are appropriately
formulated and/or implemented based on the business environment and competitive advantages.
We will continue to aim to maximize our corporate value, and confirm the effectiveness of ourstrategies and status of progress of our plans. We will also deepen our discussions on fundamentalv)

initiatives to achieve sustainable growth.
Capital Efficiency
In order to reevaluate our business portfolios and achieve an appropriate reallocation ofmanagement resources, we have made decisions to reorganize our domestic business office and towithdraw from our underperforming business in China. We will continue to look into the issues
related to improvement of capital profitability.



In addition to the above, reports are made from the Director and Corporate Officer monthly on thestatus of execution and deliberations at the Group Management Meeting.

116

Numberof
Meetings
Held

17

b.

Activities of Nomination of Directors Advisory Committee

Name

Matters to be Discussed and Considered

Nomination ofWe held a meeting to discuss the roles expected from the Directors, formulated skills matrix
based on such roles, and confirmed personnel requirements, the details of which were reported
at a meeting of the Board of Directors held in May 2022.

Directors
AdvisoryCommittee

Numberof
Meetings
Held
8

We have revised the bylaws of Directors as well as the rules of this Committee, established theoperational guidelines of this Committee, the details of which were reported at a meeting of theBoard of Directors held in May 2022. We also reported on our annual activity plan (initial draft
and considerations on whether to continue) in May 2022.

We held a meeting to discuss the annual activity plan of this Committee, looking ahead to June
2023, the details of which was reported at a meeting of the Board of Directors held in August



2022.
We held multiple meetings to discuss on evaluation system for our Directors, the details of which

were reported at a meeting of the Board of Directors held in November 2022.
We held a meeting to discuss the change and business assignments of Directors, the details of

which were reported at a meeting of the Board of Directors held in November 2022.
We held multiple meetings to discuss the structure for the Board of Directors after June 2023,
considering the appropriateness of skills balance using matrix, ensuring diversity, careersummary of candidates and reason for nomination, the details of which were reported at ameeting of the Board of Directors held in February 2023.
We held a meeting to discuss the review of bylaws of Directors, the details of which were reported
at a meeting of the Board of Directors held in March 2023.

c.

Activities of Remuneration of Directors Advisory Committee

Name

Remunerationof Directors

Matters to be Discussed and Considered

Advisory
Committee

The amount of performance-based bonus payable based on the business performance of theprevious fiscal year (ended March 31, 2022) was reported at a meeting of the Board of Directors
held in May 2022. In addition, this Committee held a meeting to discuss the current issues anddirection of the review of the remuneration system for Directors, the details of which were

reported in May 2022.
We have revised the rules of this Committee and established the operational guidelines of thisCommittee, the details of which were reported at a meeting of the Board of Directors held in May.
We also reported on our annual activity plan (initial draft and considerations on whether tocontinue) in May 2022.
We held a meeting to discuss the annual activity plan of this Committee, looking ahead to June
2023, the details of which was reported at a meeting of the Board of Directors held in August
2022.



We exchanged opinions and ongoing discussions about the current issues and improvements
related to the remuneration system for Directors. We deliberated a proposal for remuneration for
the fiscal year ending March 31, 2024 which is linked to the restructuring of the evaluation system
for the Directors, the details of which were reported at the meeting of Board of Directors held inNovember 2022.
We confirmed the direction of the amount of performance-based bonus payable based on the
projected performance for the current fiscal year (ended March 31, 2023).

117

Numberof
Meetings
Held7

(2)【Directors and Audit & Supervisory Board Members】(i) List of Officers
Male: 9 persons
Female: 3 persons (which accounted for 25.0% of the total number of directors and audit & supervisoryboard members)
Title

Name

Date of BirthBusiness Experience and Position(s) and Office(s)Mar. 1984
Jun. 2004
Apr. 2007
Sep. 2008

Representative
Director,
President andCEO

MasaakiYajimaSep. 30,1960

Apr. 2011

Corporate Officer, Wacoal Corp.

Apr. 2016
Apr. 2018

Apr. 2022
Jun. 2022

Director, Executive Corporate Officer of the Company

May 2023

Director, Executive Corporate Officer and Head of Global
Operations Division of the Company

Jun. 2023

Representative Director, President and CEO of the Company(current position)

Mar. 1984

Joined the Company

Apr. 2011

Oct. 18,1960

Corporate Officer and Head of Technology & Manufacturing
Division, Wacoal Corp.
Director, Corporate Officer and Head of Technology &Manufacturing Division, Wacoal Corp.
Director, Executive Corporate Officer and Head of Wholesale
Division, Wacoal Corp.
Director, Executive Corporate Officer and Head of Global
Operations Division, Wacoal Corp.
Director and Executive Corporate Officer, Wacoal Corp.
Head of Global Operations Division of the Company
Director and Executive Corporate Officer, and Head of Global
Operations Division of the Company

Apr. 2023

Oct. 2007

Akira
Miyagi

Director and President, Wacoal International Hong Kong Co.,Ltd.
Head of Sales Group, International Operations Division,Wacoal Corp.
Director and Deputy General Manager, Wacoal China Co.,Ltd.
Director and General Manager, Wacoal China Co., Ltd.

Apr. 2021

Representative
Director, Vice
President andExecutive
OfficerJoined the Company

Apr. 2009

Apr. 2015

General Manager of Corporate Planning of the Company

Apr. 2017

Corporate Officer of Wacoal Corp.

Jun. 2019
Apr. 2020
Jun. 2021
Jun. 2022

Dec. 2022

Note 1

81

General Manager of Business Management and Administrationof Wacoal Brand Operation Division of Wacoal Corp.
Director and Deputy General Manager of Wacoal China Co.,Ltd.

Apr. 2014

Jun. 2018

Number of
Office Shares Owned
Term (Hundreds ofshares)Director and General Manager of Corporate Planning of theCompany
Note 1
Executive Director and General Manager of Corporate Planningof the Company
Director, Executive Corporate and Officer in charge of Group
Finance of the Company
Director, Executive Corporate and Officer in charge of Group
Business Management of the Company
Director, Vice President, Executive Officer and CFO in chargeof Group Business Management of the Company
Representative Director, Vice President and Executive Officer
and CFO in charge of Group Business Management (current
position)

118

109

TitleDirector

Name

Shigeru
Saito

Date of Birth

Jan. 26, 1957

Business Experience and Position(s) and Office(s)Nov. 1979

Joined Tose Co., Ltd.
General Manager of Development Department

Oct. 1985

Director of TOSE CO., LTD.

Feb. 1987

Representative Director and President of TOSE CO., LTD.

Sep. 2004
Dec. 2015
Jun. 2017

Director of the Company (current position)

Apr. 1979

Joined Shiseido Co., Ltd.

Apr. 2002
Apr. 2008
Director

Tsunehiko
Iwai

May 28, 1953
Jun. 2014

Jan. 2016

Senior Advisor, Shiseido Co., Ltd.

Jun. 2018

Director of the Company (current position)

Apr. 1975

Joined Nippon Life Insurance Company

Mar. 2014
Mar. 2015

Mar. 2019
Chizuru
Yamauchi

General Manager of Product Commercialization, Planning
Department, Shiseido Co., Ltd.
Corporate Officer, General Manager of Technical Department,
Shiseido Co., Ltd.
Director, Corporate Executive Officer in charge of Research &Development, Production and Technical Affairs, Shiseido Co.,
Ltd.
Representative Director, Executive Vice President Chief
Technology & Innovation Officer, Shiseido Co., Ltd.

Mar. 2018

Mar. 2009

Director

Representative Director and President, and CEO of TOSE
CO., LTD.
Representative Director and Chairperson, and CEO of TOSE
CO., LTD. (current position)

Feb. 25, 1957

Jul. 2019

May 2021

Head of Kagayaki Promotion Office, Nippon Life Insurance
Company
General Manager, Service Planning Dept., Nippon Life
Insurance Company
Executive Officer, General Manager, CSR Promotion Dept.,
Nippon Life Insurance Company
Managing Executive Officer, Health & Productivity
Management Promotion Division Manager, Nippon Life
Insurance Company
Director and Managing Executive Officer, Health &Productivity Management Promotion Division Manager,
Olympic & Paralympic Games Promotion Dept., Public
Affairs Dept., CSR Promotion Dept., Health Management
Dept., Nippon Life Insurance Company
Chair, Diversity and Inclusion Sub Committee, Labor Policy
Committee,Kansai Economic Federation

Mar. 2022

Director, Nippon Life Insurance Company

Jun. 2023

Director of the Company (current position)

119

Number of
Office Shares Owned
Term (Hundreds ofshares)

Note 122

Note 1－

Note 1－

TitleNameBusiness Experience and Position(s) and Office(s)Date of Birth

Apr. 1985
Sep. 1997

Feb. 2004

Sep. 2005

Director

Hisae
Sato

Oct. 16, 1961

Apr. 2008

Jun. 2017

Trustee, International Christian University (current position)

Jun. 2023
Apr. 1983
Jun. 2011
Apr. 2013
Koji
Nitto

Feb. 1, 1961

Apr. 2014
Jun. 2014
Apr. 2017

Shinichi
Kitagawa

Dec. 29, 1962

Joined Tateisi Electric Manufacturing Co., (current “OMRONCorporation”)
Executive Officer, Senior General Manager, Global Resource
Management HQ, OMRON Corporation
Managing Executive Officer, Senior General Manager, Global
SCM and IT Innovation HQ, OMRON Corporation
Senior Managing Executive Officer, Global Strategy HQ,OMRON Corporation
Director, Senior Managing Executive Officer, Global Strategy
HQ, OMRON Corporation
Director, Senior Managing Executive Officer, Chief Financial
Officer (CFO), Global Strategy HQ, OMRON Corporation

Jun. 2023

Director of the Company (current position)

Mar. 1985

Joined the Company

Head of IR/Public Relations Officer of the Company.

Apr. 2018

General Manager of Accounting Department of the Company

Jun. 2021

Note 1－

Note 315

Director and General Manager of Accounting and
Administration Division of Studio Five Corp.
Director and General Manager of Business Control Division ofStudio Five Corp.

Apr. 2013

Jun. 2020－

Director of the Company (current position)

Director, OMRON Corporation

Apr. 2009

Note 1

Member of Working Group for Investment Policy of The
University Endowment Fund, Council for Science,
Technology and Innovation, Cabinet OfficeMember of Expert Committee of Council for Science,
Technology and Innovation, Cabinet Office

Apr. 2023

Apr. 2008

Standing Audit& Supervisory
Board Member

Joined Watson Wyatt K.K. (current Towers Watson
Investment Services K.K.)
Joined AIG Global Investment Corp., Japan (current
PineBridge Investments Japan Co., Ltd.) as Deputy General
Manager of Institutional Business Development Division
Joined Nissan Motor Co., Ltd. as Shukan, Chief Investment
Officer, Treasury Department
Member of the Investment Committee, the Government
Pension Investment Fund of Japan
Councilor, International Christian University (current position)

Feb. 2022

Director

Joined the Hokkaido Takushoku Bank, Limited

Jun. 2016

Apr. 2021

Number of
Office Shares Owned
Term (Hundreds ofshares)Audit & Supervisory Board Member of the Company (current
position)
Audit & Supervisory Board Member of Wacoal Corp. (current
position)120

TitleNameBusiness Experience and Position(s) and Office(s)Date of BirthMar. 1986
Apr. 2010
May. 2012
Apr. 2014
Standing Audit& Supervisory
Board Member

Katsuhiro
OkamotoOct. 20, 1963
Apr. 2016

Apr. 2018

Jun. 2021
Jun. 2021

Audit &
Supervisory
Board Member

Mitsuhiro
Hamamoto

Apr. 18, 1970

Oct. 2000

Joined the Law Office of Tadashi Yamada

Oct. 2004

Joined the Kikkawa Law Office

Apr. 2008

Partner at the Kikkawa Law OfficeJun. 2017

Audit & Supervisory Board Member of the Company (current
position)

Feb. 2019

Managing Partner of Hamamoto Law Office (current position)

Jun. 2005

Jun. 2008

HitoshiSuzukiJan. 8, 1954

May 2011

Deputy President, BTMU

Jun. 2014

Corporate Auditor, BTMU

Jun. 2016

Director, Audit and Supervisory Committee Member, BTMU

Jun. 2017

Advisor, BTMU

Jul. 2017

Member of the Policy Board, Bank of Japan

Oct. 1989

MotokoTanakaDec. 13, 1959

Joined The Mitsubishi Bank, Ltd.
(current “MUFG Bank, Ltd.”)
General Manager, Treasury Planning Office, The Bank ofTokyo-Mitsubishi, Ltd. (BTM) (current “MUFG Bank, Ltd.”)
Executive Officer and General Manager, Treasury Planning
Office and Treasury IT Planning Office, BTM
Managing Director, Chief Executive, Global Markets Unit,
The Bank of Tokyo-Mitsubishi UFJ, Ltd. (BTMU) (current“MUFG Bank, Ltd.”)
Senior Managing Director, Chief Executive,
Global Markets Unit, BTMU

Jun. 2012

Jun. 2023

Audit &
Supervisory
Board Member

General Manager of Materials Control, Technology &Manufacturing Division of Wacoal Corp.
Representative Director and President of Hokuriku Wacoal
Sewing Corp.
Representative Director and President of Kyushu Wacoal
Manufacturing Corp.
General Manager of Innerwear Merchandising Supervisory
Division, Wacoal-Brand Operations of Wacoal Corp.
Corporate Officer, General Manager of Wacoal-Brand
Innerwear Products Supervisory Division, Wholesale Divisionof Wacoal Corp.
Audit & Supervisory Board Member of Wacoal Corp. (current
position)
Audit & Supervisory Board Member of the Company (current
position)
Admitted to the Bar

May 2002

Audit &
Supervisory
Board Member

Joined the Company

Oct. 2000

Apr. 1977

Number of
Office Shares Owned
Term (Hundreds ofshares)

Note 44Note 445

Note 5－Note 5－

Audit & Supervisory Board Member of the Company (current
position)
Joined Tohmatsu Awoki & Sanwa (current “Deloitte Touche
Tohmatsu LLC”)

Mar. 1993

Registered as Certified Public Accountant

Oct. 1995

Deloitte & Touche LLP, New YorkJul. 2003

Partner of Deloitte Touch Tohmatsu LLC

Jul. 2020

Managing Partner of Tanaka CPA Office (current position)

Jun. 2023

Audit & Supervisory Board Member of the Company (current
position)
Total

276

121

(Notes) 1.

The term of office of a Director is one year from the conclusion of the Ordinary General Meeting of
Shareholders held on June 28, 2023.
2. Directors Mr. Shigeru Saito, Mr. Tsunehiko Iwai, Ms. Chizuru Yamauchi, Ms. Hisae Sato and Mr.
Koji Nitto are External Directors.
3. The term of office of an Audit & Supervisory Board Member is 4 years from the conclusion of theOrdinary General Meeting of Shareholders to be held on June 26, 2020.
4. The term of office of an Audit & Supervisory Board Member is 4 years from the conclusion of theOrdinary General Meeting of Shareholders to be held on June 29, 2021.
5. The term of office of an Audit & Supervisory Board Member is 4 years from the conclusion of theOrdinary General Meeting of Shareholders to be held on June 28, 2023.
6. Audit & Supervisory Board Members Mr. Mitsuhiro Hamamoto, Mr. Hitoshi Suzuki and Ms. Motoko
Tanaka are External Audit & Supervisory Board Members.
7. We have adopted the corporate officer system in order to clarify executive responsibility andaccelerate the speed of execution of duties.
The Corporate Officers who do not concurrently serve as Directors are as follows:
Title

Name

Corporate
Officer

General Manager of Corporate Planning and Director and Corporate Officer

Katsuya
HirookaCorporate
Officer

In charge of Group Digital Transformation (DX) Marketing and Director and Corporate Officer

AtsukoShinozuka

Corporate
Officer

In charge of Group Personnel

Shinsuke
Fukazawa

Corporate
Officer

In charge of Group IT Promotion

TakuyaYoshidomi

Corporate
Officer

In charge of Group Technology and Manufacturing

Teruo
Fukumoto(ii) Status of External Officers
We have 5 External Directors and 3 External Audit & Supervisory Board Members.
We have elected those persons having extensive knowledge and experience as executives and persons having
insight into investment and financial capital markets, to our External Directors, and each of such persons takes arole in improving the appropriateness of the decision made by the Board of Directors by giving objective andindependent advice based on their long careers in each business area and extensive professional knowledge. Also,
we have elected those persons who have experiences as business administrators in financial industry extensive
knowledge from his experience as a member of the Policy Board of the Bank of Japan, independent attorneys at law
or independent certified public accountants having a considerable degree of finance and accounting knowledge, toour External Audit & Supervisory Board Members. Each External Audit & Supervisory Board Member conducts astrict audit on the legality of Directors’ decision making and performance of their businesses from a technicalperspective by maintaining high levels of independence.
The Company prescribes “Criteria for Appointment or Removal of Officers” and “Criteria for Appointment ofExternal Officers (that ensures independence)” for appointing an External Director and an External Audit &Supervisory Board Member.
Upon the appointment or removal of an External Director Board Member, the “Nomination of Directors
Advisory Committee” will submit a list of candidates based on the following criteria to the Board of directors, and acandidate for Audit & Supervisory Board Member is appointed at a Board of Directors’ meeting with the approvalof the Audit & Supervisory Board. The list of candidates for Audit & Supervisory Board Member is then submitted
to a general meeting of shareholders as an agenda item.
＜Criteria for Appointment＞- A candidate with superior character and knowledge and is mentally and physically healthy;- A candidate pursues a law-abiding spirit;- A candidate has comprehensive experience in business operation, company management, legal
community, administration, accounting, education or culture and art and upon re-appointment, his/hermanagement performance and contribution to the group management during the term of office shall beconsidered;- A candidate is not in violation of the “Criteria for Appointment of External Officers (that ensures122independence)” separately prescribed by the Company;- A candidate is not currently holding a position as an officer of 4 or more listed companies;- By appointing such candidate, Board of Directors and the Audit & Supervisory Board will each have abalanced knowledge, experience and expertise that ensures diversity in light of gender, internationalism,
career history and age;
＜Criteria for Removal＞- If an officer acts against public policy; or- If an officer is neglecting its duties and deemed to be failing to fulfill its duties.
We also believe that an External Director and an External Audit & Supervisory Board Member shall maintainan independent position so that each will not cause any conflict of interest with general shareholders. From this
aspect, the Company shall appoint a candidate for an External Officer who does not fall under any of the following
items:
1. Has held a position to execute duties at any of our group companies;
2. A major shareholder holding the shares of the Company under its name or other name, is equal to or
higher than 5% as percentage of voting rights; in case such major shareholders is a legal entity or an
association such as general partnership (“Entities”), a candidate who is holding a position to execute
duties at such Entities;
3. A candidate who:
- is the major client of our group or considers our group as the candidate’s major client; in case suchcandidate is an Entity, a candidate who is holding a position to execute duties at such Entity;- is the major lender of our group; in case such lender is an Entity, a candidate who is holding a
position to execute duties at such Entity;- is holding a position to execute duties at lead manager securities company; or- is holding a position to execute duties at any Entity in which our group hold shares, whose percentage
of voting rights is equal to or greater than 5%.
4. A certified public accountant who works at an audit firm, which is the Accounting Auditor of our group;
5. Any legal counsel, accountant, tax accountant, patent attorney, consultant or other expert who receives
large amount of monies or other assets from our group; in case such candidate is an Entity, an expert who
works at such Entity;
6. Anyone who receives large amount of donation from our group; in case such candidate is an Entity, acandidate who is holding a position to execute duties at such Entity;
7. A candidate who is holding a position to execute duties at other companies having a relationshipinvolving mutual appointment of External officers;
8. A spouse or second-degree relative of a person (limited to those significant) who falls under any of theitems under 1 through 7 above;
9. A candidate who used to fall under any of the items under 2 through 8 above during the past three years;
10. A candidate who is deemed to have a special circumstance where a possible conflict of interest withgeneral shareholders of the Company may arise.
It should be noted, however, that a candidate who falls under any of the items under 2 through 9 above, but
who fulfills the requirements of an External officer under the Companies Act, and if the Company deems it
appropriate for such candidate to be appointed as an External officer, may exceptionally become a candidate for anExternal officer by describing the reasons of the Company for making such judgment.
For our External Directors, the Management Planning Department hands out documents setting out the
proposals presented to the Board of Directors’ meetings in advance and gives prior explanations on importantmatters to them. For External Audit & Supervisory Board Member, Standing Audit & Supervisory Board Member
does it.
One of our External Director and one of our External Audit & Supervisory Board Members hold 2,200 and
4,500 shares of common stock of the Company, respectively. Other than the foregoing, there are no special interests
between our External Directors or External Audit & Supervisory Board Members and the Company.

123

The reasons for the election of our External Directors and External Audit & Supervisory Board Members are as
follows:
External Directors
Name

Shigeru
Saito

Tsunehiko
Iwai

Chizuru
Yamauchi

Hisae
Sato

Status of significant concurrent

Reasons for Election

positionsRepresentative Director andChairman, CEO of TOSE Co.,Ltd.;

External Director of Cross Plus
Inc.

Advisor of Nippon Life
Insurance Company

Councilor of International
Christian University;
Member of Fund Management
Committee of Local PublicService Mutual Aid
Associations;
Member of Fund Management
Committee of Pension Fund
Association for Local
Government Officials;
Member of Japan Science andTechnology Agency; Memberof Pension Actuarial
Subcommittee of the Social
Security Council, Ministry of
Health, Labor and Welfare

Mr. Saito is currently the Representative Director and Chairman of a softwaredevelopment firm which operates globally and External Director of another company.
His extensive knowledge and insight as a company manager enable him to contributeto the management of the Company. Ms. Saito also has expertise in the IT area andgives valuable opinions and advice regarding the digital transformation strategies of
the Company. We expect that he will provide advice that will contribute to enhance
our corporate value and strengthen oversight over the Company.
Also, because he meets the eligibility requirements which the Company prescribes
under “Criteria for Appointment of External Officers (to ensure independence)” andbecause there are no concerns that any conflict of interest with general shareholders
may arise, we have designated him as an independent officer.
Mr. Iwai served as the Representative Director of a cosmetics manufacturer anddistributer which operated globally. Mr. Iwai’s extensive knowledge and insight as acompany manager, as well as his expertise on research & development, production andtechnology enable him to contribute to the management of the Company. He also
provides valuable opinions and advice based on his knowledge on compliance orsustainable management and knowledge acquired at a company which “pursues
beauty” like our Company. He also serves as the Chair of both the Nomination of
Directors Advisory Committee and Remuneration of Directors Advisory Committee.
We expect that he will provide advice that will contribute to enhance our corporate
value and strengthen oversight over the Company.
Also, because he meets the eligibility requirements which the Company prescribes
under “Criteria for Appointment of External Officers (to ensure independence)” andbecause there are no concerns that any conflict of interest with general shareholders
may arise, we have designated him as an independent officer.
Ms. Yamauchi has extensive knowledge and experience as an executive, as well as
expertise in diversity and inclusion. We expect that she will provide advice on humanresources strategies, such as women’s empowerment and human resource
development, as well as advice that will contribute to enhancing corporate value, andsupervise the management of the Company.
Also, because she meets the eligibility requirements which the Company prescribes
under “Criteria for Appointment of External Officers (to ensure independence)” andbecause there are no concerns that any conflict of interest with general shareholders
may arise, we have designated her as an independent officer.
Ms. Yamauchi is the Advisor of Nippon Life Insurance Company, which is one of ourmajor shareholders, however, the shareholding ratio is 2.7% on a voting right basis
and there is no concern with respect to her independence.
Ms. Sato has experience as an asset management consultant at a foreign-affiliatedorganization/personnel asset management consulting firm, and as a chief investment
officer overseeing pension assets on a global level for a global automobile
manufacturing and sales company. Ms. Sato also has a wealth of knowledge andinsight, particularly in the areas of investment and financial capital markets, having
served as a member of various investment-related committees for public pension funds
and government agencies in Japan. We expect that she will utilize her experience andexpertise to improve the Company’s corporate value, and contribute strengthening thesupervisory function of the Board of Directors. We therefore request that Ms. Sato beelected as an External Director. Although Ms. Sato has never been involved incorporate management other than serving as an External officer, we believe that she
will be able to appropriately fulfill her role as an External Director for the above
reasons and her experience of being involved in management of an incorporated
educational institution as a trustee and a councilor.
Also, because she meets the eligibility requirements which the Company prescribes
under “Criteria for Appointment of External Officers (to ensure independence)” and124because there are no concerns that any conflict of interest with general shareholders
may arise, we have designated her as an independent officer.

125

Name

Koji

Status of significant concurrent

Reasons for Election

positions

Director of CiRA Foundation

Nitto

Mr. Nitto has extensive experience as a manager who can incorporate finance into
management strategies, serving as a CFO and Senior Management Executive Officerof the Global Strategy Division of an electronic equipment manufacturing and sales
company that operates control equipment and healthcare businesses globally. In
particular, we believe his knowledge and insight based on his experience leading
return on invested capital (ROIC) management at the said company with multiple
business portfolios will contribute to improving our profitability and capital efficiency.
We expect that he will utilize his experience and expertise to improve the Company’s
corporate value and contribute to strengthening the supervisory function of the Boardof Directors.
Also, because he meets the eligibility requirements which the Company prescribes
under “Criteria for Appointment of External Officers (to ensure independence)” andbecause there are no concerns that any conflict of interest with general shareholders
may arise, we have designated him as an independent officer.

External Audit & Supervisory Board Members
Name

Mitsuhiro
Hamamoto

HitoshiSuzuki

MotokoTanakaStatus of significant concurrent
positionsManaging Partner of Hamamoto
Law Office; External Directorof TVE Co., Ltd.;
External Auditor of OsakaHyogo Ready-Mixed Concrete
Industrial Association

Advisor of Mitsubishi UFJ
Research and Consulting Co.,Ltd.

Managing Partner of Tanaka
CPA Office;External Director and Audit &Supervisory Committee
Member of TOWA Corporation

Reasons for Election
We believe that Mr. Hamamoto is qualified to be our External Audit & Supervisory
Board Member, as he has legal knowledge and great store of experience of businessand commercial issues as an attorney at law.
Also, because he meets the eligibility requirements which the Company prescribes
under “Criteria for Appointment of External Officers (to ensure independence)” andbecause there are no concerns that any conflict of interest with general shareholders
may arise, we have designated him as an independent officer.
After Mr. Suzuki fulfilled his duties at a major financial institution in overseas
location and in the market sector, Mr. Suzuki has gained experience in deliberating
monetary policy as a member of the Policy Board, which is the highest decisionmaking body of the Bank of Japan. We believe that he will contribute to theimprovement of the Company’s audit system through his knowledge and experience.
Also, because he meets the eligibility requirements which the Company prescribes
under “Criteria for Appointment of External Officers (to ensure independence)” andbecause there are no concerns that any conflict of interest with general shareholders
may arise, we have designated him as an independent officer.
Until June 2014, Mr. Suzuki held a position to execute business at The Bank ofTokyo-Mitsubishi UFJ, Ltd. (current “MUFG Bank, Ltd.”), a major shareholder andlender of the Company. It has been 9 years since he has retired from the said bank as
an executive and accordingly, there is no concern with respect to his independence.
He already has retired as an advisor of MUFG Bank, Ltd.
Ms. Tanaka has extensive experience working at a major audit firm as a certified
public accountant and U.S. certified public accountant and has a high level of expertisein finance and accounting. We hope that she will contribute to the improvement of theCompany’s audit system through her knowledge and experience, and therefore requestthat Ms. Tanaka be elected as an External Audit & Supervisory Board Member.
Although Ms. Tanaka has never been directly involved in corporate management otherthan serving as an External officer, we believe that she will be able to appropriately
fulfill her role as an External Audit & Supervisory Board Member for above reasons.
Also, because she meets the eligibility requirements which the Company prescribes
under “Criteria for Appointment of External Officers (to ensure independence)” andbecause there are no concerns that any conflict of interest with general shareholders
may arise, we have designated her as an independent officer.
Until June 2020, Ms. Tanaka held a position at Deloitte Touche Tohmatsu LLC, our
accounting auditor, but Ms. Tanaka has never engaged in audits of the Company
during the said period and there is no concern with respect to her independence.

126

(ⅲ) Supervision or Audit and Internal Audit by External Directors or External Audit & Supervisory Board
Members, Audit by Audit & Supervisory Board Members and Mutual Collaboration with Accounting Auditor, as
well as Relationship with Internal Control Division
External Directors fulfill the supervisory function of management by providing recommendations at the Boardof Directors meetings based on their extensive knowledge and experience after they receive necessary documents
and are explained about agenda items which they receive prior to the Board of Directors meetings, as well as byserving as the chair or a member of the “Nomination of Directors Advisory Committee” and/or “Remuneration of
Directors Advisory Committee”. External Directors also contribute to the implementation and/or maintenance of
the internal control system by receiving various reports from the Audit office.
External Audit & Supervisory Board Members perform the audit of the internal control system, including fairpresentation of financial statements, by attending meetings of the Audit & Supervisory Board, and by establishingsufficient communication channels and coordinating with the Standing Audit & Supervisory Board Members, whoin turn report to the External Audit & Supervisory Board Members the status of audit on operations, details ofimportant meetings and other matters as necessary, as well as by receiving various reports from the Accounting
Auditor and Audit office. In addition, based on matters discussed at the meetings of the Audit & Supervisory
Board, External Audit & Supervisory Board Members attend the Board of Directors meetings and other important
meetings and enhance the effectiveness of audit by visiting and conducting hearings at our subsidiaries.
In addition to the above, External Directors and External Audit & Supervisory Board Members exchange
opinions on issues raised in connection with the operation of the Board of Directors’ meeting.

127

(3)【Status of Audit】(ⅰ) Status of Audit by Audit & Supervisory Board Members
a. Organization and Members
Our Audit & Supervisory Board members and audit system as of the date of this report are as follows:
Our Audit & Supervisor Board are composed of 5 members, who are 2 Standing Audit & Supervisory Board
Members and 3 External Audit & Supervisory Board Members with female members accounting for 20% of Audit& Supervisor Board. Standing Audit & Supervisory Board member Mr. Shinichi Kitagawa serves as the head of the
Audit & Supervisor Board. Standing Audit & Supervisory Board Member Mr. Shinichi Kitagawa, who has had
experience as the General Manager of Accounting Department of the Company, and External Audit & Supervisory
Board Member Ms. Motoko Tanaka, who is a certified public accountant, have a considerable degree of finance andaccounting knowledge. Standing Audit & Supervisory Board Member Mr. Katsuhiro Okamoto provides audit andadvice based on his extensive knowledge and experience at Wacoal Corp., our core operating entity, as well as ouroverseas subsidiaries. External Audit & Supervisory Board Member Mr. Mitsuhiro Hamamoto provides audit andadvice based on his legal knowledge as a lawyer and experience in business law, which is his area of specialization.
External Audit & Supervisory Board Member Mr. Hitoshi Suzuki provides audit and advice based on his services infinancial industry and extensive knowledge from his experience as a member of the Policy Board of the Bank ofJapan. Each member is expected to conduct audit and provide advice accordingly, and by responding to these
expectations, the effectiveness of audit by the Audit & Supervisory Board Members is enhanced. In addition, we
have a full-time assistant for the Secretarial Office for the Audit & Supervisory Board to assist the duties of the
Audit & Supervisory Board Members and our Audit Office assists the duties of the Audit & Supervisory Board
Members upon their request from time to time.
b. Activities of Audit & Supervisory Board
The Audit & Supervisory Board generally meets once a month before the Board of Directors meeting and also
from time to time as necessary. We held 18 meetings during the current fiscal year. The time required for reportingand deliberation per meeting was approximately 80 minutes. The attendance record of each Audit & Supervisory
Board Member is as follows.

