CORPORATE GOVERNANCE

WACOAL HOLDINGS CORP.

Last Updated: on March 31, 2023

Wacoal Holdings Corp.
Hironobu Yasuhara, Representative Director, President and CEO
Contact: +81(075)682-1010
Securities Code: 3591
https://www.wacoalholdings.jp/en/
Overview of the corporate governance at Wacoal Holdings Corp. (the “Company”) .

I. Basic Concepts, Capital Structure, Corporate Attributes and other Basic Information on Corporate
Governance
1. Basic Concepts(1) Management Philosophy of Wacoal Group・Our group has been operating innerwear business and other businesses primarily in Japan, the United States, Europe, China and Southeast
Asia with the goal of “contributing to society 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 aroun d the world”, “helping
people realize their individuality, and their inner beauty, rather than uniform extern al beauty”, and “striving to solve various social issues such as
the environment and human rights”.
・In addition, our business activities are built upon “relationships of mutual trust” based on listening to the voice of each and every one of ourcustomers, and by continually transforming our business with humility . This spirit of “mutual trust” is our starting point and has been our founding
principles since our establishment.
・Based on this “Mission” and our “Founding Principles” that we have inherited over our 70-year history, we will strive to enhance our corporate
value by promoting sustainability management that aims to both solve social issues and achieve sustainable growth through our businessactivities, at the same time each of our operat ing companies utilizing its efforts to address complicated and diversified social issues as future
growth opportunities.
: The Group's Management Philosophy is posted on the website along with the founding principles (origin).
https://www.wacoalholdings.jp/en/group/vision/(2) Basic Policy on Corporate GovernanceThe basic policy and purpose of our Group’s corporate governance is to continuously enhance our corporate value by increasing transparency
and ensuring the fairness and independence of our corporate management i n order to build “mutual trust” in relationships with every stakeholder,
including shareholders, customers, e mployees, business partners, and the local community.
: The Company's “Corporate Governance Guidelines”, including this basic concept, is posted on the website.
https://www.wacoalholdings.jp/en/group/governance/【Reasons for Not Implementing Certain Principles of Corporate Governance Code 】
・ This is described based on the code after the revision in June 2021.
・ In addition, the Company implements all principles of the Corporate Governance Code.

【Disclosure Based on Certain Principles of Corporate Governance Code 】

Updated<Principle 1.4. Cross-shareholdings>(1) Policy regarding cross-shareholdings
In order to enhance our medium- to long-term corporate value, we may hold shares of other companies as cross -shareholdings for the purpose ofmaintaining and enhancing our transac tional relationships, building, maintaining and enhancing our cooperative and transactional relationships forbusiness expansion, or maintaining stable financial transactions.
・In order to improve asset efficiency, the Company intends to reduce its cross -shareholdings by over 10 billion yen by the end of March 2025.
(2) Examination regarding cross-shareholdings
・ We will examine whether the purpose of a cross -shareholding is appropriate from a medium- to long-term perspective and whether the benefit
and risks related to such cross-shareholding are appropriate given the capital cost, and will report to the Board o f Directors on a periodic basis.
The Board of Directors will assess whether such shareholding contributes to the enhancement of our medium - to long-term corporate value basedon the outcome of such examination, and will decide on whether to continue the cro ss-shareholding or to dispose of such shares. If our holding of
any shares loses its significance, we will dispose of and reduce as appropriate our holding of such shares after considering the circumstances of
the issuer The Board of Directors will examine the significance on each individual company.
・In the previous Medium-term management plan (April 2019 to March 2022), the Company intended to reduce its cross -shareholdings by 30%(over 20 billion yen). For each individual company, the Board of Directors has examined whether the earnings realized by holding were above theCompany's capital costs or contribute to the increase of the Company's corporate value. As a result of the aforementioned exa mination, withregard to shares whose holding significance has become insufficient, we sold off shares for 37 companies in total worth 19.7 billion yen during theperiod, in line with our initial target.
(3) Criteria for exercising voting rights
・ In voting any of the shares held for cross -shareholding purposes as to any agenda item, we will determine whether or not to vote in favor of suchagenda item after closely examining comprehensively whether the relevant vote would contribute to the enhanc ement of the issuer’s and our
corporate value, while fully respecting the issuer’s management policy. A close due diligence review will be performed in case an issuer releases

losses for certain consecutive periods, its shareholder value is significantly damaged as a result of reorganization, or ther e is a matter of serious
concern regarding the issuer’s corporate governance such as a corporate scandal.
<Principle 1.7 Related party transactions>・ We prescribe guidelines on related party transactions and conduct periodic investigations regarding related parties. Any related party
transactions are subject to the approval of the Board of Directors.
<Supplementary Principle 2.4.1 Ensuring diversity within the company, including promoting the active participation of women (Ensuring diversity inthe recruitment of core human resources, etc.)>(1) Ensuring diversity
・ The Company is pursuing a sound corporate culture and strong management structure by pursuing a mechanism to enhance the motivation ofeach employee, while simultaneously optimizing the quantity and quality of human resources.
・ Based on the Management Philosophy of “Mutual Trust”, we are committed to achieving a workplace environment wh ere each employee canmaximize their abilities by accepting diverse human resources and values and deepening mutual trust. We will review our bu siness portfolio suchas by expanding the variety of career paths and work options, and introducing a new person nel evaluation system. In addition, in organizational
decision making in a rapidly changing market, we will implement human resources measures that can take advantage of the diver sity in our
employees.
<Appointing women to officers>
・ In February 2021, Wacoal Corporation, a specified wholly -owned subsidiary of the Company, received the “Eruboshi Certification” from the
Ministry of Health, Labor and Welfare as one of the best companies for ensuring the active participation of women.
・ Wacoal Corporation is formulating a general business owner action plan based on the Act on Promotion of Women ’s Participation andAdvancement in the Workplace, and aims to increase the ratio of female managers to more than 30% by the end of March, 2025. The actual
ratio of female leaders is now over 60%, adding the number of leaders who serve as store managers in the retail stores of Wac oal Corporation to
the number of female officers above the manager level. In addition, we aim to increase the ratio of lead ers who are women to 70% by March
2025.
・ The Company is focusing on recruiting and developing human resources according to their abilities, regardless of gender. At t he same time, weare promoting more flexible ways of working, while creating a working en vironment that is tailored to the life stages characteristic to women. We
will strive to find people with high leadership aptitude at an early stage, and to provide training opportunities to manageme nt officer candidates.
By supporting the self-sustained growth of employees and promoting the accumulation of business experience, we will continue to foster careerawareness, with the aim of appointing women to officer positions as soon as possible, such as executive and director roles in volved inmanagement decision-making in the future.
・ Please see our website and the “Integrated Report 2021” for more information.
: Action Plan based on the Act on Promotion of Women’s Participation and Advancement in the Workplace.
: ESG Data Collection (Diversity & Inclusion, etc.): Integrated Report 2021 (Strengthening human assets): [Ministry of Health, Labor and Welfare HP] Database of women's participation in each company / “Wacoal Corporation”<Appointing foreigners to officers>
・ As a corporate group operating in countries and regions around the world, we have appointed local personnel as representative s (presidents)
and to important management posts of foreign corporations, including those located in the United States and Europe . In addition, therepresentatives (President) of Philippine Wacoal Corporation and Intimates Online, Inc. (USA) are women.
・ We will continue to promote the recruitment of diverse local personnel, regardless of nationality, and promotions to signific ant management
positions, in order to expand business from a customer perspective and to strengthen our competitive advantage in overseas markets.
<Appointing mid-career employees to officers>
・ Just as our predecessors have built today's corporate groups witho ut ever having to stick to a precedent, we believe that the source ofcompetitiveness is based on the respect for diversity, which breathes new life into the Company and creates new value, while maintaining a
climate that promotes taking on bold challenges . We are also focusing our efforts on mid-career hires.
・ As of the end of March 2022, 17% of all employees for the career track in Wacoal Corporation are mid -carrier hires. In addition, 48% of all
employees in all positions, including hires for the sales position are mid-career hires. The ratio of mid-career employees in managerial positions(above manager level) accounts for 17%.
・ Wacoal plans to continue recruiting mid-career hires to account for about 30% of all new hires for the career track, in cluding management
officer candidates and for supplementing global and DX professional personnel.
(2) Human resource development policy and internal environmental improvement policy aimed at securing diversity, and the stat us of the policies.
・ “Human resources” are the biggest management resource for the Company, which has a unique network of products, from planning anddevelopment of products, to procurement of materials, production, and sales, and has established a value chain. We believe th at achieving an
attractive corporate culture that combines the ease of working with job satisfaction of group employees will lead to our sust ainable growth.
・ “Meet My Career Program”: Wacoal Corporation 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 career development and promoting career selfreliance. In this program, in addition to conventional self-assessment, career interviews, trainin g / self-development, and transfers, the systemproviding opportunities for employees to proactively open up possibilities and their careers, such as job challenges and inte rnal recruitment,internal career challenges, long-term leave, and side-work, is systematically demonstrated. With this, we aim to accelerate the realization ofdiverse career development for people by encouraging employees to actively implement a variety of ways to work, and at the sa me time, by
providing employees with opportunities to acquire new skills, and refine the other skills they had before.
・ “Mentor Program for Women’s Participation”: Wacoal Corporation has introduced a Mentor Program from the fiscal year ending March 2022 ,which backs up achieving the Action Plan based on the Act on Promotion of Women’s Participation and Advancement in the Workplace. The
program provides opportunities for female employees below the management level to discuss career paths and the development of theirabilities with female managers other than their direct superior. Through this process, we are making it easier to form a specific image of abalance between private life, such as child-rearing and nursing care, and business management, in order to improve motivation for careerdevelopment with a view to becoming a manager.
・ “Evolution into a highly productive and resilient organization through improved employee engagement ”: Wacoal Corporation combines theremoval and reorganization of vertical organizational systems divided by each distribution ch annel with the active use of remote work, thepromotion of flexible-time work, and the operation of a location-specific system. We are promoting initiatives that seek to change our awarenessand behavior, such as how we can improve labor productivity. Whil e promoting organizational reform that places an emphasis on performanceand results, we are focusing on creating an organizational culture that recognizes diverse opinions and values and respects i ndividuals asbusiness partners. In addition to promoting the active participation of women, we will continue to develop an internal environment in which each
employee can obtain a fair evaluation and secure employment opportunities that match their motivation and abilities. We will achieve this byacquiring diverse human resources and expanding opportunities for women to play an active role.
: For information on employment for persons with disabilities and the reemployment system, etc., please see our website.
<Principle 2.6. Appropriately managing the retiremen t benefit plan as an asset owner>
・To appropriately manage the contributory defined retirement benefit plan, a Pension Committee composed of the directors, exec utives, anddepartment heads from the Accounting Department, Finance Department, and Personnel a nd Administration Department has been established,with the Director Corporate Officer In charge of Administrative Control of Wacoal Corp. serving as the chairperson, which reviews the asset
management policies and strategic asset allocation. In addition, we perform appropriate management by retaining a management consultant for
additional expertise and knowledge and enhance the expertise of personnel who engage in the management of the corporate pensi on fund.
<Principle 3.1. Enhancing information disclosure>・ The Company has a good understanding that timely and appropriate disclosure of information is the foundation for building tru st with all
stakeholders and is a prerequisite for obtaining a proper evaluation of the Company's corporate value. While fulf illing the requirements ofrelevant laws and regulations, the Company is actively disclosing corporate philosophy, management strategies, management pla ns, the basic
concept on corporate governance, policies and procedures on compensation for directors, et c., and policies and procedures for nominating
candidates for directors in Corporate Governance Reports, including English language responses.
(1) Management Philosophy and Management Plan, etc.
・ Please see “Basic Concepts” in this Report and our website◆Group Philosophy https://www.wacoalholdings.jp/en/group/vision/◆Medium-to Long-Term Management Strategy https://www.wacoalholdings.jp/en/ir/management/plan/(2) Basic Concepts and Basic Policy on Corporate Governance・Please see “1. Basic Concepts” in this Report. The “Corporate Governance Guidelines” have been established and posted on our website.
◆Corporate Governance https://www.wacoalholdings.jp/en/group/governance/(3) Policies and Procedures on Compensation for Senior Management and Directors
・Compensation for executive directors is linked to long -term shareholder interests and is managed and balanced appropriately and fairly toenhance the motivation of such executive directors to maximize the corporate value of the Company.
・ Our compensation system for officers is designed by the “Executive Compensation Advisory Committee,” of which over half the m embers are
independent outside directors, including the chairperson.
・ Independent Outside Directors and Audit & Supervisory Board Members who are independent from business execution receive only the fixed“basic compensation.”・ For more information on the compensation decision policy, refer to the [Informati on on Director’s Compensation] in “1. Matters Concerning
Organization Structure and Operations ” of this Report II.
(4) Policies and Procedures Regarding the Election and Removal of Senior Management and the Nomination of Candidates for Directors andAudit & Supervisory Board Members
・ The Company has prescribed the “Criteria for the Election of Officers” as described in [Information on Independent Officers] in “1. Matters
Concerning Organization Structure and Operations” of this Report II. The Board of Directors appoints and the Execu tive Nomination Advisory
Committee nominates a candidate for Director based on fair and strict deliberations. The Board of Directors appoints a candid ate for Audit &Supervisory Board Member with the consent of the Audit & Supervisory Board.
・ Afterward, a list of candidates will be submitted as an agenda for the General Meeting of Shareholders. In addition, a matrix is created that lists
the knowledge, experience and expertise of each Director and Audit & Supervisory Board Member.

