[Translation]

May 10, 2017
To Whom It May Concern:
Company Name:
Representative:

Contact:

WACOAL HOLDINGS CORP.
Yoshikata Tsukamoto,President and Representative Director(Code Number: 3591)(Tokyo Stock Exchange, First Section)
Akira Miyagi,
General Manager of Corporate Planning(Telephone: +81(075) 682-1010)

Announcement of Change of Number of Shares in One Unit of Shares, Share Consolidation
and Partial Amendment to Articles of Incorporation
We (the “Company”) hereby announce that our board of directors has resolved at its meeting heldon May 10, 2017 to submit to the 69th ordinary general meeting of shareholders to be held on June 29,2017 (the “Ordinary Shareholders Meeting”) proposals for a share consolidation and a partial amendment
to the Articles of Incorporation (to change the number of shares in one unit of shares, etc.) as follows.
Please note that the details of the proposal to be submitted to the Ordinary Shareholders Meeting,including the above-mentioned proposal, are scheduled to be determined at the meeting of our board of
directors to be held on May 26, 2017.

Details

1.

Change of Number of Shares in One Unit of Shares(1)

Reason for change
To address the determination by all Japanese securities exchanges, including the Tokyo
Stock Exchange, that the minimum trading unit of shares for domestically listed companies
be uniformly set at 100 shares on or prior to October 1, 2018.

(2)

Details of change
The number of shares of common stock in one unit of shares will be changed from 1,000
shares to 100 shares.

(3)

Date of change (scheduled)
October 1, 2017

(4)

Conditions to change
The foregoing change shall become effective upon the approval and adoption at the Ordinary

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[Translation]
Shareholders Meeting of the proposal set forth in “2. Share Consolidation” below.

2.

Share Consolidation(1)

Purpose of consolidation
In connection with the change of the number of shares in one unit of shares from 1,000
shares to 100 shares as mentioned in 1. above, the Company will implement a shareconsolidation pursuant to which two (2) shares will be consolidated into one (1) share inorder to bring the Company’s unit trading price to a level considered to be desirable by the
securities exchanges (at least 50,000 yen and less than 500,000 yen), as well as to adjust thetrading unit to an appropriate level taking into consideration mid- and long-term stock pricefluctuations.

The Company will also reduce the total number of shares authorized to beissued from 500 million shares to 250 million shares based on the ratio of the shareconsolidation.
(2)

Details of consolidation(i)

Class of shares to be consolidated:
Common shares(ii)

Consolidation ratio:
On October 1, 2017, shares held by the shareholders recorded in the latest
shareholders’ registry as of September 30, 2017 (which is, in effect, that of September
29, 2017) will be consolidated at the ratio of one (1) share for two (2) shares.

(iii)

Number of shares reduced by consolidation:
Total number of outstanding shares before theconsolidation (as of March 31, 2017):
Number of shares reduced by consolidation:
Total number of issued shares after the
consolidation:(Note)(3)

143,378,085 shares
71,689,043 shares
71,689,042 shares“Number of shares reduced by consolidation” is a theoretical value
calculated by multiplying the total number of issued shares before theconsolidation by the consolidation ratio.

Number of shareholders reduced by consolidation
The shareholder composition based on the shareholders’ registry as of March 31, 2017 is asfollows:
Number of shares held:
Total number ofshareholders
Number of shareholders
holding fewer than 2

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Number of shareholders(percentage of total):

Total number of shares(percentage of total):

14,230 (100.0%)

143,378,085 shares (100.0%)

161 (1.1%)

161 shares (0.0%)

[Translation]
sharesNumber of shareholders
holding 2 shares or more

14,069 (98.9%)

143,377,924 shares (100.0%)

If the share consolidation is carried out based on the foregoing assumption regarding
shareholder composition, 161 shareholders who hold fewer than two (2) shares (the total
number of shares held by such shareholders being 161 shares) will lose their status asshareholders.
(4)

Treatment of fractional shares (if any)
If any fractional share arises as a result of the share consolidation, the Company will sell all
such fractional shares at once and distribute the proceeds from such sale to each of theshareholders having fractional share(s) in proportion to the number of fractional share(s) heldby each of such shareholders, pursuant to the provisions of the Companies Act.

(5)

Conditions to consolidation
The share consolidation shall become effective upon the approval and adoption of the
proposal regarding the share consolidation at the Ordinary Shareholders Meeting.

3.

Partial Amendment to Articles of Incorporation(1)

Purpose of amendment
The provisions of Article 7 (Number of Shares Constituting One Unit) of the Articles ofIncorporation of the Company shall be amended in order to change the number of shares in
one unit of shares from 1,000 shares to 100 shares as mentioned in “1. (1) Reason forchange” above, and the provisions of Article 6 (Total Number of Authorized Shares) shall bealso amended to allow the share consolidation to be implemented as set out in “2. (1) Purposeof consolidation” above and to reduce the total number of shares authorized to be issued
based on the consolidation ratio.

