June 29, 2022, 2022
To whom it may concern
Company name

Wacoal Holdings Corp.

Representative
Name

Hironobu Yasuhara
Representative Director, Presidentand CEO(Code No. 3591 TSE Prime Market)

Contact

Katsuya Hirooka
Corporate Officer, Head ofCorporate Planning Dept.
(Tel +81-75-682-1010)

Announcement of Disposal of Treasury Stockas Restricted Stock Compensation
We hereby announce that the Board of Directors of the Company has adopted a resolution to dispose of its
treasury stock as restricted stock compensation (the “Disposal”) as follows.
Details
1. Overview of Disposal(1) Date of disposal(2) Class and number of shares to bedisposed of(3) Disposal price(4) Total value of share disposal(5) Grantees(6) OtherJuly 20, 2022
37,100 shares of common stock of the Company
2,169 yen per share
80,469,900 yen
Directors of the Company*: 4 Directors, 23,400 shares
Directors of our subsidiaries: 6 Directors, 13,700 shares*Excluding Outside Directors
The Securities registration statement under the Financial
Instruments and Exchange Act has been filed withrespect to the Disposal.

2. Purpose and Reason of Disposal
The following matters were approved at the 73rd Ordinary General Meeting of Shareholders held on June 29, 2021:
to introduce a new compensation framework in the form of restricted stock (the “New Framework”) for our Directors(excluding Outside Directors, the “Eligible Directors”) for further sharing of price fluctuation risk with our shareholders
and increasing incentives to contribute to the improvement of share price and corporate value; to set the maximum
annual amount of compensation monetary claims to be allotted as restricted stock at 70 million yen under the NewFramework; to set the total number of shares of restricted stock to be allotted to the Eligible Directors for each fiscal
year up to 28,000 shares; and to establish a transfer restriction period for the restricted stock, which will be for theperiod from the date the shares of restricted stock are granted until the date the Eligible Director resigns or retires fromall of the following positions, as applicable: Director, Audit & Supervisory Board Member or executive officer of theCompany or any of its subsidiaries as designated by the Board of Directors of the Company.
Today, the Board of Directors of the Company has adopted a resolution that four eligible Directors and six eligible
Directors of the Company’s subsidiary (the “Grantees”) will be allotted, as compensation in the form of restricted stock
for the period from the 74th Ordinary General Meeting of Shareholders to the 75th Ordinary General Meeting ofShareholders to be held in June 2023 with respect to the Eligible Directors and for the period from the ordinary generalmeeting of shareholders of said subsidiary held on June 21, 2022 to the ordinary general meeting of shareholders ofsaid subsidiary to be held in June 2023 with respect to the Directors of said subsidiary,37,100 shares of common stockof the Company as specified restricted stock in consideration of all monetary compensation claims, totaling 80,469,900
yen, provided by the Grantees as in-kind contributions. Each Grantee’s monetary compensation claim is determined
after comprehensive consideration of various factors including each Grantee’s degree of contribution to the Companyor its subsidiary. In addition, such monetary compensation claims will be provided to the Grantees on the conditions
that each Grantee has executed a restricted stock allotment agreement with the Company that generally includes theprovisions described below (the “Restricted Stock Allotment Agreement”).
3. Overview of Restricted Stock Allotment Agreement(1) Transfer Restriction Period
From July 20, 2022 until the date a Grantee resigns or retires from all of the following positions, as applicable:
Director, Audit & Supervisory Board Member or executive officer of the Company or any of its subsidiaries as
designated by the Board of Directors of the Company
The Grantee will not transfer, create a security interest or collateralize, gift inter vivos, or provide for bequest, orotherwise dispose of in any way to a third party (“Transfer Restrictions”) the shares of restricted stock allotted tosuch Grantee (the “Allotted Shares”) during the transfer restriction period set forth above (the “Transfer RestrictionPeriod”).
(2) Repurchase of Restricted Stock without Consideration
If the Grantee resigns or retires from all of the following positions, as applicable, Director, Audit & Supervisory
Board Member or executive officer of the Company or any of its subsidiaries as designated by the Board ofDirectors of the Company prior to the date preceding the date of the first ordinary general meeting of shareholdersof the Company (or if such Grantee is a Director of our subsidiary, the first ordinary general meeting of shareholdersof such subsidiary) to be held after the Transfer Restriction Period commences, the Company will repurchase theAllotted Shares without consideration, upon resignation or retirement, except where the Board of Directors of theCompany finds good reason not to.