Title

Name

Standing Audit & Supervisory
Board Member
Standing Audit & Supervisory
Board Member
External Audit & Supervisory
Board Member
External Audit & Supervisory
Board Member
External Audit & Supervisory
Board Member

Shinichi
Kitagawa
Katsuhiro
Okamoto
HiroshiShirai
Mitsuhiro
Hamamoto
MinoruShimadaMeeting attendance (Attendance rate)
18/18 (100%)
18/18 (100%)
18/18 (100%)
18/18 (100%)
18/18 (100%)

The Audit & Supervisory Board prepares an audit report, determines appointment and removal of Standing
Audit & Supervisory Board Members, audit policies, procedures of investigation on the conduct of the business, theassets, properties and matters regarding the execution of duties of Audit & Supervisory Board Members inaccordance with the Companies Act. The Audit & Supervisory Board also examines matters to be resolved by the
Audit & Supervisory Board such as matters regarding appointment and removal or non-reappointment of theaccounting auditor, consent on the amount of remuneration, etc. paid for the accounting auditor, consent on
appointment of Audit & Supervisory Board Members, examines the agenda of the Board of Directors in advance,
exchanges information and opinions in relation to audit including the proceedings of the important meetings
attended by the Standing Audit & Supervisory Board members, exchanges opinions with the Representative
Director, and conducts hearings on the execution of duties with our executive Directors and the Directors of Wacoal
Corp., our major subsidiary. The Audit & Supervisory Board monitors and inspects the status of the audit by theaccounting auditor through results of quarterly review and the status of its accounting audit at the end of the fiscal
year, as well as hearings on the system to ensure the appropriate execution of duties of the accounting auditor andthe results of audits on the internal controls as appropriate. In addition, we discussed with the Accounting Auditor
128

and requested explanations, as necessary, regarding the content of the Key Audit Matters required to be included in
the auditor’s report for companies subject to audits under the Financial Instruments and Exchange Act.
The key matters reported by and discussed with the Accounting Auditor on the audit of the financial statements
etc. for the current fiscal year were as follows.
Key Matters Reported and Discussed

Month
4

5

6

Explanation of audit plan (including policies
and fees)
Report on results of audit pursuant toCompanies Act

7

8

◆

◆

9

10

11

12

1

2

3

◆

◆

Report on quarterly review

◆

◆

◆

Report on results of audit pursuant toFinancial Instruments and Exchange Act andInternal Control Audit◆

Other information exchanges

◆

◆

◆

◆

◆

◆

◆

＊1

＊1

＊2

＊1
＊3

＊2

＊1
＊2

＊2

＊1：Consideration regarding Key Audit Matters＊2：Procedures for prior approval for provision of non-assurance services by the Accounting Auditor＊3：Discussion on fraud risksc.

Activities of Audit & Supervisory Board Members
The Audit & Supervisory Board Members attend meetings of the Board of Directors and other important
meetings such as Group Management Meeting, express their opinions as necessary and hear explanation on
important operational matters from the Directors etc. in accordance with the audit standards prescribed by the Audit& Supervisory Board. The Audit & Supervisory Board Members also monitors and inspects the system to ensure
appropriate business conduct to perform audits on legality and validity of the execution of duties of the Directors.
Standing Audit & Supervisory Board Members make efforts to communicate with the Directors and employees,
maintain an environment for information gathering and auditing, conduct audits on the status of principal offices
and the assets and properties, receive monthly reports on topics related to internal audit from Audit Office and sharethe information with External Audit & Supervisory Board Members in accordance with the audit standards and theassignment of work responsibilities prescribed by the Audit & Supervisory Board. Standing Audit & Supervisory
Board Members also hold Audit & Supervisory Board group meetings annually, receive annual reports from the
Audit & Supervisory Board Members of the domestic subsidiaries and visit the domestic subsidiaries to conduct
audits with External Audit & Supervisory Board Members as much as possible in order to understand the
management condition through hearings from the management. In addition, Standing Audit & Supervisory Board
Members receive monthly reports regarding the management conditions of the major overseas subsidiaries from
Global division.
The following is a summary of priority audit items and the results of major audit activities corresponding tothese priority audit items.

129

Priority Audit Items

Status of Major Audit Activities

Improvement of corporate

・All Audit & Supervisory Board Members attended the meetings of the Board of Directors

governance by improving
effectiveness of the Board ofbased on the prior confirmation of the agenda items to be submitted.
・One of the External Audit & Supervisory Board Members attended the meetings of the

Directors

voluntary Advisory Committees (Nomination and Remuneration) as an observer on behalfof others, and provided feedback on the deliberative process to the Audit & Supervisory
Board.
・All Audit & Supervisory Board Members reviewed the results of the “Evaluation on
Effectiveness of Board of Directors” provided by the “Independent External Auditors &Directors Meeting” and monitored the improvement activities for improvement by the

Building and operating internal
control system of the business group

Secretarial Office for the Board of Directors.
・All Audit & Supervisory Board Members received reports from the “Corporate Ethics andRisk Management Committee”, and confirmed that changes in business environment
during the current fiscal year were reasonably affected in the reassessment of “businessrisks” presented to said Committee.
・Standing Audit & Supervisory Board Members received reports, as appropriate, from Audit
Office with respect to the matters discovered through J-SOX audit and thematic audit, andprovided feedback on the contents of the reports to the Audit & Supervisory Board.
・Standing Audit & Supervisory Board Members monitored, through inspection or
observation, the initiatives of the Company, including gathering the voices of employees

Status of progress on medium- tolong-term strategy frame andmedium-term management plan

regarding request for improvement on business operations and new compliance trainings,
and provided feedback on the details to the Audit & Supervisory Board.
・All Audit & Supervisory Board Members conducted hearings with the Executive Directors
and the Directors of Wacoal Corp., our major subsidiary, with respect to the execution ofduties, and achievement of KPI. Standing Audit & Supervisory Board Members conductedhearing with the Corporate Officers of the Company and Wacoal Corp. and provided
feedback on the details to the Audit & Supervisory Board.
・All Audit & Supervisory Board Members attended the meetings of Board of Directors andthe Standing Audit & Supervisory Board Members attended other important meetings to
confirm that the decisions were made in accordance with the relevant policies, and thatefforts were made to achieve the goals.
・All Audit & Supervisory Board Member attended the meetings of the “Sustainability
Committee” and the Standing Audit & Supervisory Board Members attended the meetingsof its Subcommittees to confirm that internal and external interests were being coordinatedand that issues were being resolved in accordance with the relevant policies.

(ⅱ)

Status of Internal Audit
Pursuant to the “Internal Audit Regulations”, our Audit Office, the internal audit division, which is directly under
the control of the Representative Director and President, audits the legality and appropriateness of the execution ofoperations at the Company and our domestic and overseas subsidiaries, and evaluates the effectiveness of the internal
controls. During the current fiscal year, as part of internal control activities related to financial reporting, we audited
9 divisions for their group-wide systems and initiatives, 46 sites for daily administrative operations, and 6 divisions
for purchasing activities as part of the operational audit.
In addition, for the purpose of ensuring that internal control over financial reporting functions effectively andthat the relevant departments proactively improve and promote internal control, we have appointed a person in
charge of promoting internal control, hold semi-annual meetings, and have established a system for sharing
information on internal control.
The number of staff of our internal audit department (Audit Office) was 7 as of March 31, 2023.
Our Audit & Supervisory Board Members and internal audit department (Audit Office) have a regular meetingfor reporting and confirmation once a month. The main purpose of such meeting is to report the discussions at major
meetings at which our Audit & Supervisory Board Members attended, and plans and achievements by our Audit
Office. We have implemented an audit system allowing the sharing of documents and information necessary for130

audit so that audit working papers are mutually exchanged and confirmed by our Audit & Supervisory Board
Members and Audit Office, and the audit can be performed more efficiently and effectively through alliance between
our Audit & Supervisory Board Members and Audit Office.
The reporting line of the internal audit department (Audit Office) not only reports semi-annually to theRepresentative Director and President and Director in charge of Group Business Management pursuant to the“Internal Audit Regulations” mentioned above, but also to the Board of Directors, the Audit & Supervisory Board
Members, and the Audit & Supervisory Board. Specifically, the internal audit department (Audit Office) reported
the audit results on internal control to the Board of Directors and the Audit & Supervisory Board at their meetings
held in April 2023.
(ⅲ) Status of Accounting Audit
a. Name of Audit Firm
An accounting audit agreement has been executed between the Company and Deloitte Touche Tohmatsu LLC(“Tohmatsu”) pursuant to the Companies Act and the Financial Instruments and Exchange Act.
b. Consecutive Number of Years during which Audit Was Performed
55 yearsc. Names of the certified public accountants who were engaged in the audit:
Designated Limited Liability Partners and Managing Members:
Koichiro Tsukuda, Tomomi Tsuji
d. Composition of the assistants for the audit services:
15 certified public accountants, 10 persons who passed the certified public accountant examination and 24
other persons
e. Policies and Reason for Appointing Audit Firm
The Audit & Supervisor Board selects the certified public accountants, etc. on the condition that such certified
public accountant does not fall under any of the item under Paragraph 1, Article 340 of the Companies Act and that
there are no event that may impair the eligibility and independence of such certified public accountant.
We have selected Tohmatsu based on the fact that it has the required independence, expertise, andappropriateness and adequacy in auditing activities, and on our judgment that it has the system to ensure that theaccounting audit of the Company will be conducted appropriately and sufficiently.
f. Evaluation of Audit Firm by Audit & Supervisory Board Members and Audit & Supervisory Board
Upon the discussion and resolution on the appointment and non-reappointment of Tohmatsu at a meeting heldon April 27, 2022, the Audit & Supervisory Board performed an evaluation from the following perspectives: (1)how the compliance system has been established and operated; (2) ensuring and/or monitoring of independence; (3)system to ensure audit quality; (4) high level of audit and/or accounting expertise; (5) communication with the
Audit & Supervisory Board Members; and (6) sufficiency of time taken for audit procedures and adequacy ofcompensation for audit.
(ⅳ)

a.

Audit Fees

Fees to Certified Public Accountants
Fiscal Year Ended March 31, 2022

Category
Fees for Audit Services(Millions of yen)

Fiscal Year Ended March 31, 2023

Fees for Nonaudit
Services(Millions of yen)

Fees for Audit Services(Millions of yen)

Fees for Nonaudit
Services(Millions of yen)

The Company

220

35

166

18

Consolidated
subsidiaries

13

－

13

－

Total

233

35

179

18

For both fiscal years ended March 31, 2022 and 2023, the Company paid fees for nonaudit services to thecertified public accounts as compensation for advisory services regarding the implementation of International
Financial Reporting Standards (IFRS), which are services other than those stipulated in Paragraph 1, Article 2 of theCertified Public Accountants Act.

131

b.

Fees to the same network as the CPA (Deloitte) (excluding a.)
Fiscal Year Ended March 31, 2022
Category

Fees for Audit
Services(Millions of yen)

Fiscal Year Ended March 31, 2023

Fees for Nonaudit
Services(Millions of yen)

Fees for Audit
Services(Millions of yen)

Fees for Nonaudit
Services(Millions of yen)

The Company

－

15

－

32

Consolidated
subsidiaries

107

47

137

45

Total

107

62

137

77

For both fiscal years ended March 31, 2022 and 2023, the Company paid fees for nonaudit services to theaccounting auditor or certified public accountants as compensation for the advice and guidance regarding tax.
For both fiscal years ended March 31, 2022 and 2023, the consolidated subsidiaries paid fees for nonaudit
services to the accounting auditor or certified public accountants as compensation for the advice and guidance
regarding tax.
c.

Other material audit fees
Not applicable.

d.

Policy on determination of audit fees
The Company determines the amount of audit fees to be paid to the accounting auditor and certified public
accountants, after taking into account the number of days and system required for the audit, the operational
characteristics of the Company and other factors, and after negotiation with such accounting auditor or certified
public accountants and with the approval of the Audit & Supervisory Board.
e. Reason by Audit & Supervisory Board Members for giving consent on the amount of fees payable to theaccounting auditor
The Audit & Supervisory Board has obtained necessary documents and received explanations regarding thecomparison of the estimated time under the audit plan from the previous fiscal year and the actual time used foraudit performance and the trend in the amount of fees paid for the audit performance during the past fiscal years
from the relevant departments and the accounting auditor, has reviewed the details of audit planning, basis forcalculating fees and level of fees presented by the accounting auditor for the current fiscal year, and after
deliberating whether the amount of fees for the audit performance is appropriate to maintain the independence of theaccounting auditor and to carry out its accounting audit under appropriate audit system and audit plan for theassessment of risks related to the audit environment and internal control system of the business group (including theCompany and its consolidated subsidiaries), the Audit & Supervisory Board has deemed the amount of fees for thecurrent fiscal year is appropriate. Based on the above, the Audit & Supervisory Board has given its consent,
pursuant to the provisions of Paragraph 1, Article 399 of the Companies Act, on the amount of fees payable to theaccounting auditor.

132

(4)【Remunerations Paid to Officers】(ⅰ) Details and Policies of Calculation methods for Amount of Remunerations, etc., Paid to Officers or Method of
Calculating such AmountThe Company has established a policy on determining the details of remuneration payable to each Director(this “Policy”). The remunerations paid to Directors under our remuneration system for officers consists of “BasicRemuneration,” the amount of which is fixed, and “Bonus,” which is linked to the business results of each fiscal
year, as well as “Restricted Stock,” which is linked to medium- and long-term business results. In the case ofExternal Directors and Audit & Supervisory Board Members who shall be in the position independent from the
management, only “Basic Remuneration” is paid because any remuneration linked to business results are notappropriate in such case.
<Basic Remuneration>
The basic remuneration is based on the so-called single rate remuneration system, in which the same
remuneration is paid for the same position. The Company annually verifies the adequacy of the level of
remuneration, which has been set according to the business results and scale of the Company and is based oncomparison with other companies within the same industry or of the same scale through the investigation results on
remuneration prepared by an external agency.
Specific details of basic remuneration amount for Directors are determined by the Board of Directors based on
the reports prepared by the Remuneration of Directors Advisory Committee, which is composed by members,
majority of which are Independent External Directors. The basic remuneration amount for Audit & Supervisory
Board Members is determined after discussion within the Audit & Supervisory Board.
<Performance-based Bonus (performance-based remuneration)>
The total amount of the performance-based bonus is based on achievement as a percentage of the consolidated
operating income recorded for each fiscal year, plus other performance factors (consolidated net sales, consolidated
income before income taxes), to increase the degree of linkage between bonuses and consolidated businessperformance. Performance-based bonus is paid once a year after approval at the general meeting of shareholders forthe relevant fiscal year.
The amount of performance-based bonus to Directors is resolved at a Board of Directors meeting and the total
amount is approved at the general meeting of shareholders based on reports prepared by the Remuneration of
Directors Advisory Committee, which is composed of members, half of which are Independent Directors.
< Restricted Stock (non-monetary remuneration)>
The restricted stock are determined in consideration of the monthly amount of basic remuneration and the fairvalue of stock, which in turn are determined pursuant to the recommendations of the Remuneration of Directors
Advisory Committee, which is composed of members, majority of which are Independent External Directors andwill be allotted in the number determined and resolved at a Board of Directors meeting once a year. Allotted shares
will be subject to transfer restriction during the period from the date allotted shares are granted until the date such
Director, Audit & Supervisory Board Member or Corporate Officer designated by the Company retires from theirposition. The transfer restrictions on all allotted shares will be removed upon the expiration of the transfer
restriction period if such eligible grantee has continuously held the position of Director, Audit & Supervisory Board
Member or Corporate Officer until the date of the first Ordinary General Meeting of Shareholders. The Company
may repurchase all of the allotted shares bearing transfer restrictions as a result of a breach of restricted stock
allotment agreement without consideration
The Remuneration of Directors Advisory Committee held discussions and deliberations, including withrespect to the consistency of the draft with this Policy, upon determination of the remuneration and other matterswith respect to each Director for the current fiscal year, and therefore, the Board of Directors respects theCommittee’s recommendations and believes that the determination is generally consistent with this Policy.
The maximum annual amounts of the basic remuneration paid to Directors and Audit & Supervisory Board
Members were determined to be 350 million yen (excluding the amount paid as salaries for employees to the
Directors who concurrently serve as employees) and 75 million yen, respectively, by the resolution adopted at the133

57th Ordinary General Meeting of Shareholders held on June 29, 2005. The numbers of Directors and Audit &Supervisory Board Members upon the close of the 57th Ordinary General Meeting of Shareholders were 7 and 5,
respectively.
The amount of Performance-Linked bonuses was determined to be such amount as is determined according to
the business results of each fiscal year, which is resolved at each Ordinary General Meeting of Shareholders held
for the relevant year. Further, the maximum annual amount of restricted stock was determined to be 70 million yen
by the resolution adopted at the 73rd Ordinary General Meeting of Shareholders held on June 29, 2021. Totaling 7
directors jointed to the resolution upon the close of the 73rd Ordinary General Meeting of Shareholders.
The basic remuneration, performance-based bonus and share-based stock options as percentages of total
remuneration are as follows, when the performance-based bonus is used as the reference value.
basic remuneration 60 ~ 68%; performance-based bonuses 18%; and restricted stock 14 ~ 22%.
(If the performance-based bonus is used as the reference value, the ratio of basic remuneration will
decrease as the position becomes higher )The retirement allowance system for officers was abolished by the resolution adopted at the 57th Ordinary
General Meeting of Shareholders held on June 29, 2005.
<Roles and Activities of Remuneration of Directors Advisory Committee>
As an advisory body to Board of Directors, the Remuneration of Directors Advisory Committee discusses andresolves matters related to officers’ remuneration and system from an independent and objective perspective. A
majority of the members of the Remuneration of Directors Advisory Committee, chaired by Independent External
Director Mr. Tsunehiko Iwai, are Independent External Directors. The Remuneration of Directors Advisory
Committee is also attended by the External Audit & Supervisory Board Member(s) as an observer to ensuretransparency.
We have resolved upon discussion the matters below related to the remuneration of officers for the current
fiscal year:
August 10, 2022
: Review of remuneration system
September 29, 2022
: Method of Calculating of executive bonus
February 24, 2023
: Remuneration (monthly remuneration) for the 76th
March 29, 2023
: Performance-based Bonus for the 75th
April 28, 2023
: Performance-based Bonus for the 75th<Roles and Agenda at the Board of Directors’ Meeting>Board of Directors discusses and resolves matters related to officers’ remuneration based on recommendations
received from the Remuneration of Directors Advisory Committee.
The Board of Directors has resolved after discussion on the matters related to the remuneration paid to officers
for the current fiscal year as follows:
May 12, 2022
: Review of total amount of restricted stock
May 12, 2023
: Performance-linked bonus for the 75th
May 31, 2023
: Remuneration (monthly remuneration) for the 76th
The Remuneration of Directors Advisory Committee continues to work on restructuring the whole
remuneration system including the following:- Composition of basic remuneration, performance-linked bonuses and mid- and long-term incentives(reassessment of the amount and relative proportions)- Calculation method for performance-linked bonuses (to strengthen their link to business targets inaccordance with the medium- and long-term management plan)*In July 2022, we partially reviewed the composition of basic remuneration, performance-based bonus andrestricted stock. The ratio of basic remuneration to restricted stock was reviewed and changed to structure inwhich the higher the rank, the higher the ratio of restricted stock.

134

(ⅱ) Aggregate amount of remunerations, etc., paid to each category of officers, aggregate amount of remunerations,etc., by type thereof, as well as the number of relevant officers:
Category of Officers

Aggregate Amount of
Remunerations, etc.
(Millions of yen)

Aggregate Amount of Remunerations, etc., by Type Thereof(Millions of yen)
Basic
Performance- Restricted Non-monetary
Remuneration based Bonusstock
remuneration

Number of
Relevant
Officers

Directors(Excluding External Directors)
Audit & Supervisory Board
Members(Excluding External Audit &Supervisory Board Members)

216

172

－

44

44

5

40

40

－

－

－

2

External Officers

50

50

－

－

－

6

(Notes)1. The number of Directors, Audit & Supervisory Board Members and External Officers was 3, 2 and 6,
respectively. The number of Directors and Audit & Supervisory Board Members in the table above
includes one (1) Director who resigned upon the close of the 74th Ordinary General Meeting of
Shareholders held on June 29, 2022 and 1 Director who resigned on November 30, 2022.
2. The total amount of remuneration for directors (excluding external directors) includes remunerationfrom consolidated subsidiaries.
3. Non-monetary remuneration to Directors (excluding External Directors) comprises stock options in
the amount of 44 million yen.

(5)【Information on Shareholdings】(ⅰ) Standard and Concept for Categories of Investment Stocks
With respect to the category of the investment stocks that are held for the purpose of pure investment and thatare held for the purposes other than pure investment, the Company does not hold any shares for the purpose of pureinvestment as part of asset management, but holds shares of other companies for purposes other than pureinvestment that are strategically important for our group, to maintain and enhance business transactions, to build,
maintain and enhance cooperative and transactional relationships for business expansion, and to maintain steadyfinancial transactions.
(ⅱ) Equity securities held by Wacoal Corp.
Shares held by Wacoal Corp., which is among the Company and our consolidated subsidiaries and holds thelargest amount of equity securities on the balance sheet (i.e., the balance sheet amount of investment stocks) are as
follows:
A ．Equity securities held for purposes other than pure investment
a. Policies and method to verify the rationality of shareholding, as well as the verification process at meetingof Board of Directors regarding appropriateness of holding certain stock of shares
The Company examines whether it is appropriate to hold shares from a medium-to long-term perspective,
whether risks associated with such holding are worth the cost of capital, and profits in connection with thetransaction and dividend income indices are reported to the Board of Directors on a regular basis. The Board of
Directors then examines whether the holding will enhance corporate value of the Company from a medium-to longterm perspective based on such verification results, and determines whether to continue to hold or dispose suchshares.

135

b.

Number of Stock and Amount Recorded in the Balance Sheet
Number of
StocksTotal Amount Recorded in the
Balance Sheet (Millions of yen)

Unlisted Stock of Shares

26

1,305

Shares Other than Unlisted Stock of
Shares33

42,687(Name of stock of shares which increased during the current fiscal year)
Number of
StocksTotal Acquisition Amount for
Increased Shares (Millions of yen)

Reason for Increase in the Number of
SharesUnlisted Stock of Shares

－

－

－

Shares Other than Unlisted Stock of
Shares1

1

Increased through purchases made byshare ownership plan for shares inclients(Name of stock of shares which decreased during the current fiscal year)
Number of
StocksTotal Disposal Amount for
Decreased Shares (Millions of yen)

Unlisted Stock of Shares

10

Shares Other than Unlisted Stock of
Shares

7

4,116

c.

Information on specified investment stocks and stocks deemed to be held, including number of shares bystock, and the amount recorded in the balance sheet

Specified investment stocks:
Fiscal Year 2023
Issuer Name

Fiscal Year 2022

Number of Shares
Number of Shares(Shares)(Shares)Amount Recorded in Amount Recorded in
the Balance Sheet
the Balance Sheet(Millions of yen)
(Millions of yen)
1,520,500

1,520,500

Purpose of Holding, Overview of business
Whether Issuer
alliances, etc, Quantitative Effects ofHolds Company
Shareholding (Note 2) and Reason for
SharesIncrease in Number of Shares

We engage in a transaction involving
communications equipment andinfrastructure with the issuer and continue
to hold the issuer’s shares to maintain andKDDI Corporation
6,223

6,089

No

strengthen our good relationship from theperspective of enhancing corporate value.
We engage in a transaction involving

1,545,985

1,545,427

women’s garments and continue to holdthe issuer’s shares to maintain andstrengthen our good relationship from theperspective of enhancing corporate value.

Aeon Co., Ltd.
3,966

4,032

Yes

The number of shares has increased due toparticipation in the stock ownershipassociation.
We engage in a financial transaction with569,997569,997

Bank of Kyoto, Ltd.
3,562

3,049

the issuer, as a major local financial firm,and continue to hold the issuer’s shares tomaintain and strengthen our good
relationship from the perspective ofenhancing corporate value.

136

Yes

Issuer Name

Fiscal Year 2023
Fiscal Year 2022
Number of Shares
Number of Shares(Shares)(Shares)Amount Recorded
Amount Recorded inin the Balance
the Balance Sheet
Sheet (Millions of(Millions of yen)yen)

Purpose of Holding, Overview of business
Whether Issuer
alliances, etc, Quantitative Effects ofHolds Company
Shareholding (Note 2) and Reason for
SharesIncrease in Number of Shares

We have close connections with the issuer,
445,900

445,900

Kyocera Corporation
3,071

3,068

as a local firm, through information
sharing, and continue to hold the issuer’s
shares to maintain and strengthen our
good relationship from the perspective ofYesbusiness strategy.
We have close connection with the issuer,

217,179

217,179

SCREEN Holdings Co.,
Ltd.
2,530

2,684

as a local firm, through information
sharing and continue to hold the issuer’s
shares to maintain and strengthen our
good relationship from the perspective ofYesbusiness strategy.
We engage in overall financial
2,885,850

2,885,850

Mitsubishi UFJ
Financial Group, Inc.
2,446

2,194

transactions with the issuer as a major
financial institution and continue to holdthe issuer’s shares to maintain andstrengthen our good relationship from theYes(Note 3)

perspective of enhancing corporate value.
Tokio Marine Holdings,
Inc.
(Note 4)

822,000

2,093

274,000

1,953

We have various general insurances tominimize business risks and continue tohold the issuer’s shares to maintain andstrengthen our good relationship from theperspective of enhancing corporate value.

Yes(Note 3)We have close cooperative relationship in
7,606,666

7,606,666

Saha Pathana Inter-business deployment in the Kingdom ofThailand and continue to hold the issuer’s
shares to maintain and strengthen our

Holding PCL

No

good relationship from the perspective of
2,044

1,791 enhancing corporate value in the Kingdomof Thailand.

453,300

520,200

We have close connection with the issuer,
as a local firm, through information
sharing and continue to hold the issuer’s
shares to maintain and strengthen our

Shimadzu Corporation
1,876

2,203

230,000

230,000

good relationship from the perspective of
business strategy.
We have close connection with the issuer,
as a local firm, through information
sharing and continue to hold the issuer’s
shares to maintain and strengthen our

Horiba, Ltd.
1,819

1,541

137

Yes

good relationship from the perspective of
business strategy.

YesFiscal Year 2023

Issuer Name

Fiscal Year 2022

Number of Shares
Number of Shares(Shares)(Shares)Amount Recorded
Amount Recorded inin the Balance
the Balance Sheet
Sheet (Millions of(Millions of yen)
yen)754,700

Kokuyo Co., Ltd.
1,417

Purpose of Holding, Overview of business
Whether Issuer
alliances, etc, Quantitative Effects ofHolds Company
Shareholding (Note 2) and Reason for
SharesIncrease in Number of Shares

We have close connection with the issuer
1,509,400 as a major supplier of office furniture andstationery and continue to hold the issuer’s
shares to maintain and strengthen our
2,437 good relationship from the perspective ofYesenhancing corporate value.
548,890
Chori Co., Ltd.
1,376

426,000
Toppan Printing Co.,
Ltd.
1,135

As the issuer is one of major suppliers of
548,890 textile-related products, we continue tohold the issuer’s shares to enhance
corporate value and to maintain andYes

965 strengthen our good relationship through astable supply.
We have close connection with the issuer
426,000 in printing advertisements, mainly
catalogues, and continue to hold theissuer’s shares to maintain and strengthenYes

922 our good relationship from the perspectiveof enhancing corporate value.
We engage in a financial transaction with

398,000

398,000

Shiga Bank, Ltd.
1,066

879

the issuer, as a major local financial firm,and continue to hold the issuer’s shares tomaintain and strengthen our good
relationship from the perspective ofYesenhancing corporate value.
We engage in a transaction of women’s
517,531517,531

Heiwado Co., Ltd.
1,053

981

1,000,000

1,000,000

garments and continue to hold the issuer’s
shares to maintain and strengthen ourYesgood relationship from the perspective ofenhancing corporate value.
We have close connection with the issuer,

Takara Holdings Inc.
1,022

154,969

1,101

154,969

Seven & i Holdings Co.,
Ltd.
925

900

138

as a local firm, through information
sharing and continue to hold the issuer’s
shares to maintain and strengthen our
good relationship from the perspective ofYesbusiness strategy.
We engage in a transaction of women’s
garments and continue to hold the issuer’s
shares to maintain and strengthen our
good relationship from the perspective ofenhancing corporate value.

No

Fiscal Year 2023

Issuer Name

Fiscal Year 2022

Number of Shares
Number of Shares(Shares)(Shares)Amount Recorded
Amount Recorded inin the Balance
the Balance Sheet
Sheet (Millions of(Millions of yen)yen)

Purpose of Holding, Overview of business
Whether Issuer
alliances, etc, Quantitative Effects ofHolds Company
Shareholding (Note 2) and Reason for
SharesIncrease in Number of Shares

Issuer is a group company of Aeon Co.,
687,300

687,300

Aeon Financial Service
Co., Ltd.

Ltd. with whom we engage in atransaction of women’s garments andcontinue to hold the issuer’s shares tomaintain and strengthen our good

848

836

132,000

132,000

No

relationship with Aeon group from theperspective of business strategy.
We continue to hold the issuer’s shares to

Taisho Pharmaceutical
Holdings Co., Ltd.
728

749

maintain and strengthen our good
relationship from the perspective ofenhancing corporate value in a close andcooperative connection in businessYes

deployment.
We have close connection in logistics
Fukuyama Transporting

187,500

187,500transaction and continue to hold theissuer’s shares to maintain and strengthen

684

our good relationship from the perspectiveof enhancing corporate value.