(2)

Details of amendment
The contents of the amendment shall be as follows:(Parts to be amended are underlined.)
Current Provision

Proposed Amendment

CHAPTER II. SHARESCHAPTER II. SHARESArticle 6.
SharesTotal Number of Authorized

The total number of shares authorized to
be issued by the Company shall be five
hundred million (500,000,000) shares.

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Article 6.
SharesTotal Number of Authorized

The total number of shares authorized to
be issued by the Company shall be two
hundred fifty million (250,000,000) shares.

[Translation](3)

Article 7. Number of Shares Constituting
One Unit

Article 7. Number of Shares Constituting
One Unit

The number of shares of the Company
constituting one unit shall be one thousand(1,000) shares.

The number of shares of the Company
constituting one unit shall be one hundred(100) shares.

Conditions to amendment
The foregoing amendment to the Articles of Incorporation shall become effective upon theapproval and adoption of the proposal set out in “2. Share Consolidation” above at theOrdinary Shareholders Meeting.

4.

Summary Schedule
Date of resolution of the Board of Directors:

May 10, 2017

Date of the Ordinary Shareholders Meeting:June 29, 2017 (scheduled)

Effective date of the change of the number ofshares in one unit of shares:

October 1, 2017 (scheduled)

Effective date of the share consolidation:

October 1, 2017 (scheduled)

Effective date of the amendment to
the Articles of Incorporation:

October 1, 2017 (scheduled)

Although the effective date of the change of the number of shares in one unit of shares and the shareconsolidation is scheduled to be October 1, 2017 as mentioned above, the trading unit at the Tokyo
Stock Exchange will be changed from 1,000 shares to 100 shares on September 27, 2017 because of
the book-entry procedures following the trades of shares.
End

Accompanying Material:
Reference material: Q&A regarding the Change of the Number of Shares in One Unit of Shares and the Share
Consolidation

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[Translation]

Reference material: Q&A Regarding Change of Number of Shares in One Unit of Shares andShare Consolidation
Q1. What does a change of the number of shares in one unit of shares mean?
A1.

A change of the number of shares in one unit of shares means a change of the number of sharesthat constitutes a unit of voting rights to be exercised at a general meeting of shareholders and thenumber of shares that constitute a trading unit on securities exchanges. The Company willchange the number of shares in one unit of shares from 1,000 shares to 100 shares.

Q2. What is a share consolidation?
A2.

A share consolidation means consolidating a number of shares to reduce the total number ofshares. The Company will consolidate two (2) shares into one (1) share.

Q3. What is the purpose of the change of the number of shares in one unit of shares and the shareconsolidation?
A3.

For the greater convenience of investors and other market participants, all Japanese securities
exchanges have announced and are promoting an “Action Plan for Consolidating Trading Units”,
under which trading units of common stock of all domestically listed companies are to beuniformly set at 100 shares. In light of the intent of this action plan, the Company will change
the number of shares in one unit of shares from 1,000 shares to 100 shares effective as of October
1, 2017. In addition, in order to bring the Company’s unit trading price to a level considered to be
desirable by the securities exchanges (at least 50,000 yen and less than 500,000 yen), as well as toadjust the trading unit to an appropriate level taking into consideration mid- and long-term stock
price fluctuations, the Company will implement a share consolidation under which every two (2)shares will be consolidated into one (1) share.

Q4. The number of shares held by a shareholder will decline after the share consolidation.

Will thishave any impact on its asset value?
A4.

The Company’s assets and capital will remain unchanged after the share consolidation. Thismeans, in the absence of fluctuation in our business performance and other factors, there will be
no change to the asset value of shareholders’ shares due to the share consolidation. That is
because the net asset amount per share will be doubled, while the number of shares held by eachshareholder will be halved, as a result of the share consolidation.

Also, in theory, the stock pricewill double after the share consolidation.
Q5. Is there any impact on dividends to be received by shareholders?
A5.

Although the number of shares held by each shareholder will be reduced by half as a result of theshare consolidation, the Company will determine the amount of dividend per share taking into

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[Translation]account the consolidation ratio (i.e., consolidation of two (2) into (1) share) after the effective dateof the share consolidation. Thus, in the absence of fluctuation in our business performance orother factors, the total amount of dividend payable to each shareholder will not be affected by theshare consolidation. Please note that no dividend will be paid on any fractional share (which does
not constitute one (1) share) resulting from the share consolidation.
Q6. Is there any impact on shareholder benefits?
A6.