(5) Explanation of individual appointments/removals and nominations when the Board of Directors conducts appointments/removal s andnominations of Senior Management, etc.
・ When the Board of Directors has resolved an appointment/removal of Senior Management, it is promptly disclosed as a press rel ease.
・ The reasons for the individual appointment/removal and nomination of Directors and Audit & Supervisory Board Member can didates are also
described in the reference document of the Ordinary General Meeting of Shareholders ’ Convocation Notice of the Ordinary General Meeting of
Shareholders.
: Convocation Notice of the Ordinary General Meeting of Shareholders is posted on th e Company's website.
https://www.wacoalholdings.jp/ir/general_meeting/<Supplementary Principle 3.1.3 Enhancing information disclosure (Initiatives to sustainability, etc.)>(1) The Company’s initiatives towards sustainability
・ The Company believes that sound corporate activities need to be carried out in response to the needs and expectations of soci ety and thatsustainable growth will be possible only if there is a relationship that is trusted by society. To conduct our busin ess activities, we procure avariety of resources from society, including land, energy, human resources, and many raw materials. If we don't have a relati onship of trust withsociety, we cannot procure the necessary management resources. From now on, we will continue to engage in business activities withconsideration and contributions to society in which the market exists.
・In April 2022, we have established the “Sustainability Committee”, for which our Representative Director, President and CEO acts as head incharge of the committee acts as chairman, to promote sustainable management, a management approach that balances “so lving social issues”
on one hand and “corporate growth” on the other hand through our business activities. The Sustainability Committee regularly meets on thesame day as the Board of Directors, and formulates concrete measures to address climate change is sues, monitors progress, and evaluatesachievements. The Board of Directors receives reports from the Sustainability Committee and gives instructions regarding the Group's policies
and initiatives to respond to environmental issues.
: System for promoting Sustainability are posted on our website. https://www.wacoalholdings.jp/en/sustainability/system/
・ “Basic Policies for CSR Activities”: The basic social responsibility that the Company must fulfill is to create products that are loved, develop
new products that are required by the times, and to conduct business with dignity while working towards a gre at future. We are deploying

business activities with dignity and are committed to “sincere manufacturing”, which provides products that customers need, and through this,
we are working on building relationships of trust between customers and society based on our CSR activities.
: Further details are posted on our website. https://www.wacoalholdings.jp/en/sustainability/policy/

1. Climate change / global environment issues
・ The Company believes that protecting the global environment is a corporate responsibility in its global business activities, and is committed toprotecting the global environment in accordance with the spirit of “Mutual Trust”, which aims to create a harmony with society. At the same time,
we believe that climate change, which has a significant impact on the Earth and corporate activities, is a risk to the manage ment of theCompany, but also creates new business opportunities at the same time.
・We have launched a Subcommittee for Carbon Neutral and a Subcommittee for Resource Circulation under the umbrella of the Sustainability
Committee, which was established in April 2022. The former is chaired by the Corporate Officer in charge of the Group Quality Assurance andSustainability Management, and promotes initiatives to reduce the environmental impact of our business activities, such as re ducing greenhousegas emissions. The latter is chaired by the Corporate Officer in charge of the Group Technology and Manufacturin g, and promotes efforts toachieve a recycling-based society.
At the same time, we have set the following four goals for our own environmental initiatives for the year 2030.
i. in-house emissions (Scope 1 & 2) “Zero” [Target: offices in Japan]ii. production disposal “Zero” [Target: Wacoal Corp.]iii. environmentally friendly materials “50%” [Target: Wacoal Corp.]
iv. supply-chain emissions (Scope 3) “20% reduction” [Target: Wacoal Business (domestic)]* For overseas business operations, we will start by understanding our own emissions (Scope 1 & 2) and plan to disclose the targets by the endof March 2025.
・ For more information on Environmental Policy and Targets, please see our website.
https://www.wacoalholdings.jp/en/sustainability/environment/・Response to Climate Change: He Company calculated the greenhouse gas emissions (Scope3) for the entire supply chain of the Wacoal
business (in Japan), and responded to the climate change questionnaire of CDP, an international non -profit organization, including questions onemissions, at the end of July, 2021.
: Further details are posted on our website.
https://www.wacoalholdings.jp/en/sustainability/environment/activities/
・Promote consumer- and earth-friendly business activities: With growing interests in the environment and sustainability, consumers are
increasingly making demands such as “I want to use good products for a long time” and “I want to use environmentally friendly products”. Ourgroup strives to manufacture products that c onsumers will love for a long time, and at the same time, we promote business activities that takeenvironmental preservation into consideration such as the development of products using organic materials and recycled yarn, based on therecognition that protection the global environment is a corporate responsibility.
: Further details are posted on our website.
https://www.wacoalholdings.jp/en/sustainability/environment/effo rts/

2. Respect for human rights
・The Company has been built on its "founding spirit" of “Mutual Trust Management” and “Management Respecting Humanity”. We are always
deepening our basic understanding of human rights, “the right to live freely”, and “the right to live as human beings”, and practice these ideas
through our corporate activities. The "Wacoal Group Human Rights Policy" was created based on the United Nations "Guiding Pri nciples on
Business and Human Rights" as a guideline for promoting human rights initiatives throughout the Group and fulfilling that responsibility.
https://www.wacoalholdings.jp/en/sustainability/rights/· We have launched a Human Rights and Diversity & Inclusion Subcommittee under the umbrella of the Sustainability Committee, wh ich wasestablished in April 2022. Chaired by the Corporate Officer in charge of the Group HR, it provi des recommendations and advice on
implementing human rights due diligence and educational activities related to the protection of human rights in order to ensu re that the
obligations of respecting human rights under the Human Rights Policy are fulfilled an d the duties are properly carried out.
· The Company believes that the appropriate use and protection of personal information is an even more important social respons ibility andestablished the Subcommittee for Information Security in April 2022 under the umbrella of the Corporate Ethics and Risk Management
Committee. The subcommittee is chaired by the Director, Vice President, Executive Officer, and CFO, and promotes the followin g initiatives
reliably.
(Establishment of the Information Security Measures Or ganization, and formulation of the Personal Information Protection Policy and related
provisions, implementation of education for employees, maintenance of systems to check the status of the operation of persona l informationand systems to respond to inquiries from customers in person, and making requests to customers, suppliers, and business consignees who
handle personal information to protect information, with the same level of care that the Company takes.)
・ For more information on the basic concept of human rights, please see here. https://www.wacoalholdings.jp/en/sustainability/rights/
・ "CSR Procurement Guidelines": In response to the expectations of society, the Company believes that CSR procurement with manu facturingcontractors based on the concept of mutual trust and collaboration will maximize th e common interests of manufacturing contractors and theCompany, and this will contribute to the sustained growth of both sides. We are making an effort to actively engage in these activities. In
addition, as the Group's common procurement policy, we set f orth in the CSR Procurement Guidelines the promotion of transactions based ontrust and collaboration with manufacturing contractors that emphasize consideration for social requirements including human r ights, labor
practices, the environment, and ethics.

: Further details are posted on our website.
https://www.wacoalholdings.jp/en/sustainability/csr/
3. Considerations for employees' health and work envir onment, and fair and appropriate treatment
・The Company believes that “human resources” are the biggest management resource for the Group, which has a unique network of products,from planning and development to procurement of materials, production and sal es, and has established a value chain. We believe that achieving
an attractive corporate culture that can combine the ease of working with job satisfaction of group employees will lead to ou r sustainable growth.
・ Diverse employees are working in the Compa ny. This includes both men and women, people with disabilities and lifestyles with time -limited
restrictions such as childcare and nursing care, and people of different ages, nationalities, races. We have positio ned “diversity and inclusion” as
the basis of our human resource strategy to achieve new value creation by making the most of each individual's personality and maximizin geach individual's ability. We are promoting “human resource development”, “work / rest style reform”, “health management”, an d other activities.
・ Wacoal Corporation, a specified wholly -owned subsidiary, places employees' well-being as an important management foundation forsustainable growth, and has formulated the Wacoal GENKI Plan 2025, and is strategically promoting “health management”. In this plan, we set
goals to incorporate new initiatives, such as the creation of an environment in which employees voluntarily work to improve t heir health, and thestrengthening of efforts to address women's unique health issues. We then connec t the results to improve employee engagement andorganizational intelligence.
・Important initiatives that make use of the individuality of human resources are posted on our website. These include promotin g participation of
women, work / rest style reform, human resource management (development), and health management.
https://www.wacoalholdings.jp/en/sustainability/resource/

4. Fair and proper transactions with business partners
・Under the group policy regarding compliance formulated by the “Corporate Ethics and Risk Management Committee”, the Company has
established its own “Wacoal Code of Ethics” and “Corporate Ethics: Wacoal’s Code of Conduct” in order for officers and employees to comply
with laws, regulations, and Articles of Incorporation, and to conduct business based on sound social norms, building a promot ion system
regarding compliance・ The “Corporate Ethics: Wacoal’s Code of Conduct” clearly states “focus on management with business integrity and pride”. The following
code of conduct is provided with regard to the things to be aware of and the laws / rules of everyday business activiti es, especially in the context
of manufacturing and sales activities.
(We shall place the highest priority on quality and value the “Wacoal” brand. We shall plan, research, develop, and manufactu re and sell safe
products. We shall comply with the Antimonopoly Act. We shall comply with the competition rules in the market. We shall respect customers andsuppliers and select with fairness. We shall not conduct speculative transactions. We shall resolutely reject the requests of anti-social individuals
and groups.)
・ Further details are posted on our webs ite. https://www.wacoalholdings.jp/en/sustainability/risk_management/fair_trade/