Co., Ltd.
673

Yes

As the issuer is one of major suppliers of
598,195

598,195

Asahi Kasei Corporation
554

635

textile-related products, we continue tohold the issuer’s shares to enhance
corporate value and to maintain andstrengthen our good relationship through aYesstable supply.
We have close cooperative relationship in
2,677,300

2,677,300

I.C.C
INTERNATIONAL PLC

business deployment in the Kingdom ofThailand, and continue to hold the issuer’s
shares to maintain and strengthen our
good relationship from the perspective of

363

293

90,00090,000Yesenhancing corporate value in the Kingdomof Thailand.
We continue to hold the issuer’s shares to

Hisamitsu
Pharmaceutical Co., Inc.

340

329

139

maintain and strengthen our good
relationship as we have close connection
in building cooperative and transactional
relationship in business deployment.

YesFiscal Year 2023

Issuer Name

Fiscal Year 2022

Number of Shares
Number of Shares(Shares)(Shares)Amount Recorded
Amount Recorded inin the Balance
the Balance Sheet
Sheet (Millions of(Millions of yen)yen)
151,487

151,487

Purpose of Holding, Overview of business
Whether Issuer
alliances, etc, Quantitative Effects ofHolds Company
Shareholding (Note 2) and Reason for
SharesIncrease in Number of Shares

We engage in a transaction of various
products, mainly the women’s garments
and continue to hold issuer’s shares tomaintain and strengthen good relationship

Marui Group Co., Ltd.
306

340

100,000

100,000

Yes

from the perspective of enhancing
corporate value.
We engage in a transaction of various

Kintetsu Department
Store Co., Ltd.
244

255

products, mainly the women’s garments
and continue to hold the issuer’s shares tomaintain and strengthen our good
relationship from the perspective ofYesenhancing corporate value.
We engage in a transaction of various
205,000

205,000

Matsuya Co., Ltd.
226

157

products, mainly the women’s garments
and continue to hold the issuer’s shares tomaintain and strengthen our good
relationship from the perspective ofYesenhancing corporate value.
190,700

381,300

Chuo Warehouse Co.,Ltd.

We have close connection in logistics
transaction and continue to hold theissuer’s shares to maintain and strengthen

206

377

our good relationship from the perspectiveof enhancing corporate value.

45,64845,648We engage in a transaction of women’s
garments and continue to hold the issuer’s

IZUMI Co., Ltd.
143

146

62,60062,600Fuji Company, Limited
108

144

shares to maintain and strengthen our
good relationship from the perspective of

Yes

No

enhancing corporate value.
We engage in a transaction of women’s
garments and continue to hold the issuer’s
shares to maintain and strengthen our
good relationship from the perspective ofYesenhancing corporate value.
We engage in a transaction of various
58,200

197,500

Odakyu Electric Railway
Co., Ltd.

products, mainly the women’s garmentswith Odakyu Department Store Co., Ltd,
which is the issuer’s subsidiary, andcontinue to hold the issuer’s shares to

100

402

maintain and strengthen our good
relationship from the perspective ofenhancing corporate value.

140

No

Fiscal Year 2023

Issuer Name

Fiscal Year 2022

Number of Shares
Number of Shares(Shares)(Shares)Amount Recorded
Amount Recorded inin the Balance
the Balance Sheet
Sheet (Millions of(Millions of yen)yen)
168,000

168,000

Purpose of Holding, Overview of business
Whether Issuer
alliances, etc, Quantitative Effects ofHolds Company
Shareholding (Note 2) and Reason for
SharesIncrease in Number of Shares

We have close connection with the issuer
through information sharing as apparel
manufacturers and continue to hold theissuer’s shares to maintain and strengthenKing Co., Ltd.
84

90

Yes

our good relationship from the perspectiveof business strategy.
As the issuer is one of major suppliers of

100,000

100,000

Toray Industries, Inc.
75

63

textile-related products, we continue tohold the issuer’s shares to enhance
corporate value and to maintain andstrengthen our good relationship through aYesstable supply.
We have close connection with the issuer
94,38094,380Sankyo Seiko Co., Ltd.
51

49

through information sharing as apparel
manufacturers and continue to hold theissuer’s shares to maintain and strengthen
our good relationship from the perspectiveYesof business strategy.
－

175,000

Nippon Shinyaku Co.,Ltd.

We have close connection with the issuer,
as a local firm, through information
sharing and continue to hold the issuer’s
shares to maintain and strengthen our

－

－

1,457

170,500

Yomeishu Seizo Co.,
Ltd.
－

299

No

good relationship from the perspective of
business strategy.
We continue to hold the issuer’s shares tomaintain and strengthen our good
relationship from the perspective of
business strategy, as we have closeYesconnection in building cooperative andtransactional relationship in businessdeployment.

－

214,000

Seino Holdings Co., Ltd.
－238

We have close connection in logistics
transaction and continue to hold theissuer’s shares to maintain and strengthen
our good relationship from the perspective

Noof enhancing corporate value.

(Notes) 1. “－” indicates that we do not hold any shares of such stock.
2. The quantitative effects of shareholding are difficult to describe as it relates to an individual transaction.
3. The company in which we hold the stocks does not hold any shares of the Company, while its subsidiaryholds shares of the Company.
4. Tokio Marine Holdings, Inc. has conducted a three-for-one stock split of its common stock as of October 1,
2022.

141

Stocks deemed to be held:
Fiscal Year 2023
Issuer Name

Fiscal Year 2022

Number of Shares
Number of Shares(Shares)(Shares)Amount Recorded in Amount Recorded in
the Balance Sheet
the Balance Sheet(Millions of yen)
(Millions of yen)

Purpose of Holding, Overview of business
Whether Issuer
alliances, etc, Quantitative Effects ofHolds Company
Shareholding (Note 2) and Reason for
SharesIncrease in Number of Shares

We engage in a transaction ofcommunications equipment and
2,544,000

2,544,000

infrastructure with the issuer and continue
to hold issuer’s shares to maintain andstrengthen good relationship with theissuer from the perspective of enhancing

KDDI Corporation

10,412

10,189No

corporate value. We currently haveretirement benefit trust agreement underwhich we withhold our right to give
directions on the exercise of voting rights.

3,365,000

3,365,000

Mitsubishi UFJ
Financial Group, Inc.

We engage in overall financialtransactions with the issuer as a major
financial institution and continue to holdissuer’s shares to maintain and strengthen
good relationship with the issuer from theperspective of enhancing corporate value.

2,853

2,558

Yes
(Note 3)

We currently have retirement benefit trust
agreement under which we withhold ourright to give directions on the exercise of
voting rights.

(Notes) 1.
2.
3.

The specified investment stock and stocks deemed to be held are not combined when selecting the top
stocks based on the amount recorded in the balance sheet.
The quantitative effects of shareholding are difficult to describe as it relates to an individual transaction.
The company in which the Company holds the stocks does not hold any shares of the Company, while its
subsidiary holds shares of the Company.
d. Equity securities held for pure investment
Not Applicable.
e. Equity securities reclassified from held for pure investment to held for purposes other than pure investment
during the current fiscal year:
Not Applicable.
f. Equity securities reclassified from held for purposes other than pure investment to held for pure investment
during the current fiscal year:
Not Applicable.

(ⅲ) Equity securities held by Wacoal holdings Corp.
A．Equity securities held for purposes other than pure investment
a. Policies and method to verify the rationality of shareholding, as well as the verification process at meeting ofBoard of Directors regarding appropriateness of holding certain stock of shares
The Company examines whether it is appropriate to hold shares from a medium-to long-term perspective,
whether risks associated with such holding are worth the cost of capital, and profits in connection with thetransaction and dividend income indices are reported to the Board of Directors on a regular basis. The Board of
Directors then examines whether the holding will enhance corporate value of the Company from a medium-to longterm perspective based on such verification results, and determines whether to continue to hold or dispose such142

shares.
The information on quantitative effects of shareholding is omitted since it relates to an individualtransaction.
b. Number of Stock and Amount Recorded in the Balance Sheet
Number of
Stock(shares)

Total Amount Recorded in the
Balance Sheet(Millions of yen)

Unlisted Stock of Shares

1

1

Shares Other than Unlisted Stock of
Shares－－(Name of stock of shares which increased during the current fiscal year)
Number of
Total Acquisition Amount for
Stock
Increased Shares (Millions of yen)(shares)
Unlisted Stock of Shares
Shares Other than Unlisted Stock of
SharesReason for Increase in the Number of
Shares

－

－

－

－

－

－

(Name of stock of shares which decreased during the current fiscal year)
Number of
Stock(shares)

Total Disposal Amount for
Decreased Shares (Millions of yen)

Unlisted Stock of Shares－－

Shares Other than Unlisted Stock of－－

Sharesc. Information on specified investment stocks and stocks deemed to be held, including number of shares by stock, and theamount recorded in the balance sheetd.

Not Applicable.
Equity securities held for pure investment:

Not Applicable.
e. Equity securities reclassified from held for pure investment to be held for purposes other than pure investment during thecurrent fiscal year:
Not Applicable.
f. Equity securities reclassified from held for purposes other than pure investment to be held for pure investment during thecurrent fiscal year:
Not Applicable143

V. 【Financial Information】
１． Preparation of consolidated financial statements and non-consolidated financial statements(1）The consolidated financial statements of the Company have been prepared in accordance with International
Financial Reporting Standards (“IFRS”), pursuant to the provisions of Article 93 of the “Regulation on
Terminology, Forms, and Preparation Methods of Consolidated Financial Statements” (Ministry of Finance OrderNo. 28 of 1976, the “Regulation on Consolidated Financial Statements”).
(2）The non-consolidated financial statements of the Company have been prepared based on the “Regulation on
Terminology, Forms, and Preparation Methods of Financial Statements” (Ministry of Finance Order No. 59 of
1963, the “Regulation on Financial Statements”).
The Company falls under the category of special companies submitting financial statements and has prepared thenonconsolidated financial statements pursuant to the provisions of Article 127 of the Regulation on Financial
Statements.

２．Audit certification
Pursuant to the provisions of Article 193-2, Paragraph 1 of the Financial Instruments and Exchange Act of Japan,
the consolidated and non-consolidated financial statements for the fiscal year ended March 31, 2023 (from April 1,
2022 to March 31, 2023) have been audited by Deloitte Touche Tohmatsu LLC.

３．Special efforts to ensure fair presentation of consolidated financial statements and other public filings aswell as internal system to appropriately prepare consolidated financial statements and other public filings inaccordance with IFRSThe Company has taken special measures to ensure the fair presentation of the consolidated financial statements
and other public filings and has developed an internal system to appropriately prepare the consolidated financial
statements and other public filings in accordance with IFRS as follows:(1）In order to have an appropriate understanding about the contents of the accounting standards and otherprinciples and to develop a system so that the Company can properly respond to the changes in the accounting
standards and other principles, the Company has become a member of the Financial Accounting Standards
Foundation and participates in seminars held by organizations and bodies with expertise.
(2）In order to apply IFRS appropriately, the Company keeps itself updated about the latest IFRS by obtaining press
releases and standards disclosed by the International Accounting Standards Board. In addition, in order to prepare
consolidated financial statements appropriately in accordance with IFRS, the Company has developed groupaccounting policies that comply with IFRS and prepared the consolidated financial statements based on thepolicies.

144

１.【Consolidated Financial Statements】（１）【Consolidated Financial Statements】①【Consolidated Statement of Financial Position】(Millions of yen)Accounts
AssetsCurrent assets:
Cash and cash equivalents
Trade and other receivables
Other financial assets
Inventories
Other current assets
Total current assets
Non-current assets:
Property, plant and equipment
Right-of-use assets
Goodwill
Intangible assets
Investment property
Investments accounted for using
equity method
Other financial assets
Retirement benefit assets
Deferred income taxes
Other non-current assets
Total non-current assets
Total assets

Date of Transition

Note As of April 1, 2021

Previous
Consolidated
Fiscal Year
as of March 31,
2022

Current
Consolidated
Fiscal Year
as of March 31,
2023

763,98737,48526,781

8,34

18,657

20,706

20,215

9,34

2,238

1,795

1,804

10

43,40245,92653,720

11

7,067

2,923

3,100

135,351

108,835

105,62012

44,97348,602

46,702

18

12,967

13,986

12,26013

21,16922,945

16,25613

15,343

15,666

13,043

14

3,126

2,725

2,957

15

17,89818,23920,4999,34

56,33452,24950,19521

9,434

13,28013,978

16

1,641

1,680

2,953

11

979

970

833

183,864

190,342

179,676

319,215

299,177

285,296

145

(Millions of yen)Accounts
Liabilities and Equity
Liabilities
Current liabilities:
Borrowings
Lease liabilities
Trade and other payables
Other financial liabilities
Income taxes payable
Other current liabilities
Total current liabilities
Non-current liabilities
Borrowings
Lease liabilities
Other financial liabilities
Retirement benefit liability
Deferred income taxes
Other non-current liabilities
Total non-current liabilities
Total liabilities
EquityCommon stock
Additional paid-in capital
Retained earnings
Other components of equity
Treasury stock, at cost
Total equity attributable to owners ofparentNoncontrolling interests
Total equity
Total liabilities and equity

Date of Transition
Note
As of April 1, 2021

Previous
Consolidated
Fiscal Year as ofMarch 31, 2022

Current
Consolidated
Fiscal Year

(March 31, 2023)

17,34

40,707

10,227

5,000

18,34

3,657

5,197

4,661

19,34

15,05816,73817,535

20,34

2,365

1,661

1,172

879

1,363

1,683

14,132

14,08013,791

76,79849,266

43,842

17,34

1,498

1,626

3,084

18,34

8,676

8,254

7,670

20,34

1,639

820

－

23

21

2,089

3,466

2,470

16

12,065

13,607

13,886

22,23

1,516

1,270

1,225

27,48329,04328,335104,28178,30972,17724

13,26013,26013,26024

29,12029,07729,02924

156,143

158,940

151,418

24

22,381

27,571

32,02124(8,876)(10,858)(15,894)

212,028

217,990

209,834

2,906

2,878

3,285

214,934

220,868

213,119319,215

299,177

285,296146

②【Consolidated Statements of Profit or Loss and Consolidated Statements of Comprehensive Income】【Consolidated Statement of Profit or Loss】(Millions of yen)Accounts

Note

Revenue
Cost of sales
Selling, general and administrative expenses
Other income
Other expenses
Operating (loss) profit
Finance income
Finance costs
Share of profit (loss) of investments
accounted for using equity method

26

Impairment charges ofinvestments accounted forusing equity method(Loss) profit before tax
Income tax expense(Loss) profit

Previous Consolidated
Fiscal Year
(From April 1, 2021
to March 31, 2022)
172,072

188,592(76,248)(82,189)27(95,330)(102,301)

28

3,749

5,254

28

(952)

(12,846)

3,291(3,490)

29

1,930

1,517

29

(232)

(795)

15

579

2,223

15

(1,485)

(154)

4,083

(699)

(2,498)(1,035)

1,585(1,734)

1,732(1,776)

(147)

42

1,585

(1,734)27.83(29.66)27.71(29.66)16(Loss) profit attributable to:
Owners of parent
Noncontrolling interests(Loss) profit
Earnings per share:
Basic (loss) earnings per share (yen)Diluted (loss) earnings per share (yen)Current Consolidated
Fiscal Year
(From April 1, 2022
to March 31, 2023)

31

147

【Consolidated Statement of Comprehensive Income】(Millions of yen)Accounts

Note

Previous Consolidated
Fiscal Year
(From April 1, 2021
to March 31, 2022)(Loss) profit
Other comprehensive income
Items that will not be reclassified to profit
or loss
Financial assets measured at fair value
through other comprehensive income
Remeasurement of defined benefit plans
Share of other comprehensive income ofinvestments accounted for using equity
methodTotal
Items that may be reclassified
subsequently to profit or loss
Exchange differences on translation offoreign operations
Share of other comprehensive income ofinvestments accounted for using equity
methodTotal
Total other comprehensive income
Comprehensive income

Current Consolidated
Fiscal Year
(From April 1, 2022
to March 31, 2023)

1,585(1,734)

30

(538)

1,826

30

2,769

(251)

15,30

297

430

2,528

2,005

30

5,811

3,553

15,30

494

309

6,305

3,862

8,833

5,867

10,418

4,133

10,476

4,034

(58)

99

10,4184,133

Comprehensive income attributable to:
Owners of parent
Noncontrolling interests
Comprehensive income148

③【Consolidated statement of changes in equity】

Previous Consolidated Fiscal Year (From April 1, 2021 to March 31, 2022)(Millions of yen)
Equity attributable to owners of parent
Item

Note

Balance at April 1, 2021

Share capital
13,260Capitalsurplus29,120Retainedearnings

Other
componentsof equity

Treasurystock

156,143

22,381(8,876)

Profit (Loss)

212,028

2,906

214,934

1,732

(147)

1,585

8,744

89

8,833

－

10,476(58)

10,418(2,089)(2,089)(2,089)

1,732

Other comprehensive income

30

Total comprehensive income

8,744
－

1,732

－

Noncontrolli
Total equity
ng interests

Total

8,744

Repurchase of treasury stock

24

Disposal of treasury stock

24

(0)

1

1

1

Share-based payment transactions

33

(43)

106

63

63

Dividends

25

Equity transactions with
noncontrolling interests
Transfer from other components ofequity to retained earnings(2,498)

24

3,554

Other

(2,498)(82)(2,580)

－

112

112

(3,554)

9

Total transactions with owners
Balance at March 31, 2022

－

－

9

9

－

(43)

1,065

(3,554)(1,982)(4,514)30(4,484)

13,26029,077

158,940

27,571(10,858)

217,990

2,878

220,868

Current Consolidated Fiscal Year (From April 1, 2022 to March 31, 2023)(Millions of yen)
Equity attributable to owners of parent
Item

Note

Balance at April 1, 2022

Share capital
13,260Capitalsurplus29,077

Other
componentsof equity

Treasury
stock

Total

158,940

27,571(10,858)

217,990

2,878

220,868(1,776)42(1,734)

5,810

57

5,867

－

4,034

99

4,133

(8,035)(8,035)(8,035)

2,863

－

－

136

88

88

Profit (Loss)
Other comprehensive income(1,776)30

Total comprehensive income
Repurchase of treasury stock

24

Cancellation of treasury stock24

Share-based payment transactions

33

Dividends

25

Equity transactions with
noncontrolling interests
Transfer from other components ofequity to retained earnings
Total transactions with owners
Balance at March 31, 2023

5,810
－

Noncontrolli
Total equity
ng interests

Retainedearnings(1,776)－

5,810(2,863)(48)(4,243)24

1,360(1,360)(4,243)(95)(4,338)

－

403

403

－

－

－

(48)

(5,746)(1,360)(5,036)(12,190)308(11,882)

13,26029,029151,418

32,021(15,894)

209,834

3,285

213,119149

④【Consolidated statement of cash flows】(Millions of yen)Accounts
Operating activities(Loss) profit
Depreciation and amortization
Impairment charges
Finance income
Finance costs
Share of (profit) loss of investments accounted
for using equity method
Impairment charges ofinvestments accounted forusing equity method
Income tax expense
Gain on sale of fixed assets
Increase (decrease) in trade and otherreceivables
Increase in inventories
Decrease (increase) in other assets
Increase in trade and other payables
Increase (decrease) in retirement benefit asset
or liability
Increase in other liabilities
Other
SubtotalInterest received
Dividends received
Interest paid
Income taxes (paid) received
Net cash provided by operating activities
Investing activities
Proceeds from withdrawal of time deposits
Payments into time deposits
Purchase of property, plant and equipment
Proceeds from sale of property, plant andequipment
Purchase of intangible assets
Proceeds from collection of loans
Purchase of other financial assets
Proceeds from sale or amortization of otherfinancial assets
Other
Net cash used in investing activities
Financing activities
Net decrease in short-term bank loans withoriginal maturities of three months or lessProceeds from long-term borrowings
Repayments of long-term borrowings
Repayments of lease obligations
Capital contribution from noncontrollinginterests
Payments for purchase of treasury stock
Proceeds from disposal of treasury stock
Dividends paid to owners of parent
Dividends paid to noncontrolling interests
Contingent consideration payment

Note

Previous Consolidated
Fiscal Year
(From April 1, 2021
to March 31, 2022)

Current Consolidated
Fiscal Year
(From April 1, 2022
to March 31, 2023)

1,585
10,689211(1,930)232(1,734)
12,364
10,136(1,517)795(579)(2,223)

1,485

154

2,498
(1,960)1,035(2,650)(1,035)

1,053

(644)
(194)
1,499

(6,692)
185
480

721

(1,714)(1,673)
1,466
12,371
62
1,489
(226)
2,926
16,622(1,255)(1,018)
7,399
115
1,932
(270)
(1,842)
7,334

531
(361)
(6,621)289(178)(2,879)

2,799

4,468

(3,172)321(4)(2,169)
3
(135)

3,410

4,372

55
(3,042)

131
3,902

32

(30,460)(5,230)

32
32
32

－
(35)
(4,658)

1,355－(5,981)112

403(2,089)1(2,498)(82)(1,298)(8,035)0(4,243)
(95)
(715)

25

150

Net cash used in financing activities
Effect of exchange rate changes on cash and cash
equivalents
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period

7
7

151

(41,007)(22,541)925

601(26,502)
63,98737,485(10,704)
37,48526,781

【Notes to the consolidated financial statements】
１．Reporting entity

Wacoal Holdings Corp.（the “Company”）is an entity located in Japan. The locations of the registeredheadquarters and principal offices of the Company are disclosed at the website（URL
https://www.wacoalholdings.jp/).
The Company's consolidated financial statements for the year ended March 31, 2023 consist of financial
statements for the Company and its subsidiaries (hereinafter collectively the “Group”) and its interests in the
Company’s associates and joint ventures.
The Group focuses on sales of innerwear (women's foundation garments and lingerie and nightwear),sportswear, and other textile products and related products ("Products"), and the customers include retail andwholesale distributors and consumers in Japan and overseas. See Note 6 segment information for detail
information.
２．Basis of preparation of consolidated financial statements(1）Matters on compliance with IFRS and first-time adoption
The consolidated financial statements of the Group meet the requirements of “Specified Company
Complying with Designated International Accounting Standards” set forth in Article 1-2 of the Regulation
on Consolidated Financial Statements (the “Regulation”) and have been prepared in compliance with IFRS
as stipulated in Article 93 of the Regulation.
The Group has adopted IFRS for the first time since the current fiscal year (from April 1, 2022 to March
31, 2023) and the date of transition (the “transition date”) to IFRS is April 1, 2021. Effects of the transition
to IFRS on the Group’s financial position, operating results and cash flows on the transition date andcomparative year are described in Note “38 First-time adoption.”
The Group’s accounting policy complies with IFRS effective as of March 31, 2023, excluding IFRS not
adopted earlier and exemption rules following IFRS 1.
Applied exemption rules are described in Note “38. First-time adoption.”(2）Basis of measurement
The Group’s consolidated financial statements are prepared by using a historical cost basis except for theitems note “3. Significant accounting policy”.
(3）Functional currency and presentation currency
The consolidated financial statements are presented in Japanese yen, which is the Group’s functional
currency. Amounts are rounded to the nearest million yen.

152

３．Significant Accounting Policies(1）Basis of Consolidation① Subsidiaries
A subsidiary is an entity that is controlled by the Group. The Group considers that it has control overan entity when it is exposed, or has rights, to variable returns from its involvement with the entity and has
the ability to affect those returns through its power over the entity.
As a general rule, financial statements of the subsidiaries are included in the Company's consolidated
financial statements from the date on which the Group obtained control of the subsidiaries until the dateon which the Group loses its control.
In cases where the accounting policies applied by a subsidiary are different from those applied by theGroup, adjustments are made to the subsidiary’s financial statements, if necessary. All intragroupbalances of receivables and payables and transactions as well as unrealized gains or losses arising fromintragroup transactions are eliminated in preparation of the consolidated financial statements.
Comprehensive income of subsidiaries is attributed to owners of the parent and to the non-controllinginterests even if this results in the non-controlling interests having a deficit balance.
Changes in the Company’s ownership interests in subsidiaries that do not result in a loss of control areaccounted for as equity transactions. Any difference between the adjustment to the noncontrollinginterests and the fair value of the consideration is recognized directly in equity attributable to owners ofparent.
If the Company loses control over a subsidiary, any resulting gains or losses shall be recognized in
profit or loss.
Subsidiaries whose fiscal year-end is different from the Company’s fiscal year-end are consolidated
based on their provisional financial statements as of the consolidated fiscal year-end.
② Associates and joint ventures
Associates are entities over which the Group has a significant influence over the decisions on financial
and operating policy decisions but does not have control or joint control of those policies. If the Group
directly or indirectly holds 20% or more and less than 50% of the voting rights of the entity, it is presumed
that the Company has significant influence over the entity unless it can be clearly demonstrated that this is
not the case.
Joint ventures are joint arrangements whereby the parties, including the Group, that have joint control of
the arrangements have rights to the net assets of the arrangements. Joint arrangements are arrangements inwhich two or more parties have joint control, and joint control is the contractually agreed sharing of control
of an arrangement, which exists only when decisions about the relevant activities require the unanimous
consent of the parties sharing control.
Investments in associates and joint ventures are accounted for using the equity method from the datewhen the investees are determined as associates or joint ventures until the date that they cease to beclassified as associates or joint ventures. When an entity no longer meets the criteria for an associate or
joint venture and the application of the equity method is discontinued, the investment retained after the
discontinuation of the equity method is re-measured at fair value, and any gains or losses arising from suchre-measurement are recognized in profit or loss, unless the entity meets the criteria for a subsidiary.
If there is any objective evidence of impairment on investments in associates or joint ventures, theCompany conducts impairment tests on those investments as one asset group.
(2）Foreign currency transactions① Foreign currency transactions
Foreign currency transactions are translated into the functional currencies of each entity of the Groupat the exchange rates on the dates of the transactions.
Monetary assets and liabilities denominated in foreign currencies at the end of the reporting period aretranslated into the functional currencies at the exchange rates at the end of the reporting period.
Non-monetary assets and liabilities denominated in foreign currencies to be measured at fair value aretranslated into the functional currencies at the exchange rates on the date when the fair value is measured.
Exchange differences arising from translation or settlement are recognized in profit or loss. However,exchange differences arising from the translation of financial assets measured at fair value through othercomprehensive income hedges are recognized in other comprehensive income.
② Financial statements of foreign operations
Assets and liabilities of foreign operations are translated into Japanese yen using the exchange rates atthe end of the reporting period, whereas income and expenses are translated using the average exchange
rate during the period unless there are significant fluctuations in the exchange rates. Exchange differences
arising from the translation of financial statements of foreign operations are recognized in othercomprehensive income. When the Group disposes a foreign operation, the cumulative amount of theexchange differences is recognized in profit or loss on disposal.
153

The Group has elected to deem the cumulative amount of exchange differences on translation of foreign
operations as of the transition date to be zero. This exemption is in compliance with IFRS 1 and isapplied to all of the foreign operations.
(3）Cash and cash equivalents
Cash and cash equivalents consist of cash on hand, demand deposits and highly liquid short-term
investments with original maturities of three months or less that are readily convertible to cash and are
subject to insignificant risk of changes in value.
(4）Inventories
The cost of the inventories includes all costs of purchase, costs of conversion and other costs incurred inbringing the inventories to their present locations and conditions.
Inventories are stated at the lower of cost or market cost. The cost is determined on a first-in, first-out
basis for raw materials and on an average cost basis for work in process and finished products. Net
realizable value is the estimated selling price in the ordinary course of business less the estimated costs ofcompletion and the estimated costs necessary to make the sale.
(5）Property, plant and equipment
The cost of an item of property, plant and equipment comprises its purchase price and any directly
attributable costs of bringing the asset to its working condition and location for its intended use, the initial
estimate of the costs of dismantling and removing the item and restoring the site on which it is located andborrowing cost which satisfies the conditions of asset capitalization.
Property, plant and equipment are measured at cost less accumulated depreciation and any accumulated
impairment losses. Property, plant and equipment are amortized over their estimated useful lives mainly using
the straight-line method.
The estimated useful lives are as follows:
・Buildings and structures
２to 50 years（Mainly 38 years）
・Machinery and vehicles, Tools, furniture and fixtures ２to 20 years（Mainly 5 years）
The depreciation method, the estimated useful life and the residual value are reviewed at the end of eachfiscal year. If there are any changes, they are applied prospectively as changes in accounting estimates.
Gains or losses incurred from derecognition of property, plant and equipment are included in profit orloss at the time of derecognition of such asset.
(6）Leases
The Group initially measures right-of-use assets at the lease commencement date. The cost of right-of-use
assets comprises the total amount of the initial measurement of the lease liability, any lease payments madeat or before the lease commencement date less any lease incentives received, any initial direct costs incurred,
and an estimate of costs to be incurred in dismantling and removing the underlying asset, restoring the siteon which it is located or restoring the underlying asset. The right-of-use asset is depreciated on a straight-line
basis over the useful life or lease term, whichever is shorter.
The Group measures the lease liability at present value of the future lease payments that will be paid overthe lease term after the lease commencement date. The lease payments comprise of fixed lease payments andvariable lease payments that are not paid at the lease commencement date. In calculating the present value,
the interest rate implicit in the lease is used as the discount rate if such rate can be readily determined. If suchrate cannot be readily determined, the lessee’s incremental borrowing rate is used.
The lessee’s incremental borrowing rate has been affected by borrowing period, currency, leasecommencement date. When the risk-free rate based on government bond, adjustment of country risk,
adjustment of credit risk based on corporate bond’s yield, and corporate risk profile are different from theGroup’s risk profile, the incremental borrowing rate are determined by various input, which includes theGroup’s specific adjustment.
Subsequent to initial recognition, right-of-use assets are measured at cost less accumulated depreciation andimpairment losses. Remeasurement of lease liabilities also has been included in the measurement of rightof-lease assets. Depreciation for right-of-use assets has been classified as Cost of sales or Selling, generaland administrative expenses in the Consolidated Statement of Profit or Loss.
Right-of -use assets are depreciated using the straight-line method over the estimated useful life when it iscertain that the lease transfers ownership of the underlying asset, or over the shorter of the lease term or
estimated useful life of the underlying asset when it is not certain that the lease transfers ownership of theunderlying asset. The estimated useful life of a right-of-use asset is determined in the same manner as property,
plant and equipment.
Lease liabilities has been increased by interest which are related to lease liabilities and decreased by lease
payment. Moreover, Lease liabilities has been remeasured when the underlying condition is modified.
The Group does not recognize right-of-use assets and lease liabilities for either short-term leases with alease term of 12 months or less, or leases for which the underlying assets are of low value. The total lease154

payments of these leases are recognized as expense under the straight-line basis or another systematic basis
over the lease terms.
As for transactions as the Lessor, the Group has classified the lease transactions as either a finance lease oran operating lease based on the degree of transfer of risks and rewards.
The Group recognizes assets held under a finance lease and presents them as a receivable at an amount equal
to the net investment in the lease. The Group recognizes operating lease assets in the Consolidated Statementsof Financial Position and recognizes lease income by using the straight-line method over the period in
Consolidated Statement of Profit or Loss.
(7）Goodwill and Intangible assets① Goodwill
Goodwill is measured at the fair value of the considerations transferred, including the recognizedamount of any non-controlling interests in the acquiree at the date of acquisition, less the net
recognized amount of the identifiable assets acquired and the liabilities assumed at the acquisition date(ordinarily measured at fair value).
Goodwill is not amortized and is tested for impairment at least annually, or whenever there is an indicationof impairment.
Impairment loss on goodwill is recognized in the consolidated statement of profit or loss and no
subsequent reversal is made.
Goodwill is stated at cost less any accumulated impairment loss.
② Intangible assets
Intangible assets acquired separately are measured at cost on initial recognition. Intangible assets acquired
in a business combination and recognized separately from goodwill are measured at the fair value as of theacquisition date.
For measurement of intangible assets, the cost model is adopted, and they are carried at cost less any
accumulated depreciation and any accumulated impairment losses.
For internally generated intangible assets, the entire amount of the expenditure is recorded as an expensein the period in which it arises, except for development expenses that meet the requirements forcapitalization.
Intangible assets with finite useful lives are amortized over their estimated useful lives using thestraight-line method.
The estimated useful lives of main intangible assets are as follows:・Brands
20 and 25 years (mainly 25 years)
・Software ５years
The estimated useful lives, residual value and amortization method for an intangible asset with a finite
useful life is reviewed at the end of each reporting period, and any changes are applied prospectively as achange in accounting estimate.
The Group considers that trademark right and paintings have indefinite useful lives because they can beused continuously as the Group continues its business.
For measurement of intangible assets with indefinite useful lives, the cost model is adopted, and they
are carried at cost less any accumulated impairment losses.
Intangible assets with indefinite useful lives are not amortized and tested for impairment annually or
when there is an indication that they may be impaired, either individually or at the cash-generating units(hereinafter “CGU”).
(8）Investment Property
Investment properties are properties held to earn rental income and/or for capital appreciation.
Investment properties are measured by using the cost model and are initially stated at cost less accumulated
depreciation and accumulated impairment losses.
When it is practically difficult to distinguish between investment property and owner-occupied property,
and the portion of owner-occupied part is insignificant, the Group regard the whole property as an investment
property.
Investment properties other than land are amortized over their estimated useful lives using the straight-line
method.
The estimated useful life, residual value and amortization method for an intangible asset with a finite usefullife is reviewed at the end of each reporting period, and any changes are applied prospectively as a change inaccounting estimate.
Investment property is derecognized at the time of disposal or when the investment property is nolonger permanently used and no future economic benefits from the disposal are expected. Any gain orloss arising from derecognition of the investment property, which is calculated as the difference between
the net disposal proceeds and the carrying amount of the asset, is recognized in profit or loss at the time ofderecognition.

