Annual Securities Report(The 76th Fiscal Year)
From April 1, 2023 to March 31, 2024

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

E00590

The 76th Fiscal Year (from April 1, 2023 to March 31, 2024)

Annual Securities Report1.

2.

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

WACOAL HOLDINGS CORP.

Certain References and Information
This report is prepared for overseas investors and compiled based on the contents of the Annual Securities Report(“Yukashoken Hokokusho”) of WACOAL HOLDINGS CORP. filed with the Director of the Kanto Local Finance
Bureau of Japan on June 25, 2024.
As used in this report, unless the context otherwise requires, “the Company” and “Wacoal Holdings” refer to
Wacoal Holdings Corp., and “Wacoal,” “we,” “us,” “our” and similar terms refer to Wacoal Holdings Corp. and its
consolidated subsidiaries. References to “U.S. dollars” or “$” are to the currency of the United States andreferences to “yen” or “¥” are to the currency of Japan.
All financial statements and information contained in this report have been prepared in accordance with
International Financial Reporting Standards (“IFRS”) except where otherwise noted.
A Cautionary Note on Forward-Looking Statements
This report contains forward-looking statements that are based on our current expectations, assumptions, estimatesand projections about our companies and our industry. You can identify these statements by the fact that they do not
relate strictly to historic or current facts. The forward-looking statements discuss future expectations, identify
strategies, contain projections of results of operation or of financial position, or state other “forward-looking”
information. Forward-looking statements are contained in the sections entitled “II. Operating and Financial Review
and Prospects, 1.【Management Policy, Business Environment and Management Issues】and 2. 【Sustainability
Approaches and Initiatives】” and elsewhere in this report.
The forward-looking statements are subject to various risks and uncertainties. Information contained in the sections
listed above and elsewhere in this annual report identifies factors that could cause our actual results, performanceor achievements to differ materially from those expressed or implied in any forward-looking statement.
We undertake no obligation to update any forward-looking statements contained in this annual report, whether as aresult of new information, future events or otherwise.

Contents
Page
Annual Securities Report for the 76th Fiscal Year
【Cover】
1
2
Part I 【Information on Wacoal Holdings Corp. and its consolidated subsidiaries.】………………………
I.
【Overview of Wacoal Holdings Corp. and its consolidated subsidiaries.】…………………………
2
1.【Key Financial Data】 ……………………………………………………………………………
2
2.【History】 …………………………………………………………………………………………
5
3.【Business Overview】 ………………………………………………………………………......
6
4.【Information on Subsidiaries and Associated Companies】………………………………………
9
5.【Employees】 …………………………………………………………………………………… 11
II. 【Operating and Financial Review and Prospects】 ………………………………………………… 13
1.【Management Policy, Business Environment and Management Issues】 ……………………… 13
2.【Sustainability Approaches and Initiatives】……………………………………………………… 22
3.【Business Risk and Other】 ……………………………………………………………………… 43
4.【Analyses of Financial Position, Results of operation, and Cash Flows by Management】……… 54
5.【Material Agreements, etc.】 …………………………………………………………………… 61
6.【Research and Development】 …………………………………………………………………… 62
III. 【Property, Plants, and Equipment】 ………………………………………………………………… 63
1.【Summary of Capital Investment, etc.】 ………………………………………………………… 63
2.【Major Property, Plants, and Equipment】 ……………………………………………………… 63
3.【Plans for Capital Investment, Disposals of Property, Plants, and Equipment, etc.】…………… 65
IV. 【Information on the Company】 …………………………………………………………………… 66
1.【Information on the Company’s Stock, etc.】 …………………………………………………… 66
2.【Information on Acquisition etc. of Treasury Stock】…………………………………………… 102
3.【Dividend Policy】 ……………………………………………………………………………… 105
4.【Corporate Governance, etc.】 …………………………………………………………………… 106
V. 【Financial Information】 …………………………………………………………………………… 156【Consolidated Financial Statements】 …………………………………………………………… 157
VI. 【Stock-Related Administration for the Company】 ………………………………………………… 232
VII. 【Reference Information on the Company】 ………………………………………………………… 233
1.【Information on the Parent Company】 ………………………………………………………… 233
2.【Other Reference Information】………………………………………………………………… 233
Part II 【Information on Guarantors etc. for the Company】……………………………………………… 235
Auditors’ Report and Internal Control Report

End of this document

【Cover】【Document Filed】

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

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

Director, Kanto Local Finance Bureau【Filing Date】

June 25, 2024

【Fiscal Year】

The 76th Fiscal Year (from April 1, 2023 to March 31, 2024)【Company Name】

KABUSHIKI KAISHA WACOAL HOLDINGS【Company Name in English】

WACOAL HOLDINGS CORP.

【Position and Name ofRepresentative】

Masaaki Yajima, Representative Director, President and CEO (GroupCEO)【Address of Head Office】

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

Kyoto (075) 682-1007【Contact Person】

Shimpei Yuguchi, General Manager of Accounting Department【Contact Address】

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

Kyoto (075) 682-1007【Contact Person】

Shimpei Yuguchi, General Manager of Accounting Department【Place Where Available for Public
Inspection】

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

1

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

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

International Financial Reporting Standards (“IFRS”)
Fiscal Year
Year-End
Revenue(Loss) profit before income
taxes(Loss) profit attributable toowners of parent
Comprehensive income
attributable to owners of parent
Equity attributable to owners ofparentTotal assets
Equity attributable to owners ofparent per share
Earnings per share attributableto owners of parent: Basic(loss)
Earnings per share attributableto owners of parent: Diluted(loss)
Ratio of equity attributable toowners of parent to total assets
Ratio of profit attributable toowners of parent to equity
attributable to owners of parent
Price earnings ratio
Net cash provided by operating
activities
Net cash (used in) provided byinvesting activities
Net cash (used in) provided byfinancing activities
Cash and cash equivalents, endof yearNumber of employees[Average number of part-time
employees, etc.](Notes)

1.
2.
3.

76th

75th

74th

Transition date

March 2024

March 2023

March 2022

April 1, 2021

187,208

188,592

172,072–(8,290)

(699)

4,083

–

(8,632)(1,643)

1,732–

16,645

4,169

10,476–211,829

210,197

217,990

212,028

294,029

285,659

299,177

319,215(yen)

3,846.66

3,623.29

3,546.96

3,396.76(yen)(151.62)(27.44)

27.83

–

(yen)

(151.62)(27.44)

27.71

–

(%)

72.0

73.6

72.9

66.4

(%)

(4.1)

(0.8)

0.8

–

(times)

–

–

66.19

–

11,291

7,334

16,622–

14,0483,902(3,042)–(20,211)(22,541)(41,007)–

33,547

26,781

37,48563,987

17,408[348]

19,147[482]

19,717[730]

19,824[492](number of
persons)

The Consolidated financial statements have been prepared in accordance with International Financial
Reporting Standards (IFRS) from the 75th fiscal year.
Price earnings ratios for the 75th fiscal year and 76th fiscal year are not shown due to basic loss per sharefor the fiscal year.
IAS 12, “Income Taxes” (revised in May 2021) has been adopted from the beginning of the 76th fiscal
year. The adoption has been applied retrospectively to financial results for the 75th fiscal year shown.

2

(Millions of yen, unless otherwise stated)

U.S. GAAP

Fiscal Year
Year-End
Revenue

74th

73rd

72nd

March 2022

March 2021

March 2020

172,860

152,204

186,760

Operating income (loss)

5,013(1,115)

6,632

Net income attributable to
Wacoal Holdings Corp.

4,608

7,025

3,472

Comprehensive income

11,92913,043

1,521

Wacoal Holdings Corp.
shareholders’ equity

223,005

215,612205,371

Total assets

303,245

322,761

277,688(yen)

3,628.56

3,454.18

3,291.06

(yen)

74.04

112.57

54.26

(yen)

73.73

112.0954.05

Shareholders’ equity ratio

(%)

73.5

66.8

74.0

Return on equity

(%)

2.1

3.3

1.6

Price earnings ratio(times)

24.88

21.81

43.25

13,0084,260

13,325(3,096)(2,562)

2,569(36,349)

33,605(17,471)

37,98263,557

27,905

19,717

19,824

20,984

[730]

[492]

[675]

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

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

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

3

(2)

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

76th

75th

74th

73rd

72nd

Year-EndMarch 2024

March 2023

March 2022

March 2021

March 2020

Operating revenue

7,276

6,772

6,196

16,42913,346

Ordinary income

3,002

2,473

1,682

12,0489,111

Net income

2,817

4,458

2,749

11,544

8,762

13,26013,26013,26013,26013,26061,00064,50065,58965,58968,589Net assets

118,310130,602138,332

140,106

130,996

Total assets

154,073

154,705

165,180

191,737

156,000

2,139.06

2,242.19

2,241.50

2,235.07

2,090.11

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

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

Net income per share

100.00

80.00

50.00

40.00

60.00

(50.00)(40.00)(20.00)(20.00)(40.00)

(yen)

49.50

74.46

44.18

184.98136.93

Diluted net income per
share

(yen)

49.29

74.15

43.99

184.16136.39

Shareholders’ equity ratio

(%)

76.5

84.1

83.4

72.8

83.6

Return on equity

(%)

2.3

3.3

2.0

8.6

6.6

Price earnings ratio(times)

75.03

33.40

41.69

13.27

17.14

Dividend payout ratio

113.2

21.6

43.8

(%)

202.0

107.4

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

98

112

90

85

94

[–]

[–]

[–]

[–]

[–]

Total shareholders’ return

(%)

146.9

98.7

72.4

92.8

87.5

(Benchmark: TOPIX incl.
dividends)(%)(196.2)(138.8)(131.2)(128.6)(90.5)

Highest share price

(yen)

3,821

2,596

2,612

2,537

3,115

Lowest share price

(yen)

2,471

1,784

1,687

1,630

2,110

(Notes)1.

The highest and lowest share prices shown are market prices on the Prime Market of the Tokyo Stock Exchange
from April 4, 2022 and on the First Section of the Tokyo Stock Exchange before then.

2.

The amount of dividends per share for the 72nd fiscal year includes the 70th anniversary dividend of 8.00
yen.

4

2. 【History】
June 1946

Wako Shoji founded by late Koichi Tsukamoto

November 1949

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

June 1951

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

November 1957
November 1959
June 1964

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

September 1964

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

August 1970

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

October 1970

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

October 1970

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

January 1971

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

April 1978

Singapore office (current Wacoal Singapore Private Ltd.) opened

August 1979

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

June 1981
March 1982
February 1983

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

December 1983

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

January 1986

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

April 1989

Philippine Wacoal Corp. established as joint venture company

January 1990

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

January 1991

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

April 1993
January 1995

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

June 1997

Vietnam Wacoal Corp. established as an overseas subsidiary

December 2000
May 2003

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

August 2003

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

October 2005

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

January 2008

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

August 2009

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

April 2012

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

January 2016
July 2019
April 2022

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

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

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

Wacoal Business (Overseas)
This segment is composed of 36 companies, including our overseas subsidiaries and associates.
Among our 30 overseas subsidiaries, 8 companies are located in North and Central America; 6 companies arelocated in Europe; and 16 companies are located in Asia/Oceania. 6 overseas associates are located in Asia.
Among our 8 overseas subsidiaries in North and Central America, Wacoal Dominicana Corp., an apparel
manufacturing company of innerwear products, ships its products to Wacoal America, Inc., a manufacturing andsales company, which supplies these products to end consumers through local department stores, specialty retailstores and EC websites. In addition, Eveden Inc., a sales company, distributes innerwear products, which are mainly
supplied from Wacoal Lanka Private Ltd. and Wacoal Emea Ltd.
Among our 6 overseas subsidiaries in Europe, Wacoal Emea Ltd. sells products such as innerwear, which aresupplied by Wacoal Lanka Private Ltd., to end consumers through department stores and specialty retail stores
mainly in the United Kingdom.
Our 2 subsidiaries and 4 associates in Asia/Oceania are manufacturing and sales companies, which distributeproducts to end-consumers through their local department stores and specialty retail stores, and also distribute a partof their products to Wacoal Corp. and sales companies in Asia. Our sales companies include 6 subsidiaries,
including Wacoal Singapore Private Ltd., Eveden Israel Ltd., and 1 associate. These sales companies distribute
innerwear products, which are mainly supplied from the group companies to their local department stores, specialty
retail stores and directly managed retail stores. Our 8 remaining subsidiaries include 4 apparel manufacturing
companies producing innerwear, 2 raw materials manufacturing companies, 1 company that procures materials for
subsidiaries and associates in Asia, and 1 investment company which make investments in the local subsidiaries andlocal associates that manufacture and sell innerwear.
(3)

Peach John
This segment is composed of 3 companies, including our domestic and overseas subsidiaries.
The 1 domestic subsidiary and 2 overseas subsidiaries are sales companies, and Peach John mainly engages in
the retail sales of products that are independently supplied mainly from non-group companies.

6

(4)

Other
This segment is composed of a total of 10 companies, including 5 domestic subsidiaries, 3 overseas
subsidiaries, 1 domestic associate and 1 overseas associate.
Among the 5 domestic subsidiaries, Nanasai Co., Ltd. (“Nanasai”) engages in manufacturing, sales and rentalof mannequins and fixtures, and interior design work and Lecien Corporation engages in the manufacture andwholesale distribution of women’s innerwear and lace and fabrics for handicrafts. Our 3 other subsidiaries engage insales, other textile-related business, real estate leasing business, and/or other businesses.
3 overseas subsidiaries are located in Asia.
2 of our subsidiaries in Asia are apparel manufacturing companies. The other 1 subsidiary engage in othertextile-related business.
The business distribution diagram of these subsidiaries and associates follows on the next page:7

8

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

Location

Capital(Millions of yen)

Principal Business

Relationship
Percentage of
Voting Rights Number of Company Officer(s)Owned or Held holding a Position as Officer in(%)
such Subsidiaries andAssociated Company

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

1002Rent of officebuilding

90

Peach John
(Product planning and sale ofinnerwear products)

100

2

–

Minami-ku,
Kyoto

90

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

1002Rent of office･
storage building

Wacoal Manufacturing Japan Corp.

Unzen-shi,
Nagasaki70

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

100

1Rent of officebuilding

Torica Inc.

Ibaraki-shi,
Osaka

92

Same as above

1–

Nanasai Co., Ltd.

Minami-ku,
Kyoto

90

Other
(Leasing of mannequins, interior
design and construction work of
stores)99

2Rent of officebuilding*1
Wacoal International Corp.

New York,
USA

20,000 thousand
USD

Wacoal Business (Overseas)(a US holding company)

100
(100)

2

–

Wacoal America, Inc.

New York,
USA

2,062 thousand
USD

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

100

–

–

Wacoal Dominicana Corp.

Santo
Domingo,Dominican
Republic

20 thousand
USD

Wacoal Business (Overseas)(MTO of innerwear products)

100

–

–

Wacoal Europe Ltd.

Northamptonshire, UK

175 thousand
GBP

Wacoal Business (Overseas)(a holding company)

100

2

–

100

–

–

–

–

1

–

2

–

1

–

2

–

1

–

1

–

1

–

2

–

1

–

25

1

–

50

2

–

1

–

*1, *5
Wacoal Corp.

Minami-ku,
Kyoto

5,000

Peach John Co., Ltd.

Minato-ku,
Tokyo

Lecien Corp.

Wacoal Emea Ltd.

Northamptonshire, UK

250 thousand
GBP

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

Wacoal Europe SAS.

Saint-Denis,
France8 thousand
EUR

Wacoal Business (Overseas)(Sale of innerwear products)

Wacoal Hong Kong Co., Ltd.

Hong Kong

3,000 thousand
HK$

Same as above

(100)

60
(60)

(100)

(100)

(100)

100
(100)

80
(80)

*1
Wacoal International Hong Kong Co., Ltd.

Hong Kong

373,690 thousand
HK$

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

Vietnam Wacoal Corp.

Bien Hoa,
Vietnam

54,604 million
VND

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

100

Wacoal Investment Co., Ltd.

Taipei, Taiwan

59,000 thousand
NT$

Wacoal Business (Overseas)(a Taiwan holding company)

100

Guandong Wacoal Inc.

Guangzhou,
China

17,730 thousand
RMB

Wacoal Business (Overseas)(MTO of innerwear products)

100*1
Wacoal China Co., Ltd.

Beijing, China

189,364 thousand
RMB

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

Bangkok,Thailand

1,000 million
THB

Thai Wacoal Public Co., Ltd.

Bangkok,Thailand120 million
THB

PT.Indonesia Wacoal

Bogor,
Indonesia

2,500 million
IDR

Same as above

Shinyoung Wacoal Inc.

Seoul, South
Korea

4,500 million
WON

Same as above

Taiwan Wacoal Co., Ltd.

Taoyuan,Taiwan

800 million
NT$Same as above

Wacoal Business (Overseas)(Manufacturing of raw materials)

100
(100)

(100)
(100)
(100)

100
(100)

54
(54)

30 other companies(Equity Method Associate)*4House of Rose Co., Ltd.

Minato-ku,
Tokyo

934

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

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

3 other companies

9

34
(34)

42
(42)

(50)

21

(Notes) *1. Wacoal Corp., Wacoal International Corp., Wacoal International Hong Kong Co., Ltd, Wacoal China Co.,

Ltd. and A Tech Textile Co., Ltd. are categorized as a specified subsidiary under the Financial Instruments
and Exchange Act.
2. The number in brackets under the “Percentage of Voting Rights Owned or Held” column means thepercentage of indirect holding.
3. The name of operating segments is shown under the “Principal Business” column.
*4. House of Rose Co., Ltd. is a company that is obliged to file an annual securities report.
*5. Wacoal Corp.’s revenue (excluding the internal revenue recorded among consolidated subsidiaries) accountfor more than 10% in our consolidated revenue.
Key Income Summary(i) Revenue<Japanese GAAP>(ii) Ordinary
income90,666 million yen
4,838 million yen(iii) Net income

8,883 million yen(iv) Net assets

107,367 million yen(v) Total assets

141,034 million yen

10

5. 【Employees】(1)

Employees within group
As of March 31, 2024
Name of Operating Segment

Number of Employees

Wacoal Business (Domestic)

5,880

[201]

Wacoal Business (Overseas)

10,176[37]

Peach John

402

[30]

Other

950

[80]

17,408

[348]

Total
(Notes)

1.

2.

(2)

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

Employees of the Company
As of March 31, 2024

Number of Employees

Average Age

98(Notes)1.
2.
3.

Average Years of Service
46.0

Average Annual Salary (Yen)

19.2

5,762,700

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

(3)

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

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

1.

The Company
Current Fiscal Year

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

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

27.6

50.0

(Notes)1.
2.

Differences in Wages between Male and Female Employees (%)(Note 1)All Employees
59.4

Full-time Employees

Part-time/fixed-term
contract employees

62.1

61.9

The figures shown have been calculated pursuant to the provisions of the Act on the Promotion of
Women’s Active Engagement in Professional Life (Act No. 64 of 2015).
The figure shown is the ratio of male employees who have taken “childcare leave, etc.” as set forth inParagraph 1, Article 71-4 of the Ordinance for Enforcement of the Act on Childcare Leave, Caregiver
Leave, and Other Measures for the Welfare of Workers Caring for Children or Other Family Members(Ordinance of the Ministry of Labor No. 25 of 1991) pursuant to the provisions of the Act on Childcare
Leave, Caregiver Leave, and Other Measures or the Welfare of Workers Caring for Children or Other
Family Members (Act No. 76 of 1991).
11

3.
2.

Part-time/fixed-term contract employees comprise contract employees and post-retirement rehires.

Our Consolidated Subsidiaries
Current Fiscal Year

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

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

Wacoal Corp.

32.2

Peach John Co., Ltd.

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

All
Employees

Full-time
Employees

Parttime/fixedterm
contract
employees

66.7

49.2

50.0

60.2

68.1

–

24.4

53.7

–

Lecien Corporation

10.0

0.0

75.3

79.1

–

Wacoal Manufacturing
Japan Corp.

0.0

2.3

76.9

74.9

97.9

Torica Inc.

20.0

0.0

60.1

58.2

91.9

Nanasai Co., Ltd.

12.0

0.0

69.4

65.8

105.0

Name of Company

Wacoal Distribution
Corp.
Wacoal Career Service
Corp.
Wacoal Art Center Co.,
Ltd.

0.0

–

47.3

81.4

88.7

33.3

0.0

84.6

88.2

–

57.1

–

54.1

54.8

–

Ai Co., Ltd.

55.6

–

52.2

75.1

67.1

(Notes)

1.
2.

3.

4.

Supplemental
Explanation(Notes 3, 4)

The figures shown have been calculated pursuant to the provisions of the Act on the Promotion of
Women’s Active Engagement in Professional Life (Act No. 64 of 2015).
The figures shown are the ratio of male employees who have taken “childcare leave, etc.” as set forth inParagraph 1, Article 71-4 of the Ordinance for Enforcement of the Act on Childcare Leave, Caregiver
Leave, and Other Measures for the Welfare of Workers Caring for Children or Other Family Members(Ordinance of the Ministry of Labor No. 25 of 1991) pursuant to the provisions of the Act on Childcare
Leave, Caregiver Leave, and Other Measures or the Welfare of Workers Caring for Children or Other
Family Members (Act No. 76 of 1991).
To conform to figures released under the Act on Promotion of Women’s Participation and Advancementin the Workplace, figures of Wacoal Corp. including those of the Company have been disclosed for eachindicator.
Of full-time employees of Wacoal Corp., “Differences in Wages between Male and Female Employees”
in “Managerial Positions,” “Career-track Positions” and “Sales Positions” is as follows. Details of“Differences in Wages between Male and Female Employees” are provided in “II. Operating and
Financial Review and Prospects, 2.【Sustainability Approaches and Initiatives】, (3) Human Capital.”(%)
All Full-time
Employees
Wacoal Corp.

Of Which
Managerial Positions

50.0

93.2

12

Of Which Careertrack Positions
70.0

Of Which Sales
Positions–II. 【Operating and Financial Review and Prospects】
1.【Management Policy, Business Environment and Management Issues】
The group’s management policy, business environment and issues to be addressed are described as follows.
Any forward-looking statement contained below is based on our judgments of our group as of the end of thecurrent fiscal year. These future expectations and projections are subject to various factors and uncertainties, and may
differ from actual outcome or results.
(1)

Group Philosophy (Mission, spirit of foundation)
Our group, with the Company as its pure holding company, has been operating innerwear business and otherbusinesses primarily in Japan, the United States, Europe, China and Southeast Asia with the goal of “contributing tosociety by helping people express their beauty.” In 2022, we have introduced our “Mission,” the social mission
statement we aim to fulfill in today’s society, defined as “committing to the enrichment of the lives of people aroundthe world,” “helping people realize their individuality, and their inner beauty, rather than uniform external beauty,”
and “striving to solve various social issues such as the environment and human rights.” Based on this “Mission” andour “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 growththrough our business activities, at the same time each of our operating companies utilizing its efforts to addresscomplicated and diversified social issues as future growth opportunities.
In addition, our business activities are built upon accumulation of “mutual trust,” the trust built between
people, based on our listening to the voice of each and every one of our customers, and continuously transforming
our business with a sense of humility. We aim to become an indispensable presence in society by building
relationships of mutual trust with every stakeholder, including shareholders, customers, employees, business
partners and local communities, through our continuous endeavors to enhance transparency in corporate
management and to ensure fairness and independence.
MissionWACOAL empowers people with the confidence that comes from looking and feeling their best. As a global
leader, we welcome everyone into our caring community built on mutual respect, diversity, and inclusion.
At WACOAL, we value each person as an individual and believe in nurturing the body and mind so everyone canbe their best.
When people with different backgrounds are empowered to come together and share ideas freely, we as a society
will achieve true harmony.
By continuing to evolve, WACOAL leads the way to a world where kindness, inclusivity, and mutual respect are
the standards, and the future is full of promise for everyone.
“Global Corporate Message”
Comfortable inside. Confident outside.
*“Global Corporate Message” above is our common corporate message shared within our group. For details, pleasesee “About Wacoal Group” on our company website:(https://www.wacoalholdings.jp/en/group/).
Founding Principles

Our Promise
We will contribute to society by helping women express their beauty.
Our Culture
We, the employees and management of WACOAL, will maintain a refined corporate culture based on mutual
trust and will continually strive to make the Company a global leader in the industry.
13

Our Values
1. Create products loved by customers
2. Develop new products that meet the needs of the times
3. Conduct business in a fair manner with a forward focus
4. Build a better WACOAL through better human resources
5. Fear not failure and boast not of success
The Actions of Officers and Employees“Think about the happiness of others”
Do you consider the happiness of people around you, including the customers, suppliers, and employees
coworkers you work with?
“Embrace curiosity and use all five senses”
Have you noticed or discovered anything new lately?
“Consider the reason and purpose”
Do you understand the true meaning and root cause; why and what for?
“Respect diverse opinions”
Do you listen to people’s opinions with humility and have constructive discussions without making
assumptions?
“Make decisions for the future”
Do you act not only for immediate results, but also for a successful future?
“Give it a try first”
Do you give up out of fear of risks? Do you support people who take on challenges?
“Work together”
Do you strive for great success through teamwork and collaboration?
“Act with honesty and responsibility”
Do you communicate appreciation for others? Do you have blameless problem-solving approach?
(2) Medium- and Long-term Business Strategy frame “VISION 2030”(ⅰ) Background of the formulation
With the aim of putting the WACOAL Way into practice, we have formulated “VISION 2030” by backcastingfrom long-term goals while keeping in mind the issues of our business, customer values, and changes in society andthe environment. Based on this vision, our 2030 goal is to evolve and grow into a “Global Wacoal Group” bycapitalizing on quality and our heightened sensibility to provide each customer with physical and emotional beautyand enrichment. In achieving sustained growth and enhancing enterprise value, we will improve domestic
profitability and expand our business areas, expand overseas businesses and transform them into highly profitablestructures, strengthen the Group’s management capabilities, and shift to more capital-efficient management.
(ii)

Overall picture

Corporate vision:

evolve and grow as “Global Wacoal Group” by providing both physical and emotional
beauty and richness to individuals through high sensibility and premium quality

Definition of “Global Wacoal Group”






All stakeholders have a high level of trust in the group’s products, services, and initiatives relating tosocial issues
We develop on a global scale with a competitive edge by making full use of the group’s human resources,
assets, know-how, and networks
We continue creating new customer experiences with our innovative, high-quality products and services,and thus continue enriching and beautifying the lives of our customers around the world
Our employees all around the world understand the group’s goals and mission and work to make them areality without being bound by conventional thinking or the past14

Business domain:

widen and deepen the fields of “beauty,” “comfort” and “health” with new products andservices supported by our “high sensibility and premium quality”

Implementation policy: To implement the following priority strategies for business expansion and profitability
improvement, strengthening of our management base, and others to promote sustainability
management that aims to achieve both resolution of social issues and sustainable growth
Key indicators (fiscal year ending March 2031):
270 billion yen(Percentage of sales from overseas operations is 40%)

Revenue(Reference) Group sales including unconsolidated joint ventures

340 billion yen

Operating profit (margin)

27 billion yen (10%)

ROE

10%

Priority strategies:
Priority strategies
Improve domestic
profitability and expand ourbusiness areas

PromoteSustainability
Management

Expand overseas businesses
and transform them into
high-revenue structures

Strengthen the Group’s
management capabilities

Shift to more capitalefficient management

Materialities (material issues)
Grow steadily in Japan and create new businesses in the health area
・ Restore our domestic market shares by promoting our customer experiencestrategy
・ Expand the areas we do business in within the beauty, comfort and healthfieldsContinue expanding in areas we have entered and grow in the European andIndian markets
・ Strengthen digital marketing to acquire new customers
・ Strengthen customer relationship management to make existing customers
loyal・ Strengthen brand investment in new markets
Strengthen the Group’s corporate governance and develop and utilize diverse
human resources and establish both domestic and overseas technology,
production and R&D bases
・ Redefine our quality standards, make sewing factories into smart factories,
and pursue production and shipping efficiency
Continuously generate ROE that exceeds capital cost and optimize how we
distribute value to stakeholders
・ Work to achieve ROE of 10% and optimize the capital structure(3)

Revised Medium-Term Management Plan (fiscal year ended March 31, 2024 to fiscal year ending March 31,
2026)(i) Background of the formulation
Meanwhile, in response to the financial results during the fiscal year ended March 2023 falling short of theplan by considerable margin, our group reviewed the medium-term management plan (referred to as “the revised
medium-term management plan” hereinbelow) which was disclosed in November 2023. Under the revised mediumterm management plan, we will implement “business model reforms to improve profitability,” “growth strategy toachieve VISION2030,” “introduction of ROIC management” and “promotion of asset reduction” to make progressin re-developing supply chain management and strengthening our management platform, in order to improve
profitability and capital efficiency and enhance the effectiveness of our strategy. We will also seek to evolve into
Wacoal Group that is capable of offering products and services that can contribute to customers’ individuality on acontinuing basis, by supporting our employees’ taking on challenges and their growth.
(ii) Overall picture
Basic policy:
To shift to a structure that can steadily generate cash to improve the probability ofachieving “VISION2030”

15

Priority strategies:

Business Model Reforms

To work to improve and enhance profitability and capital efficiency, and evolve into a
company that is capable of making necessary growth investment for sustainableenhancement of corporate value and continuing to provide returns to stakeholders
To implement business model reforms (supply chain management reform and cost
structure reform) to recover base profitability
Supply chain management reform
・Implementing SCM* reforms at Wacoal (Japan) to respond quickly to changes in customer
needs and the market environment* SCM: supply chain management
・With the use of digital technology to build SCM linked to demand from the customer’s pointof view, thoroughly selecting and focusing to optimize the cost structure
Cost structure reform・In order to restore Wacoal (Japan)’s basic profitability, a radical cost structure reform will be
implemented
Dealing with unprofitable businesses
・Examine the future ideal state of each business and determine an action plan for thecontinuation, sale, or withdrawal of each business

Growth Strategy

To execute a brand strategy and customer strategy that capitalize on the power of digitaland our strengths, for the next stage of growth
Domestic business:
・To meet diversifying customer needs, we will contribute to the “beauty, comfort, and healthof each customer”
Customer strategies
We aim to improve LTV through personalized customer experiences by using
accumulated digital assets
Brand strategies
Through brand management from a “customer’s point of view,” we develop attractive
brands with clear value
Focus segments
Strengthening strategies tailored to market segments in the innerwear business(reinforcing high premium and affordable markets)
Leveraging our strengths to reinforce our sports and health businesses to maximize
market opportunities
Focus channels
Implementing measures to strengthen the channel for Wacoal EC, other companies EC,
and directly managed stores
Overseas business:
・Amid an uncertain business environment, we will first work to improve our management
infrastructure and execute growth strategies for the next medium-term management plan
Brand strategies
Expanding contact points with new customers by developing and selling new products
based on market analysis in China and other countries in Asia
In Europe and the U.S., we will promote brand strategies to meet the diverse values ofcustomers
Efforts to strengthen EC business
Wacoal EC:
Enriching original content such as membership programs andstrengthening cooperation with physical stores
Other companies EC: Strategically strengthen cooperation with EC marketplaces
Developing emerging areas
Formulating and promoting growth strategies in regions with growth potential, such as
Germany, France and India

16

Introducing ROICManagement

Promoting Asset Reduction

Introducing ROIC management to improve capital efficiency and achieve a robust
corporate structure
・In addition to portfolio management, it is also used as a means of performance management
to accurately measure results, and quantitatively link improvement activities on the groundwith improvements in profitability and capital efficiency expected by investors and otherstakeholders
In order to improve asset and capital efficiency, the Company’s basic policy is to sell any
assets that do not contribute to raising corporate value
・When selling, we will search for investment opportunities that will contribute to businessgrowth, and determine the businesses that should be invested in from the perspective of
ROIC
Reducing inventories
Reducing inventories through business model reforms (supply chain management reformand cost structure reform)
Appropriate disposal of inventory resulting from the withdrawal and consolidation of
unprofitable brands
Reducing strategic shareholdings
Gradually selling the shareholdings that we have agreed to sell
Streamlining real estate holdings
As for real estate that does not contribute to enhancing corporate value, we will proceedwith consideration based on the basic policy of selling

Key indicators (fiscal year ending March 2026):
The revised medium-term management plan aims to achieve ROE of 7% and PBR of 1 time or more in March
2026, its final year, by striving to improve capital efficiency while working to strengthen our responsiveness tochanges in customer needs and our profitability through the execution of business model reforms and a growthstrategy.
Our group has decided to introduce ROIC management to improve capital efficiency and realize robust
corporate structure. We will use it not only for managing enterprise-wide financial targets, but also as a means of
performance management to accurately measure results and quantitatively link improvement activities on the
ground with improvements in profitability and capital efficiency expected by investors and other stakeholders.
Revenue

203 billion yen

Operating profit (margin)

13 billion yen (6.4%)

ROE

7%

ROIC

6% to 7%EPS

200 yen or more

Inventories

・Wacoal Corp.: Inventory turnover ratio of 2.5 times
during fiscal year ending March 2026
・To sell strategic shareholdings worth approx. 30

Strategic shareholdings

billion yen(to reduce to below 10% of net assets by fiscal year
ending March 2026)
・To consider liquidation of real estate holdings that doReal estate holdings

not contribute to enhancement of corporate value inaccordance with the basic policy

Financial policies:
1. To improve profitability through business model reforms and a growth strategy as a top priority, while at thesame time promoting reduction of inventories, reduction of strategic shareholdings, and streamlining of realestate holdings to improve capital efficiency and ROE
17

2. To actively return profits to shareholders to improve capital efficiency, while at the same time prioritizing
investments for future growth
Dividend policy:
Our basic policy on profit distributions to shareholders is to make stable distributions based on consideration of
our consolidated performance, while seeking to increase our enterprise value through active investments aimed at
higher profitability and to increase earnings per share (EPS).
Cash flow allocation (fiscal year ended March 31, 2024 to fiscal year ending March 31, 2026):
During the period of the revised medium-term management plan, we will promote reduction of inventories,
reduction of strategic shareholdings, and streamlining of real estate holdings, while striving to improve profitability
through structural reforms. We will actively return the cash generated thereby to shareholders in order to improve
capital efficiency, while giving priority to investment in growth. We will work to achieve our ROE and ROIC
targets through both business and financial strategies.
(Billions of Yen)

Cash inflow

Net income (excluding impairment losses)

10.0

Depreciation costs (excluding lease liabilities)

20.0

Asset reduction and debt utilization

80.0

Cash generated during the three-year period: Approx. 110 billion yen

Cash outflow

Investment in new / existing businesses

40.0

Returning dividends

15.0

Share repurchase

55.0(iii) Positioning of the revised medium-term management plan in “VISION2030”
The period of the revised medium-term management plan is viewed as a reform period to achieve“VISION2030,” and we plan to improve profitability and capital efficiency by steadily implementing various
measures according to the plan. Further, the next medium-term management plan period and beyond are considered
as a “foundation and growth period.” We will reap the results of reforms to be implemented under the revised
medium-term management plan, and actively make investment for the next stage of growth. We will increase theprobability of achieving the “VISION2030” targets by improving the effectiveness of management through theimplementation of the revised medium-term management plan.

18

(iv) Actions toward management that is conscious of capital cost and stock price
Our group will promote initiatives for enhancement of corporate value under the revised medium-term
management plan which was announced on November 9, 2023. In order to enhance corporate value (improve PBR),
we aim to realize “improved ROE” in excess of capital cost (about 6%) and “improved PER based on the
expectation for continuing and future growth” by steadily implementing various measures set out under the revised
medium-term management plan, and achieve ROE of 10% or more over the medium term.
In response to Tokyo Stock Exchange’s request for disclosure on “Action to Implement Management that is
Conscious of Cost of Capital and Stock Price,” information on our initiatives aimed at improving capital efficiency
as well as targets for ROE, ROIC and others for fiscal year ending March 2026 are published on our website as
below:
https://www.wacoalholdings.jp/en/ir/management/mid_term_plan/
https://www.wacoalholdings.jp/en/ir/library/strategy/files/wacoalpresentation20231117en.pdf(v) Policy for Fiscal Year ending March 2025
For the fiscal year ending March 2025, our group is promoting initiatives for “business model reforms to
improve profitability,” “growth strategy to achieve VISION2030,” “introducing ROIC management,” and“promoting asset reduction” under the theme of “shifting to a structure that can steadily generate cash” inaccordance with the revised three-year medium-term management plan revised in November 2023.
In the domestic business, we have set recovering base profitability as a priority issue and will accelerate cost
structure reform. Since sharp increases in raw materials and other costs are expected to continue due to continuing
depreciation of Japanese yen, we will consider and implement price revisions and additional measures for reducing
costs of sales to minimize such impact. Further, in order to evolve into a company that is capable of responding tochanges in customer needs and market environment promptly and offering products and services that can contributeto customers’ individuality on a continuing basis, we will review our supply chains and promote initiatives forstrengthening the performance management system.
In the overseas business, it is assumed that the unstable business environment will be prolonged due togeopolitical risks, as well as continuing increases in prices and the risk of economic slowdown due to resulting
monetary tightening and other factors. Therefore, while working on the improvement of our management base, each19

of our main companies will continue initiatives aimed at expanding contact points with customers by utilizing
digital to realize growth in e-commerce business.
As announced in “Notice Concerning Share Transfer Involving a Change in Consolidated Subsidiaries (*)” on
May 15, 2024, Nanasai Co. Ltd. (“Nanasai”) is excluded from the scope of consolidation of the Company as a resultof the transfer of shares. The impact of this share transfer has already been factored into the full-year consolidated
results forecast for fiscal year ending March 2025.
Based on the above initiatives, we expect revenue of 183 billion yen, operating profit of 2 billion yen, profit
before income taxes and equity in net income of associated companies of 3.8 billion yen, and net profit attributableto owners of parent of 3.2 billion yen for the consolidated business results for the fiscal year ending March 2025.
Revenue is planned to decrease due to the impact of structural reforms (aggregation of product numbers andwithdrawal from unprofitable stores) at Wacoal and the transfer of the shares of Nanasai despite a positive effectfrom foreign exchange. Operating profit is expected to be 2 billion yen due to impairment loss on goodwill in
relation to Wacoal International Corp. (U.S.) as a result of the business withdrawal and liquidation of Intimates
Online Inc. (“IO, Inc.”) during the previous fiscal year and the reversal of the costs of structural reforms at Wacoal
Corp., in addition to the effect of increased sales resulting from the implementation of the growth strategy.
We formulated our plan for the fiscal year ending March 2025 using the key exchange rates of 145.00 yen to
the U.S. dollar; 191.00 yen to the Sterling pound; and 21.00 yen to the Chinese yuan.
* “Notice Concerning Share Transfer Involving a Change in Consolidated Subsidiaries” of May 15, 2024
https://www.wacoalholdings.jp/en/ir/topics/files/wacoalholdingsnews20240515_6en.pdf
Key indicators (fiscal year ending March 2025):
Revenue

183 billion yen

Operating profit (margin)

2 billion yen (1.1%)

ROE

1 to 2.0%

ROIC

1 to 2.0%

EPS

60 yenInventories
Strategic shareholdings
Real Estate Holdings(4)・Wacoal Corp.: Inventory turnover ratio of 2.28 times during fiscal year
ending March 2025
・To sell strategic shareholdings worth approx. 20 billion yen
・To consider liquidation of real estate holdings that do not contribute toenhancement of corporate value in accordance with the basic policy

Issues to be addressed
The group’s issues to be addressed are described as follow.

(i)

Domestic: To shift to a business model that is capable of responding to diversifying customer needs andshorter trend cycles
We will transform ourselves into a business model that is capable of responding to diversifying customer needs
and shorter trend cycles, to achieve a recovery and expansion in top line which has been gradually declining andrecover our profitability. By reviewing the uniform product mix and delivery style of new products, we will establish
a model that reliably delivers top-selling products to stores to reduce missed sales opportunities. We will also change
to a production system to match the demand situation at the store, from the conventional batch production system, toimprove the supply ratio for top-selling products. With respect to product planning and development, we will shorten
development and delivery lead-time by utilizing existing patterns and reviewing business processes such as planningand development meetings, to accelerate the speed of launching products that capture customer needs and improvesales activities.
(ii)

Domestic: To execute “brand strategy” and “customer strategy” that capitalize on the power of digital andour strengths
20

In order to evolve into a company that is capable of offering products and services that can contribute tocustomers’ individuality on a continuing basis, we will implement customer-driven brand management to develop
highly attractive brands with clear value offered We will also promote customer-driven DX to build deep, broad longlasting relationships with customers and offer optimal customer experience. With respect to customer-driven DX, wewill utilize digital to analyze “customers’ voice” and “sales staff’s knowledge in customer service,” in addition topurchase history data, for use in providing customer experience. Further, we provide highly satisfactory customer
experience throughout at physical stores and online by utilizing 3D measuring service and apps in addition to
consulting service by our sales staff. Our sales staff also post product reviews online. Like these, we will promote
initiatives aimed at improving customer experience from various angles.
(iii) Overseas: Execution of growth strategy toward the next medium-term management plan
In Europe and the U.S., we will promote the product strategy to respond to diverse values of customers, inaddition to continuing to promote the initiatives to expand customer contact points utilizing digital for realizing growthin our e-commerce business and to expand sales areas and channels. In China, although the restrictions on activities
due to COVID-19 were eased, response to changing consumer needs and consumer behaviors from the experience of
COVID-19 has been inadequate and a recovery in profit has been slow. We will realize return to a growth path throughthe selection and concentration of businesses and, at the same time, implement cost structure reforms to increasebusiness efficiency.
(iv) Governance: Improvement of profitability and capital efficiency through strengthening of our corporate
management platform
Our group has decided to introduce ROIC management to improve capital efficiency and realize robust corporate
structure. We will use ROIC not only for managing enterprise-wide financial targets, but also as a means of
performance management to accurately measure results and quantitatively link improvement activities on the groundwith improvements in profitability and capital efficiency expected by investors and other stakeholders.
(v) Other issues
Environment issues such as climate change and human rights issues are becoming increasingly serious, and webelieve they require appropriate response and prevention. Our group will continue promote “sustainability
management” that achieves both “resolution of social issues” and “sustainable growth” through our business activities,
by viewing our efforts to address increasingly complicated and diversified social issues as future “growth
opportunities.” The Company will endeavor to achieve resolving social issues on one hand and sustainable growth on
the other hand through our initiatives for “maximizing the value provided to customers,” “building an organization inwhich each employee can grow and be highly motivated,” “preserving the global environment for future generations,”“realizing a society in which everyone can excel at their roles” and “enhancing governance toward realization ofsustainable growth,” which we have defined as our materiality (material issue) items.

21

2. 【Sustainability Approaches and Initiatives】

Any forward-looking statement contained below is based on our judgments of our group as of the end of
the current fiscal year. These future expectations and projections are subject to various factors anduncertainties, and may differ from actual outcome or results.
(1)

Sustainability Strategy
As environmental issues such as climate change and human rights issues are becoming more serious, there is astrong demand for actions and efforts toward a sustainable society. In addition to responding to the demands ofsociety, our group will strive to enhance our corporate value by promoting “sustainability management” that aims toboth “solve social issues” and “achieve sustainable growth” through our business activities, viewing our efforts toaddress increasingly complicated and diversified social issues as future “growth opportunities.”
It is also important to increase the number of employees who can act with a clear vision of what the company
should be and the company’s mission should be in order to realize the enhancement of our group’s corporate value.
By increasing the number of employees practicing our management philosophy, we will achieve personal growth foreach employee, as well as corporate growth.
(i) GovernanceOur group established the Sustainability Committee in April 2022 to promote “sustainability management” andachieve both “solving social issues” and “sustainable growth” through our business activities. We have alsoestablished 4 subcommittees under the Sustainability Committee in order to strengthen our response to importantsustainability issues. The Sustainability Committee regularly holds a meeting on the same day as the meeting of theBoard of Directors to formulate concrete measures to address sustainability issues, monitor progress and evaluateachievements. The Board of Directors receives reports from Representative Director, President and CEO, who is thechairperson of the Sustainability Committee, and gives instructions regarding our group’s policies and initiatives toaddress sustainability issues. (For the sustainability promotion organization chart, please refer to “IV. 【Informationon the Company】, 4.【Corporate Governance, etc.】, (1)【Status of Corporate Governance】.”)
The Sustainability Committee met 7 times in total out of 17 meetings of the Board of Directors held during the
fiscal year ended March 2024. It primarily shared issues in relation to “reduction in greenhouse gas emissions
resulting from business activities,” “initiatives for realizing a resource circulation society,” “promoting responsible
procurement activities,” and “initiatives for respecting human rights in responsible supply chains, etc.,” set targets
for the period of the medium-term management plan, and discussed and managed progress of specific activities.
Subcommittees:“Subcommittee for Carbon Neutral”
In order to reduce the environmental impact and environmental risk of Wacoal Group’s business activities andto promote voluntary and active environmental preservation activities, it will deliberate on activity policies andinitiatives related to environmental issues, such as climate change measures and reducing the environmental loadof back offices, and strategic investment projects related to environmental preservation, and monitor progress.
“Subcommittee for Resource Circulation”
In order to promote sustainable use of resources and materials in the supply chain, resource conservation
measures, and waste reduction and recycling, and thereby achieve a resource circulation society, it will deliberate
on procurement policies and quality standards for environmentally friendly materials, and monitor the progress ofwaste reduction in production and procurement activities.
“Subcommittee for CSR Procurement”
Being responsible for formulating and checking the progress of Wacoal Group’s CSR procurement plans, itwill accurately grasp the status of compliance with the Wacoal Group CSR Procurement Guidelines and lead theinitiatives to make corrections and improvements continuously, by operating a cycle from monitoring
manufacturing contractors and raw material suppliers through self-evaluation, etc., analysis and evaluation
feedback, correction and improvement plans, to follow-ups.

22

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

PurposeMaximize the value provided tocustomers

Materialities (material issues)
Enhancement of customer experience value by pursuing
personalization
Endeavoring to expand business areas
Deepening of product quality and building of service quality

Employees

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

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

Environment

Preserve the environment globallyfor future generations

Promotion of business activities that reduce environmental
impactSociety

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

Promotion of co-creation innovation to solve social issues

Governance

Enhance governance towardrealization of sustainable growth

Implementation of highly transparent management
Strengthening of the risk management system
Continuous improvement of profitability and capital efficiency(iii) Risk Management
With respect to risks related to the overall management of our group, we have our Representative Director,
President and CEO (Group CEO) acting as the risk management supervising manager, and have established the
Corporate Ethics and Risk Management Committee (the Corporate Planning Department which is the Risk Control
Department acting as an organizer), chaired by our Representative Director, Vice President and Executive Officer
and CFO, to regularly monitor and respond to material risks. The Corporate Ethics and Risk Management
Committee also reports to our Representative Director, President and CEO (Group CEO) who serves as the Chair of
the Board of Directors and the risk management supervising manager, on a regular basis annually, regarding thestatus of operation of our group-wide risk management system. Risks that can be managed by each business unit or
subsidiary are addressed by the relevant organization in the course of its business activities. For details, please see“3. 【Business Risk and Other】 (1) Risk Management System.”

23

Further, with respect to risks related to sustainability issues of our group, the Sustainability Committee and its
subcommittees examine the impact on the entire supply chain, including direct operations and certain upstream anddownstream operations, from a short-, medium-, and long-term perspective. The results are reported to the Board of
Directors, the upper decision-making body, which ultimately identifies and evaluates risks. We assess the materialityof such risks by taking into consideration the degree of potential impact on our business and the likelihood of theiroccurrence as well as the relevance to our business strategies. At the same time, risks are managed throughmonitoring and evaluation of achievement by the Sustainability Committee and each subcommittee.
(Reference) Initiatives on human rights due diligence
We conducted “human rights risk assessment” in October 2023 utilizing the knowledge of outside experts tounderstand potential human rights risks in our group’s supply chain in preparation for the launch of human rights
due diligence. During “human rights risk assessment” we held cross-divisional workshops participated by Directors,
Corporate Officers and the management to discuss on human rights risks in the process from procurement to sales
and consumption, in addition to desktop surveys. We then discussed with third party organizations and identified
human rights themes that need to be addressed by our group on a priority basis. Three human rights themes thatneed to be addressed by our group are as follows.
Human rights theme 1:
Human rights theme 2:
Human rights theme 3:“Continuing understanding of human rights issues in our procurement supply chain”“Improvement of workplace environment for employees in the workplace and sales
staff at stores”“Respect for consumers’ human rights and diversity”

During the fiscal year ending March 2025, the Subcommittee for CSR Procurement and the Subcommittee for
Human Rights, D&I will cooperate to conduct survey on actual situations of rights holders in the procurement
activities and implement dialogue (impact assessment), in preparation for the launch of human rights due diligence as
stipulated by the Human Rights Policy. Further, at the same time as promoting the implementation of human rights
education as stipulated by the Human Rights Policy, we will continue to promote initiatives aimed at respecting
consumers’ human rights and diversity.
(iv) Benchmarks and Targets
In order to promote “sustainability management” and achieve “solving social issues” and “sustainable growth”
through our business activities, we have established the following benchmarks for the “11 materialities (material
issues).” Meanwhile, in response to the financial results during the fiscal year ended March 2023 falling short of theplan by considerable margin, our group revised the medium-term management plan which was disclosed in
November 2023. As a result, we have also reviewed our target values for materialities (material issues). The
numerical targets are scheduled to be disclosed during the fiscal year ending March 31, 2025.

24

Customers: Maximize the value provided to customers
Materialities

Concrete efforts toward the resolution of(Material Issues)

material issues

Enhancement ofcustomer experiencevalue by pursuing
personalization

1

Endeavoring to expand
business areas

2

Increasing of customer connections and learningfrom them to wow other customers

Creation of products that exceed expectations
and are loved

Tackling challenges in new areas to support
customers from every angle

3

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

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

Non-financial targets by 2030

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

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

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

4

5

Materialities

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

Continuous
improvement of
employees’ health andhealth awareness

6

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

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

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

Environment: Preserve the environment globally for future generations
Materiality

Concrete efforts toward the resolution of(Material Issues)

material issues
Fostering environmental awareness among both
employees and consumers

Promotion of businessactivities that reduce
environmental impact

7*

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

Achievement of a decarbonized society

Realization of a decarbonized society andreduction in CO2 emissions

Promotion of waste reduction

Reduction of product disposal rate

Achievement of a society of recycling resources

Increase in rate of environment-friendly materials
used

For details, please see “(2) Response to Climate Change.”25Society: Realize a society in which everyone plays an active role in their own way
Materiality(Material Issues)

Concrete efforts toward the resolution ofmaterial issues

Non-financial targets by 2030
Promotion of breast care activities

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

8

Promotion of cocreation innovation tosolve social issues

Promotion of diversity and inclusion

Promotion of respect for human rights and CSR
procurement activities

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

Governance: Enhance governance toward realization of sustainable growthMaterialities

Concrete efforts toward the resolution of(Material Issues)

material issues

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

9

Implementation ofhighly-transparent
management

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

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

Thorough compliance with laws andregulations and development of an organization
with high ethical standards
10

11Strengthening of therisk management
systemContinuous
improvement of
profitability and capitalefficiency

Strengthening of organizational resilience bysteadily responding to business risk

Execution of management strategies andclarification of roles and authorities

Prevention of inappropriate behavior in corporate
activities and enhancement of complianceawareness among all officers and employees
Review of selection methods and response
policies for major risks, promotion of information
security measures for digital transformation andcommunication technology operations, andenhancement of the business continuity plan
(BCP)
Strengthened management of key performanceindicators and verification of cost-effectiveness toimprove the effectiveness of medium- to longterm strategies
Implementation of business portfolio
management to realize growthEstablishment of an executive structure for timely
and appropriate decision-making

26

(Reference)

Details of Activities of the Sustainability Committee (Subcommittees)

Subcommittee for CSR Procurement:
Purpose and Role

Promotion of CSR Procurement Activities (promoting responsible procurement activities)

3-year Activity Policy(from the fiscal year ended

・ Accurate understanding of social requirements such as “human rights,” “labor practices,”“environment and ethics,” and continuous correction and/or improvement thereof

March 31, 2024)

・ Expansion of factories that are subject to activities with effectiveness and rationality

Details of Activities

・ Expansion of scope of CSR procurement activities

during the fiscal year
ended March 31, 2024

(Started activities for monitoring of raw materials / dyeing factories)
・ Strengthened monitoring for the improved effectiveness of CSR procurement activities

Subcommittee for Human Rights, D&I:
Purpose and Role
3-year Activity Policy(from the fiscal year ended
March 31, 2024)
Details of Activities
during the fiscal year
ended March 31, 2024

Promotion of respecting human rights and D&I

・ Identify human rights risks and formulate a system for conducting human rights due diligence・ Formulate and implement policies to deal with the amended Act for Eliminating Discrimination
against Persons with Disabilities and LGBTQ+ customers
・ Formulate and disclose a roadmap for D&I promotion
・ Identified material risks through human rights risk assessment
・ Started a review with an aim to realize an inclusive sales floor environment* Please see “(2) Response to Climate Change” for activities of the subcommittee for Carbon Neutral and thesubcommittee for Resource Circulation.
(2)

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

27

(i)

Governance
Governance related to climate change is integrated into the governance of our sustainability strategy. For
details, please see “(1) Sustainability Strategy – (i) Governance.”(ii) Strategy
Our group conducts scenario analysis to assess the impact of risks and opportunities related to climate change
issues, sequentially and starting with businesses for which analyzable data is available.
Risks:We believe that the major risks affecting our group’s business, strategy, financial plans, etc. include, among
others, the intensification of extreme weather, such as storms and floods, and increases in carbon pricing.
Opportunities:
Our group is promoting environmentally friendly activities, such as building a manufacturing and sales system
in which few products are discarded. In the future, we will continue to promote business activities with a low
environmental impact, aiming to achieve the “Environmental Goals for 2030.” As environmental awareness is
growing among consumers and society, we believe that business activities like these will be an opportunity to boost
sales for our group.
Scenario analysis based on recommendations of the TCFD:
In accordance with the recommendations of the TCFD, our group conducted a scenario analysis on climatechange during the fiscal year ended March 31, 2023. In the scenario analysis, we examined countermeasures andidentification of risks and opportunities for Wacoal Corp., which has the highest percentage of overall sales in ourgroup, in two hypothetical scenarios in which the global temperature increased by 2°C and 4°C. The scenario
analysis showed that while a rise of 2°C had some positive impacts, such as gaining support from environmentallyconscious consumers, transition risks, such as the introduction of carbon taxes, could have a negative impact on
business. In addition, it was found that a rise of 4°C could lead to physical risks, such as storms, floods, and otherextreme weather, that could have a negative impact on business. We will expand the scope of scenario analysis
sequentially in the future, and we will continue making efforts to enable detailed risk analysis for the entire group.