5. Crisis management for natural disasters, etc.
・In the Company, the “Corporate Ethics and Risk Management Committee ” has stipulated the “Basic Provision for Risk Management” with theapproval of the Board of Directors. Based on these provisions, we have clarified the responsibility system for each risk category, and haveestablished a risk management system that exhaustively and comprehensively manages risk across the Group.
· The Company has also established the “Subcommittee for BCP and Disaster Control Measures” as a subordinate organization of th e “Corporate
Ethics and Risk Management Committee” chaired by the Corporate Officer in charge of the Group HR. Under the assumptio n of accidents anddamage caused by natural disasters, the organization formulates policies for preventing and responding to emergencies, and th e continuation ofwork, and implements monitoring for crime and misconduct.
・ For more information, including th e risk management system, please see our website.
https://www.wacoalholdings.jp/en/sustainability/risk_management/(2) Investment in human capital and intellectual property
・ The Company is pursuing a sound corporate culture and strong management structure by pursuing a mechanism to enhance the moti vation ofeach employee, while simultaneously optimizing the quantity and quality of human resou rces.
・ In April, 2019, Wacoal Corporation began operating a new human resource development system called “WACOAL TERAKOYA”, with the aimof fostering a culture of human development and independent innovative human resources that can embody our management philosophy. In
order to support employees' voluntary career development and continuous learning, the new system has expanded training other than stratified
training and increased opportunities to participate on a voluntary basis.
・ Promoting investments in CX and DX strategies for business growth, and the strategic implementation of health investment and personnel
planning management through the Wacoal GENKI Plan 2025 promotes better employee engagement as well as quantitative and qualitative
staffing. We are trying to become an organization that is highly cost-competitive, productive, and resilient.
・ Please see our “Integrated Report 2021” for information on personnel planning management and human resource development programs(excerpt). https://www.wacoalholdings.jp/en/ir/library/ar/
・ The Company aims to be one of the world's leading companies, with a wealth of knowledge by accumulating data o n “women's bodies (size)
and minds”. In addition to the start and development of a new customer -driven customer service called “3D smart & try”, which has evolved theCompany’s original know -how on body measurements, research, and customer service that it has cultivated so far through digital technology, theCompany has been recognized for its commitment to take on new challenges to expand its business areas through collaboration w ith a broad
range of fields using the service. The Company was selected for the “Noteworthy DX Companies 2022” by the Ministry of Economy, Trade andIndustry and the Tokyo Stock Exchange. (for the second year in a row.)

・ Of investments of 9.7 billion yen implemented in the fiscal year ended March 31, 2022, intangible investments w as 3.1 billion yen. These
intangible investments do not include human resources or R&D investments, or investments in new business areas. (We d o not disclose
investments that are limited to intellectual property.)(3) Impact of climate change risk and profit opportunities on our business activities and profits
・ We believes that climate change, which has a significant impact on the global and corporate activities, is a risk to the mana gement of theGroup, but also creates new business opportunities at the same time. We believe that initiatives to solve and improve environmental issues willlead to the sound development of a company and a sustainable society. Under this awareness, in September 2021, we expressed o ur support
for the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD). The status of initiatives in the four items of"Governance," "Strategy," "Risk Management," and "Indicators and goals", based on TCFD recommendations, is posted on our webs ite.
https://www.wacoalholdings.jp/en/sustainability/environment/activities/<Supplementary Principle 4.1.1 Roles and Responsibilities of the Board of Directors (1) (Scope of Delegation to Management) >・ The Board of Directors considers medium- and long-term management strategy and social challenges in addition to matters stipulated by laws,
ordinances or our Articles of Incorporation. We are formulating basic policies on sustainability issues, and are su pervising the allocation ofmanagement resources and the implementation of business portfolio strategies to contribute to sustainable growth.
・ Matters to be considered are specifically prescribed in the “ Regulations of the Board of Directors.”
・ Under the medium- to long-term management strategy established by the Board of Directors, we are formulating the Group's management
strategy and are examining any material business problems in the “Group Management Meeting”. Furthermore, we are sharing any problems andconfirming the progress of our quarterly performance at the “Group Strategy Committee” and the “Quarterly Business Results Re view Committee”.
By implementing the foregoing system, we seek to make the Board of Directors effective in its supervisory f unction and to accelerate the executionof our business.
<Principle 4.9 Evaluation Criteria for Independence and Quality of Outside Directors >・ The Company has prescribed the “Criteria for Quality of Officers” as described in [Information on Independent Officers] in “1. Matters
Concerning Organization Structure and Operations ” of this Report II.

<Supplementary Principle 4.10.1. Utilization of voluntary mechanisms (Establishment of independent Nomination Committee / Rem uneration
Committee, etc.)>
・ Currently, the Board of Directors of the Company consists of seven members, three of which are Independent Outside Directors.
・We have established the “Executive Nomination Advisory Committee” and “Executive Compensation Advisory Committee”, which are eachchaired by an Independent Outside Director. These Committees discuss and provide recommendations to the Board of Directors on evaluation,
election, dismissal, and promotion of Directors, as well as performance evaluation and matters related to compensati on. The former arecomposed of three (3) Outside Directors and two (2) Internal Directors. As a general rule, the Committee Meeting shall be hel d on the day of themeeting of the Board of Directors in July, November and January. The latter are composed of three (3) :Outside Directors, one (1) Internal Director
and one (1) other person. As a general rule, the Committee Meeting shall be held on the day of the meeting of the Board of Di rectors in April, Julyand February. Both Committees have a high degree of transparency and fairness with the majority of the members being Outside Directors. In
addition, such Committees are operated with a high degree of transparency and fairness pursuant to resolutions approved unani mously with all
members in attendance.
・ In the appointment of candidates for Directors, the “Executive Nomination Advisory Committee” will examine a matrix listing the knowledge andexperience that the Company seeks from its Directors and the expertise required in relation to its management st rategy, and will provide
appropriate involvement and advice.
<Supplementary Principle 4.11.1. Prerequisites for ensuring the effectiveness of the Board of Directors and the Audit & Super visory Board (Policy
and procedures for the election of Directors, etc.) >・ In the “Criteria for the Election of Officers”, the qualities, knowledge, experience, and expertise necessary for the Directors, and the policies toensure diversity in terms of gender, internationality, job history, age, etc. are stipulated. With rega rd to the content of “Criteria for Election of
Officers”, see [Information on Independent Officers] in “1. Matters Concerning Organization Structure and Operations” of II i n this Report.
・ Candidates for Directors will be determined by the Board of Directo rs based on a fair and strict examination of the “Executive Nomination ofAdvisory Committee”. Based on our management strategy, we determine candidates considering a balance. In addition , a matrix is created thatlists the knowledge, experience and expertise of each Director.
・ The Company stipulates a maximum of eight (8) Directors in its Articles of Incorporation. In accordance with the number of Di rectors specified,
the Board of Directors is composed of the appropriate number of Directors who can perfor m the functions of the Board of Directors mosteffectively and efficiently, taking into account the portfolio and size of the business, etc. (currently, there are seven (7) Directors). Currently, there
are three (3) Independent Outside Directors, two (2) o f them have management experience at other companies, and one (1) is a woman.
: The skill matrix of the Directors are posted on our website. https://www.wacoalholdings.jp/en/group/governance/system/<Supplementary Principle 4.11.2 Prerequisites for ensuring the effectiveness of the Board of Directors and the Audit & Supervisory Board(Concurrently serving as Directors and Audit & Supervisory Board Members) >・ In the “Criteria for the Election of Officers”, the number of Outside Directors and Outside Audit & Supervisory Board Members in the listedcompany officers concurrently serving as executive off icers, excluding the Company, is stipulated to be less than four (4).
・ The situation regarding important concurrent positions, such as Directors and other listed company officers, is described in the reference
document of the General Meeting of Shareholde rs in the notice for the convening of the Ordinary General Meeting of Shareholders.
https://www.wacoalholdings.jp/ir/public_item/soukai/files/soukai_notice22060 3.pdf<Supplementary Principle 4.11.3 Prerequisites for ensuring the effectiveness of the Board of Directors and the Audit & Supervisory Board ＞
The Company's Board of Directors makes the best decisions based on fair judgment upon entrustment by its shareholders, and at the same time,
aims to maximize corporate value by exerting its supervisory function in the execution of its business. With the aim of discu ssing the current
situation evaluation and issues to further improve these roles, we evaluate the effectiveness of the entire Board of Directors every year, andcontinuously strive to improve the function and effectiveness of the Board. We are working on improvement measures for issues extracted fromthe evaluation, and during the evaluation of the Board of Directors in the next fiscal year, we evaluate the current situation and confirm theprogress of improvement from the previous fiscal year.
<Evaluation process>1.
The fiscal year ended March 2022
To further improve the effectiveness of the Board of Directors in terms of "enhancing trust among stakeholders (creating soci al value)" and"improving organizational performance (improving corporate value)", we have changed our analysis and evaluation meth ods to questionnairebased ones using a third-party organization (cooperating in questionnaire preparation, analysis, comparison of other companies, issue extraction,
and action plans). We have conducted a questionnaire for all directors and corporate audi tors, analyzed the contents of the responses, andcompiled improvement plans. The contents of the plans were explained at the Independent Outside Officers Meeting and reported at the Board of
Directors.
The questionnaire's major evaluation items are:(1) Roles and responsibilities of the Board of Directors;(2) Composition of the Board of Directors;(3) Quality of discussions (agenda, contents of materials, etc.);(4) Constructive dialogs with stakeholders.
2.
The fiscal year ending March 2023
We conducted interviews based on the results of the questionnaire conducted last year, and interviewed the independent outside directors
regarding evaluating the board of directors' effectiveness. Through these measures, we identified the issues and summarized t he proposed
improvements, then reported them to the board of directors.
We analyze and evaluate the situation once every two years using a questionnaire run by a third -party organization. The following year, we focus
on making improvements regarding the issues identified via the questionnaire, and also evaluate the situation based on interviews with theindependent outside directors.
<Summary of Evaluation Results>
1.Status of initiatives to address the issues pointed out in the evaluation of effectiveness for the fiscal year ending March 202 2.Results of tallying
the questionnaire responses confirmed that the overall average was above the baseline point, and that the Board of Directors of the Company
was functioning properly and effective in general.
(Findings)(1) Regarding the selection of agenda items, the enhancement of the process of reviewing medium - to long-term strategies, and ex post facto
reports on resolution matters, etc.
(2) It is necessary to further deepen the common understanding of the expected roles of outside directors(3) Clarification of the role of the Nomination of Directors Advisory Committee and improvement of transparency in the review process for
successors and appointment/dismissal(4) Expanding store visits and contact points with employees, and enhancing input to outside officers such as training.
(Initiatives)(1) In addition to expanding the scope of delegating executive decision -making in order to make the board of directors more efficient, we
increased the time for checking the progress of medium-to-long-term plans and investment projects, understanding group companies' businesssituations, and sharing promotion measures. We also aimed to improve the operational efficiency by striving to provide meetin g materials at an
early stage, and by sharing beforehand the details on what was discussed in group management meetings.
(2) We organized the information regarding the skills outside directors require and reviewed the skills matrix accordingly, a lso taking into accountthe priority strategies for the new medium-term management plan that started in April 2022. We also proceeded with clarifying the roles expectedof them, and with having them participate in meetings and projects related to their own individual skills in order for them to make effective use ofthem.
(3) We clarified the roles of the nomination advisory committee and the remuneration advisory committee by reviewing the rule s and operationalguidelines for them. We also aimed to improve transparency by sharing the sch edules and items to be considered for the relevant fiscal year at
the beginning of it, and reporting on the progress to the board of directors every six months.
(4) We conducted observational visits to stores and offices in order to deepen understanding of the business and update the required knowledge.
In addition, the members of the board of directors had periodic lunch meetings (with anti -infection measures in place) in order to increase
communication and deepen mutual understanding among them.
2. Results of the effectiveness evaluation, the matters pointed out and action plans for the fiscal year ending March 202 3.
(Findings)(1) Increase the time for deliberating on medium -to-long-term issues and other matters not related to executive decision-making, and improve theway things are run so as to encourage more active discussions that make good use of outside directors' knowledge.
(2) Further improve the quality of deliberations through on -site observational visits aimed at creating oppor tunities to communicate with employees
and understanding the current situation regarding the business and risks.
(Action plans)
In order to further strengthen the board of directors' supervisory and advisory functions and further utilize the outside dir ectors' knowledge, we willcontinuously implement the following.
(1) We will further increase the number of agenda items related to matters other than executive decision -making, including deliberating on
medium-to-long-term issues and reporting and sharing information on important brand-related and promotion strategies.
(2) We will provide opportunities for communicating with corporate officers and department managers as well as with the direc tors. We will
systematically provide opportunities to visit stores, factories, offices, etc., including overseas bases.
<Supplementary Principle 4.14.2 Training of Directors and Audit & Supervisory Board Members (Policy of training) >・The Company provides training opportunities for our Directors and Audit & Supervisory B oard Members to acquire qualifications that are requiredin fulfilling their roles.
・For our Internal Directors and Audit & Supervisory Board Members, we provide information on qualifications as a manager or auditor, knowledge
regarding the Companies Act and Corporate Governance, compliance and other valuable information on management.
・For our Outside Directors and Outside Audit & Supervisory Board Members, upon their election and periodically thereafter, we provide them
explanations regarding the management strategy and an overview of the business of Wacoal Group and its circumstances, as well as theenvironment of our industry and of Wacoal Group in order to foster a deeper understanding of this environment.
<Principle 5.1 Policy on constructive dialog with Shareholders >・ The Company established the “Policy on constructive dialog with shareholders” and disclosed it on its website as follows.
https://www.wacoalholdings.jp/en/sustainability/talk_with_stockholder/2. Capital Structure
Shareholding ratio by foreign investors