The Company provides those shareholders who hold a certain number of shares of the Company asof the end of March and September of each year with a gift voucher (“Wacoal Essence Check”), in
proportion to the number of shares held by each shareholder. At present, the Company provides
this benefit to each shareholder holding1,000 shares or more and each shareholder holding 3,000
shares or more, as follows. After the change of the number of shares in one unit of shares and theshare consolidation, the Company plans to change the thresholds to receive the benefit to 500 sharesand 1,500 shares, respectively.

Number of Shares Held
At present

Proposed change

Wacoal Essence Check
At present

Proposed change

1,000 shares ormore

500 shares or
more

Twice a year; worth
3,000 yen each time

Twice a year; worth
3,000 yen each time

3,000 shares or
more

1,500 shares or
more

Twice a year; worth
5,000 yen each time

Twice a year; worth
5,000 yen worth eachtime

In addition, the Company currently offers preferential treatment to certain shareholders in the formof mail order discounts. At present, the Company delivers, upon request, mail order catalogs eachseason to those shareholders who hold 1,000 shares or more and such shareholders may purchase all
products advertised in such catalogs at a 20% discount.

The Company plans to change theminimum shareholding threshold to receive this discount to 100 shares. Also, the Company plansto set a new limit for the annual purchase amount.
Number of Shares Held
At present

Proposed Change

1,000 share or
more

100 share or more

Mail Order Discount Rate
At present
20% discount on eachpurchase

Proposed Change
20% discount on eachpurchase

Q7. How will the number of shares and voting rights held by shareholders be affected?
A7.

The number of shares held by each shareholder after the share consolidation will be the number ofshares calculated by multiplying the number of shares recorded in the last shareholders’ registry as

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[Translation]of the end of the day on September 30, 2017 (which is, in effect, that of the day on September 29,2017), by one-half (rounded down to the nearest whole share). The number of voting rights will
be one (1) per 100 shares held after the share consolidation.
Specifically, the number of shares held and number of voting rights before and after the change ofthe number of shares in one unit of shares and the share consolidation shall be as follows:

Before Effective Date

After Effective Date

Number ofshares held

Number of
votingrightsNumber ofshares held

Number of
votingrightsFractional
sharesExample (1)

2,000

2

1,000

10

None

Example (2)

1,635

1

817

8

0.5

Example (3)

1,000

1

500

5

None

Example (4)

797

0

398

3

0.5

Example (5)

199

0

99

0

0.5

Example (6)

1

0

0

0

0.5

-

In Examples (1) and (3), the shareholder is not required to take any special procedures.

-With respect to fractional shares in Examples (2), (4) and (5) (i.e., 17 shares in Example (2), 98
shares in example (4) and 99 shares in Example (5)), the shareholder may, at its option, use theprocedures for the “sale of shares less than one unit” or “purchase of additional shares” inorder not to be forced to dispose of fractional shares. For details of the relevant procedures,
please inquire your broker. In the case of a shareholder who does not have any account withbroker, please inquire with the Company’s shareholder register agent set forth at the end of thisdocument.

-

With respect to the fractional shares in Example (2), (4), (5) and (6), the Company will sell all
such fractional shares at once and distribute the proceeds from such sale to the shareholders
holding fractional shares, in proportion to the number of shares held by each such shareholder.

-

In Example (6), as the shareholder ceases to hold shares after the share consolidation, suchshareholder will lose its status as a shareholder.

-

In the case of a shareholder who has opened accounts with two or more brokers, the shareconsolidation procedures will, in principle, be implemented with respect to any outstanding
Company shares registered in the transfer account book of each broker. Please inquire withyour relevant brokers for details.

Q8. Are there any procedures to be taken by shareholders?

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[Translation]

A8.

No special procedures are necessary.

Q9. What is the specific schedule going forward?
A9.

The planned schedule shall be as follows:
Date of resolution of the Board of Directors:

May 10, 2017

Date of the Ordinary Shareholders Meeting:June 29, 2017 (scheduled)

Last day of trading of units constituting 1,000 shares:

September 26, 2017 (scheduled)First day of trading of units constituting 100 shares:

September 27, 2017 (scheduled)

Effective date of the change of the number ofshares in one unit of shares and the share consolidation: October 1, 2017 (scheduled)
Date of notice of share consolidation allotment toshareholders:Late October 2017 (scheduled)Payment of proceeds from sale of fractional shares:

Early December 2017 (scheduled)* Shareholder Register Agent (Contact for Inquiries)
6-3, Fushimimachi 3-chome, Chuo-ku, Osaka 541-8502
Osaka Securities Agency Division
Mitsubishi UFJ Trust and Banking Corporation
Tel:

0120-094-777 (toll free)

Office hours: From 9:00 am to 5:00 pm (excluding Saturdays, Sundays and National holidays)

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