28

Type of Risk or Opportunity

Small
Large

MediumMediumMediumMediumOpportunity

MediumMediumOpportunity

Increased awarenessof underwear due toclimate change

MediumRisk

Chronic Event

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

MediumIncreased consumer
demand for ourenvironmentallyfriendly products

4℃

Small

Increased electricity
prices due to theintroduction ofrenewable energy

2℃

Small

Increased expenses
due to theintroduction ofenvironmental taxes

Impact*MediumRisk

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

Opportunity

Reputation

Change in
consumerawareness

Risk

Increased
retail prices
forelectricity

Risk

Transition

Policy and Regulations

Introductionof carbon
tax

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

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

・Recognize changes in consumer needs due toclimate change and reinforce the development offunctional products to respond to them

* Impact is assessed by taking into consideration the likelihood of occurrence and degree of potential impact.
Likelihood of occurrence: Degree of potential impact of Large; once or more every three years, Medium; once every three to ten
years, and Small; once every ten years or more
Impact on operating profit: Degree of potential impact of Large; 500 million yen or more, Medium; 100 million yen or more, andSmall; less than 100 million yen(iii) Risk Management
Risks related to climate change are managed by including them in the risks under our sustainability strategy.
For details, please see “(1) Sustainability Strategy – (iii) Risk Management.”(iv) Metrics and Targets
Our group has set its own environmental activity goals for 2030, the “Environmental Goals for 2030” in orderto promote efforts to solve increasingly serious climate change issues and realize a carbon-free society.
Environmental Goals for 2030
i. In-house Emissions (Scope 1 & 2) “Zero” ＜Target: Domestic offices＞
Gradually switch to renewable energy, aiming to achieve net zero in-house greenhouse gas emissions (Scope
1 & 2).
ii. Product disposal “Zero” ＜Target: Wacoal Corp. ＞
Aim for zero discarded products and promote efforts to reduce disposal of waste materials at plants.
29

iii. Environmentally friendly materials “50%” ＜Target: Wacoal Corp. ＞
Increase the percentage of environmentally friendly materials used to 50%, such as switching to recycled
fibers and yarns.
iv. “20% Reduction” in Supply Chain Emissions (Scope 3) ＜Target: Wacoal Business (Domestic) ＞
Promote efforts with partner companies to reduce supply chain greenhouse gas emissions (Scope 3) by 20%.
The amount of CO2 emissions of our group is as follows:(Scope of Domestic Business Offices: Head Offices, Spiral Building, Asakusabashi Building, Kojimachi
Building, Kyoto Building, Shin-Kyoto Building, Moriyama Distribution Center, Fushimi Distribution Center,
Wacoal Manufacturing Japan Corp. (Nagasaki, Kumamoto, Fukuoka, Fukui, Niigata))(Scope of Overseas Business Offices: Vietnam Wacoal Corp., Myanmar Wacoal Company Limited, Guandong
Wacoal Inc., Dalian Wacoal Co., Ltd., Wacoal International Corp. (Dominicana Plant), Wacoal Europe Ltd (SriLanka Plant), A Tech Textile Co., Ltd., and G Tech Material Co., Ltd.)
Scope 1 – Changes in CO2 Emissions (Unit: t-CO2)
Fiscal Year ended
March 2021

Fiscal Year ended
March 2022

Fiscal Year ended
March 2023

Fiscal year ended
March 2024

Japan

1,611

1,736

1,701

1,578

vs Fiscal Year ended March
2020

(10%)

(3%)

(5%)

(12%)

Scope 2 – Changes in CO2 Emissions (Unit: t-CO2)
Fiscal Year ended
March 2021

Fiscal Year ended
March 2022

Fiscal Year ended
March 2023

Fiscal year ended
March 2024

Japan

4,103

4,369

4,179

4,245

vs Fiscal Year ended March
2020

(12%)

(6%)

(10%)

(9%)

Scope 2 – Changes in CO2 Emissions (Unit: t-CO2)
Fiscal Year ended
March 2021
Overseas factories

Fiscal Year ended
March 2022

Fiscal Year ended
March 2023

Fiscal year ended
March 2024

9,282

11,203

–

–

–

–

–

–

vs Fiscal Year ended March
2020* For our overseas business, we started to understand our own emissions (Scope 2) from sewing factories andraw materials manufacturing factories. We plan to disclose the reduction targets by the fiscal year ending
March 31, 2026.
* For details on other environmental data, please visit our website.
/https://www.wacoalholdings.jp/en/sustainability/environment/activities/(Reference) Details of Activities of the Sustainability Committee (subcommittees)
Subcommittee for Carbon Neutral:
Purpose and Role
3-year Activity Policy(from the fiscal year ended
March 31, 2024)
Details of Activities during
the fiscal year ended
March 31, 2024

Realization of Carbon-Free Society (promoting business activities that reduce environmental impact)
・ Domestic: Formulate and implement action plans to reduce greenhouse gas emissions
・ Overseas: Estimate greenhouse gas emissions and formulate targets for reduction
・ Formulated specific reduction plans for 5 business offices with larger degree of potential impact,
to reduce greenhouse gas emissions of business offices in Japan・ Surveyed electricity factors at 9 overseas bases / factories to calculate greenhouse gas emissions atoverseas factories

30Subcommittee for Resource Circulation:
Purpose and Role

Realization of Resource Circulation Society and Promotion of Waste Reduction (Target: Wacoal
Corp.)・ Increase the percentage of use of environmentally friendly materials (to 26% from 17% during the

3-year Activity Policy(from the fiscal year ended
March 31, 2024)

fiscal year ended March 31, 2023)
・ Reduce product disposal: return to 1.1% level (which is the level at fiscal year ended March 31,
2020)
・ Reduce disposal of leftover materials at plants and suppliers (Goal: reduce by approximately 30%
from the level in the fiscal year ended March 31, 2021)

Details of Activities during
the fiscal year ended
March 31, 2024

・ Examined the target percentage of use of environmentally friendly materials during the fiscal year
ending March 31, 2026 with the aim to increase it
・ Reviewed disposal methods with reduced environmental impact
・ Promoted upcycling activities(3)

Human Capital
For our group, which has established the majority of its value chains, spanning from basic research and productplanning and development to materials procurement, production and sales, using the resources within our group,
recognizing “talents” as capital and striving to maximize its value is an important management initiative. We believethat realizing an attractive corporate culture in which each of the employees of our group can work while “being
emotionally fulfilled,” “feeling fulfillment in their work,” and “maintaining motivation” will enable each employee
to maximize his/her potential, produce organizational results such as improved productivity and competitiveness,and eventually lead to sustainable growth.
(i)GovernanceIn developing human resource strategies based on the business strategies of each operating company, thehuman resources department of each operating company takes the initiative in formulating and implementing
specific measures to address human resource issues, monitoring progress, and evaluating and examining the statusof achievement. At the same time, in order to ensure the effective functioning of governance concerning humancapital of the entire group, we regularly monitor the status of initiatives at each operating company, mainly from theperspective of human rights, diversity, equity & inclusion (“DE&I”) and compliance, and provide instructions andrequests as appropriate.
Wacoal Corp., our core operating company, has established the “Human Resources Development Committee,”attended by the President and other Directors, to discuss and formulate policies regarding talent strategies andconfirm the direction of efforts to resolve individual human resource issues.
(ii) Strategy
As the business environment is becoming increasingly uncertain, the strategies related to talents, which willplay a key role in the rapid transformation of the business model, will only increase in importance. In Japan, inparticular, as the working population declines due to the aging of the population and the declining birthrate,competition for talents is certain to intensify more than ever before, and it is therefore necessary to formulate andimplement a talent strategy to be an attractive company. To advance the formulation and implementation of decisive
structural reforms and growth strategy in parallel and at higher speed, the Company will pursue measures that
contribute to further growth of individual employees as well as reforms to create an environment and culture thatenable employees to use their individual strengths, thereby leading to strengths of the organization.
At Wacoal Corp., in parallel with measures to quickly improve profitability, we will promote initiatives basedon the three axes of (i) talent development (supporting career autonomy and providing growth opportunities), (ii)organizational development (strengthening management capabilities to maximize teamwork), and (iii) culture
development (creating systems and mechanisms that support job satisfaction, DE&I and well-being) in order to be acompany that will continue to be chosen over the medium to long term in the aspects of acquisition and retention oftalents. In addition, for beauty advisor positions (sales positions), which account for more than 60% of employees,
unique initiatives are carried out to solve individual human resource issues.
In the Group, employees belong to each operating company (0 employee belongs to the Company), and humanresources strategies and measures are formulated in tandem with individual companies’ business strategies, and31

implemented and verified after consultation and arrangement in each employer-employee relationship. Therefore,
disclosure on a consolidated basis is difficult, and the status of implementing strategies and measurers of Wacoal
Corp., which is the core operating company, are provided at present. On a consolidated basis, we view theenhancement of governance related to human capital of the Group, specifically perspectives of human rights/DE&I
and compliance, as a major issue, and will continue to give consideration so that we will disclose information of theGroup including consolidated companies at a stage where initiatives for these issues are advanced.

32

Human Capital Strategy (Target: Wacoal Corp.)
Conduct “talent development and organizational development for enhancement of the corporate value” andrealize virtuous cycle between “growth of the company” and “investments in human capital and growth of
Basic policy :talents.” Particularly for the current revised medium-term management plan, focus more on initiatives toconnect individuals’ strengths to organizational results, in addition to individual growth, thereby creating apath for virtuous cycle“Autonomous and innovative talents”

What we look for in
our employees

Talents who respect and can embody our management philosophy.
Talents who can rethink existing concepts and current frameworks and innovate with enthusiasm.
Talents who can build good teamwork and contribute to organizational goals.
Talents who can practice healthy and sound lifestyles.
<Direction>
Realization of organizational management by a small group of highly skilled employees = individual
growth x improvement of organizational strength x fostering an attractive culture
Implementing talent development, organizational development and culture reform for medium- and longterm growth while, at the same time, pursuing personnel plan management to improve profitability at an
early stage.
<Priority issues>
 Improve profitability: Continue to implement personnel plan management
・ To confirm the status of staffing by division after the implementation of the voluntary retirement
program, and implement reallocation and recruitment as needed to ensure an appropriate level ofstaffing.
・

Human Capital Issues
based on Management
Strategies

To build the cycle of respective divisions taking the lead in setting and operating metrics to monitor
reasonableness of the staffing level of office workers.

 Return to growth path: Strengthen measure to connect individuals’ strengths to organizational
strengths
・To establish a new program that provides enhanced support to improving expertise specific to eachdivision.

・To contribute to the activation of the organization through work style / workplace reforms.
(Workplace reform to be coordinated with real estate measures for asset reduction)

・To develop an environment which enables employees to exhibit their individuality and capabilities tocontribute to the organization’s results.

 Strengthening of our management base: To develop an environment and foster culture to enable
employees to exhibit their capabilities to the maximum extent, contribute to results and get rewarded
appropriately
・ To consider introducing HR system that is linked to work value and implement (to be gradually・

implemented until the fiscal year ending March 2026)
To conduct engagement surveys on an ongoing basis and analyze correlation with other・

organizational diagnostic metrics in order to improve the precision of measures.
To develop HR-related IT infrastructure / databases which will form a basis to carrying out HRI.

Recruit talents

measures.

Initiatives to
Maximize Human
CapitalII. Support growth (training, reskilling, career development)
III. Strengthen management capabilities
IV. Promotion of DE&I
V.

Achievement of well-being

As a measure concerning “personnel plan management,” which is one of the priority issues, the voluntary
retirement program was implemented in the fiscal year ended March 31, 2024. As a result, while 150 voluntary
retirees were sought, 215 persons applied. The total number of employees after the implementation of the measuredecreased by 187 persons from the end of March 2023, and by 1,325 persons from the end of March 2020, resulting33

in a more appropriate number of personnel in proportion to the business size. As for the workforce composition,compared with March 2024, the number of employees in managerial positions decreased by 57 persons (222→165;
general managers or higher: (20); manager-level positions: (37)) and the average age declined by 2.9 years (44.6
years old → 41.7 years old). Thus, the organizational structure was streamlined and flattened, and an appropriate
generational change was advanced. In addition, the proportion of women in managerial positions also increased by
2.9% (32.2%→35.1%).
To realize organizational operation with a more select group of talented individuals, and to also make atransition to an organizational structure that enables further delegation of authority to work sites, we will promote
growth of individuals and improvement of management abilities in parallel.
Initiatives to Maximize Human Capital
I. Acquisition of talents
The Group believes, just as our predecessors have built today’s corporate group without sticking to theprecedents, that it would be the source of our competitiveness to continue to value a culture of boldness and daring
to take on challenges, and to respect diversity which creates new value by bringing in new ideas. Moreover, underthe environment of the aging of the population and the declining birthrate and the decreasing working population,
we need to focus our efforts on retention of talents as well.
At Wacoal Corp., we are focusing on recruitment of new graduates as well as lateral hires (including recent
graduates and mid-career hires). We plan to continue to use lateral hires for approximately 30% to 50% of the total
number of career-track positions, including management candidates, insufficient global, EC and DX specialists, andother personnel.
Furthermore, among multiple positions, the especially difficult positions to secure talents for are beauty advisor
positions (sales positions). We started the “Work Location Change System for Accompanying the Spouse andNursing Care” as a measure to secure talents in August 2020, and have established a system that enables employees
to continue working even if the employee in a sales position who was hired with the working area limited moves forhis or her own reasons by allowing a change of the work location to his or her new place when certain conditions
are met, (cumulative total of users of the system as of the end of April 2024: 43). In addition, with “BANK (BAAlumni Network),” a network of retirees, which began operation in April 2022, we have established a structure tocontinue relationships even after retirement through provision of various information, support for return to work,
introduction of their friends, and other means (Number of registrants as of the end of April 2024: 87).
Hiring Status of main positions at Wacoal Corp.
Position

Category

Lateral hires
Career-track
New graduates

GenderFiscal Year
ended
March
2020

Fiscal Year
ended
March
2021

Fiscal Year
ended
March
2022

Fiscal Year
ended
March
2023

Fiscal year
ended
March
2024

Male

2

4

1

4

1

Female

6

6

1

6

15

Total

8

10

2

10

16

Male

10

13

7

6

2

Female

13

16

16

10

10

Total

23

29

23

16

12

26%

26%

8%

38%

57%

Lateral hire ratio
Lateral hires
Sales
New graduates

Male

0

0

0

0

0

Female

227

116

8

6

14

Total

227

116

8

6

14

Male

0

0

0

0

0

Female

48

53

25

16

14

Total

48

53

25

16

14

83%

69%

24%

27%

50%

Lateral hire ratio

34

Position

Category

Lateral hires
CreatorTechnical/
Research

New graduates

Male

Fiscal Year
ended
March
2020
0

Fiscal Year
ended
March
2021
0

Fiscal Year
ended
March
2022
0

Fiscal Year
ended
March
2023
0

Fiscal year
ended
March
2024
0

Female

0

3

0

0

0

Total

0

3

0

0

0

Male

0

0

0

0

0

Female

12

7

0

0

0

Total

12

7

0

0

0

0%

30%

0%

0%

0%

GenderLateral hire ratio

Ⅱ.

Support growth (training, reskilling, career development)
Aiming to transform into a company where individuality and strengths of each employee are fully realized, ourgroup provides various training programs to support the growth of each employee by providing learning
opportunities and career advancement support.
<Talent Development>
At Wacoal Corp., we believe that our development as a company is dependent upon efforts to enhance thequalifications of each employee and his/her support. Based on this belief and with the aim of fostering talents who
can put our management philosophy into practice, we support the growth of employees by developing andcontinuously updating training programs that support the development of employees’ careers and professional skills,
as well as self- development support programs to promote employees’ self-study.
The talent development system “WACOAL TERAKOYA,” which began operations in April 2019, was brushed
up. To respond to buying behavior and needs of customers that have changed rapidly through the COVID-19
pandemic, we have been reviewing our education and training systems, thereby developing talents who can keep up
with the future business environment. Under the new development system, the rank-based training program does notprovide a uniform menu but offers options tailored to the growth of individuals. In addition, the “departmental
mastery training program” aimed at enhancing expertise of the organization has been introduced to strengthen
measures that make growth and fulfillment of potential of individuals bear fruit as achievements of the organization.
Furthermore, we will foster independence and diversity and cultivate talents who have knowledge that cannot be
acquired in-house and a broader viewpoint by increasing opportunities to participate in a forum of learning andexchanges with businesses outside our industry on a voluntary basis, thereby increasing innovation. Through these
efforts, we will foster talents who can practice our management philosophy and create new value, to achievesustainable growth of Wacoal.
In developing sales positions, we have been working to improve both “customer service skills (practicallearning)” and “human skills (ethics learning)” to meet more diversified customer needs and ensure customer
satisfaction. Specifically, we have utilized an autonomous learning platform called “GLOPLA LMS (Learning
Management System)” of GLOBIS Corporation since April 2022 to provide growth opportunities and foster
motivation to advance the career. In addition, we established a new course to aim to shift to career-track positions as
an opportunity to subjectively shape the career. As of April 2024, 69 employees in sales positions had chosen thiscourse and worked to further improve their abilities.

35

Examples of Our Talent Development Programs

Name of
ProgramRank-Based
Training
ProgramBusiness
Skills

WacoalAcademyPeriod/No. of
hrs. of training
per person

PurposeHelps employees understand the roles and the mindset expected ofthem in new ranks or positions and gives employees an opportunity
to consider their career plans in the context of the company’s
strategies
Enables employees to learn the skills needed by businesspeople
through exchanges with talents inside and outside the company andto acquire universal business skills usable inside and outside thecompany
Shares in-house knowledge, passes on knowledge, and develops
organizations through training and seminars conducted by in-house

Annual number ofparticipants
Fiscal Year Fiscal year
ended
ended
March
March
2024
2023

1 to 6 days
(depending on
program)

684

530

7.5 hours

61

94

7 hours~

1,217

1,515

2 years

43

and external instructors
Develops globally competent talents who
have international communication skills

Global Talent
Development(the ability to execute duties, language
skills, and the ability to work in andOverseas job
training

understand other cultures), underpinning theincreasing globalization of the business

Self-Study

Supports the autonomous development andenhancement of employee capabilities by

Self-study support
program

–

160

244

providing e-learning content that can bestudied anywhere at any time

Distance learning/Elearning

–

2,138

935

<Reskilling>
At Wacoal Corp., we are working to develop talents through reskilling (relearning) to ensure that ouremployees have the skills necessary for business growth and new business. During the fiscal year ended March 31,
2024, we have launched the operation of an online learning tool as a part of initiatives to raise the level of IT
literacy to improve labor productivity of office work. We develop an environment which enables employees to learn
the latest business trends and technologies. We also support voluntary learning by employees through the operationof a self-development community to enhance the competitiveness of the entire organization.
<Career Development>
Wacoal Corp. has introduced the “Meet My Career Program,” which aims to have employees develop theircareer proactively and positively by expanding the diverse systems and structures for career development and toenhance job satisfaction and revitalize organization by promoting career autonomy. In this program, in addition toconventional self-assessment, career interviews, training / self-development, and transfers, we offer the “Internal
Recruitment Program,” the “Job Challenge Program” where employees can request transfer destination bythemselves, the “Outside Career Change Program” where employees can have experience that cannot be gained inhouse through temporary assignment to companies and organizations outside the Group, and the “Internal Internshipprogram” where employees can experience operations in other departments while continuing to belong to theirdepartment, the Long-term Leave Program, side-work support, and other programs, aiming to encourage employees
to actively practice diverse workstyles, and at the same time, provide opportunities to acquire skills different fromthe existing skills and refine them to promote realization of diverse careers of individuals by systematicallypresenting options for employees to develop their career and potential independently. As for the “Internal
Recruitment Program,” we broaden career options by also targeting group companies, and have a system thatenables both employees and the organization to proactively work on career development and acquisition of talents.
Starting from the fiscal year ended March 2024, we provide new hires for career-track positions with career
training with an eye to mid- to long-term career, not limited to initial assignment, and one-on-one interviews, and36

runs the “Meet My First Career” program which matches new hires with the divisions. Through these initiatives, we
strive to provide mid- to long-term career support and activate the organization while responding to the needs ofyounger generations.
Going forward, we will continue to provide opportunities for employees to widen their career independently,
and work on development of diverse talents.
Number of ApplicantsName of Program

PurposeFiscal Year
ended
March
2023

Fiscal Year
ended
March
2024

18

25

38

42

38

30

5

10

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

Outside Career
Challenge

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

Side-Work

2. Build external networks and acquire new knowledge and skills looking ahead
to future career plans.
3. Work on their hobbies and interests and achieve a diversified lifestyle byearning additional income.
This program supports the continuation of employment by allowing absence for aLong-term Leave
Programcertain period of time “for the purpose of self-enlightenment and selfdevelopment” and “if a spouse relocates or if an employee marries someone wholives in a remote area.”III. Strengthen management capabilities
Profitability has been declining at Wacoal Corp., our core operating company, due to sluggish sales and a cost
structure with a high fixed cost ratio. We are reviewing the business strategies set forth in our medium-term
management plan to return to top line growth and improve profitability. In order to enhance management
effectiveness, it is an extremely important issue to strengthen management capabilities to make accurate and fast
decision-making and contribute to organizational achievements. We will, once again, work to cultivate, develop andappoint management talents based on the succession plan. We also recognize that it is essential to foster a healthy
feedback culture from the perspective of strengthening organizational capabilities. We will promote efforts to secureand develop management talents who can realize our vision, implement our strategies, and motivate members tolink individuals’ strengths to organizational results.
<Development of Management Talents>
During the fiscal year ending March 31, 2025, we plan to continue to provide trainings for the senior
management as part of measures to disseminate our group’s management philosophy, and for all managerial
positions, to promote diversity as a source of innovation and to acquire basic knowledge of psychological safety,
which is a foundation of organizational development, and unconscious bias.
We will also establish opportunities for information-sharing and dialogue with general managers on a periodic
basis, to share talent development policies and support methods, etc. with respective operations divisions as needed
to facilitate talent development by the departments / divisions and to increase the accuracy of the human capital
strategy.

37

<Review of Evaluation System>
While increasing the diversity of talents, we are building a more productive organization with a small numberof highly skilled employees. In addition, we are reviewing, as needed, our systems and operations to achieve “fairevaluation and treatment” which forms the basis for such efforts. By fostering a culture of feedback and enhancing
the level of acceptance of evaluation results, we aim to strengthen our organizational capabilities. In the fiscal year
ending March 31, 2025, we plan to change the evaluation structure and system entirely.
Particularly with regard to sales positions, as the number of staff managed per manager exceeded 100, it was an
issue that sufficient opportunities for dialogue could not be provided. We have operated the “Evaluation Advisor
System” at full scale since April 2021, and fostered a culture in which leaders (such as supervisors, store managers
and assistant managers) provide feedback to each other by delegating responsibilities and authority for evaluationand talent development to them, and implementing 360-degree evaluation of the leaders, etc. We will newly create apost of “Area Managers” in April 2024 to further promote the delegation of authority, and push forward theestablishment of a structure where talent management at the work-site level functions effectively.
<Review of Treatment System>
We have developed a treatment system linked to the role size (work value x job size) of each position of the
management jobs, in response to the expanded scope of authorities and responsibilities as a result of streamlining of
the organization. By varying role-based pay of managers, which was previously uniform, according to the role size,
it aims to improve the level of satisfaction and engagement of employees and help with individual careerdevelopment. We also created a link with the direction of management and business strategies, established the newroles of “Brand Manager,” who supervises a main brand, and “Growth Strategy Director,” who leads a growth
segment, and realized treatment corresponding to the size of a role to be assumed, including “Area Manager”
mentioned above. In addition, in order to realize balanced treatment based on results and performance, we initiated areview on personal allowances and benefits to re-distribute funds generated from revisions and abolishment to all
employees.
IV.

Promotion of DE&I
Our group is building a sound corporate culture and a strong management structure by pursuing a system thatenhances the job satisfaction of each employee, while at the same time by ensuring the quantitative and qualitative
appropriateness of human resources. We aim to create a work environment that is receptive to diverse talents andvalues, deepens relationships of mutual trust and that allows each employee to perform to the best of his/her ability.
We will continue to expand the diverse career paths and work options, and will implement talent measures that will
enable us to take advantage of the diversity of employees in organizational decision-making for a rapidly changing
market, such as by promoting an introduction of a new personnel evaluation system.
<Empowerment of Women>
As many of our employees at Wacoal Corp. and customers are female and we need to reflect more diverse
viewpoints in its management decision-making, Wacoal Corp. considers the empowerment of women’s involvement
and activities as an important management goal. Therefore, Wacoal Corp. has established a workplace environmentthat is appropriate and in line with women’s unique life stages, promotes more flexible work styles, and has
instituted a system for promotion and advancement based on ability and performance, regardless of gender or age.
In February 2021, Wacoal Corp. received the “Eruboshi Certification” from the Ministry of Health, Labor andWelfare of Japan, having been recognized as a company that has made effective efforts to advance women’s
participation.
<Promotion of Women in Managerial Position>
Wacoal Corp. formulated a general employer action plan based on the Act on the Promotion of Women’s Active
Engagement in Professional Life, under which we have been aiming to increase the percentage of women in
managerial position (section manager and higher level) to 30% or higher by the end of fiscal year ending March 31,
2025. Now that the percentage of women in managerial position (section manager and higher level) has risen to 32.2%
and 35.1% as of March 1, 2024 and May 1, 2024, respectively, achieving the target ahead of the deadline, we are
currently in the process of formulating a new general employer action plan. Since the percentage of women indepartment head / general manager and higher level, who is involved in more important decision-making, is still low
38despite the percentage of women in managerial position’s exceeding the 30% mark, we will work to increase thepercentage of women in managerial position of department head / general manager and higher level.
We will continue to identify talents with a high aptitude for leadership from an early stage, regardless of gender,and further promote the provision of training opportunities to candidates for managerial positions, in order to reflect
the values of diverse talents in management decisions. We will also develop talents capable of being in charge ofmanagerial and executive positions by supporting the autonomous growth of employees, encouraging them to gain
experience in a variety of businesses and positions, and continuously working to foster career awareness.
(For details, please visit our website.): Action Plan Based on the Act on the Promotion of Women’s Active Engagement in Professional Life
https://www.wacoalholdings.jp/en/sustainability/resource/diversity/: ESG Data Book (Diversity & Inclusion etc.)
https://www.wacoalholdings.jp/en/ir/library/esg_presentation/: (Website of Ministry of Health, Labor and Welfare) The Database on Promotion of Women’s Participation
and Advancement in the Workplace – Wacoal Corp.
https://positive-ryouritsu.mhlw.go.jp/positivedb/detail?id=284 (Japanese only)<Differences in Wages between Male and Female Employees>
The difference in wages between male and female employees, one of the metrics for empowerment of women,
is 49.2% (full-time employees: 50.0%, part-time and fixed-term employees: 60.2%, career-track positions: 70.0%
and managerial positions: 93.2%) at the Company and Wacoal Corp. At the Company, there is no wage differential
due to gender for the same role. Therefore, the difference at the Company and Wacoal Corp. is due to (i) men
accounting for approximately 65% of the managerial positions, (ii) the ratio of female employees in career-track
positions, especially in the hiring of new graduates, having been increasing year by year, resulting in a higher ratioof female employees among employees who are below managerial positions and have been with the company for 10
years or less (10 years or less: 134 employees or 56.3%; over 10 years: 38 employees or 35.2%), and (iii) womencomprising an overwhelmingly higher proportion of employees in sales-related jobs than the relatively higher-paid
career-track positions.
In addition to our existing efforts to increase the ratio of women in new graduates and mid-career hires forcareer-track positions, we will ensure promotion based on capabilities, regardless of age and gender, to increase theratio of women in the managerial positions and executive positions in order to close the gap in wages between maleand female employees.
<Promotion of Foreign Nationals to Managerial Positions>
Our group, as a corporate group operating in countries and regions around the world, appoints local talents tothe positions of representative (president) and key managerial positions in each of our overseas entities, including
the U.S. and Europe. The representatives (president) of Wacoal Hong Kong Co., Ltd. and Philippine Wacoal Corp.
are served by female. We will continue to hire diverse local talents regardless of nationality and promote them to
key managerial positions in order to expand our business from the customer’s perspective and strengthen ourcompetitive advantage in the overseas markets.
<Work-Life Balance>
Wacoal Corp. is developing workplace environments that enable employees to lead fulfilling lives and to makethe best use of their skills. For example, as part of our initiatives to help employees to balance work and child-rearing
commitments, we are working to establish programs and culture with a view to creating an environment that is easy
and rewarding to work in not only for employees with child-rearing commitments but also for coworkers who support
them. Further, we formulated an action plan based on Japan’s Act on Advancement of Measures to Support Raising
Next-Generation Children and implemented measures to achieve the targets, which resulted in “Platinum Kurumin”
certification in addition to the third “Kurumin” certification in 2018. We plan to continue to create a mechanism thatallows employees to use their time flexibly so that they can be actively engaged with not only work and family but
also society to increase the diversity of their individual experiences and skills, thereby creating innovation at work.

39

<Employment of People with Disabilities>
Our group is working to improve the working environment and provides work support by conducting training sothat everyone is able to work proactively, and through individual interviews to listen to their opinions. In addition, we
actively cooperate with external support organizations to gain experts’ knowledge to provide retention support. In
February 2018, Wacoal I Next Corp. was founded to promote the employment of people with disabilities and to create
opportunities for their active participation. In December 2018, the company was certified as a special subsidiary under
the Employment Promotion Act for Persons with Disabilities.
Wacoal I Next Corp. has adopted flexible working styles that facilitate the development of skills of individual
employees without limiting the scope of the work, such as “multi-tasking” where an employee is responsible formultiple tasks, and “work sharing” where multiple employees undertake parts of a larger task, with the aim to createa workplace where each and every employee can have a sense of fulfillment and growth. It is necessary for a company
to satisfy legal employment quotas; however, we don’t see those as just numerical targets. Under the mutual trust
advocated by Wacoal, we will contribute to the realization of a society that takes advantage of diversity by working
as the group to create a workplace where everyone can play an active role for development.
For information on the employment of people with disabilities and the reemployment system, etc., please visit
our website:
https://www.wacoalholdings.jp/en/sustainability/resource/diversity/<Responses based on policies for serving diverse customers>
From the fiscal year 2024, we will clarify policies for serving diverse customers (creation of an inclusive sales
floor environment) and express Wacoal’s stance on facing initiatives for respect of human rights. To this end, we
have started internal educational activities of “businesses and human rights” by holding explanatory meetings
targeting managerial positions in the sale department and role-appointees.
Ⅴ.

Achievement of well-being
In order to achieve “to evolve and grow as “Global Wacoal Group” by providing both physical and emotional
beauty and richness to individuals through high sensitivity and premium quality” as addressed under our medium tolong-term strategy framework “VISION 2030,” it is essential to increase the satisfaction of our employees, who are
key stakeholders, and to improve the productivity of the organization as a whole.
At Wacoal Corp., we believe that improving the job satisfaction and happiness of each employee is the driving
force to achieve high productivity, and we will implement initiatives to achieve well-being to improve employee
engagement.
<Promotion of Diverse Working Styles>
We are promoting initiatives at Wacoal Corp. that seek to raise awareness and change behavior on how toincrease labor productivity through a combination of promotion of flexible hours, introduction of a “super flexible
time” system, and operation of a location-based employment system. While promoting organizational reforms
which emphasize on performance and achievements, we are focusing on creating a corporate culture that respects
each individual as a business partner by recognizing diverse opinions and values. Remote work has been adopted
rapidly as a measure to prevent the spread of COVID-19. Since April 2024 we have been utilizing remote work as“a work style to maximize the achievements and performance,” while requiring certain attendance with a view toenhancing communication. We will continue to promote work style reforms to improve labor productivity andprovide further flexibility in each individual’s use of their time.
REBORN Project to reorganize the business offices in Kyoto area is currently in progress. Aiming for aworkplace that creates co-creation and transformation and accelerates value creation, we will transform not only
offices but also work styles so as to enable open communication beyond the boundaries of organizations and floors
as a new work style of Wacoal.
<Health Management>
Viewing the health of employees as an important asset for sustained growth, Wacoal Corp strategicallypromotes the health management by working together with the health insurance society and labor union as a trinity.
One of the material issues set forth in VISION 2030 is the continuous improvement of employees’ health and healthawareness. Our goal under the newly formulated Wacoal GENKI Project 2025 for promoting health management is40

to improve the physical and mental well-being of employees, leading to increased productivity and improved
employee engagement. While continuing with various health maintaining countermeasures to address lifestylediseases and cancer, we will step up on our efforts for improvement in mental health of employees in sales-related
jobs and health issues of female workers which have been particularly important issues. Furthermore, Wacoal
Holdings Corp. has been selected as an Excellent Enterprise of Health & Productivity Management (White 500) foreight years in a row since 2017.
For information on Wacoal GENKI Project 2025, please see our website.
https://www.wacoalholdings.jp/en/sustainability/resource/wellbeing/(iii) Risk Management
Risks related to human resources are managed with the risks under sustainability strategy and overallmanagement. For details, please see “(1) Sustainability Strategy – (iii) Risk Management.”(iv) Metrics and Targets
Initiatives to
Maximize Human
CapitalHuman Capital Issues
based on Management
Strategies

I.
Recruit, train andpromote talents whowill be responsible forthe company’s growth

Acquisition oftalents
II. Support growth(training,
reskilling, careerdevelopment)

Metrics and Targets (KPI)
Metrics

Targets

Status of lateral hires(career-track positions)

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

Investment costs intalent development andtraining
Number of participantsin programs and hours
invested in learning (ascompared to working
hours)
Number and percentageof employees
reassignment throughinternal recruitment and
Job Challenge
Degree of achievementof proactive careerdevelopment

41

Results for the fiscal
year ended March 31,2024
Total number of hires: 28
Of which lateral hires are
16 persons (57%)

Not yet formulated (to be
formulated during fiscal
year ending March 31,
2025)

–

Not yet formulated (to be
formulated during fiscal
year ending March 31,
2025)

–

To obtain 60% or higher
positive responses forquestions related tocareer achievement inengagement survey

An environment where avariety of career options
and opportunities to takeon challenges areprovided and can beutilized: 44.2%

Human Capital Issues
based on Management
Strategies

Initiatives to
Maximize Human
CapitalImprove management
capabilities to connect
individuals’ strengths
to organizational
results

Metrics and Targets (KPI)
Metrics

Targets

Contribution ofmanagement that leads tosustainable growth

To obtain 60% or higher
positive responses forquestions related topotentials and future
prospects in engagement
surveyFoster a feedback culture To obtain 60% or
higher positive
responses forquestions related toapproval/praise andfair evaluation in
engagement survey

Ⅲ. Strengthen
management
skillsFoster organizational
culture of highengagement andpsychological safety

IV. Promotion of
DE&I
V. Achievement ofwell-being

KPI achievements underWacoal GENKI project2025
Employment of people
with disabilities

42

https://www.wacoalholdi
ngs.jp/news/files/news21
1203.pdf(Japanese only)
Statutory employment
rate of 2.5% for fiscal
year 2024

Results for the fiscal
year ended March 31,2024
 Find the company has
potentials: 29.4%
 Future-oriented
management: 43.9%
 Future-oriented
department heads /general managers andmanagers: 51.6%
 I have been recognized
and/or praised forgood job bysupervisors or
someone in theworkplace during thepast week: 38.8%
 Someone in theworkplace has spoken
to me about myprogress during thepast six months:
46.4%
 My capabilities andachievements areevaluated properly:
50.6%
Results for fiscal year
2023 are being compiled.
2.59% (as of March2024)

3. 【Business Risk and Other】
In our Risk Management Basic Rules, “risks” are defined as “all factors that may hinder the achievement of thebusiness objectives of our group.” Further, “risk management” is defined as a series of measures aimed at continuing
improvement by identifying and assessing risks and engaging in activities to mitigate risks (risk management during
normal times), and prompt response to emergencies such as material problems and/or incidents in relation to
management (risk management in emergency).
In accordance with the Rules, we recognize risks, assess the likelihood of their occurrence and degree of potential
impact, set priorities and decide on how to address them, to engage in activities to mitigate the possibilities of suchrisks’ materializing to the extent possible. In addition, we take risk management measures that are designed tominimize the impact of such risks on stakeholders including communities and society by responding promptly to any
problems and/or incidents that may occur if such risks materialize.
(1)

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

43

(2)

Business Risk Factors
Among matters related to “II. Operating and Financial Review and Prospects” described in this report, majorrisk factors as identified by the management that may significantly impact the financial position, results of operationand cash flows within group, and their countermeasures are as follows. Forward-looking statements in this report
are made by our group based on information available as of the end of current fiscal year.
In addition, as described above, the Corporate Ethics and Risk Management Committee presents risk items thatare identified / evaluated as having a significant potential impact on the management of our group for approval as“Group’s Material Risks” to the risk management supervising manager (our Representative Director, President andCEO (Group CEO)) for approval. In the below diagram, ★ indicates a risk related to “business environment andstrategies,” and ■ indicates an “operational” risk.

44

(2)-1 Risks related to business environment and strategies
 Risks related to changes in market structure Probability of occurrence: High Degree of potential impact: Large
 Risk details
A decline in the number of large-scale retailers and commercial facilities, including department stores and massmerchandisers may significantly impact our group’s business performance, which has a large share of sales fromdepartment stores and mass merchandisers. In addition, a decrease in consumer contact points (physical stores)
may affect a decline in brand recognition and a decrease in consumer’s willingness to purchase. The change in themarket structure may result in restructuring of existing business platforms, or changes in sales policies, which may
affect our group’s business performance.
 Countermeasures
The retail market is undergoing structural change (expansion of online markets such as online malls and flea marketapps), and the sales share of wholesale outlets such as traditional department stores, mass merchandisers, andspecialty stores is expected to gradually decline.
In Japan, we have built a customer-driven comprehensive brand management system that covers from production
through sales and are making concentrated investment of our management resources in 8 core brands: ((i) Wacoal,(ii) Wing, (iii) AMPHI, (iv) CW-X, (v) Salute, (vi) Yue, (vii) WACOAL MEN, and (viii) Wacoal Size Order), withthe view to developing core brands and expanding e-commerce business. At the same time, we cut acrossdistribution channel categories to achieve centralized management of our customer data to promote our CX
strategies that enhances the value of customer experience as lifetime value (“LTV”) that corresponds to the needsof each customer by utilizing various distribution channel categories. Going forward, we will continue to balance
between the enhancement of personalized services at our physical stores with the reinforcement of stress-freecoordination of personal information for our online sales.
In overseas market, we aim to improve the customer experience in fitting that our competitors cannot imitate bydeveloping unique services that involve integration of offline and online customer experiences while continuing
to focus our efforts on increasing our brand recognition in individual countries and regions. We are also accelerating
DX in individual countries and regions to improve the LTV of our customers and aiming to increase the ratio of ecommerce sales to total sales to over 50% by fiscal year 2030 (fiscal year ending March 2031).

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Risks related to increase in procurement prices

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



Risk details
The structural changes in the supply chain may cause an increase in purchase prices due to an increase in raw
material prices, a higher labor costs in production regions and higher transportation costs, and may affect ourgroup’s business performance.
 Countermeasures
In the procurement of materials and production of products, we are increasing our emphasis on procurement andproduction in ASEAN countries and regions led by Vietnam, while appropriately matching both quality and cost
aspects. In addition, we are working to minimize the number of material varieties to the extent possible in theplanning and designing stages of products on the premise of consolidating materials and colors, expand ouroverseas suppliers for materials, and minimize the number of products, materials that end up in landfills, andimprove production efficiency through the introduction of labor-saving equipment. We are working to make our
product inspection process and materials quality standards simplified and more appropriate, and increase
production lots and improve work efficiency by reorganizing our core brands.
Meanwhile, the domestic sewing company that was consolidated in April 2022 aims to both strengthen ourcompetitive superiority and improve business efficiency by continuing to build a flexible production management
system that responds to changes in the external environment while inheriting the high level of sewing technology inJapan. At the same time, it is working to enhance our business effectiveness by playing a role in realizing genericuse of new technologies and new facilities at plants within our group and providing technical support, anddeveloping a comprehensive production system that is capable of catering to short delivery time, high complexity,
and small-lot sizes.

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Risks related to changes in competition/competitive environment
Probability of occurrence: Medium Degree of potential impact: Large
Risk details
In domestic and overseas markets, as competitors, low-priced products and new entrants from other industries
intensify the competition in the market, we may fail to make appropriate proposals in terms of products, services,
advertising and sales promotion, and business category development, which may result in a decline in brand recall/ recognition and a loss of sales share, and a decline in business performance in a long-term.
Countermeasures
Increase in a competition will lead to lower prices, increased advertising costs, and reduced sales and market share,
which will significantly impact the business, performance and financial position of our group.
In order to improve profitability and return to a growth trajectory at Wacoal Corp., we believe it is essential tocontinue to offer products and services that draw out customers’ individuality and empower them, by making useof our competitive advantages such as customer database accumulated over many years, research and knowledge
on a wide range of body types, manufacturing technology that realizes comfort, and organizational capability toprovide services tailored to personalized needs, combined with digital technology, based on our customer-oriented
strategy.
In addition to concentrating on focus segments such as high-premium, affordable and sportswear markets andincreasing focus on e-commerce and our directly-managed stores, we are striving to develop brands that are loved
and enhance trust in our brands, and create bonds that will lead to “deep, broad long-lasting” relationships withcustomers.
Furthermore, in the overseas business, in addition that we work on the development and sales of new products
based on market analysis of China and Asian region to expand contact points with new customers, we in theEuropean and U.S. markets continue to invest in growth in our businesses to differentiate ourselves fromcompetitors by promoting the group’s unique and distinctive brand development and product strategy that responds
to customers’ diverse values. At the same time, we are actively making growth investment for the emerging
countries in which growth potential for our group can be confirmed.
Risks related to changes in consumer values
Probability of occurrence: Medium Degree of potential impact: Large
Risk details
Our brand strategy, products, or services may not match to the changes in consumer values and we may fail toattract customers or may lose customers, resulting in a decline in business. In addition, failure in brand management
and marketing mix may result in unsuccessful attraction of younger generation of customers, while defection ofexisting customers may damage our brand value.
Further, as import prices of raw materials and products increase due to soaring resource prices, higher wages andchanges in the foreign exchange market, if we fail to realize the provision of customer value that corresponds tothe prices of products, it may result in a failure to acquire new customers and/or a loss of existing customers.
Countermeasures
We consider all activities that create value for our customers as “marketing,” and are promoting our efforts toenhance lifetime value (LTV) through a series of customer experiences that leads to us as their inevitable choice.
We have moved away from the old-fashioned orientation of product purchase, and have been working to build asystem in which customer data is integrated and linked at all points of contact with our customers, both at physicalstores and online, to create a connection with our brand, providing value to the customers’ series of actions andoffering products and services that empower out customers’ individuality, thereby creating long-lasting
relationships and lifelong customers. In terms of brand management, we are organizing and consolidating our eightcore brands, and by concentrating and selecting brand communication and marketing costs linked with suchapproach, we expand both the quality and quantity of our messages to our customers. At the same time, we arestrengthening our efforts in sustainability activities to enhance and establish our reputation with society and otherstakeholders.

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Risks related to development of new markets and customers
Probability of occurrence: Medium Degree of potential impact: Large
Risk details
In light of a relative decline in customers’ interest in innerwear and fashion and the shrinking domestic market due
to a decline in population and fewer children with an aging society in Japan, our group is working to develop newmarkets by developing overseas markets and entering into new business categories and fields. However, if we failto respond to consumers’ values which are likely to diversify further and to generate planned outcome, it may
affect our group’s business performance.
Countermeasures
In domestic market, we are struggling to acquire new customers due to lack of developed products and marketingmeasures that can stimulate purchase motivation among potential customers who have little contact with ourbrands, particularly the young and those oriented for products at affordable prices. We examine a series of customer
experiences and purchasing behavior (customer journey) to promote an initiative to re-consider how to be an
inevitable choice by customers, and are also working to re-design our brand portfolio with clearer values offeredto customers and strong consciousness for expanding customer base, targeting the young and those oriented for
products at affordable prices. On the other hand, our efforts to strengthen retention marketing to existing loyal
customers are steadily yielding results, and we are able to build ever deeper bonds with them as loyal customers.
We will prioritize and further focus our efforts on maximizing LTV, which can be realized as the value offered byour group, by expanding our wardrobe assortment for our loyal customers.
In the United States, we seek to grow the entire e-commerce business by investing in digital marketing
aggressively, aiming for business growth of the brand portfolio developed by the group, including Elomi, beyond
Wacoal brand. During this fiscal year we promoted the development and strengthening of a system that underpins
future growth in e-commerce, including logistics infrastructure. We also implemented measures such asenhancement of personalized services based on purchasing history by strengthening CRM, to increase engagementof existing customers, at the same time as acquiring new customers. In China, in the e-commerce market wheremiddle class is the main purchasing group, we will continue to focus on acquiring new customers and converting
existing customers into loyal customers while working to strengthen offline and online coordination and CRM
strategies. For Germany, India and other markets where the scale of our group’s operation is still small despite thelarge number of middle-income consumers, we are making strategic investments because we see these markets as
having significant room for future expansion.
Risks related to securing and/or developing human resources
Probability of occurrence: High Degree of potential impact: Medium
Risk details
If we fail to secure and/or foster personnel especially for manufacturing (planning, technical and R&D
capabilities), IT and digital, sales representative, personnel specialized in the area of management of foreigncompanies, we may not achieve future growth or gain advantages against competitors, which may adversely affectour group’s business performance.
Countermeasures
Our group hires and retains necessary personnel by implementing new recruiting methods such as job-focused
employment and develops human resources through group lectures and online professional expertise training, andenhances opportunities for onsite training through our on-the-job training, overseas training programs and crossindustry learning conducted jointly by other companies. In addition to expanding mid-career hires, we are also
focusing on hiring based on referrals in an effort to revitalize our group by securing a diverse workforce.
Further, in order to realize balanced treatment (compensation system) based on professional duties and roles,
including the implementation of revisions to starting salaries and increases in base salaries, we are promoting
institutional reforms that make clear our stance to invest in human capital such as profit-sharing payment whentargets are achieved, treatment according to work value and achievement, and a review of role-based pay to secure
human resources who play a central role in our businesses and create future value.

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(2)-2
Operational Risks
 Risks related to information system availability failures
 Probability of occurrence: High Degree of potential impact: Large
 Risk details
In the event business continuity becomes difficult due to errors or delays in system development, or failure of
critical systems, we may lose the trust of all stakeholders, including our business partners and customers. If thecore system or e-commerce website become inaccessible due to malicious attacks from outside or natural disasterdamage, or if confidential information is leaked from file servers or employee’s PCs, our business may be adversely
affected.
 Countermeasures
The Company prescribes “Basic Policies on Information Security,” “Regulations on Information Security Related
Organizations and Responsibilities” and others to promote understanding of the necessity and responsibility of
information protection among all employees. We have established the Subcommittee for Information Security
under the Corporate Ethics and Risk Management Committee to understand and improve the current information
management system, and collect information regarding data destruction or leakage due to unauthorized access tocustomer information and important information, as well as cyber-attacks aimed at disrupting business operations
due to viruses and ransomware, investigate and analyze the current status to identify information security risks, inorder to prevent an incident from occurring or mitigate impacts in the event that it occurs. At the same time, we
formulate our group’s activity policies and specific countermeasures, establish, revise or abolish related
regulations, and discuss strategic investment projects, in an effort to reduce information security risks in the supply
chain. In particular, we have introduced and begun operating security tools that monitor systems and devices inreal time in preparation for unexpected system failures and malfunctions, while also ensuring that critical systems
have appropriate hardware and network configurations, that cloud computing has been selected, and thatappropriate maintenance of IT assets is being performed. In addition, we conduct periodic targeted e-mail drills
and alert employees to information-related accidents, such as those recently reported in the media, in order tomitigate risks from both sides by raising employee awareness and establishing a framework.
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Risks related to inadequate information management
Probability of occurrence: Medium Degree of potential impact: Large
Risk details
In the event of leakage or loss of confidential information or personal information due to inadequate information
management, we may be affected adversely in our business activities and suffer significant loss such as loss ofsocial credibility and suspension of business operations.
Countermeasures
The Company has established the “Regulations on Information Classification,” “Rules on Handling of Confidential
Information,” “Rules on Protection of Personal Information” and others to appropriately classify all information
treated in terms of confidentiality, consistency and availability, as well as to protect and prevent leaks. In addition,
to ensure thorough protection and management of material information, we have prepared a list of material
information of our group and are working on measures to protect material information, citing specific examples of
insider information in the categories of management, business and sales strategies, product development, in-houseknow-how, personal information, information system and other categories.
We possess personal information of our various customers for business purposes. Looking to the future, Wacoal
Corp. addresses CX strategies as the pillar of our growth and promotes business model using digital data includingcollected personal information. Overseas, we are also moving forward with plans to strengthen our e-commercebusiness, which directly obtains the personal information of customers, and to make it a pillar of our growth. The
protection of personal information is becoming increasingly important in our group’s business activities, not only
in response to the implementation of the Amended Act on the Protection of Personal Information in Japan.
The Subcommittee for Information Security, established under the Corporate Ethics and Risk Management
Committee, is responsible for strengthening the protection and management of personal information, complying
with related laws and regulations, and educating our employees, and also conducts surveys on information
management status and provides guidance and advice on countermeasures for our domestic and overseas associatedcompanies, in order to protect personal information from external threats.
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Risks related to fluctuations in bond markets and interest rates
Probability of occurrence: Medium Degree of potential impact: Large
Risk details
The market value of listed equity securities and bonds held by the Company may decline, resulting in recording
impairment losses. In addition to that, a decline in valuation and underfunding of plan assets may require additional
contribution or provisions, which may affect our group’s business performance.
Countermeasures
Please see “IV. Information on the Company – 4. Corporate Governance, etc. (5) 【Information on
Shareholdings】” for information on shareholdings by the Company and Wacoal Corp., our specified wholly owned
subsidiary.
The revised medium-term management plan disclosed in November 2023 sets out a policy of reducing strategic
shareholdings by 30 billion yen or more by the end of fiscal year ending March 2026 (based on the market value asof the end of the previous fiscal year (the end of March 2023)) to less than 10% of consolidated net assets. The
Board of Directors examined whether income realized from each stock holding exceeds the Company’s capital cost,
and whether such strategic shareholding contributes to the enhancement of our corporate value. Based on results ofsuch examination, we disposed of and reduced a total of 10 stocks that had diluted value amounting toapproximately 14.8 billion yen (based on the market value as of the end of the previous fiscal year) during thecurrent fiscal year.
In addition to that, costs and obligations for termination and retirement benefits are based on the actuarial
assumptions that are used for the calculation of the expected rate of return on plan assets or projected benefit
obligations for termination and retirement benefits. Such costs and obligations for termination and retirement
benefits may increase if the actual results differ from the assumptions or if there is any change to the assumptions,due to fluctuations in the market for securities as well as the interest rate environment. Our approach to establishingthe discount rate is based upon domestic corporate bond indices. For discount rates, please see “V. Financial
Information – Notes to the consolidated financial statements, 22. Employee Benefits.”
In order to fulfill the expected functions as an asset owner of a corporate pension plan, we have established thePension Committee, composed of the heads of Finance, Human Resources and Accounting Divisions, to review
asset management policy, policy asset composition, and other matters on a quarterly basis, while using an outside
management consulting firm to supplement our expertise and knowledge.
Risks related to natural disasters and accidents
Probability of occurrence: Medium Degree of potential impact: Large
Risk details
Natural disasters such as earthquakes, fires, or explosions may cause damage to business and production sites, andour employees may suffer damages. In addition, closed traffic, energy outage, blocked communication lines, or
damages to large retail stores, directly managed stores, e-commerce website or logistics networks may trigger
disruption in our operation.
Countermeasures
In preparation for large-scale accident emergencies such as “earthquake directly beneath the Tokyo metropolitanarea,” the Subcommittee for BCP and Disaster Control Measures, established under the Corporate Ethics and Risk
Management Committee, is working on business continuity management from the perspectives of
prevention/mitigation, emergency/first response, and recovery/restoration, including the sequential development of
BCP plan in the event of damage to our major business sites.
Specifically, in addition to the environmental improvements such as earthquake-resistant buildings, cloudcomputing for data-related servers, employee safety confirmation system in the event of a disaster, and mobile
work, we are also working to reduce risks by establishing operational backup systems at sales offices anddecentralized arrangement of production sites in times of emergency, in line with our social responsibility.

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Risks related to perception of corporate ethics and compliance
Probability of occurrence: High Degree of potential impact: Medium
Risk details
We may be pointed out and publicized by a third party on human rights, labor or environmental issues in our supply
chain, which may affect our business activities or damage our corporate value. In addition, an increase in violationsof corporate ethics and compliance, or problems with advertising expressions and statements, including those onsocial media or blogs, and other websites, could lead to a loss of public trust and may adversely affect our group’s
performance.
Countermeasures
In the event of any violation of laws and regulations in Japan and overseas applicable to our group, or any act incontrary to any social order, we may suffer an economic and/or social impact as a result of punishment or loss oftrust from society. We have not only established the “Corporate Ethics: Wacoal Standards of Conduct” which were
distributed to our employees to ensure that they are well informed of it, but also made efforts to strengthen legal
compliance by expanding measures such as compliance awareness training for employees, an internal alert system,
and compliance review by external experts through the activities of the Subcommittee for Compliance, which wasestablished under the Corporate Ethics and Risk Management Committee. During the fiscal year under review,
revisions to the “Corporate Ethics: Wacoal Standards of Conduct” were compiled in response to the review of theframework of our management philosophy of our Group and changes in the environment surrounding ourbusinesses. The revised standards of conduct have been in use as the 7th edition since April 2024.
In particular, we focus on labor and human rights issues in our supply chain for our group’s businesses. We faced
concerns raised by a non-profit human rights organization in the past about working conditions and human rights
issues at an overseas sewing factory with which our consolidated subsidiary had a contract. In Japan, it was
discovered that there were unpaid overtime allowances for foreign technical intern trainees at a secondary
manufacturing contractor. The “Subcommittee for CSR Procurement” which we established in April 2018 has now
been transferred under the Sustainability Committee, and is proactively making efforts to conduct self-assessmentand on-site audit at each of our manufacturing contractors from the perspectives of respect for human rights,
harmony with environment and society, compliance with laws and regulations, labor practices and businesspractices, and to formulate and monitor correction and/or improvement plan. In addition, we plan to gradually
expand the scope of CSR procurement activities beyond manufacturing contractors, and are disclosing a list of our
suppliers on our website.
Risk related to infringement or violation of intellectual property rights
Probability of occurrence: High Degree of potential impact: Medium
Risk details
Infringement or violation of the intellectual property rights may result in litigation or economic loss.
In recent years, there has been a proliferation of “spoof advertisements that lead to fake websites” on the Internetthat spoof our brand names. Failure to take appropriate measures such as alerts to customers and elimination ofsuch spoof advertisements and fake websites could lead to a loss of trust from consumers and markets, and failure
to strategically protect or utilize intellectual property rights may affect our business.
Countermeasures
Our group recognizes that intellectual property rights are involved in all business activities and are important assets
to ensure our competitive advantage.
In order to protect and utilize intellectual property rights for our brands, proprietary technologies, designs andservices as a source of competitiveness, while respecting and avoiding infringement of the intellectual property
rights of other companies, we educate our employees by holding seminars and share information on trends ofintellectual property in the industry to promote proper understanding. We are also enhancing the knowledge of thedepartment in charge of intellectual property by strengthening cooperation with the outside experts to protect andutilize the intellectual property rights in DX and CX strategies and new businesses.
In addition, we take strict measures against infringement of intellectual property rights in Japan and overseas,
including counterfeit products and unauthorized use of our trademarks and patents by other companies, by asserting
our rights against the infringing parties. In recent years, with regard to the damage to brand value due to theborderless nature of the e-commerce business, particularly the emergence of “spoof” advertising and sales that
spoof our brands, mainly through social networking services (“SNS”), we are making efforts to protect our50consumers and brands beyond Japan, by alerting our customers, tracking and monitoring sales channels andimplementing elimination measures.
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Risks related to appeal to express due to acceleration of digital marketing, labeling of quality and care instructions
Probability of occurrence: High Degree of potential impact: Medium
Risk details
In digital marketing, which is becoming mainstream, the content of messages on social networking services,
including those involving employee participation, and appealing expressions based on concepts that go againstinternational standards for sustainability, may cause social problems, including negative campaigns and defamationof the sender, which may adversely affect our business performance. In addition to that, violations of laws andregulations related to quality labeling and inappropriate expressions in functional labeling may damage public trust.
We may suffer economic loss due to costs incurred to recall or change the labeling of products, or due to thediscontinuation of sales.
Countermeasures
We recognize that quality labeling, which helps the consumers to select and use products appropriately, covers awide range of areas, including statutory labeling attached to the products themselves, in-store and media advertisingand promotion, promotional expressions, and intellectual property protection labeling, and that this is a case inwhich risks are likely to become apparent. We are also aware of the risk that our transmissions and the words andactions of our participants through social networking services on the back of overheating digital marketing are
exposed to social criticism, or in recent years the risk that such social criticism spreads regardless of the truth oftheir content.
Through the activities of the Quality Assurance Council and the Quality Control Committee under the Corporate
Ethics and Risk Management Committee, we have established and are operating a rule-based system that includes
a labeling confirmation system based on a double-checking at the department that determines the content oflabeling, systemization of the labeling determination process to the extent possible, prompt response to labelingerrors when they occur, and thorough investigation of the cause and implementation of countermeasures to prevent
recurrence after a problem occurs. We also regularly conduct internal awareness raising activities and training for
those in charge of quality labeling.
At the same time, we have established SNS operation rules for each domestic and overseas associated company inlight of their business environment to ensure that our employees are aware of such rules, and we are promoting
trainings for our employees in marketing and communications departments to check the content of the transmissionsin advance and judge whether they are appropriate or not. In addition, with regard to “spoof” advertising and sales
that spoof our brands, we not only alert consumers but also focus firmly on tracking and monitoring sales channels
and implementing elimination measures, etc.
Furthermore, the Company is working to mitigate risks by formulating and revising various guidelines inconnection with the Antimonopoly Act, Act against Unjustifiable Premiums and Misleading Representations, and
the Pharmaceutical Affairs Law, and by providing training for employees through e-learning. In addition, withrespect to functionality and efficacy expression, we are reorganizing the notation rules along with the collaboration
among the commercialization planning department, the research department and the quality assurance department,
and we are establishing a system to supervise evidence data with an outside institution.
Risks related to quality assurance in design and manufacturing
Probability of occurrence: Medium Degree of potential impact: Medium
Risk details
If we sell defective products or if our products harm our customers’ health, we may suffer costs for product recalls
and our reputation as a producer of high-quality products may be damaged and we may lose trust from society,which may adversely affect our business performance.
Countermeasures
Our ability to provide high-quality products on a global basis is one of our strengths. We established the Quality
Assurance Council as a subcommittee of the Corporate Ethics and Risk Management Committee, and while we
maintain our safety guidelines, we are also working to ensure compliance with safety clearance rules upon productplanning, design and development, thorough inspections during manufacturing, pursuing the causes of problems
and formulating measures to prevent their recurrence. By horizontally deploying and sharing about these activities
51

and information across our group’s domestic and overseas associates, we are raising quality awareness and raising
the level of the management system across our group as a whole. Under the direction of the Quality Assurance
Council, we operate the Quality Control Committee, which is composed of members elected by each department
responsible for commercialization plans, and which operates to follow up on individual issues and conducts internal
training on quality control in general.
In addition to thorough quality control and inspection as stipulated, the production sites are working to eliminate
products that do not meet standards under the operation of product acceptance lock system (acceptance of only
products that meet material standards), standardize the skills of inspection personnel, and increase employee
motivation through a quality excellence award system.
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Risks related to social changes in emerging countries
Probability of occurrence: Medium Degree of potential impact: Medium
Risk details
Our group, which has production bases in emerging countries, may experience delays in materials procurement andproduction due to political instability, legal or institutional changes, the occurrence of strikes, or difficulties insecuring human resources, or delays in improvement in business efficiency or a large amount of new investment
required due to the continuation of protectionism policies (such as import tariffs and restrictions on foreign
investment), which may affect our business performance.
Countermeasures
At all times, we pay close attention to trends in laws and regulations in each country and region, and make efforts
to collect and analyze local information. We are working to develop and implement measures to understand theactual situation in the community in cooperation with the local “risk control manager,” and if necessary, with thesupport from an outside counsel, consultant and other specialized organizations. In addition to trends in laws andregulations, we pay close attention to the responses to human rights issues in Myanmar, which continues to be under
the control of the military regime. Also, in light of geopolitical risks, we are working to mitigate risks byappropriately diversifying our production bases. Other than these, in India where high import tariffs are applicable,
we strive to strengthen our competitive advantage by increasing the ratio of product planning / production in the
country.