155

(9）Financial instruments① Financial assets（ⅰ）Initial recognition and measurement
The Group classifies financial assets into financial assets measured at fair value through profit orloss, financial assets measured at fair value through other comprehensive income or financial assets
measured at amortized cost. The classification is determined at the time of initial recognition.
The Group recognizes these financial instruments on the transaction date when it becomes a party
to the contractual provisions of the financial assets.
All financial assets are measured at fair value plus transaction costs, unless the assets are classified
as financial assets measured at fair value through profit or loss.
Financial assets that are classified as financial assets measured at amortized cost if both of thefollowing conditions are met:
・The asset is held based on the Group’s business model whose objective is to hold assets in order
to collect contractual cash flows; and・The contractual terms of the financial asset give rise on specified dates to cash flows that aresolely payments of principal and interest on the principal amount outstanding.
Other than the financial assets that are classified as financial assets measured at amortized cost areclassified as financial asset measured at fair value.
Equity financial assets measured at fair value, except for those held for trading that must be
measured at fair value through profit or loss, are designated measured at fair value through othercomprehensive income or fair value through profit or loss at initial recognition. Such designations
are made for each equity financial asset and applied consistently.
（ⅱ）Subsequent measurement
After initial recognition, financial assets are measured based on the classification as follows:(a）Financial assets measured at amortized cost
Financial assets measured at amortized cost are measured at amortized cost using the effective
interest method.
(b）Financial assets measured at fair value
Changes in fair value of financial assets measured at fair value are recognized in profit or loss.
However, changes in fair value of equity financial assets designated as measured at fair value
through other comprehensive income are recognized in other comprehensive income. Dividends
from such financial assets are recognized as part of investing income in profit or loss for the current
fiscal year.
（ⅲ）Derecognition of financial assets
The Group derecognizes financial assets when the contractual rights to the cash flows from thefinancial assets expire, or when the Group transfers the financial assets and substantially all the risks
and rewards of ownership. If the Group maintains control of the transferred financial asset, it
recognizes the asset and associated liabilities to the extent of its continuing involvement.
（ⅳ）Impairment of financial assets
For financial assets measured at amortized cost, the Group recognizes an allowance for doubtful
accounts for expected credit losses.
The Group assesses at the end of the reporting period whether the credit risk on each financial asset
has increased significantly since initial recognition. If the credit risk has not increased significantly
since initial recognition, the amount equal to expected credit losses for 12 months is recognized asallowance for doubtful accounts. On the other hand, if the credit risk has increased significantly
since initial recognition, the amount equal to lifetime expected credit losses is recognized asallowance for doubtful accounts.
When contractual payments are more than 30 days past due, the Group determines in principle that
there has been a significant increase in credit risk. However, reasonable and supportable information(internal rating, external rating and others) is taken into consideration in assessing whether there is asignificant increase in credit risk.
When the collection of all or a portion of a receivable is considered impossible or extremely
difficult, the receivable is deemed to be in default.
However, for trade receivables and contract assets that do not contain a significant financing
component, the allowance for doubtful accounts is always recognized at the amount equal to lifetime
expected credit losses, regardless of whether or not the credit risk has increased significantly sinceinitial recognition.
Expected credit losses are measured at the present value of the difference between the contractual
cash flows that are due to the Group under the contract and all the cash flows that the Group expects
to receive.
The expected credit losses of financial assets are estimated in a way that reflects the following:
・An unbiased and probability-weighted amount determined by evaluating a range of possible156

outcomes
・Reasonable and supportable information about past events, current conditions and forecasts ofeconomic conditions that is available without undue cost or effort at the reporting date.
If there are significant economic fluctuations, additional adjustment is made in expected loss.
The Group directly writes off an asset by reducing the total carrying amount in cases wherecollection of contractual cashflow is not reasonably expected, entirely or partially.
An allowance for doubtful accounts for financial assets is recognized in profit or loss. If an event
occurs that reduces the allowance for doubtful accounts, the reversal of the allowance for doubtful
accounts is recognized in profit or loss.
② Financial liabilities（ⅰ）Initial recognition and measurement
Financial liabilities are either classified as financial liabilities measured at fair value through profit
or loss or financial liabilities measured at amortized cost, and this classification is determined at thetime of initial recognition.
The Group initially recognizes debt securities issued by the Group as of such issuance date. All theother financial liabilities are recognized as of the transaction date in which the Group becomes acontracting party of such financial instruments.
All financial liabilities are initially measured at fair value, but financial liabilities measured atamortized cost are measured using the amount obtained after deducting directly attributabletransaction costs.
（ⅱ）Subsequent measurement
After initial recognition, financial liabilities are measured based on the classification as follows:(a）Financial liabilities measured at fair value
For measurements made after the initial recognition of a financial liability, any financial liabilities
measured at fair value through profit or loss include financial liabilities held for trading purposes andfinancial liabilities specified at the time of initial recognition are measured at fair value throughprofit or loss.
Changes in fair value of financial liabilities measured at fair value are recognized in profit or loss.
(b）Financial liabilities measured at amortized cost
Financial liabilities measured at amortized cost are measured using the effective interest method
after initial recognition.
Amortization under the effective interest method and gains or losses on derecognition arerecognized as part of finance expenses in profit or loss for the current fiscal year.
（ⅲ）Derecognition of financial liabilities
The Group derecognizes financial liabilities when they are extinguished, (i.e., when the obligations
specified in the contract are discharged or cancelled or expired.)③ Presentation of financial assets and liabilities
Financial assets and liabilities are offset and the net amount is presented in the consolidated statementof financial position only when the Group currently has a legally enforceable right to set off therecognized amounts, and intends either to settle on a net basis or to realize the asset and settle the liability
simultaneously.
④ Derivatives and hedge accounting
The Group uses derivatives such as foreign currency forward exchange contracts and interest rate swap
contracts to hedge currency risks and interest rate risks. These derivative financial instruments are initiallyrecognized at fair value on the date on which a derivative contract is entered into, and after initialrecognition, they are remeasured at fair value.
Changes in fair value of derivatives measured at fair value are recognized in profit or loss.
The hedge accounting was not applied to derivatives.
(10）Employee benefits
For short-term employee benefits, no discount calculation is made, and expenses are recorded whenemployees provide related services.
For bonuses and paid leave expenses, the Group has legal or presumptive obligations to pay them andrecognizes as liabilities the amount estimated to be paid based on those plans if reliable estimates are possible.
Long-term employee benefits other than post-employment benefits are determined by discounting to thepresent value the future benefits that employees have earned in return of their services rendered in the current
and prior fiscal years.
The Group has adopted defined benefit plans and defined contribution plans as post-employment benefit
plans.
The present value of the defined benefit obligations is calculated by using the projected unit credit method.
The liabilities or assets of the defined benefit plan are recognized at an amount representing the present
value of the defined benefit obligations less the fair value of the plan assets.
157

Remeasurement of the net defined benefit liabilities or assets is recognized as other comprehensive income
at the time of occurrence and is immediately reclassified to retained earnings. Past service cost and any gainor loss on settlement are recognized as profit or loss.
Expenses related to post-employment benefits of the defined contribution pension plan are recognized as
expenses at the time an employee provides the relevant service.
(11）Income Tax
Income tax is composed of current tax and deferred tax.
Current tax is determined with the amount expected to be paid to or refunded from the tax authorities. The
determination of the tax amount is based on the tax rate and tax laws that are enacted, or are substantively
enacted, by the closing date of the reporting period.
Current tax is recognized as a profit or loss excluding items relating to items recognized as othercomprehensive income or direct equity.
Deferred tax assets and liabilities are recognized in respect of temporary differences between the accounting
carrying amount and the tax amount of assets and liabilities. Deferred tax assets are recognized to the extent
that it is expected that taxable profits will be available against which deductible temporary differences,
unused tax credits carried forward and tax losses carried forward can be utilized. In principle, deferred tax
liabilities are recognized for all taxable temporary differences.
Deferred tax assets or liabilities are not recognized for the following cases:
・Taxable temporary differences arising from the initial recognition of goodwill
・Temporary differences on the initial recognition of assets or liabilities arising from a transaction otherthan a business combination that affects neither accounting profit nor taxable profit
・Deductible temporary differences associated with investments in subsidiaries and associates when it isprobable that the temporary difference will not reverse in the foreseeable future, or when it is notprobable that there will be sufficient taxable profits against which the deductible temporary differences
can be utilized.
・Taxable temporary differences associated with investments in subsidiaries and associates when the
Company is able to control the timing of the reversal of the temporary difference and it is probable thatthe temporary difference will not reverse in the foreseeable future.
Deferred tax assets and liabilities are measured by estimating the statutory effective tax rate expected to be
applied in the period in which the assets are generated or liabilities are settled, based on the tax rate enacted
or substantially enacted at end of the fiscal year.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax assets
against current tax liabilities, and deferred tax assets and liabilities are related to income taxes levied on thesame taxable entity by the same tax authority.
If an uncertain tax position of income tax being incurred is highly possible, a reasonable estimated amountis recognized as an asset or liability.
The Group adopts the exceptions to the "International Tax Reform - Pillar 2 Model Rules (amendments of
IAS 12)".
(12）Provisions
Provisions are recognized if the Group has a present legal or constructive obligation as a resultof past events, if it is likely that an outflow of economic resources will be required to settle the obligation,and if the amount can be reliably estimated. When the time value of money is material, provisions aremeasured at the present value by discounting the expected future cash flows at a pretax rate that reflects thetime value of money and the risks specific to the liability. The unwinding of the discount is recognized as afinance expense.
(13）Revenue Recognition
The Group recognizes revenue under the following five-step approach for contracts with customers,
excluding interest and dividend income under IFRS 9 “Financial Instruments” and lease income under
IFRS 16 “Leases” (“IFRS 16”).
Step 1: Identify the contract(s) with a customer
Step 2: Identify the performance obligations in the contract
Step 3: Measure the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognize revenue when (or as) the entity satisfies performance obligations
The Group recognizes revenue when control of promised products is transferred to customers andperformance obligations are satisfied. The Group’s revenue is recognized for transactions, net of any trade
discounts or rebates given. In addition, provision for expected returns is deducted from revenue based on
actual return amounts from previous fiscal year. Potential increases in trade discounts, rebates or returns
resulting from changes in market conditions or consumer demand may adversely affect revenue.
158

(14）Government Grants
Government grants are recognized at fair value when the conditions attached to them are met and there isreasonable assurance that the grants will be received.
Government grants related to assets are subtracted when calculating the carrying amount for the assets.
Government grants related to expenses are recognized in profit or loss on a periodical basis over theperiods in which the related costs that are intended to be compensated by the grants are recognized as
expenses.
There are no unfulfilled conditions or contingencies related to these grants.
(15）Shared-Based Compensation
The Company adopted an equity-settled stock option plan. Due to the introduction of a restricted stockcompensation plan, the stock option plan was abolished except for the options already granted.
The Company has adopted an equity-settled restricted stock compensation plan from the fiscal year ended
March 31, 2022. The consideration for services received is measured at fair value of the Company’s sharesat the grant date and is recognized as expense in profit or loss together with a corresponding increase inequity.
(16）Impairment of non-financial assets
The carrying amounts of the Group’s non-financial assets, excluding inventories and deferred tax assets,are reviewed to determine whether there is any indication of impairment at each reporting date. If there is
any indication of impairment, the recoverable amount for the asset is estimated.
The recoverable amount for an asset or CGU is the higher of value-in-use and fair value less costs ofdisposal. In assessing value-in-use, the estimated future cash flows are discounted to their present value using
a pre-tax discount rate that reflects the time value of money and the risks specific to the asset. Assets that are
not individually tested in impairment testing are integrated into the smallest CGU that generates cash inflows
largely independent of cash inflows from other assets or asset groups. The CGU for goodwill tested in
impairment testing is determined based on the aggregated unit by which the goodwill is monitored for internalmanagement purposes. Goodwill acquired in business combinations is allocated to each CGU that is expected
to benefit from synergies of the business combinations.
Because the corporate assets do not generate independent cash inflows, if there is an indication that corporate
assets may be impaired, the recoverable amount is determined for the CGU to which the corporate assets
belong.
If the carrying amount of an asset or a CGU exceeds the recoverable amount, an impairment loss isrecognized in profit or loss for the period. Impairment losses recognized in relation to a CGU are firstallocated to reduce the carrying amount of any goodwill allocated to the CGU and then allocated to the otherassets of the CGU pro rata on the basis of their carrying amounts.
An impairment loss related to goodwill cannot be reversed in future periods. Previously recognizedimpairment losses on assets other than goodwill are reviewed at each reporting date to determine whether
there is any indication that a loss has decreased or no longer exists. A previously recognized impairment loss
is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable
amount since the last impairment loss was recognized. The reversal is limited so that the carrying amount of
the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been
determined, net of depreciation, had no impairment loss been recognized for the asset in prior years.
(17）Earnings Per Share
Basic earnings per share are calculated by dividing profit attributable to ordinary equity holders of theparent by the weighted average number of shares of common stock outstanding during the period, adjusted
for shares of treasury stock held. Diluted earnings per share are calculated by adjusting for the effects of all
dilutive potential common stocks.
(18）Business Combination
The acquiree’s identifiable assets acquired and liabilities assumed are recognized, in principle, at their fairvalues at the acquisition date.
Goodwill is recognized as the excess of the sum of the amount of any non-controlling interests in theacquiree and the fair value of the acquirer’s previously held equity interest in the acquiree, over the net ofthe amounts of the identifiable assets and liabilities at the acquisition date. Conversely, any bargain
purchase is immediately recognized in profit or loss. The consideration transferred is measured as the sumof the fair values of the assets transferred by the acquirer, the liabilities incurred by the acquirer to former
owners of the acquiree, the equity interests issued by the acquirer, and fair value of asset and liability
resulting from a contingent consideration arrangement. Acquisition related costs incurred for businesscombinations are expensed as incurred. For each business combination, the Group elects whether tomeasure the non-controlling interests in the acquiree at fair value or at the proportionate share of the159acquiree’s identifiable net assets.
(19）Segment Information
An operating segment is a component of business activities from which the group earns sales and incur
expenses, including transactions with other operating segments. The operating results of all operating
segments for which separate financial information is available are regularly reviewed by the Group’s Boardof Directors in order to decide the allocation of management resources to each segment and to assess its
performance.
(20）Assets Held For Sale
Non-current assets and disposal groups are classified as held for sale if their carrying amount will berecovered principally through a sale transaction rather than through continuing use. This condition is regarded
as met only when the sale is highly probable, and the non-current asset (or disposal group) is available for
immediate sale in its present condition. Management must be committed to the sale, which should be expected
to qualify for recognition as a completed sale within one year from the date of classification.
Assets classified as held for sale are measured at the lower of their previous carrying amount and fairvalue less costs to sell and are not depreciated or amortized after their classification.
(21）Treasury shares
The Group’s own equity instruments, which are reacquired, are recognized at cost and deducted fromequity. No gain or loss is recognized on the purchase, disposal or cancellation of the Group’s own equity
instruments. Any difference between the carrying amount and the consideration given is recognized in othercapital reserves.

160

４．Significant Accounting Estimates And Judgments

The preparation of consolidated financial statements requires management to make estimates andassumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets andliabilities at the date of the consolidated financial statements and the reported amounts of revenues andexpenses during the reporting period. Actual results could differ from those estimates.
These estimates and underlying assumptions are reviewed on an ongoing basis. The impact of a revision isrecognized in the accounting period in which the review was conducted and in future accounting periods.
The following are accounting estimates that may have a material effect on the consolidated financial
statements.
The Group developed future business plans based on assumptions and used them for the estimates of
impairment charges on property, plant and equipment, goodwill and other intangible assets.
(1) Valuation of goodwill(Millions of yen)Previous Consolidated

Current Consolidated

Fiscal Year
(March 31, 2022)

Fiscal Year
(March 31, 2023)

Goodwill allocated to Wacoal Europe Ltd. Group

9,932

10,221

Goodwill allocated to Wacoal International Corp. Group

13,013

6,035

Impairment tests on goodwill are performed by comparing the carrying amount and the recoverable amountof the CGU. If the carrying amount of a CGU exceeds the recoverable amount, an impairment loss isrecognized in profit or loss for the period. The recoverable amount for a CGU is the higher of value-in-use
and fair value less costs of disposal.
The recoverable amount includes the assumptions such as useful lives of asset, future cash flows, riskadjusted discount rates and growth rates. There is a possibility that impairment charges would be recognized
if the forecast of business results deteriorates, or the tax rates or risk-adjusted discount rates increase.
See Note 13. Goodwill and Intangible Asset for further information about measurement of recoverable
amount.

５．Unapplied Issued Standards and Interpretations

Among new or revised standards and interpretations issued by the date of approval of the consolidated
financial statements, the following is the main standard which has not been early adopted by the Group. The
impact of the adoption of this new IFRS on the Group is under consideration.
Mandatory
Standards

Standards nameapplication period(Fiscal year starting
after)IAS 12

Income Taxes

January 1, 2023

Application
period for the

Fiscal year
ended March 31,
2024

161

Overview of new and revised standards

Group
To clarify the accounting treatment ofdeferred taxes on leases anddecommissioning obligations

６．Segment Information(1）Overview of reportable segments
The Group has three reportable segments: "Wacoal Business (Domestic)," "Wacoal Business (Overseas)," and"Peach John Business". These segments represent components of the Companies for which separate financial
information is available and for which operating income (loss) is reviewed regularly by the chief operating
decision-maker in deciding how to allocate the Group’s resources and in assessing their performance.
The main production manufactured and sold by each reportable segment are as follows:
Reportable segments

Mainly production

Wacoal Business (Domestic)

innerwear (consisting of foundation, lingerie, nightwear and children's innerwear),outerwear, sportswear and Others

Wacoal Business (Overseas)

innerwear (consisting of foundation, lingerie, nightwear and children's innerwear),outerwear, sportswear and other textile-related products

Peach John

innerwear (consisting of foundation, lingerie and nightwear), outerwear and othertextile-related products(2）Information on reportable segment
The accounting policies used for these reportable segments are the same as those described in the summary ofsignificant accounting policies in Note 3.
Date of Transition (April 1, 2021)(Millions of yen)
Reportable segments
Wacoal
WacoalBusiness Business Peach John
(Domestic) (Overseas) Business
Segment assets

281,969

87,453

10,872

Total

Other Adjustments Consolidat(Note 1)
(Note 3)
ed

380,294

15,833(76,912)319,215

Previous Consolidated Fiscal Year (From April 1, 2021 to March 31, 2022)(Millions of yen)
Reportable segments
Wacoal
WacoalBusiness Business Peach John
(Domestic) (Overseas) Business

Total

Other Adjustments Consolidate(Note 1)
(Note 3)d

Revenue
External customers(Note 2)

88,12859,214

12,200159,542

12,530－172,072

844

8,425

363

9,632

3,694

(13,326)－

Total

88,972

67,63912,563

169,174

16,224(13,326)

172,072

Segment profit(loss)(Note 4)

604

2,055

1,650

4,309

(1,018)－3,291

255,053

96,293

11,360362,706

14,457(77,986)

299,177

5,808

3,767

881

10,456233－

10,689

211

－

－

211

－

－

211

Impairment losses ofInvestments accounted forusing the equity method

1,485

－

－

1,485

－

－

1,485

Capital expenditures

7,409

2,053

255

9,717

76

－

9,793

Intersegment

Segment assets
Other items
Depreciation and amortization
Impairment losses

162

Current Consolidated Fiscal Year (From April 1, 2022 to March 31, 2023)(Millions of yen)
Reportable segments
Wacoal
WacoalPeach John
Business Business Business(Domestic) (Overseas)

Total

Other
(Note 1)

Adjustment
Consolidatesd(Note 3)

Revenue
External customers(Note 2)

96,746

66,732

11,918

175,396

13,196－

188,592

Intersegment

1,048

13,725248

15,021

4,434(19,455)－

97,79480,457

12,166

190,417

17,630(19,455)

188,592

2,862(7,397)915(3,620)130－(3,490)244,528

91,944

11,948348,420

15,316(78,440)

285,296

Depreciation andamortization

6,457

4,341

1,187

11,985379－

12,364

Impairment losses

103

10,033－

10,136－－

10,136

Impairment losses ofInvestments accounted forusing the equity method

154

－

－

154

－

－

154

3,258

1,412

331

5,001

47

－

5,048

Total
Segment profit(loss)(Note 4)
Segment assets
Other items

Capital expenditures（Notes） １．The “Other” category consists of business segments not included in the reportable segments andmainly include Lecien business and Nanasai business. The main revenue consists of innerwear (foundation,
lingerie), other textile-related products, mannequins, and construction of stores and interior design.
２． Net sales to external customers consist of revenue from contracts with customers and the otherrevenue which is mainly composed of operating lease income as lessor.
３．Adjustments include intersegment elimination.
４．The aggregated amounts of operating profit and loss are equal to those presented in the consolidated
statement of profit or loss. Refer to the consolidated statement of profit or loss for the reconciliation ofoperating profit to profit before income taxes.
５．Intersegment sales and transfers are accounted at cost plus a markup.

163

(3）Information on products and services
The external sales by products and services are as follows:
Previous Consolidated Fiscal
Year（From April 1, 2021
to March 31, 2022）(Millions of yen)
Current Consolidated Fiscal
Year（From April 1, 2022
to March 31, 2023）

139,462

151,715

6,688

6,833

789

931

Subtotal

146,939

159,479

Outerwear/sportswear and others

10,777

12,815974

1,366

Other textile goods and related products

5,359

6,530

Others

8,023

8,402

172,072

188,592

Innerwear:
Foundation and lingerieNightwear
Children's underwear

Hosiery

Total

164

(4）Information on geographical areas
Sales to customers and non-current assets by region are following:
Sales from external customers
Previous Consolidated Fiscal
Year（From April 1, 2021
to March 31, 2022）(Millions of yen)
Current Consolidated Fiscal
Year（From April 1, 2022
to March 31, 2023）

Japan

111,623

120,712Asia and Oceania

20,29522,316

Americas and Europe

40,15445,564

172,072

188,592

Total（Notes）１．Sales are attributed to countries or areas based on the location where sold.
２． In the region of “Americas and Europe”, sales at United States for the previous and current fiscal
years were ¥30,113 million and ¥33,046 million, respectively.
Non-current assets
Date of Transition(April 1, 2021)

Previous Consolidated
Fiscal Year
(March 31, 2022)(Millions of yen)
Current Consolidated
Fiscal Year
(March 31, 2023)

Japan

56,88260,10656,425Asia and Oceania

5,968

6,410

5,501

Americas and Europe

35,70738,37830,12598,557

104,894

92,051

Total（Notes） １． Noncurrent assets are classified by region based on locations of the assets and do not include financial
instruments, deferred tax assets, nor net defined benefit assets.
２． In the region of “Americas and Europe”, noncurrent assets at United States for the transition date,fiscal years ended March 31, 2022 and 2023 were ¥19,778 million, ¥ 21,773 million and ¥12,059 million,
respectively and noncurrent assets at United Kingdom for the transition date, fiscal years ended March 31,
2022 and 2023 were ¥14,245 million, ¥ 14,684 million and ¥14,757 million, respectively(5）Information on major customers
This information is omitted because none of the external customers account for 10% or more of the revenue
presented in the consolidated statement of profit or loss.

165

７．Cash and cash equivalents

Cash and cash equivalents are composed of the following:
Previous Consolidated
Fiscal Year
(March 31, 2022)(Millions of yen)
Current Consolidated
Fiscal Year
(March 31, 2023)

63,95537,21926,774

Short-term investments

32

266

7

Total

63,98737,48526,781

Date of Transition(April 1, 2021)
Cash and deposits

The balance on the consolidated statement of financial position is equal to the balance on the consolidated
statement of cash flows.
８．Trade and other receivables

Trade and other receivables are composed of the following:
Date of Transition(April 1, 2021)

Previous Consolidated
Fiscal Year
(March 31, 2022)(Millions of yen)
Current Consolidated
Fiscal Year
(March 31, 2023)

Trade notes receivables

1,148

943

955

Accounts receivable-trade

16,90318,804

18,458

Accounts receivable-other

941

1,241

1,009

Allowance for doubtful accounts

(335)

(282)

(207)

18,657

20,706

20,215

Total

Trade and other receivables are classified as financial assets measured at amortized cost.

166

９．Other financial assets(1）Breakdown of other financial assets
Other financial assets are composed of the following:
Date of Transition(April 1, 2021)

Previous Consolidated
Fiscal Year
(March 31, 2022)(Millions of yen)
Current Consolidated
Fiscal Year
(March 31, 2023)

Financial assets measured at amortized cost
Time deposits

1,462

1,341

1,247

Debt securities

222

－

96

Security deposits

4,091

4,132

4,025

Others

1,015

548

762

Mutual funds

122

137

175

Equity securities

1,865

2,032

1,616

42

97

7

49,64745,57544,040

106

182

31

58,57254,044

51,999Current assets

2,238

1,795

1,804

Noncurrent assets

56,33452,24950,19558,57254,044

51,999Financial assets measured at fair value
through profit or loss

Derivatives
Financial assets measured at fair value
through other comprehensive income
Equity securities
Others
Total

Total

(2）Financial assets measured at fair value through other comprehensive income
The fair value of equity financial assets measured at fair value through other comprehensive income by issue
is as follows:(Millions of yen)Previous
Consolidated
Current
Consolidated
Date of Transition
Issue
Fiscal Year
Fiscal Year
(April 1, 2021)(March 31, 2022)(March 31, 2023)
KDDI Corporation

5,162

6,090

6,223

Aeon Co., Ltd.

5,097

4,033

3,967

Bank of Kyoto, Ltd.

3,882

3,049

3,562

Kyocera Corporation

3,132

3,069

3,071

SCREEN Holdings Co., Ltd.

2,115

2,684

2,530

The Group holds equity financial assets mainly for the purpose of maintaining and enhancing business
relationships and has elected to classify them as equity financial assets measured at fair value through othercomprehensive income.