In addition, any Allotted Shares for which the Transfer Restrictions have not been removed based on any of thegrounds for removal of Transfer Restrictions under (3) below when the Transfer Restriction Period has expired (the“Expired Period”), the Company will repurchase such shares without consideration upon the Expired Period.
(3) Removal of Transfer Restrictions
The Company will remove the Transfer Restrictions on all Allotted Shares held by the Grantee upon the Expired
Period if such Grantee has continuously held the position of Director, Audit & Supervisory Board Member orexecutive officer of the Company or any of its subsidiaries as designated by the Board of Directors of the Company
until the date of the first ordinary general meeting of shareholders of the Company (or if such Grantee is a Directorof our subsidiary, the first ordinary general meeting of shareholders of such subsidiary) to be held after thecommencement of the Transfer Restriction Period. Notwithstanding the above, if the Grantee resigns or retires
from all of the following positions, as applicable, Director, Audit & Supervisory Board Member or executive officerof the Company or any of its subsidiaries as designated by the Board of Directors of the Company before the dateof the first ordinary general meeting of shareholders of the Company (or if such Grantee is a Director of oursubsidiary, the first ordinary general meeting of shareholders of such subsidiary) to be held after the TransferRestriction Period commences for good reason recognized by the Board of Directors of the Company, the Transfer
Restrictions will be removed as of the time of resignation or retirement on the Allotted Shares as follows: thenumber of months included in the period from July 2022 to the month of resignation or retirement, as the case may
be, from all of the following positions, as applicable, Director, Audit & Supervisory Board Member or executive
officer of the Company or any of its subsidiaries as designated by the Board of Directors of the Company, dividedby 12 (which will be capped at 1, if the result exceeds 1), multiplied by the number of Allotted Shares held by suchGrantee (any fractional shares will be rounded down).
(4) Administration of Shares
The Grantee will open a dedicated account with SMBC Nikko Securities Inc. to list or register the Allotted Sharesin a manner designated by the Company and will keep and/or maintain the Allotted Shares in such account untilthe Transfer Restrictions are removed.
(5) Treatment during Reorganization, etc.
If, during the Transfer Restriction Period, any agenda item related to a merger agreement in which the Company
becomes the dissolving entity, a share exchange agreement or share transfer plan in which the Company becomesa wholly-owned subsidiary, or other reorganization event is approved at the general meeting of shareholders of theCompany (or the Board of the Directors of the Company if such reorganization event does not require the approvalof the general meeting of shareholders of the Company), the Transfer Restrictions will be removed by resolutionof the Board of the Directors of the Company, immediately before the business day preceding the effective date ofsuch reorganization event, with respect to the number of the Allotted Shares calculated as follows: the number ofmonths included in the period from July 2022 to the month in which such agenda item is approved, divided by 12(which will be capped at 1, if the outcome exceeds 1), multiplied by the number of Allotted Shares held by such
Grantee (any fractional shares will be rounded down ) as of the date of such approval.
Upon the business day preceding the effective date of such reorganization event, the Company will repurchasewithout consideration the all number of Allotted Shares for which the Transfer Restrictions have not been
removed pursuant to the above.
4. Basis of Calculation of Amount to be Paid in for the Allotted Shares and Other Specific Details
The disposal price for the Disposal is 2,169 yen per share, which is the closing price of the common stock of theCompany on the Tokyo Stock Exchange on the business day preceding the resolution by the Board of Directors of theCompany (June 28, 2022), to eliminate the arbitrariness. This is the market share price immediately preceding the dateof the resolution by the Board of Directors of the Company and we consider it to be a reasonable price, and not speciallyfavorable price.
- End Yasuhara Hironobu’s title has been changed to “Representative Director, President and CEO” at the board meeting
held today, 29 July, 2022.