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

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4. 【Analyses of Financial Position, Results of operation, and Cash Flows by Management】
The overview of financial position, results of operation and cashflows (“business performance etc.”) of our group(the Company, consolidated subsidiaries and equity method associates) and analysis and consideration of businessperformance from the viewpoint of management for the current fiscal year are as follows.
Any forward-looking statements contained below are based on our judgment as of the end of the current fiscal
year.
(1)

Results of operation(Millions of Yen)
Increased/(Decreased) fromprevious fiscal year

Previous Fiscal
Year (ended
March 2023)

Current Fiscal
Year (ended
March 2024)

188,592

187,208(1,384)(0.7)

Cost of sales

82,18983,123+934+1.1

Sales profit

106,403

104,085(2,318)(2.2)

Selling, general and administrative expenses

102,301

100,575(1,726)(1.7)

Business profit

4,102

3,510

(592)

(14.4)

Other income

5,254

1,990

(3,264)(62.1)

Other expenses

12,84615,003+2,157+16.8(3,490)(9,503)(6,013)–Finance income

1,517

2,529

+1,012+66.7

Finance costs

795

328

(467)

(58.7)

2,069

(988)

(3,057)–(699)(8,290)(7,591)–(1,643)(8,632)(6,989)–

Revenue

Operating loss

Share of profit of investments accounted for using
equity method
Loss before tax
Net loss attributable to owners of parent

Amount%The business environment surrounding our group during the current fiscal year (from April 1, 2023 to March 31,2024) was severely affected by sluggish sales of our core innerwear products in major countries. In Japan, sales of
products in the mid-price range struggled partly due to prolonged inflation on the back of weaker yen and soaring
energy and raw materials prices and increasingly selective consumption behavior as a result, despite solid performanceof the brands in the high price range. In the United States where inflation had been on a declining trend, performanceremained weak due to continued restraint on purchasing by certain suppliers, despite stable growth in private
consumption. Our business in United Kingdom and Europe where private consumption had been on a declining trend
due to continuing inflation also lacked momentum in sales. In China where economic activities after the removal of
COVID-19 measures had been expected to recover, a recovery in sales fell short of the expectation due to sluggish
growth in private consumption in response to deterioration in business confidence owing to the employment crisis.
Under such circumstances, our group has been promoting initiatives for “business model reforms to improve
profitability,” “growth strategy to achieve VISION2030,” “introducing ROIC management,” and “promoting asset
reduction” under the theme of “shifting to a structure that can steadily generate cash” in accordance with the threeyear medium-term management plan revised in November 2023.
In our domestic business, in addition to promoting cost structure reform as part of business model reforms, we
initiated reforms on supply chain management aimed at responding promptly to changes in customer needs and market
environment, and have been working to control and optimize inventory levels and shorten lead time for planning anddevelopment by reviewing product mix at stores and shifting to a demand-response production system. In our overseas
54business, we have been working to expand sales areas and channels in Europe, in addition to the initiative for utilizing
digital to expand contact points with customers to realize growth in our e-commerce business.
As a result of the above, for the current fiscal year, consolidated revenue was 187.208 billion yen (a decrease of
0.7% as compared to such revenue for the previous fiscal year). Despite sluggish sales of our core innerwear products
in both Japan and overseas, overseas revenue was boosted by the depreciation of Japanese yen, resulting in a slightdecrease in revenue as compared to the previous fiscal year. Business profit amounted to 3.51 billion yen (a decreaseof 14.4% as compared to the previous fiscal year) due to higher cost of sales ratio and a reversal of temporary profit
resulting from partial revisions to the Flexible Retirement Program at Wacoal Corp. implemented during the previous
fiscal year, in addition to the impact of lower revenue.
We recorded consolidated operating loss of 9.503 billion yen (as compared to consolidated operating loss of 3.49
billion yen for the previous fiscal year) as a result of the impairment loss on Wacoal International Corp. (U.S.) due tothe business withdrawal and liquidation of Intimates Online Inc. (“IO, Inc.”) and others (7.795 billion yen) and theexpenses for structural reforms at Wacoal Corp. (5.522 billion yen). Consolidated loss before income taxes and equity
in net profit of associated companies was 8.29 billion yen (as compared to a consolidated loss of 0.699 billion yen forthe previous fiscal year) and consolidated net loss attributable to owners of parent was 8.632 billion yen (as compared
to a consolidated net loss of 1.643 billion yen for the previous fiscal year).
The key exchange rates used for the current fiscal year (the previous fiscal year) were: 144.62 yen (135.47 yen)
to the U.S. dollar; 181.76 yen (163.15 yen) to the Sterling pound; and 20.14 yen (19.75 yen) to the Chinese yuan.
The following is a summary of results of operations by operating segments.

Previous Fiscal Year(ended March 31, 2023)
Composition
AmountRatio (%)
Total Revenue

Current Fiscal Year(ended March 31, 2024)
Composition
AmountRatio (%)

(Millions of Yen)
Increased/(Decreased)from previous fiscal year
Amount%188,592

100.0

187,208

100.0(1,384)(0.7)

96,746

51.3

94,19850.3(2,548)(2.6)

66,73235.4

67,75736.2+1,025+1.5

Peach John

11,918

6.3

10,741

5.7(1,177)

(9.9)

Other

13,196

7.0

14,5127.8+1,316+10.0

Wacoal Business(Domestic)
Wacoal Business(Overseas)

Operating (loss) profit

Previous Fiscal Year(ended March 31, 2023)

Current Fiscal Year(ended March 31, 2024)(Millions of Yen)
Increased/(Decreased)from previous fiscal year

AmountAmountAmount% to Sales% to Sales%(3,490)–(9,503)–(6,013)

–

2,862

3.0

(4,193)–(7,055)–(7,397)–(5,145)–+2,252–Peach John

915

7.7

(239)

–

(1,154)

–

Other

130

1.0

74

0.5

(56)

(43.1)

Wacoal Business(Domestic)
Wacoal Business(Overseas)(ⅰ)

Wacoal Business (Domestic)
During the current fiscal year, trends differed by brand and channel with some performing well and others
performing less favorably.
In terms of trends by brand, in addition that the performance of the high-price zone brands “Yue” and “Salute”
stayed firm, men’s innerwear grew, led by “lace boxer for men,” as a result of high valuation among consumers. On
55

the other hand, the performance of our main brands “Wacoal” and “Wing” that primarily offer the mid-price zone
products was weak due in part to consumers’ increasingly selective consumption on the back of rising prices.
In terms of trends by channel, our own e-commerce achieved increased revenue thanks to aggressive sales
promotion activities, and revenue from e-commerce operated by other companies also grew as a result of ongoing
efforts to strengthen cooperation with EC mall operators. Sales of directly managed stores were at a level similar tothe previous fiscal year, contributed by solid sales performance of “WACOAL The Store” and “Wacoal FACTORYSTORE,” although “AMPHI” that targets the young segment struggled due to a sluggish growth in the number ofcustomers visiting our stores and revenue from clearance sales’ falling short of the expectations. On the other hand,sales through department stores and general merchandisers struggled since the number of customers visiting our
retail stores remained sluggish due to lack of high-profile products, and also due to the negative impact fromsuppliers’ restraint on purchasing. An increase in returns resulting from weak sales at general merchandisers, inparticular, also contributed to a decrease in revenue.
As a result of the above, revenue attributable to our “Wacoal Business (Domestic)” segment was 94.198 billion
yen (a decrease of 2.6% as compared to such revenue for the previous fiscal year). While we strived to reduce laborcosts by reducing our workforce through special operation of the Flexible Retirement Program during the previous
fiscal year and control advertising expenses in light of sales trends, the costs of structural reforms aimed at
improving profitability at Wacoal Corp. including reduction of inventories and the implementation of a voluntary
retirement program (5.522 billion yen) and the reversal of gain on sales of fixed assets recorded in the previous
fiscal year (3.024 billion yen), in addition to lower sales margin, resulted in operating loss of 4.193 billion yen (ascompared to operating profit of 2.862 billion yen during the previous fiscal year).
(ⅱ) Wacoal Business (Overseas)
Sales of Wacoal International Corp. (U.S.) were below the previous fiscal year’s level mainly due to asignificant decrease in revenue at IO Inc. for which business withdrawal has been determined. At Wacoal America,
Inc., sales from our physical store channel remained solid on the back of steady growth in consumer spending, andour own e-commerce sales also remained strong due to enhanced sales promotional activities and digital marketing.
On the other hand, sales on a local currency basis declined as a result of sales from others’ e-commerce falling shortof the expectations due in part to clients’ continued restraint on purchasing. Sales from IO Inc. were below the
expectations, even thought it had focused on reducing inventories through discount promotion since November
2023.
Both the United Kingdom and Europe, the main areas of Wacoal Europe Ltd., recorded sales at a level similar
to the previous fiscal year due to an improvement in sales from our physical store channel during the fourth quarter,
despite negative impacts from the suspension of shipment resulting from a cyber incident in September 2023 andlower sales of swimwear products owing to cooler summer weather. On the other hand, sales in the United State andother areas remained weak. These caused sales of Wacoal Europe Ltd. as a whole to decline on a local currency
basis.
Sales from Wacoal China Co., Ltd. decreased on a local currency basis since sales from others’ e-commerce
struggled due to intensifying competition in e-commerce, weak performance during Chinese new year holidays andwomen’s day, and other factors, in addition to a decrease in the number of customers visiting stores due in part toprolonged economic slump, while a recovery in economic activities after the removal of the zero-COVID policy had
been expected.
As a result of the above, revenues attributable to our “Wacoal Business (Overseas)” segment on a Japanese yenbasis were 67.757 billion yen (an increase of 1.5% as compared to such revenues for the previous fiscal year) due tothe recent depreciation of the Japanese yen against major currencies despite they were lower on a local currency
basis. We recorded an operating loss of 5.145 billion yen (as compared to an operating loss of 7.397 billion yen
during the previous fiscal year) due to impairment losses on goodwill and others (7.795 billion yen) recorded at
Wacoal International Corp. (U.S.) resulting from IO Inc.’s withdrawing and liquidation business.
(ⅲ) Peach John
In the domestic business during the fiscal year under review, sales from others’ e-commerce remained strong
thanks to the launch of business with a new EC mall operator. However, both our directly managed stores and own
e-commerce struggled, as advertising activities and collaboration using a popular personality aimed at acquiring
new customers failed to yield much success.
56

As a result of the above, revenue attributable to our “Peach John” segment was 10.741 billion yen (a decreaseof 9.9% as compared to such revenue for the previous fiscal year). We recorded operating loss of 0.239 billion yen(as compared to operating profit of 0.915 billion yen during the previous fiscal year), affected by a loss resulting
from the liquidation of our subsidiary in China in addition to lower sales and an increase in costs associated with theupgrade of e-commerce systems.
(ⅳ) Other
Ai delivered better results than the previous fiscal year thanks to strong performance of both retail stores andour own e-commerce on the back of a recovery in travel-related demand. Nanasai Co., Ltd. also recorded increased
sales due to solid performance of its merchandise sales and interior design work businesses on the back of anincrease in the number of customers visiting commercial facilities in urban areas. On the other hand, Lecien
Corporation recorded lower revenue as a result of sluggish sales of private-label products for a major apparel chain.
As a result of the above, a deterioration of profitability in Nanasai Co., Ltd. and Lecien Corporation despite anincrease in the segment revenue to increased 14.512 billion yen (up 10.0% compared to the previous fiscal year)
resulted in operating profit of 74 million yen (down 43.1% compared to the previous fiscal year).

57

(Reference) Revenue and Operating Profit/ (Loss) of Major Subsidiaries

Revenue

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

Current Fiscal Year(ended March 31, 2024)
Composition
AmountRatio (%)

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

90,94848.2

88,70147.4(2,247)(2.5)

Wacoal International Corp.
(U.S.)

28,01414.9

28,038

15.0

+24

+0.1

Wacoal Europe Ltd.

19,184

10.2

20,35310.9+1,169+6.1

Wacoal China Co., Ltd.

10,365

5.5

10,396

5.6

+31

+0.3

Peach John Co., Ltd.

11,918

6.3

10,741

5.7(1,177)(9.9)

Lecien Corporation

3,189

1.7

2,583

1.4

(606)

(19.0)

Nanasai Co., Ltd.

6,196

3.3

7,723

4.1

+1,527+24.6*Revenue to external customers only
Previous Fiscal Year(ended March 31, 2023)

Current Fiscal Year(ended March 31, 2024)(Millions of Yen)
Increased/(Decreased)from previous fiscal year

Amount% to Sales

Amount% to Sales

AmountWacoal Corp.

2,753

3.0

(3,061)–(5,814)–

Wacoal International Corp.
(U.S.)(9,448)–(6,884)–+2,564–

Wacoal Europe Ltd.

1,680

8.8

1,816

8.9

+136

+8.1

Wacoal China Co., Ltd.

(698)

–

(998)

–

(300)

–

Peach John Co., Ltd.

915

7.7

(239)

–

(1,154)–

Lecien Corporation

111

3.5

(167)

–

(278)

–

Nanasai Co., Ltd.

9

0.1

94

1.2

+85

+944.4

Operating (loss) profit%(2)

Financial Position
Our total assets as of March 31, 2024 were 294.029 billion yen, an increase of 8.37 billion yen from the end of
the previous fiscal year, due to increases in cash and cash equivalents, other financial assets and retirement benefit
assets, and other factors.
Our liabilities were 78.887 billion yen, an increase of 6.71 billion yen from the end of the previous fiscal year,
mainly due to an increase in borrowings, income taxes payable and deferred tax liabilities.
Equity attributable to owners of parent was 211.829 billion yen, an increase of 1.632 billion yen from the endof the previous fiscal year, due to an increase in other components of equity and other factors.
As a result of the above, the ratio of equity attributable to owners of parent to total assets as of March 31, 2024
was 72.0%, a decrease of 1.6% from the end of the previous fiscal year.
(3)

Cash Flow Status

The balance of cash and cash equivalents at the end of fiscal year 2024 was 33.547 billion yen, an
increase of 6.766 billion yen as compared to the end of the previous fiscal year.
(Cash flow provided by operating activities)
Cash flow provided by operating activities was 11.291 billion yen, an increase of 3.957 billion yen ascompared to the previous consolidated fiscal year, after adjustments for changes in assets and liabilities to net lossof 8.743 billion yen plus adjustments for depreciation and amortization expenses as well as impairment losses.
58

(Cash flow provided by investing activities)
Cash flow provided by investing activities was 14.048 billion yen, an increase of 10.146 billion yen in cash
flow provided as compared to the previous consolidated fiscal year, due to sale and redemption of other financial
assets and other factors.
(Cash flow used in financing activities)
Cash flow used in financing activities was 20.211 billion yen, a decrease of 2.33 billion yen as compared to theprevious consolidated fiscal year, due to repurchase of treasury stock, repayment of lease liabilities, as well as
payments made for dividends.
(4) Production, Orders Received, and Revenue(ⅰ) Production Results
Our consolidated production results by operating segment for fiscal year ended March 2024 are as follows. No
data is available for the Peach John since all of its entities are sales companies. The production results for othersegment are not shown since it is hard to define such term in this segment.
Name of Operating Segment

Amount (Millions of yen)

Changes as Compared to Previous Fiscal
Year (%)

Wacoal Business (Domestic)

36,771

91.3

Wacoal Business (Overseas)

20,645117.9

57,416

99.4

Total

(Notes)1.
2.

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

(ⅱ) Orders Received
Among Other, the department of Nanasai, which handles interior design and construction of stores at commercial
facilities, adopts the build-to-order production system. The status of orders received for other segment for fiscal year
ended March 2024 is as follows:
Name of Operating Segment
Other(Note)

Amount of Orders
Received(Millions of yen)

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

4,627

111.9

Inter-segment transactions are offset and eliminated from calculation.

59

74

39.4

value(ⅲ) Revenue Results
Our consolidated sales results by operating segment for fiscal year ended March 2024 are as follows:
Name of Operating Segment

Amount (Millions of yen)

Changes as Compared to Previous
Fiscal Year (%)

Wacoal Business (Domestic)

94,198

97.4

Wacoal Business (Overseas)

67,757101.5

Peach John

10,741

90.1

Other

14,512

110.0

187,208

99.3

Total

(Notes)1.
2.

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

(5)

Capital Resources and Liquidity
Our current policy is to fund our cash needs from cash flows from operating activities, which allows us tosecure most of working capital, make capital investments, and pay dividends without relying on substantial
borrowings or other financing from outside of our group companies. As of March 31, 2024, we had credit facilities
at financial institutions totaling 50.433 billion yen, and the balance of loan which established line of credit
amounted to 8.855 billion yen. Of these loans, 5.0 billion yen is available to the Company, 3.18 billion yen isavailable to Wacoal International Corp. and 0.28 billion yen is available to Torica Inc.
In general, most of our credit facilities have automatically renewed terms, and we are not aware of any issues
with respect to any of our lenders that could cause these facilities to become unavailable. Even if any of our
subsidiaries loses access to funds from our credit facilities, we believe that it is possible for other companies in ourgroup to provide any necessary funds. Our borrowing requirements are not affected by seasonality.
We are not aware of any restrictions on the transfers of funds from a subsidiary to a parent company in theform of a cash dividend.
We have set up new borrowing facilities with financial institutions after April 2020 and borrowed up to 40
billion yen in order to secure liquidity on hand given the uncertainties surrounding the degree and duration of the
impact of COVID-19. By the end of the fiscal year ended March 2023, we have repaid 35 billion yen of such new
borrowings. We plan to continue securing liquidity of our funds based on strict assessment of purpose andprofitability.
(i)

Capital Investments
Please see “III. Property, Plants and Equipment – 1. Summary of Capital Investment, etc.”(ii)

Cash Flows
Please see “(3) Cash Flow Status.”(6)

Significant Accounting Estimates and Assumptions
The consolidated financial statements of our group are prepared in accordance with IFRS. The preparation of
the consolidated financial statements requires our group to make significant estimates and assumptions.
The significant accounting policies, accounting estimates and assumptions used in making such estimates aredescribed in “V. Financial Information – Notes to the consolidated financial statements, 3. Significant Accounting
Policies and 4. Significant Accounting Estimates and Judgments.”60

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

61

6. 【Research and Development】
Our research and development activities are mainly conducted by our Human Science Research &Development Center to achieve harmony between the human body and clothing and to support better productmaking.
Since 1964, we have been conducting research into the female body in order to accurately understand theJapanese woman’s physique. In particular, we have developed a silhouette analysis system and introduced a threedimensional measuring system. We are also working on an even more advanced measurement of sensory comfort.
Our research and development activities focus on addressing the proportional, physiological, and mental aspects ofgarment design. One of our most important research results was the enrichment of our research on sensory comfort
through our participation in a project led by the Ministry of Trade and Industry (presently the Ministry of Economy,
Trade and Industry) from 1995 to 1998. Based on this research, we have been focusing on developing new productsthat are not only comfortable for the wearer, but also have a positive physiological effect based on the basic study
from three factors, which are pressure, heat, and touch. In 2005, we developed and created a new market for ourbreakthrough Style Science series products, which support the creation of a healthy and beautiful body by changing
the idea of everyday walking to walking for exercise. In 2010, we analyzed body shape changes of the same subject
from his/her 20s to 50s and published the principles of aging-related body changes, and strengthened thedevelopment of new products that respond to aging-related body changes. We also developed new functional
products inspired by the lifestyle habits of people with smaller body shape changes due to aging, and in 2020, basedon the research report “Research on Bust Movement and Skin due to Gravity,” we held a research presentation
conference on the importance of protecting bust from the effect of gravity and developed new functional products
such as “gravity-proof bust-care bras” and “gravity-proof hips-care girdle” based on such research. In 2021, welaunched “Body Culture Research Project,” a co-creation project with universities and other companies. In March
2022, we held “Body Culture Symposium” at the Tokyo Aoyama Spiral Hall for the participants and related partiesof the project. In May 2019, we have launched the operation of the self-measurement service using a 3D bodyscanner, which utilizes the size determination algorithm developed and supervised by the Wacoal Human Science
Research & Development Center.
In the fiscal year ended March 2024, we conducted research focusing on “today’s people in their 20s” based on
body data and mental data accumulated to date, compiled research results into “Body White Paper,” and held aninternal convention to make use of it in product development.
As a result of the above, we recorded 370 million yen for our research and development during the fiscal year
ended March 2024.
Our research and development activities cover a wide range of research from basic research to productdevelopment, mainly of women’s innerwear. Therefore, it is difficult to relate each of such activities to a specificsegment, and thus, we do not provide information regarding such research and developments by segment. In orderto promote “the realization of an industry supporting women with unbounded living beauty,” we will make efforts
to enrich research and development activities that contribute to the improvement of customer satisfaction andcorporate value based on the key concepts of beauty, comfort, and health. We will also work toward strengthening
product appeal and developing new products or information and services that can gain support from and satisfy ourcustomers.

62III. 【Property, Plants, and Equipment】
1. 【Summary of Capital Investment, etc.】
The amount of capital investment for the fiscal year ended March 31, 2024, was 3,381 million yen, mainly
including expenditures for system investments made by our subsidiaries, and expenditures for the maintenance andrepair of real estate owned by our group.
The amounts of capital investment made in Wacoal Business (Domestic), Wacoal Business (Overseas), PeachJohn, and Other were 1,999 million yen, 1,020 million yen, 345 million yen, and 17 million yen, respectively.

2. 【Major Property, Plants, and Equipment】
The table below shows our major property, plants, and equipment within our group (Company andconsolidated subsidiaries).
(1) Wacoal Holdings Corp.
As of March 31, 2024
Book Value (Millions of yen)
Facility(Location)
Head Office(Minami-ku, Kyoto) and
other

(2)

Segment

Type of
Equipment andFacilities

WacoalBusiness(Domestic)

Facilities foradministrationaffairs, etc.

Buildings
andStructures

MachineryandEquipment

18,252

1,211

Land
(m2)

Total

16,412(268,587)

35,876

Number of
Employee(s)98[–]Domestic Subsidiaries
As of March 31, 2024

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

Book Value (Millions of yen)
Machinery,
Buildings
Vehicle,Land
andEquipment,(m2)
Structures
andFixtures

Number of
Employee(s)

Segment

Type of
Equipment andFacilities

WacoalBusiness(Domestic)

Facilities foradministrationaffairs

39

125

–

165

1,689
[51]

WacoalBusiness(Domestic)

Facilities foradministrationaffairs

19

16

–

35

1,218
[30]

WacoalBusiness(Domestic)

Sales facilities

97

18

–

115

–
[–]

WacoalBusiness(Domestic)

Facilities formerchandise
management

23

274

–

297

305
[–]

WacoalBusiness(Domestic)

Manufacturing
facilities

–

66

–

66

264
[–]

WacoalBusiness(Domestic)

Manufacturing
facilities

417

52

180
(40,840)

649

123
[45]

Other

Manufacturing
facilities

116

15

150
(2,790)

281

19
[–]

63

Total

(3)

Overseas Subsidiaries
As of March 31, 2024
Book Value (Millions of yen)

Name of Company(Location)

Wacoal America, Inc.
(New Jersey, USA)

Segment

WacoalBusiness(Overseas)

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

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

WacoalBusiness(Overseas)

Guandong Wacoal Inc.
(Guandong, China)

WacoalBusiness(Overseas)

Vietnam Wacoal Corp.
(Bien Hoa City, Vietnam)

WacoalBusiness(Overseas)

Dalian Wacoal Co., Ltd.
(Dalian, China)
A Tech Textile Co., Ltd.
(Kabin Buri, Thailand)(Notes)1.
2.
3.

WacoalBusiness(Overseas)
WacoalBusiness(Overseas)

Type of
Equipment andFacilities

Number of
Employee(s)Buildings
andStructures

Machinery,
Vehicle,Equipment,
andFixtures

Facilities foradministrationaffairs/
merchandise
management

962

691

365
(32,300)

2,018

211
[–]

Manufacturing
facilities

1,466

632

255
(34,356)

2,353

2,201
[–]

9

16

277
(235)

302

36
[8]

304

–

–

304

114
[23]

130

16

(–)
[11,871]

146

404
[–]

91

121

(–)
[11,224]

212

399
[–]

30

143

(–)
[25,195]

174

1,706
[1]

Manufacturing
facilities

115

259

(–)
[27,543]

374

534
[4]

Manufacturing
facilities

62

195

526

234
[–]

Facilities foradministrationaffairs
Facilities foradministrationaffairs
Facilities foradministrationaffairs/manufa
cturingfacilities

Land
(m2)

Total

–

–

Manufacturing
facilities
Facilities foradministrationaffairs/manufa
cturingfacilities

–

–

269
(48,889)

Area of land under lease by the Company is shown in brackets.
None of our major facilities is currently out of service.
Buildings and land regarding certain domestic subsidiaries under (2) above are under lease by theCompany. The book value of the buildings and land are as follows:64

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

4.
5.

(1)

Book Value (Millions of yen)
Buildings andstructures

Facilities foradministrationaffairs
Facilities foradministrationaffairs

Wacoal Business(Domestic)
Wacoal Business(Domestic)

Land
(m2)

9,109

1,885
(11,208)

1,004

1,945
(1,471)

Wacoal Business(Domestic)

Sales facilities

701

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

Facilities formerchandise
management

5,048

1,419
(38,923)

Wacoal Business(Domestic)

Manufacturing
facilities

211

52(19,369)

The average number of temporary employees during the period is in brackets.
The details of the major leased facilities by other entities other than the above consolidated subsidiaries
are as follows.

Domestic Subsidiaries
Name of Business Office(Location)

Segment

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

Peach John

(2)

Type of Equipment
and Facilities

Segment

Overseas Subsidiaries
Name of Company(Location)

Wacoal America, Inc.
(New York, USA)

Segment
WacoalBusiness(Overseas)

Type of
Equipment andFacilities
Facilities foradministrationaffairs

Buildings(m2)

Land(m2)

968–

Type of
Equipment andFacilities
Facilities foradministrationaffairs

Buildings(m2)

Land(m2)

4,772–

3. 【Plans for Capital Investment, Disposals of Property, Plants, and Equipment, etc.】(1)

Additions of Important Facilities
Not applicable.

(2)

Disposals of Important Facilities
Not applicable.

65

Annual Lease
Amount(Millions of yen)70

Annual Lease
Amount(Millions of yen)426

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

Total Number of Shares Authorized to be Issued

Common stock

250,000,000

Total

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

Number of Shares Issued
Names of Stock Exchanges on
Number of Shares Issued
as of the end of Fiscal
which the Company is listed
as of the Filing Date (JuneYear (March 31, 2024)
or Names of Authorized
25, 2024) (shares)(shares)
Financial Instruments Firms
Association

Common stock

61,000,000

55,500,000

Total

61,000,000

55,500,000

Description

Shareholders haveunlimited standard rights.

Prime Market of Tokyo
Stock Exchange

The number of sharesconstituting a unit is 100.

––

(Note) Our Board of Directors adopted a resolution at a meeting held on May 15, 2024 regarding cancellation of treasury
stock and 5,500,000 shares of treasury stock have been cancelled as of May 24, 2024. As a result, the number ofshares issued as of the date of this report is 55,500,000 shares.
(2) Status of Stock Acquisition Rights(i) 【Stock Option Plans】(1st Stock Acquisition Rights / 2nd Stock Acquisition Rights)
Date of resolution

July 30, 2008
Director of the Company
5

Category and number of eligible grantees
Number of stock acquisition rights

Director of subsidiary 5

19 (Note 1)

4 (Note 1)

Class, description and number of shares represented by stock

Common stock

Common stockacquisition rights

9,500 (Note 2)

2,000 (Note 2)

Amount to be paid upon exercise of stock acquisition rights

One yen per share
From September 2, 2008
until September 1, 2028

Exercise period
Issue price for shares issued through the exercise of the stock

Issue price:

acquisition rights and the amount capitalized as common stock

Amount capitalized as common stock:

Terms and conditions for exercising the stock acquisition rights
Matters related to transfer of the stock acquisition rights

2,275 yen
1,138 yen

(Note 3)
Subject to the approval of the Board of Directors

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

(Note 4)

Above is based on information available as of the end of the current fiscal year (March 31, 2024). No change has
been made as of the end of the month preceding the filing date (May 31, 2024).
(Notes)1. The number of shares represented by one stock acquisition right is 500 shares.
2. In the event that the Company conducts a stock split (including the free allocation of shares of common
stock of the Company; hereinafter the same) or a reverse split of its common stock, the number of shares66

represented by stock acquisition rights (the Number of Allotted Stock) will be adjusted in accordancewith the following formula:
Number of Allotted
Ratio of stock split or
Number of Allotted Stock
Stock after =Xreverse stock
before adjustment
adjustment
splitThis adjustment will apply from the day following the record date in the case of a stock split and from theday on which the reverse stock split becomes effective in the case of a reverse stock split. However, in theevent that the Company conducts a stock split that is conditioned on approval at a general meeting ofshareholders of the Company of an increase in stockholders’ equity or additional paid-in capital bydecreasing the amount of surplus, and provided that the record date for such stock split is set prior to theconclusion of such general meeting of shareholders, from the day following the conclusion of such general
meeting of shareholders, the adjustment will apply retroactively from the day following the record date.
In addition to the above, the Number of Allotted Stock shall be reasonably adjusted as may be required inunavoidable circumstances.
Any fractional shares that result from the above adjustment will be rounded down to the nearest wholeshare.
Furthermore, in case of any adjustment of the Number of Allotted Stock, the Company shall make anynecessary notification or announcement to Option holders no later than the day immediately preceding the
day on which the Number of Allotted Stock after adjustment becomes effective. However, if the Company
is unable to provide such notification or announcement by such date, the Company shall provide prompt
notification or announcement thereafter.
3. (1) Option holders may exercise their stock acquisition rights on the Date of Loss of Status; provided,
however, that in such case, such Option holder may only exercise his or her stock acquisition rights
until the earlier of (i) the expiration date of the exercise period as stipulated in the table above and(ii) the five-year anniversary of the Exercise Start Date.
(2) Notwithstanding the foregoing, during the exercise period set forth in the table above, the Option
holders may exercise their stock acquisition rights in the following cases (for item (ii), excluding
the case where the stock acquisition rights of the Surviving Company are granted to the Option
holders pursuant to Note 4 below) only during the respective periods designated below:(i) if the Exercise Start Date of the Option holder has not occurred by September 1, 2027
From September 2, 2027 until September 1, 2028.
(ii) if the general meeting of shareholders of the Company approves a merger agreement pursuant towhich the Company is to be dissolved or a stock swap agreement or share transfer plan thatmakes the Company a wholly owned subsidiary (or, in the event a resolution of the general
meeting of shareholders is not required, if a resolution of the board or determination by the chief
executive officer of the Company is passed):For 15 days from the day after the date of said approval.
(3) If an Option holder waives his or her stock acquisition rights, such Option holder may not exercise
the said stock acquisition rights.
4. In the event that the Company conducts Organizational Restructuring, stock acquisition rights of theSurviving Company shall be granted to each holder of the Residual Stock Acquisition Rights inaccordance with the following terms and conditions. In such case, the remaining stock acquisition rights
shall be canceled, and the Surviving Company shall issue new stock acquisition rights; provided,
however, that this shall be limited to the case where the grant of stock acquisition rights of the Surviving
Company pursuant to the following conditions is stipulated in the absorption-type demerger agreement,
incorporation-type demerger agreement, merger and spin-off agreement, new spin-off plan, stock swap
agreement, or share transfer plan:(1) Number of Stock Acquisition Rights of the Surviving Company to be Granted:
The number of stock acquisition rights to be granted shall be equal to the number of Residual Stock
Acquisition Rights.
(2) Class of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:Common stock of the Surviving Company.
67

(3) Number of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:To be determined pursuant to Note 2 above after taking into consideration the terms and conditionsof the Organizational Restructuring.
(4) Amount Capitalized upon Exercise of Stock Acquisition Rights:
The amount capitalized upon the exercise of each stock acquisition right to be granted shall be theamount paid after restructuring as prescribed below multiplied by the number of shares of theSurviving Company to be issued upon the exercise of the stock acquisition rights as determined inaccordance with (3) above. The amount paid after restructuring shall be one yen per share of theSurviving Company, which may be granted upon exercise of each stock acquisition right to be
granted.
(5) Exercise Period for Stock Acquisition Rights:
From the later of (i) the starting date of the exercise period for stock acquisition rights as stipulated
in the table above and (ii) the effective date of Organizational Restructuring, and lasting until the
expiration date for the exercise of stock acquisition rights as stipulated in the table above.
(6) Matters concerning Increases in Capital Stock and Additional Paid-in Capital in case of Issuance ofShares due to the Exercise of Stock Acquisition Rights:(i) In the event that shares are issued due to the exercise of stock acquisition rights, shareholders’equity shall be increased by half the limit for increases in common stock that are calculated inaccordance with Article 40-1 of the Japanese Company Accounting Regulations. Any amountless than one yen shall be rounded up to the nearest yen.
(ii) In the event that shares are issued due to the exercise of stock acquisition rights, additional paidin capital shall be increased by the amount remaining after deducting the increase in the limit forincrease in common stock stipulated in (i) above.
(7) Limitation on Acquisition of Stock Acquisition Rights by Transfer:
The acquisition of stock acquisition rights by transfer shall be subject to approval by resolution of
the board.
(8) Provisions for the Acquisition of Stock Acquisition Rights:
In the event that a general meeting of shareholders of the Company approves any of the following(or, when shareholder approval is not necessary, in the event that the board or the representative
executive officer approves of any of the following), the Company may acquire stock acquisitionrights without compensation on a date separately specified by the board:(i) a proposed merger agreement under which the Company is to be dissolved;(ii) a proposed corporate division agreement or plan under which the Company would be split;(iii) a proposed share transfer agreement or plan that makes the Company a wholly owned
subsidiary;(iv) a proposed amendment of the Articles of Incorporation to add a provision that prescribes that
the Company, with respect to all of its issued shares, shall be required to obtain the approval the
Company for the acquisition of such shares by transfer; or(v) a proposed approval for an amendment of the Articles of Incorporation to add a provision thatprescribes that the Company shall be required to obtain the approval of the Company for theacquisition of the shares to be issued upon the exercise of stock acquisition rights by transfer orthat the Company shall obtain all of the shares of said class by a resolution of the general
meeting of shareholders.
(9) Other Conditions relating to the Exercise of Stock Acquisition Rights:
To be determined pursuant to Note 3 above.

68

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

July 30, 2009
Director of the Company
4

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

Director of subsidiary 4

20 (Note 1)

4 (Note 1)

Common stock
10,000 (Note 2)

Common stock
2,000 (Note 2)

One yen per share
From September 2, 2009

Exercise period

until September 1, 2029

Issue price for shares issued through the exercise of the stock

Issue price:

acquisition rights and the amount capitalized as common stock

Amount capitalized as common stock:

Terms and conditions for exercising the stock acquisition rights
Matters related to transfer of the stock acquisition rights

2,169 yen
1,085 yen

(Note 3)
Subject to the approval of the Board of Directors

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

(Note 4)

Above is based on information available as of the end of the current fiscal year (March 31, 2024). No change has
been made as of the end of the month preceding the filing date (May 31, 2024).
(Notes)1. The number of shares represented by one stock acquisition right is 500 shares.
2. In the event that the Company conducts a stock split (including the free allocation of shares of common
stock of the Company; hereinafter the same) or a reverse split of its common stock, the number of shares
represented by stock acquisition rights (the Number of Allotted Stock) will be adjusted in accordancewith the following formula:
Number of Allotted
Ratio of stock split or
Number of Allotted Stock
Stock after =Xreverse stock
before adjustment
adjustment
splitThis adjustment will apply from the day following the record date in the case of a stock split and from theday on which the reverse stock split becomes effective in the case of a reverse stock split. However, in theevent that the Company conducts a stock split that is conditioned on approval at a general meeting ofshareholders of the Company of an increase in stockholders’ equity or additional paid-in capital bydecreasing the amount of surplus, and provided that the record date for such stock split is set prior to theconclusion of such general meeting of shareholders, from the day following the conclusion of such general
meeting of shareholders, the adjustment will apply retroactively from the day following the record date.
In addition to the above, the Number of Allotted Stock shall be reasonably adjusted as may be required inunavoidable circumstances.
Any fractional shares that result from the above adjustment will be rounded down to the nearest wholeshare.
Furthermore, in case of any adjustment of the Number of Allotted Stock, the Company shall make anynecessary notification or announcement to Option holders no later than the day immediately preceding the
day on which the Number of Allotted Stock after adjustment becomes effective. However, if the Company
is unable to provide such notification or announcement by such date, the Company shall provide prompt
notification or announcement thereafter.
3. (1) Option holders may exercise their stock acquisition rights on the “Date of Loss of Status” andthereafter; provided, however, that in such case, such Option holder may only exercise his or her
stock acquisition rights until the earlier of (i) the expiration date of the exercise period as stipulated
in the table above and (ii) the five-year anniversary of the Exercise Start Date.
(2) Notwithstanding the foregoing, during the exercise period set forth in the table above, the Option
holders may exercise their stock acquisition rights in the following cases (for item (ii), excluding
*

69

4.

the case where the stock acquisition rights of the Surviving Company are granted to the Option
holders pursuant to Note 4 below) only during the respective periods designated below:(i) if the Exercise Start Date of the Option holder has not occurred by September 1, 2028
From September 2, 2028 until September 1, 2029.
(ii) if the general meeting of shareholders of the Company approves a merger agreement pursuant towhich the Company is to be dissolved or a stock swap agreement or share transfer plan thatmakes the Company a wholly owned subsidiary (or, in the event a resolution of the general
meeting of shareholders is not required, if a resolution of the board or determination by the chief
executive officer of the Company is passed):For 15 days from the day after the date of said approval.
(3) If an Option holder waives his or her stock acquisition rights, such Option holder may not exercise
the said stock acquisition rights.
In the event that the Company conducts Organizational Restructuring, stock acquisition rights of theSurviving Company shall be granted to each holder of the Residual Stock Acquisition Rights inaccordance with the following terms and conditions. In such case, the remaining stock acquisition rights
shall be canceled, and the Surviving Company shall issue new stock acquisition rights; provided,
however, that this shall be limited to the case where the grant of stock acquisition rights of the Surviving
Company pursuant to the following conditions is stipulated in the absorption-type demerger agreement,
incorporation-type demerger agreement, merger and spin-off agreement, new spin-off plan, stock swap
agreement, or share transfer plan:(1) Number of Stock Acquisition Rights of the Surviving Company to be Granted:
The number of stock acquisition rights to be granted shall be equal to the number of Residual Stock
Acquisition Rights.
(2) Class of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:Common stock of the Surviving Company.
(3) Number of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:To be determined pursuant to Note 2 above after taking into consideration the terms and conditionsof the Organizational Restructuring.
(4) Amount Capitalized upon Exercise of Stock Acquisition Rights:
The amount capitalized upon the exercise of each stock acquisition right to be granted shall be theamount paid after restructuring as prescribed below multiplied by the number of shares of theSurviving Company to be issued upon the exercise of the stock acquisition rights as determined inaccordance with (3) above. The amount paid after restructuring shall be one yen per share of theSurviving Company, which may be granted upon exercise of each stock acquisition right to be
granted.
(5) Exercise Period for Stock Acquisition Rights:
From the later of (i) the starting date of the exercise period for stock acquisition rights as stipulated
in the table above and (ii) the effective date of Organizational Restructuring, and lasting until the
expiration date for the exercise of stock acquisition rights as stipulated in the table above.
(6) Matters concerning Increases in Capital Stock and Additional Paid-in Capital in case of Issuance ofShares due to the Exercise of Stock Acquisition Rights:(i) In the event that shares are issued due to the exercise of stock acquisition rights, shareholders’equity shall be increased by half the limit for increases in common stock that are calculated inaccordance with Article 17-1 of the Japanese Company Accounting Regulations. Any amountless than one yen shall be rounded up to the nearest yen.
(ii) In the event that shares are issued due to the exercise of stock acquisition rights, additional paidin capital shall be increased by the amount remaining after deducting the increase in the limit forincrease in common stock stipulated in (i) above.
(7) Limitation on Acquisition of Stock Acquisition Rights by Transfer:
The acquisition of stock acquisition rights by transfer shall be subject to approval by resolution of
the board.
70(8) Provisions for the Acquisition of Stock Acquisition Rights:
In the event that a general meeting of shareholders of the Company approves any of the following(or, when shareholder approval is not necessary, in the event that the board or the representative
executive officer approves of any of the following), the Company may acquire stock acquisitionrights without compensation on a date separately specified by the board:(i) a proposed merger agreement under which the Company is to be dissolved;(ii) a proposed corporate division agreement or plan under which the Company would be split;(iii) a proposed share transfer agreement or plan that makes the Company a wholly owned
subsidiary;(iv) a proposed amendment of the Articles of Incorporation to add a provision that prescribes that
the Company, with respect to all of its issued shares, shall be required to obtain the approval of
the Company for the acquisition of such shares by transfer; or(v) a proposed approval for an amendment of the Articles of Incorporation to add a provision thatprescribes that the Company shall be required to obtain the approval of the Company for theacquisition of the shares to be issued upon the exercise of stock acquisition rights by transfer orthat the Company shall obtain all of the shares of said class by a resolution of the general
meeting of shareholders.
(9) Other Conditions relating to the Exercise of Stock Acquisition Rights:
To be determined pursuant to Note 3 above.
(5th Stock Acquisition Rights / 6th Stock Acquisition Rights)
Date of resolution

July 30, 2010
Director of the Company
4

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

Director of subsidiary 3

21 (Note 1)

4 (Note 1)

Common stock
10,500 (Note 2)

Common stock
2,000 (Note 2)

One yen per share
From September 2, 2010

Exercise period

until September 1, 2030

Issue price for shares issued through the exercise of the stock

Issue price:

acquisition rights and the amount capitalized as common stock

Amount capitalized as common stock:

Terms and conditions for exercising the stock acquisition rights
Matters related to transfer of the stock acquisition rights

2,163 yen
1,082 yen

(Note 3)
Subject to the approval of the Board of Directors

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

(Note 4)

Above is based on information available as of the end of the current fiscal year (March 31, 2024). No change has
been made as of the end of the month preceding the filing date (May 31, 2024).
(Notes)1. The number of shares represented by one stock acquisition right is 500 shares.
2. In the event that the Company conducts a stock split (including the free allocation of shares of common
stock of the Company; hereinafter the same) or a reverse split of its common stock, the number of shares
represented by stock acquisition rights (the Number of Allotted Stock) will be adjusted in accordancewith the following formula:
Number of Allotted
Ratio of stock split or
Number of Allotted Stock
Stock after =Xreverse stock
before adjustment
adjustment
splitThis adjustment will apply from the day following the record date in the case of a stock split and from theday on which the reverse stock split becomes effective in the case of a reverse stock split. However, in theevent that the Company conducts a stock split that is conditioned on approval at a general meeting of*71

shareholders of the Company of an increase in stockholders’ equity or additional paid-in capital bydecreasing the amount of surplus, and provided that the record date for such stock split is set prior to theconclusion of such general meeting of shareholders, from the day following the conclusion of such general
meeting of shareholders, the adjustment will apply retroactively from the day following the record date.
In addition to the above, the Number of Allotted Stock shall be reasonably adjusted as may be required inunavoidable circumstances.
Any fractional shares that result from the above adjustment will be rounded down to the nearest wholeshare.
Furthermore, in case of any adjustment of the Number of Allotted Stock, the Company shall make anynecessary notification or announcement to Option holders no later than the day immediately preceding the
day on which the Number of Allotted Stock after adjustment becomes effective. However, if the Company
is unable to provide such notification or announcement by such date, the Company shall provide prompt
notification or announcement thereafter.
3. (1) Option holders may exercise their stock acquisition rights on the Date of Loss of Status; provided,
however, that in such case, such Option holder may only exercise his or her stock acquisition rights
until the earlier of (i) the expiration date of the exercise period as stipulated in the table above and(ii) the five-year anniversary of the Exercise Start Date.
(2) Notwithstanding the foregoing, during the exercise period set forth in the table above, the Option
holders may exercise their stock acquisition rights in the following cases (for item (ii), excluding
the case where the stock acquisition rights of the Surviving Company are granted to the Option
holders pursuant to Note 4 below) only during the respective periods designated below:(i) if the Exercise Start Date of the Option holder has not occurred by September 1, 2029
From September 2, 2029 until September 1, 2030.
(ii) if the general meeting of shareholders of the Company approves a merger agreement pursuant towhich the Company is to be dissolved or a stock swap agreement or share transfer plan thatmakes the Company a wholly owned subsidiary (or, in the event a resolution of the general
meeting of shareholders is not required, if a resolution of the board or determination by the chief
executive officer of the Company is passed):For 15 days from the day after the date of said approval.
(3) If an Option holder waives his or her stock acquisition rights, such Option holder may not exercise
the said stock acquisition rights.
4. In the event that the Company conducts Organizational Restructuring, stock acquisition rights of theSurviving Company shall be granted to each holder of the Residual Stock Acquisition Rights inaccordance with the following terms and conditions. In such case, the remaining stock acquisition rights
shall be canceled, and the Surviving Company shall issue new stock acquisition rights; provided,
however, that this shall be limited to the case where the grant of stock acquisition rights of the Surviving
Company pursuant to the following conditions is stipulated in the absorption-type demerger agreement,
incorporation-type demerger agreement, merger and spin-off agreement, new spin-off plan, stock swap
agreement, or share transfer plan:(1) Number of Stock Acquisition Rights of the Surviving Company to be Granted:
The number of stock acquisition rights to be granted shall be equal to the number of Residual Stock
Acquisition Rights.
(2) Class of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:Common stock of the Surviving Company.
(3) Number of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:To be determined pursuant to Note 2 above after taking into consideration the terms and conditionsof the Organizational Restructuring.
(4) Amount Capitalized upon Exercise of Stock Acquisition Rights:
The amount capitalized upon the exercise of each stock acquisition right to be granted shall be theamount paid after restructuring as prescribed below multiplied by the number of shares of theSurviving Company to be issued upon the exercise of the stock acquisition rights as determined in72accordance with (3) above. The amount paid after restructuring shall be one yen per share of theSurviving Company, which may be granted upon exercise of each stock acquisition right to be
granted.
(5) Exercise Period for Stock Acquisition Rights:
From the later of (i) the starting date of the exercise period for stock acquisition rights as stipulated
in the table above and (ii) the effective date of Organizational Restructuring, and lasting until the
expiration date for the exercise of stock acquisition rights as stipulated in the table above.
(6) Matters concerning Increases in Capital Stock and Additional Paid-in Capital in case of Issuance ofShares due to the Exercise of Stock Acquisition Rights:(i) In the event that shares are issued due to the exercise of stock acquisition rights, shareholders’equity shall be increased by half the limit for increases in common stock that are calculated inaccordance with Article 17-1 of the Japanese Company Accounting Regulations. Any amountless than one yen shall be rounded up to the nearest yen.
(ii) In the event that shares are issued due to the exercise of stock acquisition rights, additional paidin capital shall be increased by the amount remaining after deducting the increase in the limit forincrease in common stock stipulated in (i) above.
(7) Limitation on Acquisition of Stock Acquisition Rights by Transfer:
The acquisition of stock acquisition rights by transfer shall be subject to approval by resolution of
the board.
(8) Provisions for the Acquisition of Stock Acquisition Rights:
In the event that a general meeting of shareholders of the Company approves any of the following(or, when shareholder approval is not necessary, in the event that the board or the representative
executive officer approves of any of the following), the Company may acquire stock acquisitionrights without compensation on a date separately specified by the board:(i) a proposed merger agreement under which the Company is to be dissolved;(ii) a proposed corporate division agreement or plan under which the Company would be split;(iii) a proposed share transfer agreement or plan that makes the Company a wholly owned
subsidiary;(iv) a proposed amendment of the Articles of Incorporation to add a provision that prescribes that
the Company, with respect to all of its issued shares, shall be required to obtain the approval of
the Company for the acquisition of such shares by transfer; or(v) a proposed approval for an amendment of the Articles of Incorporation to add a provision thatprescribes that the Company shall be required to obtain the approval of the Company for theacquisition of the shares to be issued upon the exercise of stock acquisition rights by transfer orthat the Company shall obtain all of the shares of said class by a resolution of the general
meeting of shareholders.
(9) Other Conditions relating to the Exercise of Stock Acquisition Rights:
To be determined pursuant to Note 3 above.

73

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

July 29, 2011
Director of the Company
5

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

Director of subsidiary 5

31 (Note 1)–

Common stock
15,500 (Note 2)–

One yen per share
From September 2, 2011

Exercise period

until September 1, 2031

Issue price for shares issued through the exercise of the stock

Issue price:

acquisition rights and the amount capitalized as common stock

Amount capitalized as common stock:

Terms and conditions for exercising the stock acquisition rights
Matters related to transfer of the stock acquisition rights

1,757 yen
879 yen(Note 3)
Subject to the approval of the Board of Directors

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

(Note 4)

Above is based on information available as of the end of the current fiscal year (March 31, 2024). No change has
been made as of the end of the month preceding the filing date (May 31, 2024).
(Notes)1. The number of shares represented by one stock acquisition right is 500 shares.
2. In the event that the Company conducts a stock split (including the free allocation of shares of common
stock of the Company; hereinafter the same) or a reverse split of its common stock, the number of shares
represented by stock acquisition rights (the Number of Allotted Stock) will be adjusted in accordancewith the following formula:
Number of Allotted
Ratio of stock split or
Number of Allotted Stock
Stock after =Xreverse stock
before adjustment
adjustment
splitThis adjustment will apply from the day following the record date in the case of a stock split and from theday on which the reverse stock split becomes effective in the case of a reverse stock split. However, in theevent that the Company conducts a stock split that is conditioned on approval at a general meeting ofshareholders of the Company of an increase in stockholders’ equity or additional paid-in capital bydecreasing the amount of surplus, and provided that the record date for such stock split is set prior to theconclusion of such general meeting of shareholders, from the day following the conclusion of such general
meeting of shareholders, the adjustment will apply retroactively from the day following the record date.
In addition to the above, the Number of Allotted Stock shall be reasonably adjusted as may be required inunavoidable circumstances.
Any fractional shares that result from the above adjustment will be rounded down to the nearest wholeshare.
Furthermore, in case of any adjustment of the Number of Allotted Stock, the Company shall make anynecessary notification or announcement to Option holders no later than the day immediately preceding the
day on which the Number of Allotted Stock after adjustment becomes effective. However, if the Company
is unable to provide such notification or announcement by such date, the Company shall provide prompt
notification or announcement thereafter.
3. (1) Option holders may exercise their stock acquisition rights on the Date of Loss of Status; provided,
however, that in such case, such Option holder may only exercise his or her stock acquisition rights
until the earlier of (i) the expiration date of the exercise period as stipulated in the table above and(ii) the five-year anniversary of the Exercise Start Date.
(2) Notwithstanding the foregoing, during the exercise period set forth in the table above, the Option
holders may exercise their stock acquisition rights in the following cases (for item (ii), excluding74

4.

the case where the stock acquisition rights of the Surviving Company are granted to the Option
holders pursuant to Note 4 below) only during the respective periods designated below:(i) if the Exercise Start Date of the Option holder has not occurred by September 1, 2030
From September 2, 2030 until September 1, 2031.
(ii) if the general meeting of shareholders of the Company approves a merger agreement pursuant towhich the Company is to be dissolved or a stock swap agreement or share transfer plan thatmakes the Company a wholly owned subsidiary (or, in the event a resolution of the general
meeting of shareholders is not required, if a resolution of the board or determination by the chief
executive officer of the Company is passed):For 15 days from the day after the date of said approval.
(3) If an Option holder waives his or her stock acquisition rights, such Option holder may not exercise
the said stock acquisition rights.
In the event that the Company conducts Organizational Restructuring, stock acquisition rights of theSurviving Company shall be granted to each holder of the Residual Stock Acquisition Rights inaccordance with the following terms and conditions. In such case, the remaining stock acquisition rights
shall be canceled, and the Surviving Company shall issue new stock acquisition rights; provided,
however, that this shall be limited to the case where the grant of stock acquisition rights of the Surviving
Company pursuant to the following conditions is stipulated in the absorption-type demerger agreement,
incorporation-type demerger agreement, merger and spin-off agreement, new spin-off plan, stock swap
agreement, or share transfer plan:(1) Number of Stock Acquisition Rights of the Surviving Company to be Granted:
The number of stock acquisition rights to be granted shall be equal to the number of Residual Stock
Acquisition Rights.
(2) Class of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:Common stock of the Surviving Company.
(3) Number of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:To be determined pursuant to Note 2 above after taking into consideration the terms and conditionsof the Organizational Restructuring.
(4) Amount Capitalized upon Exercise of Stock Acquisition Rights:
The amount capitalized upon the exercise of each stock acquisition right to be granted shall be theamount paid after restructuring as prescribed below multiplied by the number of shares of theSurviving Company to be issued upon the exercise of the stock acquisition rights as determined inaccordance with (3) above. The amount paid after restructuring shall be one yen per share of theSurviving Company, which may be granted upon exercise of each stock acquisition right to be
granted.
(5) Exercise Period for Stock Acquisition Rights:
From the later of (i) the starting date of the exercise period for stock acquisition rights as stipulated
in the table above and (ii) the effective date of Organizational Restructuring, and lasting until the
expiration date for the exercise of stock acquisition rights as stipulated in the table above.
(6) Matters concerning Increases in Capital Stock and Additional Paid-in Capital in case of Issuance ofShares due to the Exercise of Stock Acquisition Rights:(i) In the event that shares are issued due to the exercise of stock acquisition rights, shareholders’equity shall be increased by half the limit for increases in common stock that are calculated inaccordance with Article 17-1 of the Japanese Company Accounting Regulations. Any amountless than one yen shall be rounded up to the nearest yen.
(ii) In the event that shares are issued due to the exercise of stock acquisition rights, additional paidin capital shall be increased by the amount remaining after deducting the increase in the limit forincrease in common stock stipulated in (i) above.
(7) Limitation on Acquisition of Stock Acquisition Rights by Transfer:
The acquisition of stock acquisition rights by transfer shall be subject to approval by resolution of
the board.
75

(8) Provisions for the Acquisition of Stock Acquisition Rights:
In the event that a general meeting of shareholders of the Company approves any of the following(or, when shareholder approval is not necessary, in the event that the board or the representative
executive officer approves of any of the following), the Company may acquire stock acquisitionrights without compensation on a date separately specified by the board:(i) a proposed merger agreement under which the Company is to be dissolved;(ii) a proposed corporate division agreement or plan under which the Company would be split;(iii) a proposed share transfer agreement or plan that makes the Company a wholly owned
subsidiary;(iv) a proposed amendment of the Articles of Incorporation to add a provision that prescribes that
the Company, with respect to all of its issued shares, shall be required to obtain the approval of
the Company for the acquisition of such shares by transfer; or(v) a proposed approval for an amendment of the Articles of Incorporation to add a provision thatprescribes that the Company shall be required to obtain the approval of the Company for theacquisition of the shares to be issued upon the exercise of stock acquisition rights by transfer orthat the Company shall obtain all of the shares of said class by a resolution of the general
meeting of shareholders.
(9) Other Conditions relating to the Exercise of Stock Acquisition Rights:
To be determined pursuant to Note 3 above.
(9th Stock Acquisition Rights / 10th Stock Acquisition Rights)
Date of resolution

July 31, 2012
Director of the Company
5

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

Director of subsidiary4

35 (Note 1)–

Common stock
17,500 (Note 2)–

One yen per share
From September 4, 2012

Exercise period

until September 3, 2032

Issue price for shares issued through the exercise of the stock

Issue price:

acquisition rights and the amount capitalized as common stock

Amount capitalized as common stock:

Terms and conditions for exercising the stock acquisition rights
Matters related to transfer of the stock acquisition rights

1,599 yen
800 yen(Note 3)
Subject to the approval of the Board of Directors

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

(Note 4)

Above is based on information available as of the end of the current fiscal year (March 31, 2024). No change has
been made as of the end of the month preceding the filing date (May 31, 2024).
(Notes)1. The number of shares represented by one stock acquisition right is 500 shares.
2. In the event that the Company conducts a stock split (including the free allocation of shares of common
stock of the Company; hereinafter the same) or a reverse split of its common stock, the number of shares
represented by stock acquisition rights (the Number of Allotted Stock) will be adjusted in accordancewith the following formula:
Number of Allotted
Ratio of stock split or
Number of Allotted Stock
Stock after =Xreverse stock
before adjustment
adjustment
splitThis adjustment will apply from the day following the record date in the case of a stock split and from theday on which the reverse stock split becomes effective in the case of a reverse stock split. However, in theevent that the Company conducts a stock split that is conditioned on approval at a general meeting of76

shareholders of the Company of an increase in stockholders’ equity or additional paid-in capital bydecreasing the amount of surplus, and provided that the record date for such stock split is set prior to theconclusion of such general meeting of shareholders, from the day following the conclusion of such general
meeting of shareholders, the adjustment will apply retroactively from the day following the record date.
In addition to the above, the Number of Allotted Stock shall be reasonably adjusted as may be required inunavoidable circumstances.
Any fractional shares that result from the above adjustment will be rounded down to the nearest wholeshare.
Furthermore, in case of any adjustment of the Number of Allotted Stock, the Company shall make anynecessary notification or announcement to Option holders no later than the day immediately preceding the
day on which the Number of Allotted Stock after adjustment becomes effective. However, if the Company
is unable to provide such notification or announcement by such date, the Company shall provide prompt
notification or announcement thereafter.
3. (1) Option holders may exercise their stock acquisition rights on the Date of Loss of Status; provided,
however, that in such case, such Option holder may only exercise his or her stock acquisition rights
until the earlier of (i) the expiration date of the exercise period as stipulated in the table above and(ii) the five-year anniversary of the Exercise Start Date.
(2) Notwithstanding the foregoing, during the exercise period set forth in the table above, the Option
holders may exercise their stock acquisition rights in the following cases (for item (ii), excluding
the case where the stock acquisition rights of the Surviving Company are granted to the Option
holders pursuant to Note 4 below) only during the respective periods designated below:(i) if the Exercise Start Date of the Option holder has not occurred by September 1, 2031
From September 2, 2031 until September 3, 2032.
(ii) if the general meeting of shareholders of the Company approves a merger agreement pursuant towhich the Company is to be dissolved or a stock swap agreement or share transfer plan thatmakes the Company a wholly owned subsidiary (or, in the event a resolution of the general
meeting of shareholders is not required, if a resolution of the board or determination by the chief
executive officer of the Company is passed):For 15 days from the day after the date of said approval.
(3) If an Option holder waives his or her stock acquisition rights, such Option holder may not exercise
the said stock acquisition rights.
4. In the event that the Company conducts Organizational Restructuring, stock acquisition rights of theSurviving Company shall be granted to each holder of the Residual Stock Acquisition Rights inaccordance with the following terms and conditions. In such case, the remaining stock acquisition rights
shall be canceled, and the Surviving Company shall issue new stock acquisition rights; provided,
however, that this shall be limited to the case where the grant of stock acquisition rights of the Surviving
Company pursuant to the following conditions is stipulated in the absorption-type demerger agreement,
incorporation-type demerger agreement, merger and spin-off agreement, new spin-off plan, stock swap
agreement, or share transfer plan:(1) Number of Stock Acquisition Rights of the Surviving Company to be Granted:
The number of stock acquisition rights to be granted shall be equal to the number of Residual Stock
Acquisition Rights.
(2) Class of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:Common stock of the Surviving Company.
(3) Number of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:To be determined pursuant to Note 2 above after taking into consideration the terms and conditionsof the Organizational Restructuring.
(4) Amount Capitalized upon Exercise of Stock Acquisition Rights:
The amount capitalized upon the exercise of each stock acquisition right to be granted shall be theamount paid after restructuring as prescribed below multiplied by the number of shares of theSurviving Company to be issued upon the exercise of the stock acquisition rights as determined in77accordance with (3) above. The amount paid after restructuring shall be one yen per share of theSurviving Company, which may be granted upon exercise of each stock acquisition right to be
granted.
(5) Exercise Period for Stock Acquisition Rights:
From the later of (i) the starting date of the exercise period for stock acquisition rights as stipulated
in the table above and (ii) the effective date of Organizational Restructuring, and lasting until the
expiration date for the exercise of stock acquisition rights as stipulated in the table above.
(6) Matters concerning Increases in Capital Stock and Additional Paid-in Capital in case of Issuance ofShares due to the Exercise of Stock Acquisition Rights:(i) In the event that shares are issued due to the exercise of stock acquisition rights, shareholders’equity shall be increased by half the limit for increases in common stock that are calculated inaccordance with Article 17-1 of the Japanese Company Accounting Regulations. Any amountless than one yen shall be rounded up to the nearest yen.
(ii) In the event that shares are issued due to the exercise of stock acquisition rights, additional paidin capital shall be increased by the amount remaining after deducting the increase in the limit forincrease in common stock stipulated in (i) above.
(7) Limitation on Acquisition of Stock Acquisition Rights by Transfer:
The acquisition of stock acquisition rights by transfer shall be subject to approval by resolution of
the board.
(8) Provisions for the Acquisition of Stock Acquisition Rights:
In the event that a general meeting of shareholders of the Company approves any of the following(or, when shareholder approval is not necessary, in the event that the board or the representative
executive officer approves of any of the following), the Company may acquire stock acquisitionrights without compensation on a date separately specified by the board:(i) a proposed merger agreement under which the Company is to be dissolved;(ii) a proposed corporate division agreement or plan under which the Company would be split;(iii) a proposed share transfer agreement or plan that makes the Company a wholly owned
subsidiary;(iv) a proposed amendment of the Articles of Incorporation to add a provision that prescribes that
the Company, with respect to all of its issued shares, shall be required to obtain the approval of
the Company for the acquisition of such shares by transfer; or(v) a proposed approval for an amendment of the Articles of Incorporation to add a provision thatprescribes that the Company shall be required to obtain the approval of the Company for theacquisition of the shares to be issued upon the exercise of stock acquisition rights by transfer orthat the Company shall obtain all of the shares of said class by a resolution of the general
meeting of shareholders.
(9) Other Conditions relating to the Exercise of Stock Acquisition Rights:
To be determined pursuant to Note 3 above.