167

(3）Derecognition of financial assets measured at fair value through other comprehensive income
The Group derecognizes some of financial assets measured at fair value through other comprehensive income
by selling them for the purposes of increasing asset efficiency, reviewing business relationships, and so forth.
The following are the fair values of financial assets measured at fair value through other comprehensive income
when they were sold and the associated accumulated gains or losses that have been recognized as othercomprehensive income during each fiscal year:(Millions of yen)Previous Consolidated Fiscal Year
（From April 1, 2021
to March 31, 2022）
Fair value

Current Consolidated Fiscal Year
（From April 1, 2022
to March 31, 2023）

Accumulated gains (losses)
3,185

1,020

Fair value

Accumulated gains (losses)
4,131

2,640

When financial assets measured at fair value through other comprehensive income are derecognized or when theirfair value decreases significantly, accumulated gains or losses that have been recognized as other comprehensive
income are transferred to retained earnings. Accumulated gains or losses of other comprehensive income (net oftax) that transferred to retained earnings amounted to ¥708 million gain and ¥1,472 million gain for the previous
and current fiscal year, respectively.
The following is the breakdown of dividend income recognized from equity financial instruments.
(Millions of yen)Previous Consolidated Fiscal Year
（From April 1, 2021
to March 31, 2022）

Current Consolidated Fiscal Year
（From April 1, 2022
to March 31, 2023）

Investments derecognized Investments held at end of the Investments derecognized Investments held at end of theduring the year
year
during the year
year
33

930

168

61

1,104

10．Inventories

Inventories are composed of the following:
Date of Transition(April 1, 2021)

Previous Consolidated
Fiscal Year
(March 31, 2022)(Millions of yen)
Current Consolidated
Fiscal Year
(March 31, 2023)

Finished products

37,274

38,15945,711Work in process

3,859

4,177

4,638

Raw materials

2,269

3,590

3,371

43,40245,92653,720Total

Inventories recognized as expenses for the previous and current fiscal years amounted to ¥75,014million and¥80,845 million, respectively.
Write-downs of inventories recognized as expenses for the previous and current fiscal years were ¥1,642 millionand ¥2,231 million, respectively.
11．Other assets

Other assets are composed of the following:
Previous Consolidated
Fiscal Year
(March 31, 2022)(Millions of yen)
Current Consolidated
Fiscal Year
(March 31, 2023)

4,672

401

174

605

658

708

1,790

1,864

2,218

7,067

2,923

3,100

Capitalized supplies

139

152

119

Others

840

818

714

979

970

833

Date of Transition(April 1, 2021)
Other current assets
Income taxes receivable
Return assets
Others
Total
Other noncurrent assets

Total

169

12．Property, plant and equipment(1）Change in property, plant and equipment
Increase / (decrease) in acquisition costs, accumulated depreciation and impairment of property, plant andequipment are as follows:
Acquisition Costs(Millions of yen)
Buildings an Machinery
Tools,
Constructiondandfurniture and
Land
Total
structures
vehiclesfixturesin progress
April 1,2021

71,045

10,147

8,856

17,647

1,264

108,959

Acquisition

597

429

211

133

5,316

6,686

Sales or disposal

(744)

(240)

(290)

(289)

－

(1,563)

Transfers between accounts

4,476

133

351

98

(5,395)(337)

Foreign currency translation
adjustments

1,042

638

371

86

82

2,219

－

(17)

(3)

80

－

60

March 31,2022

76,416

11,0909,496

17,755

1,267

116,024

Acquisition

575

427

314

－

1,693

3,009

Sales or disposal(3,395)

(464)

(477)

(985)

－

(5,321)

Transfers between accounts

1,065

651

445

(239)

(2,542)(619)

Foreign currency translation
adjustments

670

418

311

92

15

1,506

Others

67

－

－

1

－

67

75,39812,122

10,08916,624

433

114,666

OthersMarch 31,2023

170

Accumulated Depreciation and Accumulated Impairment Losses
Buildings an Machinery
Tools,dandfurniture andstructures
vehiclesfixtures
April 1,2021(Millions of yen)
Construction
Total
in progressLand(47,913)(8,558)(7,444)(71)－(63,986)(1,880)

(473)

(599)

－

－

(2,952)

Impairment losses

(188)

－

(15)

－

－

(203)

Sales or disposal

689

220

285

8

－

1,202

Foreign currency translation
adjustments

(675)

(534)

(297)

－

－

(1,506)

7

16

－

－

－

23

March 31,2022(49,960)(9,329)(8,070)(63)－(67,422)

Depreciation(1,993)

(542)

(607)

－

－

(3,142)

Impairment losses

(76)

－

(11)

－

－

(87)

Sales or disposal

2,890

373

444

－

－

3,707

Foreign currency translation
adjustments

(353)

(345)

(252)

－

－

(950)

Others

(69)

(1)

－

－

－

(70)

(49,561)(9,844)(8,496)(63)－(67,964)

Depreciation

OthersMarch 31,2023（Note）The depreciation expense for property, plant, and equipment is included in cost of sales as well as in selling,
general, and administrative expenses in the consolidated statement of profit or loss.
Balances of Carrying Amount
Buildings an Machinery
Tools,dandfurniture andstructures
vehiclesfixtures

Land(Millions of yen)
Construction
Total
in progress

April 1, 2021

23,132

1,589

1,412

17,576

1,264

44,973

March 31, 2022

26,456

1,761

1,426

17,692

1,267

48,602

March 31, 2023

25,837

2,278

1,593

16,561433

46,702(2）Impairment losses
Property, plant and equipment are classified into asset groups based on cash-generating units, which are thesmallest identifiable groups of assets generating cash flows that are largely independent of cash inflows fromother assets or groups of assets.
Impairment losses are included in other expenses in the consolidated statement of profit or loss.
Major impairment losses recognized in the year ended March 31, 2022 were as follows.
The carrying amount of the buildings and structures under the Wacoal Business (Domestic) were written down
to their fair values less costs of disposal, resulting in the recognition of an impairment charge of ¥24 million.
The Company performed an impairment test for fixed assets due to making a decision to close a subsidiary anddetermined that the fair value less costs of disposal was lower than the carrying amount. To measure the fairvalues, the Company used appraisals prepared by independent third-party appraisers based on recent
transactions involving sales of similar assets and the fair value hierarchy is level 3.
The carrying amount of Wacoal Corp.'s buildings and structures, machinery and equipment and right-of-use
assets under the Wacoal Business (Domestic) were fully written off, resulting in an impairment charge of ¥164
million, ¥15 million, and ¥8 million, respectively. The impairment was mainly caused by a downturn in sales.
The recoverable amount was measured at the value in use and the amount was assessed at zero given that the
future cash flows were expected to be negative.
Major impairment losses recognized in the year ended March 31, 2023 were as follows.
The carrying amount of Wacoal Corp.'s buildings and structures, machinery and equipment and right-of-use
assets under the Wacoal Business (Domestic) were fully written off, resulting in an impairment charge of ¥76
million, ¥11 million, and ¥16 million, respectively. The impairment was mainly caused by a downturn in sales.
171

The recoverable amount was measured at the value in use and the amount was assessed at zero given that the
future cash flows were expected to be negative.

172

13．Goodwill and Intangible assets(1）Change in goodwill and intangible assets
Increase / (decrease) in acquisition costs, accumulated depreciation and impairment of goodwill andintangible asset are as follows:
Acquisition Costs(Millions of yen)
Goodwill

Intangible assets
SoftwareBrandsTrademarks

Others

Total

April 1, 2021

35,743

17,221

7,479

5,316

2,199

32,215Acquisition

－

3,181

－

－

1

3,182

Sales and disposal－(1,173)

－

－

(31)

(1,204)

1,960

256

479

－

113

848

－

(96)

－

－

－

(96)

37,703

19,389

7,958

5,316

2,282

34,945Acquisition

－

1,963

－

－

4

1,967

Sales and disposal－(1,920)

－

－

(20)

(1,940)

1,592

169

309

－

91

569

－

(17)

－

－

(67)

(84)

39,295

19,584

8,267

5,316

2,290

35,457

Foreign currency translation
adjustments
OthersMarch 31, 2022

Foreign currency translation
adjustments
OthersMarch 31, 2023

173

Accumulated Depreciation and Accumulated Impairment Losses(Millions of yen)
Goodwill
April 1, 2021

Intangible assets
SoftwareBrandsTrademarks

OthersTotal(14,574)(8,747)(2,748)(4,827)(550)(16,872)

Amortization－(2,509)

(401)

－

(171)

(3,081)

Impairment losses

－

－

－

－

－

－

Sales and disposal

－

1,092

－

－

2

1,094

(184)

(214)

(190)

－

(69)

(473)

－

52

－

－

1

53

March 31, 2022

(14,758)(10,326)(3,339)(4,827)(787)(19,279)

Amortization－(2,869)

(408)

－

(158)

(3,435)

Impairment losses(8,281)

－

(901)

－

(326)

(1,227)

Sales and disposal

－

1,732

－

－

13

1,745

Foreign currency translation
adjustments

－

(129)

(107)

－

(44)

(280)

Others

－

(2)

－

－

64

62

(23,039)(11,594)(4,755)(4,827)(1,238)(22,414)

Foreign currency translation
adjustments
OthersMarch 31, 2023

（Note）The depreciation expense for intangible asset is included in cost of sales as well as in selling, general, andadministrative expenses in the consolidated statement of profit or loss.
Balances of Carrying Amount(Millions of yen)
Goodwill

Intangible assets
SoftwareBrandsTrademarks

Others

Total

April 1, 2021

21,169

8,474

4,731

489

1,649

15,343

March 31, 2022

22,945

9,063

4,619

489

1,495

15,666

March 31, 2023

16,256

7,990

3,512

489

1,052

13,043The expenditures for the research and development activities expensed during the previous year and current
year were ¥449 million and ¥598 million, respectively, which are included in cost of sales as well as in selling,
general, and administrative expenses in the consolidated statement of profit or loss.
(2）Intangible assets with indefinite useful lives
The amount of intangible assets with indefinite useful lives for the transition date, fiscal years ended March 31,
2022 and 2023 were ¥1,568 million, ¥1,539 million and ¥1,532 million, respectively. These mainly consist of
the trademark of Peach John recognized when the Company purchased the Peach John Business. The Company
considers that trademark right have indefinite useful lives because they can be used continuously as they
Company continues its business.

174

(3）Impairment of goodwill and intangible assets with indefinite useful lives
Goodwill acquired in business combinations is allocated to each of CGU that is expected to benefit from thebusiness combinations.
Carrying amounts of the goodwill allocated to a CGU are the following:(Millions of yen)
Goodwill
Reportable segments

Wacoal Business(Overseas)

Cash-generating units

Date of Transition(April 1, 2021)

Previous
Current Consolidated
Consolidated Fiscal
Fiscal Year
Year
(March 31, 2023)(March 31, 2022)

Wacoal Europe Ltd. Group

9,398

9,932

10,221

Wacoal International Corp.
Group

11,771

13,013

6,035

21,16922,945

16,256

Total

Carrying amounts of the intangible assets with indefinite useful lives allocated to a CGU are the following:(Millions of yen)
Intangible assets with indefinite useful lives
Reportable segments

Cash-generating units

Peach John Business

Peach John Co., Ltd. Group

Date of Transition(April 1, 2021)

Total

Previous
Current Consolidated
Consolidated Fiscal
Fiscal Year
Year
(March 31, 2023)(March 31, 2022)

489

489

489

489

489

489

The goodwill and intangible assets with indefinite useful lives are tested for impairment at least annually, as
well as whenever there is any indication of impairment.
Impairment losses are included in other expenses in the consolidated statement of profit or loss.
Present value of future cash flows used to calculate the recoverable amount were based on a five year
business plan approved by management reflecting the average long term growth rate in the relevant market anda pretax discount rate of 16.0~22.3%, 18.2~20.2% and 18.8~19.6% for the transition date, fiscal years ended
March 31, 2022 and 2023 respectively.
The plan includes significant assumptions such as the possibility of achievement of expected sales volumes andmarket growth rate in the regions where the Group operates. In calculating the terminal value in excess of thebusiness plan, the long-term average growth rate in the industry or country to which the CGU belongs is taken
into consideration. The long-term average growth rate were 2.0~3.0%, 2.0~3.0% and 2.0~3.0% as of date oftransition, for the fiscal years ended March 31, 2022 and 2023, respectively, and all of them were within arange of the industry or country.
The recoverable amount of the Wacoal Europe Ltd. Group was calculated by measuring value in use. If the pretax discount rate were to increase by approximately 6.0% (approximately 3.9% in the previous fiscal year) or
the sales were to decrease by approximately 4.1% (approximately 2.7% in the previous fiscal year), therecoverable amount could be equal to the carrying amount.
The recoverable amount of the Wacoal International Corp. Group was calculated by measuring the fair valueless costs of disposal and measured at Level 3 fair value. As a result of the impairment test as of the end of
March 31, 2023, goodwill, brand, other assets and right-of-use assets were written down to their recoverable
amount resulting in an impairment charge of ¥10,033 million (¥8,281 million, ¥901 million, ¥326 million, ¥525
million, respectively). The impairment was caused by the revision to the business plan made to reflect thechanges in the external environment, including the stricter data privacy regulations on digital marketing and therecent slowdown in consumer spending.
Other than the above CGU groups, since the recoverable amount is well above the carrying amount, the Grouphas concluded that even if the discount rate and the sales used for calculating the recoverable amount moved
within a reasonable range of values, it would not be probable that a material impairment would be recorded.

175

14．Investment property(1）Change in investment property
Increase / (decrease) in acquisition costs, accumulated depreciation of investment property are as follows:
Acquisition Costs
Previous Consolidated Fiscal
Year（From April 1, 2021
to March 31, 2022）(Millions of yen)
Current Consolidated Fiscal
Year（From April 1, 2022
to March 31, 2023）

6,573

5,678

(895)

－

Transfers between accounts－

239

Balance at the ending of the year

5,678

5,917

Previous Consolidated Fiscal
Year（From April 1, 2021
to March 31, 2022）(Millions of yen)
Current Consolidated Fiscal
Year（From April 1, 2022
to March 31, 2023）(3,447)(2,953)

Depreciation

(7)

(7)

Sales and disposal

501－(2,953)(2,960)

Balance at the beginning of the year
Sales and disposal

Accumulated Depreciation and Accumulated Impairment Losses

Balance at the beginning of the year

Balance at the ending of the year

Carrying amounts and fair value of the investment property are following:
Date of Transition(April 1, 2021)

Investment Property

Carrying Am
ount

Fair value

3,126

9,309

Previous Consolidated
Fiscal Year
(March 31, 2022)
Carrying Am
Fair value
ount
2,725

6,906

(Millions of yen)
Current Consolidated Fiscal
Year(March 31, 2023)
Carrying Am
Fair value
ount
2,957

7,779

The fair value of investment property is determined based on a valuation conducted by an external real estateappraiser. The valuation is made in accordance with the appraisal standards of the country where the investment
property is located and based on market evidence of transaction prices for similar assets.
The fair value hierarchy of investment property is classified as level 3 since unobservable inputs are included.
See Note 34 Financial Instrument for detail information of fair value hierarchy.

176

(2）Incomes and expenses from investment property
Previous Consolidated Fiscal
Year（From April 1, 2021
to March 31, 2022）(Millions of yen)
Current Consolidated Fiscal
Year（From April 1, 2022
to March 31, 2023）

Rent income

213

215

Direct operating expenses

(46)

(51)

Rent income and direct operating expenses incurred from investment property is included in other income andother expenses in the consolidated statement of profit or loss respectively.
The direct operating expenses arising from the investment property that does not generate rental income are
immaterial.

17715．Investments accounted for using equity method(1）Investments in associates
The carrying amount of investments in individually immaterial associates is as follows:
Date of Transition(April 1, 2021)
Carrying amountPrevious Consolidated
Fiscal Year
(March 31, 2022)(Millions of yen)
Current Consolidated
Fiscal Year
(March 31, 2023)

5,241

6,034

4,857

Equity share in comprehensive income of individually immaterial associates is as follows:
Previous Consolidated Fiscal
Year（From April 1, 2021
to March 31, 2022）(Millions of yen)
Current Consolidated Fiscal
Year（From April 1, 2022
to March 31, 2023）

Profit110

870

Other comprehensive income

331

128

Comprehensive income

441

998

In the current fiscal year, the Group reduced the carrying amount of its investments accounted for using theequity method to their recoverable amount because the Group considered that there was objective evidence ofimpairment due to a decline in the share price of certain investments included in the Wacoal Business(Domestic). Such recoverable amount is measured at Level 1 fair value. As a result, an impairment loss of ¥154
million was recognized.
(2）Investments in joint ventures
The carrying amount of investments in individually immaterial joint ventures is as follows:
Date of Transition(April 1, 2021)
Carrying amountPrevious Consolidated
Fiscal Year
(March 31, 2022)(Millions of yen)
Current Consolidated
Fiscal Year
(March 31, 2023)

12,998

14,465

13,041Equity share in comprehensive income of individually immaterial joint ventures is as follows:(Millions of yen)Previous Consolidated Fiscal Current Consolidated Fiscal
Year
Year
（From April 1, 2021
（From April 1, 2022
to March 31, 2022）
to March 31, 2023）
Profit469

1,353

Other comprehensive income

460

611

Comprehensive income

929

1,964

In the previous fiscal year, the Group reduced the carrying amount of its investments accounted for using theequity method to their recoverable amount because the Company considered that there was objective evidenceof impairment due to a decline in the share price of certain investments included in the Wacoal Business(Overseas). Such recoverable amount is measured at Level 1 fair value. As a result, an impairment loss of¥1,485 million was recognized.
No individually material associates or joint ventures exist in the Group.

178

16．Income taxes(1）Deferred tax assets and deferred tax liabilities
The breakdown of major factors for deferred tax assets and deferred tax liabilities and changes inthese assets and liabilities are as follows:
Previous Consolidated Fiscal Year（From April 1, 2021 to March 31, 2022）(Millions of yen)
April 1,2021

Amounts
recognizedthrough profit
or loss

Amounts
recognizedthrough othercomprehensiv
e income

Accrued bonuses

702

(134)

－

－

568

Accrued payables

575

(57)

－

－

518

Inventory valuation

1,183

190

－

－

1,373

Refund liabilities

598

(61)

－

－

537

Accrued vacation

774

(109)

－

－

665

Retirement benefit liabilities

421

262

(11)

－

672

Excess depreciation andimpairment charge

1,654

(23)

－

－

1,631

Tax loss carryforwards

416

137

－

－

553

1,363

(296)

－

－

1,067

7,686

(91)

(11)

－

7,584

Undistributed earnings ofassociated companies

2,559

(10)

207

－

2,765

Other financial assets

9,548

51

(198)

(312)

9,089

Reserve for advanced
depreciation of non-current
assets

1,979

410

－

－

2,389

Intangible assets

1,213

164

－

－

1,377

Retirement benefit assets

2,151

9

1,211

－

3,371

660

(131)

－

－

529

18,110

493

1,220

(312)

19,511OthersMarch 31,2022

Deferred tax assets

Others
Total
Deferred tax liabilities

OthersTotal

179

Current Consolidated Fiscal Year（From April 1, 2022 to March 31, 2023）(Millions of yen)April
1,2022

Amounts
recognizedthrough profit
or loss

Amounts
recognizedthrough othercomprehensiv
e income

OthersMarch 31,2023

Deferred tax assets
Accrued bonuses

568

93

－

－

661

Accrued payables

518

(42)

－

－

476

Inventory valuation

1,373

(14)

－

－

1,359

Refund liabilities

537

(102)

－

－

435

Accrued vacation

665

10

－

－

675

Retirement benefit liabilities

672

(273)

4

－

403

Excess depreciation andimpairment charge

1,631

(39)

－

Tax loss carryforwards

553

268

－

－

821

Investments in subsidiaries

－

858

87

－

945

1,067

22

－

－

1,089

7,584

781

91

－

8,456

Undistributed earnings ofassociated companies

2,756

23

136

－

2,915

Other financial assets

9,089

(4)

605

(650)

9,040

Reserve for advanced
depreciation of non-current
assets

2,389

(184)

－

－

2,205

Intangible assets

1,377

(340)

－

－

1,037

Retirement benefit assets

3,371

311

(99)

－

3,583

529

80

－

－

609

19,511

(114)

642

(650)

19,389Others
Total

－

1,592

Deferred tax liabilities

Others
Total(Note) The difference between deferred income tax expenses and the amounts recognized through profit or loss is dueto the fluctuation of exchange rate changes.

180

Deductible temporary differences, carryforward of unused tax losses, and carryforward of unused tax credit for which
deferred tax assets are not recognized are followings:(Millions of yen)Previous Consolidated Current Consolidated
Date of Transition
Fiscal Year
Fiscal Year
(April 1, 2021)(March 31, 2022)(March 31, 2023)
Deductible temporary differences

26,362

27,02623.161

Tax loss carryforwards

8,645

10,738

11,96935,00737,76435,130

Total

Carryforward of unused tax losses for which deferred tax assets are not recognized will expire as follows:(Millions of yen)Previous Consolidated Current Consolidated
Date of Transition
Fiscal Year
Fiscal Year
(April 1, 2021)(March 31, 2022)(March 31, 2023)
1 year

396

562

408

2 years

540

374

816

3 years

361

1,000

1,171

4 years

737

1,464

1,085

6,611

7,338

8,489

8,645

10,738

11,969Over 5 years
Total

The aggregate amounts of temporary differences relating to investments in associates for which deferred tax
liabilities are not recognized for the transition date, fiscal years ended March 31, 2022 and 2023 were¥15,318million, ¥14,967 million, and ¥16,483 million, respectively. The above deferred tax liabilities are
not recognized since it is possible for the Group to control the timing of the reversal of the temporary
differences, and it is probable that the temporary differences will not be reversed in foreseeable periods.
Deferred tax assets attributable to tax entities that have incurred losses in the Group amounted to ¥1,012
million, ¥1,291 million and ¥1,856 million for the transition date, the previous and current fiscal years,
respectively. This is based on the consideration that the factors giving rise to the losses are transitory andnot expected to recur, and that it is probable that the tax benefits will be realized based on the estimatedamount of future taxable income based on the business plan approved by the Board of Directors.

181

(2）Income tax expenses
The breakdown of income tax expenses for the previous and current fiscal years is as follows:(Millions of yen)Previous Consolidated Fiscal Current Consolidated Fiscal
Year
Year
（From April 1, 2021
（From April 1, 2022
to March 31, 2022）
to March 31, 2023）
Current tax expenses

1,834

1,916

Deferred tax expenses

664

(881)

2,498

1,035

Total

The amount used for reducing deferred tax expense in tax losses, tax credits, and benefits arising from
temporary differences in prior periods that were previously unrecognized for tax effect was ¥863 million in
the current fiscal year. There was no such amount in the previous fiscal year. These are included in differed
tax expenses.
A reconciliation of the Japanese statutory tax rates and the average effective tax rates is as follows:（Unit：％）
Previous Consolidated Fiscal Current Consolidated Fiscal
Year
Year
（From April 1, 2021
（From April 1, 2022
to March 31, 2022）
to March 31, 2023）
Effective statutory tax rate

30.6

30.6

Permanently nondeductible expenses

1.7(10.6)

Changes in unrecognized deferred tax assets

30.4

52.4

Undistributed earnings of associated companies

(0.1)

(3.3)

Difference in statutory tax rates of foreign subsidiaries(6.2)(74.1)Tax credit

(2.6)

17.4

Profit (loss) of investments accounted for using equity
method

(5.7)

81.1

－

(248.8)

13.1

7.2

61.2

(148.1)

Impairment loss on goodwill
OthersAverage effective tax rate

The Company and domestic affiliates are subject to the Japanese corporate tax, an inhabitant tax, andbusiness tax. The aggregated combined statutory income tax rates for the years ended March 31, 2022 and2023, were both 30.6 %. Subsidiaries located in foreign countries are subject to those local taxes.

182

17．Borrowings(1）Break down of Borrowings(Millions of yen)Previous
Current
Noncurrent
Date of Transition Consolidated Fiscal Consolidated Fiscal liabilities Noncurrent(April 1, 2021)
Year
Year
liabilities（％）(March 31, 2022)(March 31, 2023)
Short-term borrowings

40,672

10,227

5,000

0.12

35

－

－

－

1,498

1,626

3,084

2.91

Year2024～
year2025

Total

42,205

11,853

8,084

－

－

Current liabilities

40,707

10,227

5,000

－

－

Noncurrent liabilities

1,498

1,626

3,084

－

－

42,205

11,853

8,084

－

－

Current portion of long-termloans payable
Long-term borrowings

Total(Notes) １． The average interest rates are the weighted average interest rates on the outstanding liabilities.
２． Borrowings are classified as financial liabilities measured at amortized cost.
(2）Assets Pledged as Collateral
The following table presents assets pledged as collateral:
Date of Transition(April 1, 2021)

Previous Consolidated
Fiscal Year
(March 31, 2022)(Millions of yen)
Current Consolidated
Fiscal Year
(March 31, 2023)

Lands

150

－

－

Buildings and structures

124

－

－

Total

274

－

－

Previous Consolidated
Fiscal Year
(March 31, 2022)(Millions of yen)
Current Consolidated
Fiscal Year
(March 31, 2023)

The corresponding liabilities are as follows:
Date of Transition(April 1, 2021)
Current portion of long-term loans payable

15

－

－

Long-term borrowings

－

－

－

15

－

－

Total

183

18．Lease(1）Lessee Accounting
The Group determines whether a contract is, or contains a lease at the inception of the contract. The Group
has leases for assets such as retail stores, warehouses, offices, corporate housing, vehicles, machinery, andequipment. Options to extend or terminate the lease contracts are included in certain contracts. The Grouptakes such options into account in order to determine the lease term when it is probable that these options will
be exercised.
Material residual value guarantees, and restriction or covenants imposed by leases do not exist in thecontracts.
Some of the contracts contain lease and non-lease components. Considerations in the contracts for which
underlying assets are land and buildings and structures are allocated based upon the estimated standalone
selling prices of the lease and non-lease components, which are generally accounted for separately. Byelecting the practical expedient, the Group did not separate lease components from non-lease components forleases for which underlying assets are machinery and vehicles and tools, furniture, and fixtures.
The profit and loss related to leases were as follows:(Millions of yen)Previous Consolidated Fiscal
Year（From April 1, 2021
to March 31, 2022）

Current Consolidated Fiscal Year
（From April 1, 2022
to March 31, 2023）

4,563

5,798

Land

55

63

Others

122

164

4,740

6,025

Interest expenses on lease liabilities

164

176

Expenses relating to short-term assets

1,353

162

Expenses relating to leases of low-value assets

14

23

Variable lease payments (*1)

794

1,134

Depreciation charges for the right-of-use assets
Buildings and building improvements

Total（*1） Variable lease payments were not included in the lease liabilities calculation. Some of lease contracts
includes variable lease payments. Most of the variable lease payments were calculated based on store sales and theGroup recognized expenses when incurred.
The book value of Right-of -use assets were as follows:
Previous Consolidated
Fiscal Year
(March 31, 2022)(Millions of yen)
Current Consolidated
Fiscal Year
(March 31, 2023)

11,87912,86011,195

Land

905

889

854

Others

183

237

211

12,967

13,986

12,260Date of Transition(April 1, 2021)
Right-of-use assets
Buildings and building improvements

Total

The total cash outflow related to leases were ¥6,041 million, and ¥6,138 million for the fiscal year ended
March 31, 2022 and March 31, 2023, respectively.
See Note 32 Cash flow information for detail information of increase of the right-of-use assets.
See Note 34 Financial Instrument (4)Liquidity risk management for detail information of a maturity analysis
for lease liabilities(2）Lessor Accounting
The Group recognized revenue mainly from contracts consisting of leasing mannequins, display furniture andreal estate owned by the Group to our customers. These lease arrangements are classified as operating leases
184and related revenue is recognized ratably over the lease term. Options to extend or terminate the leases areincluded in some of the contracts. The Group take such options into account to determine the lease turn when it
is probable that these options will be exercised. Moreover, almost all of the lease contracts do not contain any
variable consideration or purchase options for their customers. Certain contacts contain lease and non-lease
components and the consideration in the contracts are allocated based upon estimated standalone selling pricesof the lease and non-lease components. Material residual value guarantees do not exist in the contracts.
Lease income were as follows:(Millions of yen)Previous Consolidated Fiscal
Year（From April 1, 2021
to March 31, 2022）

Current Consolidated Fiscal Year
（From April 1, 2022
to March 31, 2023）

1,865

1,893

Finance income on the net investment in the lease

Future lease income based on operating leases (before discount) were as follows. Note that lease payments
related to mannequins and display furniture, which were material to the Companies’ lease income, were notincluded in the below table because the contracts terms were extremely short.
(Millions of yen)Previous Consolidated Fiscal
Year（March 31, 2022）

Current Consolidated Fiscal Year
（March 31, 2023）

Within 1 year

236

221

Between 1 and 2 years

188

156

Between 2 and 3 years

128

109

Between 3 and 4 years

86

100

Between 4 and 5 years

76

100

1,076

1,000

1,790

1,686

Later than 5 years
Total

185

19．Trade and other payables

Trade and other payables are composed of the following:
Date of Transition(April 1, 2021)

Previous Consolidated
Fiscal Year
(March 31, 2022)(Millions of yen)
Current Consolidated
Fiscal Year
(March 31, 2023)

Trade notes payable

712

558

774

Trade accounts payable

8,791

10,07910,297

Other payables

5,555

6,101

6,464

15,05816,73817,535

Total

Trade and other payables are classified as financial liabilities measured at amortized cost.

20．Other financial liabilities

Other financial liabilities are composed of the following:
Date of Transition(April 1, 2021)

Previous Consolidated
Fiscal Year
(March 31, 2022)(Millions of yen)
Current Consolidated
Fiscal Year
(March 31, 2023)

Financial liabilities measured at amortized
cost:
Deposits received

779

800

818

Others

315

188

336

2,901

1,493

－

9

－

18

4,004

2,481

1,172

Current liabilities

2,365

1,661

1,172

Non-current liabilities

1,639

820

－

4,004

2,481

1,172

Financial liabilities measured at fair value
through profit or loss:
Contingent consideration
Derivatives
Total

Total

186

21．Employee benefits

The Company and certain consolidated subsidiaries have adopted funded and non-funded defined benefit plansand defined contribution plans to fund post-employment benefits for employees, and almost all employees are
eligible for these plans. Benefits are based on the employee's years of service, position, and performance.
If the termination is involuntary or caused by death, the employee is usually entitled to greater payments than in
the case of voluntary termination.
A pension fund that is legally separate from the Group manages funded defined benefit plans. The board andtrustee of the pension fund are required by law to act in the best interest of plan participants and are responsible
for managing plan assets based on a prescribed policy.
These pension plans are exposed to general investment risk, interest rate risk, inflation risk and other risks, but
the employers deem these risks to be insignificant.
(1）Defined benefit plans① Reconciliations of defined benefit obligations and plan assets
Defined benefit obligations and plan assets as well as the net defined benefit liability and asset recognizedin the consolidated statement of financial position are as follows:(Millions of yen)Previous Consolidated Current Consolidated
Date of Transition
Fiscal Year
Fiscal Year
(April 1, 2021)(March 31, 2022)(March 31, 2023)
Present value of defined benefit obligation

35,77135,11531,802(43,215)(45,060)(43,748)

Effect of asset ceiling

99

131

438

Net defined benefit asset(7,345)(9,814)(11,508)

Retirement benefit liabilities

2,089

3,466

2,470

Retirement benefit assets(9,434)(13,280)(13,978)(7,345)(9,814)(11,508)

Fair value of plan assets

Amount recognized in the consolidated
statement of financial position:

Net of assets recorded in the consolidated
statement of financial position187

② Reconciliations of the present value of defined benefit obligations
Changes in the present value of defined benefit obligations are as follows:(Millions of yen)Previous Consolidated Fiscal
Year（From April 1, 2021
to March 31, 2022）

Current Consolidated Fiscal Year
（From April 1, 2022
to March 31, 2023）

35,77135,115Service costs

1,129

973

Interest costs

193

226

(510)

(43)

(436)

(1,152)

(9)

1,384

Past service costs

1,432(1,780)Benefit payments(2,487)(3,002)

Exchange differences on translation of foreign
operations

32

32

Other changes－

49

35,11531,802Beginning balance of present value of defined
benefit obligations

Remeasurement of defined benefit obligation:
Actuarial gains and losses arising from changes
indemographic assumptions
Actuarial gains and losses arising from changes
in financial assumptions
Actuarial gains and losses arising fromexperience adjustments

Ending balance of present value of defined benefit
obligations

The weighted average duration of defined benefit obligations as of transition date, March 31, 2022 and March
31, 2023 was 9.9 years 9.6 years and 9.7 years, respectively.

188

③ Reconciliations of the fair value of plan assets
Changes in the fair value of plan assets are as follows:(Millions of yen)Previous Consolidated Fiscal
Year（From April 1, 2021
to March 31, 2022）

Current Consolidated Fiscal Year
（From April 1, 2022
to March 31, 2023）

43,21545,060248

315

Return on plan assets

3,022

141

Contributions by employers

597

563

Participants' contributions

58

57(2,079)(2,401)

11

13

(12)

－

45,06043,748

Beginning balance of fair value of plan assets
Interest income
Remeasurements

Benefit payments
Exchange differences on translation of foreign
operations
Other changes
Ending balance of fair value of plan assets

The Group plans to make contributions of ¥556 million in the next fiscal year ending March 31, 2024.