More than or equal to 20%, but less than 30%【Status of Major Shareholders】

Name of Shareholder
The Master Trust Bank of japan, Ltd. (Trust Account)
Custody Bank of Japan, Ltd. (Trust Account)
MUFG Bank Ltd.
Meiji Yasuda Life Insurance Company
The Bank of Kyoto, Ltd.
The Shiga Bank, Ltd.
Nippon Life Insurance Company
Mitsubishi UFJ Trust and Banking Corporation
Asahi Kasei Corporation
Custody Bank of Japan, Ltd. (Re-trust of Sumitomo Mitsui Trust Bank,
Limited; Trust Account for the retirement allowance for Toray Industries,
Inc.)

Controlling Shareholders (excluding
parent company)―――

Parent Company

None

Number of Shares
held by Shareholder(share)8,062,400
4,943,000
3,095,014
3,050,000
2,352,530
1,751,222
1,569,961
1,525,000
1,241,207
1,205,000

Shareholding Ratio (%)
13.12
8.04
5.04
4.96
3.83
2.85
2.55
2.48
2.02
1.96

Supplementary Information
・With regard to the status of major shareholders (above), the current status as of March 31, 2022 is included.
1. The Company is holding 4,130 thousand shares of treasury stock, which are not listed in the above list of major shareholders.
2. The numbers of shares held by The Master Trust Bank of Japan, Ltd. (Trust Account), Custody Bank of Japan, 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 rela ted
to their respective trust services.
3. The substantial shareholding report (the amended report) dated April 13, 2018, filed by Mitsubishi UFJ Financial Group, Inc., and its joint holders,which is publicly available, indicates that the shareholders in 87 the b elow table are holding the respective number of the Company’s shares as of April
9, 2018. However, as we were unable to confirm the actual status of the shareholdings of these shareholders, except for MUFG Bank, Ltd., as of theend of fiscal year 2022, those shareholdings have not been reflected in the above list. In addition, the content of such substantial shareholding report(the amended report) is as follows:
Name of Shareholder
The Bank of Mitsubishi UFJ, Ltd.
Mitsubishi UFJ Trust and Banking Corporation
Mitsubishi UFJ Kokusai Asset Management Co., Ltd.
Total

Number of Shares
held by Shareholder
3,295 thousand shares
3,167 thousand shares
187 thousand shares
6,649 thousand shares

Shareholding
Ratio
4.60%
4.42%
0.26%
9.28%

4. The substantial shareholding report dated July 6, 2021, filed by Nomura Securities Co., Ltd. and its joint holder, which is publi cly available, indicatesthat the shareholders in the below table are holding respective number of the Company’s shares as of June 30, 2021. However, as we were unable toconfirm the actual status of the shareholdings of these shareholders as of the end of March 31, 2022, those shareholdings hav e not been reflected in
the above list. In addition, the content of such substantial shareh olding report is as follows:
Name of Shareholder

Number of Shares heldby Shareholder
110 thousand shares
3,300 thousand shares
3,441 thousand shares

Nomura International PLC
Nomura asset Management Co., Ltd.
Total

3. Corporate Attributes
Stock Exchange Listings and Market DivisionTokyo Stock Exchange, prime

Fiscal Year-End

March

Category of Industry

Textiles & Apparels

Number of Employees as of the Previous
Fiscal Year-End (consolidated basis)

More than or equal to 1,000

Shareholding
Ratio
0.17%
5.08%
5.25%

Sales Amount as of the Previous Fiscal Year End (consolidated basis)

More than or equal to 100 billion yen, but less than 1 trillion yen

Number of Consolidated Subsidiaries as of thePrevious Fiscal Year-End

More than or equal to 50, but less than 100

4. Guidelines for Measures to Protect Minority Shareholders upon Transactions with Controlling Shareholders―――

5. Other Special Circumstances that May Have a Material Impact on Corporate Governance―――II. Overview of Business Management System and Other Corporate Governance Systems related to Managerial
Decision-Making, Execution and Supervision
1. Matters Concerning Organization Structure and Operations
Form of Organization

The Company has adopted an Audit & Supervisory Board system.

【Information on Directors】
Number of Directors prescribed in the Articles
of Incorporation

8 (maximum)

Term of Office for Directors prescribed in the
Articles of Incorporation

1 yearChairman of the Board of Directors

President

Number of Directors

Updated

6

Election of Outside Directors

Yes

Number of Outside Directors

3

Number of Outside Directors designated as
Independent Officer

3

Relationships with the Company (1)NameAttributesab

Relationship with the Company*
c
d
e
f
g
h
I

j
k
Madoka Mayuzumi
Other
Shigeru Saito
From another company
Tsunehiko Iwai
From another company* Type of relationship with the Company* Insert ○ if any the following is/was applicable to the Outside Director either “currently or until recently,” and insert △ if any of the following wasapplicable to the Outside Director in the past
* Insert ● if any of the following is/was applicable to a close relative of the Outside Director either “currently or until recently,” and insert ▲ if any of thefollowing was applicable to a close relative of the Outside Director in the pasta
A person who executes business of the Company or its subsidiariesb
A person who executes business or who is a non-executive director of a parent company of the Companyc
A person who executes business at a n affiliate company of the CompanydA person (or, in case of a legal entity, a person who executes business for that entity) whose major customers include the Companye
A person (or, in case of a legal entity, a person who executes business for that entity) who is a major client of the Companyf
A consultant, accountant or legal advisor who receives a large amount of mon ey or other property other than compensation received as an officer
from the Companyg
A major shareholder of the Company (in case of a legal entity, a person who executes business for that entity)h
A person who executes business at a customer of the Company (which does not fall under d, e and f above)i
A person who executes business at an entity which has an outside officer from the Companyj
A person who executes business at an entity to which the Company makes donationsk
Other
Relationships with the Company (2)Name

Madoka Mayuzumi

Independent
Officer○

Supplementary Information
on Eligibility Requirements

Reasons for the Election

Visiting professor at Kitasato
University
Visiting professor at the Department ofJapanese Language and Literature,
Faculty of Humanities and Culture,
Showa Women’s University
Visiting professor at the Department ofJapanese Language and Literature,
Faculty of Humanities, Kyoto
Tachibana University
Board of Trustees Member of East
Japan Railway Culture Foundation

Although she has never been directly
involved in company management otherthan serving as an outside director in thepast, she plays an active role in the field ofarts and culture in Japan and overseas, andpossesses extensive knowledge, which we
believe will contribute to the management of
the Company in a manner that respects
diversity, including promotion of D&I andhuman resource development for womenand other minorities. She also provides
valuable opinions and advices from her
perspective as a consumer and a woman.
We have elected her as an outside director

in the expectation that she will continue toprovide advice that contributes to theenhancement of corporate value andsupervise the management of the Company.

Shigeru Saito

Tsunehiko Iwai

Representative Director andChairman, and CEO of TOSE CO.,LTD.
Outside Director of SCREEN Holdings
Co., Ltd.

○

Outside Director, Cross Plus Inc.

○

Also, because she meets the eligibility
requirements which the Company prescribes
under “Criteria for Appointment of Outside
Officers (to ensure independence)” andbecause there are no concerns that any
conflict of interest with general shareholders
may arise, we have designated her as anindependent officer.
He is currently the Representative Director
and Chairman of a software development
firm which operates globally and Outside
Director of another company. His extensive
knowledge and insight as a company
manager enable him to contribute to the
management of the Company. Ms. Saito
also has expertise in the IT area and gives
valuable opinions and advice regarding thedigital transformation strategies of theCompany. We have elected him as an
outside director in the expectation that hewill continue to provide advice that
contributes to the enhancement of corporate
value and supervise the management of theCompany.
Also, because she meets the eligibility
requirements which the Company prescribes
under “Criteria for Appointment of Outside
Officers (to ensure independence)” andbecause there are no concerns that any
conflict of interest with general shareholders
may arise, we have designated her as anindependent officer.
He as the Representative Director of acosmetics manufacturer and distributer
which operated globally. Mr. Iwai’s extensive
knowledge and insight as a company
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 Executive
Nomination Advisory Committee and the
Executive Compensation Advisory
Committee. We have elected him as an
outside director in the expectation that hewill continue to provide advice that
contributes to the enhancement of corporate
value and supervise the management of theCompany.
Also, because she meets the eligibility
requirements which the Company prescribes
under “Criteria for Appointment of Outside
Officers (to ensure independence)” andbecause there are no concerns that any
conflict of interest with general shareholders
may arise, we have designated her as anindependent officer.