78

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

July 31, 2013
Director of the Company
5

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

Director of subsidiary6

34 (Note 1)–

Common stock
17,000 (Note 2)–

One yen per share
From September 3, 2013

Exercise period

until September 2, 2033

Issue price for shares issued through the exercise of the stock

Issue price:

acquisition rights and the amount capitalized as common stock

Amount capitalized as common stock:

Terms and conditions for exercising the stock acquisition rights
Matters related to transfer of the stock acquisition rights

1,837 yen
919 yen(Note 3)
Subject to the approval of the Board of Directors

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

(Note 4)

Above is based on information available as of the end of the current fiscal year (March 31, 2024). No change has
been made as of the end of the month preceding the filing date (May 31, 2024).
(Notes)1. The number of shares represented by one stock acquisition right is 500 shares.
2. In the event that the Company conducts a stock split (including the free allocation of shares of common
stock of the Company; hereinafter the same) or a reverse split of its common stock, the number of shares
represented by stock acquisition rights (the Number of Allotted Stock) will be adjusted in accordancewith the following formula:
Number of Allotted
Ratio of stock split or
Number of Allotted Stock
Stock after =Xreverse stock
before adjustment
adjustment
splitThis adjustment will apply from the day following the record date in the case of a stock split and from theday on which the reverse stock split becomes effective in the case of a reverse stock split. However, in theevent that the Company conducts a stock split that is conditioned on approval at a general meeting ofshareholders of the Company of an increase in stockholders’ equity or additional paid-in capital bydecreasing the amount of surplus, and provided that the record date for such stock split is set prior to theconclusion of such general meeting of shareholders, from the day following the conclusion of such general
meeting of shareholders, the adjustment will apply retroactively from the day following the record date.
In addition to the above, the Number of Allotted Stock shall be reasonably adjusted as may be required inunavoidable circumstances.
Any fractional shares that result from the above adjustment will be rounded down to the nearest wholeshare.
Furthermore, in case of any adjustment of the Number of Allotted Stock, the Company shall make anynecessary notification or announcement to Option holders no later than the day immediately preceding the
day on which the Number of Allotted Stock after adjustment becomes effective. However, if the Company
is unable to provide such notification or announcement by such date, the Company shall provide prompt
notification or announcement thereafter.
3. (1) Option holders may exercise their stock acquisition rights on the Date of Loss of Status; provided,
however, that in such case, such Option holder may only exercise his or her stock acquisition rights
until the earlier of (i) the expiration date of the exercise period as stipulated in the table above and(ii) the five-year anniversary of the Exercise Start Date.
(2) Notwithstanding the foregoing, during the exercise period set forth in the table above, the Option
holders may exercise their stock acquisition rights in the following cases (for item (ii), excluding79

4.

the case where the stock acquisition rights of the Surviving Company are granted to the Option
holders pursuant to Note 4 below) only during the respective periods designated below:(i) if the Exercise Start Date of the Option holder has not occurred by September 1, 2032
From September 2, 2032 until September 2, 2033.
(ii) if the general meeting of shareholders of the Company approves a merger agreement pursuant towhich the Company is to be dissolved or a stock swap agreement or share transfer plan thatmakes the Company a wholly owned subsidiary (or, in the event a resolution of the general
meeting of shareholders is not required, if a resolution of the board or determination by the chief
executive officer of the Company is passed):For 15 days from the day after the date of said approval.
(3) If an Option holder waives his or her stock acquisition rights, such Option holder may not exercise
the said stock acquisition rights.
In the event that the Company conducts Organizational Restructuring, stock acquisition rights of theSurviving Company shall be granted to each holder of the Residual Stock Acquisition Rights inaccordance with the following terms and conditions. In such case, the remaining stock acquisition rights
shall be canceled, and the Surviving Company shall issue new stock acquisition rights; provided,
however, that this shall be limited to the case where the grant of stock acquisition rights of the Surviving
Company pursuant to the following conditions is stipulated in the absorption-type demerger agreement,
incorporation-type demerger agreement, merger and spin-off agreement, new spin-off plan, stock swap
agreement, or share transfer plan:(1) Number of Stock Acquisition Rights of the Surviving Company to be Granted:
The number of stock acquisition rights to be granted shall be equal to the number of Residual Stock
Acquisition Rights.
(2) Class of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:Common stock of the Surviving Company.
(3) Number of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:To be determined pursuant to Note 2 above after taking into consideration the terms and conditionsof the Organizational Restructuring.
(4) Amount Capitalized upon Exercise of Stock Acquisition Rights:
The amount capitalized upon the exercise of each stock acquisition right to be granted shall be theamount paid after restructuring as prescribed below multiplied by the number of shares of theSurviving Company to be issued upon the exercise of the stock acquisition rights as determined inaccordance with (3) above. The amount paid after restructuring shall be one yen per share of theSurviving Company, which may be granted upon exercise of each stock acquisition right to be
granted.
(5) Exercise Period for Stock Acquisition Rights:
From the later of (i) the starting date of the exercise period for stock acquisition rights as stipulated
in the table above and (ii) the effective date of Organizational Restructuring, and lasting until the
expiration date for the exercise of stock acquisition rights as stipulated in the table above.
(6) Matters concerning Increases in Capital Stock and Additional Paid-in Capital in case of Issuance ofShares due to the Exercise of Stock Acquisition Rights:(i) In the event that shares are issued due to the exercise of stock acquisition rights, shareholders’equity shall be increased by half the limit for increases in common stock that are calculated inaccordance with Article 17-1 of the Japanese Company Accounting Regulations. Any amountless than one yen shall be rounded up to the nearest yen.
(ii) In the event that shares are issued due to the exercise of stock acquisition rights, additional paidin capital shall be increased by the amount remaining after deducting the increase in the limit forincrease in common stock stipulated in (i) above.
(7) Limitation on Acquisition of Stock Acquisition Rights by Transfer:
The acquisition of stock acquisition rights by transfer shall be subject to approval by resolution of
the board.
80(8) Provisions for the Acquisition of Stock Acquisition Rights:
In the event that a general meeting of shareholders of the Company approves any of the following(or, when shareholder approval is not necessary, in the event that the board or the representative
executive officer approves of any of the following), the Company may acquire stock acquisitionrights without compensation on a date separately specified by the board:(i) a proposed merger agreement under which the Company is to be dissolved;(ii) a proposed corporate division agreement or plan under which the Company would be split;(iii) a proposed share transfer agreement or plan that makes the Company a wholly owned
subsidiary;(iv) a proposed amendment of the Articles of Incorporation to add a provision that prescribes that
the Company, with respect to all of its issued shares, shall be required to obtain the approval of
the Company for the acquisition of such shares by transfer; or(v) a proposed approval for an amendment of the Articles of Incorporation to add a provision thatprescribes that the Company shall be required to obtain the approval of the Company for theacquisition of the shares to be issued upon the exercise of stock acquisition rights by transfer orthat the Company shall obtain all of the shares of said class by a resolution of the general
meeting of shareholders.
(9) Other Conditions relating to the Exercise of Stock Acquisition Rights:
To be determined pursuant to Note 3 above.
(13th Stock Acquisition Rights / 14th Stock Acquisition Rights)
Date of resolution

July 31, 2014
Director of the Company
5

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

Director of subsidiary530 (Note 1)

6 (Note 1)

Common stock
15,000 (Note 2)

Common stock
3,000 (Note 2)

One yen per share
From September 2, 2014

Exercise period

until September 1, 2034

Issue price for shares issued through the exercise of the stock

Issue price:

acquisition rights and the amount capitalized as common stock

Amount capitalized as common stock:

Terms and conditions for exercising the stock acquisition rights
Matters related to transfer of the stock acquisition rights

1,875 yen
938 yen(Note 3)
Subject to the approval of the Board of Directors

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

(Note 4)

Above is based on information available as of the end of the current fiscal year (March 31, 2024). No change has
been made as of the end of the month preceding the filing date (May 31, 2024).
(Notes)1. The number of shares represented by one stock acquisition right is 500 shares.
2. In the event that the Company conducts a stock split (including the free allocation of shares of common
stock of the Company; hereinafter the same) or a reverse split of its common stock, the number of shares
represented by stock acquisition rights (the Number of Allotted Stock) will be adjusted in accordancewith the following formula:
Number of Allotted
Ratio of stock split or
Number of Allotted Stock
Stock after =Xreverse stock
before adjustment
adjustment
splitThis adjustment will apply from the day following the record date in the case of a stock split and from theday on which the reverse stock split becomes effective in the case of a reverse stock split. However, in theevent that the Company conducts a stock split that is conditioned on approval at a general meeting of81

shareholders of the Company of an increase in stockholders’ equity or additional paid-in capital bydecreasing the amount of surplus, and provided that the record date for such stock split is set prior to theconclusion of such general meeting of shareholders, from the day following the conclusion of such general
meeting of shareholders, the adjustment will apply retroactively from the day following the record date.
In addition to the above, the Number of Allotted Stock shall be reasonably adjusted as may be required inunavoidable circumstances.
Any fractional shares that result from the above adjustment will be rounded down to the nearest wholeshare.
Furthermore, in case of any adjustment of the Number of Allotted Stock, the Company shall make anynecessary notification or announcement to Option holders no later than the day immediately preceding the
day on which the Number of Allotted Stock after adjustment becomes effective. However, if the Company
is unable to provide such notification or announcement by such date, the Company shall provide prompt
notification or announcement thereafter.
3. (1) Option holders may exercise their stock acquisition rights on the Date of Loss of Status; provided,
however, that in such case, such Option holder may only exercise his or her stock acquisition rights
until the earlier of (i) the expiration date of the exercise period as stipulated in the table above and(ii) the five-year anniversary of the Exercise Start Date.
(2) Notwithstanding the foregoing, during the exercise period set forth in the table above, the Option
holders may exercise their stock acquisition rights in the following cases (for item (ii), excluding
the case where the stock acquisition rights of the Surviving Company are granted to the Option
holders pursuant to Note 4 below) only during the respective periods designated below:(i) if the Exercise Start Date of the Option holder has not occurred by September 1, 2033
From September 2, 2033 until September 1, 2034.
(ii) if the general meeting of shareholders of the Company approves a merger agreement pursuant towhich the Company is to be dissolved or a stock swap agreement or share transfer plan thatmakes the Company a wholly owned subsidiary (or, in the event a resolution of the general
meeting of shareholders is not required, if a resolution of the board or determination by the chief
executive officer of the Company is passed):For 15 days from the day after the date of said approval.
(3) If an Option holder waives his or her stock acquisition rights, such Option holder may not exercise
the said stock acquisition rights.
4. In the event that the Company conducts Organizational Restructuring, stock acquisition rights of theSurviving Company shall be granted to each holder of the Residual Stock Acquisition Rights inaccordance with the following terms and conditions. In such case, the remaining stock acquisition rights
shall be canceled, and the Surviving Company shall issue new stock acquisition rights; provided,
however, that this shall be limited to the case where the grant of stock acquisition rights of the Surviving
Company pursuant to the following conditions is stipulated in the absorption-type demerger agreement,
incorporation-type demerger agreement, merger and spin-off agreement, new spin-off plan, stock swap
agreement, or share transfer plan:(1) Number of Stock Acquisition Rights of the Surviving Company to be Granted:
The number of stock acquisition rights to be granted shall be equal to the number of Residual Stock
Acquisition Rights.
(2) Class of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:Common stock of the Surviving Company.
(3) Number of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:To be determined pursuant to Note 2 above after taking into consideration the terms and conditionsof the Organizational Restructuring.
(4) Amount Capitalized upon Exercise of Stock Acquisition Rights:
The amount capitalized upon the exercise of each stock acquisition right to be granted shall be theamount paid after restructuring as prescribed below multiplied by the number of shares of theSurviving Company to be issued upon the exercise of the stock acquisition rights as determined in82accordance with (3) above. The amount paid after restructuring shall be one yen per share of theSurviving Company, which may be granted upon exercise of each stock acquisition right to be
granted.
(5) Exercise Period for Stock Acquisition Rights:
From the later of (i) the starting date of the exercise period for stock acquisition rights as stipulated
in the table above and (ii) the effective date of Organizational Restructuring, and lasting until the
expiration date for the exercise of stock acquisition rights as stipulated in the table above.
(6) Matters concerning Increases in Capital Stock and Additional Paid-in Capital in case of Issuance ofShares due to the Exercise of Stock Acquisition Rights:(i) In the event that shares are issued due to the exercise of stock acquisition rights, shareholders’equity shall be increased by half the limit for increases in common stock that are calculated inaccordance with Article 17-1 of the Japanese Company Accounting Regulations. Any amountless than one yen shall be rounded up to the nearest yen.
(ii) In the event that shares are issued due to the exercise of stock acquisition rights, additional paidin capital shall be increased by the amount remaining after deducting the increase in the limit forincrease in common stock stipulated in (i) above.
(7) Limitation on Acquisition of Stock Acquisition Rights by Transfer:
The acquisition of stock acquisition rights by transfer shall be subject to approval by resolution of
the board.
(8) Provisions for the Acquisition of Stock Acquisition Rights:
In the event that a general meeting of shareholders of the Company approves any of the following(or, when shareholder approval is not necessary, in the event that the board or the representative
executive officer approves of any of the following), the Company may acquire stock acquisitionrights without compensation on a date separately specified by the board:(i) a proposed merger agreement under which the Company is to be dissolved;(ii) a proposed corporate division agreement or plan under which the Company would be split;(iii) a proposed share transfer agreement or plan that makes the Company a wholly owned
subsidiary;(iv) a proposed amendment of the Articles of Incorporation to add a provision that prescribes that
the Company, with respect to all of its issued shares, shall be required to obtain the approval of
the Company for the acquisition of such shares by transfer; or(v) a proposed approval for an amendment of the Articles of Incorporation to add a provision thatprescribes that the Company shall be required to obtain the approval of the Company for theacquisition of the shares to be issued upon the exercise of stock acquisition rights by transfer orthat the Company shall obtain all of the shares of said class by a resolution of the general
meeting of shareholders.
(9) Other Conditions relating to the Exercise of Stock Acquisition Rights:
To be determined pursuant to Note 3 above.

83

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

July 31, 2015
Director of the Company
5

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

Director of subsidiary4

25 (Note 1)

6 (Note 1)

Common stock
12,500 (Note 2)

Common stock
3,000 (Note 2)

One yen per share
From September 2, 2015

Exercise period

until September 1, 2035

Issue price for shares issued through the exercise of the stock

Issue price:

acquisition rights and the amount capitalized as common stock

Amount capitalized as common stock:

Terms and conditions for exercising the stock acquisition rights
Matters related to transfer of the stock acquisition rights

2,839 yen
1,420 yen

(Note 3)
Subject to the approval of the Board of Directors

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

(Note 4)

Above is based on information available as of the end of the current fiscal year (March 31, 2024). No change has
been made as of the end of the month preceding the filing date (May 31, 2024).
(Notes)1. The number of shares represented by one stock acquisition right is 500 shares.
2. In the event that the Company conducts a stock split (including the free allocation of shares of common
stock of the Company; hereinafter the same) or a reverse split of its common stock, the number of shares
represented by stock acquisition rights (the Number of Allotted Stock) will be adjusted in accordancewith the following formula:
Number of Allotted
Ratio of stock split or
Number of Allotted Stock
Stock after =Xreverse stock
before adjustment
adjustment
splitThis adjustment will apply from the day following the record date in the case of a stock split and from theday on which the reverse stock split becomes effective in the case of a reverse stock split. However, in theevent that the Company conducts a stock split that is conditioned on approval at a general meeting ofshareholders of the Company of an increase in stockholders’ equity or additional paid-in capital bydecreasing the amount of surplus, and provided that the record date for such stock split is set prior to theconclusion of such general meeting of shareholders, from the day following the conclusion of such general
meeting of shareholders, the adjustment will apply retroactively from the day following the record date.
In addition to the above, the Number of Allotted Stock shall be reasonably adjusted as may be required inunavoidable circumstances.
Any fractional shares that result from the above adjustment will be rounded down to the nearest wholeshare.
Furthermore, in case of any adjustment of the Number of Allotted Stock, the Company shall make anynecessary notification or announcement to Option holders no later than the day immediately preceding the
day on which the Number of Allotted Stock after adjustment becomes effective. However, if the Company
is unable to provide such notification or announcement by such date, the Company shall provide prompt
notification or announcement thereafter.
3. (1) Option holders may exercise their stock acquisition rights on the Date of Loss of Status; provided,
however, that in such case, such Option holder may only exercise his or her stock acquisition rights
until the earlier of (i) the expiration date of the exercise period as stipulated in the table above and(ii) the five-year anniversary of the Exercise Start Date.
(2) Notwithstanding the foregoing, during the exercise period set forth in the table above, the Option
holders may exercise their stock acquisition rights in the following cases (for item (ii), excluding84

4.

the case where the stock acquisition rights of the Surviving Company are granted to the Option
holders pursuant to Note 4 below) only during the respective periods designated below:(i) if the Exercise Start Date of the Option holder has not occurred by September 1, 2034
From September 2, 2034 until September 1, 2035.
(ii) if the general meeting of shareholders of the Company approves a merger agreement pursuant towhich the Company is to be dissolved or a stock swap agreement or share transfer plan thatmakes the Company a wholly owned subsidiary (or, in the event a resolution of the general
meeting of shareholders is not required, if a resolution of the board or determination by the chief
executive officer of the Company is passed):For 15 days from the day after the date of said approval.
(3) If an Option holder waives his or her stock acquisition rights, such Option holder may not exercise
the said stock acquisition rights.
In the event that the Company conducts Organizational Restructuring, stock acquisition rights of theSurviving Company shall be granted to each holder of the Residual Stock Acquisition Rights inaccordance with the following terms and conditions. In such case, the remaining stock acquisition rights
shall be canceled, and the Surviving Company shall issue new stock acquisition rights; provided,
however, that this shall be limited to the case where the grant of stock acquisition rights of the Surviving
Company pursuant to the following conditions is stipulated in the absorption-type demerger agreement,
incorporation-type demerger agreement, merger and spin-off agreement, new spin-off plan, stock swap
agreement, or share transfer plan:(1) Number of Stock Acquisition Rights of the Surviving Company to be Granted:
The number of stock acquisition rights to be granted shall be equal to the number of Residual Stock
Acquisition Rights.
(2) Class of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:Common stock of the Surviving Company.
(3) Number of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:To be determined pursuant to Note 2 above after taking into consideration the terms and conditionsof the Organizational Restructuring.
(4) Amount Capitalized upon Exercise of Stock Acquisition Rights:
The amount capitalized upon the exercise of each stock acquisition right to be granted shall be theamount paid after restructuring as prescribed below multiplied by the number of shares of theSurviving Company to be issued upon the exercise of the stock acquisition rights as determined inaccordance with (3) above. The amount paid after restructuring shall be one yen per share of theSurviving Company, which may be granted upon exercise of each stock acquisition right to be
granted.
(5) Exercise Period for Stock Acquisition Rights:
From the later of (i) the starting date of the exercise period for stock acquisition rights as stipulated
in the table above and (ii) the effective date of Organizational Restructuring, and lasting until the
expiration date for the exercise of stock acquisition rights as stipulated in the table above.
(6) Matters concerning Increases in Capital Stock and Additional Paid-in Capital in case of Issuance ofShares due to the Exercise of Stock Acquisition Rights:(i) In the event that shares are issued due to the exercise of stock acquisition rights, shareholders’equity shall be increased by half the limit for increases in common stock that are calculated inaccordance with Article 17-1 of the Japanese Company Accounting Regulations. Any amountless than one yen shall be rounded up to the nearest yen.
(ii) In the event that shares are issued due to the exercise of stock acquisition rights, additional paidin capital shall be increased by the amount remaining after deducting the increase in the limit forincrease in common stock stipulated in (i) above.
(7) Limitation on Acquisition of Stock Acquisition Rights by Transfer:
The acquisition of stock acquisition rights by transfer shall be subject to approval by resolution of
the board.
85

(8) Provisions for the Acquisition of Stock Acquisition Rights:
In the event that a general meeting of shareholders of the Company approves any of the following(or, when shareholder approval is not necessary, in the event that the board or the representative
executive officer approves of any of the following), the Company may acquire stock acquisitionrights without compensation on a date separately specified by the board:(i) a proposed merger agreement under which the Company is to be dissolved;(ii) a proposed corporate division agreement or plan under which the Company would be split;(iii) a proposed share transfer agreement or plan that makes the Company a wholly owned
subsidiary;(iv) a proposed amendment of the Articles of Incorporation to add a provision that prescribes that
the Company, with respect to all of its issued shares, shall be required to obtain the approval of
the Company for the acquisition of such shares by transfer; or(v) a proposed approval for an amendment of the Articles of Incorporation to add a provision thatprescribes that the Company shall be required to obtain the approval of the Company for theacquisition of the shares to be issued upon the exercise of stock acquisition rights by transfer orthat the Company shall obtain all of the shares of said class by a resolution of the general
meeting of shareholders.
(9) Other Conditions relating to the Exercise of Stock Acquisition Rights:
To be determined pursuant to Note 3 above.

86

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

July 29, 2016
Director of the Company
4

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

Director of subsidiary632 (Note 1)

15 (Note 1)

Common stock
16,000 (Note 2)

Common stock
7,500 (Note 2)

One yen per share
From September 2, 2016

Exercise period

until September 1, 2036

Issue price for shares issued through the exercise of the stock

Issue price:

acquisition rights and the amount capitalized as common stock

Amount capitalized as common stock:

Terms and conditions for exercising the stock acquisition rights
Matters related to transfer of the stock acquisition rights

2,089 yen
1,045 yen

(Note 3)
Subject to the approval of the Board of Directors

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

(Note 4)

Above is based on information available as of the end of the current fiscal year (March 31, 2024). No change has
been made as of the end of the month preceding the filing date (May 31, 2024).
(Notes)1. The number of shares represented by one stock acquisition right is 500 shares.
2. In the event that the Company conducts a stock split (including the free allocation of shares of common
stock of the Company; hereinafter the same) or a reverse split of its common stock, the number of shares
represented by stock acquisition rights (the Number of Allotted Stock) will be adjusted in accordancewith the following formula:
Number of Allotted
Ratio of stock split or
Number of Allotted Stock
Stock after =Xreverse stock
before adjustment
adjustment
splitThis adjustment will apply from the day following the record date in the case of a stock split and from theday on which the reverse stock split becomes effective in the case of a reverse stock split. However, in theevent that the Company conducts a stock split that is conditioned on approval at a general meeting ofshareholders of the Company of an increase in stockholders’ equity or additional paid-in capital bydecreasing the amount of surplus, and provided that the record date for such stock split is set prior to theconclusion of such general meeting of shareholders, from the day following the conclusion of such general
meeting of shareholders, the adjustment will apply retroactively from the day following the record date.
In addition to the above, the Number of Allotted Stock shall be reasonably adjusted as may be required inunavoidable circumstances.
Any fractional shares that result from the above adjustment will be rounded down to the nearest wholeshare.
Furthermore, in case of any adjustment of the Number of Allotted Stock, the Company shall make anynecessary notification or announcement to Option holders no later than the day immediately preceding the
day on which the Number of Allotted Stock after adjustment becomes effective. However, if the Company
is unable to provide such notification or announcement by such date, the Company shall provide prompt
notification or announcement thereafter.
3. (1) Option holders may exercise their stock acquisition rights on the Date of Loss of Status; provided,
however, that in such case, such Option holder may only exercise his or her stock acquisition rights
until the earlier of (i) the expiration date of the exercise period as stipulated in the table above and(ii) the five-year anniversary of the Exercise Start Date.
(2) Notwithstanding the foregoing, during the exercise period set forth in the table above, the Option
holders may exercise their stock acquisition rights in the following cases (for item (ii), excluding87

4.

the case where the stock acquisition rights of the Surviving Company are granted to the Option
holders pursuant to Note 4 below) only during the respective periods designated below:(i) if the Exercise Start Date of the Option holder has not occurred by September 1, 2035
From September 2, 2035 until September 1, 2036.
(ii) if the general meeting of shareholders of the Company approves a merger agreement pursuant towhich the Company is to be dissolved or a stock swap agreement or share transfer plan thatmakes the Company a wholly owned subsidiary (or, in the event a resolution of the general
meeting of shareholders is not required, if a resolution of the board or determination by the chief
executive officer of the Company is passed):For 15 days from the day after the date of said approval.
(3) If an Option holder waives his or her stock acquisition rights, such Option holder may not exercise
the said stock acquisition rights.
In the event that the Company conducts Organizational Restructuring, stock acquisition rights of theSurviving Company shall be granted to each holder of the Residual Stock Acquisition Rights inaccordance with the following terms and conditions. In such case, the remaining stock acquisition rights
shall be canceled, and the Surviving Company shall issue new stock acquisition rights; provided,
however, that this shall be limited to the case where the grant of stock acquisition rights of the Surviving
Company pursuant to the following conditions is stipulated in the absorption-type demerger agreement,
incorporation-type demerger agreement, merger and spin-off agreement, new spin-off plan, stock swap
agreement, or share transfer plan:(1) Number of Stock Acquisition Rights of the Surviving Company to be Granted:
The number of stock acquisition rights to be granted shall be equal to the number of Residual Stock
Acquisition Rights.
(2) Class of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:Common stock of the Surviving Company.
(3) Number of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:To be determined pursuant to Note 2 above after taking into consideration the terms and conditionsof the Organizational Restructuring.
(4) Amount Capitalized upon Exercise of Stock Acquisition Rights:
The amount capitalized upon the exercise of each stock acquisition right to be granted shall be theamount paid after restructuring as prescribed below multiplied by the number of shares of theSurviving Company to be issued upon the exercise of the stock acquisition rights as determined inaccordance with (3) above. The amount paid after restructuring shall be one yen per share of theSurviving Company, which may be granted upon exercise of each stock acquisition right to be
granted.
(5) Exercise Period for Stock Acquisition Rights:
From the later of (i) the starting date of the exercise period for stock acquisition rights as stipulated
in the table above and (ii) the effective date of Organizational Restructuring, and lasting until the
expiration date for the exercise of stock acquisition rights as stipulated in the table above.
(6) Matters concerning Increases in Capital Stock and Additional Paid-in Capital in case of Issuance ofShares due to the Exercise of Stock Acquisition Rights:(i) In the event that shares are issued due to the exercise of stock acquisition rights, shareholders’equity shall be increased by half the limit for increases in common stock that are calculated inaccordance with Article 17-1 of the Japanese Company Accounting Regulations. Any amountless than one yen shall be rounded up to the nearest yen.
(ii) In the event that shares are issued due to the exercise of stock acquisition rights, additional paidin capital shall be increased by the amount remaining after deducting the increase in the limit forincrease in common stock stipulated in (i) above.
(7) Limitation on Acquisition of Stock Acquisition Rights by Transfer:
The acquisition of stock acquisition rights by transfer shall be subject to approval by resolution of
the board.
88

(8) Provisions for the Acquisition of Stock Acquisition Rights:
In the event that a general meeting of shareholders of the Company approves any of the following(or, when shareholder approval is not necessary, in the event that the board or the representative
executive officer approves of any of the following), the Company may acquire stock acquisitionrights without compensation on a date separately specified by the board:(i) a proposed merger agreement under which the Company is to be dissolved;(ii) a proposed corporate division agreement or plan under which the Company would be split;(iii) a proposed share transfer agreement or plan that makes the Company a wholly owned
subsidiary;(iv) a proposed amendment of the Articles of Incorporation to add a provision that prescribes that
the Company, with respect to all of its issued shares, shall be required to obtain the approval of
the Company for the acquisition of such shares by transfer; or(v) a proposed approval for an amendment of the Articles of Incorporation to add a provision thatprescribes that the Company shall be required to obtain the approval of the Company for theacquisition of the shares to be issued upon the exercise of stock acquisition rights by transfer orthat the Company shall obtain all of the shares of said class by a resolution of the general
meeting of shareholders.
(9) Other Conditions relating to the Exercise of Stock Acquisition Rights:
To be determined pursuant to Note 3 above.

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

July 31, 2017
Director of the Company
4

Category and number of eligible grantees
Number of stock acquisition rights

Director of subsidiary7

20 (Note 1)

9 (Note 1)

Class, description and number of shares represented by stock

Common stock

Common stockacquisition rights

10,000 (Note 2)

4,500 (Note 2)

Amount to be paid upon exercise of stock acquisition rights

One yen per share

Exercise period

From September 2, 2017
until September 1, 2037

Issue price for shares issued through the exercise of the stock

Issue price:

acquisition rights and the amount capitalized as common stock

Amount capitalized as common stock:

Terms and conditions for exercising the stock acquisition rights
Matters related to transfer of the stock acquisition rights

2,919 yen
1,460 yen

(Note 3)
Subject to the approval of the Board of Directors

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

(Note 4)

Above is based on information available as of the end of the current fiscal year (March 31, 2024). No change has
been made as of the end of the month preceding the filing date (May 31, 2024).
(Notes)1. The number of shares represented by one stock acquisition right is 500 shares.
2. In the event that the Company conducts a stock split (including the free allocation of shares of common
stock of the Company; hereinafter the same) or a reverse split of its common stock, the number of shares
represented by stock acquisition rights (the Number of Allotted Stock) will be adjusted in accordancewith the following formula:
Number of Allotted
Ratio of stock split or
Number of Allotted Stock
Stock after =Xreverse stock
before adjustment
adjustment
split
*

89

This adjustment will apply from the day following the record date in the case of a stock split and from theday on which the reverse stock split becomes effective in the case of a reverse stock split. However, in theevent that the Company conducts a stock split that is conditioned on approval at a general meeting ofshareholders of the Company of an increase in stockholders’ equity or additional paid-in capital bydecreasing the amount of surplus, and provided that the record date for such stock split is set prior to theconclusion of such general meeting of shareholders, from the day following the conclusion of such general
meeting of shareholders, the adjustment will apply retroactively from the day following the record date.
In addition to the above, the Number of Allotted Stock shall be reasonably adjusted as may be required inunavoidable circumstances.
Any fractional shares that result from the above adjustment will be rounded down to the nearest wholeshare.
Furthermore, in case of any adjustment of the Number of Allotted Stock, the Company shall make anynecessary notification or announcement to Option holders no later than the day immediately preceding the
day on which the Number of Allotted Stock after adjustment becomes effective. However, if the Company
is unable to provide such notification or announcement by such date, the Company shall provide prompt
notification or announcement thereafter.
3. (1) Option holders may exercise their stock acquisition rights on the Date of Loss of Status; provided,
however, that in such case, such Option holder may only exercise his or her stock acquisition rights
until the earlier of (i) the expiration date of the exercise period as stipulated in the table above and(ii) the five-year anniversary of the Exercise Start Date.
(2) Notwithstanding the foregoing, during the exercise period set forth in the table above, the Option
holders may exercise their stock acquisition rights in the following cases (for item (ii), excluding
the case where the stock acquisition rights of the Surviving Company are granted to the Option
holders pursuant to Note 4 below) only during the respective periods designated below:(i) if the Exercise Start Date of the Option holder has not occurred by September 1, 2036
From September 2, 2036 until September 1, 2037.
(ii) if the general meeting of shareholders of the Company approves a merger agreement pursuant towhich the Company is to be dissolved or a stock swap agreement or share transfer plan thatmakes the Company a wholly owned subsidiary (or, in the event a resolution of the general
meeting of shareholders is not required, if a resolution of the board or determination by the chief
executive officer of the Company is passed):For 15 days from the day after the date of said approval.
(3) If an Option holder waives his or her stock acquisition rights, such Option holder may not exercise
the said stock acquisition rights.
4. In the event that the Company conducts Organizational Restructuring, stock acquisition rights of theSurviving Company shall be granted to each holder of the Residual Stock Acquisition Rights inaccordance with the following terms and conditions. In such case, the remaining stock acquisition rights
shall be canceled, and the Surviving Company shall issue new stock acquisition rights; provided,
however, that this shall be limited to the case where the grant of stock acquisition rights of the Surviving
Company pursuant to the following conditions is stipulated in the absorption-type demerger agreement,
incorporation-type demerger agreement, merger and spin-off agreement, new spin-off plan, stock swap
agreement, or share transfer plan:(1) Number of Stock Acquisition Rights of the Surviving Company to be Granted:
The number of stock acquisition rights to be granted shall be equal to the number of Residual Stock
Acquisition Rights.
(2) Class of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:Common stock of the Surviving Company.
(3) Number of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:To be determined pursuant to Note 2 above after taking into consideration the terms and conditionsof the Organizational Restructuring.
(4) Amount Capitalized upon Exercise of Stock Acquisition Rights:
90

The amount capitalized upon the exercise of each stock acquisition right to be granted shall be theamount paid after restructuring as prescribed below multiplied by the number of shares of theSurviving Company to be issued upon the exercise of the stock acquisition rights as determined inaccordance with (3) above. The amount paid after restructuring shall be one yen per share of theSurviving Company, which may be granted upon exercise of each stock acquisition right to be
granted.
(5) Exercise Period for Stock Acquisition Rights:
From the later of (i) the starting date of the exercise period for stock acquisition rights as stipulated
in the table above and (ii) the effective date of Organizational Restructuring, and lasting until the
expiration date for the exercise of stock acquisition rights as stipulated in the table above.
(6) Matters concerning Increases in Capital Stock and Additional Paid-in Capital in case of Issuance ofShares due to the Exercise of Stock Acquisition Rights:(i) In the event that shares are issued due to the exercise of stock acquisition rights, shareholders’equity shall be increased by half the limit for increases in common stock that are calculated inaccordance with Article 17-1 of the Japanese Company Accounting Regulations. Any amountless than one yen shall be rounded up to the nearest yen.
(ii) In the event that shares are issued due to the exercise of stock acquisition rights, additional paidin capital shall be increased by the amount remaining after deducting the increase in the limit forincrease in common stock stipulated in (i) above.
(7) Limitation on Acquisition of Stock Acquisition Rights by Transfer:
The acquisition of stock acquisition rights by transfer shall be subject to approval by resolution of
the board.
(8) Provisions for the Acquisition of Stock Acquisition Rights:
In the event that a general meeting of shareholders of the Company approves any of the following(or, when shareholder approval is not necessary, in the event that the board or the representative
executive officer approves of any of the following), the Company may acquire stock acquisitionrights without compensation on a date separately specified by the board:(i) a proposed merger agreement under which the Company is to be dissolved;(ii) a proposed corporate division agreement or plan under which the Company would be split;(iii) a proposed share transfer agreement or plan that makes the Company a wholly owned
subsidiary;(iv) a proposed amendment of the Articles of Incorporation to add a provision that prescribes that
the Company, with respect to all of its issued shares, shall be required to obtain the approval of
the Company for the acquisition of such shares by transfer; or(v) a proposed approval for an amendment of the Articles of Incorporation to add a provision thatprescribes that the Company shall be required to obtain the approval of the Company for theacquisition of the shares to be issued upon the exercise of stock acquisition rights by transfer orthat the Company shall obtain all of the shares of said class by a resolution of the general
meeting of shareholders.
(9) Other Conditions relating to the Exercise of Stock Acquisition Rights:
To be determined pursuant to Note 3 above.

91

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

July 20, 2018
Director of the Company
5

Category and number of eligible grantees

Director of subsidiary
5

Number of stock acquisition rights

111 (Note 1)

55 (Note 1)

Class, description and number of shares represented by stockacquisition rights

Common stock
11,100 (Note 2)

Common stock
5,500 (Note 2)

Amount to be paid upon exercise of stock acquisition rights

One yen per share
From August 18, 2018

Exercise period

until August 17, 2038

Issue price for shares issued through the exercise of the stock

Issue price:

acquisition rights and the amount capitalized as common stock

Amount capitalized as common stock:

Terms and conditions for exercising the stock acquisition rights
Matters related to transfer of the stock acquisition rights

3,006 yen
1,503 yen

(Note 3)
Subject to the approval of the Board of Directors

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

(Note 4)

Above is based on information available as of the end of the current fiscal year (March 31, 2024). No change has
been made as of the end of the month preceding the filing date (May 31, 2024).
(Notes)1. The number of shares represented by one stock acquisition right is 100 shares.
2. In the event that the Company conducts a stock split (including the free allocation of shares of common
stock of the Company; hereinafter the same) or a reverse split of its common stock, the number of shares
represented by stock acquisition rights (the Number of Allotted Stock) will be adjusted in accordancewith the following formula:
Number of Allotted
Ratio of stock split or
Number of Allotted Stock
Stock after =Xreverse stock
before adjustment
adjustment
splitThis adjustment will apply from the day following the record date in the case of a stock split and from theday on which the reverse stock split becomes effective in the case of a reverse stock split. However, in theevent that the Company conducts a stock split that is conditioned on approval at a general meeting ofshareholders of the Company of an increase in stockholders’ equity or additional paid-in capital bydecreasing the amount of surplus, and provided that the record date for such stock split is set prior to theconclusion of such general meeting of shareholders, from the day following the conclusion of such general
meeting of shareholders, the adjustment will apply retroactively from the day following the record date.
In addition to the above, the Number of Allotted Stock shall be reasonably adjusted as may be required inunavoidable circumstances.
Any fractional shares that result from the above adjustment will be rounded down to the nearest wholeshare.
Furthermore, in case of any adjustment of the Number of Allotted Stock, the Company shall make anynecessary notification or announcement to Option holders no later than the day immediately preceding the
day on which the Number of Allotted Stock after adjustment becomes effective. However, if the Company
is unable to provide such notification or announcement by such date, the Company shall provide prompt
notification or announcement thereafter.
3. (1) Option holders may exercise their stock acquisition rights on the Date of Loss of Status; provided,
however, that in such case, such Option holder may only exercise his or her stock acquisition rights
until the earlier of (i) the expiration date of the exercise period as stipulated in the table above and(ii) the five-year anniversary of the Exercise Start Date.
(2) Notwithstanding the foregoing, during the exercise period set forth in the table above, the Option
holders may exercise their stock acquisition rights in the following cases (for item (ii), excluding92

4.

the case where the stock acquisition rights of the Surviving Company are granted to the Option
holders pursuant to Note 4 below) only during the respective periods designated below:(i) if the Exercise Start Date of the Option holder has not occurred by August 17, 2037
From August 18, 2037 until August 17, 2038.
(ii) if the general meeting of shareholders of the Company approves a merger agreement pursuant towhich the Company is to be dissolved or a stock swap agreement or share transfer plan thatmakes the Company a wholly owned subsidiary (or, in the event a resolution of the general
meeting of shareholders is not required, if a resolution of the board or determination by the chief
executive officer of the Company is passed):For 15 days from the day after the date of said approval.
(3) If an Option holder waives his or her stock acquisition rights, such Option holder may not exercise
the said stock acquisition rights.
In the event that the Company conducts Organizational Restructuring, stock acquisition rights of theSurviving Company shall be granted to each holder of the Residual Stock Acquisition Rights inaccordance with the following terms and conditions. In such case, the remaining stock acquisition rights
shall be canceled, and the Surviving Company shall issue new stock acquisition rights; provided,
however, that this shall be limited to the case where the grant of stock acquisition rights of the Surviving
Company pursuant to the following conditions is stipulated in the absorption-type demerger agreement,
incorporation-type demerger agreement, merger and spin-off agreement, new spin-off plan, stock swap
agreement, or share transfer plan:(1) Number of Stock Acquisition Rights of the Surviving Company to be Granted:
The number of stock acquisition rights to be granted shall be equal to the number of Residual Stock
Acquisition Rights.
(2) Class of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:Common stock of the Surviving Company.
(3) Number of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:To be determined pursuant to Note 2 above after taking into consideration the terms and conditionsof the Organizational Restructuring.
(4) Amount Capitalized upon Exercise of Stock Acquisition Rights:
The amount capitalized upon the exercise of each stock acquisition right to be granted shall be theamount paid after restructuring as prescribed below multiplied by the number of shares of theSurviving Company to be issued upon the exercise of the stock acquisition rights as determined inaccordance with (3) above. The amount paid after restructuring shall be one yen per share of theSurviving Company, which may be granted upon exercise of each stock acquisition right to be
granted.
(5) Exercise Period for Stock Acquisition Rights:
From the later of (i) the starting date of the exercise period for stock acquisition rights as stipulated
in the table above and (ii) the effective date of Organizational Restructuring, and lasting until the
expiration date for the exercise of stock acquisition rights as stipulated in the table above.
(6) Matters concerning Increases in Capital Stock and Additional Paid-in Capital in case of Issuance ofShares due to the Exercise of Stock Acquisition Rights:(i) In the event that shares are issued due to the exercise of stock acquisition rights, shareholders’equity shall be increased by half the limit for increases in common stock that are calculated inaccordance with Article 17-1 of the Japanese Company Accounting Regulations. Any amountless than one yen shall be rounded up to the nearest yen.
(ii) In the event that shares are issued due to the exercise of stock acquisition rights, additional paidin capital shall be increased by the amount remaining after deducting the increase in the limit forincrease in common stock stipulated in (i) above.
(7) Limitation on Acquisition of Stock Acquisition Rights by Transfer:
The acquisition of stock acquisition rights by transfer shall be subject to approval by resolution of
the board.
93

(8) Provisions for the Acquisition of Stock Acquisition Rights:
In the event that a general meeting of shareholders of the Company approves any of the following(or, when shareholder approval is not necessary, in the event that the board or the representative
executive officer approves of any of the following), the Company may acquire stock acquisitionrights without compensation on a date separately specified by the board:(i) a proposed merger agreement under which the Company is to be dissolved;(ii) a proposed corporate division agreement or plan under which the Company would be split;(iii) a proposed share transfer agreement or plan that makes the Company a wholly owned
subsidiary;(iv) a proposed amendment of the Articles of Incorporation to add a provision that prescribes that
the Company, with respect to all of its issued shares, shall be required to obtain the approval of
the Company for the acquisition of such shares by transfer; or(v) a proposed approval for an amendment of the Articles of Incorporation to add a provision thatprescribes that the Company shall be required to obtain the approval of the Company for theacquisition of the shares to be issued upon the exercise of stock acquisition rights by transfer orthat the Company shall obtain all of the shares of said class by a resolution of the general
meeting of shareholders.
(9) Other Conditions relating to the Exercise of Stock Acquisition Rights:
To be determined pursuant to Note 3 above.
(23rd Stock Acquisition Rights / 24th Stock Acquisition Rights)
Date of resolution

June 27, 2019
Director of the Company
4

Category and number of eligible grantees

Director of subsidiary
6

Number of stock acquisition rights

157 (Note 1)

113 (Note 1)

Class, description and number of shares represented by stockacquisition rights

Common stock
15,700 (Note 2)

Common stock
11,300 (Note 2)

Amount to be paid upon exercise of stock acquisition rights

One yen per share
From July 23, 2019

Exercise period

until July 22, 2039

Issue price for shares issued through the exercise of the stock

Issue price:

acquisition rights and the amount capitalized as common stock

Amount capitalized as common stock:

Terms and conditions for exercising the stock acquisition rights
Matters related to transfer of the stock acquisition rights

2,517 yen
1,259 yen

(Note 3)
Subject to the approval of the Board of Directors

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

(Note 4)

Above is based on information available as of the end of the current fiscal year (March 31, 2024). No change has
been made as of the end of the month preceding the filing date (May 31, 2024).
(Notes)1. The number of shares represented by one stock acquisition right is 100 shares.
2. In the event that the Company conducts a stock split (including the free allocation of shares of common
stock of the Company; hereinafter the same) or a reverse split of its common stock, the number of shares
represented by stock acquisition rights (the Number of Allotted Stock) will be adjusted in accordancewith the following formula:
Number of Allotted
Ratio of stock split or
Number of Allotted Stock
Stock after =Xreverse stock
before adjustment
adjustment
splitThis adjustment will apply from the day following the record date in the case of a stock split and from theday on which the reverse stock split becomes effective in the case of a reverse stock split. However, in theevent that the Company conducts a stock split that is conditioned on approval at a general meeting of94

shareholders of the Company of an increase in stockholders’ equity or additional paid-in capital bydecreasing the amount of surplus, and provided that the record date for such stock split is set prior to theconclusion of such general meeting of shareholders, from the day following the conclusion of such general
meeting of shareholders, the adjustment will apply retroactively from the day following the record date.
In addition to the above, the Number of Allotted Stock shall be reasonably adjusted as may be required inunavoidable circumstances.
Any fractional shares that result from the above adjustment will be rounded down to the nearest wholeshare.
Furthermore, in case of any adjustment of the Number of Allotted Stock, the Company shall make anynecessary notification or announcement to Option holders no later than the day immediately preceding the
day on which the Number of Allotted Stock after adjustment becomes effective. However, if the Company
is unable to provide such notification or announcement by such date, the Company shall provide prompt
notification or announcement thereafter.
3. (1) Option holders may exercise their stock acquisition rights on the Date of Loss of Status; provided,
however, that in such case, such Option holder may only exercise his or her stock acquisition rights
until the earlier of (i) the expiration date of the exercise period as stipulated in the table above and(ii) the five-year anniversary of the Exercise Start Date.
(2) Notwithstanding the foregoing, during the exercise period set forth in the table above, the Option
holders may exercise their stock acquisition rights in the following cases (for item (ii), excluding
the case where the stock acquisition rights of the Surviving Company are granted to the Option
holders pursuant to Note 4 below) only during the respective periods designated below:(i) if the Exercise Start Date of the Option holder has not occurred by July 22, 2038
From July 23, 2038 until July 22, 2039.
(ii) if the general meeting of shareholders of the Company approves a merger agreement pursuant towhich the Company is to be dissolved or a stock swap agreement or share transfer plan thatmakes the Company a wholly owned subsidiary (or, in the event a resolution of the general
meeting of shareholders is not required, if a resolution of the board or determination by the chief
executive officer of the Company is passed):For 15 days from the day after the date of said approval.
(3) If an Option holder waives his or her stock acquisition rights, such Option holder may not exercise
the said stock acquisition rights.
4. In the event that the Company conducts Organizational Restructuring, stock acquisition rights of theSurviving Company shall be granted to each holder of the Residual Stock Acquisition Rights inaccordance with the following terms and conditions. In such case, the remaining stock acquisition rights
shall be canceled, and the Surviving Company shall issue new stock acquisition rights; provided,
however, that this shall be limited to the case where the grant of stock acquisition rights of the Surviving
Company pursuant to the following conditions is stipulated in the absorption-type demerger agreement,
incorporation-type demerger agreement, merger and spin-off agreement, new spin-off plan, stock swap
agreement, or share transfer plan:(1) Number of Stock Acquisition Rights of the Surviving Company to be Granted:
The number of stock acquisition rights to be granted shall be equal to the number of Residual Stock
Acquisition Rights.
(2) Class of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:Common stock of the Surviving Company.
(3) Number of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:To be determined pursuant to Note 2 above after taking into consideration the terms and conditionsof the Organizational Restructuring.
(4) Amount Capitalized upon Exercise of Stock Acquisition Rights:
The amount capitalized upon the exercise of each stock acquisition right to be granted shall be theamount paid after restructuring as prescribed below multiplied by the number of shares of theSurviving Company to be issued upon the exercise of the stock acquisition rights as determined in95accordance with (3) above. The amount paid after restructuring shall be one yen per share of theSurviving Company, which may be granted upon exercise of each stock acquisition right to be
granted.
(5) Exercise Period for Stock Acquisition Rights:
From the later of (i) the starting date of the exercise period for stock acquisition rights as stipulated
in the table above and (ii) the effective date of Organizational Restructuring, and lasting until the
expiration date for the exercise of stock acquisition rights as stipulated in the table above.
(6) Matters concerning Increases in Capital Stock and Additional Paid-in Capital in case of Issuance ofShares due to the Exercise of Stock Acquisition Rights:(i) In the event that shares are issued due to the exercise of stock acquisition rights, shareholders’equity shall be increased by half the limit for increases in common stock that are calculated inaccordance with Article 17-1 of the Japanese Company Accounting Regulations. Any amountless than one yen shall be rounded up to the nearest yen.
(ii) In the event that shares are issued due to the exercise of stock acquisition rights, additional paidin capital shall be increased by the amount remaining after deducting the increase in the limit forincrease in common stock stipulated in (i) above.
(7) Limitation on Acquisition of Stock Acquisition Rights by Transfer:
The acquisition of stock acquisition rights by transfer shall be subject to approval by resolution of
the board.
(8) Provisions for the Acquisition of Stock Acquisition Rights:
In the event that a general meeting of shareholders of the Company approves any of the following(or, when shareholder approval is not necessary, in the event that the board or the representative
executive officer approves of any of the following), the Company may acquire stock acquisitionrights without compensation on a date separately specified by the board:(i) a proposed merger agreement under which the Company is to be dissolved;(ii) a proposed corporate division agreement or plan under which the Company would be split;(iii) a proposed share transfer agreement or plan that makes the Company a wholly owned
subsidiary;(iv) a proposed amendment of the Articles of Incorporation to add a provision that prescribes that
the Company, with respect to all of its issued shares, shall be required to obtain the approval of
the Company for the acquisition of such shares by transfer; or(v) a proposed approval for an amendment of the Articles of Incorporation to add a provision thatprescribes that the Company shall be required to obtain the approval of the Company for theacquisition of the shares to be issued upon the exercise of stock acquisition rights by transfer orthat the Company shall obtain all of the shares of said class by a resolution of the general
meeting of shareholders.
(9) Other Conditions relating to the Exercise of Stock Acquisition Rights:
To be determined pursuant to Note 3 above.

96

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

June 26, 2020
Director of the Company
5

Category and number of eligible grantees

Director of subsidiary
6

Number of stock acquisition rights

245 (Note 1)

112 (Note 1)

Class, description and number of shares represented by stockacquisition rights

Common stock
24,500 (Note 2)

Common stock
11,200 (Note 2)

Amount to be paid upon exercise of stock acquisition rights

One yen per share
From July 18, 2020

Exercise period

until July 17, 2040

Issue price for shares issued through the exercise of the stockacquisition rights and the amount capitalized as common stock
Terms and conditions for exercising the stock acquisition rights
Matters related to transfer of the stock acquisition rights

Issue price:

1,769 yenAmount capitalized as common stock:

885 yen(Note 3)
Subject to the approval of the Board of Directors

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

(Note 4)

Above is based on information available as of the end of the current fiscal year (March 31, 2024). No change has
been made as of the end of the month preceding the filing date (May 31, 2024).
(Notes)1. The number of shares represented by one stock acquisition right is 100 shares.
2. In the event that the Company conducts a stock split (including the free allocation of shares of common
stock of the Company; hereinafter the same) or a reverse split of its common stock, the number of shares
represented by stock acquisition rights (the Number of Allotted Stock) will be adjusted in accordancewith the following formula:
Number of Allotted
Ratio of stock split or
Number of Allotted Stock
Stock after =Xreverse stock
before adjustment
adjustment
splitThis adjustment will apply from the day following the record date in the case of a stock split and from theday on which the reverse stock split becomes effective in the case of a reverse stock split. However, in theevent that the Company conducts a stock split that is conditioned on approval at a general meeting ofshareholders of the Company of an increase in stockholders’ equity or additional paid-in capital bydecreasing the amount of surplus, and provided that the record date for such stock split is set prior to theconclusion of such general meeting of shareholders, from the day following the conclusion of such general
meeting of shareholders, the adjustment will apply retroactively from the day following the record date.
In addition to the above, the Number of Allotted Stock shall be reasonably adjusted as may be required inunavoidable circumstances.
Any fractional shares that result from the above adjustment will be rounded down to the nearest wholeshare.
Furthermore, in case of any adjustment of the Number of Allotted Stock, the Company shall make anynecessary notification or announcement to Option holders no later than the day immediately preceding the
day on which the Number of Allotted Stock after adjustment becomes effective. However, if the Company
is unable to provide such notification or announcement by such date, the Company shall provide prompt
notification or announcement thereafter.
3. (1) Option holders may exercise their stock acquisition rights on the Date of Loss of Status; provided,
however, that in such case, such Option holder may only exercise his or her stock acquisition rights
until the earlier of (i) the expiration date of the exercise period as stipulated in the table above and(ii) the five-year anniversary of the Exercise Start Date.
(2) Notwithstanding the foregoing, during the exercise period set forth in the table above, the Option
holders may exercise their stock acquisition rights in the following cases (for item (ii), excluding97

4.

the case where the stock acquisition rights of the Surviving Company are granted to the Option
holders pursuant to Note 4 below) only during the respective periods designated below:(i) if the Exercise Start Date of the Option holder has not occurred by July 17, 2039
From July 18, 2039 until July 17, 2040.
(ii) if the general meeting of shareholders of the Company approves a merger agreement pursuant towhich the Company is to be dissolved or a stock swap agreement or share transfer plan thatmakes the Company a wholly owned subsidiary (or, in the event a resolution of the general
meeting of shareholders is not required, if a resolution of the board or determination by the chief
executive officer of the Company is passed):For 15 days from the day after the date of said approval.
(3) If an Option holder waives his or her stock acquisition rights, such Option holder may not exercise
the said stock acquisition rights.
In the event that the Company conducts Organizational Restructuring, stock acquisition rights of theSurviving Company shall be granted to each holder of the Residual Stock Acquisition Rights inaccordance with the following terms and conditions. In such case, the remaining stock acquisition rights
shall be canceled, and the Surviving Company shall issue new stock acquisition rights; provided,
however, that this shall be limited to the case where the grant of stock acquisition rights of the Surviving
Company pursuant to the following conditions is stipulated in the absorption-type demerger agreement,
incorporation-type demerger agreement, merger and spin-off agreement, new spin-off plan, stock swap
agreement, or share transfer plan:(1) Number of Stock Acquisition Rights of the Surviving Company to be Granted:
The number of stock acquisition rights to be granted shall be equal to the number of Residual Stock
Acquisition Rights.
(2) Class of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:Common stock of the Surviving Company.
(3) Number of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition
Rights:To be determined pursuant to Note 2 above after taking into consideration the terms and conditionsof the Organizational Restructuring.
(4) Amount Capitalized upon Exercise of Stock Acquisition Rights:
The amount capitalized upon the exercise of each stock acquisition right to be granted shall be theamount paid after restructuring as prescribed below multiplied by the number of shares of theSurviving Company to be issued upon the exercise of the stock acquisition rights as determined inaccordance with (3) above. The amount paid after restructuring shall be one yen per share of theSurviving Company, which may be granted upon exercise of each stock acquisition right to be
granted.
(5) Exercise Period for Stock Acquisition Rights:
From the later of (i) the starting date of the exercise period for stock acquisition rights as stipulated
in the table above and (ii) the effective date of Organizational Restructuring, and lasting until the
expiration date for the exercise of stock acquisition rights as stipulated in the table above.
(6) Matters concerning Increases in Capital Stock and Additional Paid-in Capital in case of Issuance ofShares due to the Exercise of Stock Acquisition Rights:(i) In the event that shares are issued due to the exercise of stock acquisition rights, shareholders’equity shall be increased by half the limit for increases in common stock that are calculated inaccordance with Article 17-1 of the Japanese Company Accounting Regulations. Any amountless than one yen shall be rounded up to the nearest yen.
(ii) In the event that shares are issued due to the exercise of stock acquisition rights, additional paidin capital shall be increased by the amount remaining after deducting the increase in the limit forincrease in common stock stipulated in (i) above.
(7) Limitation on Acquisition of Stock Acquisition Rights by Transfer:
The acquisition of stock acquisition rights by transfer shall be subject to approval by resolution of
the board.
98

(8) Provisions for the Acquisition of Stock Acquisition Rights:
In the event that a general meeting of shareholders of the Company approves any of the following(or, when shareholder approval is not necessary, in the event that the board or the representative
executive officer approves of any of the following), the Company may acquire stock acquisitionrights without compensation on a date separately specified by the board:(i) a proposed merger agreement under which the Company is to be dissolved;(ii) a proposed corporate division agreement or plan under which the Company would be split;(iii) a proposed share transfer agreement or plan that makes the Company a wholly owned
subsidiary;(iv) a proposed amendment of the Articles of Incorporation to add a provision that prescribes that
the Company, with respect to all of its issued shares, shall be required to obtain the approval of
the Company for the acquisition of such shares by transfer; or(v) a proposed approval for an amendment of the Articles of Incorporation to add a provision thatprescribes that the Company shall be required to obtain the approval of the Company for theacquisition of the shares to be issued upon the exercise of stock acquisition rights by transfer orthat the Company shall obtain all of the shares of said class by a resolution of the general
meeting of shareholders.
(9) Other Conditions relating to the Exercise of Stock Acquisition Rights: To be determined pursuant toNote 3 above.