189

④ Breakdown of plan assets by class
The breakdown of plan assets by major class is as follows:(Millions of yen)
Date of Transition(April 1, 2021)

Previous Consolidated Fiscal
Year(March 31, 2022)
WithNo
marketmarketprices in prices in
Total
activeactivemarkets markets

Withmarketprices inactivemarketsNomarketprices inactivemarkets

Total

18,153

13,692

4,345

18,037－

13,122

13,692－

13,692

－

1,692

1,692

－

1,457

1,457

3,507

－

3,339

3,339

－

2,888

2,888

7,526

7,719

217

7,496

7,713

180

5,690

5,870

193

－

193

217

－

217

180

－

180

－

30

30

－

33

33

－

398

398

－

7,496

7,496

－

7,463

7,463

－

5,292

5,292

－

3,255

3,255

－

2,200

2,200

－

1,658

1,658

Hedge funds

－

3,671

3,671

－

3,512

3,512

－

3,383

3,383

Other short-term
investments－

10,552

10,552－

13,482

13,482－14,80014,80011,12732,08843,215

13,33931,72145,06013,782

29,87643,748Equityinstruments
Japanese equity
securities
Pooled funds(Japanese equity
securities)
Pooled funds(Foreign equity
securities)
Debt instruments
Foreign debt
securities
Pooled funds(Japanese debt
securities)
Pooled funds(Foreign debt
securities)
General accounts
of insurancecompanies

Total

With
marketprices inactivemarketsNomarketprices inactivemarkets

Total

10,934

7,084

18,01813,122

5,031

10,934－

10,934

13,122

－

3,577

3,577

－

3,507

193

Current Consolidated Fiscal Year
(March 31, 2023)

The Group’s policy for managing plan assets is to ensure stable returns in the medium and long-term so as toensure payments of defined benefit obligations over future years in accordance with provisions. Morespecifically, the Group manages plan assets by regularly setting a target rate of return and a target asset
allocation by investment asset within defined permissible risk parameters while maintaining the asset
allocation. When revising the asset allocation, the Group reviews the asset allocation and plan assets to invest
in to ensure that the plan assets are better aligned with changes in the defined benefit obligations.
The Group also regularly reviews the amounts of contributions, for example, by recalculating the amountonce every five years to balance the future financial position of the pension plan in compliance with theDefined-Benefit Corporate Pension Law.

190

⑤ Reconciliations of the effect of asset ceiling
The following table presents a reconciliation of the effect of the asset ceiling:(Millions of yen)Previous Consolidated Fiscal
Year（From April 1, 2021
to March 31, 2022）

Current Consolidated Fiscal Year
（From April 1, 2022
to March 31, 2023）

99

131

24

299

8

8

131

438

Beginning balance of effect of asset ceiling
Remeasurements
Changes of the effect of asset ceiling
Exchange differences on translation of foreign
operations
Ending balance of effect of asset ceiling⑥ Significant actuarial assumptions
Significant actuarial assumptions used are as follows:
Date of Transition(April 1, 2021)
Discount rate

0.6

Previous Consolidated
Fiscal Year
(March 31, 2022)（Unit：％）
Current Consolidated
Fiscal Year
(March 31, 2023)

0.7

1.1

⑦ Sensitivity analysis
The following table shows the impact on the present value of the defined benefit obligations when the
discount rate used for actuarial assumptions changes by 0.5 percentage point. This sensitivity analysis was
performed based on the assumption that all other variables were constant. However, changes in otherassumptions may affect the sensitivity analysis.
(Millions of yen)Previous Consolidated Current Consolidated
Date of Transition
Fiscal Year
Fiscal Year
(April 1, 2021)(March 31, 2022)(March 31, 2023)
If the discount rate increases by 0.5%

(1,652)(1,507)(1,207)

If the discount rate decreases by 0.5%

1,803

1,416

1,256

(2）Defined contribution plans
The amounts of required contributions for the defined contribution plans made for March 31, 2022 and March
31,2023 was ¥435 million and ¥463 million, respectively.
(3）Employee Benefit Expenses
Employee benefit expenses included in cost of sales and selling, general, and administrative expenses in the
consolidated statement of profit or loss for March 31, 2022 and March 31, 2023 was ¥57,863 million and¥58,897 million, respectively.

191

22．Provisions

The breakdown of provisions and changes in them are as follows:(Millions of yen)
Asset retirement
obligation
April 1, 2022

833

Additions

54

Interest expense during the discounting
period1

Utilized(66)

Reversal－Exchange differences on translation offoreign operations

6

March 31, 2023

828

The breakdown of provisions in the consolidated statement of financial position is as follows:
Date of Transition(April 1, 2021)

Previous Consolidated
Fiscal Year
(March 31, 2022)(Millions of yen)
Current Consolidated
Fiscal Year
(March 31, 2023)

Current liabilities

－

－

－

Non-current liabilities

828

833

828

828

833

828

Total

Asset retirement obligations is the amount expected to be paid in the future based on historical restoration trackrecords, quotations, and others in preparation for the obligations to restore to their original condition of the rented
offices, buildings, and so forth used by the Group. These expenses expected to be paid after the lapsing of an
estimated period of use measured based on the useful life of interior fixtures are affected by future business plans.

192

23．Other liabilities

Other liabilities are composed of the following:
Date of Transition(April 1, 2021)

Previous Consolidated
Fiscal Year
(March 31, 2022)(Millions of yen)
Current Consolidated
Fiscal Year
(March 31, 2023)

Other current liabilities
Accrued consumption taxes

838

1,245

969

Accrued payroll and bonuses

6,815

6,259

6,390

Accrued expenses

2,826

3,136

2,916

Refund liabilities

2,274

1,996

2,136

Contract liabilities

1,379

1,444

1,380

14,132

14,08013,791

210

214

203

1,306

1,056

1,022

1,516

1,270

1,225

Total
Other non-current liabilities
Other employee benefits
OthersTotal

193

24．Equity and other components of equity(1）The number of shares authorized and the total number of shares issued
Changes in the number of shares authorized and the total number of shares issued are as follows:(Shares)
Previous Consolidated Fiscal
Year（From April 1, 2021
to March 31, 2022）

Current Consolidated Fiscal Year
（From April 1, 2022
to March 31, 2023）

250,000,000

250,000,000

Balance at the beginning of the year

65,589,042

65,589,042

Changes during the period (Note 2)－(1,089,042)

65,589,042

64,500,000

Number of Shares AuthorizedCommon stock
Total number of shares issued

Balance at the end of the year

（Notes）１．All of the Company’s shares issued are no-par value common stock without restriction on rights, andall of the shares issued are fully paid in.
２．The decrease was due to the cancellation of treasury stock.
(2）Treasury stock
The number of treasury shares and its amount are as follows:
Number of shares (Shares)
April 1, 2021
Changes during the period
March 31, 2022
Changes during the period
March 31, 2023

Amount (Millions of yen)

3,168,353

8,876

962,420

1,982

4,130,773

10,8582,356,412

5,036

6,487,185

15,894（Notes）１．The changes during the previous fiscal year were mainly due to the purchase of treasury stock.
２．The changes during the current fiscal year were mainly due to the purchase of treasury stock andcancellation of treasury stock.
(3）Capital surplus
The Companies Act of Japan (hereinafter “the Companies Act”) requires that at least half of paid-in capital beappropriated as share capital and the rest be appropriated as legal capital reserve. In addition, under theCompanies Act, legal capital reserve can be transferred to share capital upon approval at the General Meeting of
Shareholders.
(4）Retained earnings
The Companies Act provides that an amount equal to 10% of cash dividends from retained earnings should beappropriated as a capital reserve or a legal reserve until the aggregated amount of capital reserve and legal
reserve equals 25% of share capital. The legal reserve may be used to compensate for deficits or may bereversed with the approval of the General Meeting of Shareholders.

194

(5）Other components of equity
The breakdown of other components of equity is as follows:(Millions of yen)
Share of other
Financial assets
Exchangecomprehensive
differences on measured at fair Remeasurement (loss) income ofvalue throughtranslation ofof defined
investments
otherforeign
benefit plansaccounted forcomprehensive
operations
using equity
incomemethodApril 1, 2021

Total

－

22,381－－

22,381

Changes during the period

5,730

(546)

2,769

791

8,744

Transfer to retained earnings

－

(708)

(2,769)(77)(3,554)

5,730

21,127－714

27,571

Changes during the period

3,511

1,811

(251)

739

5,810

Transfer to retained earnings－(1,472)

251

(139)

(1,360)9,241

21,466－

1,314

32,021March 31, 2022

March 31, 2023

195

25．Dividends(1）Dividends paid are as follows.
Previous Consolidated Fiscal Year（From April 1, 2021 to March 31, 2022）
Total amount of
Dividends per share
Resolution
Class of shares
dividends
Record date
(Yen)(Millions of yen)
Meeting of theBoard of Directors Common stock
1,248
20.00 March 31, 2021
on May 14, 2021
Meeting of theSeptember 30,
Board of Directors Common stock
1,249
20.00
2021
on October 29, 2021
Current Consolidated Fiscal Year（From April 1, 2022 to March 31, 2023）
Total amount of
Dividends per share
Resolution
Class of shares
dividends
Record date
(Yen)(Millions of yen)
Meeting of theBoard of Directors Common stock
1,844
30.00 March 31, 2022
on May 13, 2022
Meeting of theBoard of Directors
September 30,
Common stock
2,399
40.00
on November 11,
2022
2022

Effective dateJune 4, 2021
December 2, 2021

Effective dateJune 6, 2022

December 9, 2022

(2）Dividends whose record date is before the end of the reporting period and whose effective date is after the endof the reporting period.
Previous Consolidated Fiscal Year（From April 1, 2021 to March 31, 2022）
Total amount of Dividends per share
Resolution
Class of shares
dividends
Record date
Effective date
(Yen)(Millions of yen)
Meeting of theBoard of Directors Common stock
1,844
30.00 March 31, 2022
June 6, 2022
on May 13, 2022
Current Consolidated Fiscal Year（From April 1, 2022 to March 31, 2023）
Total amount of Dividends per share
Resolution
Class of shares
dividends
Record date
(Yen)(Millions of yen)
Meeting of theBoard of Directors Common stock
2,321
40.00 March 31, 2023
on May 12, 2023

196

Effective dateJune 5, 2023

26．Revenue(1）Breakdown of revenue
Breakdown of main product revenue and reportable segment are as follows:
Previous Consolidated Fiscal Year（From April 1, 2021 to March 31, 2022）(Millions of yen)
Reportable Segment
Other

Total

WacoalBusiness(Domestic)

WacoalBusiness(Overseas)

Peach John
Business

Foundation and lingerie

71,26053,534

10,721

3,947

139,462

Nightwear

5,744

446

453

45

6,688

Children's underwear

712

65

－

12

789

Subtotal

77,71654,045

11,174

4,004

146,939

6,187

3,569

84

937

10,777

946

－

－

28

974

Other textile goods and related products

2,138

1,561

942

718

5,359

Others

1,141

39

－

6,843

8,023

88,12859,214

12,20012,530172,072

Innerwear:

Outerwear/sportswear and others
Hosiery

Total

Current Consolidated Fiscal Year（From April 1, 2022 to March 31, 2023）(Millions of yen)
Reportable Segment
WacoalBusiness(Domestic)

WacoalBusiness(Overseas)

Peach John
Business

Other
WacoalBusiness(Domestic)

Total
WacoalBusiness(Overseas)

Foundation and lingerie

77,28859,946

10,626

3,855

151,715Nightwear

6,027

422

332

52

6,833

Children's underwear

821

96

－

14

931

Subtotal

84,13660,464

10,9583,921

159,479

Outerwear/sportswear and others

7,322

3,795

46

1,652

12,815

Hosiery

1,333

－

－

33

1,366

Other textile goods and related products

2,569

2,423

914

624

6,530

Others

1,386

50

－

6,966

8,402

96,746

66,732

11,91813,196

188,592

Innerwear:

Total

197

The Group focuses on sales of innerwear (women's foundation garments and lingerie, nightwear and children's
underwear), sportswear, and other textile products and related products ("Products"), and the customers include
retail and wholesale distributors and consumers in Japan and overseas.
Revenue from sales of our Products is recognized when performance obligations are satisfied, which is upondelivery of the Products.
The Group invoices when it satisfies the performance obligation and receive cash payment shortly thereafter.
The Group's revenue is recognized for transactions, net of any trade discounts or rebates given. The Groupgenerally provide a right of return to our customers. In order to estimate the transaction price, provision for
expected returns is deducted from revenue based on historical returns.
Because the period from fulfillment of the performance obligations to receipt of consideration is normallywithin one year, the receivables are not adjusted as material financial elements using the convention method.
(2）Contract balances
The breakdown of receivables from contracts with customers and contract liabilities is as follows.
Receivables from contracts with customers are Trade notes receivables and Accounts receivable-trade includedin Trade and other receivables (see Note 8). The amount of contract assets is not material.
(Millions of yen)Previous Consolidated Current Consolidated
Date of Transition
Fiscal Year
Fiscal Year
(April 1, 2021)(March 31, 2022)(March 31, 2023)
Contract liabilities

1,379

1,444

1,380

The revenue recognized in the reporting period that was included in the contract liabilities balance at the
beginning of the period during March 31, 2022 and 2023 was ¥1,066 million and ¥1,069 million respectively.
There is no significant revenue recognized from performance obligations that were satisfied in previous periods.
Contract liabilities from contracts with customers consists mainly of customer loyalty points.
Certain subsidiaries have customer loyalty programs as part of the promotion and provide loyalty points tocustomers when they purchase the Products. The points provided to customers are identified as performanceobligations, which are satisfied when the points are redeemed for the Products. The points are expected to be
used or expire over the next two years. The unredeemed points as of the end of each fiscal year are recorded ascontract liabilities, which are estimated based on actual redemption amounts from previous fiscal year. Contract
liability is included in other current liabilities and is mainly related to innerwear products in the Wacoal
Business (Domestic) segment.
(3）Transaction price allocated to the remaining performance obligations
In the Group, there are no significant transactions for which the individual forecast contract period exceeds one
year. Therefore, the practical short-cut method is used, and information related to remaining performanceobligations is omitted. In addition, there is no significant consideration from contracts with customers that is notincluded in transaction prices.
(4）Contract Costs
The Group has adopted a practical expedient described in paragraph 94 of IFRS 15 “Revenue from Contracts
with Customers”, and recognizes the incremental costs of obtaining a contract as an expense when incurred if
the amortization period of the asset that the Group otherwise would have recognized is one year or less.

198

27．Selling, general and administrative expenses

Selling, general and administrative expenses are composed of the following:(Millions of yen)Previous Consolidated Fiscal
Year（From April 1, 2021
to March 31, 2022）

Current Consolidated Fiscal Year
（From April 1, 2022
to March 31, 2023）

Employee benefits

42,94041,566

Depreciation and amortization

9,244

11,020Transportation and storage costs

5,322

5,550

Advertising expenses

15,46016,141

Lease amounts

2,922

2,107

Payment fees

9,667

16,120

Others

9,775

9,797

95,330102,301

Total
28．Other income and expenses

Other income are composed of the following:(Millions of yen)Previous Consolidated Fiscal
Year（From April 1, 2021
to March 31, 2022）

Current Consolidated Fiscal Year
（From April 1, 2022
to March 31, 2023）

438

178

2,105

3,117

Rent receipt

296

310

Foreign exchange gains

175

307

Others

735

1,342

3,749

5,254

Government grantGain on sale of property, plant andEquipment

Total
Other expenses are composed of the following:(Millions of yen)Previous Consolidated Fiscal
Year（From April 1, 2021
to March 31, 2022）

Current Consolidated Fiscal Year
（From April 1, 2022
to March 31, 2023）

Loss on sale and disposal of property, plant andEquipment

145

467

Impairment charges

211

10,136

Additional retirement benefits－

688

Others

596

1,555

952

12,846

Total

199

29．Finance income and costs

Finance income are composed of the following:(Millions of yen)Previous Consolidated Fiscal
Year（From April 1, 2021
to March 31, 2022）

Current Consolidated Fiscal Year
（From April 1, 2022
to March 31, 2023）

62

115

963

1,165

349

82

169

－

Foreign exchange gains

323－

Others

64

155

1,930

1,517

Interest income:Financial assets measured at amortized cost
Dividend income:Financial assets measured at fair value throughother comprehensive income
Financial assets measured at fair value throughprofit or loss
Gain (Loss）on change in fair value
Financial assets measured at fair value throughprofit or loss

Total
Finance costs are composed of the following:(Millions of yen)Previous Consolidated Fiscal
Year（From April 1, 2021
to March 31, 2022）

Current Consolidated Fiscal Year
（From April 1, 2022
to March 31, 2023）

Financial liabilities measured at amortized cost

62

104

lease liabilities

164

176

－

422

Foreign exchange loss－

20

Others

6

73

232

795

Interest expenses:

Gain (Loss）on change in fair value
Financial assets measured at fair value throughprofit or loss

Total

200

30． Other comprehensive income

The following are amounts arising during the year by item of other comprehensive income, reclassification
adjustments to profit or loss, and impact of tax effects:
Previous Consolidated Fiscal Year（From April 1, 2021 to March 31, 2022）(Millions of yen)AmountReclassificatio Before tax
Net of tax
arising during
Tax effects
n adjustment
effects
effects
the year
Items that will not be reclassified to profit or
loss
Financial assets measured at fair value
(736)
－
(736)
198
(538)
through other comprehensive income
Remeasurement of defined benefit plans
3,991
－
3,991
(1,222)
2,769
Share of other comprehensive income ofinvestments accounted for using equity
297
－
297
－
297
methodTotal of items that will not be
3,552
－
3,552
(1,024)
2,528
reclassified to profit or loss
Items that may be reclassified subsequently
to profit or loss
Exchange differences on translation of
6,010
8
6,018
(207)
5,811
foreign operations
Share of other comprehensive income ofinvestments accounted for using equity
494
－
494
－
494
methodTotal of items that may be reclassified
subsequently to profit or loss
Total

6,504

8

6,512

(207)

6,305

10,056

8

10,064(1,231)

8,833

201

Current Consolidated Fiscal Year（From April 1, 2022 to March 31, 2023）(Millions of yen)AmountReclassificatio Before tax
arising duringn adjustment
effects
the year
Items that will not be reclassified to profit or
loss
Financial assets measured at fair value
through other comprehensive income
Remeasurement of defined benefit plans
Share of other comprehensive income ofinvestments accounted for using equity
methodTotal of items that will not bereclassified to profit or loss
Items that may be reclassified subsequently
to profit or loss
Exchange differences on translation offoreign operations
Share of other comprehensive income ofinvestments accounted for using equity
methodTotal of items that may be reclassified
subsequently to profit or loss
Total

Tax effects

Net of tax
effects

2,431

－

2,431

(605)

1,826

(354)

－

(354)

103

(251)

430

－

430

－

430

2,507

－

2,507

(502)

2,005

3,623

(21)

3,602

(49)

3,553

309

－

309

－

309

3,932

(21)

3,911

(49)

3,862

6,439

(21)

6,418

(551)

5,867

202

31．Earnings per share
The Company implemented the restricted stock compensation plan, where the Company granted shares of its common
stock to directors of the Company, excluding outside directors and directors of the Company's wholly owned subsidiary,
Wacoal Corp. (hereinafter referred to as” Eligible Directors”). Among the shares under the restricted stock compensation
plan, those transfer restrictions which have not been cancelled are distinguished as participating equity instruments from
common shares. A holder of participating equity instruments has the same rights as a holder of common shares to net
income attribute to Wacoal Holdings Corp.

(1）Basis of calculation for basic earnings per share
Previous Consolidated Fiscal Current Consolidated Fiscal YearYear
（From April 1, 2022
（From April 1, 2021
to March 31, 2023）
to March 31, 2022）(Loss) profit attributable to owners of the parent
1,732(1,776)(Millions of yen)
(Loss) profit attributable to participating equity
1(1)
instruments (Millions of yen)
(Loss) profit used to calculate Basic earnings per
1,731(1,775)
share (Millions of yen)
Weighted-average number of common shares
62,23559,871
issued (Thousands of shares)
Weighted-average number of participating equity
19
43
instruments (Thousands of shares)
Weighted-average number of common shares
62,21659,828(Thousands of shares)
Basic (loss) earnings per share (Yen)

27.83(29.66)(2）Basis of calculation for diluted earnings per share
Previous Consolidated Fiscal Current Consolidated Fiscal YearYear
（From April 1, 2022
（From April 1, 2021
to March 31, 2023）
to March 31, 2022）(Loss) profit used to calculate Basic earnings per
1,731(1,775)
share (Millions of yen)
Adjustment to profit (loss) (Thousands of shares)

－

－

1,731

(1,775)62,21659,828264－

Weighted-average number of diluted commonshares (Thousands of shares)

62,48059,828

Diluted (loss) earnings per share (Yen)

27.71(29.66)

Adjustment to (loss) profit used calculate diluted
earnings per share (Millions of yen)
Weighted-average number of common shares
outstanding (Thousands of shares)
Increase of common shares
Stock acquisition rights (Thousands of shares)（Note）The potential common stocks were not dilutive in the current fiscal year because the exercise of stockacquisition rights would reduce loss per share.

20332．Cash flow information(1）Change in liabilities arising from financing activities
Change in liabilities arising from financing activities are as follows:
Previous Consolidated Fiscal Year（From April 1, 2021 to March 31, 2022）(Millions of yen)
Non-cash changes

April 1, 2021

Changes arisingfrom cash flows

Short-term borrowings

40,672(30,460)

15－

10,227Long-term borrowings

1,533

(35)

128

－

1,626

Lease liabilities

12,333(4,658)

646

5,130

13,451

Total

54,538(35,153)

789

5,130

25,304

Exchange rate
differences on
foreign currencies

March 31, 2022

New lease
contracts

Current Consolidated Fiscal Year（From April 1, 2022 to March 31, 2023）(Millions of yen)
Non-cash changes

April 1, 2022

Changes arisingfrom cash flows

Short-term borrowings

10,227(5,230)

3

－

5,000

Long-term borrowings
（*1）

1,626

1,355

103

－

3,084

Lease liabilities

13,451(5,981)

276

4,585

12,331

Total

25,304(9,856)

382

4,585

20,415（Note）

Exchange rate
differences on
foreign currencies

March 31, 2023

New lease
contracts

Current portion of long-term loans payable is included.

(2）Non-cash Transaction
Non-cash transaction is composed of the following:(Millions of yen)Previous Consolidated Fiscal
Year（From April 1, 2021
to March 31, 2022）

Current Consolidated Fiscal Year
（From April 1, 2022
to March 31, 2023）

5,130

4,585

－

2,863

Acquisition of right-of-use assets under leasetransaction
Cancellation of treasury stock204

33．Shared-Based Compensation(1）Equity-settled stock option plan
Until the 73rd ordinary general meeting of shareholders held on June 29, 2021, the Company was adopting anannual stock option. Under the stock option plan, the Company granted shares of its common stock to directorsof the Company, excluding outside directors and directors of the Company's wholly-owned subsidiary, Wacoal
Corp. The Company believes that such awards better align the interests of its directors with those of its
shareholders by sharing both risk and return from fluctuations in stock prices and giving motivation to enhance
corporate value.
The plan was an equity-settled stock option.
The breakdown of the shared-based compensation stock options is following:
Exercise price
Number of shares
Grant date
Expiry(Yen)

Fair value of grant
date (Yen)

1st / 2nd

28,500 September 1, 2008 September 1, 2028

1

2,274

3rd / 4th

24,500 September 1, 2009 September 1, 2029

1

2,168

5th / 6th

23,000 September 1, 2010 September 1, 2030

1

2,162

7th / 8th

34,500 September 1, 2011 September 1, 2031

1

1,756

9th / 10th

33,500 September 3, 2012 September 3, 2032

1

1,598

11th / 12th

38,500 September 2, 2013 September 2, 2033

1

1,836

th

31,500 September 1, 2014 September 1, 2034

1

1,874

15th / 16th

24,500 September 1, 2015 September 1, 2035

1

2,838

17th / 18th

34,500 September 1, 2016 September 1, 2036

1

2,088

th

23,000 September 1, 2017 September 1, 2037

1

2,918

13th / 14

19th / 20

21st / 22nd

20,900August 17, 2018

August 17, 2038

1

3,005

23rd / 24th

28,500July 22, 2019

July 22, 2039

1

2,516

th

35,700July 17, 2020

July 17, 2040

1

1,768

25th / 26（Notes） The Company has reflected the share consolidation pursuant to which two (2) shares were consolidated intoone (1) share because the Company conducted a share consolidation of common stock of the Company
pursuant to which two (2) shares were consolidated into one (1) share effective as of October 1, 2017.

205

The number and weighted-average exercise prices of stock options
Previous Consolidated Fiscal Year
（From April 1, 2021
to March 31, 2022）

Current Consolidated Fiscal Year
（From April 1, 2022
to March 31, 2023）

Number of shares Weighted average Number of shares Weighted average(Shares)
exercise price (Yen)(Shares)
exercise price (Yen)
Outstanding at beginning of the year

273,100

1

261,900

1

Exercised

11,2001

20,6001

Forfeited

－

－

－

－

Expires

－

－

－

－

Outstanding at end of the year

261,900

1

241,300

1

Exercisable at end of the year

30,8001

158,200

1（Notes）１．The weighted-average share price at exercise of stock options during the previous and current year was¥2,433 and ¥2,360 respectively.
２．The weighted-average remaining life of the outstanding stock options for the end of previous year andcurrent year was 12.2 years and 7.5 years, respectively.
(2）Restricted stock compensation plan
The Company had newly introduced the restricted stock compensation plan, where the Company granted
shares of its common stock to Directors (excluding Outside Directors) of the Company, and Directors of theCompany's wholly-owned subsidiary, Wacoal Corp. (hereinafter referred to as "Eligible Directors"). The
Company believes that such awards better align the interests of the Eligible Directors with those of its
shareholders by sharing the of price fluctuation risk with our shareholders and increasing incentives tocontribute to the improvement of share price and corporate value.
The Company has replaced the previous plan (annual stock option plan) with restricted stock compensation
plan, which the Company annually grants shares of its common stock to the Eligible Directors. The amount ofcompensation claims is determined with the comprehensive consideration of various factors including each
Eligible Director's degree of contribution to the Company. With regard to the allotted restricted stocks(hereinafter referred to as "Allotted Shares"), the Company entered into the restricted stock allotment agreementwith the Eligible Directors and the agreement says that each Eligible Directors is prohibited to transfer Allotted
Shares to a third party, pledge them, mortgage them, or use any arrangement to dispose them, and that theCompany can acquire Allotted Shares without any compensation on certain conditions and so on during theperiod from the date the Allotted Shares are granted until the date such Eligible Director retires from theposition of Director, Auditor or executive officer of the Company or any of its subsidiaries as designated by the
Board of Directors of the Company.
The fair value of grant date is calculated based on the closing price of common stock on the Tokyo Stock
Exchange on the business day preceding the date of board directors' resolution.
Previous Consolidated Fiscal
Current Consolidated Fiscal YearYear
（From April 1, 2022
（From April 1, 2021
to March 31, 2023）
to March 31, 2022）
Grant date16 July 2021

20 July 2022

The number of shared granted during the year

26,80037,100The weighted-average fair value per share

2,572

2,169

206

(3）Share-based compensation
Share-based compensation included in cost of sales and selling, general, and administrative expenses in the
consolidated statement of profit or loss is as follows:(Millions of yen)Previous Consolidated Fiscal
Current Consolidated Fiscal YearYear
（From April 1, 2022
（From April 1, 2021
to March 31, 2023）
to March 31, 2022）
Annual stock option

11－

Restricted stock compensation

52

73

207

34．Financial instruments(1）Capital management
The Group performs capital management in order to maximize corporate value through sustainable growth.
The Group primarily uses the ratio of equity attributable to owners of parent to total assets as indicator forcapital management. The indicator is regularly monitored and reported to management.
The Group’s ratio of equity attributable to owners of parent to total assets is as follows:
Previous Consolidated
Fiscal Year
(March 31, 2022)

Current Consolidated
Fiscal Year
(March 31, 2023)

Ratio of equity attributable to owners of
0.8
parent to total assets (%)
The Group is not subject to any significant regulatory capital requirements.

(0.8)(2）Financial risk management
In the course of the business activities, the Group is exposed to financial risks (credit risk, liquidity risk,
foreign exchange risk, market price fluctuation risk) and the Group conducts risk management in accordancewith certain policies in order to mitigate these financial risks. The Group uses derivative transactions in order tomitigate foreign exchange risk, and not for speculative purposes.
(3）Credit risk management
Credit risk is the risk that a counterparty to a financial asset will cause the Group a financial loss by failingto discharge a contractual obligation. Pursuant to its Credit Control Rules, the Group regularly assesses thecredit status of each major customer while managing due dates and balances of receivables from them.
The impact of derivative transactions that the Group has entered into on credit risk is limited because suchtransactions involve only highly creditworthy financial institutions. The Group has no credit risk excessively
concentrated on a specific counterparty or a group to which the counterparty belongs.
The carrying amount of financial assets presented in the consolidated financial statements represents the
maximum exposure to credit risk of financial assets held by the Group.
When a delinquency of a debtor is caused not by a temporary funding requirement but primarily bysignificant financial difficulty of the debtor, and the collectability of receivables is considered to be of particularconcern, such financial assets are deemed to be credit impaired.
For trade receivables that do not contain a significant financing component, the allowance for doubtful
accounts is always recognized at the amount equal to lifetime expected credit losses.