Existence of Voluntary Advisory Committee
equivalent to Nomination Committee orRemuneration Committee

Yes

Status, Members and Attributes of Chairperson of the Voluntary Advisory Committee(s)Name ofCommittee

Number ofMembers

Number of
Full-timeMembers

Number ofInternal
Directors

Number of
OutsideDirectors

Number of
OutsideExperts

Committee
Chair(Chairperson)

Voluntary Advisory
Committee equivalent toNomination Committee

Executive
Nomination
Advisory
Committee

5

0

2

3

0

0

OutsideDirector

Voluntary Advisory
Committee equivalent toRemuneration Committee

Executive
Compensat
ion
Advisory
Committee

5

0

1

3

0

1

OutsideDirector

Other

Supplementary Information
・We have established the “Executive Nomination Advisory Committee” and “Executive Compensation Advisory Committee”, which are each chaired by
an Independent Outside Director Mr. Tsunehiko Iwai. These Committees discuss and provide recommendations to the Bo ard of Directors on
evaluation, election, dismissal, and promotion of Directors, as well as performance evaluation and matters related to compens ation.
・ As a general rule, the former shall be held on the day of the meeting of the Board of Directors in Jul y, November, and January, and the latter shall beheld on the day of the meeting of the Board of Directors in April, July, and February.
・ Both Committees have a high degree of transparency and fairness with the majority of the members being Outside Direct ors. In addition, such
Committees are operated with a high degree of transparency and fairness pursuant to resolutions approved unanimous ly with all members inattendance.
・ In the appointment of candidates for Directors, the “Executive Nomination Advisory Committee” will examine a matrix listing the knowledge andexperience that the Company seeks from its Directors and the expertise required in relation to its management st rategy, and will provide appropriate
involvement and advice.

【Information on Audit & Supervisory Board Members】
Establishment of an Audit & Supervisory
Board

Yes

Number of Audit & Supervisory Board
Members prescribed in the Articles ofIncorporation

5

Number of Audit & Supervisory Board
Members

5

Status of Cooperation among Audit & Supervisory Board Members, Accounting Auditor and Internal Audit Department
・Our Audit & Supervisory Board Members and Internal Audit Department (audit office) hold regular meetings for reporting and confirmation once amonth. The main purpose of these meetings is to report the discussions held at major meetings attended by our Audit & Supervisory Board Members,
activities conducted by our audit office, and other matters. We have implemented an audit system allowing the sharing of documents and informationnecessary for audits so that audit working papers are mutually exchanged and confirmed by our Audit & Supervisory Board Members and the audit
office and the audit can be performed more efficiently and effectively through cooperation between our Audit & Supervisory Board Members and theaudit office.
・The number of members at our Internal Audit Department (audit office) as of June 29, 2021 was nine (9).
Our Audit & Supervisory Board Members and Accounting Auditor have regular meetings for discussion six times a year. The purpo se of suchdiscussion is mainly to report and confirm the plan and status of the audit and to exchange opinions on the management. Further meetings may beheld from time to time as necessary.
Election of Outside Audit & Supervisory Board
Members

Yes

Number of Outside Audit & Supervisory Board
Members3

Number of Outside Audit & Supervisory Board
Members designated as Independent Officer

3

Relationships with the Company (1)Name
Hiroshi Shirai

Attributes
Certified public accountantabRelationship with the Company*
c
d
e
f
g
h
i
△

j

k

Mitsuhiro Hamamoto
Attorney-at-law
Minoru Shimada
From another company* Type of relationship with the Company* Insert ○ if any of the following is/was applicable to the Outside Audit & Supervisory Board Member either “currently or until recently,” and insert △ if
any of the following was applicable to the Outside Audit & Supervisory Board Member in the past
* Insert ● if any of the following is/was applicable to a close relative of the Outside Audit & Supervisory Board Member either “currently or until
recently,” and insert ▲ if any of the following was applicable to a close relative of the Outside Audit & Supervisory Board Member in the pasta
A person who executes business of the Company or its subsidiariesb
A person who is a non-executive director or accounting advisor of the Company or its subsidiariesc
A person who executes business or who is a non-executive director of a parent company of the CompanydA person who is an audit & supervisory board member of a parent company of the Companye
A person who executes business at a n affiliate company of the Companyf
A person (or, in case of a legal entity, a person who executes business for that entity) whose major customers include the Companyg
A person (or, in case of a legal entity, a person who executes business for that entity) who is a major client of the CompanyhA consultant, accountant or legal advisor who receives a large amount of money or other property other than compensation received as an officer
from the Companyi
A major shareholder of the Company (in case o f a legal entity, a person who executes business for that entity)j
A person who executes business at a customer of the Company (which does not fall under f, g and h above)k
A person who executes business at an entity which has an outside officer from the CompanylA person who executes business at an entity to which the Company makes donationsm
Other

Relationships with the Company (2)Name

Independent
Officer

Supplementary Information on
Eligibility Requirements

Reasons for the Election
As a certified public accountant, he audits
the company with expertise and experiencein accounting and finance, including U.S.
accounting standards. We have appointed
him as an outside corporate auditor in order
to utilize these qualities in our audit sys tem.

Hiroshi Shirai

Mitsuhiro Hamamoto

Minoru Shimada

○

○

○

Certified public accountant and head at
Shirai Certified Public Accountants’
OfficeOutside Audit & Supervisory Board
Member of ALTECO Inc.
Supervisor of University Public
Corporation Osaka

Representative attorney-at-law at
Hamamoto Law OfficeOutside Director of TVE Co., Ltd.
Outside supervisor of Osaka Hyogo
Concrete Industrial Association

Full-time Advisor, SOTSU
CORPORATION

In addition, he has been designated as anindependent officer, because it wasdetermined that he can fulfill the Company's"independence standards for outside
officers" and fully protect the interests ofgeneral shareholders.
From August 2007 to September 2011, he
was affiliated with the Company's audit
corporation, Deloitte Touche Tohmatsu LLC.
However, he was not involved in the audit
business during that time, and it has been
more than 10 years since he left thecompany, so this is not a problem in termsof his independence.
He conducts audits of the Company with his
legal knowledge as a lawyer and his
experience in business legal affairs ingeneral. We have appointed him as an
outside corporate auditor in order to utilize
these qualities in our audit system.
In addition, he has been designated as anindependent officer, because it wasdetermined that he can fulfill the Company's"independence standards for outside
officers" and fully protect the interests ofgeneral shareholders.
He conducts audits of the Company using
his extensive experience at global financial
institutions, including overseas posting, andinsight as a company manager. We haveappointed him as an outside corporate
auditor in order to utilize these qualities in
our audit system.
In addition, he has been designated as anindependent officer, because it wasdetermined that he can fulfill the Company's"independence standards for outside
officers" and fully protect the interests ofgeneral shareholders.
Until June 2010, Mr. Shimada held aposition to execute business at The Bank ofTokyo-Mitsubishi UFJ, Ltd. (current “MUFGBank, Ltd.”), a major shareholder and lenderof the Company. It has been 12 years since
he has retired from said Bank as an
executor and accordingly, there is noconcern with respect to his independence.

【Information on Independent Officers】
Number of Independent Officers

6

Other Matters concerning Independent Officers<Independence of Outside Officers>
・ The Company has clearly stated the “Criteria for the Election of Officers ” and “Criteria for Quality of Officers” and described.
<Criteria for Election of Officers>
・ The Company shall appoint directors and corporate auditors (hereinafter collectively ref erred to as "officers") in accordance with the appointment
and dismissal standards set forth below.

Criteria for Election
1.
A candidate with superior character and knowledge who is mentally and physically healthy;
2.
A candidate who has a law-abiding spirit;
3.
A candidate who has comprehensive experience in business operation, company management, the legal community, administration, accounting,education or culture and art and upon re-election, his/her management performance and contribution to the group management during the term ofoffice shall be considered;4.
One third of the number of Directors shall be Outside Directors, and with respect to Outside Directors and Outside Audit & Supervisory Board
Member (collectively, the “Outside Officers”), a candidate who is not in violation of the “Criteria for Election of Outside Officers (to ensure
independence)” separately prescribed by the Company;
5.
With respect to Outside Officers, a candidate who is not currently holding a position as an officer of 4 or more listed companies; and6.
Candidates whose appointment to the Board of Directors or the Board of Corporate Auditors will contribute to the balance of k nowledge,
experience, and expertise, and ensure diversity in terms of gender, int ernationality, work experience, and age.

1.
2.

Criteria for Removal
If an officer acts against public policy; orIf an officer is neglecting its duties and deemed to be failing to fulfill its duties.

<Criteria for Election of Outside Officers (to ensure independence)>
・The Company believes that Outside Directors and Outside Audit & Supervisory Board Members (collectively, hereinafter referred to as “Outside
Officers”) should have sufficient independence to avoid conflicts o f interest with the general shareholders of the Company. From this perspective, theCompany appoints candidates for Outside Officers who do not fall under any of the following categories:
1.
Has held a position to execute business (Note 1) at the Company an d any of its consolidated subsidiaries (collectively, “Wacoal Group”) in thepast;2.
Is a major shareholder holding the shares of the Company under its own name or another name whose percentage of voting rights is equal to or
higher than 5% (in case such major shareholder is a legal entity or an association such as general partnership (the “Entities”), a candidate whoholds a position to execute business at such Entities);3.
A candidate who:
(1) is a major client of Wacoal Group or who considers Wacoal Group as a major client of the candidate (in case such candidate is an Entity, acandidate who holds a position to execute business at such Entity) (Note 2);(2) is a major lender of Wacoal Group (in case such lender is an Entity, a candidate who holds a position to execute business at such Entity)(Note 3);(3) holds a position to execute business as lead manager of the Company;(4) holds a position to execute business at any Entity in which Wacoal G roup holds shares with a percentage of voting rights equal to or higher
than 5%;
4.
A certified public accountant who works at an audit firm that is the Accounting Auditor of Wacoal Group;
5.
Any legal counsel, accountant, tax accountant, patent attorney, consultant or other expert who receives a large amount (Note 4) of money or otherproperty from Wacoal Group (in case such candidate is an Entity, an expert who works at such Entity);
6.
Anyone who receives a large amount of donations from Wacoal Group (Note 5) (in case such candidate is an Entity, a candidate who holds a
position to execute business at such Entity);7.
A person who executes business at another company which has an outside officer from the Company;
8.
A spouse or second-degree relative of a person who materially falls under any of the items under 1 through 7 above (Note 6);9.
A candidate who used to fall under any of the items under 2 through 8 above during the past three years; and10. A candidate who is deemed to be subject to special circumstances under which a possible conflict of interest with general shareholders of theCompany 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 outside
officer under the Companies Act, may under exceptional circumstances become a candidate for an Outside Officer if the Company deems it
appropriate for such candidate to be appointed as an Outside Officer and if the Company describes its reasons for making such judgement.
End
Note 1: A person holding a position to execute business shall mean an executive director, executive officer and other employe e who is in an equivalent
position.
Note 2: A major client shall mean a supplier or purch aser of Wacoal Group whose average amount of transactions in the last 3 years exceed ed 2% of
the consolidated net sales of Wacoal Group or those of the supplier or purchaser.
Note 3: A major lender shall mean a financial institution or an individual who provides loans to Wacoal Group and whose average amount ofoutstanding loans in the last 3 years exceeded 2% of the consolidated total assets of the Company or those of such lender;
Note 4: A large amount shall mean that the average annual amount of compensation payable for the duties performed by the expert in the last 3 years
exceeded 10,000,000 yen, whether such expert as an individual or the organization that such expert belongs provides services to Wacoal Group.
Note 5: A large amount shall mean that the average annual amount of donation in the last 3 years exceed ed 10,000,000 yen.
Note 6: A significant person shall mean (i) a member or other person who is in an equivalent position in case of a certified public accountant who
belongs to an audit firm or an accounting firm, a partner or other person who is in an equivalent position in case of a lawyer who belongs to a law firm,
and a person who is in an equivalent position in case of another expert who belongs to an Entity, and (ii) an executive director , executive officer,
corporate officer, an employee who is in a position of senior management ( i.e., a general manager or higher level) in case of a person who executes

business at an Entity, and an executive holding a title such as trustee, councilor and auditor, as well as any other person who is objectively andreasonably deemed to have equal significance as any of the above.