(ⅱ)

【Right Plans】
Not applicable.

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

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

(4)

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

Balance ofCommon Stock(Millions of yen)

Changes in Legal
Capital Surplus(Millions of yen)

Balance of Legal
Capital Surplus(Millions of yen)

(2,100)68,589–13,260–29,294(3,000)65,589–13,260–29,294

May 23, 2022
(Note 1)

(1,089)64,500–13,260–29,294

May 26, 2023
(Note 1)

(3,500)61,000–13,260–29,294–61,000–13,260(29,294)–

Date

May 24, 2019
(Note 1)
May 25, 2020
(Note 1)

August 31, 2023
(Note 2)

(Notes)1.
2.
3.

The decrease was due to the cancellation of treasury stock.
The Company reduced the amount of legal capital surplus and transferred the same amount to additional
other capital surplus to the provisions of Paragraph 1, Article 448 of the Companies Act.
Our Board of Directors adopted a resolution at a meeting held on May 15, 2024 regarding cancellation oftreasury stock and 5,500,000 shares of treasury stock have been cancelled as of May 24, 2024.

99

(5)

Status of Shareholders
As of March 31, 2024
Status of Shares (1 unit = 100 shares)
Nationaland Local Financial Securities
Governme Institutions CompaniesntsCategory

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

(Notes)

1.
2.

(6)

Foreign Shareholders
Other
Individuals
Foreign
Corporatio
shareholders Individuals and Other
ns
other than
individuals

SharesLess Than
One Unit(share)

Total

1

29

24

153

168

14

13,65014,039–10232,042

46,55062,622

112,16750

155,403608,844

115,600

0.00

38.11

7.65

10.29

18.42

0.01

25.52

100

–

Out of the treasury stock of 5,931,669 shares, 59,316 units are included under “Individuals and Other,”and 69 shares of less than one unit are included under “Shares less than One Unit.”
Shares under “Other Corporations” and “Shares less than One Unit” include 2 units and 27 shares,
respectively, held under the name of the Japan Securities Depository Center.

Status of Major Shareholders
As of March 31, 2024
Name of Shareholder

Address

Number of Shares
held by Shareholder(Thousands of shares)

Shareholding
Ratio (%)

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

Akasaka Intercity AIR, 1-8-1 Akasaka,
Minato-ku, Tokyo

5,386

9.78

Meiji Yasuda Life Insurance Company

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

3,050

5.54

The Bank of Mitsubishi UFJ, Ltd.

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

2,704

4.91

The Bank of Kyoto, Ltd.

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

2,352

4.27

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

2,333

4.24

Nippon Life Insurance Company

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

1,569

2.85

The Shiga Bank, Ltd.

1-38, Hamamachi, Otsu-shi, Shiga

1,569

2.85

Mitsubishi UFJ Trust and Banking
Corporation

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

1,525

2.77

1,514

2.75

1,220

2.22

23,225

42.17

Custody Bank of Japan, Ltd. (Trust
Account)

ML INTL EQUITY DERIVATIVES(Standing proxy: BofA Securities Japan
Co., Ltd.)

JPMorgan Securities Japan Co., Ltd.
Total

(Notes)1.
2.
3.

MERRILL LYNCH FINANCIAL
CENTRE 2 KING EDWARD STREETLONDON UNITED KINGDOM(Nihonbashi 1-chome Mitsui Building 1-41
Nihonbashi, Chuo-ku Tokyo)
Tokyo Building, 2-7-3, Marunouchi,
Chiyoda-ku, Tokyo──────

The Company is holding 5,931 thousand shares of treasury stock, which are not listed in the above list ofmajor shareholders.
The numbers of shares held by The Master Trust Bank of Japan, Ltd. (Trust Account) and Custody Bankof Japan, Ltd. (Trust Account) are related to their respective trust services.
The substantial shareholding report dated November 7, 2022, filed by Nomura Securities Co., Ltd. and its
joint holder, which is publicly available, indicates that the shareholders in the below table are holding
respective numbers of the Company’s shares as of October 31, 2022. However, as we were unable to100

confirm the actual status of the shareholdings of these shareholders as of the end of March 31, 2024,
those shareholdings have not been reflected in the above list.
In addition, the content of such substantial shareholding report is as follows:
Name of Shareholder

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

Nomura Securities Co., Ltd.

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

33

0.05

Nomura International PLC

1 Angel Lane, London EC4R 3AB, United
Kingdom

111

0.17

Nomura Asset Management Co.,Ltd.

2-2-1, Toyosu, Koto-ku, Tokyo

2,588

4.01

2,732

4.24

Total

(7) Status of Voting Rights(i) Shares Issued
As of March 31, 2024

3
Category

Number of Shares (Shares)

Number of Voting Rights(Units)Description

–

–

–

–

–

–

–

–

–

–

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

Shares without voting rights
Shares with restricted voting rights –treasury stock, etc.
Shares with restricted voting rights –otherShares with full voting rights –treasury stock, etc.

(Treasury stock)
Common stock5,931,600

Shares with full voting rights – otherCommon stock54,952,800

Shares less than one unit

Common stock 115,600–

Same as above.

Total number of shares issued

61,000,000––

Total voting rights held by all
shareholders–(Note)

549,528

549,528

Same as above.

–

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

Treasury Stock, etc.
As of March 31, 2024
Number of
Shares held under
Own Name(Shares)Number of
Shares held under
the Name of
Others(Shares)

Total Number of
Shares held
(Shares)Name of
Shareholder

Address(Treasury stock)
WacoalHoldings
Corp.

29 Nakajima-cho,
Kisshoin, Minamiku, Kyoto

5,931,600–

5,931,600

9.72

Total

–

5,931,600–

5,931,600

9.72

101

Shareholding Ratio(%)

2. 【Information on Acquisition etc. of Treasury Stock】<Class of shares>
Acquisition of shares of common stock under the condition set forth in Article 155, Item 3 of the Companies Act,acquisition of shares of common stock under the condition set forth in Article 155, Item 7 of the Companies Act,acquisition of shares of common stock under the condition set forth in Article 155, Item 8 of the Companies Act, andacquisition of shares of common stock under the provision set forth in Article 155, Item 13 of the Companies Act(1) Acquisition of Treasury Stock based on a Resolution of General Meeting of Shareholders
Not applicable.
(2) Acquisition of Treasury Stock based on a Resolution of Board of Directors
Acquisition pursuant to Article 155, Item 3 of the Companies Act
Number of Shares(Shares)Category
Status of Resolution of Board of Directors (May 12, 2023)(Period for acquisition: From May 22, 2023 to March 22,2024)

Total Amount (Yen)

3,800,000

10,000,000,000

Treasury stock acquired prior to the current fiscal year––

Treasury stock acquired during the current fiscal year

2,967,200

9,999,902,300

832,800

97,700

21.9

0.0

–

–

21.9

0.0

Total number of remaining shares under the resolution andtheir aggregated value
Unexercised percentage as of the end of the current fiscal year(%)
Treasury stock acquired during the current period
Unexercised percentage as of the filing date of this report (%)

Number of Shares(Shares)Category
Status of Resolution of Board of Directors (May 15, 2024)(Period for acquisition: From June 3, 2024 to March 21,2025)

Total Amount (Yen)

7,300,000

25,000,000,000

Treasury stock acquired prior to the current fiscal year––

Treasury stock acquired during the current fiscal year

–

–

–

–

–

–

Treasury stock acquired during the current period––

Unexercised percentage as of the filing date of this report (%)––

Total number of remaining shares under the resolution andtheir aggregated value
Unexercised percentage as of the end of the current fiscal
year (%)(Note)The number of shares of treasury stock acquired during the period indicated above does not include the number of sharesof treasury stock acquired during the period from June 1, 2024 until the filing date of this report.

102

Acquisition pursuant to Article 155, Item 8 of the Companies Act
Number of Shares(Shares)Category
Status of Resolution of Board of Directors (April 30, 2024)(Period for acquisition: April 30, 2024)

Total Amount (Yen)

17,14659,153,700

Treasury stock acquired prior to the current fiscal year––

Treasury stock acquired during the current fiscal year

–

–

–

–

–

–

17,14659,153,700––

Total number of remaining shares under the resolution andtheir aggregated value
Unexercised percentage as of the end of the current fiscal year(%)
Treasury stock acquired during the current period
Unexercised percentage as of the filing date of this report (%)(Notes)(3)1.

This is acquisition through purchase of shares from untraceable shareholders pursuant to the provisions of Paragraph
3 and Paragraph 4 of Article 197 of the Companies Act.

2.

The purchase unit price is the closing price of the Company’s shares on Tokyo Stock Exchange, Inc. on the purchasedate.

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

Total Amount (Yen)Treasury stock acquired during the current fiscal year434

1,345,887

Treasury stock acquired during the current period

52

178,412(Note) The number of shares of treasury stock acquired during the current period does not include the number of sharesless than one unit purchased during the period from June 1, 2024 until the filing date of this report.
Acquisition pursuant to Article 155, Item 13 of the Companies Act
Number of Shares(Shares)Category
Treasury stock acquired during the current fiscal year
Treasury stock acquired during the current period(Notes)1.
2.

Total Amount (Yen)

2,450

–

–

–

Due to the acquisition of restricted stock free of charge.
The number of shares of treasury stock acquired during the current period does not include the number ofshares of restricted stock acquired free of charge during the period from June 1, 2024 until the filing dateof this report.

103

(4)

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

Number of
Shares (Shares)

Acquired treasury stock that was offered to subscribers
for subscription

Current Period

Total Disposition
Value (Yen)

Number ofshares (Shares)

Total Disposition
Value (Yen)

–

–

–

–

3,500,000

8,572,208,212

5,500,000

16,011,441,759

–

–

–

–

Other (exercise of stock acquisition rights)

4,500

12,940,500

Other (restricted stock)

21,10051,673,900––

5,931,669–

448,867–

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

Number of shares of treasury stock held

(Note)The number of shares of treasury stock held during the current period does not include shares less than one unit
purchased or sold during the period from June 1, 2024 until the filing date of this report.

104

3. 【Dividend Policy】
Our basic policy on profit distributions to shareholders is to make stable distributions based on consideration of
our consolidated performance, while seeking to increase our enterprise value through active investments aimed at
higher profitability and to increase net income per share.
Our basic policy is to distribute earnings twice a year in the form of interim and year-end dividends subject tothe resolutions of the Board of Directors as prescribed in our Articles of Incorporation pursuant to the provisions ofParagraph 1, Article 459 of the Companies Act.
Based on such policy, we plan to distribute a year-end dividend of 50.00 yen per share as a distribution of
earnings for the current fiscal year. As a result, the annual cash dividend per share, including an interim dividend of
50.00 yen per share, is 100.00 yen per share for the current fiscal year.
As for retained earnings, with the aim of improving our corporate value, we have actively invested in ouroverseas businesses, IT, digital technology and human capital. We also plan to use our retained earnings in our
strategic investments for maintaining competitiveness and reinforcing growth. With these efforts, we seek to benefit
our shareholders by improving future profitability.
(Note) The distribution of earnings for which record date belongs to the current fiscal year is as follows:
Total Dividend Amount(Millions of yen)

Date of Resolution
November 9, 2023
Resolution of Board of Directors’ meeting
May 15, 2024
Resolution of Board of Directors’ meeting

105

Dividend Amount per Share
(Yen)

2,848

50.00

2,753

50.00

4. 【Corporate Governance, etc.】(1) 【Status of Corporate Governance】(ⅰ) Fundamental Policies of Corporate GovernanceThe basic policy and purpose of our group’s corporate governance is to continuously enhance ourcorporate value by increasing transparency and ensuring the fairness and independence of our corporate
management in order to establish “mutual trust” in relationship with all stakeholders, including ourshareholders, customers, employee, clients and the local community.
Please access our website below for our Corporate Governance Guidelines, including our basic policy.
https://www.wacoalholdings.jp/en/group/governance/(ⅱ) Outline of System of Corporate Governance and Reason for Adoption of such Systema. Outline of System of Corporate Governance
We, as a holding company, have adopted the company with Audit & Supervisory Board system inaccordance with the Companies Act for the purpose of ensuring the corporate governance of group companies,
and have both the Board of Directors and the Audit & Supervisory Board monitor and audit the management
and operation of the Company.
In addition, we have voluntarily established the Nomination of Directors Advisory Committee andRemuneration of Directors Advisory Committee as the advisory bodies to the Board of Directors, which werechaired by External Directors (Independent) and the majority of which are composed of External Directors(Independent). We have also established the Committee for Group Strategy, in which all External Directors(Independent) and External Audit and Supervisory Board Members (Independent) to fully discuss the mediumand long-term management strategies, the medium-term business strategy, the allocation of management
resources and the major management issues from various perspectives.
The following diagram illustrates the outline of our corporate governance system (as of June 25, 2024).

106

The members and chairpersons of the Board of Directors, the Audit & Supervisory Board and the committees
established on a voluntary basis are as follows. While the members of the Committee for Group Strategy, the GroupManagement Meeting, the Corporate Ethics and Risk Management Committee and the Sustainability Committee
include the employees of the Company as well as the Directors and employees of our domestic and overseas groupcompanies, only the Directors, Audit and Supervisory Board Members and Corporate Officers are shown below: (asof June 25, 2024)

Title

Name

FemaleBoard ofDirectors

Audit &
Supervisory
Board

Nominationof Directors
Advisory
Committee

Remunerati

Independent

on ofExternal

Committee

Group

Ethics andCorporate

Directors

Auditors &for GroupManagement

Risk

Advisory

Directors

Strategy

Meeting

Management

Committee

Meeting

Sustainability
Committee

Committee

Representative
Director, President
and CEO (GroupCEO)

MasaakiYajima◎〇Representative
Director, Vice
President,
Executive Officer
and CFO

Akira
Miyagi〇〇

Director andCorporate Officer

Keisuke
Kawanishi〇

External Director(Independent)

Tsunehiko
Iwai

〇

◎

◎

〇

〇

△

External Director(Independent)

Chizuru
Yamauchi

〇

〇

〇

〇

〇

〇

△

External Director(Independent)

Hisae Sato

〇

〇

〇

〇

〇

〇

△

External Director(Independent)

Koji Nitto

〇

〇

〇

〇

〇

△

External Director(Independent)

TetsuroHarada

〇

〇

〇

〇

〇

△

Audit andSupervisory Board
MemberShinichi
Kitagawa

□

◎

〇

△

〇

△

△

Audit andSupervisory Board
MemberKatsuhiro
Okamoto

□

〇

〇

△

〇

△

△

□

〇

〇

△

△

□

〇

〇

△

△

□

〇

〇

△

△

〇

〇

〇

〇

〇

△

〇

〇

〇

〇

〇

〇

〇

〇

〇

External Audit andSupervisory Board
Member(Independent)

Mitsuhiro
Hamamoto

〇

◎

◎

〇

☆

☆◎

〇

◎

◎

〇

〇

〇

〇

〇

External Audit andSupervisory Board
Member(Independent)

HitoshiSuzuki

External Audit andSupervisory Board
Member(Independent)

MotokoTanakaCorporate Officer

Katsuya
HirookaCorporate Officer

AtsukoShinoduka

Corporate Officer

ManabuTochio△Corporate Officer

Shinsuke
Fukazawa△

Corporate Officer

TakuyaYoshidomi〇●

Corporate Officer

Teruo
Fukumoto

〇

〇

〇

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△

△
〇

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107

△

(☆: supervisor, ◎ chair or chairperson, 〇 member, □ Attendee, △ observer, ● non-standing member)

108

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

Members

8 members (including 5 External Directors (Independent) and 5 Audit and Supervisory Board
Members (including 3 External Audit and Supervisory Board Members (Independent)))Representative Director, President and CEO (Group CEO), Mr. Masaaki Yajima serves as the
Chair of the Board of Directors.



Our Board of Directors is entrusted by shareholders and makes the best decisions based onfair judgment. In addition, our Board of Directors exercises its supervisory function for the
Purposeexecution of its business and aims to maximize corporate value.
Our Board of Directors conducts a review of our medium- to long-term management strategy
and social issues, as well as decision-making regarding material matters as stipulated inapplicable laws and regulations or in our Articles of Incorporation. The Company will
formulate basic policies on sustainability issues, and monitor the allocation of management
resources and the implementation of business portfolio strategies to contribute to sustainablegrowth.

Board ofDirectorsIn accordance with the number of Directors as prescribed in our Articles of Incorporation, theBoard of Directors is composed of an appropriate number of Directors who are capable ofperforming the functions of the Board of Directors in the most effective and efficient manner,

Structuretaking into account the portfolio and size of business.
The Board of Directors consists of a diverse group of Directors, taking into account gender,international experience and background, professional experience, age and other factors,
while ensuring that the Directors have the requisite balance of skills, such as knowledge,

experience and expertise, each in light of management strategies.
Directors shall include those who have management experience at other companies, and at
least one-third of Directors shall be External Directors (Note 1).
(Note 1: The majority of all Directors are External Directors.)

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

Name

OutlineMembers

5 members (including 3 External Audit and Supervisory Board Members (Independent))



Audit and Supervisory Board Member Mr. Shinichi Kitagawa serves as the Chair of theBoard.

At the Audit and Supervisory Board, Audit and Supervisory Board Members entrusted byshareholders deliberate or resolve on important matters relating to audit and establish a highquality corporate governance system that responds to social trust.

PurposeAudit andSupervisory
Board



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



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

Structure

FrequencyA majority of the members are External Audit and Supervisory Board Members(Independent).



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

109

Outline

Name
Members

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

This Committee discusses and provides recommendations to our Board of Directors on
matters related to evaluation, election and dismissal of Directors as well as candidates for

PurposeNomination of
Directors
Advisory
Committee

Structurepromotion, and on matters regarding establishment and revisions of rules and bylaws for
Directors.


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

This Committee is composed of the following members.
Representative Director and President, Director in charge of Group Business Management,and External Director (Independent)
A majority of the Committee consist of External Directors (Independent), with ExternalDirector (Independent) serving as the Chair, to enhance its independence and objectivity.
The Committee is also attended by one External Audit and Supervisory Board Member(Independent) as an observer.

Frequency

In principle, the Committee holds meetings in July, November and January when the Boardof Directors’ meetings are held, while extraordinary meetings are convened whenevernecessary.

Name

OutlineMembers

7 members (including 5 External Directors (Independent))

External Director (Independent) Mr. Tsunehiko Iwai serves as the Chair of the Committee.

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

PurposeRemunerationof Directors
Advisory
Committee



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

This Committee is composed of the following members.
Director in charge of Group Business Management, Director (or Corporate Officer) in chargeof Human Resources, and External Director (Independent)

Structure

FrequencyA majority of the Committee consist of External Directors (Independent), with External
Director (Independent) serving as the Chair, to enhance its independence and objectivity.



The Committee is also attended by one External Audit and Supervisory Board Member(Independent) as an observer.



In principle, the Committee holds meetings in April, July and February when the Board of
Directors’ meetings are held, while extraordinary meetings are convened whenever necessary.

Name

OutlineMembers

Independent
External
Auditors &Directors
Meeting

12 members (including 5 External Directors (Independent) and 3 External Audit andSupervisory Board Members (Independent))

Representative Director, Vice President and Executive Officer and CFO, Mr. Akira Miyagi
serves as the Chair of the Committee.



The meeting attendees, mainly composed of our External Directors (Independent) andExternal Audit and Supervisory Board Member (Independent), exchange and share opinions

Purposeregarding corporate governance and our Board of Directors. The meeting attendees analyze
and evaluate the effectiveness of our Board of Directors, identify issues, compile
improvement measures, and provide recommendations to our Board of Directors.
This Meeting is composed of all External Directors (Independent) (5 members), External
Audit and Supervisory Board Members (Independent) (3 members), Director in charge ofGroup Business Management, Audit and Supervisory Board Members (2 members) as well

Structure

as General Manager of Corporate Planning Dept.
FrequencyThe Meeting convenes at least once a year to discuss issues and measures with the aim to
improve the effectiveness of our Board of Directors.

110

Name

OutlineMembers

12 members (including 5 External Directors (Independent)) (Note: including the Directors of
our group companies)

Representative Director, President and CEO (Group CEO), Mr. Masaaki Yajima serves as the
Chair of the Committee.



The Committee is attended by all External Directors (Independent) and External Audit andSupervisory Board Members (Independent) to fully discuss the Group’s management
philosophy, the management policy, the medium- and long-term management strategy, thePurposeCommittee forGroup Strategy

Structure

medium-term business strategy, the allocation of management resources and the major
management issues from various perspectives and make a report at the Board of Directors.
It also monitors the progress of the contents of the report and supervise that appropriate
adjustment is made in a timely manner.

This Committee is composed of the Representative Director, President and CEO (GroupCEO), who serves as the Chair, the Executive Directors, the Corporate Officers who areappointed by the Chair, Directors of our group companies, and all External Directors(Independent).



In addition, all External Audit and Supervisory Board Members (Independent) and Audit andSupervisory Board Members are invited as an observer.



In addition, depending on the topic of the recommendation requested by the Board of
Directors, external advisors and experts are invited.



In principle, it is held on the date of the ordinary meeting of the Board of Directors to monitor
the progress status of the contents of the report and as required depending on the topic of theFrequency

recommendation.

Name

OutlineMembers

11 members (Note: excluding the employees of the Company as well as the Directors andemployees of our domestic and overseas group companies)
Representative Director, Vice President and Executive Officer and CFO, Mr. Akira Miyagi
serves as the Chair of the Meeting.

Group
Management
Meeting

Purpose

The Meeting considers matters concerning the management strategy of our group andimportant management issues.

The Meeting also conducts preliminary deliberations on important matters mainly related tobusiness execution, prior to resolutions by the Board of Directors, from the viewpoint oflegality, objectivity and rationality.

This Meeting is composed of Executive Directors who are below the Representative Director,
President and CEO, and the Audit and Supervisory Board Members, as well as the Corporate
Officers who are appointed by the Chair, and the employees of the Company as well as the

Structure

Directors and employees of our domestic and overseas group companies who are responsible
for execution.
FrequencyIn principle, the Meeting is held twice a month (early and later in the month).

111

Outline

Name(Note: including the employees of the Company as well as the Directors and employees ofour domestic and overseas group companies)

Members

Corporate
Ethics and Risk
Management
Committee

11 members (Chair and standing committee members) (in addition, 7 non-standing committee
members)

Representative Director, Vice President and Executive Officer and CFO, Mr. Akira Miyagi
serves as the Chair of the Committee.



The Committee identifies risks related to the overall management of our group, and build andstrengthen our risk management system.

This Committee prescribes the “Risk Management Basic Rules” subject to the approval of
the Board of Directors. The Committee clarifies the responsibilities by risk category pursuant

Purposeto the rules, and formulates a risk management system that thoroughly and comprehensively
controls potential risk within our group.
This Committee promotes risk-mitigation initiatives, identifies risks, monitors theimplementation of countermeasures, and reports the operation status of our risk management
system to the Board of Directors on a periodic basis.

This Committee is composed of Representative Director, President and CEO (Group CEO),who serves as the supervising manager, the Executive Corporate Officer, and the Corporate
Officers who are appointed by the Chair, and the employees of the Company, as well as the
Directors and employees of our domestic and overseas group companies.

StructureThis Committee is composed of the following three subcommittees and one council:
Subcommittee for Information Security, Subcommittee for BCP and Disaster Control
Measures, Quality Assurance Council and Subcommittee for Compliance.

FrequencyIn principle, the Committee holds quarterly meetings, while extraordinary meetings areconvened whenever necessary.

OutlineName
Members

6 members (Note: including the Directors of our group companies)

Representative Director, President and CEO (Group CEO), Mr. Masaaki Yajima serves as the
Chair of the Committee.

In order to accelerate our initiatives to achieve balancing “to resolve social issues” and“sustainable growth” through our business, this Committee formulates specific measures,monitors progress, and evaluates the status of achievement based on our basic policy onsustainability issues including climate change, global environmental issues and human rights

Purpose

Sustainability
Committee

issues.
The Board of Directors monitors the allocation of management resources and theimplementation of strategies related to the business portfolios to ensure that the initiatives of
the Sustainable Committee contribute to sustainable growth.

Structure

This Committee is composed of the Representative Director, President and CEO (GroupCEO), who serves as the supervising manager, the Executive Corporate Officer, the Corporate
Officers who are appointed by the Chair, and Directors of our group companies.

This Committee is composed of the following four subcommittees:
Subcommittee for Human Rights, D&I, Subcommittee for CSR Procurement, Subcommittee
for Resource Circulation and Subcommittee for Carbon Neutral.

FrequencyThe Committee broadly categorizes issues surrounding sustainability, and holds quarterly
meetings, in principle, while extraordinary meetings are convened whenever necessary.

112

b. Reason for Adopting Such Corporate Governance System
The Company has adopted a governance system by a “Board of Directors” composed of internal Directors whoare experts in each business area and External Directors (Independent) with diverse careers, and an “Audit andSupervisory Board” including External Audit and Supervisory Board Members (Independent). We, as a holding
company, believe that this governance system is effective in supervising and auditing the execution of duties at ourgroup companies and to realize and maintain high-quality management.
In addition, the Nomination of Directors Advisory Committee and the Remuneration of Directors Advisory
Committee have been established as advisory bodies to the Board of Directors. The fairness, independence andobjectivity are enhanced by having a majority of both of these Committees composed of External Director(Independent) and by having an External Director (Independent) serve as the Chair of each of these Committees.
For the foregoing reason, we have adopted our current governance system.
c. Analysis and Evaluation on Effectiveness of Board of Directors
The Company conducts an annual evaluation on the effectiveness of the Board of Directors, and strives tocontinuously enhance the functions and effectiveness of the Board of Directors from the two viewpoints of“enhancing trust from stakeholders (creating social value)” and “improving organizational performance (enhancing
corporate value).” We work on the improvement measures for issues identified by the evaluation, and confirm thestatus of improvement during the evaluation of the Board of Directors in the following fiscal year, while at the sametime continuing to confirm the evaluation of the current issues.
i)Evaluation Process
Starting from the fiscal year ended March 31, 2022, we have changed to a method of analyzing and/or
evaluating the effectiveness of the Board of Directors using a third-party evaluation design (including, among
other things, preparation and analysis of questionnaire survey as well as comparison with other companies,
identifying issues, drafting action plans).
The analysis and/or evaluation based on the questionnaire survey and interviews using the third-party
evaluation design is conducted every other year. During the interval year, we focus on initiatives to improve theissues identified from the questionnaire survey, while at the same time conducting evaluation throughmonitoring and by collecting opinions at the Independent External Auditors & Directors Meeting for the
Effectiveness of Board of Directors.
As for the Evaluation on Effectiveness for the current fiscal year (ended March 31, 2024), we updated theevaluation design using a third party aiming “to secure objectivity and extract issues from the viewpoint of
external parties,” and set new evaluation items as follows.
a) Confirmation of the status of improvement measures of the current fiscal year for the issues identified
based on the results of the Evaluation on Effectiveness for the previous fiscal year (ended March 31, 2023)
b) The way the Board of Directors should be for the improvement of the medium- and long-term corporate
value, etc., including the discussion about the revision of the medium-term management plan announced in
November 2023, considering the severe management environment surrounding the Group these days
We conducted a questionnaire survey to all of the Directors and Audit and Supervisory Board Members.
Then, with the interview with a third party and the Secretariat of the Independent External Auditors & Directors
Meeting for the Effectiveness of Board of Directors, we scrutinized their answers of the questionnaire and theirawareness of issues and asked their opinions on the future roles and responsibilities of Directors and theimprovement measures to enhance the effectiveness of the Board of Directors.
The evaluation items of the questionnaire survey are as follows:a. roles and/or responsibilities of the Board of Directors
b. structure of the Board of Directors
c. quality of discussions (agendas, content of materials, etc.)
d. constructive dialogues with stakeholders
As mentioned above, we analyzed the answers and extracted issues based on a third party’s advice, andconsolidated improvement measures Then, the improvement measures are discussed at the Independent External
Auditors & Directors Meeting freely, and recommendations are provided to the Board of Directors.

113

ii)

Evaluation Results of Effectiveness and Progress on Initiatives for Improvement
With the deliberation by the Board of Directors based on the answers to the questionnaire survey and theopinions collected through the interview, we confirmed that deep and quality discussion is carried out by the
Board of Directors of the Company, and the effectiveness is secured.
The reasons why we confirmed that the effectiveness is secured are as follows.
a) External Directors (Independent) and External Audit and Supervisory Board Members (Independent) areengaged in activities to understand the Company’s business outside of the Board of Directors, such as theinspection of business and the opportunity to interact with employees.
b) The Board of Directors, of which the majority is composed of External Directors (Independent), has open
and lively discussions based on their knowledge and management experiences gained outside of theCompany.
c) For the revision of the medium-term management plan, deep deliberations are made focusing on capitalefficiency

114

Evaluation Result (Issues andConcerns)i)

Allocation of more time to theProgress/Plan of Initiatives for Improvementi)

Securing sufficient time for the discussions from various

consideration of important businessmatters, such as medium to long-

viewpoints based on the knowledge of External Directors(Independent) during the process of formulating the revised

term strategies, and at the same time,
utilization of knowledge of External

medium-term management plan as well as their and active
involvement in the formulation process

Directors (Independent) andpromotion of more active discussion(Note: For the details of discussions regarding the revision of
the medium-term management plan, please refer to theat the meetings of the Board of
Directors

WACOAL HOLDINGS INTEGRATED REPORT 2023
“Interview with an External Director” (From P.59, the link

Previous

below).
https://www.wacoalholdings.jp/en/ir/pdf/e202320.pdf

Fiscal Year(endedDiscussion about the measures to be elaborated, such as thedeep dive of the measures by regions regarding the direction

March 31,2023)

of the overseas business described in the revised medium-term
management plan
Enhancement of the opportunities to provide information to
the Board of Directors, etc. due to the rising importance ofbrand and promotion strategies for the domestic businessii)

Further improvement in the qualityii)

Implementation of the visits and inspection trips to stores,of deliberations based oncommunication with our employees

distribution centers, domestic and foreign operation sites,
factories, etc. to properly respond to the changes in theand inspection of local businessoffices in order to understand theenvironment surrounding the businessWe continued to set up opportunities for communicating withreality of business conditions as wellas risks and opportunities

the Independent Officers, Corporate Officers and managers.

115

Evaluation Result (Issues andConcerns)i)Arrangement of the system to make

Progress/Plan of Initiatives for Improvementi)Establishment of the opportunities to report quarterly thesure to report the status and results ofthe matters resolved and executed,

progress of each measure of the revised medium-term
management plan and other important matters to be reported

such as the progress of the mediumterm management plan, and work on

as a general rule

the amendment of the plan timely
and adequately if requiredii)

Reinforcement of the distribution of
meeting materials in advance and theii)

improvement of the quality of
discussion by clarifying thePromotion of the effort to improve the quality of discussions
by setting up a unified format for meeting materials andattachment of an executive summary that specifies the
background and argument

argument of the materials
Current

iii)

Arrangement of the system thatiii)

Specifying the risks and opportunities regarding the agenda

Fiscal Year(endedallows us to identify risks andopportunities and take the risks

and matters to be resolved in meeting materials
Reinforcement of the system that allows us to select risks byMarch 31,2024)

adequately accommodating to thechanges in the business environment

identifying risks and selecting measures from the management
perspective, and continuously monitor and manage risk-taking
projects

iv)

Development of a succession plan
including the selection of candidatesiv)

and nurturing process and theimplementation of monitoring

For the positions that are Corporate Officer or higher, we havepromoted the establishment of succession plan road map fromthe medium-to long-term viewpoint defining the image of an
ideal leader and candidates’ appointment and development
processes as well as the creation of the human resources
nurturing program.

Our plan is to further strengthen the supervisory and/or advisory
functions of our Board of Directors by further utilizing theknowledge of External Directors (Independent), while continuing to
implement the initiatives described above.

116

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

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

We have established a Corporate Ethics and Risk Management Committee, for which ourRepresentative Director, President and CEO (Group CEO) acts as the supervising manager and ourRepresentative Director, Vice President and Executive Officer and CFO acts as the chairperson, inorder to improve our system of compliance, to consider any compliance issues which may have amaterial impact on the Wacoal Group, to enhance awareness and enlightenment on corporate ethics
and to effectively promote control of any management risks on the Wacoal Group.

-

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

-

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

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

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

The retention period and the place for storage of the documents prescribed in the preceding paragraphshall be subject to the “Document Management Rules,” but such retention period shall be at least 10
years. The Directors and Audit and Supervisory Board Members shall have access to these documents
at all times.

117

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

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

-

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

-

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

-

In order to formulate our basic policy on issues related to sustainability surrounding the Wacoal Group,
we have established the Sustainability Committee, where our Representative Director, President andCEO (Group CEO) acts as the supervising manager and the Chair (concurrently served).

-

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

-

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

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

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

-

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

-

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

-

The Group Management Meeting is responsible for the group’s management strategies and otherimportant management issues under the medium- to long-term management strategies determined by
the Board of Directors. In addition, as for the important matters to be resolved at the Board of
Directors, such as the Wacoal Group’s management philosophy, management policy, business strategy,
medium- and long-term management strategy, which is positioned as the core, and the allocation ofmanagement resources, the Board of Directors consults with the Committee for Group Strategy, inwhich President and CEO (Group CEO) acts as the Chair and all independent officers (External
Directors (Independent) and External Audit and Supervisory Board Members (Independent)) attend to
fully discuss from various perspectives and provide their advice. The Committee also monitors the
progress of the contents of the report and supervise that appropriate adjustment is made in a timely
manner.

-We will follow the business results of each Wacoal Group company on a monthly basis and reportback to the Board of Directors. In addition, we hold quarterly meetings of the Quarterly Achievements
Review Meeting, in which we review and confirm the quarterly business results and theimplementation of measures and policies, and consider enhancement measures as may be necessary.
118

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

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

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

-

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

-

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

-

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

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

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

-

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

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

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

-

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

-

Through the reporting of the following matters in addition to statutory matters to the Audit andSupervisory Board Members by Directors and employees of the Wacoal Group, we strive to have the
Audit and Supervisory Board Members’ audit conducted effectively.
Matters referred to the Committee for Group Strategy and the Group Management Meeting
Monthly and quarterly Group management conditions
Status of reports through the internal alert system
Other significant matters(viii) Other Systems to ensure Effective Audits by Audit and Supervisory Board Members-

The majority of the Audit and Supervisory Board Members of the Company will be External Audit andSupervisory Board Members (Independent) to enhance the transparency and neutrality of audit.

-

The Audit and Supervisory Board Members may order employees who belong to the Audit Office toperform any tasks that are required to provide their services. In addition, the Audit and Supervisory
Board Members may request the Company for reimbursement of expenses incurred for performing
their duties.
119-

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

-

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

-

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

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

Revisions to the “Corporate Ethics: Wacoal Standards of Conduct” were compiled in response to thereview of the framework of our management philosophy and changes in the environment surrounding
our businesses. The revised standards of conduct have been in use as the 7th edition since April 2024.

-

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

-

Our legal/compliance department continues to provide level-specific group education, e-learning
programs and periodic compliance newsletters as part of our educational activities on compliance forour employees, and has established the corporate ethics focus month starting from the fiscal year
ending March 31, 2025. We have been making step-by-step efforts to provide compliance awarenesstraining, carry out third-party compliance review, and expand the operation of the Corporate Ethics
Hotline for our overseas subsidiaries.

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

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

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

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

Accordingly, the Corporate Ethics and Risk Management Committee promotes risk-mitigation
initiatives, identifies risks, monitors the implementation of countermeasures, and reports to the Boardof Directors on a quarterly basis and on an ad hoc basis as necessary. The Corporate Ethics and Risk
Management Committee met 4 times in June, September, December, and March during the fiscal year
ended March 31, 2024.

-

In the fiscal year ended March 31, 2023, we have established a new Sustainability Committee toaccelerate our initiatives to achieve balancing “to resolve social issues” and “corporate growth”
through our business. The Sustainability Committee regularly meets on the same day as a meeting of
the Board of Directors is held, monitors progress of specific initiatives with respect to issues
surrounding sustainability and evaluates achievements. The Sustainability Committee met 7 times inMay, June, August, September, December, February, and March during the fiscal year ended March
31, 2024.

120

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

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

-

Based on the medium- to long-term management strategies of the Wacoal Group, the persons
responsible for business execution (internal Directors and Corporate Officers) fully deliberate
important management issues through the Group Management Meeting, which is followed by thedecision-making at a meeting of the Board of Directors.

-

In addition, the important matters to be resolved at the Board of Directors, such as the Wacoal Group’s
management philosophy, management policy, business strategy and the medium- and long-term
management strategy, which is positioned as the core, and the allocation of management resourceswere fully discuss at the Committee for Group Strategy. Then, the matters are considered for thedecision making regarding the medium-term management plan (revision), etc. The Committee forGroup Strategy met 12 times in June, July, August, September, October (3 times), November (twice),
December, January and March during the fiscal year ended March 31, 2024.

-

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

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

Matters to be decided and reported by our subsidiaries are appropriately managed in accordance withthe “Group Management Rules.”-Our Audit Office develops an audit plan for each fiscal year and conducts audits on the operation andinternal controls of the Company and our domestic and overseas subsidiaries.

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

Our Audit Office assists the duties of the Audit and Supervisory Board Members upon their requestfrom time to time. Audit and Supervisory Board Members have not requested, therefore no assistantfor their duties has been appointed.

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

The Audit and Supervisory Board Members attend primary meetings and receive reports on mattersthat are discussed and on the management condition.

-

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

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

We enhance the effectiveness of audit by appointing 3 External Audit and Supervisory Board Members(Independent) among the 5 Audit and Supervisory Board Members.

-

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

-

The Audit and Supervisory Board Members attend meetings of the Board of Directors and otherimportant meetings, conduct interviews with the Directors and also visit our subsidiaries to conduct
audits. In addition, the Audit and Supervisory Board Members preside at the Group Audit andSupervisory Board Meeting and receive periodic reports from the Auditors of the domestic
subsidiaries.

121

-

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

b.

Matters Concerning Limitation of Liability Agreements with External Directors (Independent) andExternal Audit and Supervisory Board Members (Independent)
Pursuant to the provisions of Paragraph 1, Article 427 of the Companies Act and our Articles ofIncorporation, the Company has executed an agreement with its Directors (excluding executive directors, etc.)
and Audit and Supervisory Board Members to bear their liability for damages as stipulated in Paragraph 1,
Article 423 of the Companies Act up to the minimum amount stipulated in Paragraph 1, Article 425 of theCompanies Act.
c.

Outline of Directors’ and Officers’ Liabilities Insurance
The Company maintains directors’ and officers’ liabilities insurance as stipulated in the provisions ofParagraph 1, Article 430-3 of the Companies Act with an insurance company to cover the insured’s losses andlosses incurred from disputes, etc. The scope of the insured under this insurance policy is all of the officers (i.e.,
Directors and Audit and Supervisory Board Members) of the Company, all of the officers of our domestic
consolidated subsidiaries, including Wacoal Corp., as well as the officers who are Japanese nationals and on
secondment to our overseas subsidiaries and associated companies. The insured does not bear the premiums.
Provided, however, that in order to ensure that the appropriate conduct of the insured when performing
their duties is maintained, this insurance policy will not cover the insured’s losses related to activities engaged
while being aware of violations of the laws and regulations.
d.

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

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

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

g.

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

122

(ⅰv)

Status of Activity of Board of Directors, Nomination of Directors Advisory Committee andRemuneration of Directors Advisory Committee and the Committee for Group Strategy (Fiscal Year
ended March 31, 2024)
The following table shows the members and chairpersons of the Board of Directors, the Nomination of
Directors Advisory Committee and the Remuneration of Directors Advisory Committee, the Committee forGroup Strategy as well as their meetings and attendance record for the fiscal year ended March 31, 2024:(Note: The Committee for Group Strategy was established in June 2023 during the fiscal year ended March
31, 2024)

Title

Name

Board ofDirectors

Representative Director,
President and CEO(Group CEO)

Hironobu
Yasuhara◎

Director, Executive
Corporate Officer(until June 2023)
Representative Director,
President and CEO(Group CEO)
(from June 2023)

Remuneratio
Meeting
n of Directors
Meeting
AttendanceAdvisory
AttendanceCommittee

Meeting
AttendanceNominationof Directors
Advisory
Committee

4/4(100%)○

1/1(100%)

17/17(100%)○

5/5(100%)

Committee
for Group
Strategy

Meeting
Attendance

◎

12/12
(100%)○

12/12(100%)○
MasaakiYajima◎Representative Director
Vice President,
Executive Officer and
CFO

Akira Miyagi

○

17/17
(100%)○

6/6(100%)○

4/4(100%)

External Director(Independent)

MadokaMayuzumi○

4/4(100%)○

1/1(100%)○

1/1(100%)

External Director(Independent)

Shigeru Saito

○

17/17
(100%)○

6/6(100%)○

4/4(100%)○

12/12(100%)

External Director(Independent)

Tsunehiko
Iwai

○

17/17
(100%)◎

6/6(100%)◎

4/4(100%)○

12/12(100%)

External Director(Independent)

Chizuru
Yamauchi○

13/13(100%)○

5/5(100%)○

3/3(100%)○

12/12(100%)

External Director(Independent)

Hisae Sato

○

13/13
(100%)○

4/4(100%)○

2/2(100%)○

12/12(100%)

External Director(Independent)

Koji Nitto

○

13/13
(100%)○

4/4(100%)○

2/2(100%)○

12/12(100%)

Audit and Supervisory
Board Member

Shinichi
Kitagawa□

17/17(100%)△

Audit and Supervisory
Board Member

Katsuhiro
Okamoto□

17/17(100%)△

External Audit andSupervisory Board
Member (Independent)

Hiroshi Shirai□

4/4(100%)

External Audit andSupervisory Board
Member (Independent)

Mitsuhiro
Hamamoto□

17/17(100%)

External Audit andSupervisory Board
Member (Independent)

MinoruShimada□4/4(100%)△△

External Audit andSupervisory Board
Member (Independent)

HitoshiSuzuki□13/13(100%)△△

External Audit andSupervisory Board
Member (Independent)

MotokoTanaka□13/13(100%)

Corporate Officer

Katsuya
Hirooka

△

○

12/12
(100%)

Corporate Officer

AtsukoShinoduka

△

○

12/12
(100%)

△

△

△

123

Name

Board ofDirectors

Corporate Officer

Shinsuke
Fukazawa△

Corporate Officer

TakuyaYoshidomi

Corporate Officer

Teruo
Fukumoto

Title

Meeting
AttendanceNominationof Directors
Advisory
Committee

Remuneratio
Meeting
n of Directors
Meeting
AttendanceAdvisory
AttendanceCommittee○

Committee
for Group
Strategy

Meeting
Attendance

4/4(100%)(◎ chair or chairperson, 〇 member, □ attendee, △ observer)

124

a.

Activities of Board of Directors
Matters to be Discussed and Considered

Name

Board ofDirectors

In addition to the matters as prescribed by laws and regulations and the Articles of Incorporation, all
the major management issues and important matters related to our business, such as the mediumand long-term management strategies, the medium-term business strategy, the allocation ofmanagement resources, are discussed.

The following matters were mainly discussed and considered during the current fiscal year ended
March 31, 2024.

i)

Corporate Governance
As a result of the evaluation of the composition and skill balance of the Board of Directors, the“Nomination of Directors Advisory Committee” submitted a list of three proposed candidates forExternal Directors (Independent), who have abundant knowledge of sustainability, D&I, investment
and the financial capital market. The list was approved and then submitted to a general meeting ofshareholders, which was held in June 2023, as an agenda item.
The amount of basic remuneration of the Company’s Directors (excluding External Directors(Independent)) to be reduced was resolved in consideration of the downward revision of theconsolidated financial forecast of the current fiscal year ended in March 31, 2024, the structurereform (The item of “Capital efficiency”) mentioned below, and the management responsibility
based on the results of the withdrawal of business in the U.S. after the consultation with theRemuneration of Directors Advisory Committee. Meanwhile, the Remuneration of Directors
Advisory Committee started preparing for the introduction of the performance share unit
compensation plan, which further clarifies the link among the compensation of the Company’s
Director, consolidated financial results and the value of the Company’s stock, provides an incentive
to continuously improve corporate value and promote the value sharing with shareholders. (It is tobe approved at the Board of Directors held in May 2024, the next fiscal year, and proposed at theOrdinary General Meeting of Shareholders held on June 2024.)
In addition, in June 2023, we have established the Committee for Group Strategy as an advisory
body to the Board of Directors, which all External Directors (Independent), External Audit andSupervisory Board Members (Independent) and the Group companies’ Director and Corporate
Officers attend to fully discuss the medium- and long-term business strategies, the medium businessstrategies, the allocation of management resources and major management issues from various
perspectives.

ii)

Sustainability
We received periodic reports from the Sustainability Committee on business risks and opportunities
related to climate change (response to TCFD), issues related to sustainability such as CSR
procurement regarding the respect for human rights and D&I and ensuring diversity including
promotion of activities by women, as well as a plan for initiatives and its progress by our group.
Based on that, we are discussing our response including the cost associated with greenhouse gas
reduction, which should be addressed as an important management issue, gender gap and humanrights infringement risk hidden in the supply chain. We shall continue allocating our management
resources and monitoring the execution of strategies to achieve both the solution of social issues
through our business and sustainable growth.

iii) Corporate Ethics and Risk Management
The Corporate Ethics and Risk Management Committee conducts a scoring evaluation of potential
risks related to business environment and/or business strategies, and operational risks from theperspective of their likelihood of occurrence and impact of such risks. The risk items that areevaluated as having a significant potential impact on the management of our group, are annuallyreviewed based on the recommendations of the Corporate Ethics and Risk Management Committee
and approved as the Group’s Material Risk.

125

Numberof
Meetings
Held17

Subsequently, we conducted supervision and received reports on a regular basis to ensure that theinitiatives to prevent, transfer, mitigate or accept risks are being appropriately implemented, andmonitored measures related to incidents to prevent recurrence.
We also had a discussion on cyber attack, which has been damaging Japanese companies both inJapan and overseas these days, including security management system and the implementation ofrequired measures.
iv) Medium- to Long-Term Business Strategies
Concerning the execution of the “Allocation of more time to the consideration of important businessmatters, such as medium to long-term strategies, and at the same time, utilization of knowledge ofExternal Directors (Independent) and promotion of more active discussion at the meetings of theBoard of Directors,” which was posed as one of the issues to improve the effectiveness of the Boardof Directors, we repeated active and deep discussions during the process of formulating the revised
medium-term management plan as mentioned in the previous paragraph stating the evaluation resultsof the effectiveness of the Board of Directors and the status of the improvement effort.
In addition, we resolved the revised medium-term management plan formulated to realize“Improvement of business profitability,” “Improvement of Return on Invested Capital,”“Transformation of brand and customer marketing strategies,” etc.
We will continue to aim to maximize our corporate value, and confirm the effectiveness of ourstrategies and status of progress of our plans. We will also deepen our discussions on fundamental
initiatives to achieve sustainable growth.
v)

Capital Efficiency
Along with the resolution of the revised medium-term management plan, which reevaluate theCompany’s business portfolios and tried to achieve an appropriate reallocation of management
resources, we deepened discussions on the direction of addressing low-profitable businesses in theGroup and criteria for judging such businesses, and in addition, made decisions on introducing ROIC
management, promoting asset reduction (disposal of assets that do not contribute to enhancement of
the corporate value), and inviting voluntary retirement.
In addition, in the U.S. market, we decided to withdraw the LIVELY brand business, which we aimed
to expand having EC as its main sales channel with the digital marketing utilizing SNS considering
its low potential.
We also continue to look into the issues related to improvement of capital profitability.
(In April and May 2024, the next fiscal year, we will make resolutions on business fixed assets (realestate holdings) and the transfer of Group companies’ shares.)
In addition to the above, reports are made from the Directors and Corporate Officers monthly on thestatus of execution and deliberations at the Group Management Meeting.

126

b.

Activities of Nomination of Directors Advisory Committee

Name

Matters to be Discussed and Considered

Nominationof Directors



Based on the management directions toward improving corporate value over the medium- tolong-term, we held a meeting to discuss the roles expected from the Directors, revised the skills

Numberof
Meetings
Held6matrix based on such roles, and confirmed the composition of the Board of Directors andpersonnel requirements, the details of which were reported at a meeting of the Board of Directors

Advisory
Committeeheld in May 2023.
We have revised the rules of this Committee, the details of which were reported at a meeting of
the Board of Directors held in August 2023. We also reported on our annual activity plan (initial
draft with additional review in progress) in August.



As for the appointment of the candidates for Director (including the appointment of thecandidates for Corporate Officer who would become the candidates for Director in the future),
we have made arrangement again after having discussions and developing systematic
appointment system.



We held multiple meetings to discuss the composition of the Board of Directors after June 2024,
considering the appropriateness of skills balance using the matrix, ensuring diversity, careersummary of candidates and reason for nomination, and narrowed down the candidates for
Director. (A report will be made at a meeting of the Board of Directors held in May 2024.)c.

Activities of Remuneration of Directors Advisory Committee

Name
Remuneration

Matters to be Discussed and Considered

of Directors
Advisory
Committee

The amount of performance-based bonus payable based on the business performance of theprevious fiscal year (ended March 31, 2023) was reported at a meeting of the Board of Directors
held in May 2023.

We have revised the rules of this Committee, the details of which were reported at a meeting of
the Board of Directors held in August 2023. We also reported on our annual activity plan (initial
draft with additional review in progress) in August.
Having the downward revision of the consolidated results forecast for the current fiscal year
(ended March 31, 2024) and subsidiaries’ implementation of restructuring as the backdrop, we
submit a recommendation on the reduction of Directors’ basic compensation to clarify themanagement responsibilities at the Board of Directors held in November.
We exchanged opinions and had ongoing discussions about the current issues and improvements
related to the remuneration system for Directors. We started preparing for the introduction of theperformance share unit compensation plan, which is the recommendation. (It will be proposed at
the Board of Directors held in May 2024, the next fiscal year, and approved at the 76th Ordinary
General Meeting of Shareholders.)

We confirmed the direction of the amount of performance-based bonus payable based on the
projected consolidated performance for the current fiscal year (ended March 31, 2024) (Nopayment).

127

Numberof
Meetings
Held
4

d.

Activities of the Committee for Group Strategy
Matters to be Discussed and Considered

Name
Committee
for Group
StrategyThe following matters were mainly discussed during the current fiscal year ended March 31, 2024and reported to the Board of Directors.
In addition, the Committee actively got involved in the process of formulating the revised medium-i)term management plan, which will become the main points of the policy.
Arrangement of the Foundation for Group Management
Multiple discussions were made for the utilization of business fixed assets (real estate holdings). The
Committee recommended the sales of the properties that do not contribute to enhancement ofcorporate value with a view to improving asset and capital efficiency, which leads to the Promotionof Asset Reduction policy of the revised medium-term management plan.
For the introduction and embedding of ROIC management, we discussed the introduction processincluding the embedding of the significance and reported the necessity of the transformation for
active management approach to realize the return that exceeds capital cost and use the earnings forinvestment and return to multi-stakeholders.

ii)

Growth Strategy for Overseas BusinessWe confirmed that in the European, American and Chinese markets, it is necessary to accelerate theconversion to an EC-focused business model and that there is room for development in the market(by region and segment). Then, we discussed the allocation of required management resources.

iii) Portfolio of Domestic BusinessWe discussed a plan to address the continuously unprofitable domestic group companies. By
confirming how our future business portfolios should be considering the changes in the environment
surrounding our business as well as the criteria for the evaluation of business continuity orwithdrawal, we recommended to arrange a monitoring system that would enable timely andappropriate judgement for the modification of the plan to address the issue.
iv) Business Structure Reform
We discussed the recovery of growth and profitability of Wacoal Corp., the core of our domestic
business. We confirmed the direction to improve the business efficiency by establishing brandportfolios with better clarification of the value to provide and promote the SCM reform to achieve
the demand-linked lead time reduction.
For the strengthening of human capital, we discussed our initiatives to realize organizational
management by a small group of highly skilled employees with individual growth, improvement oforganizational strength and fostering an attractive culture by having the recruitment, training andpromotion of the talents who will be responsible for the company’s growth as a starting point. The
voluntary retirement program is unavoidable. We confirmed that we will simultaneously promote
the improvement of compensation and treatment systems.

128

Numberof
Meetings
Held12

(2) Officers(i) List of Officers
Male: 10 persons Female: 3 persons (which accounted for 23.1% of the total number of Directors andAudit and Supervisory Board Members)
Title

Name

Date of BirthBusiness Experience and Position(s) and Office(s)Mar. 1984

Joined the Company

Jun. 2004

Apr. 2009

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

Apr. 2011

Corporate Officer of Wacoal Corp.

Apr. 2015

Apr. 2022

Corporate Officer and Head of Technology and ManufacturingDiv., Wacoal Corp.
Director, Corporate Officer and Head of Technology and
Manufacturing Div., Wacoal Corp.
Director, Executive Corporate Officer and Head of WholesaleDiv., Wacoal Corp.
Director, Executive Corporate Officer and Head of Global
Operations Div., Wacoal Corp.
Director and Executive Corporate Officer, Wacoal Corp.

Apr. 2022

Head of Global Operations Div.

Jun. 2022

Director, Executive Corporate Officer and Head of Global
Operations Div.
Director, Executive Corporate Officer

Apr. 2007
Sep. 2008

Representative
Director,
President andCEO (GroupCEO)

Apr. 2016
MasaakiYajimaSep. 30,1960

Apr. 2018
Apr. 2021

Apr. 2023
May 2023

Director, Executive Corporate Officer and Head of Global
Operations Div.

Jun. 2023

Representative Director, President and CEO (Group CEO), andHead of Global Operations Div.

Apr. 2024

Representative Director, President and CEO (Group CEO)(present position)
Joined the Company

Mar. 1984
Oct. 2007

Apr. 2014

Manager of Business Management and Administration of
Wacoal Brand Operation Div. of Wacoal Corp.
Director and Deputy General Manager of Wacoal China Co.,
Ltd.
General Manager of Corporate Planning Dept.

Apr. 2017

Corporate Officer of Wacoal Corp.

Jun. 2018

Director, Head of Corporate Planning Dept.

Jun. 2019

Executive Director, Head of Corporate Planning Dept.

Apr. 2020
Jun. 2021

Director and Executive Corporate Officer in charge of Group
Finance
Director, Executive Corporate Officer and CFO

Jun. 2022

Director, Vice President, Executive Officer and CFO

Dec. 2022

Representative Director, Vice President, Executive Officer and
CFO (present position)

Apr. 2011

Representative
Director, Vice
President,
Executive
Officer and
CFO

Akira Miyagi

Oct. 18, 1960

129

Number of
Shares held by
OfficeShareholder
Term(Hundreds ofshares)

Note 1

156

Note 1156

TitleName

Date of BirthBusiness Experience and Position(s) and Office(s)Apr. 1994

Joined the Company

May 2015

Director and Vice Chairman of WACOAL AMERICA, INC.
Director and President of WACOAL INTERNATIONAL
CORP.
Corporate Officer of Wacoal Corp.

Apr. 2020
Director
Executive
Officer

Keisuke
Kawanishi

Oct. 7, 1971

May 2020

Jun. 2024

Director and Chairman of WACOAL AMERICA, INC.
Director and President of WACOAL INTERNATIONAL
CORP.
Director, Corporate Officer, Head of Marketing Div. of
Wacoal Corp.
Representative Director, President and CEO of Wacoal Corp.
(present position)
Director of the Company (present position)

Apr. 1979

Joined Shiseido Co., Ltd.