208Change in trade receivables for which an allowance for doubtful accounts are as follows:(Millions of yen)
Financial assets forwhich an allowance for
doubtful accounts isfinancialalways measured at an Credit impaired
assetsamount equal to thelifetime expected credit
losses

Total

Balance at April 1, 2021

335

79

414

Increase

28

97

125

Decrease (intended use)

－

(1)

(1)

(103)

(12)

(115)

Other changes

22

1

23

Balance at March 31, 2022

282

164

446

Increase

96

－

96

Decrease (intended use)

－

－

－

(180)

(7)

(187)

9

8

17

207

165

372

Decrease (reversal)

Decrease (reversal)
Other changes
Balance at March 31, 2023

Of the financial assets that are written off, there are no financial assets for which collecting activities continue inthe current consolidated fiscal year.
Credit risk exposure for trade receivables are as follows:(Millions of yen)

Date of Transition (April 1, 2021)
Previous Consolidated Fiscal Year
(March 31, 2022)
Current Consolidated Fiscal Year
(March 31, 2023)

Financial assets forwhich an allowance for
doubtful accounts isalways measured at an
amount equal to thelifetime expected credit
lossesCredit impaired financial
assets18,992

79

19,071

20,988164

21,152

20,422

165

20,587209

Total

(4）Liquidity risk management
Liquidity risk is the risk that the Group becomes unable to repay financial liabilities for debts on the due date.
The Group manages liquidity risk by preparing repayment funds in a timely manner, securing readily available
lines of credit from financial institutions and continuously monitoring its cash flow plan and results.
Balances of financial liabilities (including derivative instruments) classified by due dates are as follows:
Date of Transition (April 1, 2021)(Millions of yen)
Carrying amountContractual cash
flows

Borrowings

42,20542,20540,707

1,498－

Other financial liabilities

15,05815,05815,058－－

Lease liabilities

12,333

13,107

3,716

6,777

2,614

Others

3,995

3,995

2,356

1,639

－

9

9

9

－

－

73,60074,374

61,846

9,914

2,614

Within 1 year From 1 to 5 years

More than 5
years

Non-derivative financial
liabilities

Derivative financial
liabilities
Cross-currency swap
Total

Previous Consolidated Fiscal Year (March 31, 2022)(Millions of yen)
Carrying amountContractual cash
flows

Borrowings

11,853

11,853

10,227

1,626－

Other financial liabilities

16,73816,73816,738－－

Lease liabilities

13,451

13,966

5,350

7,217

1,399

Others

2,481

2,481

1,661

820

－

44,52345,03833,976

9,663

1,399

Within 1 year From 1 to 5 years

More than 5
years

Non-derivative financial
liabilities

Total

210

Current Consolidated Fiscal Year (March 31, 2023)(Millions of yen)
Carrying amount Contractual cashflows

Within 1 year From 1 to 5 years

More than 5
years

Non-derivative financial
liabilities
Borrowings

8,084

8,084

5,000

3,084

－

Other financial liabilities

17,535

17,535

17,535－－

Lease liabilities

12,331

12,785

4,747

7,033

1,005

Others

1,154

1,154

1,154

－

－

18

18

18

－

－

39,122

39,57628,454

10,1171,005

Derivative financial
liabilities
Foreign exchange
contracts
Total

211

(5）Market risk management① Currency risk management
Trade receivables and payables dominated in foreign currencies, which arise from the Group’s global
business activities, are exposed to the risk of foreign exchange fluctuations and the Group uses derivativetransactions in order to manage its risk.
The Group manages all derivative in accordance with group management policies and the Group does notpossess derivative for speculative purposes. The Group concludes the credit risk for derivative is almost
remote because such transactions involve only highly creditworthy financial institutions.
Sensitivity analysis of currency
As of the end of each fiscal year, if the Japanese Yen appreciated by 1%, the effects on profit before tax in the
consolidated financial statement of profit or loss would be as follows.
This analysis is based on the assumption that other factors, such as balance and interest rate are constant.
(Millions of yen)Previous Consolidated Fiscal
Current Consolidated Fiscal YearYear
（From April 1, 2022
（From April 1, 2021
to March 31, 2023）
to March 31, 2022）
Profit before tax
U.S. dollar

(56)

(53)

② Interest rate risk management
The Group pays interest on funds that are procured for working capital, capital expenditures and otherrequirements in order to conduct business operations. The Group considers the impact of interest payment on
the Group is small and the interest rate risk to be immaterial and has not performed sensitivity analysis.

③ Price risks management
The Group possess marketable securities ¥44,814 million for previous consolidated fiscal year and ¥43,223
million for current consolidated fiscal year and they are exposed to equity price risks. The Group periodicallyreviews the fair value of these instruments as well as the financial condition of investees and reviews the list of
marketable securities periodically. These marketable securities are designated as financial assets measured atfair value through other comprehensive income and the fluctuation of price risks do not impact on profit or loss.
(6）Offsetting of financial assets and financial liabilities
The Group does not possess material financial assets and liabilities which should be offsetting.

212

(7）Fair value of financial instruments
1. Measurement of fair value
The Group measures the fair value of financial assets and financial liabilities as follows. The fair value offinancial instruments is estimated using available market prices, or is measured by appropriate valuation
techniques when market prices are not available.
（Cash and cash equivalents, trade and other receivables, trade and other payables, short-term borrowings）
The book value approximates fair value as these are settled within a short-term period.
（Securities）
The fair value of listed shares is measured based on market prices. The fair value of unlisted shares ismeasured using comparable multiple valuation method or other appropriate valuation techniques.
（Derivatives）
The fair value of derivatives is measured based on fair value provided by financial institutions.
（Long-term borrowings）
The fair value of long-term borrowings is measured by discounting the principal and interest at an interest
rate that would be applied to a new similar borrowing. The fair value is measured based on Level 2.
（Contingent consideration）
Contingent consideration is measured by the Monte Carlo simulation using unobservable inputs.
2.

Financial instruments measured at amortized cost
The book value and fair value of financial instruments measured at amortized cost are as follows. Financial
instruments whose book value approximates the fair value are not included.

Date of Transition(April 1, 2021)

Previous Consolidated
Fiscal Year
(March 31, 2022)
Carrying
Fair value
amount(Millions of yen)
Current Consolidated
Fiscal Year
(March 31, 2023)
Carrying
Fair value
amountCarrying
amountFair value

222

224

－

－

96

95

222

224

－

－

96

95

1,533

1,532

1,626

1,570

3,084

2,986

1,533

1,532

1,626

1,570

3,084

2,986

Financial assets
Financial assets measured atamortized cost:
Bonds
Total
Financial liabilities
Financial liabilities measured atamortized cost:
Long-term borrowings (including
current portions)
Total

213

3. Financial instruments measured at fair value
The table below shows analytical results on financial instruments measured at fair value. Each level isdefined as follows.
Level 1: Fair value measured at quoted prices in active markets for identical assets or liabilities
Level 2: Fair value determined, either directly or indirectly, by using observables inputs other than Level 1
Level 3: Fair value determined using valuation techniques based on unobservable inputs
Fair value hierarchy for financial instruments measured at fair value are as follows:
Date of Transition (April 1, 2021)(Millions of yen)
Level 1

Level 2

Level 3

Total

Financial assets:
Financial assets measured at fair value through profit orloss:
Derivatives

－

42

－

42

Equity securities

－

－

1,865

1,865

Mutual funds

122

－

－

122

48,920－727

49,647

－

－

106

106

49,04242

2,698

51,782Derivatives

－

9

－

9

Contingent consideration

－

－

2,901

2,901

Total

－

9

2,901

2,910

Financial assets measured at fair value through othercomprehensive income:Equity securities
Others
Total
Financial liabilities:
Financial liabilities measured at fair value throughprofit or loss:

214

Previous Consolidated Fiscal Year (March 31, 2022)(Millions of yen)
Level１

Level２

Level３

Total

Financial assets:
Financial assets measured at fair value through profit orloss:
Derivatives

－

97

－

97

Equity securities

－

－

2,032

2,032

Mutual funds

137

－

－

137

44,814－761

45,575

－

－

182

182

44,951

97

2,975

48,023

Contingent consideration

－

－

1,493

1,493

Total

－

－

1,493

1,493

Financial assets measured at fair value through othercomprehensive income:Equity securities
Others
Total
Financial liabilities:
Financial liabilities measured at fair value throughprofit or loss:

Current Consolidated Fiscal Year (March 31, 2023)(Millions of yen)
Level１

Level２

Level３

Total

Financial assets:
Financial assets measured at fair value through profit orloss:
Derivatives

－

7

－

7

Equity securities

－

－

1,616

1,616

Mutual funds

175

－

－

175

43,223－817

44,040

－

－

31

31

43,3987

2,464

45,869

－

18

－

18

－

18

－

18

Financial assets measured at fair value through othercomprehensive income:Equity securities
Others
Total
Financial liabilities:
Financial liabilities measured at fair value throughprofit or loss:
Derivatives
Total

The Company recognizes transfers between the levels of the fair value hierarchy at the date when the event or
the change in circumstances resulting in the transfer occurred. There was no significant reclassification between
Level 1 and Level 2 in previous consolidated fiscal year and current consolidated fiscal year.
Valuation process
The valuation process involved in Level 3 measurements for applicable financial assets and liabilities is215

governed by the valuation policies and procedures, including evaluation method for fair value measurements,
pre-approved by the Companies.
Quantitative information for financial instruments classified as Level 3
Equity securities in Level 3 are non-marketable equity securities and are valued by the comparable multiple
valuation method using financial indicators as inputs or other appropriate valuation methods. If unobservable
inputs were changed to reflect reasonably possible alternative assumptions, fair values would not change
significantly.
Unobservable input for contingent consideration classified as Level 3 are discount rate and volatility. Discountrate is 4.5% and volatility is 20% as of date of transition. Discount rate is 2.7% and volatility is 10% forPrevious Consolidated Fiscal Year. When the discount rate and volatility are decreased, it may increase
liabilities.
Reconciliation for financial instruments classified as level 3
The reconciliation from the operating balances to the closing balances of financial instruments classified aslevel 3 in fair value measurements is as follows:
Previous Consolidated Fiscal Year（From April 1, 2021 to March 31, 2022）(Millions of yen)
Contingent
Equity securities
Othersconsideration
Balance as of the beginning of the year

2,592

106

2,901

Profit or loss *1

167

－

(276)

Other comprehensive income *2

35

76

－

Purchases－－－

Sales and Settlements(1)－(1,298)Others

－

－

166

2,793

182

1,493

167

－

(276)

Gains or losses

Balance as of the ending of the year
Unrealized gain or loss which are recognized in net
profit or loss *1

216Current Consolidated Fiscal Year（From April 1, 2022 to March 31, 2023）
Equity securities
Balance as of the beginning of the year

(Millions of yen)
Contingent
consideration

Others

2,793

182

1,493

(416)

－

(938)

56

－

－

Purchases－

4－

Sales and Settlements

0

(155)

(715)

Others

－

－

160

2,433

31

－

Gains or losses
Profit or loss *1
Other comprehensive income *2

Balance as of the ending of the year

Unrealized gain or loss which are recognized in net(14)－－
profit or loss *1*1 Gains or losses are recognized as Selling, general and administrative expenses, finance income or finance costs in
the Consolidated Statement of Profit or Loss.
*2 Gains or losses after consideration of tax effects are recognized as Net change in fair value of financial assets
measured at fair value through other comprehensive income in the Consolidated Statement of Comprehensive Income

217

35．Significant subsidiaries

The Company’s major subsidiaries are stated in 1. Overview of the Company, 4. Information on Affiliates.
There were no subsidiaries with individually significant noncontrolling interests in the previous and current fiscal
years.
36．Related parties(1）Transactions with related parties
The information of transactions with related parties is omitted as it was immaterial.
(2）Remuneration of Key management personnel
Remuneration of directors and external directors who are key management personnel is as follows:(Millions of yen)Previous Consolidated Fiscal
Current Consolidated Fiscal
Year
Year
（From April 1, 2021
（From April 1, 2022
to March 31, 2022）
to March 31, 2023）
Basic compensation and bonuses

306

201

Share-based payment

44

44

350

245

Total

218

37．Significant subsequent events

Capital reserve reduction
The Board of Directors adopted a resolution at a meeting held on May 12, 2023 to propose reduction of theamount of the capital reserve and transfer to other capital surplus at the 75th annual general meeting ofshareholders to be held on June 28, 2023.
1. Purpose of Capital Reserve Reduction
In order to prepare for flexible capital policies in the future and to ensure flexibility and elasticity in financial
strategies, the Company will reduce the amount of legal capital surplus and transfer the same amount to othercapital surplus in accordance with Article 448, Paragraph 1 of the Companies Act.
2. Details of Capital Reserve Reduction
The capital reserve of 29,294,142,292 yen will be deducted, and the same amount will be transferred to othercapital surplus.
3. Schedule of Capital Reserve Reduction(1) Date of Board of Directors’ resolution

May 12, 2023

(2) Date of General Meeting of Shareholders resolution

June 28, 2023

(3) Date of public notice for making objections by creditors

July 10, 2023 (planned)(4) Final date for making objections by creditors

August 10, 2023 (planned)(5) Effective dateAugust 31, 2023 (planned)

Purchase of treasury stock
The Board of Directors adopted a resolution at a meeting held on May 12, 2023 regarding matters related topurchase of treasury stock pursuant to the provisions of Paragraph 1, Article 459 of the Companies Act.
1. Reason for Purchase of Treasury StockTo return capital to shareholders in addition to promoting capital efficiency and agile capital policy in view ofthe business environment.
2. Details of Purchase(1) Type of shares to be purchased
Common Stock of the Company(2) Total number of shares to be purchased
3,800,000 shares (at maximum)(3) Aggregate purchase price
10 billion yen (at maximum)(4) Purchase period
From May22, 2023 through March 22, 2024
Cancellation of treasury stock
The Board of Directors adopted a resolution at a meeting held on May 12, 2023 regarding matters related tocancellation of treasury stock pursuant to the provisions of Article 178 of the Companies Act. as described below,(1) Type of shares to be cancelled
Common Stock of the Company(2) Number of shares to be cancelled
3,500,000 shares(3) Date of cancellation
May 26, 2023

219

38．First-time Adoption

Starting from the current consolidated fiscal year, the Group began preparing our consolidated financial
statements in accordance with IFRS. Previously, the Group prepared the financial consolidated statements for the
fiscal year ended March 31, 2022 in accordance with generally accepted accounting principles in the United Statesof America (“U.S. GAAP.”) The date of transition to IFRS is April 1, 2021.
(1）IFRS 1 – Exemptions
In principle, IFRS requires companies that adopt IFRS for the first time (a “first-time adopter”) to apply IFRS
standards retrospectively. IFRS 1 “First-time Adoption of International Financial Reporting Standards” (“IFRS1”), however, outlines certain mandatory and discretionary exemptions from retrospective application of IFRS
standards. The effect of the application of these exceptions and exemptions is adjusted in retained earnings
and/or other components of equity at the date of transition to IFRS. The exemptions adopted by the Group upontransition from U.S. GAAP to IFRS are as follows:・Business combinations
A first-time adopter may choose not to apply “IFRS 3 Business Combinations” (“IFRS 3”) retrospectively tobusiness combinations for which the acquisition date occurs prior to the date of transition to IFRS. The Group
has applied such exemption and has chosen not to apply the pronouncement retrospectively to businesscombinations that occurred prior to the date of transition. As a result, the amount of goodwill arising frombusiness combinations prior to the date of transition is based on the carrying amount as of the transition date inaccordance with U.S. GAAP.
Goodwill is tested for impairment as of the transition date, regardless of whether there is any indication of
impairment.
・Deemed cost
IFRS 1 permits the use of fair value as of the date of transition to IFRS for property, plant and equipment,
investment property and intangible assets as deemed cost as of that date. The Group uses fair value as of thedate of transition for certain intangible assets as deemed cost under IFRS.
・Exchange differences on translation of foreign operations
IFRS 1 permits a first-time adopter to choose to deem the cumulative amount of the exchange differences ontranslation of foreign operations to be zero as of the date of transition to IFRS. The Group has chosen to deemthe cumulative amount of the exchange differences on translation of foreign operations to be zero as of the dateof transition to IFRS.
・Leases
Under IFRS 1, a first-time adopter may determine whether an arrangement contains a lease as of the date oftransition to IFRS based on the facts and circumstances at the date of transition. It also permits to measure thelease liability at the present value of the remaining lease payments discounted at the lessee’s additionalborrowing rate as of the date of transition, and the right-of use asset at the same amount as the lease liability.
Leases ending within 12 months from the date of transition and leases with small underlying assets may berecognized as expenses.
The Group has applied such exemption, and has recognized and measured leases accordingly.
・Designation of previously recognized financial instruments
IFRS 1 permits classification in IFRS 9 Financial Instruments (“IFRS 9”) to be based on facts andcircumstances as of the date of transition, rather than on facts and circumstances existing at the time ofrecognition. In addition, it is permitted to designate equity financial assets as financial assets at fair value
through other comprehensive income based on facts and circumstances existing as of the date of transition.
The Company has chosen the classification in IFRS 9 based on facts and circumstances existing as of the dateof transition, and has designated certain equity financial assets as financial assets at fair value through othercomprehensive income based on facts and circumstances existing as of the date of transition.
・Fair value measurement of financial instruments at initial recognition
The Group has elected to apply prospectively the provisions of IFRS 9 on fair value measurement andrecognition of gains or losses on initial recognition of financial assets and liabilities.

220

(2）IFRS 1 – Mandatory Exceptions
IFRS 1 prohibits retrospective application regarding “estimates”, “derecognition of financial assets andfinancial liabilities”, “hedge accounting”, “noncontrolling interests” and “classification and measurement offinancial instruments”. The Group has applied prospectively these items from the date of transition.
(3）Reconciliations
The reconciliations required to be disclosed under IFRS upon first-time adoption are as follows.
The reconciliations include items which may not impact the retained earnings and comprehensive income
under “reclassification”, and items which may impact the retained earnings and comprehensive income under“recognition and measurement differences”.

221

Reconciliations to Equity as at the date of transition to IFRS (April 1, 2021)(Millions of yen)
Presentation
under U.S. GAAP

U.S.
GAAP

Recognition
Reclassificat
andionmeasurement differences

IFRS

Note

AssetsCurrent Assets（Assets）
Current Assets
Cash and cash equivalents

Time deposits
Marketable securities
Notes and accounts
receivable
Allowance for doubtfulreceivables
Inventories
Return assets
Other current assets
Total current assets
Property, Plant andEquipment
Land
Buildings and building
improvements
Machinery and equipment
Construction in progress
Accumulated depreciation

Net property, plant andequipment
Other assets
Operating leases rightof-use assets
Investments
Goodwill
Other intangible assets

Investments in affiliated companies

Prepaid pension expense

Deferred income taxes
Other
Total other assets
Total Assets

Presentation under IFRS

63,5571,443
253－(1,443)
(253)

430
－
－

63,987－－

17,571490

596

18,657

(346)

346

－

－

－
43,250600
7,794
134,122

2,213
2
(600)
(603)
152

25
150
－
(124)
1,077

2,238
43,402－
7,067
135,351

Cash and cash equivalents

Trade and otherreceivables
Ａ

Other financial assets
Inventories
Other current assets
Total current assets
Non-current Assets

20,569－－－72,978－－－19,356
1,264
114,167(64,409)

－
－
－
－

－
－
－
－

－
－
－
－

49,758(4,390)(395)

44,973

12,729870(632)

12,967 Ｄ,Ｅ,ｊ

51,603
21,16915,220－(51,603)
－
394
3,126

－
－
(271)
－

－
21,16915,343
3,126

Ｃ,ｃ
Ｂ

21,207－(3,309)17,898ｄ－56,374(40)

56,334

9,533

－

(99)

9,434

1,649
5,771
138,881－322,761－(4,900)
－
－
23

(8)
108
－
－
(3,569)

1,641
979
－
183,864
319,215222ｂｋ

Property, plant andequipment
Right-of-use assets
Goodwill
Intangible assets
Investment property
Investments accounted
for using equity method
Investments accounted
for using equity method
Retirement benefit
assetsDeferred income taxes
Other non-current assets
Total non-current assets
Total Assets

(Millions of yen)
Presentation
under U.S. GAAP
（Liabilities）
Current Liabilities
Short-term bank loans
Notes and accounts
payableTrade notes payable
Trade accounts
payableOther payables
Accrued payroll andbonuses
Income taxes payable
Refund liabilities
Short-term operatinglease liabilities
Other current liabilities

Total current liabilities
Long-term liabilities
Long-term debt

Liabilities fortermination andretirement benefit
Deferred income taxes
Long-term operatinglease liabilities
Contingent
consideration (longterm)
Other long-term
liabilities
Total long-term
liabilities
Total liabilities（Equity）
Common stock
Additional paid-in
capitalRetained earnings
Accumulated othercomprehensive income(loss)
Foreign currencytranslation
adjustments
Pension liability
adjustments
Treasury stock, at cost

U.S.
GAAP

Recognition
Reclassificat
andionmeasurement differences

IFRS

Note

40,672
－

35
4,411

－
(754)

40,707
3,657

Ｄ,ｊ

－

14,330728

15,058

ｈ

712

(712)

－

－

8,734

(8,734)

－

－

6,610

(6,610)

－

－

－

2,372

(7)

2,365

6,822

(6,822)

－

－

1,025
2,266

(134)
(2,266)

(12)
－

879
－

4,411

(4,411)

－

－

4,819
76,071

9,202
661

111
66

14,132
76,798

1,498
－

－
8,520

－
156

1,498
8,676

Ｄ,ｊ

－

1,639

－

1,639

Ｇ

1,942

143

4

2,089

12,292－(227)

12,0658,520(8,520)

－

－

1,639

(1,639)

－

－

2,183

(781)

114

1,516

28,074(638)

47

27,483

104,14523

113

104,281

13,260－－13,26029,120－－29,120181,346－(25,203)

156,143ｌ－

762

21,61922,381ｆ,ｇ

1,770(1,770)－－(1,008)

1,008

－

－

(8,876)－－(8,876)

223

Ｇ

Presentation under IFRS
Liabilities and Equity
Liabilities
Current Liabilities
Borrowings
Lease liabilities
Trade and otherpayablesOther financial
liabilities
Income taxes payable

Ｆ,ｉ

Other current liabilities
Total current liabilities
Non-current liabilities
Borrowings
Lease liabilities
Other financial
liabilities
Retirement benefit
liabilityｋｉDeferred income taxes

Other non-current
liabilities
Total non-current
liabilities
Total liabilities
EquityCommon stock
Additional paid-in
capitalRetained earnings
Other components ofequityTreasury stock, at costPresentation
under U.S. GAAP
Total Wacoal Holdings
Corp. shareholders’equityNoncontrolling interests
Total equity
Total liabilities and equity

U.S.
GAAP

Recognition
Reclassificat
andionmeasurement differences

IFRS

Note

Presentation under IFRS

215,612－(3,584)

212,028

Total equity attributableto owners of parent

3,004
218,616
322,761

－
－
23

(98)
(3,682)(3,569)2,906
214,934
319,215

Noncontrolling interests
Total equity
Total liabilities and equity

224

Reconciliation of Equity as at previous consolidated fiscal year (March 31, 2022)(Millions of yen)
Presentation
under U.S. GAAP
(Assets)
Current Assets
Cash and cash
equivalents
Time deposits
Notes and accounts
receivable
Allowance for doubtfulreceivables
Inventories
Return assets
Other current assets
Total current assets
Property, Plant andEquipment
Land
Buildings and building
improvements
Machinery andequipment
Construction in progress

U.S.
GAAP

Recognition
Reclassificat
andionmeasurement differences

IFRS

Note

37,982－(497)

37,485

1,387(1,387)－－

19,414876

416

20,706

(282)

282

－

－

－
45,268655
4,004
108,428

1,802
－
(655)
(800)
118

(7)
658
－
(281)
289

1,795
45,926－
2,923
108,835

AssetsCurrent Assets
Cash and cash
equivalents
Trade and otherreceivablesＡ

Non-current Assets－－－

77,641－－－

20,829

－

－

－

1,289
120,117

－
－

－
－

－
－

(67,156)－－－

52,961(3,984)(375)

48,602

12,356886

744

13,986 Ｄ,Ｅ,ｊ

47,926
22,945
15,408－(47,926)
－
373
2,725

－
－
(115)
－

－
22,945
15,666
2,725

Ｃ,ｃ
Ｂ

22,835－(4,596)

18,239ｄ－52,250(1)

52,249Prepaid pension expense

13,411－(131)

13,280

Deferred income taxes
Other
Total other assets

1,554
5,421
141,856－
303,245－(4,442)
－
－
－

126
(9)
－
－
(4,068)

1,680
970
－
190,342
299,177

Investments in affiliatedcompanies

Total Assets

Other financial assets
Inventories
Other current assets
Total current assets

20,358

Accumulated
depreciation
Net property, plant andequipment
Other assets
Operating leases rightof-use assets
Investments
Goodwill
Other intangible assets

Presentation under IFRS

225

ｂ

ｋ

Property, plant andequipment
Right-of-use assets
Goodwill
Intangible assets
Investment property
Investments accounted
for using equity method
Other financial assets
Retirement benefit
assetsDeferred income taxes
Other non-current assets
Total non-current assets
Total Assets

(Millions of yen)
Presentation
under U.S. GAAP
(Liabilities)
Current Liabilities
Short-term bank loans
Notes and accounts
payableTrade notes payable
Trade accounts
payableOther payables
Accrued payroll andbonuses
Income taxes payable
Refund liabilities
Short-term operatinglease liabilities
Other current liabilities
Total current liabilities
Long-term liabilities
Long-term debt

Liabilities fortermination andretirement benefit
Deferred income taxes
Long-term operatinglease liabilities
Contingent
consideration (longterm)
Other long-term
liabilities
Total long-term
liabilities
Total liabilities(Equity)Common stock
Additional paid-in
capitalRetained earnings
Accumulated othercomprehensive income(loss)
Foreign currencytranslation
adjustments
Pension liability
adjustments
Treasury stock, at cost

U.S.
GAAP

Recognition
Reclassificat
andionmeasurement differences

IFRS

Note

10,227
－

－
4,549

－
648

10,227
5,197

Ｄ,ｊ

－

16,164574

16,738

ｈ

558

(558)

－

－

10,067(10,067)

－

－

7,006

(7,006)

－

－

－

1,661

－

1,661

6,319

(6,319)

－

－

1,408
1,991

(70)
(1,991)

25
－

1,363
－

4,549

(4,549)

－

－

5,178
47,303

8,883
697

19
1,266

14,08049,266

1,626
－

－
8,150

－
104

1,626
8,254

Ｄ,ｊ

－

820

－

820

Ｇ

3,345

103

18

3,466

14,095－(488)

13,6078,150(8,150)

－

－

820

(820)

－

－

1,854

(800)

216

1,270

29,890

(697)

(150)

29,043

77,193－

1,116

78,30913,260－－13,26029,077－－

29,077

183,456－(24,516)

158,940

ｌ

－

8,070

19,501

27,571

ｆ,ｇ

7,714(7,714)

－

－

356

(356)

－

－

(10,858)－－(10,858)

226

Ｇ

Presentation under IFRS
Liabilities and Equity
Liabilities
Current Liabilities
Borrowings
Lease liabilities
Trade and otherpayablesOther financial
liabilities
Income taxes payable

Ｆ,ｉ

Other current liabilities
Total current liabilities
Non-current liabilities
Borrowings
Lease liabilities
Other financial
liabilities
Retirement benefit
liabilityｋｉDeferred income taxes

Other non-current
liabilities
Total non-current
liabilities
Total liabilities
EquityCommon stock
Additional paid-in
capitalRetained earnings
Other components ofequityTreasury stock, at costPresentation
under U.S. GAAP
Total Wacoal Holdings
Corp. shareholders’equityNoncontrolling interests
Total equity
Total liabilities and equity

U.S.
GAAP

Recognition
Reclassificat
andionmeasurement differences

IFRS

Note

Presentation under IFRS

223,005－(5,015)217,990

Total equity attributableto owners of parent

3,047
226,052
303,245

－
－
－

(169)
(5,184)(4,068)2,878
220,868
299,177

Noncontrolling interests
Total equity
Total liabilities and equity

227

Reconciliation of Statement of Profit and Loss and Statement of Comprehensive Income for the previous
Consolidated cumulative fiscal Year（From April 1, 2021 to March 31, 2022）(Millions of yen)
Reclassification

Recognition andmeasurement
differences

172,860

13(801)

172,072(76,607)

(31)

390

(76,248)ｆ,ｉ(93,010)(756)(1,564)(95,330)

ｆ,ｉ

1,981

(1,981)

－

－

(211)

211

－

－

－

3,760

(11)

3,749

Ｈ

Other income

－

(920)

(32)

(952)

Ｈ

Other expenses

5,013

296

(2,018)3,291Interest income

53

(53)

－

－

Interest expense

(62)

62

－

－

Dividend income
Valuation loss onmarketable securities
and investments – net
Other – net

1,312(1,312)

－

－

(641)

(169)

810

－

1,571

(789)

(782)

－

－

1,887

43

1,930

Ｈ

Finance income

－

(55)

(177)

(232)

Ｈ

－

－

(1,485)(1,485)

ｄ

－

792

(123)

579

Finance costs
Impairment charges ofinvestments accounted forusing equity method
Share of profit (loss) ofinvestments accounted forusing equity method

7,246

659

(3,822)

4,083(3,497)133

866(2,498)

3,749

－

－

－

792

(792)

－

－

4,541

－

(2,956)

1,585

Presentation
under U.S. GAAPNet sales

U.S.
GAAP

IFRS

Note

Presentation under IFRSRevenue

Operating expenses
Cost of sales
Selling, general andadministrative expenses
Gain on sales ordisposal of property,
plant and equipment-net
Impairment charges on
goodwill and otherintangible assets

Operating income

Cost of sales
Selling, general andadministrative expenses

Operating profit

Other income (expenses)

Income before income
taxes and equity in net
income of affiliatedcompanies
Income taxes
Income before equity in
net income of affiliatedcompanies
Equity in net income ofaffiliated companies
Net income

Profit before tax
ｋIncome tax expense

ProfitProfit attributable to:

Net income attributable to
Wacoal Holdings Corp.
Net income attributable tononcontrolling interests

4,608

－

(2,876)

1,732

Owners of parent

(67)

－

(80)

(147)

Noncontrolling interests

Reclassification

Recognition andmeasurement
differences－(2,956)(Millions of yen)
Presentation
under U.S. GAAPNet income

U.S.
GAAP
4,541

228

IFRS
1,585

Note

Presentation under IFRSProfitPresentation
under U.S. GAAP

U.S.
GAAP

Reclassification

Recognition andmeasurement
differences

IFRS

Note

Other comprehensive
income (net of tax)

Pension liability
adjustments

Foreign currencytranslation adjustments

Total of othercomprehensive income
Comprehensive income

－

－

(538)

(538)

ａ

1,364

－

1,405

2,769

ｆ

－

－

297

297

6,024

(325)

112

5,811

－

325

169

494

7,388

－

1,445

8,833

11,929－(1,511)

10,418Presentation under IFRSOther comprehensive
incomeItems that will not bereclassified to profit or
loss
Financial assets
measured at fair value
through othercomprehensive
incomeRemeasurement ofdefined benefit plans
Share of othercomprehensive
income of investments
accounted for using
equity method
Items that may bereclassified to profit orloss
Exchange differenceson translation offoreign operations
Share of othercomprehensive
income of investments
accounted for using
equity method
Total othercomprehensive income
Comprehensive income
Comprehensive income
attributable to:Comprehensive income
attributable to Wacoal
Holdings Corp.
Comprehensive income
attributable tononcontrolling interests

11,916－(1,440)10,476

13

－

(71)

(58)