【Incentives】
Status of Implementation of Measures toGrant Incentives to Directors

Adoption of a performance-linked compensation system and stock option plan

Supplementary Information
・ The Company adopts “performance-based bonus” that is linked to the business results of each fiscal year, and “share -based stock option incentive”
which is an incentive from a mid-to-long term viewpoint.
(Additionally, at the 73rd Ordinary General Meeting of Shareholders held on June 29, 2021, the Company resolved to abolish the share-based stock
option incentive and introduce a new transfer-restricted stock compensation plan for Directors (excluding Outside Directors). This was done so that
Directors would share the risk of stock price fluctuations with shareholders, while further increasing their motivation to im prove the stock price andcorporate value.)Internal Directors and Directors of Subsidiaries

Eligible Recipients of Stock Options

Supplementary Information· The Company introduced a stock compensation system with transfer restrictions in the fiscal year ending March 2021 (FY202 1). However, stock
options allocated as compensation through the fiscal year ending March 2020 (FY20 20) remain in effect.

【Information on Directors’ Compensation】
Disclosure Status (of compensation for
individual directors)

Individual disclosure (partial information)

Supplementary Information
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 (fiscal year ending March 2022):
Aggregate
Fixedperformance-based
Restricted StockOf the items on theamount ofcompensationcompensation
Compensation
left, non-monetarycompensation(Millions of yen)
(Millions of yen)compensation, etc.
(Millions of yen)
Directors (excluding
Outside Directors)
Audit & Supervisory
Board Members(excluding Outside Audit& Supervisory Board
Members)
Outside Officers

Number of
officers
covered

277

232

－

44

44

five members

39

39

－

－

－

three
members

50

50

－

－

－

six members(Note) As of March 2022, the number of Directors, Audit & Supervisory Board Members and Outside Officers was four (4), two (2) and s ix (6),respectively. The number of Directors and Audit & Supervisory Board Members in the table above includes one (1) Director a nd one (1) Audit &Supervisory Board Member who resigned upon the close of the 73rd Ordinary General Meeting of Shareholders held on June 29, 20 21.
Aggregate amount, etc., of the consolidated remunerations, etc., of the person who receives 100 million yen or more as
remunerations, etc., on a consolidated basis (fiscal year ending March 2022):

Yoshikata Tsukamoto

Aggregate
amount ofcompensation(Millions of yen)
150

Fixed
compensation(Millions of yen)

performance-based
compensation

Restricted Stock
Compensation(Millions of yen)

Of the items on the left, nonmonetary compensation, etc.

129

－

20

20

(Note) Mr. Yoshikata Tsukamoto resigned as a director of the Company at the conclusion of the 74th Annual Meeting of Shareholders held on June 29,
2022
Policy for Determining the Amount or Calculation Method of Compensation

Yes

Details of Disclosure on Policy for Determining the Amount or Calculation Method for Compensation

・The Company has established a policy for determining the details of compensation, etc., for Directors on an individual basis (hereinafter referred to as the“Determination Policy”).
・Our compensation for executives consists of “basic compensation” the amount of which is fixed, “performance-based bonus” that is linked to the businessresults of each fiscal year, and “Share-based stock option incentive” which is an incentive from a mid-to-long term viewpoint.
・Only the “basic compensation” payable in a fixed amount is paid to the Independent Outside Directors and Auditor & Supervisory Board Members , who
are independent from the execution of business.
<Basic compensation>
・The basic compensation is designed to set a single rate for each position in principle and is fixed as a monthly payment. Every year, based on acompensation survey conducted by an external organization, we verify the appropriateness of our compensation levels compared to the range ofcompensation levels of other companies in the same industry or of similar scale, and then set the level of compensation so it is commensurate with theCompany’s performance and size.
・ Concerning the amount of basic compensation for Directors, the Board of Directors determines the specific content based on th e results of deliberations
by the Executive Compensation Advisory Committee. The amount of basic compensation paid to Auditor & S upervisory Board Members is decided throughdiscussions held by the Audit & Supervisory Board.
<Performance-based bonus>
・The total amount of the performance-based bonus is based on achievement as a percentage of the consolidated operating income recorded for eachfiscal year, plus other performance factors (consolidated net sales, consolidated income before income taxes), to increase th e degree of linkage between
bonuses and consolidated business performance. Performance -based bonus is paid once a year after approval at the general meeting of shareholders forthe relevant fiscal year.
・ The amount of the performance-based bonuses for Directors is determined by the Board of Directors based on the results of deliberations by the
Executive Compensation Advisory Committee, and the total amount is decided by a resolution of the General Meeti ng of Shareholders.
<Share-based stock option incentive>
・ In order for the Directors of the Company (excluding Outside Directors) (hereinafter referred to as “Target Directors”) to further share the risk of stock
price fluctuations with shareholders, and to increase their willingness to contribute to the rise i n stock prices and the improvement of corporate value, theCompany has introduced a compensation system to allocate share -based stock options for the Board of Directors.
・ In order to share value with shareholders over a long term, the target Directors who have been allocated shares with a restriction on transfer may not lift
the transfer restriction from the date of issuance of the shares to the date of retirement. This i ncludes retirement from positions including Directors,
Auditors, and Executive Officers of the Company and its subsidiaries.
・ For more information on Share-based stock option incentive, please see the disclosure materials here.
https://www.wacoalholdings.jp/en/ir/topics/files/wacoalholdingsnews20210514en_2.pdf【Support System for Outside Directors (Outside Audit & Supervisory Board Members)】
・For our Outside Directors, the Management Planning Department distributes documents setting out the proposals presented to Board of Director s’meetings in advance and gives prior briefings on important matters.
・As a system to support our Audit & Supervisory Board Members, includi ng the Outside Audit & Supervisory Board Members, we have established anadministrative office for our Audit & Supervisory Board. The prior briefings for our Outside Audit & Supervisory Board Members on the proposals presented
to the Board of Directors’ meetings are conducted by our Internal Audit & Supervisory Board Members .

【Status of persons who have resigned from positions such as President and Representative Director】
Details of Disclosure on Policy for Determining the Amount or Calculation Method for Compensation
Name

Yoshikata
Tsukamoto

Title/Position

Services

Work style and conditions(Full-Time, Part-Time,
Remuneration, etc.)

Date of resignation as
President, etc.

Honorary
Chairperson

They offer their opinions and advice in
response to requests from the Company's
management. In addition, some of themserve in positions at outside organizations.
[Major public office positions]
Chairman, Kyoto Chamber of Commerceand Industry
Vice Chairman, Japan Chamber ofCommerce and Industry
Chairman, Nihon Body Fashion
Association
Chairman, Kyoto Costume InstituteFull-time with remuneration

Jun. 29, 2022

The total number of former Presidents, Representative Directors, etc. serving as advisors.
consultants, etc.:

Other Matters

―――

1

Term

No particular
stipulations

2. Matters Concerning Functions of Business Execution, Audits/Supervision, Nomination and Decisions etc.
Compensation (Outline of Current Corporate Governance System)
Updated1.

Outline of Current System
・We, as a holding company, use an “Audit & Supervisory Board system” for the purpose of maintaining the corporate governance of Group
companies. We require that both the Board of Directors and the Audit & Supervisory Board monitor and superv ise the management of theCompany.
<Board of Directors・Audit & Supervisory Board>・Our Board of Directors is composed of six (6) Directors (one of which is a female Director), including three (3) Outside Directors. The role of our
Directors is to supervise and make business judgements from an objective perspective. In order to clarify management responsibilities, we have
set the term of office of Directors to one (1) year, and are working to build a management system that can respond quickly to changes in theenvironment.
・In addition to the supervisory function of the Board of Directors, the Audit & Supervisory Board is composed of five (5) Audit & Supervisory Board
Members, including three (3) Outside Audit & Supervisory Board Members. The function of our Audit & Supervisory Board is to monitor andsupervise our management.
・We, as a holding company, seek to govern our Group companies in connection with business execution, audits and supervision of management
as set out below:
・The Board of Directors holds a regular Board of Directors ’ meeting every month and also holds special Board of Directors ’ meetings from time
to time as necessary, in accordance with the Regulations of the Board of Directors, to make decisions on matters concerning i mportant businesssuch as management policy and management strategy , and matters stipulated by laws, ordinances or our Articles of Incorporation. Further, wehave established a “Group Management Meeting” comprising our Directors and core management members, which examines matters concerning
the management strategy of our Group and other important management issues and conducts preliminary reviews of matters for re view by our
Board of Directors.
・The Audit & Supervisory Board holds an Audit & Supervisory Board’s meeting every month in conjunction with a r egular Board of Directors’
meeting and also hosts special Audit & Supervisory Board’s meetings from time to time as necessary, in accordance with the Reg ulations of the
Audit & Supervisory Board, to make decisions on matters concerning policies on preparation of audit reports and implementatio n of audits,methods of examining the statuses of business performance and assets, and other matters related to bus iness execution by Audit & Supervisory
Board Members.
<Executive Nomination Advisory Committee・Executive Compensation Advisory Committee>
We have established the “Executive Nomination Advisory Committee” and “Executive Compensation Advisory Committee”, wh ich are eachchaired by an Independent Outside Director. These Committees discuss and provide recommendations to the Board of Directors o n evaluation,
election, dismissal, and promotion of Directors, as well as performance evaluation and matters related t o compensation. In principle, theExecutive Nomination Advisory Committee shall hold meetings in July, November and January when the Board of Directors’ meetin gs are held,
and the Executive Compensation Advisory Committee shall hold meetings in April, Jul y and February when the Board of Directors’ meetings areheld. Both Committees have a high degree of transparency and fairness with the majority of the members being Outside Directors. SuchCommittees are operated with a high degree of transparency and fa irness pursuant to resolutions approved unanimously with all members inattendance.
<Independent Outside Officers Meeting>・The meeting of Independent Outside Officers, which consists mainly of Independent Officers, evaluates the Board of Directors byexchanging
opinions on the Board of Directors. After the contents of the meeting have been reported to the Board of Directors, informat ion is disclosed incorporate governance reports.
<Corporate Ethics and Risk Management Committee >・ In order to improve our system of compliance, we have established a Corporate Ethics and Risk Management Committee, for which our
President and Representative Director acts as administrative manager and the Director of Supervisor of Group Business Management acts aschairman, which will consider any compliance issues which may have a material impact on the Wacoal Group, enhance awareness andenlightenment on corporate ethics and effectively promote control of any management risks on the Wacoal Group< Sustainability Committee>
・ In April 2022, we have established the “Sustainability Committee”, for which our Representative Director, President and CEO acts
as head in charge of the committee to promote sustainable management, a management approach that ba lances “solving social issues” on one
hand and “corporate growth” on the other hand through our business activities. The Sustainability Committee regularly meets o n the same day
as the Board of Directors, and formulates concrete measures to address clima te change issues, monitors progress, and evaluates chievements.
The Board of Directors receives reports from the Sustainability Committee and gives instructions regarding the Group's polici es and initiatives to
respond to environmental issues.
<Accounting Auditors>
・With respect to our accounting audits, 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. Th ere are no special relationships between
the Company and Tohmatsu or any of the partners of Tohmatsu who have been engaged in the audit of the Company. The names of the certified
public accountants who were engaged in the audit of the Company and the numb er of the assistants for audit services for the fiscal year ended
March 2019 are as follows:
Names of the certified public accountants who were engaged in the audit
Designated Limited Liability Partners and Managing Members: Koichiro Tsukuda, Tomomi Tsuji
Number of the assistants engaged in the audit services: 10 certified public accountants, 4 persons who passed the certified public
accountant examination and 9 other persons.