Apr. 2002

Mar. 2018

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

Jun. 2018

Director of the Company (present position)

Apr. 1975

Joined Nippon Life Insurance Company

Mar. 2009

Mar. 2022

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

Jun. 2023

Director of the Company (present position)

Apr. 2022
Apr. 2023

Apr. 2008
Jun. 2014
Director

Tsunehiko Iwai

May 28, 1953
Jan. 2016

Mar. 2014
Mar. 2015
Mar. 2019
Director

Chizuru
YamauchiFeb. 25, 1957

Jul. 2019

May 2021

130

Number of
Shares held by
OfficeShareholder
Term(Hundreds ofshares)

Note 1

77

Note 1

1Note 13

TitleName

Date of BirthBusiness Experience and Position(s) and Office(s)Apr. 1985

Joined the Hokkaido Takushoku Bank, Limited

Sep. 1997

Jun. 2016

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

Jun. 2017

Trustee, International Christian University

Jun. 2023

Director of the Company (present position)

Apr. 1983

Joined OMRON Corporation

Jun. 2011

Executive Officer, Senior General Manager, Global Resource
Management HQ, OMRON Corporation

Apr. 2013

Managing Executive Officer, Senior General Manager, Global
SCM and IT Innovation HQ, OMRON Corporation

Apr. 2014

Senior Managing Executive Officer, Global Strategy HQ,OMRON Corporation

Jun. 2014

Director, Senior Managing Executive Officer, Global Strategy
HQ, OMRON Corporation

Apr. 2017

Director, Senior Managing Executive Officer, Chief Financial
Officer (CFO), Global Strategy HQ, OMRON Corporation

Apr. 2023

Director, OMRON Corporation

Jun. 2023

Director of the Company (present position)

Apr. 1981

Joined Japan Maritime Self-Defense Force

Apr. 1990

Joined Nippon Life Insurance Company

May 1996

Completed master’s degree University of California, Berkeley

Oct. 2000

Joined Dream Incubator Inc.

Jan. 2003

Project Manager, Dream Incubator Inc.

Jun. 2006

Executive Officer, Dream Incubator Inc. (in charge ofCorporate Division)
Director, Dream Incubator Inc. (in charge of Corporate Divisionand ipet Insurance Co., Ltd.)
Representative Director, President and CEO, Dream Incubator
Inc.
Director, Chairman of the Board, Dream Incubator Inc.

Feb. 2004

Director

Hisae Sato

Oct. 16, 1961

Sep. 2005
Apr. 2008

Director

Director

Koji Nitto

Tetsuro HaradaFeb. 1, 1961

Sep. 22, 1965
Jun. 2018
Jun. 2020
Jun. 2023
Jun. 2024

Director, Audit & Supervisory Committee Member andChairman of the Board, Dream Incubator Inc. (present position)
Director of the Company (present position)

131

Number of
Shares held by
OfficeShareholder
Term(Hundreds ofshares)

Note 1–

Note 1

13Note 1–

TitleAudit andSupervisory
Board Member(Full Time)

Name

Date of BirthBusiness Experience and Position(s) and Office(s)Mar. 1985

Joined the Company

Apr. 2008

Apr. 2013

Director and General Manager of Accounting and
Administration Div. of Studio Five Corp.
Director and General Manager of Business Control Div. of
Studio Five Corp.
IR/Public Relations Officer

Apr. 2018

General Manager of Accounting Dept.

Jun. 2020

Audit & Supervisory Board Member (present position)

Jun. 2021

Auditor of Wacoal Corp. (present position)

Mar. 1986

Joined the Company

Apr. 2010

General Manager of Materials Control, Technology &Manufacturing Division of Wacoal Corp.
Representative Director and President of Hokuriku Wacoal
Sewing Corp.
Representative Director and President of Kyushu Wacoal
Manufacturing Corp.
General Manager of Innerwear Merchandising Supervisory
Division, Wacoal-Brand Operations of Wacoal Corp.
Corporate Officer, General Manager of Wacoal-Brand
Innerwear Products Supervisory Division, Wholesale Divisionof Wacoal Corp.
Auditor of Wacoal Corp. (present position)

Apr. 2009
Shinichi
Kitagawa

Dec. 29, 1962

May 2012
Audit andSupervisory
Board Member(Full Time)

Apr. 2014
Katsuhiro
OkamotoOct. 20, 1963

Apr. 2016
Apr. 2018

Jun. 2021

Number of
Shares held by
OfficeShareholder
Term(Hundreds ofshares)

Note 316

Note 46Note 452

Note 5–

Audit and Supervisory Board Member of the Company (present
position)

Audit andSupervisory
Board Member

Mitsuhiro
Hamamoto

Apr. 18, 1970

Oct. 2000

Admitted to the Bar

Oct. 2000

Joined the Law Office of Tadashi Yamada

Oct. 2004

Joined the Kikkawa Law Office

Apr. 2008

Partner at the Kikkawa Law OfficeJun. 2017
Feb. 2019

Audit and Supervisory Board Member of the Company (present
position)Managing Partner of Hamamoto Law Office (present position)

Apr. 1977

Joined The Mitsubishi Bank, Ltd. (current “MUFG Bank, Ltd.”)

May 2002

Jun. 2012

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

Jun. 2014

Corporate Auditor, BTMU

Jun. 2016

Director, Audit and Supervisory Committee Member, BTMU

Jun. 2017

Advisor, BTMU

Jul. 2017

Member of the Policy Board, Bank of Japan

Jun. 2023

Audit and Supervisory Board Member of the Company (present
position)

Jun. 2005
Jun. 2008

Audit andSupervisory
Board Member

May 2011
Hitoshi Suzuki

Jan. 8, 1954

132

TitleName

Date of BirthBusiness Experience and Position(s) and Office(s)Oct. 1989

Audit andSupervisory
Board Member

Motoko Tanaka

Dec. 13, 1959

Mar. 1993

Joined Tohmatsu Awoki & Sanwa (current “Deloitte Touche
Tohmatsu LLC”)
Registered as Certified Public Accountant

Oct. 1995

Deloitte & Touche LLP, New YorkJul. 2003

Partner of Deloitte Touch Tohmatsu LLC

Jul. 2020

Managing Partner of Tanaka CPA Office (present position)

Jun. 2023

Audit and Supervisory Board Member of the Company (present
position)

Number of
Shares held by
OfficeShareholder
Term(Hundreds ofshares)

Note 5

Total(Notes)

1.
2.
3.
4.
5.
6.
7.

480

The term of office of a Director is one year from the conclusion of the Ordinary General Meeting of
Shareholders held on June 25, 2024.
Directors Mr. Tsunehiko Iwai, Ms. Chizuru Yamauchi, Ms. Hisae Sato, Mr. Koji Nitto and Mr. Tetsuro
Harada are External Directors (Independent).
The term of office of an Audit and Supervisory Board Member is 4 years from the conclusion of theOrdinary General Meeting of Shareholders to be held on June 25, 2024.
The term of office of an Audit and Supervisory Board Member is 4 years from the conclusion of theOrdinary General Meeting of Shareholders to be held on June 29, 2021.
The term of office of an Audit and Supervisory Board Member is 4 years from the conclusion of theOrdinary General Meeting of Shareholders to be held on June 28, 2023.
Audit and Supervisory Board Members Mr. Mitsuhiro Hamamoto, Mr. Hitoshi Suzuki and Ms. Motoko
Tanaka are External Audit and Supervisory Board Members (Independent).
We have adopted the corporate officer system in order to clarify executive responsibility and accelerate
the speed of execution of duties.
The Corporate Officers who do not concurrently serve as Directors as of the filing date of this report are
as follows.
Title

(ii)

–

Name

Corporate
Officer

General Manager of Corporate Planning

Katsuya Hirooka

Corporate
Officer

In charge of Group Digital Transformation (DX) Marketing

Atsuko Shinoduka

Corporate
Officer

Head of Global Operations Div.

Manabu Tochio

Corporate
Officer

In charge of Group Personnel

Shinsuke Fukazawa

Corporate
Officer

In charge of Group IT Promotion

Takuya Yoshidomi

Corporate
Officer

In charge of Group Technology and Manufacturing

Teruo Fukumoto

Status of External Officers
We have 5 External Directors (Independent) and 3 External Audit and Supervisory Board Members(Independent).
We have elected those persons having extensive knowledge and experience as executives and persons having
insight into investment and financial capital markets, as our External Directors (Independent), and each of such
persons takes a role in improving the appropriateness of the decision made by the Board of Directors by giving
objective and independent advice based on their long careers in each business area and extensive professional
knowledge. Also, we have elected those persons who have experiences as business administrators in financial
industry, extensive knowledge from their experience as a member of the Policy Board of the Bank of Japan,
independent attorneys at law or independent certified public accountants having a considerable degree of financeand accounting knowledge, as our External Audit and Supervisory Board Members (Independent). Each External
133

Audit and Supervisory Board Member (Independent) conducts a strict audit on the legality of Directors’ decision
making and execution of their duties from a professional perspective by maintaining high levels of independence.
The Company prescribes “Criteria for Appointment or Removal of Officers” and “Criteria for Appointment ofExternal Officers (that ensures independence)” for appointing an External Director (Independent) and an External
Audit and Supervisory Board Member (Independent).
In making the appointment or removal of an External Director (Independent), the “Nomination of Directors
Advisory Committee” submits a list of candidates based on the following criteria to the Board of Directors.
Candidates for External Audit and Supervisory Board Member (Independent) are appointed at a Board of Directors’
meeting after the consent of the Audit and Supervisory Board is obtained. The lists of candidates are then submitted
to a general meeting of shareholders as an agenda item.
● 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/hermanagement performance and contribution to the group management during the term of office shall beconsidered;
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 ormore listed companies; and6. A Candidate whose election to the Board of Directors or the Audit & Supervisory Board contributes tobalanced knowledge, experience and expertise and ensures diversity such as gender and internationalism.
＜Criteria for Removal＞
1. If an officer acts against public policy; or
2. If an officer is neglecting its duties and deemed to be failing to fulfill its duties.

The Company believes that External Directors (Independent) and External Audit & Supervisory Board
Members (Independent) should have sufficient independence to avoid conflicts of interest with general shareholdersof the Company. From this perspective, the Company appoints candidates for External Officers who do not fallunder any of the following categories:
1. Persons who have served as a business director*1 at any time for Wacoal or its consolidated subsidiaries(hereinafter collectively referred to as the Wacoal Group) in the past;
2. Major shareholders who hold 5% or more of Wacoal shares in terms of voting rights either in their own
name or another person’s name.
If the major shareholder in question is a corporation, association, or other such organization (hereinafterreferred to as legal entities), business executives who belong to the relevant legal entity
3. Any of the following parties(1) Main business partners*2 of the Wacoal Group, or parties who count the Wacoal Group as a main
business partner.
If the party in question is a legal entity, business executives who belong to the relevant legal entity(2) Main lenders of the Wacoal Group*3. If the party in question is a legal entity, business executives
who belong to the relevant lender(3) Business executives who belong to Wacoal’s lead securities brokerage(4) Business executives who belong to legal entities in which Wacoal holds 5% or more of the sharesin terms of voting rights
4. Certified public accountants who work for auditing companies that audit the accounts of the Wacoal Group134

5. Lawyers, accountants, tax accountants, patent attorneys, consultant, or other such specialists who receive
large sums*4 or other assets from the Wacoal Group. If the party in question is a legal entity, specialists
who belong to the relevant legal entity.
6. Persons who have received large donations*5 from the Wacoal Group. If the party in question is a legal
entity, business executives who belong to the relevant legal entity
7. Executives of other companies that are mutually inaugurated by outside officers.
8. Spouses or close family members (up to two degrees of separation) of persons who fall under categories 1
to 7 above (only applicable to important persons*6)
9. Persons who fell under any of the categories 2 to 8 in the last three years.
10. Any other persons deemed to be in exceptional circumstances that may result in a conflict of interest with
Wacoal’s general shareholders
It should be noted, however, that a candidate who falls under any of the items under 2 through 9 above, but
who fulfills the requirements of an external officer under the Companies Act, may under exceptional circumstances
become a candidate for an External Officer if the Company deems it appropriate for such candidate to be appointed
as an External Officer and if the Company describes its reasons for making such judgement.
*1 Business executive refers to managing directors, executive officers, corporate officers, and other employees
equivalent to these.
*2*3

Main business partner refers to a counterpart who is a buyer or a supplier from the perspective of the Wacoal Groupor the relevant party, and whose average annual transactions over the past three years exceeds 2% of the consolidated
sales of the Wacoal Group or the relevant party.
Main lender refers to financial institutions or individuals from whom the Wacoal Group borrows, and where thebalance of borrowed funds as of the end of the fiscal year for the last three years constitutes more than 2% of theconsolidated assets of Wacoal or the relevant lender.

*4

*5
*6

Large sums refer to an average amount of more than 10 million yen annually over the last three years for services
rendered, regardless of whether the services were rendered to the Wacoal Group by the specialist in question as anindividual or by an organization to which they belong.
Large donations refer to donations that exceed 10 million yen annually over the last three years.
Important persons refer to (i) employees or equivalent persons in the case of certified public accountants who belong
to an auditing or accountant firm, partners or equivalent persons in the case of lawyers who belong to a law office, or
equivalent persons in the case of specialists who belongs to another legal entity, or (ii) managing directors, executive
officers, corporate officers, and senior managers with the rank of department manager or higher, or officials such ascouncilors, administrative officers, and auditor secretaries in the case of business executives belonging to legal
entities, and persons objectively and logically deemed to have equivalent importance.

For our External Directors (Independent), the Management Planning Department hands out documents settingout the proposals presented to the Board of Directors’ meetings in advance and gives prior explanations onimportant matters to them. For External Audit and Supervisory Board Members (Independent), internal Audit andSupervisory Board Members do so.
Three of our External Directors (Independent) and one of our External Audit and Supervisory Board Members(Independent) hold 1,700 and 5,200 shares of common stock of the Company, respectively. Other than theforegoing, there are no special interests between our External Directors (Independent) or External Audit andSupervisory Board Members (Independent) and the Company.

135

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

Status of significant concurrent
positions

Tsunehiko
Iwai

External Director of Cross Plus
Inc.

Chizuru
Yamauchi

Advisor of Nippon Life
Insurance Company

Reasons for Election
Mr. Iwai served as the Representative Director of a cosmetics manufacturer anddistributer which operated globally. Mr. Iwai’s extensive knowledge and insight as acompany manager, as well as his expertise on research & development, production andtechnology enable him to contribute to the management of the Company. He also
provides valuable opinions and advice based on his knowledge on compliance andsustainable management and knowledge acquired at a company which “pursues
beauty” like our Company. He also serves as the Chair of both the Nomination of
Directors Advisory Committee and Remuneration of Directors Advisory Committee.
We expect that he will continue to provide advice that will contribute to enhance ourcorporate value and strengthen oversight over the Company and appoint him asExternal Director (Independent).
Also, because he meets the eligibility requirements which the Company prescribes
under “Criteria for Appointment of External Officers (to ensure independence)” andbecause there are no concerns that any conflict of interest with general shareholders
may arise, we have designated him as an independent officer.
Ms. Yamauchi’s extensive knowledge and experience as an executive, as well as
expertise in diversity and inclusion enable her to contribute to the management of theCompany. We expect that she will keep providing advice on and human resources andorganization strategies, such as women’s empowerment, human resource development,
and organization development, as well as advice that will contribute to enhancing
corporate value, and supervise the management of the Company. Therefore, we
appoint her as External Director (Independent).
Also, because she meets the eligibility requirements which the Company prescribes
under “Criteria for Appointment of External Officers (to ensure independence)” andbecause there are no concerns that any conflict of interest with general shareholders
may arise, we have designated her as an independent officer.
Ms. Yamauchi is the Advisor of Nippon Life Insurance Company, which is one of ourmajor shareholders, however, the shareholding ratio is 2.9% on a voting right basis
and there is no concern with respect to her independence.

136

Name

Hisae Sato

Koji Nitto

Status of significant concurrent
positionsCouncilor of International
Christian University;
Member of Fund Management
Committee of Local PublicService Mutual Aid
Associations;
Member of Fund Management
Committee of Pension Fund
Association for Local
Government Officials;
Member of the JST* Investment
Advisory Committee*JST: Japan Science andTechnology Agency
Member of Pension Actuarial
Subcommittee of the Social
Security Council, Ministry of
Health, Labor and Welfare
Member of Fund Management
Subcommittee of the Social
Security Council, Ministry of
Health, Labor and Welfare
Member of Subcommittee on
Asset Management Nation of
the Council of New Form of
Capitalism Realization, Cabinet
Secretariat

Director of CiRA Foundation

Reasons for Election
Ms. Sato has been contributing to the management of the Company based on her
experience as an asset management consultant at a foreign-associatedorganization/personnel asset management consulting firm, and as a chief investment
officer overseeing pension assets on a global level for a global automobile
manufacturing and sales company. Ms. Sato also provides valuable opinions andadvice based on a wealth of knowledge and insight, particularly in the areas ofinvestment and financial capital markets, having served as a member of various
investment-related committees for public pension funds and government agencies inJapan. We expect that she will utilize her experience and expertise to improve theCompany’s corporate value and contribute to strengthening the supervisory function of
the Board of Directors and appoint her as External Director (Independent).
Although Ms. Sato has never been involved in corporate management other thanserving as an external officer, we believe that she will be able to appropriately fulfill
her role as an External Director (Independent) for the above reasons and herexperience of being involved in management of an incorporated educational institution
as a trustee and a councilor.
Also, because she meets the eligibility requirements which the Company prescribes
under “Criteria for Appointment of External Officers (to ensure independence)” andbecause there are no concerns that any conflict of interest with general shareholders
may arise, we have designated her as an independent officer.

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

137

Name

TetsuroHaradaStatus of significant concurrent
positions

Director, Audit & Supervisory
Committee Member andChairman of the Board ofDream Incubator Inc.
External Director, Mandom
Corporation

Reasons for Election
Mr. Harada has extensive experience as a consultant in providing strategic consulting,management development, and venture investment development for major
corporations in various industries at a company established with the aim of “fostering
new businesses and industries,” and various knowledge based on such experience. We
believe his knowledge and various insight he has derived through implementing
structural reforms including a review of the governance system and business portfolio
in a short period of time as a top-level management executive while contributing to
improving management soundness and transparency, will contribute valuably to theformulation and execution of our management strategy. We expect that he will utilize
them and contribute to strengthening the supervisory function of the Board of
Directors and appoint him as External Director (Independent).
Also, because he meets the eligibility requirements which the Company prescribes
under “Criteria for Appointment of External Officers (to ensure independence)” andbecause there are no concerns that any conflict of interest with general shareholders
may arise, we have designated him as an independent officer.

External Audit and Supervisory Board Members (Independent)
Name

Mitsuhiro
Hamamoto

HitoshiSuzuki

Status of significant concurrent

Reasons for Election

positionsManaging Partner of Hamamoto
Law Office;Director (external) of TVE Co.,Ltd.;
Outside Auditor of OsakaHyogo Ready-Mixed Concrete
Industrial Association;
Outside Audit & Supervisory
Board Member of Rengo Co.,Ltd.

Mr. Hamamoto is conducting the audit of the Company utilizing his legal knowledge
and great store of experience of business and commercial issues as an attorney at law.
In order to continue to utilize such knowledge and experience for the audit system of
the Company, we appoint him as External Audit and Supervisory Board Member(Independent).
Also, because he meets the eligibility requirements which the Company prescribes
under “Criteria for Appointment of External Officers (to ensure independence)” andbecause there are no concerns that any conflict of interest with general shareholders
may arise, we have designated him as an independent officer.

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

After Mr. Suzuki fulfilled his duties at a major financial institution in overseas
location and in the market sector, Mr. Suzuki has gained experience in deliberating
monetary policy as a member of the Policy Board, which is the highest decisionmaking body of the Bank of Japan, and has been utilizing such experience to performthe audit of the Company. In order to continue to utilize such experience for the audit
system of the Company, we appoint him as External Audit and Supervisory Board
Member (Independent).
We believe that he will contribute to the improvement of the Company’s audit systemthrough his knowledge and experience.
Also, because he meets the eligibility requirements which the Company prescribes
under “Criteria for Appointment of External Officers (to ensure independence)” andbecause there are no concerns that any conflict of interest with general shareholders
may arise, we have designated her as an independent officer.
Until June 2014, Mr. Suzuki held a position to execute business at The Bank ofTokyo-Mitsubishi UFJ, Ltd. (current “MUFG Bank, Ltd.”), a major shareholder andlender of the Company. It has been 10 years since he has retired from the said bank as
an executive and accordingly, there is no concern with respect to his independence. He
already has retired as an advisor of MUFG Bank, Ltd.

138

Name

MotokoTanakaReasons for Election

Status of significant concurrent
positionsManaging Partner of Tanaka
CPA Office;External Director and Audit &Supervisory Committee
Member of TOWA Corporation

Ms. Tanaka has extensive experience working at a major audit firm as a certified
public accountant and U.S. certified public accountant and has a high level of expertisein finance and accounting, and has been utilizing such experience to perform the auditof the Company. In order to continue to utilize such experience for the audit system of
the Company, we appoint her as External Audit and Supervisory Board Member(Independent).
Although Ms. Tanaka has never been directly involved in corporate management otherthan serving as an External officer, we believe that she will be able to appropriately
fulfill her role as an External Audit and Supervisory Board Member (Independent) for
above reasons.
Also, because she meets the eligibility requirements which the Company prescribes
under “Criteria for Appointment of External Officers (to ensure independence)” andbecause there are no concerns that any conflict of interest with general shareholders
may arise, we have designated her as an independent officer.
Until June 2020, Ms. Tanaka held a position at Deloitte Touche Tohmatsu LLC, our
Accounting Auditor, but Ms. Tanaka has never engaged in audits of the Company
during the said period and there is no concern with respect to her independence.

(ⅲ) Mutual Collaboration among Supervision or Audit by External Directors (Independent) or External Audit
and Supervisory Board Members (Independent), Internal Audit, Audit by Audit and Supervisory Board
Members, and Accounting Audit, as well as Relationship with Internal Control Division
External Directors (Independent) fulfill the supervisory function of management by providing
recommendations at the Board of Directors meetings based on their extensive knowledge and experience after theyreceive necessary documents and are explained about agenda items which they receive prior to the Board of
Directors meetings, as well as by serving as the chair or a member of the Nomination of Directors Advisory
Committee and the Remuneration of Directors Advisory Committee. They also contribute to the implementation
and/or maintenance of the internal control system by receiving various reports from the Audit Office.
External Audit and Supervisory Board Members (Independent) perform the audit of the internal control system,
including fair presentation of financial statements, by attending meetings of the Audit and Supervisory Board, andby establishing sufficient communication channels and coordinating with the Audit and Supervisory Board
Members, who in turn report to the External Audit and Supervisory Board Members (Independent) the status ofaudit on operations, details of important meetings and other matters as necessary, as well as by receiving various
reports from the Accounting Auditor and internal audit department (Audit Office). In addition, based on matters
discussed at the meetings of the Audit and Supervisory Board, External Audit and Supervisory Board Members(Independent) attend the Board of Directors meetings and other important meetings and enhance the effectiveness ofaudit by visiting and conducting interviews with our subsidiaries.
In addition to the above, External Directors (Independent) and External Audit and Supervisory Board Members(Independent) exchange opinions on issues raised in connection with the operation of the Board of Directors’
meeting at the Independent External Auditors & Directors Meeting for the Effectiveness of Board of Directors.

139

(3) Status of Audit(ⅰ) Status of Audit by Audit and Supervisory Board Members
Our Audit and Supervisory Board Members and audit system as of the date of this report are as follows.
a. Organization and Members
Our Audit and Supervisory Board are composed of 5 members, who are 2 Audit and Supervisory Board
Members and 3 External Audit and Supervisory Board Members (Independent) with female members accountingfor 20% of Audit and Supervisory Board. Audit and Supervisory Board member Mr. Shinichi Kitagawa serves as
the chairperson of the Audit and Supervisory Board. Audit and Supervisory Board Member Mr. Shinichi Kitagawa,
who has had experience as the General Manager of Accounting Department of the Company, and External Audit
and Supervisory Board Member (Independent) Ms. Motoko Tanaka, who is a certified public accountant, have aconsiderable degree of finance and accounting knowledge. Audit and Supervisory Board Member Mr. Katsuhiro
Okamoto provides audit and advice based on his extensive knowledge and experience at Wacoal Corp., our core
operating entity, as well as our overseas subsidiaries. External Audit and Supervisory Board Member (Independent)
Mr. Mitsuhiro Hamamoto provides audit and advice based on his legal knowledge as a lawyer and experience inbusiness law, which is his area of specialization. External Audit and Supervisory Board Member (Independent) Mr.
Hitoshi Suzuki provides audit and advice based on extensive knowledge from his services in financial industry andexperience as a member of the Policy Board of the Bank of Japan. Each member is expected to conduct audit andprovide advice accordingly, and by responding to these expectations, to enhance the effectiveness of audit by the
Audit and Supervisory Board Members. In addition, we have a full-time assistant for the Secretarial Office for the
Audit and Supervisory Board to assist the duties of the Audit and Supervisory Board Members and our Audit Officeassists the duties of the Audit and Supervisory Board Members upon their request from time to time.
b. Activities of Audit and Supervisory Board and Detailed Matters Discussed
The Audit and Supervisory Board generally meets once a month before the Board of Directors meeting andalso from time to time as necessary. We held 18 meetings during the current fiscal year. The time required forreporting and deliberation per meeting was approximately 80 minutes. The attendance record of each Audit andSupervisory Board Member is as follows.
Title

Name

Audit and Supervisory Board
MemberAudit and Supervisory Board
MemberExternal Audit andSupervisory Board Member(Independent)
External Audit andSupervisory Board Member(Independent)
External Audit andSupervisory Board Member(Independent)

Shinichi
Kitagawa
Katsuhiro
OkamotoMeeting attendance (Attendance rate)
18/18 (100%)
18/18 (100%)

Mitsuhiro
Hamamoto

18/18 (100%)

Hitoshi Suzuki

13/13 (100%)

Motoko Tanaka

13/13 (100%)

The Audit and Supervisory Board prepares an audit report, determines appointment and removal of Audit andSupervisory Board Members, audit policies, procedures of investigation on the conduct of the business, the assets
and properties and matters regarding the execution of duties of Audit and Supervisory Board Members inaccordance with the Companies Act. The Audit and Supervisory Board also examines matters to be resolved by the
Audit and Supervisory Board such as matters regarding appointment and removal or non-reappointment of the
Accounting Auditor, consent on the amount of remuneration, etc. paid for the Accounting Auditor, consent on
appointment of Audit and Supervisory Board Members, examines the agenda of the Board of Directors in advance,
exchanges information and opinions in relation to audit including the proceedings of the important meetings
attended by the Audit and Supervisory Board Members, exchanges opinions with the Representative Director, andconducts interviews on the execution of duties with our executive Directors and the Directors of Wacoal Corp., ourmajor subsidiary. The Audit and Supervisory Board monitors and inspects the status of the audit by the Accounting
Auditor through results of quarterly review, the status of its accounting audit at the end of the fiscal year, interviewson the system to ensure the appropriate execution of duties of the Accounting Auditor and the results of audits on140

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

Month
4

5

6

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

7

8

◆

◆

9

10

11

12

1

2

3

◆

◆
◆

Report on quarterly review
Report on results of audit pursuant toFinancial Instruments and Exchange Act and

◆

◆

◆

Internal Control Audit
Other information exchanges

◆

◆

◆

◆

◆

◆

◆

◆

◆

*1
*4

*1
*2

*2

*2
*4

*3

*2

*2

*1
*2

*2

*1: Consideration regarding Key Audit Matters*2: Procedures for prior approval for provision of non-assurance services by the Accounting Auditor*3: Discussion on fraud risks*4: Status of accounting auditc. Activities of Audit and Supervisory Board Members
The Audit and Supervisory Board Members attend meetings of the Board of Directors and other important
meetings such as Group Management Meeting, express their opinions as necessary and hear explanation on
important operational matters from the Directors etc. in accordance with the audit standards prescribed by the Audit
and Supervisory Board. The Audit and Supervisory Board Members also monitor and inspect the system to ensure
appropriate business conduct to perform audits on legality and appropriateness of the execution of duties of the
Directors. Audit and Supervisory Board Members make efforts to communicate with the Directors and employees,
maintain an environment for information gathering and auditing, conduct audits on the status of principal offices
and the assets and properties, receive monthly reports on topics related to internal audit from Audit Office and sharethe information with External Audit and Supervisory Board Members, in accordance with the audit policies and theassignment of work responsibilities prescribed by the Audit and Supervisory Board. Audit and Supervisory Board
Members also hold meetings of Group Audit and Supervisory Board annually to receive reports from auditors of thedomestic subsidiaries, and visit the domestic subsidiaries to conduct audits together with External Audit andSupervisory Board Members to the extent possible, and strive to understand the management condition throughinterviews with the management. In addition, Standing Audit and Supervisory Board Members receive monthly
reports regarding the management conditions of the major overseas subsidiaries from Global Operations Div.
The following is a summary of priority audit items for the current fiscal year and the results of major audit
activities corresponding to these priority audit items.

141

Priority Audit Items

Status of Major Audit Activities

Improvement of corporate
governance by enhancing



All Audit and Supervisory Board Members attended the meetings of the Board of
Directors based on the prior confirmation of the agenda items to be submitted.

effectiveness of the Board of
DirectorsOne of the External Audit and Supervisory Board Members (Independent) attended themeetings of the voluntary Advisory Committees (Nomination of Directors andRemuneration of Directors) as an observer on behalf of others, and provided feedback on
the deliberative process to the Audit and Supervisory Board.

All Audit and Supervisory Board Members reviewed the results of the “Evaluation on
Effectiveness of Board of Directors” provided by the “Independent External Auditors &Directors Meeting for the Effectiveness of Board of Directors” and monitored theimprovement activities for improvement by the Secretarial Office for the Board of
Directors.

Development and operation ofAll Audit and Supervisory Board Members received reports from the “Corporate Ethics
and Risk Management Committee,” and confirmed that changes in business environment
during the current fiscal year were reasonably reflected in the reassessment of “businessinternal control system of thebusiness grouprisks” presented to the said Committee.
Audit and Supervisory Board Members received reports, as appropriate, from Audit
Office with respect to the matters discovered through J-SOX audit and thematic audit,
and provided feedback on the contents of the reports to the Audit and Supervisory Board.

Audit and Supervisory Board Members monitored, through inspection or observation,
the status to consider business processes at the central business units and the Company’s
initiatives, such as compliance training, and provided feedback on the details to the Audit
and Supervisory Board.

Medium-term management plan
revision process and subsequent

activity status

All Audit and Supervisory Board Members attended the Committee for Group Strategy
and understood the group’s commonly shared important issues and the policy on theapproach.
All Audit and Supervisory Board Members conducted interviews with the Executive
Directors and the Directors, etc. of Wacoal Corp., our major subsidiary, with respect tothe execution of duties and the achievement of KPIs. Audit and Supervisory Board
Members conducted interviews with the Corporate Officers of the Company and Wacoal
Corp. and provided feedback on the details to the Audit and Supervisory Board.

All Audit and Supervisory Board Members attended the meetings of Board of Directors
and the Audit and Supervisory Board Members attended other important meetings to
confirm that the decisions were made in accordance with the revised medium-term
management plan and that efforts were made to achieve the targets.



All Audit and Supervisory Board Members attended the meetings of the “Sustainability
Committee” and the Audit and Supervisory Board Members attended the meetings of its
Subcommittees to confirm that internal and external interests were being coordinated andthat issues were being resolved in accordance with the relevant policies.

(ⅱ) Status of Internal Audit
Pursuant to the “Internal Audit Regulations,” our Audit Office, the internal audit department, which is directly
under the control of the Representative Director and President, audits the legality and appropriateness of theexecution of operations at the Company and our domestic and overseas subsidiaries, and evaluates the effectivenessof the internal controls. During the current fiscal year, as part of internal control activities related to financial
reporting, we audited 9 divisions for their group-wide systems and initiatives, 33 sites for daily administrative
operations, 3 divisions for purchasing activities as part of the operational audit, and 6 divisions for the compliancewith the Subcontract Act.
In addition, for the purpose of ensuring that internal control over financial reporting functions effectively andthat the relevant departments proactively improve and promote internal control, we have appointed a person in
charge of promoting internal control, hold semi-annual meetings, and have established a system for sharing
information on internal control.
142

The number of staff of our internal audit department (Audit Office) was 7 as of March 31, 2024.
Our Audit and Supervisory Board Members and internal audit department (Audit Office) have a regularmeeting for reporting and confirmation once a month. The main purpose of such meeting is to report the discussions
at major meetings at which our Audit and Supervisory Board Members attended, and plans and achievements by our
Audit Office. We have implemented an audit system allowing the sharing of documents and information necessary
for audit so that audit working papers are mutually exchanged and confirmed by our Audit and Supervisory Board
Members and Audit Office, and the audit can be performed more efficiently and effectively through coordination
between our Audit and Supervisory Board Members and Audit Office.
In terms of the reporting line of the internal audit department (Audit Office), it not only reports semi-annuallyto the Representative Director and President and Director in charge of Group Business Management pursuant to the“Internal Audit Regulations” mentioned above, but also to the Board of Directors, the Audit and Supervisory Board
Members, and the Audit and Supervisory Board. Specifically, the internal audit department (Audit Office) reported
the audit results on internal control to the Board of Directors and the Audit and Supervisory Board at their meetings
held in April 2024.
(ⅲ) Status of Accounting Audit
a. Name of Audit Firm
An accounting audit agreement has been executed between the Company and Deloitte Touche Tohmatsu
LLC (“Tohmatsu”) pursuant to the Companies Act and the Financial Instruments and Exchange Act.
b. Consecutive Number of Years during which Audit Was Performed
56 yearsc. Names of the certified public accountants who were engaged in the audit:
Designated Limited Liability Partners and Managing Members:
Koichiro Tsukuda, Tomomi Tsuji
d. Composition of the assistants for the audit services:
14 certified public accountants, 6 persons who passed the certified public accountant examination and 28
other persons
e. Policies and Reason for Appointing Audit Firm
The Audit and Supervisory Board selects the certified public accountants, etc. on the condition that suchcertified public accountants do not fall under any of the item under Paragraph 1, Article 340 of the Companies
Act and that there is no event that may impair the eligibility and independence of such certified public
accountants.
We have selected Tohmatsu based on the fact that it has the required independence, expertise, andappropriateness and adequacy in auditing activities, and on our judgment that it has the system to ensure that theaccounting audit of the Company will be conducted appropriately and sufficiently.
f.
Evaluation of Audit Firm by Audit and Supervisory Board Members and Audit and Supervisory Board
Under the discussion and resolution on the appointment and non-appointment of Tohmatsu, theCompany’s Audit and Supervisory Board performed an evaluation from the following seven perspectives: (1)quality control of the audit firm; (2) audit team; (3) audit fees, etc.; (4) communication with Audit andSupervisory Board Members; (5) relationships with management, etc.; (6) group audit; and (7) fraud risk.
(ⅳ) Audit Fees
a. Fees to Certified Public Accountants
Fiscal Year Ended March 31, 2023

Fiscal Year Ended March 31, 2024
Fees for Non-audit
Services(Millions of yen)

Fees for Audit Services(Millions of yen)

Fees for Non-audit
Services(Millions of yen)

Fees for Audit Services(Millions of yen)

The Company

166

18

132

–

Consolidated
subsidiaries

13

–

12

–

Total

179

18

144

–

Category

For the fiscal years ended March 31, 2023, the Company paid fees for non-audit services to the certified
public accounts as compensation for advisory services regarding the implementation of International Financial
143

Reporting Standards (IFRS), which are services other than those stipulated in Paragraph 1, Article 2 of theCertified Public Accountants Act.
b.

Fees to the same network as the CPA (Deloitte) (excluding a.)
Fiscal Year Ended March 31, 2023

Fiscal Year Ended March 31, 2024
Fees for Non-audit
Services(Millions of yen)

Fees for Audit Services(Millions of yen)

Fees for Non-audit
Services(Millions of yen)

Fees for Audit Services(Millions of yen)

The Company

–

32

–

6

Consolidated
subsidiaries

137

45

156

63

Total

137

77

156

69

Category

For both fiscal years ended March 31, 2023 and 2024, the Company paid fees for non-audit services to theaccounting auditor or certified public accountants as compensation for the advice and guidance regarding tax.
For both fiscal years ended March 31, 2023 and 2024, the consolidated subsidiaries paid fees for non-audit
services to the accounting auditor or certified public accountants as compensation for the advice and guidance
regarding tax.
c. Other material audit fees
Not applicable.
d.

Policy on determination of audit fees
The Company determines the amount of audit fees to be paid to the accounting auditor and certified public
accountants, after taking into account the number of days and system required for the audit, the operational
characteristics of the Company and other factors, and after negotiation with such accounting auditor or certified
public accountants and with the approval of the Audit and Supervisory Board.
e.

Reason by Audit and Supervisory Board Members for giving consent on the amount of fees payable to the
Accounting Auditor
The Audit and Supervisory Board of the Company has obtained necessary documents and received
explanations regarding the comparison of the estimated time under the audit plan from the previous fiscal year
and the actual time used for audit performance and the trend in the amount of compensation paid for the audit
performance during the past fiscal years from the relevant departments and the Accounting Auditor, hasreviewed the details of audit performed by the Accounting Auditor for the previous fiscal year and the details ofaudit planning, basis for calculating compensation and level of compensation presented by the accounting
auditor for the current fiscal year, and after deliberating whether the amount of compensation for the audit
performance is appropriate to maintain the independence of the Accounting Auditor and to carry out its
accounting audit under appropriate audit system and audit plan for the assessment of risks related to the audit
environment and internal control system of the business group (including the Company and its consolidated
subsidiaries), the Audit and Supervisory Board has deemed the amount of compensation for the current fiscal
year is appropriate. Based on the above, the Audit and Supervisory Board has given its consent, pursuant to theprovisions of Paragraph 1, Article 399 of the Companies Act, on the amount of compensation payable to the
Accounting Auditor.

144

(4) Remunerations, etc. paid to officers(ⅰ) Details and policies of calculation methods for amount of remunerations, etc. paid to officers or method of
calculating such amountThe Company has established a policy on determining the details of remunerations, etc. payable to each
Director (this “Policy”). The remunerations paid to Directors under our executive remuneration system consists of“Basic Remuneration,” the amount of which is fixed, and “Bonus,” which is linked to the business results of eachfiscal year, as well as “Restricted Stock,” which is linked to medium- and long-term business results, and“Performance Share Unit,” for which the Company’s Board of Directors has set a certain period of time as theperformance evaluation period. In the case of External Directors (Independent) and Audit and Supervisory Board
Members who shall be in the position independent from the management, only “Basic Remuneration,” the amountof which is fixed.
<Basic Remuneration>
The basic remuneration is based on the so-called single rate remuneration system, in which the same
remuneration is paid for the same position. The Company annually verifies the adequacy of the level of
remuneration, which has been set according to the business results and scale of the Company and is based oncomparison with other companies within the same industry or of the same scale through the investigation results on
remuneration prepared by an external agency.
Specific details of basic remuneration amount for Directors are determined by the Board of Directors based on
the reports prepared by the Remuneration of Directors Advisory Committee, which is chaired by External Directors(Independent) and the majority of which are composed of External Directors (Independent). The basic remuneration
amount for Audit and Supervisory Board Members is determined after discussion within the Audit and Supervisory
Board.
<Performance-based Bonus (performance-based remuneration)>
The total amount of the performance-based bonus is based on achievement as a percentage of the consolidated
operating income recorded for each fiscal year, plus other performance factors (consolidated net sales, consolidated
income before income taxes), to increase the degree of linkage between bonuses and consolidated businessperformance. Performance-based bonus is paid once a year after approval at the general meeting of shareholders forthe relevant fiscal year.
The amount of performance-based bonus to Directors is resolved at a Board of Directors meeting and the total
amount is approved at the general meeting of shareholders based on reports prepared by the Remuneration of
Directors Advisory Committee, which is chaired by External Directors (Independent) and the majority of which arecomposed of External Directors (Independent).
<Restricted Stock (non-monetary remuneration)>
Restricted stock is determined in consideration of the monthly amount of basic remuneration and the fair valueof stock, which in turn are determined pursuant to the recommendations of the Remuneration of Directors Advisory
Committee, and will be allotted in the number determined and resolved at a Board of Directors meeting once a year.
Allotted shares will be subject to transfer restriction during the period from the date allotted shares are granted until
the date such Director, Audit and Supervisory Board Member or Corporate Officer designated by the Company
retires from their position. The transfer restrictions on all allotted shares will be removed upon the expiration of thetransfer restriction period if such eligible grantee has continuously held the position of Director, Audit andSupervisory Board Member or Corporate Officer until the date of the first Ordinary General Meeting of
Shareholders after the start date of the transfer restriction period. The Company may repurchase all of the allottedshares bearing transfer restrictions as a result of a breach of restricted stock allotment agreement without
consideration.
<Performance Share Unit (non-monetary remuneration)>
As for the performance share unit, the Company allots to Eligible Directors our common stock in the numberof shares in accordance with the degree of achievement to the numerical targets of business performance, etc., set
by the Board of Directors during the performance evaluation period for a certain period of time determined by theCompany’s Board of Directors.
145

The Board of Directors of the Company shall determine performance evaluation indicators and coefficient thatare necessary in the specific calculation of the number of performance share unit to be delivered, such as respective
numerical targets to be used in allotting the shares of the performance share unit.
Allotment of the number of shares that was resolved at the Board of Directors of the Company based on thecalculation method is conducted once after the completion of the performance evaluation period. The Eligible
Director needs to have continuously held the position of Director, Audit and Supervisory Board Member, or
Corporate Officer as designated by the Company’s Board of Directors during the performance evaluation period
and satisfy other requirements that the Board of Directors designate as necessary.
The transfer restriction period shall be the period from the date on which such shares of the performance shareunit are granted until the date of retirement from the positions of Director, Audit and Supervisory Board Member, or
Corporate Officer as designated by the Company, with the conditions for removing the transfer restrictions to beprovided separately. If an Eligible Director resigns from any position of Director, Audit and Supervisory Board
Member, or Corporate Officer as designated by the Company, the Company shall naturally acquire the Allotted
Shares free of charge, unless the Company’s Board of Directors justifies the reason not to.
The above was confirmed by the Board of Directors of the Company based on the reports prepared by the
Remuneration of Directors Advisory Committee and was resolved at the 76th Ordinary General Meeting of
Shareholders held on June 25, 2024.
Upon determination of the remuneration and other matters with respect to each Director for the current fiscal
year, the Remuneration of Directors Advisory Committee holds discussions and deliberations, including withrespect to the consistency of the draft with this Policy, and reports to the Board of Directors of the Company. The
Board of Directors of the Company respects the Committee’s recommendations and believes that the determinationis generally consistent with this Policy.
The maximum annual amounts of the basic remuneration paid to Directors and Audit and Supervisory Board
Members were determined to be 350 million yen (excluding the amount paid as salaries for employees to the
Directors who concurrently serve as employees) and 75 million yen, respectively, by the resolution adopted at the57th Ordinary General Meeting of Shareholders held on June 29, 2005. The numbers of Directors and Audit andSupervisory Board Members upon the close of the 57th Ordinary General Meeting of Shareholders were 7 and 5,
respectively.
The amount of Performance-Linked bonuses was determined to be such amount as is determined according to
the business results of each fiscal year, which is resolved at Ordinary General Meeting of Shareholders. Further, themaximum annual amount of restricted stock was determined to be 70 million yen by the resolution adopted at the73rd Ordinary General Meeting of Shareholders held on June 29, 2021. The number of Directors (excluding
External Director (Independent)) who are eligible recipients upon the close of the Ordinary General Meeting of
Shareholders was 4.
In addition, the maximum annual amounts of the performance share unit were determined to be 70 million yen
by the resolution adopted at the 76th Ordinary General Meeting of Shareholders held on June 25, 2024. The number
of Directors (excluding External Director (Independent)) who are eligible recipients upon the close of the Ordinary
General Meeting of Shareholders was 3.
The ratios of basic remuneration, performance-based bonus, restricted stock compensation and performance
share unit are as follows, when the performance-based bonus is at the level of the reference value.
Basic remuneration 55 to 56%; performance-based bonuses 14%; restricted stock 19 to 20%; performance
share unit 11 to 12%(Assuming the performance-based bonus is at the level of the reference value, higher the position is, lower
the ratio of basic remuneration is.)The retirement allowance system for officers was abolished by the resolution adopted at the 57th Ordinary
General Meeting of Shareholders held on June 29, 2005.

146

(ⅱ) Aggregate amount of remunerations, etc., paid to each category of officers, aggregate amount of remunerations,etc., by type thereof, as well as the number of relevant officers
Category of Officers
Directors(excluding External Directors(Independent))
Audit and Supervisory Board
Members(excluding External Audit andSupervisory Board Members(Independent))
External Officers(Notes)Aggregate Amount of
Remunerations, etc.
(Millions of yen)

Aggregate Amount of Remunerations, etc., by Type Thereof(Millions of yen)
Number ofof which, Non- Relevant
Fixed
Performance- Share-based
Officers
monetary
remuneration based Bonus compensation
remuneration

125

91

–

33

33

3

40

40

–

–

–

2

64

64

–

–

–

11

1. The numbers of Directors, Audit and Supervisory Board Members and External Officers were 2, 2 and8, respectively. The numbers of Directors and Audit and Supervisory Board Members in the table above
include one (1) Director and three (3) External Officers who resigned upon the close of the 75th
Ordinary General Meeting of Shareholders held on June 28, 2023.
2. Non-monetary remuneration, etc. to Directors (excluding External Directors (Independent)) comprises
share-based compensation in the amount of 33 million yen.

(5) 【Information on Shareholdings】(ⅰ) Standard and Concept for Categories of Investment Stocks
With respect to the category of the investment stocks that are held for the purpose of pure investment and thatare held for the purposes other than pure investment, the Company does not hold any shares for the purpose of pureinvestment as part of asset management, but holds shares of other companies for purposes other than pureinvestment that are strategically important for our group, to maintain and enhance business transactions, to build,
maintain and enhance cooperative and transactional relationships for business expansion, and to maintain steadyfinancial transactions.
(ⅱ) Equity securities held by Wacoal Corp.
Shares held by Wacoal Corp., which holds the largest amount of investment stocks on the balance sheet (i.e., thebalance sheet amount of investment stocks) among the Company and our consolidated subsidiaries, are as follows.
A.

Equity securities held for purposes other than pure investment
a. Policies and method to verify the rationality of shareholding, as well as the verification process at themeeting of Board of Directors regarding appropriateness of holding individual issues
The Company examines whether it is appropriate to hold shares from a medium-to long-term perspective,
whether risks associated with such holding are worth the cost of capital, and profits in connection with thetransaction and yield of dividends received are reported to the Board of Directors on a regular basis. The Board of
Directors then examines whether the holding will enhance corporate value of the Company from a medium-to longterm perspective based on such verification results, and determines whether to continue to hold or dispose suchshares.

147

b. Number of Issues and Amount Recorded in the Balance Sheet
Number ofissues(Issue)Total Amount Recorded in the
Balance Sheet (Millions of yen)

Unlisted stocks

25

1,369

Stocks other than unlisted stocks

23

46,094(Issues the number of whose shares increased during the current fiscal year)
Number ofissues(Issue)Total Acquisition Amount due toIncrease in the Number of Shares(Millions of yen)

Unlisted stocks––

Stocks other than unlisted stocks

1

1

Reason for Increase in the Number of
Shares–Increased through purchases made byshare ownership plan for shares inclients(Issues the number of whose shares decreased during the current fiscal year)
Number ofissues(Issue)Total Disposal Amount due to
Decrease in the Number of Shares(Millions of yen)

Unlisted stocks

10

Stocks other than unlisted stocks

12

17,090c. Information on specified investment stocks and stocks deemed to be held, including the number of sharesand the amount recorded in the balance sheet by issue
Specified investment stocks:
Current Fiscal Year
Issue

SCREEN Holdings Co.,
Ltd.
(Note 4)

Kyoto Financial Group,
Inc.
(Note 5)Previous Fiscal Year

Number of Shares
Number of Shares(Shares)(Shares)Amount Recorded in Amount Recorded in
the Balance Sheet
the Balance Sheet(Millions of yen)
(Millions of yen)
434,358

217,179

Purpose of Holding, Overview of business
Whether Issuer
alliances, etc., Quantitative Effects ofHolds Company
Shareholding (Note 2) and Reason for
SharesIncrease in Number of Shares
We have close connection with the issuer,
as a local firm, through information
sharing and continue to hold the issuer’s
shares to maintain and strengthen our

8,671

2,530

2,279,988

569,997

good relationship from the perspective of
business strategy.
We engage in a financial transaction with
the issuer, as a major local financial firm,and continue to hold the issuer’s shares tomaintain and strengthen our good

6,295

1,546,473

3,562

1,545,985

5,559

3,966

We engage in a transaction involving
women’s garments and continue to holdperspective of enhancing corporate value.
The number of shares has increased due toparticipation in the stock ownershipassociation.

148

Yes

relationship from the perspective ofenhancing corporate value.

the issuer’s shares to maintain andstrengthen our good relationship from the

Aeon Co., Ltd.

Yes

Yes

Current Fiscal Year
Issue

Previous Fiscal Year

Number of Shares
Number of Shares(Shares)(Shares)Amount Recorded in Amount Recorded in
the Balance Sheet
the Balance Sheet(Millions of yen)
(Millions of yen)
2,885,850

2,885,850

Mitsubishi UFJ
Financial Group, Inc.

Purpose of Holding, Overview of business
Whether Issuer
alliances, etc., Quantitative Effects ofHolds Company
Shareholding (Note 2) and Reason for
SharesIncrease in Number of Shares
We engage in overall financialtransactions with the issuer as a major
financial institution and continue to holdthe issuer’s shares to maintain and

4,493

2,446

822,000

822,000

Tokio Marine Holdings,
Inc.
3,865

2,093

230,000

230,000

Yes(Note 3)strengthen our good relationship from theperspective of enhancing corporate value.
We have various general insurances tominimize business risks and continue tohold the issuer’s shares to maintain andstrengthen our good relationship from theYes(Note 3)

perspective of enhancing corporate value.
We have close connection with the issuer,

Horiba, Ltd.
3,686

1,819

as a local firm, through information
sharing and continue to hold the issuer’s
shares to maintain and strengthen our
good relationship from the perspective ofYesbusiness strategy.
7,606,666

7,606,666

We have close cooperative relationship inbusiness deployment in the Kingdom ofThailand and continue to hold the issuer’s
shares to maintain and strengthen our

Saha Pathana InterHolding PLC
2,238

2,044

No

good relationship from the perspective ofenhancing corporate value in the Kingdomof Thailand.

548,890As the issuer is one of major suppliers of
548,890 textile-related products, we continue tohold the issuer’s shares to enhance
corporate value and to maintain andChori Co., Ltd.
1,868

Yes

1,376 strengthen our good relationship through astable supply.
We have close connections with the issuer,

891,800

445,900

Kyocera Corporation(Note 6)
1,803

3,071

as a local firm, through information
sharing, and continue to hold the issuer’s
shares to maintain and strengthen our
good relationship from the perspective ofYesbusiness strategy.
398,000

398,000

We engage in a financial transaction with
the issuer, as a major local financial firm,and continue to hold the issuer’s shares tomaintain and strengthen our good

Shiga Bank, Ltd.
1,669

1,066

149

relationship from the perspective ofenhancing corporate value.

YesCurrent Fiscal Year
Issue

Previous Fiscal Year

Number of Shares
Number of Shares(Shares)(Shares)Amount Recorded in Amount Recorded in
the Balance Sheet
the Balance Sheet(Millions of yen)
(Millions of yen)
1,000,000

We have close connection with the issuer,
1,000,000 as a local firm, through information
sharing and continue to hold the issuer’s
shares to maintain and strengthen our

Takara Holdings Inc.
1,070

517,531(Note 7)

517,531

1,052

1,053

464,907

154,969

1,025

925

687,300

687,300

We engage in a transaction involving
women’s garments and continue to holdthe issuer’s shares to maintain andstrengthen our good relationship from the

848

Yes

perspective of enhancing corporate value.
We engage in a transaction involving
women’s garments and continue to holdthe issuer’s shares to maintain andNostrengthen our good relationship from theperspective of enhancing corporate value.
Issuer is a group company of Aeon Co.,
Ltd. with whom we engage in atransaction of women’s garments andcontinue to hold the issuer’s shares to

AEON Financial Service
Co., Ltd.
965

Yes

1,022 good relationship from the perspective of
business strategy.

Heiwado Co., Ltd.

Seven & i Holdings Co.,Ltd.

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

maintain and strengthen our good
relationship with Aeon group from theperspective of business strategy.
We have close cooperative relationship in

2,677,300

2,677,300

I.C.C
INTERNATIONAL PLC
517

363

90,00090,000Hisamitsu
Pharmaceutical Co., Inc.
357

340

205,000

205,000

business deployment in the Kingdom ofThailand and continue to hold the issuer’s
shares to maintain and strengthen our
good relationship from the perspective ofYesenhancing corporate value in the Kingdomof Thailand.
We continue to hold the issuer’s shares tomaintain and strengthen our good
relationship as we have close connection
in building cooperative and transactionalYes

relationship in business deployment.
We engage in a transaction of various

Matsuya Co., Ltd.
232

226

products, mainly the women’s garments
and continue to hold issuer’s shares tomaintain and strengthen good relationshipfrom the perspective of enhancing
corporate value.

150

Yes

Current Fiscal Year
Issue

Previous Fiscal Year

Number of Shares
Number of Shares(Shares)(Shares)Amount Recorded in Amount Recorded in
the Balance Sheet
the Balance Sheet(Millions of yen)
(Millions of yen)
74,700100,000

Kintetsu Department
Store Co., Ltd.

Purpose of Holding, Overview of business
Whether Issuer
alliances, etc., Quantitative Effects ofHolds Company
Shareholding (Note 2) and Reason for
SharesIncrease in Number of Shares
We engage in a transaction of various
products, mainly the women’s garments
and continue to hold issuer’s shares tomaintain and strengthen good relationship

177

244

45,64845,648IZUMI Co., Ltd.
160

143

168,000

168,000

Yes

from the perspective of enhancing
corporate value.
We engage in a transaction involving
women’s garments and continue to holdthe issuer’s shares to maintain andstrengthen our good relationship from theNoperspective of enhancing corporate value.
We have close connection with the issuer

King Co., Ltd.
120

84

through information sharing as apparel
manufacturers and continue to hold theissuer’s shares to maintain and strengthen
our good relationship from the perspectiveYesof business strategy.
62,60062,600

FUJI CO., LTD.
116

108

100,000

100,000

We engage in a transaction involving
women’s garments and continue to holdthe issuer’s shares to maintain andAs the issuer is one of major suppliers of
textile-related products, we continue tohold the issuer’s shares to enhance
corporate value and to maintain and

Toray Industries, Inc.
74

75

94,38094,380Yes

strengthen our good relationship from theperspective of enhancing corporate value.

Yes

strengthen our good relationship through astable supply.
We have close connection with the issuer

Sankyo Seiko Co., Ltd.
70

51

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

1,520,500

We engage in a transaction involving
communications equipment andinfrastructure with the issuer andcontinued to hold the issuer’s shares toKDDI Corporation
–

6,223

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

151

No

Current Fiscal Year
Issue

Previous Fiscal Year

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

453,300

Purpose of Holding, Overview of business
Whether Issuer
alliances, etc., Quantitative Effects ofHolds Company
Shareholding (Note 2) and Reason for
SharesIncrease in Number of Shares
We have close connection with the issuer,
as a local firm, through information
sharing and continued to hold the issuer’s
shares to maintain and strengthen our

Shimadzu Corporation
–

1,876

–

754,700

Yes

good relationship from the perspective of
business strategy.
We have close connection with the issuer

Kokuyo Co., Ltd.
–

1,417

as a major supplier of office furniture andstationery and continued to hold theissuer’s shares to maintain and strengthen
our good relationship from the perspective

Noof enhancing corporate value.
We have close connection with the issuer–

426,000

TOPPAN Holdings Inc.
–

1,135

in printing advertisements, mainly
catalogues, and continued to hold theissuer’s shares to maintain and strengthen
our good relationship from the perspective

Noof enhancing corporate value.
–

132,000

Taisho Pharmaceutical
Holdings Co., Ltd.

We continued to hold the issuer’s shares tomaintain and strengthen our good
relationship from the perspective ofenhancing corporate value in a close and

–

728

–

187,500

Fukuyama Transporting
Co., Ltd.
–

673

–

598,195

Yes

cooperative connection in businessdeployment.
We have close connection in logistics
transaction and continued to hold theissuer’s shares to maintain and strengthen
our good relationship from the perspectiveYesof enhancing corporate value.
As the issuer is one of major suppliers of

Asahi Kasei Corporation–554

textile-related products, we continued tohold the issuer’s shares to enhance
corporate value and to maintain andstrengthen our good relationship through aNostable supply.
–

151,487

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

Marui Group Co., Ltd.
–

306

152

from the perspective of enhancing
corporate value.

No

Current Fiscal Year
Issue

Previous Fiscal Year

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

190,700

Chuo Warehouse Co.,
Ltd.
–

206

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

We have close connection in logistics
transaction and continued to hold theissuer’s shares to maintain and strengthenNo

our good relationship from the perspectiveof enhancing corporate value.
We engage in a transaction of various–

58,200Odakyu Electric Railway
Co., Ltd.

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

–

100

No

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

(Notes) 1.
2.
3.
4.
5.

6.
7.
8.

“－” indicates that we do not hold any shares of such issue.
The quantitative effects of shareholding are difficult to describe as they relate to individual transactions.
The company in which we hold the shares does not hold any shares of the Company, while its subsidiaryholds shares of the Company.
SCREEN Holdings Co., Ltd. has conducted a two-for-one stock split of its common stock as of October 1,
2023.
Kyoto Financial Group, Inc. was established through sole share transfer of The Bank of Kyoto, Ltd. as of
October 2, 2023 as the holding company (wholly-owning parent company) of The Bank of Kyoto, Ltd.,and has conducted a four-for-one stock split of its common stock as of January 1, 2024.
Kyocera Corporation has conducted a four-for-one stock split of its common stock as of January 1, 2024.
Seven & i Holdings Co., Ltd. has conducted a three-for-one stock split of its common stock as of March 1,
2024.
Toppan Printing Co., Ltd. changed its company name to TOPPAN Holdings Inc. as of October 1, 2023.