229

Owners of parent
Noncontrolling interests

Notes to the Reconciliations① Reclassification
Ａ．Certain financial instruments included in “time deposits” and “marketable securities” as well as “othercurrent assets” that were separately presented under U.S. GAAP have been reclassified and presented as“other financial assets” under IFRS.
Ｂ．“Investment property”, which was included in “Property, plant and equipment” under U.S. GAAP ispresented separately under IFRS.
Ｃ．“Painting”, which was included in “Property, plant and equipment” under U.S. GAAP has been
reclassified and presented in “intangible assets” under IFRS as an asset with an indefinite useful life.
Ｄ．Items presented as “operating lease right-of-use assets”, “short-term operating lease liabilities” and“long-term operating lease liabilities” under U.S. GAAP are presented as “right-of-use assets” and “leaseliabilities” under current liabilities and non-current liabilities, respectively, under IFRS.
Ｅ．“Leasehold rights”, which were included in “Other intangible assets” under U.S. GAAP have been
reclassified and presented as “Right-of-use assets” under IFRS.
Ｆ．“Accrued payroll and bonuses” and “Refund liability”, which were separately presented under U.S.
GAAP have been reclassified and presented as “Other current liabilities” under IFRS.
Ｇ．“Contingent consideration (short-term)” included in “Notes and accounts payable – Other payables”
under Current Liabilities and “Contingent consideration (long-term)”, which was separated presented
under “Long-term liabilities” under U.S. GAAP have been reclassified and presented as Current
Liabilities and as “other financial liabilities” under Non-current Liabilities”, respectively, under IFRS.
Ｈ．Items presented in “Operating costs and expenses”, “Other income (expenses)” under U.S. GAAP arerecorded as “Finance income” and “Finance costs” for financial related gains and losses, while otheritems are presented as “Other income” and “other expenses” under IFRS.
② Recognition and measurement differences
The following adjustments are prorated to the related noncontrolling interests.
ａ．Fair value measurement of equity instruments
Valuation gains (losses), gains (losses) on sales, and impairment charges with respect to equity
instruments are recognized in net income or loss under U.S. GAAP, whereas changes in fair value arerecognized in other comprehensive income under IFRS expect for certain issues.
ｂ．Adjustment of recorded amount of property, plant and equipment
Under U.S. GAAP, an impairment charge is recognized only when there is an indication that the total
undiscounted future cash flows expected from the use or eventual disposition of an asset (group) are lessthan its carrying amount. On the other hand, under IFRS, if there is an indication of impairment, an
impairment charge is recognized when the recoverable amount of an asset (group) is less than its carrying
amount. The fair value of equipment, plant and equipment of certain consolidated subsidiaries withindications of impairment included our Wacoal Business (Overseas) was measured as at the transition
date and recognized an impairment charge of ¥419 million, which was adjusted to retained earnings asof the date of transition.
ｃ．Adjustment of recorded amount of intangible assets
For certain intangible assets, the fair value of the transition date is used as deemed cost. The fair valueof suchintangible assets at the transition date was ¥175 million, a decrease of ¥136 million compared to U.S.
GAAP. In addition, a write-down of 2 million yen was recorded as a result of measuring the fair valueof intangible assets of certain consolidated subsidiaries as of the date of transition, both of which were
adjusted to retained earnings as of the transition date.
ｄ．Adjustment of recorded amount of investments accounted for using equity method
Under U.S. GAAP, a loss is recognized when a series of losses or elements of the investee’s investmentthat indicate an other-than-temporary decrease in the value of the investment have occurred. On the other
hand, under IFRS, an impairment charge is recognized if there is objective evidence of impairment after
the application of the equity method. Under U.S. GAAP, we did not experience a series of losses or otherfactors indicating an other-than-temporary decrease in the value of its investments. However, under
IFRS, we identified objective evidence of impairment for certain investments included in our Wacoal
Business (Overseas) and reduced the carrying amount of its investments accounted for using equity
method to their recoverable amount. Such recoverable amount is measured at Level 1 fair value. As aresult, an impairment charge of ¥4,069 million was recognized and adjusted to retained earnings at the230date of transition, and an impairment charge of ¥1,485 million on investments accounted for using equity
method was recorded in the previous fiscal year.
ｅ．Uniformity of reporting periods
Certain consolidated subsidiaries and equity method affiliates that have a different fiscal year-end fromthat of the Group have been unified in their reporting periods to match the Group’s fiscal year-end as ofthe date of transition.
ｆ．Adjustment related to retirement benefit accounting
Under U.S. GAAP, actuarial gains and losses and prior service cost are recognized in othercomprehensive income when incurred and amortized in subsequent periods. On the other hand, under
IFRS, actuarial gains and losses (remeasurement of defined benefit plans) are recognized in othercomprehensive income when incurred and immediately transferred to retained earnings. In addition, past
service costs are recognized immediately as part of retirement benefit expenses.
ｇ．Transfer of exchange differences on translation of foreign operations
Upon first-time adoption, we elected the exemptions provided in IFRS 1 and transferred all
cumulative translation differences at the date of transition to retained earnings.
ｈ．Adjustment related to recognition of levies
Items corresponding to property tax levies that the Group and certain consolidated subsidiaries are
obligated to pay were recognized over the fiscal year in which they were paid under U.S. GAAP, but arerecognized in IFRS on the date the event giving rise to the obligation occurs. The amount required as of
the transition date is recognized as liability in “Trade and other payables” and adjusted to retained
earnings as of the date of transition.
ｉ．Adjustment for recognition of other long-term employee benefit obligations
For long-term employee benefit plans adopted by certain consolidated subsidiaries, which were notrecognized under U.S. GAAP, the present value of the projected payments as of the date of transition is
included in “Other current liabilities” and “Other non-current liabilities” as a liability and adjusted toretained earnings on the date of transition. The net change in such liabilities is recognized as “Selling,
general and administrative expenses” and “Cost of sales” under IFRS.
ｊ．Recognition of right-of-use assets and lease liability, adjustment of recorded amount of right-of-use
assetsLeases accounted for as “operating leases” under U.S. GAAP were remeasured in accordance withIFRS 16 as of the date of transition and adjusted to retained earnings on the date of transition. The fairvalue of the right-of-use assets of certain consolidated subsidiaries as of the date of transition wasmeasured at fair value, resulting in a write-down of ¥118 million, which was adjusted to retained earnings
as of the date of transition.
ｋ．Tax effect adjustments
Changes in deferred tax assets (deferred tax liabilities) occurred due to temporary differences arising(or eliminated) as a result of IFRS adjustments, etc. In addition, with respect to the tax effects of
unrealized intragroup transactions, deferred tax assets are recognized under IFRS at the tax rate of theseller, whereas under U.S. GAAP, the tax expense was recognized at the source of sale.

231

ｌ．Adjustment to retained earnings(Millions of yen)Previous Consolidated
Fiscal Year as of March 31,
2022

Date of Transition(April 1, 2021)
a. Fair value measurement of equity instruments(22,381)(21,347)b. Adjustment of recorded amount of property, plant andequipment

(419)

(395)

c. Adjustment of recorded amount of intangible assets

(138)

(138)

(3,886)(5,546)e. Uniformity of reporting periods

285

(386)

f. Adjustment related to retirement benefit accounting

(941)

704

g. Transfer of exchange differences on translation of foreign
operations

2,930

2,930

h. Adjustment related to recognition of levies

(665)

(669)

(294)

(283)

79

(31)

(90)

(155)

(25,520)(25,316)

219

597

98

203

(25,203)(24,516)d. Adjustment of recorded amount of investments accounted
for using equity method

i. Adjustment for recognition of other long-term employee
benefit obligations
j. Recognition of right-of-use assets and lease liabilities,
adjustment of recorded amount of right-of-use assets
Other
Subtotalk. Tax effect adjustments
Adjustment related to noncontrolling interests
Total

Reconciliation of Consolidated Statement of Cash Flows for the previous consolidated fiscal year (From April
1, 2021 to March 31, 2022)
There are no material differences between the consolidated statement of cash flows disclosed in accordancewith U.S. GAAP and the consolidated statement of cash flows disclosed in accordance with IFRS.

232

39．Approval of Consolidated financial statements

These consolidated financial statements were approved by Masaaki Yajima, President and Representative
Director, and Akira Miyagi CFO, as of June 28 2023.

233

（２）【Others】

Quarterly financial information for the year ended March 31, 2023
（Cumulative period）
Revenue (Millions of yen)
(Loss) profit before tax(Millions of yen)
(Loss) profit attributable toowners of the parent(Millions of yen)
Basic (loss) earnings per
share (yen)（Fiscal period）
Basic (loss) earnings per
share (yen)First Quarter

Second Quarter

Third Quarter

Year ended March 31,
2023

49,02797,506

143,903

188,592

3,580

5,881

252

(699)

2,404

4,201

(2,431)(1,776)

39.17

68.91

(40.27)(29.66)First Quarter

Second Quarter

39.17

29.67

234

Third Quarter(112.08)

Fourth Quarter
11.22

VI. 【Stock-Related Administration for the Company】
Fiscal year

From April 1 to March 31

Ordinary General Meeting of
Shareholders

To be held in June

Record date

March 31

Record date for distribution of
surplusNumber of shares constituting
one unit
Purchase and sale of shares lessthan one unit

September 30
March 31

Office for handling business

100 shares(Special Account)
Osaka Securities Transfer Section
Mitsubishi UFJ Trust and Banking Corporation
6-3, Fushimi 3-chome, Chuo-ku, Osaka

Transfer agent(Special Account)
Mitsubishi UFJ Trust and Banking Corporation
4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo

Forwarding office―――Handling charge for purchase
and SaleFree of charge

Method of public noticeSpecial benefit forshareholders(Notes)Public notice of the Company shall be in electronic form; provided that, public noticecannot be provided electronically due to an accident or unavoidable event, it shall be
published in Nihon Keizai Shimbun.
(i) Wacoal Essence Check (coupon for goods) shall be presented to the shareholders as
follows (with the date of determination of the shareholders entitled thereto being the endof March and September):- To shareholders holding 500 shares or more, but less than 1,500 shares:
Wacoal Essence Check worth JPY3,000 shall be presented twice a year.
- To shareholders holding 1,500 shares or more:
Wacoal Essence Check worth JPY5,000 shall be presented twice a year.
- To shareholders holding shares for three years or more:
Wacoal Essence Check worth JPY1,000 shall be added to above.
(ii) Shareholder special discount shall be made for Wacoal products by means of catalogue
sales and internet sales as follows:- To shareholders holding 100 shares or more:
20% discount shall be made for the purchase of our products listed in catalogues
issued by Wacoal or internet sales; provided, however, that the total purchaseprice applicable for the discount shall be 1,000,000 yen (before discount) per year.

Our Articles of Incorporation prescribe that the shareholders holding shares constituting less than one unit of theCompany may not exercise any rights, except for the rights as prescribed under each item in Paragraph 2, Article 189of the Companies Act, the claim rights pursuant to the provisions of Paragraph 1, Article 166 of the same law, the rightto receive an allocation of share offerings and stock acquisition rights in proportion to the number of shares held, andthe right to request the sale of additional shares not constituting one unit.

235

VII. 【Reference Information on the Company】
1. 【Information on the Parent Company】
The Company does not have the parent company set out in Paragraph 1, Article 24-7 of the Financial Instruments andExchange Act.

2. 【Other Reference Information】
The Company filed the following documents during the period from the commencing date of the current fiscal year to thefiling date of the Annual Securities Report.
(1） Annual Securities Report andFiscal Year
From April 1, 2021
Filed with the Director of thethe attachments thereto, and(74th Fiscal Year)
to March 31, 2022
Kanto Local Finance Bureau on
Confirmation Letter
June 29, 2022
(2） Internal Control Report andthe attachments thereto(3） Quarterly Report andConfirmation Letter

Filed with the Director of the
Kanto Local Finance Bureau on
June 29, 2022
(First quarter of 75th
Fiscal Year)

From April 1, 2022
to June 30, 2022

(Second quarter of 75th From July 1, 2022
Fiscal Year)to September 30, 2022
(Third quarter of 75th
Fiscal Year)(4） Extraordinary Report(5） Share Repurchase Report

From October 1, 2022
to December 31, 2022

Extraordinary Report on the Results of the Exercise of
Voting Rights at General Meeting of Shareholders
pursuant to Item 9-2, Paragraph 2, Article 19 of the
Cabinet Office Ordinance Concerning Disclosure of
Corporate Affairs, etc.
Extraordinary Report on the Results of the Exercise of
Voting Rights at General Meeting of Shareholders
pursuant to Item 9-2, Paragraph 2, Article 19 of the
Cabinet Office Ordinance Concerning Disclosure of
Corporate Affairs, etc.
Extraordinary Report on the Change in Specified
Subsidiary pursuant to Item 3, Paragraph 2, Article 19of the Cabinet Office Ordinance Concerning
Disclosure of Corporate Affairs, etc.
Reporting Period

From June 1, 2021
to June 30, 2021

Reporting Period

From July 1, 2022
to July 31, 2022

Reporting Period

From August 1, 2022
to August 31, 2022

Reporting Period

From September 1, 2022
to September 30, 2022

Reporting Period

From October 1, 2022
to October 31, 2022

Reporting Period

From November 1, 2022
to November 30, 2022

Reporting Period

From December 1, 2022
to December 31, 2022

236

Filed with the Director of the
Kanto Local Finance Bureau on
August 15, 2022
Filed with the Director of the
Kanto Local Finance Bureau on
November 14, 2022
Filed with the Director of the
Kanto Local Finance Bureau on
February 14, 2023
Filed with the Director of the
Kanto Local Finance Bureau on
June 30, 2022

Filed with the Director of the
Kanto Local Finance Bureau on
February 10, 2023

Filed with the Director of the
Kanto Local Finance Bureau on
April 7, 2023

Filed with the Director of the
Kanto Local Finance Bureau on
July 7, 2022
Filed with the Director of the
Kanto Local Finance Bureau on
August 9, 2022
Filed with the Director of the
Kanto Local Finance Bureau on
September 7, 2022
Filed with the Director of the
Kanto Local Finance Bureau on
October 7, 2022
Filed with the Director of the
Kanto Local Finance Bureau on
November 8, 2022
Filed with the Director of the
Kanto Local Finance Bureau on
December 9, 2022
Filed with the Director of the
Kanto Local Finance Bureau on
January 13, 2023

Reporting Period

From January 1, 2023
to January 31, 2023

Reporting Period

From February 1, 2023
to February 28, 2023

Reporting Period

From March 1, 2023
to March 31, 2023

Reporting Period

From May 1, 2023
to May 31, 2023

(6） Securities Registration
Statement and the attachments
thereto(7） Amendment to the securities
registration statement

Filed with the Director of the
Kanto Local Finance Bureau on
February 7, 2023
Filed with the Director of the
Kanto Local Finance Bureau on
March 9, 2023
Filed with the Director of the
Kanto Local Finance Bureau on
April 7, 2023
Filed with the Director of the
Kanto Local Finance Bureau on
June 12, 2023
Filed with the Director of the
Kanto Local Finance Bureau on
June 29, 2022

Amendment to the securities registration statement
filed on 29 June 2022.

237

Filed with the Director of the
Kanto Local Finance Bureau on
June 30, 2022

Part II 【Information on Guarantors etc. for the Company】
Not applicable.

238

NOTE TO READERS:
Following is an English translation of the Independent Auditors’ Report filed under the Financial Instruments andExchange Act of Japan. This report is presented merely as supplemental information.
(TRANSLATION)
INDEPENDENT AUDITOR'S REPORT
June 28, 2023
To the Board of Directors of
Wacoal Holdings Corp.:

Deloitte Touche Tohmatsu LLC
Kyoto office
Designated Engagement Partner,
Certified Public Accountant:
Koichiro Tsukuda
Designated Engagement Partner,
Certified Public Accountant:
Tomomi Tsuji
Audit of Financial Statements
OpinionPursuant to the first paragraph of Article 193-2 of the Financial Instruments and Exchange Act, we have audited
the consolidated financial statements of Wacoal Holdings Corp. and its consolidated subsidiaries (the "Group")
included in the Financial Section, namely, the consolidated statement of financial position as of March 31, 2023,
and the consolidated statement of profit or loss, consolidated statement of comprehensive income, consolidated
statement of changes in equity and consolidated statement of cash flows for the fiscal year from April 1, 2022 toMarch 31, 2023, and notes to the consolidated financial statements.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, theconsolidated financial position of the Group as of March 31, 2023, and its consolidated financial performanceand its consolidated cash flows for the year then ended in accordance with International Financial ReportingStandards pursuant to the provisions of Article 93 of the Ordinance on Terminology, Forms and Preparation
Methods of Consolidated Financial Statements.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities
under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated
Financial Statements section of our report. We are independent of the Group in accordance with the provisions of
the Code of Professional Ethics in Japan, and we have fulfilled our other ethical responsibilities as auditors. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matter
A key audit matter is a matter that, in our professional judgment, was of most significance in our audit of theconsolidated financial statements of the current period. The matter was addressed in the context of our audit of

the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide aseparate opinion on the matter.
Key Audit Matter Description

How the Key Audit Matter Was Addressed in the
Audit

Valuation of goodwill
As of March 31, 2023, the goodwill of ￥16,256 million
recorded on the consolidated statement of financial position
included goodwill allocated to WACOAL INTERNATIONAL
CORP. and WACOAL EUROPE LTD in the amount of ￥6,035
million, or 2.1% of total assets and ￥10,221 million, or 3.6%of total assets, respectively.
The Group has applied International Financial ReportingStandards and as described in Note 3. Significant Accounting
Policies (7) Goodwill and Intangible assets, and (16)Impairment of non-financial assets, impairment tests at the
cash-generating unit level, which includes goodwill, at eachperiod and whenever an indication of impairment exists. If thecarrying amount of a cash-generating unit exceeds therecoverable amount as a result of the impairment test, thecarrying amount is reduced to the recoverable amount and the
reduction in the carrying amount is recognized as an impairment
loss.
When conducting the impairment test, the Group calculates therecoverable amount as the higher of the value in use or the fairvalue less disposal costs.
The Group uses an expected present value method to calculate
the recoverable amount in performing the impairment test.
Future cash flows used to calculate the recoverable amount are
based on a five-year business plans approved by managementwith the terminal value reflecting the average long-term growthrate in the relevant market. The business plans include
significant assumptions such as the feasibility of sales volumes
expansion measures and market growth rates in the regions
where they operate. Although these significant assumptions are
determined using the best estimates and judgments based on thebusiness plans approved by management as well as their actual
results, they may be affected by changes in the market
environment and involves uncertainty. Therefore, estimates andjudgments made by management have a significant impact on
the estimated recoverable amount. In addition, the discount rateused to calculate the recoverable amount requires a high degreeof expertise in valuation for selecting the calculation method
and the input data of significant assumptions.
As a result of the impairment test, for goodwill related to
WACOAL INTERNATIONAL CORP., as described in Note 13.
Goodwill and Intangible assets (3) Impairment of goodwill andintangible assets with indefinite useful lives, an impairment loss
on goodwill of ￥8,281 million was recorded because thecarrying amount exceeded the recoverable amount as a result of
the revision to the business plan made to reflect the changes inthe external environment, including the stricter data privacy
regulations on digital marketing and the recent slowdown in
consumer spending. No impairment loss was recognized for
goodwill related to WACOAL EUROPE LTD., as therecoverable amount exceeded the carrying amount.
Based on the above, we identified the valuation of goodwill asa key audit matter.

Our audit procedures related to the reasonableness of theestimate of the recoverable amount included the following,among others:
1.
Evaluate internal control
We evaluated the design and operating effectiveness of thecontrols over the calculation of the recoverable amount,
including significant assumptions.
2.
Evaluate the reasonableness of the estimate of therecoverable amountWe read the report related to impairment tests of goodwill
prepared by management. We determined its consistency withsignificant assumptions used in the business plans approved bymanagement. In addition, we inquired of management
regarding the estimate of the recoverable amount to obtain anunderstanding of the significant assumptions and evaluated thereasonableness of the estimate of the recoverable amount byperforming the following procedures:⚫ We obtained an understanding on various measures toexpand the sales volume through inquiries ofmanagement, compared business plans prepared inprior years with actual results, and evaluatedmanagement’s ability to accurately estimate thefeasibility of increased sales volume.
⚫ We evaluated management’s estimates of market
growth rates in the regions where they operated bycomparing them with our own growth rate forecasts
developed using the retail industry data published byexternal organizations with the assistance of ourvaluation specialists.
⚫ We performed sensitivity analyses to assess theimpact of the discount rates on the recoverable
amount. In addition, we evaluated the reasonablenessof the method of calculating the discount rate andcompared it with discount rates independently
developed using market data and our own
assumptions with the assistance of our valuation
specialists.

Other Information
Management is responsible for the other information. Audit & Supervisory Board members and the Audit &Supervisory Board are responsible for overseeing the Directors’ execution of duties relating to the design andoperating effectiveness of the controls over the other information. The other information comprises theinformation included in the Annual Securities Report, but does not include the consolidated financial statements
and our auditor’s report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not expressany form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the otherinformation and, in doing so, consider whether the other information is materially inconsistent with theconsolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this otherinformation, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Audit & Supervisory Board Members and the Audit & Supervisory Boardfor the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements inaccordance with International Financial Reporting Standards, and for such internal control as management
determines is necessary to enable the preparation 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 the Group's ability tocontinue as a going concern, disclosing, as applicable, matters related to going concern in accordance with
International Financial Reporting Standards.
Audit & Supervisory Board members and the Audit & Supervisory Board are responsible for overseeing the
Directors' execution of duties relating to the design and operating effectiveness of the controls over the Group's
financial reporting process.
Auditor's Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives 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 includes
our opinion. Misstatements can arise from fraud or error and are considered material if, individually or in theaggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis ofthese consolidated financial statements.
As part of an audit in accordance with auditing standards generally accepted in Japan, we exercise professional
judgment and maintain professional skepticism throughout the audit. We also:• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due tofraud or error, design and perform audit procedures responsive to those risks. The procedures selected dependon the auditor's judgment. In addition, we obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion.
• Obtain, when performing risk assessment procedures, an understanding of internal control relevant to the audit
in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Group's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates andrelated disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may castsignificant 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 related disclosures in the
consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. 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 overall presentation and disclosures of the consolidated financial statements are inaccordance with International Financial Reporting Standards, as well as the overall presentation, structure andcontent of the consolidated financial statements, including the disclosures, and whether the consolidated
financial statements represent the underlying transactions and events in a manner that achieves fairpresentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or businessactivities within the Group to express an opinion on the consolidated financial statements. We are responsible
for the direction, supervision and performance of the group audit. We remain solely responsible for our audit
opinion.
We communicate with 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.
We also provide Audit & Supervisory Board members and the Audit & Supervisory Board with a statement that
we have complied with relevant ethical requirements regarding independence, and communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence, and whereapplicable, related safeguards.
From the matters communicated with Audit & Supervisory Board members and the Audit & Supervisory Board,
we determine those matters that were of most significance in the audit of the consolidated financial statements ofthe current period and are therefore the key audit matters. We describe these matters in our auditor's report unlesslaw or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse consequences of doing sowould reasonably be expected to outweigh the public interest benefits of such communication.
Audit of Internal Control
OpinionPursuant to the second paragraph of Article 193-2 of the Financial Instruments and Exchange Act, we have audited
management's report on internal control over financial reporting of Wacoal Holdings Corp. as of March 31, 2023.
In our opinion, management's report on internal control over financial reporting referred to above, which represents
that the internal control over financial reporting of Wacoal Holdings Corp. as of March 31, 2023, is effectively
maintained, presents fairly, in all material respects, the results of the assessment of internal control over financial
reporting in accordance with assessment standards for internal control over financial reporting generally acceptedin Japan.
Basis for Opinion
We conducted our internal control audit in accordance with auditing standards for internal control over financial
reporting generally accepted in Japan. Our responsibilities under those standards are further described in the
Auditor's Responsibilities for the Internal Control Audit section of our report. We are independent of the Group inaccordance with the provisions of the Code of Professional Ethics in Japan, and we have fulfilled our other ethicalresponsibilities as auditors. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our opinion.
Responsibilities of Management and Audit & Supervisory Board for Report on Internal Control
Management is responsible for designing and operating effective internal control over financial reporting and forthe preparation and fair presentation of its report on internal control in accordance with assessment standards forinternal control over financial reporting generally accepted in Japan. Audit & Supervisory Board members and the
Audit & Supervisory Board are responsible for overseeing and verifying the design and operating effectiveness ofinternal control over financial reporting. There is a possibility that misstatements may not be completely prevented
or detected by internal control over financial reporting.
Auditor's Responsibilities for the Internal Control Audit
Our objectives are to obtain reasonable assurance about whether management's report on internal control overfinancial reporting is free from material misstatement and to issue an auditor's report that includes our opinion.
As part of an audit in accordance with auditing standards for internal control over financial reporting generally
accepted in Japan, we exercise professional judgment and maintain professional skepticism throughout the audit.
We also:• Perform audit procedures to obtain audit evidence regarding the results of the assessment of internal control
over financial reporting in management’s report on internal control. The procedures selected depend on theauditor's judgment, including the significance of effects on reliability of financial reporting.
• Examine representations on the scope, procedures and results of the assessment of internal control over financial
reporting made by management, as well as evaluating the overall presentation of management's report oninternal control.
• Obtain sufficient appropriate audit evidence regarding the results of the assessment of internal control overfinancial reporting. We are responsible for the direction, supervision and performance of the internal control
audit. We remain solely responsible for our audit opinion.
We communicate with Audit & Supervisory Board members and the Audit & Supervisory Board regarding,among other matters, the planned scope and timing of the internal control audit, result of the internal control
audit, including any identified material weakness which should be disclosed and the result of remediation.
We also provide Audit & Supervisory Board members and the Audit & Supervisory Board with a statement that
we have complied with relevant ethical requirements regarding independence, and communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence, and whereapplicable, related safeguards.
Interest Required to Be Disclosed by the Certified Public Accountants Act of Japan
Our firm and its designated engagement partners do not have any interest in the Group which is required to bedisclosed pursuant to the provisions of the Certified Public Accountants Act of Japan.

Notes to the Readers of Independent Auditor's Report
This is an English translation of the independent auditor's report as required by the Financial Instruments andExchange Act of Japan for the conveniences of the reader.

【Cover】【Document Filed】

Internal Control Report (“Naibutosei Hokokusho”)【Applicable Law】

Paragraph 1, Article 24-4-4 of the Financial Instruments and Exchange
Act【Filed to】

Director, Kanto Local Finance Bureau【Filing Date】

June 28, 2023

【Company Name】

KABUSHIKI KAISHA WACOAL HOLDINGS【Company Name in English】

WACOAL HOLDINGS CORP.

【Position and Name ofRepresentative】【Position and Name of Chief Financial
Officer】

Masaaki Yajima, Representative Director, President and Corporate Officerof the Company
Akira Miyagi, Representative Director and Vice President Corporate
Officer【Address of Head Office】

29, Nakajima-cho, Kisshoin, Minami-ku, Kyoto【Place Where Available for Public
Inspection】

Tokyo Stock Exchange, Inc.
(2-1, Nihombashi Kabutocho, Chuo-ku, Tokyo)

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING(TRANSLATION)NOTE TO READERS
Following is an English translation of management's report on internal control over financial reporting ("ICFR") filed
under the Financial Instruments and Exchange Act of Japan. This report is presented merely as supplemental
information.
There are differences between management's assessment of ICFR under the Financial Instruments and Exchange Act("ICFR under FIEA") and one conducted under the attestation standards established by the American Institute ofCertified Public Accountants ("AICPA").
In management's assessment of ICFR under FIEA, there is detailed guidance on the scope of management's
assessment of ICFR, such as quantitative guidance on business unit selection and/or account selection. In
management's assessment of ICFR under the attestation standards established by the AICPA, there is no such detailed
guidance. Accordingly, based on the quantitative guidance which provides an approximate measure of the scope of
the assessment of internal control over business processes, we designated the business units that accounted forapproximately two-thirds of the aggregated sales for the previous fiscal year on a consolidated basis as "significant
business units" which should be subject to management's assessment of the process-level controls.
1.【Matters Relating to the Basic Framework for Internal Control over Financial Reporting】
Masaaki Yajima, President and Representative Director, and Akira Miyagi, Representative Director and Vice
President Corporate Officer, are responsible for designing and operating effective ICFR of Wacoal Holdings Corp.
(the "Company"), and have designed and operated ICFR in accordance with the basic framework for internal control
set forth in "On the Revision of the Standards and Practice Standards for Management Assessment and Audit
concerning Internal Control Over Financial Reporting (Council Opinions)" published by the Business Accounting
Council.
The internal control is designed to achieve its objectives to the extent reasonable through the effective function andcombination of its basic elements. Therefore, there is a possibility that misstatements may not be completely
prevented or detected by ICFR.
2.【Matters Relating to Scope of Assessment, the Assessment Date, and Assessment Procedures】
The assessment of ICFR was performed as of March 31, 2023. The assessment was performed in accordance withassessment standards for ICFR generally accepted in Japan.
In conducting this assessment, we evaluated internal controls which may have a material effect on the entire financial
reporting in a consolidation ("company-level controls") and, based on the result of this assessment, we appropriately
selected business processes to be evaluated, analyzed these selected business processes, identified key controls that
may have a material impact on the reliability of our financial reporting, and assessed the design and operation ofthese key controls. These procedures have allowed us to evaluate the effectiveness of the internal controls.
We determined the required scope of the assessment of ICFR for the Company, as well as its consolidated
subsidiaries and equity method affiliated companies, from the perspective of the materiality that may affect thereliability of our financial reporting. We determined the materiality that may affect the reliability of the financial
reporting taking into account the materiality of quantitative and qualitative impacts. We confirmed that we hadreasonably determined the scope of assessment of internal controls over business processes in light of the results of
the assessment of company-level controls conducted for the Company, its consolidated subsidiaries and equity
method affiliated companies. We did not include those consolidated subsidiaries and equity method affiliatedcompanies which do not have any quantitatively or qualitatively material impact on the consolidated financial
statements in the scope of the assessment of company-level controls.

Regarding the scope of assessment of internal control over business processes, we selected business units fortesting as "significant business units," whose combined sales were at least two-thirds of total consolidated sales
for the prior year on a consolidated basis.
At the selected significant business units, we included in the scope of our assessment those business processes
leading to sales or accounts receivable and inventories as significant accounts that may have a material impact
on our business objectives. Further, not only at selected significant business units, but also at other business
units, we added to the scope assessment the following as business processes with greater materiality considering
their impact on financial reporting: (1) those business processes relating to greater likelihood of material
misstatements and significant accounts involving estimates and management's judgment, and (2) those businessprocesses relating to businesses or operations dealing with high-risk transactions.
3.【Matters Relating to the Results of Assessment】
As a result of the assessment above, we concluded that our ICFR was effective as of March 31, 2023.
4.【Supplementary Matters】
Not applicable.
5.【Special Information】
Not applicable.