2.

Functions and Roles of Outside Directors
・With respect to our Outside Directors, we have elected persons with extensive management knowledge and experience and persons playing
active roles in the field of arts and culture in Japan and overseas. Each such p erson takes a role in improving the appropriateness of the decision
making by the Board of Directors by giving objective and independent advice based on their long careers in each business area and ex tensive
professional knowledge.

3.

Initiatives to Strengthen Functions of Audit & Supervisory Board Members
・Under our system of having an Audit & Supervisory Board with 2 Standing Audit & Supervisory Board Members and 3 Outside Audit &Supervisory Board Members, an audit is conducted not only from the perspective of illegality but also of appropriateness. Regular meetings of the
Audit & Supervisory Board are held every month, and extraordinary meetings of the Audit & Supervisory Board are held as neede d.

・The Standing Audit & Supervisory Board Member mainly leads the audits and determines the assignment of tasks pursuan t to the annual audit
plan. For the purpose of such audits, the Audit & Supervisory Board Members may make requests to the audit office regarding any matters thatare required to provide audit services. We also make efforts to conduct an appropriate audi t regarding accounting in cooperation with the
Accounting Auditor.
・A person who has a respectable degree of finance and accounting knowledge has been elected as one of our Standing Audit & Sup ervisory
Board Members. Further, with respect to our three (3) Outside Audit & Supervisory Board Members, we have elected a certified public accountant
having a considerable degree of finance and accounting knowledge, an independent attorney -at-law, and a person with many years of experienceand profound knowledge as business administrator in financial services, each of who m maintains a high degree of independence and uses theirrespective knowledge and experience to strengthen our audit system.
・ We have adopted a governance system composed of a Board of Directors consisting of Directors who are experts in each business area andOutside Directors with diverse careers, and an Audit & Supervisory Board including Outside Audit & Supervisory Board Me mbers. We, as a holding
company, believe that this governance system is effective in supervising and auditing the execution of duties at our group co mpanies and to realize
and maintain high-quality management.
・These are the reasons for using the current governance system.

III. Status of Implementation of Measures related to Shareholders and Other Stakeholders
1. Initiatives to Revitalize General Meeting of Shareholders and to Facilitate Exercise of Voting
RightsSupplementary Information

Early Delivery of Convocation Notice for the General
Meeting of Shareholders

We send out our convocation notice no later than three weeks (the period designated bylaw is two weeks) prior to the meeting in order to ensure sufficient time to examine theagenda items.

Exercise of Voting Rights by Way of Electromagnetic
Means

Since the 68th Ordinary General Meeting of Shareholders held on June 29, 20 16, we haveadopted the way of exercising voting rights using electromagnetic devices (e.g., personal
computers, smartphones, tablet devices).

Participation in Platform for Exercising Voting Rights by
Electronic Means and Other Efforts toward Improving
Environment for Exercise of Voting Rights by
Institutional Investors

Since the 68th Ordinary General Meeting of Shareholders held on June 29, 20 16, weparticipate in the “Platform for Exercising Voting Rights” managed by ICJ, Inc.

Provision of Convocation Notice (Summary) in English

We submit the English version (full text) of the convocation notice to the Tokyo Stock
Exchange. We also post on our website since the 74th Ordinary General Meeting of
Shareholders held on June 29 2022.

2. IR Activities

Supplementary Information

Explanation
byRepresentative

The Corporate Governance Guidelines, including the “Basic Policy on
Information Disclosure”, were established in 2015 and published on the
Company's website.
Preparing and Disclosing Disclosure Policy
https://www.wacoalholdings.jp/group/governance/
https://www.wacoalholdings.jp/en/ir/management/discloser/

Holding Regular Briefing Sessions for Individual
Investors

In addition to holding briefing sessions, etc., several times a year, we also
disseminate information through our website. We also hold “corporate study
sessions” and conduct “facility tours” as appropriate (For t he fiscal year ending
March 2022, we held a corporate briefing session using online tools due to theimpact of COVID-19).

No

Holding Regular Briefing Sessions for Analysts and/or
Institutional Investors

Briefing sessions are held every quarter. In the second quarter and thesettlement of accounts (fourth quarter), the President and Representative
Director explains financial results, management policies, and management
strategies.
In addition, in the first and third quarters, the CFO (Director and Managing
Corporate Officer in charge of Group Business Management) explains thefinancial results, and business managers provide explanations in response torequests from analysts and institutional investors.

Yes

Holding Regular Briefing Sessions for Foreign Investors

The Company conducts regular meetings with foreign investors using online
tools to explain corporate performance and strategy. In addition, the President
and Representative Director participates in conferences hosted by securities
companies.
(For the fiscal year ending March 2022, we participated in an online conference
hosted by a securities company due to the impact of COVID19 ).

Yes

Uploading IR Materials on Company Websit e

Statutory and voluntary disclosure materials (including convocation notice for thegeneral meeting of shareholders, annual securities report (quarterly report),
timely disclosure materials, financial statements (reports of quarterly financials
and results), integrated report, and bellwether indicators such as monthly salesdata) are posted on the Company’s website. We also post videos of the briefing
sessions presented at fiscal year-end and at the end of the second quarter of
each fiscal year by our President and Representative Director.

In addition, we post videos of the quarterly financial results presentation by the
CFO.
https://www.wacoalholdings.jp/en/ir/

Division (Person) in charge of IR

Corporate Communication division; Akira Miyagi, Director and Managing
Corporate Officer in charge of Group Business Management.

Other

In addition to the regular briefing sessions, which are held twice a year, we also
hold briefing sessions focused on certain business or important matters andarrange special visits from time to time.

3. Initiatives to Respect Interests of Stakeholders
Supplementary Information

Provisions of Internal Rules for Respecting Interests of
Stakeholders

We have included provisions related to our respect for the interests of stakeholders in the“Wacoal and its Business Activities” and “Wacoal and Society” sections of the “Corporate
Ethics: Wacoal’s Code of Conduct.”

Implementation of Environment Conservation Activities,
CSR Activities, etc.

We have established 11 materialities (material issues) with our customers, our employees,
the environment, society, and governance as targets. These will serve as our benchmarks
until 2030 for our business' growth and our work to achieve a sustainable society. The
Corporate Communications Department has been appointed to promote sustainability, andis actively driving the group's sustainability activities. As for environmental conservation
activities, we strive to create products that will be loved by consumers for a long time while
also promoting business activities that take environmental issues into consideration, basedon our recognition that "protecting the environment is a corporate responsibility."
Report integrating the CSR Report and Annual Report is published once a year.
: Further details are posted on our website.
https://www.wacoalholdings.jp/en/ir/management/materiality/

Formulation of Policies for Disclosure of Informati on to
Stakeholders

We prescribe the “Corporate Ethics: Wacoal’s Code of Conduct” and make efforts toensure full awareness of timely and appropriate disclosure of information required bystakeholders.
Also, we are actively disclosing information to stakeholders pursuant to the “Basic Policy
on Information Disclosure.”: Further details are posted on our website.
https://www.wacoalholdings.jp/en/ir/management/discloser/

Other

We believe that constructive dialogue to enhance corporate value is important to deepen
mutual trust with all stakeholders.
: Further details are posted on our website.
https://www.wacoalholdings.jp/en/sustainability/talk_with_stockholder/IV. Matters Regarding the Internal Control System
1. Basic Concept of the Internal Control System and its Status(1)

System to Ensure Appropriate Business Conduct
・Our fundamental philosophy toward the internal control system and the status of the improvement of this system as of the end of March 2022,
details of which have been resolved at the Board of Directors’ meetings, is as follows:<System to ensure that execution of duties by Directors and/or employees is in compliance with laws and regulations and the A rticles ofIncorporation>
・To ensure that all Directors and employees of the business group composed of the Company and its subsidiaries (the “Wacoal Group”)
comply with laws and regulations and the Articles of Incorporation and conduct business based on sound socia l norms, We have enacted
the “Wacoal Code of Ethics” and the “Corporate Ethics: Wacoal Standards of Conduct.”・
In order to improve our system of compliance, we have established a Corporate Ethics and Risk Management Committee, for which our
President and Representative Director acts as administrative manager and the Director of Supervisor of Group Business Management acts
as chairman, which will consider any compliance issues which may have a material impact on the Wacoal Group, enhance awarenes s andenlightenment on corporate ethics and effectively promote control of any management risks on the Wacoal Group. The Management
Planning Department shall act as organizer, and shall be responsible for the corporate ethics and risk management related to Wacoal
Group.
・We have established a system under which our legal/compliance department could be promptly notified if the Company becomes aw are thata Director and/or employee of the Wacoal Group may have violated the “Wacoal Code of Ethics” or the “Corporate Ethics: Wacoal’s Code of
Conduct,” or of any other compliance issues. We have also established an internal alert system (corporate ethics hotline to thelegal/compliance department and a law firm). After being notified and/or alerted, the legal/compliance department conducts an investigationand formulates preventive measures after discussions with the related department. If the issue is critical, the legal/compli ance department
will refer the matter to the Corporate Ethics and Risk Management Committee an d will report the results of its deliberation to the Board of
Directors and/or Audit & Supervisory Board.
<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 the Document Management Rules pursuant to which we store the following
documents (including electromagnetic records; hereafter the same) along with any related materials:
Minutes of the General Meeting of Shareholders, minutes of the Boa rd of Directors’ meetings, minutes of the Group Management meetings,
documents for which a Director is the final decision maker, and any other documents prescribed in the Document Management Rul es
・
The retention period and the place for storage of the doc uments prescribed in the preceding paragraph shall be subject to the Document
Management Rules, but such retention period shall be at least ten years. Directors and Audit & Supervisory Board Members, including
Outside Officers, may view these documents at any time.
<Rules and Other Systems concerning Management of Risks of Loss>・In order to understand the risks related to the overall management of the Wacoal Group and to develop and strengthen the risk
management system, we have established a Corporate E thics and Risk Management Committee, for which our President andRepresentative Director act as administrative managers and the Director of the Group Management Supervisor acts as the chairm an. The
Management and Planning Department is responsible for the Secretariat Office.
・
The Corporate Ethics and Risk Management Committee prescribes risk management 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 Com mittee clarifies the
responsibilities by risk category pursuant to these rules and formulates a risk management system that thoroughly and/or comp rehensively
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.
<System to Ensure Effective Execution of Duties by Directors >・In order to enhance appropriate decision making by our Directors, we will appoint more than one-third Independent Outside Directors.
・We will formulate a medium-term management plan to be shared by the Directors and/or employees within the Wacoal Group and will direct
and confirm courses of action and busines s targets in the mid to short term that are consistent with such plan.
・We will follow the business results of each Wacoal Group company on a monthly basis and report back to the Board of Directors . In
addition, by holding “Quarterly Business Meetings” and “Group Strategy Committee Meetings,” we will confirm the business results and theimplementation of measures and policies, consider measures in the event targets are not achieved, and review such targets, as may benecessary・At main Group companies, we will establish appropriate and efficient organizations by delegating authority and clarifying the system fortaking responsibility through an executive officer structure.
<System to Ensure Appropriate Business Conduct within Group Companies >・
We have enacted and managed our group companies in accordance with our Group Management Rules, which prescribe basic policies
regarding the management of group companies and matters to be decided by our Board of Directors, as well as matter s to be reported to
the Company.
・We conduct any inter-company transaction fairly in compliance with laws and regulations, accounting principles, and the tax system.
・
Our audit office will conduct business audits, including an audit of the establishment and/or operation of our compliance system and risk
management system, With in the group companies and the audit office will report the results of its audits to the Board of Dir ectors andappropriate departments, and will give guidance and/or advice related to the above group comp anies to ensure the appropriate conduct ofbusiness.
・
Our foreign subsidiaries will comply with the laws and regulations of their respective home countries and will adopt a system that is in linewith our policies to the extent reasonable.
<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 th e Audit &Supervisory Board Members.
・
Such assistants shall be full-time employees. In addition, the consent of the Audit & Supervisory Board Members shall be obtained
regarding such matters as the election, evaluation, relocation and discipline of such assistants in order to ensure the effectiveness andindependence of such assistants.
<Reporting System of Directors and Employees to the Audit & Supervisory Board Members and Other Reporting System to Audit & Su pervisory Board
Members>