153

Stocks deemed to be held:
Current Fiscal Year
Issue

Previous Fiscal Year

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

Purpose of holding, Overview of businessalliances, etc., Quantitative Effects ofShareholding (Note 2) and Reason for
Increase in Number of Shares

Whether Issuer
Holds theCompany’s
SharesWe engage in a transaction involving
2,544,000

2,544,000

communications equipment andinfrastructure with the issuer and continue
to hold the issuer’s shares to maintain andstrengthen our good relationship from theKDDI Corporation
11,402

10,412

perspective of enhancing corporate value.
We currently have retirement benefit trustNo

agreement under which we withhold ourright to give directions on the exercise of
voting rights.
We engage in overall financial

3,385,000

3,365,000

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

Mitsubishi UFJ
Financial Group, Inc.
5,239

2,853

perspective of enhancing corporate value.
We currently have retirement benefit trust

Yes(Note 3)agreement under which we withhold ourright to give directions on the exercise of
voting rights.

(Notes) 1.
2.
3.

The specified investment stocks and stocks deemed to be held are not combined when selecting the largest
issues based on the amount recorded in the balance sheet.
The quantitative effects of shareholding are difficult to describe as they relate to individual transactions.
The company in which we hold the shares does not hold any shares of the Company, while its subsidiaryholds shares of the Company.

d. Equity securities held for pure investment
Not applicable.
e. Equity securities reclassified from held for pure investment to held for purposes other than pure investment
during the current fiscal year
Not applicable.
f. Equity securities reclassified from held for purposes other than pure investment to held for pure investment
during the current fiscal year
Not applicable.
(ⅲ) Equity securities held by Wacoal Holdings Corp.
A. Equity securities held for purposes other than pure investment
a. Policies and method to verify the rationality of shareholding, as well as the verification details at meetings ofBoard of Directors and others regarding appropriateness of holding individual issues
The Company examines whether it is appropriate to hold shares from a medium-to long-term perspective,
whether risks associated with such holding are worth the cost of capital, and profits in connection with thetransaction and yield of dividends received are reported to the Board of Directors on a regular basis. The Board of
Directors then examines whether the holding will enhance corporate value of the Company from a medium-to longterm perspective based on such verification results, and determines whether to continue to hold or dispose suchshares.
The information on quantitative effects of shareholding is omitted since they relate to individual transactions.
154

b. Number of Issues and Amount Recorded in the Balance Sheet
Number ofissues(Issue)Total Amount Recorded in the
Balance Sheet(Millions of yen)

Unlisted stocks

276

Stocks other than unlisted stocks––(Issues the number of whose shares increased during the current fiscal year)
Number ofissues(Issue)Total Acquisition Amount due toIncrease in the Number of Shares(Millions of yen)

Unlisted stocks

175

Stocks other than unlisted stocks––

Reason for Increase in the Number of
SharesTo promote measures to create new
businesses–(Issues the number of whose shares decreased during the current fiscal year)
Number ofissues(Issue)Total Disposal Amount due to
Decrease in the Number of Shares(Millions of yen)

Unlisted stocks––

Stocks other than unlisted stocks––c) Information on specified investment stocks and stocks deemed to be held, including the number of shares andthe amount recorded in the balance sheet by issue
Not applicable.
d. Equity securities held for pure investment
Not applicable.
e. Equity securities reclassified from held for pure investment to be held for purposes other than pure investment
during the current fiscal year
Not applicable.
f. Equity securities reclassified from held for purposes other than pure investment to held for pure investment
during the current fiscal year
Not applicable.

155

V. 【Financial Information】
1.

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

2.

Audit attestation
Pursuant to the provisions of Article 193-2, Paragraph 1 of the Financial Instruments and Exchange Act of Japan, theconsolidated and non-consolidated financial statements for the fiscal year ended March 31, 2024 (from April 1, 2023
to March 31, 2024) have been audited by Deloitte Touche Tohmatsu LLC.

3.

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

156

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

Previous Consolidated Fiscal
Year(March 31, 2023)

Current Consolidated Fiscal
Year(March 31, 2024)

7

26,78133,547

8,35

20,21522,141

9,35

1,804

1,996

10

53,72049,989

11,12

3,100

4,464

105,620

112,137

13

46,70245,47819

12,26011,471

14

16,256

11,80514

13,043

11,890

15

2,957

2,839

16

20,49920,347Note

9,35

50,19554,451

22

13,97818,795

17

3,316

3,995

11

833

821

180,039

181,892

285,659

294,029

157

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

Note

Previous Consolidated Fiscal
Year(March 31, 2023)

Current Consolidated Fiscal
Year(March 31, 2024)

18,35

5,000

7,200

19,35

4,661

4,898

20,35

17,535

17,406

21,35

1,172

995

1,683

4,074

24

13,791

14,566

43,842

49,139

3,084

1,946

18,35
19,35

7,670

6,598

22

2,470

2,947

17

13,886

16,934

23,24

1,225

1,323

28,33529,74872,17778,88725

13,26013,26025

29,02920,55025

151,779

148,49425

32,023

46,78425(15,894)(17,259)

210,197

211,829

3,285

3,313

213,482

215,142285,659

294,029158

(ⅱ) 【Consolidated Statements of Profit or Loss and Consolidated Statements of Comprehensive Income】【Consolidated Statement of Profit or Loss】(Millions of yen)Accounts
Revenue
Cost of sales
Selling, general and administrative expenses
Other income
Other expenses
Operating loss
Finance income
Finance costs
Share of profit of investments accounted forusing equity method
Impairment losses of investments accounted
for using equity method

Loss before tax
Income tax expense
Loss

Previous Consolidated Fiscal Current Consolidated Fiscal
Year
Year
Note
(From April 1, 2022
(From April 1, 2023
to March 31, 2023)
to March 31, 2024)
27

188,592

187,208(82,189)(83,123)

28(102,301)(100,575)

29

5,254

1,990

29

(12,846)(15,003)(3,490)(9,503)

30

1,517

2,529

30

(795)

(328)

16

2,223

839

16

(154)

(1,827)(699)(8,290)

(902)

(453)

(1,601)(8,743)(1,643)(8,632)

42(111)(1,601)(8,743)(27.44)(151.62)(27.44)(151.62)

17

Loss attributable to:
Owners of parent
Noncontrolling interests
Loss
Earnings per share:
Basic loss per share (Yen)
Diluted loss per share (Yen)

32

159

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

Previous Consolidated Fiscal Current Consolidated Fiscal
Year
Year
Note
(From April 1, 2022
(From April 1, 2023
to March 31, 2023)
to March 31, 2024)

Loss
Other comprehensive income
Items that will not be reclassified to profit
or loss
Financial assets measured at fair value
through other comprehensive income
Remeasurement of defined benefit plans
Share of other comprehensive income ofinvestments accounted for using equity
methodTotal of items that will not bereclassified to profit or loss
Items that may be reclassified
subsequently to profit or loss
Exchange differences on translation offoreign operations
Share of other comprehensive income ofinvestments accounted for using equity
methodTotal of items that may be reclassified
subsequently to profit or loss
Total other comprehensive income
Comprehensive income(1,601)(8,743)31

1,826

14,584

31

(251)

1,679

16,31

430

86

2,005

16,349

31

3,555

8,417

16,31

309

769

3,864

9,186

5,869

25,535

4,268

16,792

4,169

16,645

99

147

4,268

16,792Comprehensive income attributable to:
Owners of parent
Noncontrolling interests
Comprehensive income

160

(ⅲ) 【Consolidated statement of changes in equity】
Previous Consolidated Fiscal Year (From April 1, 2022 to March 31, 2023)(Millions of yen)
Equity attributable to owners of parent
Item

Note

Balance at April 1, 2022

Additional
Share capital paid-in
capital13,26029,077

Other
componentsof equity

Treasury
stock

Total

158,940

27,571(10,858)

217,990

Cumulative impact of changes inaccounting policies

228

Restated begging balance with changes
in accounting policies

13,26029,077

159,168

Loss
31

Total comprehensive income

27,571(10,858)

Repurchase of treasury stock

25

Cancellation of treasury stock25

Share-based payment transactions

34

Dividends

26

Equity transactions with
noncontrolling interests
Transfer from other components ofequity to retained earnings–(1,643)221,096(1,643)42(1,601)

5,812

57

5,869

–

4,169

99

4,268

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

2,863

–

–

136

88

88

Total transactions with owners
Balance at March 31, 2023

5,812

(48)
(4,243)1,360(1,360)228
2,878(2,863)25

220,868

218,218

5,812
–

2,878

228

(1,643)

Other comprehensive income

Noncontrolling Total equity
interests

Retainedearnings(4,243)(95)(4,338)

–

403

403

–

–

–

(48)

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

13,26029,029151,779

32,023(15,894)

210,197

3,285

213,482

Current Consolidated Fiscal Year (From April 1, 2023 to March 31, 2024)(Millions of yen)
Equity attributable to owners of parent
Item

Note

Balance at April 1, 2023

Additional
Share capital paid-in
capital13,26029,029Retainedearnings

Treasury
stock

Total

151,779

32,023(15,894)

210,197

3,285

213,482(8,632)(111)(8,743)25,277258

25,535–

16,645

147

16,792(10,001)(10,001)(10,001)

Loss
Other comprehensive income(8,632)31

Total comprehensive income

25,277–

Noncontrolling Total equity
interests

Other
componentsof equity–(8,632)

25,277

Repurchase of treasury stock

25

Cancellation of treasury stock25(8,572)

8,572

–

–

Share-based payment transactions

34

(5)

64

59

59

Dividends

26

Changes in ownership interest in
subsidiaries
Transfer from other components ofequity to retained earnings
Total transactions with owners
Balance at March 31, 2024

(5,169)98

25

10,516(10,516)(5,169)(99)(5,268)

98

(20)

78

–

–

–

(8,479)5,347(10,516)(1,365)(15,013)(119)(15,132)

13,26020,550148,494

46,784(17,259)

211,8293,313

215,142161

(ⅳ) 【Consolidated statement of cash flows】

Accounts
Operating activities
Loss
Depreciation and amortization
Impairment losses
Finance income
Finance costs
Share of profit of investments accounted forusing equity method
Impairment losses of investments accounted forusing equity method
Income tax expense
Gain on sale and disposal of property, plant andequipment-net(Increase) decrease in trade and otherreceivables
Decrease (increase) in inventories(Increase) decrease in other assets(Decrease) increase in trade and other payables
Decrease in retirement benefit asset or liability
Decrease in other liabilities
Other
SubtotalInterest received
Dividends received
Interest paid
Income taxes paid
Net cash provided by operating activities
Investing activities
Proceeds from withdrawal of time deposits
Payments into time deposits
Purchase of property, plant and equipment
Proceeds from sale of property, plant andequipment
Purchase of intangible assets
Purchase of other financial assets
Proceeds from sale or amortization of otherfinancial assets
Other
Net cash provided by investing activities
Financing activities
Net increase (decrease) in short-term bankloans with original maturities of three months
or less
Proceeds from long-term borrowings
Repayments of lease obligations
Payments for purchase of treasury stock
Proceeds from disposal of treasury stock
Dividends paid to owners of parent
Dividends paid to noncontrolling interests
Contingent consideration payment
Capital contribution from noncontrollinginterests
Proceeds from sale of interests in subsidiaries
to noncontrolling interests
Payments for acquisition of interests in
subsidiaries from noncontrolling interests
Net cash used in financing activities

Previous Consolidated
Fiscal Year
(From April 1, 2022
to March 31, 2023)(Millions of yen)
Current Consolidated
Fiscal Year
(From April 1, 2023
to March 31, 2024)(1,601)
12,364
10,136(1,517)795(8,743)
11,8616,860(2,529)328(2,223)

(839)

154

1,827

902

453

(2,650)

99

1,053

(990)

(6,692)185
480(1,714)(1,255)(1,018)
7,399
115
1,932
(270)
(1,842)
7,334

6,569
(112)
(778)
(4,542)(82)
3,628
13,010
308
2,002
(292)
(3,737)
11,291289(178)(2,879)747(1,099)(1,815)

4,468

610

(2,169)(135)(1,566)
(230)

4,372

17,173

134
3,902

228
14,04833(5,230)

678

33
33

1,355
(5,981)(8,035)0(4,243)
(95)
(715)

–
(5,690)(10,001)
0(5,169)
(99)
–

403

–

–

78

–

(8)

(22,541)(20,211)

Note

26

162

Accounts
Effect of exchange rate changes on cash and cash
equivalents
Net increase (decrease) in cash and cash
equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period

Note

7
7

163

Previous Consolidated
Fiscal Year
(From April 1, 2022
to March 31, 2023)(Millions of yen)
Current Consolidated
Fiscal Year
(From April 1, 2023
to March 31, 2024)

601

1,638

(10,704)

6,766

37,48526,781

26,78133,547

【Notes to the consolidated financial statements】
1. Reporting entity
Wacoal Holdings Corp. (the “Company”) is an entity located in Japan. The locations of the registeredheadquarters and principal offices of the Company are disclosed at the website (URL
https://www.wacoalholdings.jp/en/).
The Company’s consolidated financial statements consist of financial statements for the Company and its
subsidiaries (hereinafter collectively the “Group”) and its interests in the Company’s associates and joint ventures.
The Group engages in manufacturing and sales of innerwear (foundation garments and lingerie and nightwear),outerwear, sportswear, and other textile products and related products (“Products”), wholesale, and retail toconsumers for products. See Note 6. Segment Information for detail information.
2.

Basis of preparation of consolidated financial statements(1) Matters on compliance with IFRSThe consolidated financial statements of the Group meet the requirements of “Specified Company
Complying with Designated International Accounting Standards” set forth in Article 1-2 of the Regulation on
Consolidated Financial Statements (Ministry of Finance Order No. 28 of 1976, the “Regulation”) and have been
prepared in compliance with IFRS as stipulated in Article 93 of the Regulation.
(2) Basis of measurement
The Group’s consolidated financial statements are prepared by using a historical cost basis except for theitems in Note 3. Material Accounting Policies.
(3) Functional currency and presentation currency
The consolidated financial statements are presented in Japanese yen, which is the Group’s functional
currency. Amounts are rounded to the nearest million yen.
(4) Changes in accounting policies
The Group started adopting IAS 12, “Income Taxes” (revised in May 2021) from the current fiscal year.

IFRS
IAS 12

Overview of new and revised standards

Income Taxes (revised in May 2021)

To clarify the accounting treatment of deferred taxes onleases and decommissioning obligations

The adoption of IAS 12 clarifies the accounting treatment of transactions that give rise to an equal amountof taxable and deductible temporary differences at the time of initial recognition such as leases anddecommissioning obligations, and results in the recognition of deferred tax liabilities and deferred tax assets for
those taxable and deductible temporary differences in the consolidated statement of financial position,
respectively.
The consolidated financial statements for the previous consolidated fiscal year have been retrospectively
adjusted as a result of the adoption of IAS 12. Due to such adjustments, deferred tax assets increased by 363
million yen, retained earnings increased by 361 million yen, and other components of equity increased by 2
million yen for the previous consolidated fiscal year in the consolidated statement of financial position. In
addition, income tax expense decreased by 133 million yen and profit increased by the same amount for theprevious consolidated fiscal year in the consolidated statement of profit or loss.
Reflecting the cumulative effects of the adoption of IAS 12, in the consolidated statement of equity,
retained earnings’ balance at April 1, 2022 for the previous consolidated fiscal year increased by 228 million
yen.

164

3.

Significant Accounting Policies(1) Basis of Consolidation
1. Subsidiaries
A subsidiary is an entity that is controlled by the Group. The Group considers that it has control over anentity when it is exposed, or has rights, to variable returns from its involvement with the entity and has theability to affect those returns through its power over the entity.
As a general rule, financial statements of the subsidiaries are included in the Company’s consolidated
financial statements from the date on which we obtained control of the subsidiaries until the date on which welose its control.
In cases where the accounting policies applied by a subsidiary are different from those applied by theGroup, adjustments are made to the subsidiary’s financial statements, if necessary. All intragroup balances ofreceivables and payables and transactions as well as unrealized gains or losses arising from intragrouptransactions are eliminated in preparation of the consolidated financial statements.
Comprehensive income of subsidiaries is attributed to owners of parent and to the noncontrolling interests
even if this results in the noncontrolling interests having a deficit balance.
Changes in the Company’s ownership interests in subsidiaries that do not result in a loss of control areaccounted for as equity transactions. Any difference between the adjustment to the noncontrolling interests andthe fair value of the consideration is recognized directly in equity attributable to owners of parent.
If the Company loses control over a subsidiary, any resulting gains or losses shall be recognized in profit orloss.
Subsidiaries whose fiscal year-end is different from the Company’s fiscal year-end are consolidated basedon their provisional financial statements as of the consolidated fiscal year-end.
2. Associates and joint ventures
Associates are entities over which the Group has a significant influence over the decisions on financial andoperating policy decisions but does not have control or joint control of those policies. If the Group directly or
indirectly holds 20% or more and less than 50% of the voting rights of the entity, it is presumed that theCompany has significant influence over the entity unless it can be clearly demonstrated that this is not thecase.
Joint ventures are joint arrangements whereby the parties, including the Group, have rights to the net assetsof the entity in accordance with the arrangements for joint control of the arrangements. Joint arrangements arearrangements in which two or more parties have joint control, and joint control is the contractually agreed
sharing of control of an arrangement, which exists only when decisions about the relevant activities require theunanimous consent of the parties sharing control.
Investments in associates and joint ventures are accounted for using the equity method from the date when
the investees are determined as associates or joint ventures until the date that they cease to be classified asassociates or joint ventures. When an entity no longer meets the criteria for an associate or joint venture andthe application of the equity method is discontinued, the investment retained after the discontinuation of theequity method is re-measured at fair value, and any gains or losses arising from such re-measurement arerecognized in profit or loss, unless the entity meets the criteria for a subsidiary.
If there is any objective evidence of impairment on investments in associates or joint ventures, theCompany conducts impairment tests on those investments as one asset group.
(2) Foreign currency translation
1. Foreign currency transactions
Foreign currency transactions are translated into the functional currencies of each entity of the Group at theexchange rates on the dates of the transactions.
Monetary assets and liabilities denominated in foreign currencies at the end of the reporting period aretranslated into the functional currencies at the exchange rates at the end of the reporting period.
Non-monetary assets and liabilities denominated in foreign currencies to be measured at fair value aretranslated into the functional currencies at the exchange rates on the date when the fair value is measured.
Exchange differences arising from translation or settlement are recognized in profit or loss. However,exchange differences arising from the translation of financial assets measured at fair value through othercomprehensive income hedges are recognized in other comprehensive income.
2.

Financial statements of foreign operations
Assets and liabilities of foreign operations are translated into Japanese yen using the exchange rates at theend of the reporting period, whereas income and expenses are translated using the average exchange rateduring the period unless there are significant fluctuations in the exchange rates. Exchange differences arisingfrom the translation of financial statements of foreign operations are recognized in other comprehensive
income. When we dispose a foreign operation, the cumulative amount of the exchange differences isrecognized in profit or loss.

165

(3) Cash and cash equivalents
Cash and cash equivalents consist of cash on hand, demand deposits and highly liquid short-term
investments with original maturities of three months or less that are readily convertible to cash and are subject
to insignificant risk of changes in value.
(4) Inventories
The cost of the inventories includes all costs of purchase, costs of conversion and other costs incurred inbringing the inventories to their present locations and conditions.
Inventories are stated at the lower of cost or market cost. The cost is determined on a first-in, first-out basis
for raw materials and on an average cost basis for work in process and finished products. Net realizable value
is the estimated selling price in the ordinary course of business less the estimated costs of completion and theestimated costs necessary to make the sale.
(5) Property, plant and equipment
The cost of an item of property, plant and equipment comprises its purchase price and any directly
attributable costs of bringing the asset to its working condition and location for its intended use, the initial
estimate of the costs of dismantling and removing the item and restoring the site on which it is located andborrowing cost which satisfies the conditions of asset capitalization.
For measurement after recognition, the cost model is adopted, and an item of property, plant andequipment are carried at cost less any accumulated depreciation and any accumulated impairment losses.
Depreciation of each asset other than land and construction in progress is recognized on a straight-line
method over the estimated useful lives of the respective assets.
The estimated useful lives are as follows: Buildings and structures
2 to 50 years (Mainly 38 years)
 Machinery and vehicles, Tools, furniture and fixtures 2 to 20 years (Mainly 5 years)
The depreciation method, the estimated useful life and the residual value are reviewed at the end of eachfiscal year. If there are any changes, they are applied prospectively as changes in accounting estimates.
Gains or losses incurred from derecognition of property, plant and equipment are included in profit or loss
at the time of derecognition of such asset.
(6) Leases
The Group initially measures right-of-use assets at the lease commencement date. The cost of right-of-use
assets comprises the total amount of the initial measurement of the lease liability, any lease payments made ator before the lease commencement date less any lease incentives received, any initial direct costs incurred, andan estimate of costs to be incurred in dismantling and removing the underlying asset, restoring the site on
which it is located or restoring the underlying asset. Right-of-use assets are depreciated on a straight-line basis
over the useful life or lease term, whichever is shorter.
A lease liability is initially measured at present value of the future lease payments that will be paid over thelease term after the lease commencement date. Lease payments consist of fixed and variable lease payments
for the right to use the underlying asset during the lease term that have not been paid at the commencementdate.
In calculating the present value of the total lease payments, the interest rate implicit in the lease is used as
the discount rate if such rate can be readily determined. If such rate cannot be readily determined, the lessee’s
incremental borrowing rate is used.
The lessee’s incremental borrowing rate is affected by tenor, currency, lease commencement date. It isdetermined based on various inputs, such as a risk-free rate based on government bond yields, adjustment for
country risk, adjustment for credit risk based on corporate bond yields, and company-specific adjustments
where the risk profile of a company is different from the Group’s risk profile.
Subsequent to initial recognition, right-of-use assets are measured based on the cost model, at cost lessaccumulated depreciation and impairment losses. Remeasurement of lease liabilities is also reflected in themeasurement of right-of-lease assets. Depreciation for right-of-use assets has been classified as Cost of sales
or Selling, general and administrative expenses in the Consolidated Statement of Profit or Loss. Leaseliabilities has been increased by interest which are related to lease liabilities and decreased by lease payment.
Moreover, lease liabilities are remeasured when their terms and conditions have been modified.
However, no right-of use asset or lease liability is recognized for either short-term leases or leases forwhich the underlying asset is of low value. The total lease payments associated with those leases arerecognized as an expense on either a straight-line basis over the lease term or another systematic basis.
As for transactions as a lessor, the Group classifies them as either a finance lease or an operating lease
based on the degree of transfer of risks and rewards.
In a finance lease transaction, an amount of net lease investment receivable is recognized as a receivableon the lease commencement date.

166

In an operating lease transaction, an underlying asset is recognized in the consolidated statements offinancial position and lease payments received are recognized as income by using the straight-line method
over the lease period in the consolidated statement of profit or loss.
(7) Goodwill and Intangible assets
1. Goodwill
Goodwill is measured at the fair value of the considerations transferred, including the recognized amountof any noncontrolling interests in the acquiree on the acquisition date, less the net recognized amount of theidentifiable assets acquired and the liabilities assumed on the acquisition date (ordinarily measured at fairvalue).
Goodwill is not amortized and is tested for impairment at least annually, or whenever there is an indicationof impairment.
Impairment loss on goodwill is recognized in the consolidated statement of profit or loss and no
subsequent reversal is made.
Goodwill is valued at acquisition cost less accumulated impairment losses in the consolidated statement offinancial position.
2. Intangible assets
Intangible assets acquired separately are measured at cost upon initial recognition. Intangible assets
acquired in a business combination are measured at fair value as of the acquisition date.
Measurement after initial recognition is made using the cost model and is valued at acquisition cost lessaccumulated amortization and accumulated impairment losses.
All expenses for internally generated intangible assets are charged to expense in the period in which they
are incurred, except for development costs that qualify for capitalization.
Intangible assets with finite useful lives are amortized over their estimated useful lives using the straightline method.
The estimated useful lives of main intangible assets are as follows: Brands
20 and 25 years (mainly 25 years)
 Software
5 years
The estimated useful lives, residual value and amortization method for an intangible asset with a finite
useful life is reviewed at the end of each reporting period, and any changes are applied prospectively as achange in accounting estimate.
We consider that trademark right and paintings have indefinite useful lives because they can be used
continuously as we continue our business.
Intangible assets with indefinite useful lives are measured at cost, less accumulated impairment losses.
Intangible assets with indefinite useful lives are not amortized and tested for impairment annually or when
there is an indication that they may be impaired, either individually or at the cash-generating units (hereinafter“CGU”).
(8) Investment Property
Investment properties are properties held to earn rentals or for capital appreciation or both.
The cost model is used for the measurement after recognition of an investment property, which is valued atcost less accumulated depreciation and accumulated impairment losses.
When it is practically difficult to distinguish between investment property and owner-occupied property,
and the portion of owner-occupied part is insignificant, we regard the whole property as an investment
property.
Depreciation of each asset other than land is calculated based on a straight-line method over the respective
estimated useful lives. The estimated useful lives, residual values and depreciation methods are reviewed at
the end of each fiscal year. If any changes are made, the changes are applied prospectively as changes inaccounting estimates.
Investment property is derecognized at the time of disposal or when the investment property is no longer
permanently used and no future economic benefits from the disposal are expected. Any gain or loss arisingfrom derecognition of the investment property, which is calculated as the difference between the net disposal
proceeds and the carrying amount of the asset, is recognized in profit or loss at the time of derecognition.
(9) Financial instruments
1. Financial assets(i) Initial recognition and measurement
The Group classifies financial assets into financial assets measured at fair value through profit or loss,
financial assets measured at fair value through other comprehensive income or financial assets measured atamortized cost. The classification is determined at the time of initial recognition.
The Group recognizes these financial instruments on the transaction date when it becomes a party to thecontractual provisions of the financial assets. All financial assets are measured at fair value plus transaction
costs, unless the assets are classified as financial assets measured at fair value through profit or loss.
167

Financial assets that are classified as financial assets measured at amortized cost if both of the following
conditions are met:
 The asset is held based on our business model whose objective is to hold assets in order to collectcontractual cash flows; and The contractual terms of the financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding.
Other than the financial assets that are classified as financial assets measured at amortized cost areclassified as financial asset measured at fair value. Equity financial assets measured at fair value, except for
those held for trading that must be measured at fair value through profit or loss, are designated measured atfair value through other comprehensive income or fair value through profit or loss at initial recognition. Suchdesignations are made for each equity financial asset and applied consistently.
(ii) Subsequent measurement
After initial recognition, financial assets are measured based on the classification as follows:(a) Financial assets measured at amortized cost
Financial assets measured at amortized cost are measured at amortized cost using the effective interest
method.
(b) Financial assets measured at fair value
Changes in fair value of financial assets measured at fair value are recognized in profit or loss.
However, changes in fair value of equity financial assets designated as measured at fair value throughother comprehensive income are recognized in other comprehensive income. Dividends from such financial
assets are recognized as part of investing income in profit or loss for the current fiscal year.
(ⅲ)
Derecognition of financial assets
The Group derecognizes financial assets when the contractual rights to the cash flows from the financial
assets expire, or when we transfer the financial assets and substantially all the risks and rewards ofownership. If the Group maintains control of the transferred financial asset, it recognizes the asset andassociated liabilities to the extent of its continuing involvement.
(ⅳ)
Impairment of financial assets
For financial assets measured at amortized cost, we recognize an allowance for doubtful accounts for
expected credit losses. The Group assesses at the end of the reporting period whether the credit risk on eachfinancial asset has increased significantly since initial recognition. If the credit risk has not increased
significantly since initial recognition, the amount equal to expected credit losses for 12 months is recognized
as allowance for doubtful accounts. On the other hand, if the credit risk has increased significantly sinceinitial recognition, the amount equal to lifetime expected credit losses is recognized as allowance for
doubtful accounts.
When contractual payments are more than 30 days past due, the Group determines in principle that there
has been a significant increase in credit risk. However, reasonable and supportable information (internalrating, external rating and others) is taken into consideration in assessing whether there is a significant
increase in credit risk.
When the collection of all or a portion of a receivable is considered impossible or extremely difficult, thereceivable is deemed to be in default.
However, for trade receivables and contract assets that do not contain a significant financing component,
the allowance for doubtful accounts is always recognized at the amount equal to lifetime expected credit
losses, regardless of whether or not the credit risk has increased significantly since initial recognition.
Expected credit losses are measured at the present value of the difference between the contractual cash
flows that are due to the Group under the contract and all the cash flows that the Group expects to receive.
The expected credit losses of financial assets are estimated in a way that reflects the following: An unbiased and probability-weighted amount determined by evaluating a range of possible outcomes Reasonable and supportable information about past events, current conditions and forecasts ofeconomic conditions that is available without undue cost or effort at the reporting date.
If there are significant economic fluctuations, additional adjustment is made in expected loss.
The Group directly writes off an asset by reducing the total carrying amount in cases where collection ofcontractual cashflow is not reasonably expected, entirely or partially.
An allowance for doubtful accounts for financial assets is recognized in profit or loss. If an event occursthat reduces the allowance for doubtful accounts, the reversal of the allowance for doubtful accounts is
recognized in profit or loss.
2. Financial liabilities(i) Initial recognition and measurement
Financial liabilities are either classified as financial liabilities measured at fair value through profit orloss or financial liabilities measured at amortized cost, and this classification is determined at the time ofinitial recognition.
The Group initially recognizes debt securities issued by us as of such issuance date. All the otherfinancial liabilities are recognized as of the transaction date in which the Group becomes a contracting partyof such financial instruments.
168All financial liabilities are initially measured at fair value, but financial liabilities measured at amortizedcost are measured using the amount obtained after deducting directly attributable transaction costs.
(ii) Subsequent measurement
After initial recognition, financial liabilities are measured based on the classification as follows:(a) Financial liabilities measured at fair value
For measurements made after the initial recognition of a financial liability, any financial liabilities
measured at fair value through profit or loss include financial liabilities held for trading purposes andfinancial liabilities specified at the time of initial recognition as measured at fair value through profit orloss. Changes in fair value of financial liabilities measured at fair value are recognized in profit or loss.
(b) Financial liabilities measured at amortized cost
Financial liabilities measured at amortized cost are measured using the effective interest method after
initial recognition. Amortization under the effective interest method and gains or losses on derecognition
are recognized as part of finance expenses in profit or loss for the current fiscal year.
(ⅲ)
Derecognition of financial liabilities
The Group derecognizes financial liabilities when they are extinguished, (i.e., when the obligations
specified in the contract are discharged or cancelled or expired.)
3. Presentation of financial assets and liabilities
Financial assets and liabilities are offset and the net amount is presented in the consolidated statement offinancial position only when the Group currently has a legally enforceable right to set off the recognizedamounts, and intends either to settle on a net basis or to realize the asset and settle the liability
simultaneously.
4. Derivatives and hedge accounting
The Group uses derivatives such as foreign currency forward exchange contracts and interest rate swap
contracts to hedge currency risks and interest rate risks. These derivative financial instruments are initiallyrecognized at fair value on the date on which a derivative contract is entered into, and after initialrecognition, they are remeasured at fair value.
Changes in fair value of derivatives measured at fair value are recognized in profit or loss. The hedge
accounting was not applied to derivatives.
(10) Employee benefits
For short-term employee benefits, no discount calculation is made, and expenses are recorded whenemployees provide related services.
For bonuses and paid leave expenses, the Group has legal or presumptive obligations to pay them andrecognizes as liabilities the amount estimated to be paid based on those plans if reliable estimates are possible.
Long-term employee benefits other than post-employment benefits are determined by discounting to thepresent value the future benefits that employees have earned in return of their services rendered in the current
and prior fiscal years.
The company and certain subsidiaries has adopted defined benefit plans and defined contribution plans as
post-employment benefit plans.
The Group calculates the present value of defined benefit obligations and related current service cost as
well as past service cost using the projected unit credit method.
The liabilities or assets of the defined benefit plan are recognized at an amount representing the present
value of the defined benefit obligations less the fair value of the plan assets.
Remeasurement of the net defined benefit liabilities or assets is recognized as other comprehensive income
at the time of occurrence and is immediately reclassified to retained earnings.
Past service cost and any gain or loss on settlement are recognized as profit or loss.
Expenses related to post-employment benefits of the defined contribution pension plan are recognized as
expenses at the time an employee provides the relevant service.
(11) Income Tax
Income tax is composed of current tax and deferred tax.
Current tax is determined with the amount expected to be paid to or refunded from the tax authorities. The
determination of the tax amount is based on the tax rate and tax laws that are enacted, or are substantively
enacted, by the closing date of the reporting period. Current tax is recognized as a profit or loss excluding
items relating to items recognized as other comprehensive income or direct equity.
Deferred tax is recognized based on temporary differences between the accounting carrying amount andthe taxable amount of assets and liabilities. Deferred tax assets are recognized to the extent that it is expectedthat taxable profits will be available against which deductible temporary differences, unused tax credits carriedforward and tax losses carried forward can be utilized. In principle, deferred tax liabilities are recognized for
all taxable temporary differences.
Deferred tax assets or liabilities are not recognized for the following cases: Taxable temporary differences arising from the initial recognition of goodwill

169 Temporary differences on the initial recognition of assets or liabilities arising from a transaction otherthan a business combination that affects neither accounting profit nor taxable profit Deductible temporary differences associated with investments in subsidiaries and associates when it isprobable that the temporary difference will not reverse in the foreseeable future, or when it is notprobable that there will be sufficient taxable profits against which the deductible temporary differences
can be utilized.
 Taxable temporary differences associated with investments in subsidiaries and associates when the
Company is able to control the timing of the reversal of the temporary difference and it is probable thatthe temporary difference will not reverse in the foreseeable future.
Deferred tax assets and liabilities are measured by estimating the statutory effective tax rate expected to be
applied in the period in which the assets are generated or liabilities are settled, based on the tax rate enacted or
substantially enacted at end of the fiscal year.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax assets
against current tax liabilities, and deferred tax assets and liabilities are related to income taxes levied on thesame taxable entity by the same tax authority.
If an uncertain tax position of income tax being incurred is highly possible, a reasonable estimated amountis recognized as an asset or liability.
The Group adopts the exceptions to the “International Tax Reform - Pillar 2 Model Rules (amendments of
IAS 12).”(12) Provisions
Provisions are recognized if the Group has a present legal or constructive obligation as a result of past
events, if it is likely that an outflow of economic resources will be required to settle the obligation, and if theamount can be reliably estimated. When the time value of money is material, provisions are measured at thepresent value by discounting the expected future cash flows at a pretax rate that reflects the time value ofmoney and the risks specific to the liability. The unwinding of the discount is recognized as a finance expense.
(13) Revenue Recognition
The Group recognizes revenue under the following five-step approach for contracts with customers,
excluding interest and dividend income under IFRS 9 “Financial Instruments” and lease income under IFRS
16 “Leases” (“IFRS 16”).
Step 1: Identify the contract(s) with customer
Step 2: Identify the performance obligations in the contract Step 3: Measure the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognize revenue when (or as) the entity satisfies performance obligations
The Group recognizes revenue when control of promised products is transferred to customers andperformance obligations are satisfied. The Group’s revenue is recognized for transactions, net of any trade
discounts or rebates given. In addition, provision for expected returns is deducted from revenue based on
actual return amounts from previous fiscal year.
(14) Government Grants
Government grants are recognized at fair value when the conditions attached to them are met and there isreasonable assurance that the grants will be received.
Government grants related to assets are subtracted when calculating the carrying amount for the assets.
Government grants related to expenses are recognized in profit or loss on a periodical basis over theperiods in which the related costs that are intended to be compensated by the grants are recognized as
expenses.
There are no major unfulfilled conditions or contingencies related to these grants.
(15) Shared-Based Compensation
The Company had adopted an equity-settled stock option plan. Due to the introduction of a restricted stockcompensation plan, the stock option plan was abolished except for the options already granted.
The Company has adopted a restricted stock compensation plan as an equity-settled share-based
compensation plan from the fiscal year ended March 31, 2022. The consideration for services received ismeasured at fair value of the Company’s shares at the grant date and is recognized as expense in profit or loss
together with a corresponding increase in equity.
(16) Impairment of non-financial assets
The carrying amounts of the Group’s non-financial assets, excluding inventories and deferred tax assets,are reviewed to determine whether there is any indication of impairment at each reporting date. If there is any
indication of impairment, the recoverable amount for the asset is estimated.
The recoverable amount for an asset or a CGU is the higher of its value in use or its fair value less costs ofdisposal. When calculating value in use, estimated future cash flows are discounted to present value using pre170

tax discount rate that reflects the time value of money and risks inherent in the asset. Assets that are not tested
individually for impairment are consolidated into the smallest CGU which generates cash inflows that arelargely independent of the cash inflows from other assets or groups of assets through continuous use. Whentesting goodwill for impairment, the CGU to which goodwill is allocated is consolidated, so that impairment istested to reflect the lowest level the goodwill relates is monitored for internal management purposes. Goodwill
acquired in a business combination is allocated to a CGU that is expected to benefit from the synergies of the
combination.
The Group’s corporate assets do not generate separate cash inflows. If there is any indication that a
corporate asset may be impaired, recoverable amount is determined for CGU to which the corporate asset
belongs.
If the carrying amount of an asset or a CGU exceeds the recoverable amount, an impairment loss isrecognized in profit or loss for the period. Impairment losses recognized in relation to a CGU are firstallocated to reduce the carrying amount of any goodwill allocated to the CGU and then allocated to the otherassets of the CGU pro rata on the basis of their carrying amounts.
An impairment loss related to goodwill cannot be reversed in future periods. Previously recognizedimpairment losses on assets other than goodwill are reviewed at each reporting date to determine whether
there is any indication that a loss has decreased or no longer exists. A previously recognized impairment loss isreversed only if there has been a change in the assumptions used to determine the asset’s recoverable amountsince the last impairment loss was recognized. The reversal is limited so that the carrying amount of the asset
does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, netof depreciation, had no impairment loss been recognized for the asset in prior years.
(17) Earnings Per Share
Basic earnings per share are calculated by dividing profit attributable to ordinary equity holders of theparent by the weighted average number of shares of common stock outstanding during the period, adjusted fortreasury stock held. Diluted earnings per share are calculated by adjusting for the effects of all dilutive
potential common stocks.
(18) Business Combination
The acquiree’s identifiable assets acquired and liabilities assumed are recognized, in principle, at their fairvalues at the acquisition date.
Goodwill is recognized as the excess of the sum of the consideration transferred as a result of businesscombination, the amount of any noncontrolling interests in the acquiree and the fair value of the acquirer’s
previously held equity interest in the acquiree, over the net of the amounts of the identifiable assets andliabilities at the acquisition date. Conversely, any bargain purchase is immediately recognized in profit or loss.
The consideration transferred is measured as the sum of the fair values of the assets transferred, the liabilities
assumed, and equity interests issued, which include fair value of assets and liabilities resulting from acontingent consideration arrangement. Acquisition related costs incurred for business combinations are
expensed as incurred. For each business combination, the Group elects whether to measure the noncontrollinginterests in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets.
(19) Segment Information
An operating segment is a component of business activities from which the Group earns sales and incur
expenses, including transactions with other operating segments. The operating results of all operating
segments for which separate financial information is available are regularly reviewed by the Board of
Directors of the Company in order to decide the allocation of management resources to each segment and toassess its performance.
(20) Assets Held for Sale
Non-current assets (or disposal groups) are classified as held for sale if their carrying amount will berecovered principally through a sale transaction rather than through continuing use. This is conditional on thefact that the sale is highly probable, and the non-current asset (or disposal group) is available for immediatesale in its present condition. Management needs to be committed to the sale which should be expected to becompleted within one year from the date of classification.
Non-current assets (or disposable groups) classified as held for sale are measured at the lower of theirprevious carrying amount and fair value less costs to sell, and are not depreciated or amortized after theirclassification as such.
(21) Treasury stock
Treasury stock is recognized at its acquisition cost, which is deducted from equity. No gain or loss isrecognized on the purchase, disposal or cancellation of the Company’s treasury stock. Any difference between
the carrying amount and the consideration given is recognized in equity.
171

4.

Significant Accounting Estimates and Judgments
The Group’s consolidated financial statements are prepared with certain estimates and assumptions made bymanagement in relation to the measurement of revenues and expenses, as well as assets and liabilities. Thoseestimates and assumptions are based on management’s best judgment that take into consideration various factorsthat are considered reasonable based on past track records and as of fiscal year-end. Actual results could differ
from those estimates and assumptions.
These estimates and underlying assumptions are reviewed on an ongoing basis. The impact of a revision isrecognized in the accounting period in which the review was conducted and in future accounting periods.
Accounting estimates and judgment made by management that may have a material effect on the
consolidated financial statements are as follows.
The following is a list of items which have been recognized in an amount based on accounting estimates in
the consolidated financial statements for the current fiscal year and may have a material effect on the
consolidated financial statements for the next fiscal year.
(1) Impairment of goodwill(Millions of yen)Previous Consolidated

Current Consolidated

Fiscal Year
(March 31, 2023)

Fiscal Year
(March 31, 2024)

Goodwill allocated to Wacoal Europe Ltd. Group

10,221

11,805

Goodwill allocated to Wacoal International Corp. Group

6,035

–

Impairment tests on goodwill are performed by comparing the carrying amount and the recoverable
amount of the CGU group. If the carrying amount exceeds the recoverable amount, an impairment loss isrecognized in profit or loss for the period. The recoverable amount is the higher of the fair value less costs todispose of the CGU group or value in use. In calculating the recoverable amount, certain assumptions are
made regarding the remaining useful life of an asset, future cash flows, discount rates, growth rates and otherfactors. These assumptions are determined based on management’s best estimates and judgment. However, theassumptions may be affected by changes in business plans and economic conditions in the future, and if theyneed to be reviewed, this may have a significant impact on the amounts recognized in the consolidated
financial statements from the next fiscal year and onwards.
See Note 14. Goodwill and Intangible Asset for further information about measurement of recoverable
amount.
5.

Unapplied Issued Standards and Interpretations
The following new or revised standards and interpretations were issued by the date of approval of theconsolidated financial statements. The impact of applying these new or revised standards and interpretations on
the Group’s consolidated financial statements is under evaluation.
Standards

Standards nameMandatory
application period(Fiscal year
starting after)

Presentation and
IFRS 18

Disclosure in
Financial

January 1, 2027

Application
period for theGroup

Fiscal year
ended March
31, 2028

Statements

172

Overview of new and revised standards
・Improved comparability in the statement of
profit or loss (income statement)
・Enhanced transparency of managementdefined performance measures (MPMs)
・More useful grouping of information in thefinancial statements

6.

Segment Information(1) Overview of reportable segments
The Group has three reportable segments: “Wacoal Business (Domestic),” “Wacoal Business (Overseas),” and“Peach John.” These segments represent components of the Company for which separate financial information
is available and which are reviewed regularly by the Board of Directors in deciding how to allocate the Group’s
management resources and in assessing their performance.
The main products manufactured and sold by each reportable segment are as follows:
Reportable segments
Wacoal Business (Domestic)

Main products
innerwear (consisting of foundation, lingerie and nightwear), outerwear, sportswear
and other textile-related products

Wacoal Business (Overseas)

innerwear (consisting of foundation, lingerie and nightwear), outerwear, sportswear
and other textile-related products

Peach John

innerwear (consisting of foundation, lingerie and nightwear), and other textile-related
products(2) Information on reportable segment
The accounting policies used for these reportable segments are the same as those described in the summaryof significant accounting policies in Note 3.
Previous Consolidated Fiscal Year (From April 1, 2022 to March 31, 2023)(Millions of yen)
Reportable Segments
Wacoal
WacoalBusiness Business Peach John
(Domestic) (Overseas)

Total

Other
(Note 1)

Adjustment
Consolidatesd(Note 3)

Revenue
External customers(Note 2)

96,746

66,732

11,918

175,396

13,196–

188,592

Intersegment

1,048

13,725248

15,021

4,434(19,455)–

97,79480,457

12,166

190,417

17,630(19,455)

188,592

2,862(7,397)915(3,620)130–(3,490)244,666

92,133

11,983

348,782

15,317(78,440)

285,659

Depreciation andamortization

6,457

4,341

1,187

11,985379–

12,364

Impairment losses

103

10,033–

10,136––

10,136

Impairment losses ofInvestments accounted forusing the equity method

154

–

–

154

–

–

154

3,258

1,412

331

5,001

47

–

5,048

Total
Segment profit (loss)(Note 4)
Segment assets
Other items

Capital expenditures

173

Current Consolidated Fiscal Year (From April 1, 2023 to March 31, 2024)(Millions of yen)
Reportable Segment
Wacoal
WacoalBusiness Business Peach John
(Domestic) (Overseas)

Total

Other
(Note 1)

Adjustment
Consolidatesd(Note 3)

Revenue
External customers(Note 2)

94,19867,757

10,741

172,696

14,512–

187,208581

12,204

192

12,977

4,258(17,235)–

94,77979,961

10,933

185,673

18,770(17,235)

187,208

Segment profit (loss)(Note 4)

(4,193)(5,145)(239)(9,577)74–(9,503)

Segment assets

247,480

95,266

12,361

355,107

11,045(72,123)

294,029

Depreciation andamortization

6,547

3,855

1,152

11,554307–

11,861

Impairment losses

215

6,600

3

6,818

42

–

6,860

Impairment losses ofInvestments accounted forusing the equity method

1,827

–

–

1,827

–

–

1,827

Capital expenditures

1,999

1,020

345

3,364

17

–

3,381

Intersegment
Total

Other items(Notes)1.

The “Other” category consists of business segments not included in the reportable segments and mainly include
Lecien business and Nanasai business. The main revenue consists of innerwear (foundation, lingerie), other textilerelated products, construction of stores and interior design, and mannequins.

2.
3.
4.

5.

Net sales to external customers consist of revenue from contracts with customers and the other revenue
which is mainly composed of operating lease income as lessor.
Adjustments include intersegment elimination.
The aggregated amount of segment profit (loss) is equal to operating loss presented in the consolidated
statement of profit or loss.
Refer to the consolidated statement of profit or loss for the reconciliation of operating loss to loss before
income taxes.
Intersegment sales and transfers are accounted at cost plus a markup.

174

(3) Information on products and services
Sales to external customers by products and services are as follows.
Previous Consolidated Fiscal
Year(From April 1, 2022
to March 31, 2023)(Millions of yen)
Current Consolidated Fiscal
Year(From April 1, 2023
to March 31, 2024)

151,715

148,365

6,833

6,963

931

818

159,479

156,146

Outerwear/sportswear and others

12,815

13,827

Hosiery

1,366

1,316

Other textile goods and related products

6,530

5,835

Others

8,402

10,084

188,592

187,208

Innerwear:
Foundation and lingerieNightwear
Children’s underwear
Subtotal

Total

175

(4) Information on geographical areas
Sales to customers and non-current assets by region are following:
Sales to external customers
Previous Consolidated Fiscal
Year(From April 1, 2022
to March 31, 2023)(Millions of yen)
Current Consolidated Fiscal
Year(From April 1, 2023
to March 31, 2024)Japan

120,712118,367

Asia and Oceania

22,316

21,877

Americas and Europe

45,56446,964

188,592

187,208

Total(Notes)1.
2.

Sales are attributed to countries or areas based on the location of consolidated subsidiaries.
In the region of “Americas and Europe,” sales in the United States during the previous and current fiscal year were
33,046 million yen and 33,038 million yen, respectively.

Non-current assets
Previous Consolidated Fiscal
Year(March 31, 2023)(Millions of yen)
Current Consolidated Fiscal
Year(March 31, 2024)

Japan

56,42552,780Asia and Oceania

5,501

5,609

Americas and Europe

30,12525,91592,05184,304

Total(Notes)1.

Non-current assets are classified by region based on the location of the assets and do not include financial instruments,
deferred tax assets, nor net defined benefit assets.

2.

In the region of “Americas and Europe,” non-current assets in the United States in fiscal years ended March 31, 2023
and 2024 were 12,059 million yen and 5,658 million yen, respectively and non-current assets in United Kingdom fiscal
years ended March 31, 2023 and 2024 were 14,757 million yen and 16,645 million yen, respectively.

(5) Information on major customers
This information is omitted because none of the external customers account for 10% or more of therevenue presented in the consolidated statement of profit or loss.

176

7.

Cash and cash equivalents
Cash and cash equivalents are composed of the following:
Previous Consolidated Fiscal
Year(March 31, 2023)(Millions of yen)
Current Consolidated Fiscal
Year(March 31, 2024)

26,77433,022

7525

26,78133,547

Cash and deposits
Short-term investments
Total

The balance on the consolidated statement of financial position is equal to the balance on the consolidated
statement of cash flows.
8.

Trade and other receivables
Trade and other receivables are composed of the following:
Previous Consolidated Fiscal
Year(March 31, 2023)(Millions of yen)
Current Consolidated Fiscal
Year(March 31, 2024)

Trade notes receivables

955

897

Accounts receivable-trade18,45820,325

Accounts receivable-other

1,009

1,173

Allowance for doubtful accounts

(207)

(254)

20,21522,141

Total

Trade and other receivables are classified as financial assets measured at amortized cost.
9.

Other financial assets(1) Breakdown of other financial assets

177

Other financial assets are composed of the following.
Previous Consolidated Fiscal
Year(March 31, 2023)(Millions of yen)
Current Consolidated Fiscal
Year(March 31, 2024)

Time deposits

1,247

1,654

Debt securities

96

152

Security deposits

4,025

3,936

762

582

Mutual funds

175

236

Equity securities

1,616

1,963

7

–

44,04047,89331

3151,99956,447

Current assets

1,804

1,996

Non-current assets

50,19554,451

51,99956,447

Financial assets measured at amortized cost:

OthersFinancial assets measured at fair value through profit
or loss

Derivatives
Financial assets measured at fair value through othercomprehensive income
Equity securities
Others
Total

Total

(2) Financial assets measured at fair value through other comprehensive income
Fair value of equity financial assets measured at fair value through other comprehensive income by issue isas follows.
(Millions of yen)Previous Consolidated Fiscal
Current Consolidated Fiscal
Issue
Year
Year
(March 31, 2023)(March 31, 2024)
SCREEN Holdings Co., Ltd.

2,530

8,672

Kyoto Financial Group, Inc.

3,562

6,295

Aeon Co., Ltd.

3,967

5,560

Mitsubishi UFJ Financial Group, Inc.

2,447

4,493

Tokio Marine Holdings, Inc.

2,094

3,866

The Group holds equity financial assets mainly for the purpose of maintaining and enhancing business
relationships and has elected to classify them as equity financial assets measured at fair value through othercomprehensive income.

178

(3) Derecognition of financial assets measured at fair value through other comprehensive income
The Group derecognizes some of financial assets measured at fair value through other comprehensive
income by selling them for the purposes of increasing asset efficiency, reviewing business relationships, andso forth.
The followings are the fair values of financial assets measured at fair value through other comprehensive
income when they were sold and the associated accumulated gains or losses that have been recognized asother comprehensive income during each fiscal year.
(Millions of yen)Previous Consolidated Fiscal Year
(From April 1, 2022
to March 31, 2023)
Fair value

Current Consolidated Fiscal Year
(From April 1, 2023
to March 31, 2024)

Accumulated gains (losses)
4,131

2,640

Fair value

Accumulated gains (losses)
17,173

13,351

When financial assets measured at fair value through other comprehensive income are derecognized,
accumulated gains or losses that have been recognized as other comprehensive income are transferred toretained earnings. Accumulated gains or losses of other comprehensive income (net of tax) that transferred toretained earnings amounted to 1,472 million yen gain and 8,652 million yen gain for the previous and current
fiscal year, respectively.
The following is the breakdown of dividend income recognized from equity instruments.
(Millions of yen)Previous Consolidated Fiscal Year
(From April 1, 2022
to March 31, 2023)

Current Consolidated Fiscal Year
(From April 1, 2023
to March 31, 2024)

Investments derecognized Investments held at end of the Investments derecognized Investments held at end of theduring the year
year
during the year
year
61

1,104

179

311

862

10. Inventories
Inventories are composed of the following.
Previous Consolidated Fiscal
Year(March 31, 2023)(Millions of yen)
Current Consolidated Fiscal
Year(March 31, 2024)

Finished products

45,71142,447Work in process

4,638

4,177

Raw materials

3,371

3,365

53,72049,989Total

Inventories recognized as expenses for the previous and current fiscal years amounted to 80,845 million yen
and 81,384 million yen, respectively.
Write-downs of inventories recognized as expenses for the previous and current fiscal years were 2,231
million yen and 6,669 million yen, respectively.
11. Other assets
Other assets are composed of the following.
Previous Consolidated Fiscal
Year(March 31, 2023)(Millions of yen)
Current Consolidated Fiscal
Year(March 31, 2024)

Income taxes receivable

174

988

Return assets

708

646

2,218

2,830

3,100

4,464

Capitalized supplies

119

88

Others

714

733

833

821

Other current assets

Others
Total
Other non-current assets

Total

180

12. Assets held for sale
There were no assets held for sales for the fiscal year ended March 2023.
The assets held for sales for the fiscal year ended March 2024 amounted 239 million yen.
This is the land held by Wacoal Corp., which used to be the premises of the former Ryuo Warehouse. Thereis no plan to use it for business in the future. We have decided to sell it to utilize our management resources.
Therefore, it is classified as assets held for sale and included in other current assets.
The transfer date is planned to be October 2024.
13. Property, plant and equipment(1) Change in property, plant and equipment
Increase / (decrease) in acquisition costs, accumulated depreciation and impairment losses of property,
plant and equipment are as follows.
Acquisition Costs(Millions of yen)
Buildings
Tools,
Machinery
Construction
and
Land
Total
and vehicles furniture andin progressstructures
fixtures
April 1, 2022

76,416

11,0909,496

17,755

1,267

116,024

Acquisition

575

427

314

–

1,693

3,009

Sales or disposal(3,395)

(464)

(477)

(985)

–

(5,321)

Transfers between accounts

1,065

651

445

(239)

(2,542)(619)

Foreign currency translation
adjustments

670

418

311

92

15

1,506

Others

67

–

–

1

–

67

March 31, 2023

75,39812,122

10,08916,624

433

114,666

Acquisition

501

222

287

–

811

1,821

(1,856)

(419)

(947)

(310)

(3)

(3,535)

Transfers between accounts

280

286

288

(127)

(817)

(90)

Foreign currency translation
adjustments

1,278

867

604

142

46

2,937

–

6

(6)

–

–

–

75,601

13,084

10,315

16,329470

115,799

Sales or disposal

OthersMarch 31, 2024

181

Accumulated Depreciation and Accumulated Impairment Losses(Millions of yen)
Buildings Machinery
Tools,
andfurniture andandvehiclesstructures
fixtures
April 1, 2022

Constructionin progress

Land

Total

(49,960)(9,329)(8,070)(63)–(67,422)(1,993)

(542)

(607)

–

–

(3,142)

Impairment losses

(76)

–

(11)

–

–

(87)

Sales or disposal

2,890

373

444

–

–

3,707

Foreign currency translation
adjustments

(353)

(345)

(252)

–

–

(950)

Others

(69)

(1)

–

–

–

(70)

March 31, 2023

(49,561)(9,844)(8,496)(63)–(67,964)

Depreciation(1,911)

(582)

(657)

–

–

(3,150)

Impairment losses

(200)

(12)

(23)

–

–

(235)

Sales or disposal

1,599

394

881

–

–

2,874

Foreign currency translation
adjustments

(694)

(672)

(482)

–

–

(1,848)

–

–

2

–

–

2

(50,767)(10,716)(8,775)(63)–(70,321)

Depreciation

OthersMarch 31, 2024

(Note) The depreciation expense for property, plant, and equipment is included in cost of sales as well as in selling,
general, and administrative expenses in the consolidated statement of profit or loss.
Balances of Carrying Amount(Millions of yen)
Buildings
Tools,
Machineryandfurnitureandand vehicles
structures
fixtures

Land

Constructionin progress

Total

April 1, 2022

26,456

1,761

1,426

17,692

1,267

48,602

March 31, 2023

25,837

2,278

1,593

16,561433

46,702

March 31, 2024

24,834

2,368

1,540

16,266

470

45,478(2) Impairment losses
Property, plant and equipment are classified into asset groups based on cash-generating units, which are thesmallest identifiable groups of assets generating cash flows that are largely independent of cash inflows fromother assets or groups of assets.
Impairment losses are included in other expenses in the consolidated statement of profit or loss. Major
impairment losses recognized in the year ended March 31, 2023 were as follows.
The carrying amount of Wacoal Corp.’s buildings and structures, tools, furniture and fixtures and right-ofuse assets under the Wacoal Business (Domestic) were fully written off, resulting in an impairment charge of
76 million yen, 11 million yen, and 16 million yen, respectively. The impairment was mainly caused by adownturn in sales. The recoverable amount was measured at the value in use and the amount was assessed atzero given that the future cash flows were expected to be negative.
Major impairment losses recognized in the year ended March 31, 2024 were as follows.
The carrying amount of Wacoal Corp.’s buildings and structures, tools, furniture and fixtures and right-ofuse assets under the Wacoal Business (Domestic) were fully written off, resulting in an impairment charge of
108 million yen, 21 million yen, and 23 million yen, respectively. The impairment was mainly caused by adownturn in sales. The recoverable amount was measured at the value in use and the amount was assessed atzero given that the future cash flows were expected to be negative.
The carrying amount of the buildings and structures under the Wacoal Business (Overseas), 64 million yen,
was written down to their fair values less costs of disposal, resulting in the recognition of an impairment
charge of 64 million yen. The impairment was mainly caused by a downturn in sales.
182

The carrying amount of other buildings and structures (28 million yen), machinery and vehicles (12million yen), and tools, furniture and fixture (2 million yen) were fully written off, resulting in an impairment
loss of 42 million yen. The Company performed an impairment test for non-current assets for certain groups ofassets held due to a decision to close a subsidiary and determined that the fair value less costs of disposal was
lower than the carrying amount.
14. Goodwill and Intangible assets(1) Change in goodwill and intangible assets
Increase / (decrease) in acquisition costs, accumulated depreciation and impairment losses of goodwill andintangible asset are as follows.
Acquisition Costs(Millions of yen)
Goodwill

Intangible assets
SoftwareBrandsTrademarks

Others

Total

April 1, 2022

37,703

19,389

7,958

5,316

2,282

34,945Acquisition

–

1,963

–

–

4

1,967

Sales or disposal–(1,920)

–

–

(20)

(1,940)

1,592

169

309

–

91

569

–

(17)

–

–

(67)

(84)

39,295

19,584

8,267

5,316

2,290

35,457

Acquisition

–

1,536

–

–

–

1,536

Sales or disposal–(1,747)

–

–

(39)

(1,786)

4,009

393

1,252

–

150

1,795

–

(21)

–

–

2

(19)

43,304

19,745

9,519

5,316

2,403

36,983Foreign currency translation
adjustments
OthersMarch 31, 2023

Foreign currency translation
adjustments
OthersMarch 31, 2024

183

Accumulated Depreciation and Accumulated Impairment Losses(Millions of yen)
Goodwill
April 1, 2022

Intangible assets
SoftwareBrandsTrademarks

OthersTotal(14,758)(10,326)(3,339)(4,827)(787)(19,279)–(2,869)

(408)

–

(158)

(3,435)

Impairment losses(8,281)

–

(901)

–

(326)

(1,227)

Sales or disposal

–

1,732

–

–

13

1,745

Foreign currency translation
adjustments

–

(129)

(107)

–

(44)

(280)

Others

–

(2)

–

–

64

62

March 31, 2023

(23,039)(11,594)(4,755)(4,827)(1,238)(22,414)

Amortization–(2,808)

(340)

–

(1)

(3,149)Impairment losses(6,536)

(66)

–

–

–

(66)

Sales or disposal

–

1,693

–

–

29

1,722

(1,924)

(309)

(727)

–

(150)

(1,186)

–

–

–

–

–

–

(31,499)(13,084)(5,822)(4,827)(1,360)(25,093)

Amortization

Foreign currency translation
adjustments
OthersMarch 31, 2024

(Note) The amortization expense for intangible asset is included in cost of sales as well as in selling, general, andadministrative expenses in the consolidated statement of profit or loss.
Balances of Carrying Amount(Millions of yen)
Goodwill

Intangible assets
SoftwareBrandsTrademarks

Others

Total

April 1, 2022

22,945

9,063

4,619

489

1,495

15,666

March 31, 2023

16,256

7,990

3,512

489

1,052

13,043

March 31, 2024

11,805

6,661

3,697

489

1,043

11,890The expenditures for the research and development activities expensed during the previous and current
fiscal year were 598 million yen and 370 million yen, respectively, which are included in cost of sales as wellas in selling, general, and administrative expenses in the consolidated statement of profit or loss.
(2) Intangible assets with indefinite useful lives
The amount of intangible assets with indefinite useful lives for fiscal years ended March 31, 2023 and2024 were 1,532 million yen and 1,524 million yen, respectively. These mainly consist of the trademark of
Peach John recognized when the Company purchased the Peach John. The Company considers that trademark
right have indefinite useful lives because they can be used continuously as the Company continues its
business.