・・・

Directors of the Wacoal Group will promptly report to the Audit & Supervisory Board Members if they become aware of a materia l fact that
violates the applicable laws and regulations and/or our Articles of Incorporation, Misconduct or a fact that may cause significant damage toany company of the Wacoal Group.
Employees of the Wacoal Group may directly report to the Audit & Supervisory Board Members if they become aware of a material fact that
violates the applicable laws and regulations and/or our Article s of Incorporation, Misconduct or a fact that may cause significant damage toany company of the Wacoal Group. Any employee who makes such report will not be at a disadvantage for the reason of making s uch
report.
Through the reporting of the following matters in addition to statutory matters to the Audit & Supervisory Board Members by Directors andemployees of the Wacoal Group, we strive to have the Audit & Supervisory Board Members audit conducted effectively:
matters referred to the Group Management Meeting;monthly and quarterly group management conditions;
results of internal audits;
the condition of our internal alert system; andOther significant matters.

<Other Systems to Ensure Effective Audit by the Audit & Supervisory Board Member s>
・The majority of the Audit & Supervisory Board Members will be independent Outside Audit & Supervisory Board Members to enhanc e thetransparency and neutrality of audits.
・
The Audit & Supervisory Board Members may order employees who belong to the aud it office to perform any matters that are required toprovide in that role. In addition, the Audit & Supervisory Board Members may request that the Company reimburse expenses inc urred inperforming 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, when deemed necessary, appoint at their discretion lawyers, certified accountants, consult ants andother external advisors at the Company’s expense.
(2)Outline of Operation of our “System to Ensure Appropriate Busin ess Conduct”<System to ensure that execution of duties by Directors and/or employees is in compliance with laws and regulations and the A rticles ofIncorporation>
・A Compliance Committee has been established under the Corporate Ethics and Risk Management Committee to specifically develop andoperate the compliance system. The Compliance Committee held a meeting each quarter and discussed and reviewed awareness ofcompliance and matters reported to us through the internal alert system.
・
Our legal/compliance department continued to provide level-specific group education and e-learning programs as part of our educational
activities for our employees. We are also working on awareness activities for our overseas Group companies and enriching the internal alert
system, such as the expansion of corporate ethics hotline to a third party .
<System concerning the Storage and Management of Information related to Execution of Duties by Directors>
・The documents set forth in the “Document Management Rules ” are properly stored in accordance with the “Document Management
Rules”, and Audit & Supervisory Board Members may have access to them in a timely manner.
<Rules and Other Systems Concerning Management of Risks of Loss>
・The Corporate Ethics and Risk Management Committee monitors risks and the implementation of countermeasures, and reports them to theBoard of Directors on a quarterly basis.
・ The CSR Procurement Committee has been established under the umbrella of the Corporate Ethics and Ris k Management Committee, andis working to permeate the Wacoal Group CSR Procurement Guidelines, stipulating that we shall, as the Group's procurement pol icy,
promote transactions with companies that emphasize incorporating social requirements such as human rights, labor practices, and theenvironment and ethics. We are continuing our efforts to make a series of cycles work. The cycle starts from monitoring accor ding to a
supplier’s self-evaluation, then providing feedback regarding an analysis and evaluatio n, followed by formulating and following corrective
and improvement plans.
In addition, the scope of target suppliers is gradually expanding.
・
Since February, 2020, in response to COVID -19, the COVID-19 Prevention Headquarters was established under the Corporate Ethics andRisk Management Committee to collect relevant information. We have determined a response policy and countermeasures based on
guidance from the government and local governments, etc. and disseminated them to all Group companies.
<System to Ensure Effective Execution of Duties by Directors>
・We engage in highly transparent decision-making by appointing three (3) independent Outside Directors among our six (6) Directors. In
addition, “Criteria for Election of Officers” and “Crit eria for Election of Outside Officers (to ensure independence)” were newly stipulated in
April 2015.
•
We discussed and drafted the new medium and long -term management plan of our group which starts from the fiscal year ending March
2023.
・
We held meetings of the “Quarterly Business Results Review Committee” on a quarterly basis and confirmed and reviewed the businessresults and implementation of measures.
<System to Ensure Appropriate Business in the Business Group Composed of the Company and Its Subsid iaries>
・
Matters to be decided and reported by our subsidiaries are appropriately managed in accordance with the Group Management Rule s.
・
Our audit office develops an audit plan for each fiscal year and conducts audits on the operation and internal contr ols of the Company andour domestic and overseas subsidiaries.
<Matters Concerning Assistants to Audit & Supervisory Board Members and Matters Concerning Independence of such Assistants fr om Directors>
・
Our audit office is currently assisting the duties of the Audit & Supervisory Board Members upon their request from time to time. Audit &Supervisory Board Members have not requested or appointed any assistant for their duties.
<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 attended primary meetings and received reports on matters that were discussed and on th e
management condition, and also received reports, from time to time, On the results of business audits and matters reported through theinternal alert system.

<Other Systems to Ensure Effective Audits by Audit & Supervisory Board Members>・
We enhance the effectiveness of audit by appointing three (3) independent Outside Audit & Supervisory Board Members among the five (5)Audit & Supervisory Board Members.
・
The Company reimburses any and all expenses incurred by the Audit & Supervisory Board Members for performing their duties.
・In addition to attending Board Meetings and other important meetings, the Audit & Supervisory Board Members conducted hearings with the
Directors and visited our domestic and overseas subsidiaries to conduct audits. In addition, the Audit & Supervisory Board Me mberspresided at “Audit & Supervisory Board Group Meetings” and received periodic reports from the audit & supervisory board membe rs of thedomestic subsidiaries.
・
The Audit & Supervisory Board Members have, regularly and whenever necessary, exchanged inf ormation and opinions with the Accounting
Auditor and the audit office.

2. Basic Concept of Efforts against Antisocial Forces and its Status
The “Corporate Ethics: Wacoal’s Code of Conduct” prescribes that the Company shall firmly refuse to comply with demands of antisocial forces. I norder to handle unjust demands from antisocial forces, we cooperate with specialized outside institutions, collect and control information related toantisocial forces and are building an internal system.

V. Other
1. Adoption of Takeover Defense Measures
Adoption of Takeover Defense Measures

No

Supplementary Information
The Board of Directors of the Company has resolved at its meeting held on April 26, 2018 to discontinue the takeover defense measures upon the
conclusion of the General Meeting of Shareholders held on June 28, 2018.

2. Other Matters Concerning Corporate Governance System

UpdatedThe following is an overview of the Company’s internal system for timely disclosure:(1)

Basic Stance on Timely Disclosure
・We enacted the corporate ethics regulations “Wacoal’s Code of Conduct” pursuant to the ideas that the Company “stands with the support ofsociety” and “focuses on management with business integrity and pride,” which our founder and current top management be lieve to be thestarting point of management, and with the aim that these ideas form the basis for the specific code of conduct for all officers and employees intheir overall business activities.
・In order for everyone to share awareness of this code of conduct, we provide practical training on corporate ethics for management -level
employees, and such management-level employees provide guidance to general employees. The content of the descriptions on the information
disclosure is as follows.
:“An act to disclose only information that is favorable to Wacoal and to hide any information that is inconvenient to Wacoal would damagetransparency and would mislead investors when making judgments. ”:“Wacoal will timely and properly disclose any information required by stakeholders, in addition to significant facts as stipulated by the
Financial Instruments and Exchange Act, irrespective of the effects on share price. We will ensure reliability by enhancing the transparencyof management related information.”:“We will not share any material information obtained during the course of our business with a third party, including any relat ives. Any tradingof shares prior to the disclosure of relevant facts (insider trading) is strictly prohibited.”(2)

Internal System and Operation of Timely Disclosure
The handling of material financial information and non -financial information that is subject to timely disclosure is as follows:➀ Analysis of Timely Disclosure of Information:
Statutory disclosure items under the Financial Instruments and Exchange Act and material facts prescribed in the timely disclosure rules ofstock exchanges:
Material information deemed necessary to be disclosed (information that is reasonably expected to have a material influence on investment
decisions by investors)➁ Internal System
・The Management and Planning Department, Corporate Communication division, Accounting Department, and the Legal/ComplianceDepartment are the responsible divisions for the management of information tha t is subject to timely disclosure. In accordance with the “Basic
Policy on Information Disclosure” established within the Company, these departments shall promptly disclose such information after determining
the relevant facts or after the occurrence, bas ed on the confirmation provided by the Director of the Group Management Supervisor.
・ Information related to financial results is disclosed, in principle, on the day of occurrence with the approval of the Board of Directors.
・ Any facts that were determined or that occurred at our subsidiaries are reported to the Management and Planning Department by the
representatives of such subsidiaries and are disclosed through the same procedures.
・The Management and Planning Department controls information regarding the determination of material policies of the Company and operations
related to settlement of accounts, and also any events and facts, together with Corporate Communication division, the Accounting Department.
・ Also, the Legal/Compliance Department makes judgments regarding the importance of various information from a legal perspective and acts as
the point of contact for the communication with the Tokyo Stock Exchange and the Financial Services Agency upon disclosure of s uch
information.
・In order to ensure the appropriateness of information disclosure, the President and Representative Director have the Audit Of fice conduct audits
on the status of audits and disclosure of timely disclosure matters and the internal system

Members: 6

UpdatedUpdated