184

(3) Impairment of goodwill and intangible assets with indefinite useful lives
Goodwill acquired in business combinations is allocated to a CGU group that is expected to benefit fromthe business combinations.
Carrying amounts of the goodwill by CGU group are as follows.
(Millions of yen)
Reportable Segments

Wacoal Business(Overseas)

Cash-generating units

Goodwill
Previous Consolidated Fiscal
Year (March 31, 2023)

Current Consolidated Fiscal
Year (March 31, 2024)

Wacoal Europe Ltd. Group

10,221

11,805

Wacoal International Corp.
Group

6,035

–

16,256

11,805

Total

Carrying amounts of the intangible assets with indefinite useful lives allocated to a CGU group are as
follows.
(Millions of yen)
Reportable Segments

Cash-generating units

Peach John

Peach John Co., Ltd. Group

Intangible assets with indefinite useful lives
Previous Consolidated Fiscal
Year (March 31, 2023)

Current Consolidated Fiscal
Year (March 31, 2024)

489

489

489

489

Total

The goodwill and intangible assets with indefinite useful lives are tested for impairment at least annually,
as well as whenever there is any indication of impairment.
Impairment losses are included in other expenses in the consolidated statement of profit or loss.
Present value of future cash flows used to calculate the recoverable amount were based on a five-yearbusiness plan approved by management reflecting the average long term growth rate in the relevant market
and a pretax discount rate of 14.2%, (18.8~19.6% in the previous fiscal year) based on the pre-tax weighted
average cost of capital of the relevant group of CGU. The plan includes significant assumptions such as thepossibility of achievement of expected sales volumes and market growth rate in the regions where we operate.
In calculating the terminal value beyond the period of the business plan, the long-term average growth rate in
the industry or country to which the CGU belongs is taken into consideration. The long-term average growthrate was 2.0% (2.0%~3.0% in the previous fiscal year), and it was within a range of the industry or country.
The recoverable amount of the Wacoal Europe Ltd. Group was calculated by measuring value in use. If the
pre-tax discount rate were to increase by approximately 1.1% (approximately 6.0% in the previous fiscal year)or the sales were to decrease by approximately 6.2% (approximately 4.1% in the previous fiscal year), therecoverable amount could be equal to the carrying amount.
The recoverable amount of the Wacoal International Corp. Group was calculated by measuring the fairvalue less costs of disposal and measured at Level 3 fair value. As a result of the impairment test as of the endof March 31, 2023, goodwill, brand, other assets and right-of-use assets were written down to theirrecoverable amount resulting in an impairment charge of 10,033 million yen (8,281 million yen, 901 million
yen, 326 million yen, 525 million yen, respectively). The impairment was caused by the revision to thebusiness plan made to reflect the changes in the external environment, including the stricter data privacy
regulations on digital marketing and the recent slowdown in consumer spending. As a result of the impairment
test as of the end of March 31, 2024, goodwill was written down to their recoverable amount resulting in an
impairment losses of 6,536 million yen. This is due to the withdrawal from LIVELY business of Intimates
Online, Inc. (“IO, Inc.”) and the decision to liquidate the company.
Other than the above CGU groups, since the recoverable amount is well above the carrying amount, wehave concluded that even if the discount rate and the sales used for calculating the recoverable amount change
within a reasonable range of values, it would not be probable that a material impairment would be recorded.

185

15. Investment Property(1) Change in investment property
Increase / (decrease) in acquisition costs, accumulated depreciation and impairment losses of investment
property are as follows.
Acquisition Costs
Previous Consolidated Fiscal
Year(From April 1, 2022
to March 31, 2023)(Millions of yen)
Current Consolidated Fiscal
Year(From April 1, 2023
to March 31, 2024)

5,678

5,917

–

–

Transfers between accounts

239

(112)

Balance at the ending of the year

5,917

5,805

Previous Consolidated Fiscal
Year(From April 1, 2022
to March 31, 2023)(Millions of yen)
Current Consolidated Fiscal
Year(From April 1, 2023
to March 31, 2024)(2,953)(2,960)Depreciation

(7)

(6)

Sales or disposal––(2,960)(2,966)

Balance as of the beginning of the year
Sales or disposal

Accumulated Depreciation and Accumulated Impairment Losses

Balance as of the beginning of the year

Balance at the ending of the year

Carrying amounts and fair value of the investment property are as follows.
(Millions of yen)Previous Consolidated Fiscal Year
(March 31, 2023)
Carrying amount
Investment Property

Fair value

2,957

7,779

Current Consolidated Fiscal Year
(March 31, 2024)
Carrying amount
2,839

Fair value
8,301

The fair value of investment property is determined based on a valuation conducted by an external realestate appraiser. The valuation is made in accordance with the appraisal standards of the country where theinvestment property is located and based on market evidence of transaction prices for similar assets.
The fair value hierarchy of investment property is classified as Level 3 since unobservable inputs areincluded. See Note 35. Financial Instruments for detail information of fair value hierarchy.

186

(2) Incomes and expenses from investment property
Previous Consolidated Fiscal
Year(From April 1, 2022
to March 31, 2023)(Millions of yen)
Current Consolidated Fiscal
Year(From April 1, 2023
to March 31, 2024)

Rent income

215

213

Direct operating expenses

(51)

(39)

Rent income and direct operating expenses incurred from investment property is included in other income
and other expenses in the consolidated statement of profit or loss respectively.
The direct operating expenses arising from the investment property that does not generate rental income
are immaterial.
16. Investments accounted for using equity method(1) Investments in associates
The carrying amount of investments in individually immaterial associates is as follows.
Previous Consolidated Fiscal
Year(March 31, 2023)(Millions of yen)
Current Consolidated Fiscal
Year(March 31, 2024)

6,034

5,418

Carrying amount

Equity share in comprehensive income of individually immaterial associates is as follows.
Previous Consolidated Fiscal
Year(From April 1, 2022
to March 31, 2023)(Millions of yen)
Current Consolidated Fiscal
Year(From April 1, 2023
to March 31, 2024)

Profit870

263

Other comprehensive income

128

486

Comprehensive income

998

749

In the previous fiscal year, the Group reduced the carrying amount of its investments accounted for using
the equity method to their recoverable amount because the Group considered that there was objective evidenceof impairment due to a decline in the share price of certain investments included in the Wacoal Business(Domestic). Such recoverable amount is measured at Level 1 fair value. As a result, an impairment loss of 154
million yen was recognized. In the current fiscal year, the Group reduced the carrying amount of its
investments accounted for using the equity method to their recoverable amount because the Group consideredthat there was objective evidence of impairment due to a decline in the share price of certain investments
included in the Wacoal Business (Overseas). Such recoverable amount is measured at Level 1 fair value. As aresult, an impairment loss of 1,316 million yen was recognized.
(2) Investments in joint ventures
The carrying amount of investments in individually immaterial joint ventures is as follows.
(Millions of yen)
Current Consolidated Fiscal
Previous Consolidated Fiscal
Year
Year
(March 31, 2023)(March 31, 2024)
Carrying amount

14,465

187

14,929Equity share in comprehensive income of individually immaterial joint ventures is as follows.
(Millions of yen)Previous Consolidated Fiscal Current Consolidated Fiscal
Year
Year
(From April 1, 2022
(From April 1, 2023
to March 31, 2023)
to March 31, 2024)
ProfitOther comprehensive income
Comprehensive income

1,353

576

611

369

1,964

945

In the current fiscal year, the Group reduced the carrying amount of its investments accounted for using theequity method to their recoverable amount because the Group considered that there was objective evidence ofimpairment due to a decline in the share price of certain investments included in the Wacoal Business(Overseas). Such recoverable amount is measured at Level 1 fair value. As a result, an impairment loss of 511
million yen was recognized.
No individually material associates or joint ventures exist in the Group.

18817. Income taxes(1) Deferred tax assets and deferred tax liabilities
The breakdown of major factors for deferred tax assets and deferred tax liabilities and changes in theseassets and liabilities are as follows:
Previous Consolidated Fiscal Year (From April 1, 2022 to March 31, 2023)(Millions of yen)
April 1, 2022

Amounts
recognizedthrough profit
or loss

Amounts
recognizedthrough othercomprehensiv
e income

Accrued bonuses

568

93

–

–

661

Accrued payables

518

(42)

–

–

476

Inventory valuation

1,373

(14)

–

–

1,359

Refund liabilities

537

(102)

–

–

435

Accrued vacation

665

10

–

–

675

Retirement benefit liabilities

672

(273)

4

–

403

1,631

(39)

–

–

1,592

553

268

–

–

821

–

858

87

–

945

Lease liabilities

3,566

(261)

2

–

3,307

Other

1,285

20

–

–

1,305

11,368518

93–

11,979

2,756

23

136

–

2,915

Other financial assets

9,089

(4)

605

(650)

9,040

Reserve for tax purpose
reduction entry of non-current
assets

2,389

(184)

–

–

2,205

Intangible assets

1,377

(340)

–

–

1,037

Retirement benefit assets

3,371

311

(99)

–

3,583

Right-of-use assets

3,556

(396)

–

–

3,160

529

80

–

–

609

23,067

(510)

642

(650)

22,549OthersMarch 31,2023

Deferred tax assets

Excessdepreciation
impairment charge

andTax loss carryforwards
Investments in subsidiaries

Total
Deferred tax liabilities
Undistributed earnings
associated companies

Other
Total

of

189

Current Consolidated Fiscal Year (From April 1, 2023 to March 31, 2024)(Millions of yen)
April 1, 2023

Amounts
recognizedthrough profit
or loss

Amounts
recognizedthrough othercomprehensiv
e income

Accrued bonuses

661

3

–

–

664

Accrued payables

476

679

–

–

1,155

Inventory valuation

1,359

542

–

–

1,901

Refund liabilities

435

(38)

–

–

397

Accrued vacation

675

(54)

–

–

621

Retirement benefit liabilities

403

(41)

63

–

425

1,592

569

–

–

2,161

Tax loss carryforwards

821

732

–

–

1,553

Investments in subsidiaries

945

(829)

(87)

–

29

Lease liabilities

3,307

(259)

–

–

3,048

Other

1,305

140

–

–

1,445

11,979

1,444

(24)

–

13,399

2,915

27

203

–

3,145

Other financial assets

9,040

86

6,532

(4,088)

11,570Reserve for tax purpose
reduction entry of non-current
assets

2,205

–

–

–

2,205

Intangible assets

1,037

47

–

–

1,084

Retirement benefit assets

3,583

603

807

–

4,993

Right-of-use assets

3,160

(264)

–

–

2,896

609

(164)

–

–

445

22,549335

7,542(4,088)26,338OthersMarch 31, 2024

Deferred tax assets

Excessdepreciation
impairment charge

and

Total
Deferred tax liabilities
Undistributed earnings
associated companies

Other
Total

of

(Note) The difference between deferred income tax expenses and the amounts recognized through profit or loss is dueto the fluctuation of exchange rate changes.

190

The amount of deductible temporary differences and unused tax losses for which deferred tax assets are notrecognized are as follows.
(Millions of yen)Previous Consolidated Fiscal
Current Consolidated Fiscal
Year
Year
(March 31, 2023)(March 31, 2024)
Deductible temporary differences

23,161

30,561

Unused tax losses

11,96912,68635,13043,247

Total

Unused tax losses for which deferred tax assets are not recognized will expire as follows.
Previous Consolidated Fiscal
Year(March 31, 2023)(Millions of yen)
Current Consolidated Fiscal
Year(March 31, 2024)

During the first year

408

512

During the second year

816

980

During the third year

1,171

894

During the fourth year

1,085

1,133

During the fifth year or beyond

8,489

9,167

Total

11,96912,686

The aggregate amounts of temporary differences relating to investments in associates for which deferred
tax liabilities are not recognized for fiscal years ended March 31, 2023 and 2024 were 16,483 million yen and
27,844 million yen, respectively. The above deferred tax liabilities are not recognized since it is possible for
the Group to control the timing of the reversal of the temporary differences, and it is probable that thetemporary differences will not be reversed in foreseeable periods.
Deferred tax assets attributable to tax entities that have incurred losses in the Group amounted to 1,856
million yen and 1,906 million yen for the previous and current fiscal years, respectively. This is based on theconsideration that the factors giving rise to the losses are transitory and not expected to recur, and that it isprobable that the tax benefits will be realized based on the estimated amount of future taxable income basedon the business plan approved by the Board of Directors.

191

(2) Income tax expenses
The breakdown of income tax expenses for the previous and current fiscal years is as follows.
(Millions of yen)Previous Consolidated Fiscal Current Consolidated Fiscal
Year
Year
(From April 1, 2022
(From April 1, 2023
to March 31, 2023)
to March 31, 2024)
Current tax expenses

1,916

1,423

Deferred tax expenses(1,014)

(970)

902

453

Total

The amount used for reducing deferred tax expenses in tax losses, tax credits, and benefits arising from
temporary differences in prior periods that were previously unrecognized for tax effect was 863 million yen
and 0 yen for the previous and current fiscal years, respectively. These are included in deferred tax expenses.
(3) Reconciliation of the effective tax rate
A reconciliation of the Japanese statutory tax rates and the average effective tax rates is as follows.
(Unit: %)Previous Consolidated Fiscal Current Consolidated Fiscal
Year
Year
(From April 1, 2022
(From April 1, 2023
to March 31, 2023)
to March 31, 2024)
Effective statutory tax rate

30.6

30.6

Permanently nondeductible expenses(10.6)(0.9)

Changes in unrecognized deferred tax assets

52.4

(7.4)

Undistributed earnings of associated companies

(3.3)

(0.3)

Difference in statutory tax rates of foreign subsidiaries(74.1)(5.2)

Tax credit

17.4

0.9

Profit (loss) of investments accounted for using equity
method

81.1

(4.1)

(248.8)(16.6)

26.3

(2.5)

(129.0)(5.5)

Impairment loss on goodwill
OthersAverage effective tax rate

The Company and domestic associates are subject to the Japanese corporate tax, an inhabitant tax, andbusiness tax. The aggregated combined statutory income tax rates for the years ended March 31, 2023 and2024, were both 30.6 %. Subsidiaries located in foreign countries are subject to those local taxes.
In addition, the legislation on Pillar 2 released by the OECD was enacted in certain countries and regions
where the Group operates business activities. In Japan, the corporate tax responding to the Global Minimum
Tax was established through FY2023 Tax Reform, and the tax reform act including the provision related
thereto (“Act Partially Amending the Income Tax Act, etc. (Act No. 3 of 2023)” was enacted on March 28,
2023. From the fiscal year beginning on and after April 1, 2024, a top-up tax is to be additionally charged tothe parent company, etc. to the extent that the tax burden in countries and regions where subsidiaries, etc. of
the parent company, etc. located in Japan are located reaches the minimum tax rate (15%). We expect that the
impact of these legislations on the Company’s consolidated financial statements is insignificant.

192

18. Borrowings
Breakdown of Borrowings(Millions of yen)
Averageinterest rates
Maturity(%)

Previous Consolidated
Fiscal Year
(March 31, 2023)

Current Consolidated
Fiscal Year(as of March 31, 2024)

5,000

5,686

0.71

–

1,514

4.73

Year 2024

3,084

1,946

1.63

Year 2025

Total

8,084

9,146

–

–

Current liabilities

5,000

7,200

–

–

Non-current liabilities

3,084

1,946

–

–

8,084

9,146

–

–

Short-term borrowings
Current portion of long-termloans payable
Long-term borrowings

Total(Notes)1.
2.

The average interest rates are the weighted average interest rates on the outstanding liabilities at the end of the period.
Borrowings are classified as financial liabilities measured at amortized cost.

193

19. Leases(1) Lessee Accounting
The Group determines whether a contract is, or contains a lease at the inception of the contract. The Group
has leases for assets such as retail stores, warehouses, offices, corporate housing, vehicles, machinery, andequipment. Options to extend or terminate the lease contracts are included in certain contracts. The Group
determines the lease term, taking into account the term of an extension option of which the exercise isreasonably certain or a termination option that it is reasonably certain not to exercise.
Material residual value guarantees, and restriction or covenants imposed by leases do not exist in thecontracts. Some of the contracts contain lease and non-lease components. Considerations in the contracts forwhich underlying assets are land and buildings and structures are allocated based upon the estimatedstandalone selling prices of the lease and non-lease components, which are generally accounted for separately.
By electing the practical expedient, the Group did not separate lease components from non-lease components
for leases for which underlying assets are machinery and vehicles and tools, furniture, and fixtures.
The profit and loss related to leases were as follows:(Millions of yen)Previous Consolidated Fiscal Current Consolidated Fiscal YearYear
(From April 1, 2023
(From April 1, 2022
to March 31, 2024)
to March 31, 2023)
Depreciation charges for the right-of-use assets
Buildings and building improvements

5,798

5,395

Land

63

61

Others

164

239

6,025

5,695

Interest expenses on lease liabilities

176

173

Expenses relating to short-term assets

162

187

Expenses relating to leases of low-value assets

23

23

1,134

970

Total

Variable lease payments (Note)(Note) Variable lease payments were not included in the lease liabilities calculation. Some of lease contracts includes
variable lease payments. Most of the variable lease payments were calculated based on store sales and we
recognized expenses when incurred.
The book value of Right-of -use assets were as follows.
Previous Consolidated Fiscal
Year(March 31, 2023)(Millions of yen)
Current Consolidated Fiscal
Year(March 31, 2024)

11,195

10,292

Land

854

869

Others211

310

12,26011,471

Right-of-use assets
Buildings and building improvements

Total

The total cash outflow related to leases were 6,138 million yen, and 7,028 million yen for the fiscal year
ended March 31, 2023 and March 31, 2024, respectively.
See Note 【33. Cash flow Information】 for detail information of increase of the right-of-use assets.
See Note 【35. Financial Instruments (4) Liquidity risk management】 for detail information of thematurity analysis for lease liabilities.
(2) Lessor Accounting
The Group recognized revenue mainly from contracts consisting of leasing mannequins, display furnitureand real estate owned by the Group to our customers. These lease arrangements are classified as operating194

leases and related revenue is recognized ratably over the lease term. Options to extend or terminate the leases
are included in some of the contracts. The Group take such options into account to determine the lease termwhen it is probable that these options will be exercised.
Moreover, almost all of the lease contracts do not contain any variable consideration or purchase options
for their customers. Certain contacts contain lease and non-lease components and the consideration in thecontracts are allocated based upon estimated standalone selling prices of the lease and non-lease components.
Material residual value guarantees do not exist in the contracts.
Lease income were as follows.
(Millions of yen)Previous Consolidated Fiscal
Year(From April 1, 2022
to March 31, 2023)

Current Consolidated Fiscal Year
(From April 1, 2023
to March 31, 2024)

1,893

2,009

Finance income on the net investment in the lease

Future lease income based on operating leases (before discount) were as follows.
Note that lease payments related to mannequins and display furniture, which were material to the Group’s
lease income, were not included in the below table because the contracts terms were extremely short.
(Millions of yen)Previous Consolidated Fiscal
Year(March 31, 2023)

Current Consolidated Fiscal Year
(March 31, 2024)

Within 1 year

221

211

Between 1 and 2 years

156

161

Between 2 and 3 years

109

152

Between 3 and 4 years

100

152

Between 4 and 5 years

100

76

1,000

925

1,686

1,677

Beyond 5 years
Total

195

20. Trade and other payables
Trade and other payables are composed of the following.
Previous Consolidated Fiscal
Year(March 31, 2023)(Millions of yen)
Current Consolidated Fiscal
Year(March 31, 2024)

774

3,167

Trade accounts payable

10,297

6,994

Other payables

6,464

7,245

17,535

17,406

Trade notes payable

Total

Trade and other payables are classified as financial liabilities measured at amortized cost.
21. Other financial liabilities
Other financial liabilities are composed of the following.
Previous Consolidated Fiscal
Year(March 31, 2023)(Millions of yen)
Current Consolidated Fiscal
Year(March 31, 2024)

Deposits received

818

803

Others

336

170

18

22

1,172

995

1,172

995

–

–

1,172

995

Financial liabilities measured at amortized cost:

Financial liabilities measured at fair value throughprofit or loss:
Derivatives
Total
Current liabilities
Non-current liabilities
Total

196

22. Employee benefits
The Company and certain consolidated subsidiaries have adopted funded and non-funded defined benefit
plans and defined contribution plans to fund post-employment benefits for employees, and almost all employees
are eligible for these plans. Benefits are based on the employee’s years of service, position, and performance.
These plans have the minimum funding requirements in place and, if there arises any shortfall in funding
under the plans, additional contributions will be required within a designated period so that the minimum funding
requirements are satisfied.
A pension fund that is legally separate from the Group manages defined benefit plans. The board and trustee ofthe pension fund are required by law to act in the best interest of plan participants and are responsible formanaging plan assets based on a prescribed policy.
These pension plans are exposed to general investment risk, interest rate risk, inflation risk and other risks,
however we judge these risks to be insignificant.
(1) Defined benefit plans(i) Reconciliations of defined benefit obligations and plan assets
Defined benefit obligations and plan assets as well as the net defined benefit liability and asset
recognized in the consolidated statement of financial position are as follows.
(Millions of yen)
Current Consolidated Fiscal
Previous Consolidated Fiscal
Year
Year
(March 31, 2023)(March 31, 2024)
Present value of defined benefit obligations

31,802

27,784(43,748)(45,979)

Effect of asset ceiling

438

2,347

Net defined benefit assets(11,508)(15,848)

Retirement benefit liabilities

2,470

2,947

Retirement benefit assets(13,978)(18,795)(11,508)(15,848)

Fair value of plan assets

Amount recognized in the consolidated statement offinancial position:

Net defined benefit assets recorded in the consolidated
statement of financial position

197

(ⅱ) Reconciliations of the present value of defined benefit obligations
Changes in the present value of defined benefit obligations are as follows.
(Millions of yen)Previous Consolidated Fiscal
Year(From April 1, 2022
to March 31, 2023)

Current Consolidated Fiscal Year
(From April 1, 2023
to March 31, 2024)

35,11531,802Service costs

973

826

Interest costs

226

319

(43)

(94)

(1,152)

(712)

1,384

920

Past service costs(1,780)25

Benefit payments(3,002)(5,368)Exchange differences on translation of foreign
operations

32

66

Other changes

49–

31,802

27,784

Beginning balance of present value of defined benefit
obligations

Remeasurement
Actuarial gains and losses arising from changes
in demographic assumptions
Actuarial gains and losses arising from changes
in financial assumptions
Actuarial gains and losses arising fromexperience adjustments

Ending balance of present value of defined benefit
obligations

The weighted average duration of defined benefit obligations as of March 31, 2023 and March 31, 2024
was 9.7 years and 9.8 years, respectively.

198

(iii) Reconciliations of the fair value of plan assets
Changes in the fair value of plan assets are as follows.
(Millions of yen)Previous Consolidated Fiscal
Year(From April 1, 2022
to March 31, 2023)

Current Consolidated Fiscal Year
(From April 1, 2023
to March 31, 2024)

45,06043,748315

497

Return on plan assets

141

4,432

Contributions by employers

563

486

Participants’ contributions

57

49(2,401)(3,281)

Exchange differences on translation of foreign
operations

13

48

Other changes––

43,74845,979Beginning balance of fair value of plan assets
Interest income
Remeasurements

Benefit payments

Ending balance of fair value of plan assets

The Group plans to make contributions of 446 million yen in the next fiscal year ending March 31, 2025.

199

(ⅳ) Breakdown of plan assets by class
The breakdown of plan assets by major class is as follows.
(Millions of yen)Previous Consolidated Fiscal Year
(March 31, 2023)
With market
No market
prices inprices inactive markets active markets
Equityinstruments
Japanese equity
securities
Pooled funds(Japanese equity
securities)
Pooled funds(Foreign equity
securities)

Current Consolidated Fiscal Year
(March 31, 2024)
With market
No market
prices inprices inactive markets active markets

Total

Total

13,692

4,345

18,037

16,903

5,662

22,565

13,692–

13,692

16,903–

16,903

–

1,457

1,457

–

1,934

1,934

–

2,888

2,888

–

3,728

3,728

180

5,690

5,870

241

5,540

5,781

180

–

180

241

–

241

–

398

398

–

483

483

–

5,292

5,292

–

5,057

5,057

–

1,658

1,658

–

830

830

Hedge funds

–

3,383

3,383

–

2,841

2,841

Other short-term
investments–

14,80014,800–13,962

13,962

13,872

29,87643,74817,144

28,83545,979Debt instruments
Foreign debt
securities
Pooled funds(Japanese debt
securities)
Pooled funds(Foreign debt
securities)
General accounts
of insurancecompanies

Total

The Group’s policy for managing plan assets is to ensure stable returns in the medium and long-term so
as to ensure payments of defined benefit obligations over future years in accordance with provisions. Morespecifically, we manage plan assets by setting a target rate of return and a target asset allocation by
investment asset within defined permissible risk parameters annually while maintaining the asset allocation.
When revising the asset allocation, we review the asset allocation and plan assets to invest in to ensure thatthe plan assets are better aligned with changes in the defined benefit obligations.
The Group also regularly reviews the amounts of contributions, for example, by recalculating the amountonce every five years to balance the future financial position of the pension plan in compliance with theDefined-Benefit Corporate Pension Law.

200

(ⅴ) Reconciliations of the effect of asset ceiling
The following table presents a reconciliation of the effect of the asset ceiling.
(Millions of yen)Previous Consolidated Fiscal
Year(From April 1, 2022
to March 31, 2023)

Current Consolidated Fiscal Year
(From April 1, 2023
to March 31, 2024)

131

438

–

5

299

1,904

8

(0)

438

2,347

Beginning balance of effect of asset ceilingInterest income
Remeasurements
Changes of the effect of asset ceiling
Exchange differences on translation of foreign
operations
Ending balance of effect of asset ceiling(ⅵ) Significant actuarial assumptions
Significant actuarial assumptions used are as follows.

(Unit:%)
Previous Consolidated Fiscal
Year(March 31, 2023)

Current Consolidated Fiscal Year
(March 31, 2024)

1.1

1.4

Discount rate(ⅶ) Sensitivity analysis
The following table shows the impact on the present value of the defined benefit obligations when the
discount rate used for actuarial calculation changes by 0.5 percentage point. This sensitivity analysis was
performed based on the assumption that all other variables were constant. However, changes in otherassumptions may affect the sensitivity analysis.
(Millions of yen)Previous Consolidated Fiscal
Current Consolidated Fiscal Year
Year
(March 31, 2024)(March 31, 2023)
If the discount rate increases by 0.5%

(1,207)(1,023)

If the discount rate decreases by 0.5%

1,256

1,101

(2) Defined contribution plans
The amounts of required contributions for the defined contribution plans made for the fiscal years ended
March 31, 2023 and March 31,2024 was 463 million yen and 505 million yen, respectively.
(3) Employee benefits
Employee benefit expenses included in cost of sales and selling, general, and administrative expenses in
the consolidated statement of profit or loss for the fiscal year ended March 31, 2023 and March 31, 2024 were
58,897 million yen and 58,772 million yen, respectively.

201

23. Provisions
The breakdown of provisions and changes in them are as follows.
(Millions of yen)
Asset retirement
obligation
April 1, 2023

828

Additions43

Interest expense during the discounting period1

Decrease (intended use)

(64)

Exchange differences on translation of foreign
operations

11

March 31, 2024

819

The breakdown of provisions in the consolidated statement of financial position is as follows:(Millions of yen)Previous Consolidated Fiscal Year
(March 31, 2023)

Current Consolidated Fiscal Year
(March 31, 2024)

–

–

828

819

828

819

Current liabilities
Non-current liabilities
Total

Asset retirement obligations is the amount expected to be paid in the future based on historical restoration
track records, quotations, and others in preparation for the obligations to restore to their original condition of therented offices, buildings, and so forth used by the Group. These expenses expected to be paid after the lapsing ofan estimated period of use measured based on the useful life of interior fixtures are affected by future businessplans.

202

24. Other liabilities
Other liabilities are composed of the following.
(Millions of yen)Previous Consolidated Fiscal
Year(March 31, 2023)

Current Consolidated Fiscal Year
(March 31, 2024)

Accrued consumption taxes

969

1,592

Accrued payroll and bonuses

6,390

6,326

Accrued expenses

2,916

3,481

Refund liabilities

2,136

2,037

Contract liabilities

1,380

1,130

13,791

14,566

203

198

1,022

1,125

1,225

1,323

Other current liabilities

Total
Other non-current liabilities
Other long-term employee benefits
OthersTotal

203

25. Equity and other components of equity(1) The number of shares authorized and the total number of shares issued
Changes in the number of shares authorized and the total number of shares issued are as follows.
(Shares)
Previous Consolidated Fiscal
Year(From April 1, 2022
to March 31, 2023)

Current Consolidated Fiscal Year
(From April 1, 2023
to March 31, 2024)

250,000,000

250,000,000

Balance at the beginning of the year

65,589,042

64,500,000

Changes during the period (Note 2)(1,089,042)(3,500,000)

Balance at the end of the year

64,500,000

61,000,000

Number of Shares AuthorizedCommon stock
Total number of shares issued(Notes)1.

All of the Company’s shares issued are no-par value common stock without restriction on rights, and all of the sharesissued are fully paid in.

2.

The decrease during the previous and current fiscal year was due to the cancellation of treasury stock.

(2) Treasury stock
Changes in the number of shares of treasury stock and its balance are as follows.
Number of shares (Shares)
April 1, 2022
Changes during the period
March 31, 2023
Changes during the period
March 31, 2024
(Note)

Amount (Millions of yen)

4,130,773

10,8582,356,412

5,036

6,487,185

15,894(555,516)

1,365

5,931,669

17,259The changes during the previous and current fiscal year were mainly due to the purchase of treasury stock and cancellationof treasury stock.

(3) Capital surplus
The Companies Act of Japan (hereinafter “the Companies Act”) requires that at least half of paid-in capital
be appropriated as share capital and the rest be appropriated as legal capital surplus included in capital surplus.
In addition, under the Companies Act, legal capital surplus can be transferred to share capital upon approval at
the General Meeting of Shareholders.
(4) Retained earnings
The Companies Act provides that an amount equal to 10% of dividends of surplus should be appropriatedas legal capital surplus or a legal retained earnings until the aggregated amount of legal capital surplus andlegal retained earnings equals 25% of share capital. The legal retained earnings may be used to compensate for
deficits or may be reversed with the approval of the General Meeting of Shareholders.

204

(5)

Other components of equity
The breakdown of other components of equity is as follows.
(Millions of yen)
Share of other
Financial assets
comprehensive
Exchangemeasured at fairdifferences on value through Remeasurement (loss) income ofof defined
investments
translation ofotherbenefit plansaccounted forforeigncomprehensive
using equity
operations
incomemethodApril 1, 2022
Changes during the period
Transfer to retained earnings
March 31, 2023
Changes during the period
Transfer to retained earnings
March 31, 2024

Total

5,730

21,127–714

27,571

3,513

1,811

(251)

739

5,812

–

(1,472)

251

(139)

(1,360)9,243

21,466–

1,314

32,0238,208

14,535

1,679

855

25,277–(8,652)(1,679)(185)(10,516)

17,451

27,349–1,984

46,784205

26. Dividends(1) Dividends paid are as follows.
Previous Consolidated Fiscal Year (From April 1, 2022 to March 31, 2023)
Total amount of
Dividends per share
Resolution
Class of shares
dividends
Record date
(Yen)(Millions of yen)
May 13, 2022
Common stock
1,844
30.00 March 31, 2022
Board of Directors
November 11, 2022
September 30,
Common stock
2,399
40.00
Board of Directors
2022
Current Consolidated Fiscal Year (From April 1, 2023 to March 31, 2024)
Total amount of
Dividends per share
Resolution
Class of shares
dividends
Record date
(Yen)(Millions of yen)
May 12, 2023
Common stock
2,321
40.00 March 31, 2023
Board of Directors
November 9, 2023
September 30,
Common stock
2,848
50.00
Board of Directors
2023

Effective dateJune 6, 2022
December 9, 2022

Effective dateJune 5, 2023
December 8, 2023

(2)

Dividends whose record date is before the end of the reporting period and whose effective date is after theend of the reporting period
Previous Consolidated Fiscal Year (From April 1, 2022 to March 31, 2023)
Total amount of
Dividends per share
Resolution
Class of shares
dividends
Record date
Effective date
(Yen)(Millions of yen)
May 12, 2023
Common stock
2,321
40.00 March 31, 2023
June 5, 2023
Board of Directors
Current Consolidated Fiscal Year (From April 1, 2023 to March 31, 2024)
Total amount of
Dividends per share
Resolution
Class of shares
dividends
Record date
(Yen)(Millions of yen)
May 15, 2024
Common stock
2,753
50.00 March 31, 2024
Board of Directors

206

Effective dateJune 6, 2024

27. Revenue(1) Breakdown of revenue
Breakdown of main product revenue and reportable segment are as follows.
Previous Consolidated Fiscal Year (From April 1, 2022 to March 31, 2023)(Millions of yen)
Reportable Segment
Other

Total

WacoalBusiness(Domestic)

WacoalBusiness(Overseas)

Peach John

Foundation and lingerie

77,28859,946

10,626

3,855

151,715Nightwear

6,027

422

332

52

6,833

Children’s underwear

821

96

–

14

931

Subtotal

84,13660,464

10,9583,921

159,479

Outerwear/sportswear and others

7,322

3,795

46

1,652

12,815

Hosiery

1,333

–

–

33

1,366

Other textile goods and related products

2,569

2,423

914

624

6,530

Others

1,386

50

–

6,966

8,402

96,746

66,732

11,91813,196

188,592

Innerwear:

Total

Current Consolidated Fiscal Year (From April 1, 2023 to March 31, 2024)(Millions of yen)
Reportable Segment
Other

Total

WacoalBusiness(Domestic)

WacoalBusiness(Overseas)

Peach John

Foundation and lingerie

75,03460,808

9,296

3,227

148,365

Nightwear

5,832

470

606

55

6,963

Children’s underwear

725

78

–

15

818

Subtotal

81,591

61,356

9,902

3,297

156,146

Outerwear/sportswear and others

7,456

4,383

33

1,955

13,827

Hosiery

1,281

–

–

35

1,316

Other textile goods and related products

2,428

1,956

806

645

5,835

Others

1,442

62

–

8,580

10,084

94,19867,757

10,741

14,512

187,208

Innerwear:

Total

207

The Group focuses on sales of innerwear (primarily, foundation garments, lingerie, and nightwear), outerwear,
sportswear, and other textile products and related products (“Products”), and the customers include retail andwholesale distributors and consumers in Japan and overseas.
Revenue from sales of our Products is recognized when performance obligations are satisfied, which is upondelivery of the Products.
The Group invoices when it satisfies the performance obligation and receive cash payment shortly thereafter.
The Group’s revenue is recognized for transactions, net of any trade discounts or rebates given. The Groupgenerally provide a right of return to our customers. In order to estimate the transaction price, provision for expected
returns is deducted from revenue based on historical returns.
Because the period from fulfillment of the performance obligations to receipt of consideration is normallywithin one year, the receivables are not adjusted for material financial elements using the convention method.
(2)

Contract balances

The breakdown of receivables from contracts with customers and contract liabilities is as follows. Receivablesfrom contracts with customers are Trade notes receivables and Accounts receivable-trade included in Trade andother receivables (see Note 8. Trade and other receivables). The amount of contract assets is not material.
(Millions of yen)Previous Consolidated Fiscal Current Consolidated Fiscal
Year
Year
(March 31, 2023)(March 31, 2024)
Contract liabilities

1,380

1,130

The revenue recognized in the reporting period that was included in the contract liabilities balance at the
beginning of the period for the consolidated fiscal year ended March 31, 2023 and 2024 was 1,069 million yen and
1,188 million yen respectively. There is no significant revenue recognized during the current fiscal year fromperformance obligations that were satisfied in previous periods.
Contract liabilities from contracts with customers consists mainly of customer loyalty points.
Certain subsidiaries have customer loyalty programs as part of the promotion and provide loyalty points tocustomers when they purchase our products. The points provided to customers are identified as performanceobligations, which are satisfied when the points are redeemed for the products. The points are expected to be used or
expire over the next two years. The unredeemed points as of the end of each fiscal year are recorded as contract
liabilities, which are estimated based on actual redemption amounts from previous fiscal year. Contract liability is
included in other current liabilities and is mainly related to innerwear products in the Wacoal Business (Domestic)
segment.
(3)

Transaction price allocated to the remaining performance obligations
In the Group, there are no significant transactions for which the individual forecast contract period exceeds one
year. Therefore, the practical short-cut method is used, and information related to remaining performanceobligations is omitted. In addition, there is no significant consideration from contracts with customers that is notincluded in transaction prices.

(4)

Contract Costs
The Group has adopted a practical expedient described in paragraph 94 of IFRS 15 “Revenue from Contracts
with Customers,” and recognizes the incremental costs of obtaining a contract as an expense when incurred if theamortization period of the asset that the Group otherwise would have recognized is one year or less.

20828. Selling, general and administrative expenses
Selling, general and administrative expenses are composed of the following:(Millions of yen)Previous Consolidated Fiscal
Year(From April 1, 2022
to March 31, 2023)

Current Consolidated Fiscal Year
(From April 1, 2023
to March 31, 2024)

Employee benefits

41,566

41,600Depreciation and amortization

11,020

10,329Transportation and storage costs

5,550

4,934

Advertising expenses

16,141

14,470

Lease amounts

2,107

2,316

Payment fees

16,12016,572Others

9,797

10,354102,301

100,575Total
29. Other income and expenses
Other income is composed of the following.

(Millions of yen)Previous Consolidated Fiscal
Year(From April 1, 2022
to March 31, 2023)

Current Consolidated Fiscal Year
(From April 1, 2023
to March 31, 2024)

178

172

3,117

119

Rent receipt

310

306

Foreign exchange gains

307

158

1,342

1,235

5,254

1,990

Government grantGain on sale of property, plant and equipment

Others
Total
Other expenses are composed of the following.

(Millions of yen)Previous Consolidated Fiscal
Year(From April 1, 2022
to March 31, 2023)

Current Consolidated Fiscal Year
(From April 1, 2023
to March 31, 2024)

467

218

Impairment losses (Note 1)

10,1366,860

Additional retirement benefits

688–

Loss on withdrawal from business (Note 1)

–

1,259

Business structure reform cost (Note 2)

–

5,984

1,555

682

12,84615,003

Loss on sale and disposal of property, plant andequipment

Other

Total
(Notes)1.

An impairment charge of 6,536 million and business structure reform cost of 1,259 million were recorded in relation
to the withdrawal from LIVELY business of Intimates Online, Inc., a subsidiary of Wacoal International Corp., andthe decision to liquidate the company.

209

2.

Business structure reform cost includes the recording of some subsidiaries’ disposal of inventories and cost forvoluntary retirement.

- 210 -

30. Finance income and costs
Finance income are composed of the following.
(Millions of yen)Previous Consolidated Fiscal
Year(From April 1, 2022
to March 31, 2023)

Current Consolidated Fiscal Year
(From April 1, 2023
to March 31, 2024)

115

308

1,165

1,173

82

231

–

294

–

304

155

219

1,517

2,529

Interest income:Financial assets measured at amortized cost
Dividend income:Financial assets measured at fair value throughother comprehensive income
Financial assets measured at fair value throughprofit or loss
Gain (Loss) on change in fair value
Financial assets measured at fair value throughprofit or loss
Foreign exchange gains
Others
Total
Finance costs are composed of the following.
(Millions of yen)Previous Consolidated Fiscal
Year(From April 1, 2022
to March 31, 2023)

Current Consolidated Fiscal Year
(From April 1, 2023
to March 31, 2024)

Financial liabilities measured at amortized cost

104

137

Lease liabilities

176

168

422

–

Foreign exchange loss

20–

Others

73

23

795

328

Interest expenses:

Gain (Loss) on change in fair value
Financial assets measured at fair value throughprofit or loss

Total

211

31. Other comprehensive income
The following are amounts arising during the year by item of other comprehensive income, reclassification
adjustments to profit or loss, and impact of tax effects.
Previous Consolidated Fiscal Year (From April 1, 2022 to March 31, 2023)(Millions of yen)AmountReclassification Before tax
Net of tax
arising during
Tax effects
adjustment
effects
effects
the year
Items that will not be reclassified to profit or
loss
Financial assets measured at fair value
through other comprehensive income

2,431

–

2,431

(605)

1,826

Remeasurement of defined benefit plans

(354)

–

(354)

103

(251)

Share of other comprehensive income ofinvestments accounted for using equity
method

430

–

430

–

430

2,507

–

2,507

(502)

2,005

Exchange differences on translation offoreign operations

3,623

(21)

3,602

(47)

3,555

Share of other comprehensive income ofinvestments accounted for using equity
method

309

–

309

–

309

Total of items that may be reclassified
subsequently to profit or loss

3,932

(21)

3,911

(47)

3,864

Total

6,439

(21)

6,418

(549)

5,869

Total of items that will not bereclassified to profit or loss
Items that may be reclassified subsequently
to profit or loss

212

Current Consolidated Fiscal Year (From April 1, 2023 to March 31, 2024)(Millions of yen)AmountReclassification Before tax
arising during
adjustment
effects
the yearTax effects

Net of tax
effects

Items that will not be reclassified to profit or
loss
Financial assets measured at fair value
through other comprehensive income

21,116–21,116(6,532)

14,584Remeasurement of defined benefit plans

2,423

–

2,423

(744)

1,679

Share of other comprehensive income ofinvestments accounted for using equity
method

86

–

86

－

86

23,625–23,625(7,276)

16,349Exchange differences on translation offoreign operations

8,989

(282)

8,707

(290)

8,417

Share of other comprehensive income ofinvestments accounted for using equity
method

769

–

769

–

769

Total of items that may be reclassified
subsequently to profit or loss

9,758

(282)

9,476

(290)

9,186

Total

33,383(282)

33,101(7,566)25,535

Total of items that will not bereclassified to profit or loss
Items that may be reclassified subsequently
to profit or loss

213

32. Earnings per share
The Company implemented the restricted stock compensation plan for Directors (excluding External
Directors (Independent)) of the Company and Directors of the Company’s wholly owned subsidiary, Wacoal
Corp. Among the shares under the restricted stock compensation plan, those that have not been vested are
distinguished as participating equity instruments from common shares. A holder of participating equity
instruments has the same rights as a holder of common shares to net income attributable to Wacoal Holdings
Corp.
(1) Basis of calculation for basic loss per share
Previous Consolidated Fiscal
Current Consolidated Fiscal YearYear
(From April 1, 2023
(From April 1, 2022
to March 31, 2024)
to March 31, 2023)
Loss attributable to owners of parent(Millions(1,643)(8,632)of yen)Loss attributable to participating equity instruments(1)(5)(Millions of yen)
Loss used to calculate basic loss per share(1,642)(8,627)(Millions of yen)
Weighted-average number of common shares
59,87156,932
issued (Thousands of shares)
Weighted-average number of participating equity
43
34
instruments (Thousands of shares)
Weighted-average number of common shares
59,82856,898(Thousands of shares)
Basic loss per share (Yen)(27.44)(151.62)(2) Basis of calculation for diluted loss per share
Previous Consolidated Fiscal
Current Consolidated Fiscal YearYear
(From April 1, 2023
(From April 1, 2022
to March 31, 2024)
to March 31, 2023)
Loss used to calculate basic loss per share(Millions(1,642)(8,627)of yen)Adjustment to loss

(Millions of yen)––

(1,642)(8,627)

59,82856,898(Thousands of shares)––

Weighted-average number of shares of diluted
common shares(Thousands of shares)

59,82856,898

Diluted loss per share (Yen)(27.44)(151.62)

Loss used to calculate diluted loss per share(Millions of yen)
Weighted-average number of common shares
outstanding(Thousands of shares)
Increase in the number of common shares
Stock acquisition rights(Note)

Potential ordinary shares were not dilutive in the current fiscal year because the exercise of stock acquisitionrights would reduce loss per share.

214

33. Cash flow information(1) Change in liabilities arising from financing activities
Change in liabilities arising from financing activities are as follows:
Previous Consolidated Fiscal Year (From April 1, 2022 to March 31, 2023)(Millions of yen)
Non-cash changes

April 1, 2022

Changes arisingfrom cash flows

Short-term borrowings

10,227(5,230)

3

–

5,000

Long-term borrowings

1,626

1,355

103

–

3,084

Lease liabilities

13,451(5,981)

276

4,585

12,331

Total

25,304(9,856)

382

4,585

20,415

Changes inforeign currency
exchange rates

March 31, 2023

New lease
contracts

Current Consolidated Fiscal Year (From April 1, 2023 to March 31, 2024)(Millions of yen)
Non-cash changes

April 1, 2023

Changes arisingfrom cash flows

Short-term borrowings

5,000

678

8

–

5,686

Long-term borrowings

3,084

–

376

–

3,460

Lease liabilities

12,331(5,690)

(33)

4,888

11,496

Total

20,415(5,012)

351

4,888

20,642(Note)

Changes inforeign currency
exchange rates

March 31, 2024

New lease
contracts

Current portion of long-term loans payable is included.
(2) Non-cash Transaction
Non-cash transaction is composed of the following:(Millions of yen)Previous Consolidated Fiscal
Year(From April 1, 2022
to March 31, 2023)

Current Consolidated Fiscal Year
(From April 1, 2023
to March 31, 2024)

Acquisition of right-of-use assets under leasetransaction

4,585

4,888

Cancellation of treasury stock

2,863

8,572

215

34. Share-based compensation(1) Equity-settled stock option plan
Until the 73rd Ordinary General Meeting of Shareholders held on June 29, 2021, the Company had a stock
option plan of share-based compensation type in place. Under the stock option plan, the Company allocatedstock acquisition rights to Directors (excluding External Directors (Independent)) of the Company andDirectors of the Company’s wholly-owned subsidiary, Wacoal Corp., with the aim to share not only thebenefits of share price increases but also the risk of share price declines with our shareholders, thereby
providing increased incentives to contribute to the improvement of the share price and corporate value.
The stock option plan of share-based compensation type was an equity-settled share-based compensation.
The breakdown of the stock options of shared-based compensation type issued by the Company is asfollows.
Fair value of grant
Number of options
Exercise price
Grant date
Exercise deadline
dategranted (shares)
(Yen)
(Yen)
1st / 2nd
28,500 September 1, 2008 September 1, 2028
1
2,274
3rd / 4th

24,500 September 1, 2009 September 1, 2029

1

2,168

5th / 6th

23,000 September 1, 2010 September 1, 2030

1

2,162

7th / 8th

34,500 September 1, 2011 September 1, 2031

1

1,756

9th / 10th

33,500 September 3, 2012 September 3, 2032

1

1,598

11th / 12th

38,500 September 2, 2013 September 2, 2033

1

1,836

13th / 14th

31,500 September 1, 2014 September 1, 2034

1

1,874

15th / 16th

24,500 September 1, 2015 September 1, 2035

1

2,838

17th / 18th

34,500 September 1, 2016 September 1, 2036

1

2,088

19th / 20th

23,000 September 1, 2017 September 1, 2037

1

2,918

21st / 22nd

20,900August 17, 2018

August 17, 2038

1

3,005

23rd / 24th

28,500July 22, 2019

July 22, 2039

1

2,516

25th / 26th

35,700July 17, 2020

July 17, 2040

1

1,768

(Note)The Company has reflected the share consolidation pursuant to which two (2) shares were consolidated intoone (1) share because the Company conducted a share consolidation of common stock of the Company
pursuant to which two (2) shares were consolidated into one (1) share effective as of October 1, 2017.

216

The number and weighted-average exercise prices of stock options
Previous Consolidated Fiscal Year
(From April 1, 2022
to March 31, 2023)
Number of Shares(Shares)

Current Consolidated Fiscal Year
(From April 1, 2023
to March 31, 2024)

Weighted average
Weighted average
Number of Shares
exercise priceexercise price(Shares)
(Yen)
(Yen)

Outstanding at beginning of the year

261,900

1

241,300

1

Exercised

20,600

1

4,500

1

Forfeited

–

–

–

–

Expired

–

–

–

–

Outstanding at end of the year

241,300

1

236,800

1

Exercisable at end of the year

158,2001

223,100

1(Notes) 1.

2.

The weighted-average share price at exercise of stock options during the previous and current fiscal year
was 2,360 yen and 3,621 yen respectively.
The weighted-average remaining life of the outstanding stock options for the end of previous year andcurrent fiscal year was 7.5 years and 4.2 years, respectively.

(2) Restricted stock compensation plan
The Company had newly introduced the restricted stock compensation plan for Directors (excluding
External Directors (Independent)) of the Company and Directors of the Company’s wholly-owned subsidiary,
Wacoal Corp. (hereinafter referred to as “Eligible Directors”), with the aim to further share the risk of shareprice fluctuations with our shareholders, thereby providing increased incentives to contribute to theimprovement of the share price and corporate value.
The Company has replaced the previous plan (that granted stock acquisition rights as share-based
compensation) with a restricted stock compensation plan, which the Company annually allocates restricted
stock to the Eligible Directors. The amount of compensation claims is determined by comprehensively taking
into consideration of various factors including each Eligible Director’s degree of contribution to the Company
and Wacoal Corp. With regard to the shares of the Company’s common stock allotted (the “Allotted Shares”),
the Eligible Directors have, in principle, entered into a restricted stock allotment agreement that provides thatan Eligible Director is prohibited to transfer to a third party, pledge, create mortgage on, or use any otherarrangements to dispose the Allotted Shares for a period from the grant date to a date on which (s)he retires
from all the positions as Director, Audit and Supervisory Board Member, and Corporate Officer of theCompany and Wacoal Corp. as designated by the Board of Directors of the Company, and that the Company
will acquire the Allotted Shares without compensation in case of certain events.
Fair value on the grant date is calculated based on the closing price of common stock on the Tokyo Stock
Exchange on the business day immediately preceding the date of resolution by the Board Directors.
Previous Consolidated Fiscal Current Consolidated Fiscal YearYear
(From April 1, 2023
(From April 1, 2022
to March 31, 2024)
to March 31, 2023)
Grant dateJuly 20, 2022

July 18, 2023

Number of shares granted during the year (Shares)

37,10021,100Weighted-average fair value per share (Yen)

2,169

2,828

217

(3) Share-based compensation expense
Share-based compensation expense included in cost of sales and selling, general, and administrative
expenses in the consolidated statement of profit or loss is as follows:(Millions of yen)Previous Consolidated Fiscal
Current Consolidated Fiscal YearYear
(From April 1, 2023
(From April 1, 2022
to March 31, 2024)
to March 31, 2023)
Restricted stock compensation

73

218

56

35. Financial instruments(1) Capital management
The Group performs capital management in order to maximize corporate value through sustainable growth.
The main indicator used by the Group in capital management is the ratio of profit attributable to owners ofparent to equity attributable to owners of parent, which is reported to and monitored by management on aregular basis.
The Group’s ratio of profit attributable to owners of parent to equity attributable to owners of parent is asfollows.
Previous Consolidated
Fiscal Year
(March 31, 2023)

Current Consolidated
Fiscal Year
(March 31, 2024)

Ratio of profit attributable to owners ofparent to equity attributable to owners of(0.8)
parent (%)
There are no significant capital regulations which are applied to the Group.

(4.1)(2) Management of financial risks
The Group is exposed to financial risks (credit risk, liquidity risk, currency risk, interest rate risk, andmarket price fluctuation risk) in the course of its management activities, and manages such risks based on
certain policies to mitigate such financial risks. The Group uses derivatives transactions to hedge currency
risks and does not engage in speculative transactions.
(3) Management of credit risk
Credit risk is defined as the risk that parties with whom the Group has contracted failed to discharge theircontractual obligations under the financial assets held by the Group, resulting in financial loss to the Group.
In accordance with the credit management regulations, the Group manages due dates and outstandingbalances for each counterparty, and periodically monitors the credit status of our major counterparties.
The Group enters into derivative transactions only with creditworthy financial institutions and impact ofsuch transactions on credit risk is limited.
The Group does not have excessively concentrated credit risk with respect to specific counterparties orgroups to which such counterparties belong.
The carrying amount of financial assets presented in the consolidated financial statements represents the
maximum exposure in terms of credit risk of financial assets held by the Group.
When a delinquency of a debtor is caused not by a temporary funding requirement, rather primarily bysignificant financial difficulty of the debtor, and the collectability of receivables is considered to be ofparticular concern, such financial assets are deemed to be credit impaired.
For trade receivables that do not contain a significant financing component, the allowance for doubtful
accounts is always recognized at the amount equal to lifetime expected credit losses.

219

Changes in allowance for doubtful accounts for trade receivables are as follows.
(Millions of yen)
Financial assets forwhich an allowance for
doubtful accounts is
Credit impaired financial
always measured at an
assetsamount equal to thelifetime expected credit
losses

Total

Balance at April 1, 2022

282

164

446

Increase

96

–

96

Decrease (intended use)

–

–

–

(180)

(7)

(187)

9

8

17

Balance at March 31, 2023

207

165

372

Increase

33

11

44

Decrease (intended use)

–

(1)

(1)

Decrease (reversal)

(13)

(10)

(23)

Other changes

27

15

42

Balance at March 31, 2024

254

180

434

Decrease (reversal)
Other changes

Of the financial assets that are written off in the current consolidated fiscal year, there are no financial
assets for which collecting activities continue.
Credit risk exposure for trade receivables is as follows.
(Millions of yen)
Financial assets forwhich an allowance for
doubtful accounts isalways measured at an
amount equal to thelifetime expected credit
lossesPrevious Consolidated Fiscal Year
(March 31, 2023)
Current Consolidated Fiscal Year
(March 31, 2024)

Credit impaired financial
assetsTotal

20,422

165

20,58722,395

180

22,575220

(4) Management of liquidity risk
Liquidity risk is defined as the risk that the Group may not be able to make payments when due to fulfill
obligations to repay financial liabilities upon maturity.
The Group manages liquidity risk by updating cash management plans in a timely manner, preparing
adequate funds for repayments, securing credit lines available from financial institutions as needed, andcontinuously monitoring cash flow plans and results.
Balances of financial liabilities (including derivative instruments) classified by due dates are as follows.
Previous Consolidated Fiscal Year
(March 31, 2023)(Millions of yen)
Carrying amountContractual cash
flows

Borrowings

8,084

8,084

5,000

3,084

–

Trade and other payables

17,535

17,535

17,535––

Lease liabilities

12,331

12,785

4,747

7,033

1,005

Other financial liabilities

1,154

1,154

1,154

–

–

18

18

18

–

–

39,122

39,57628,454

10,117

1,005

Within 1 year From 1 to 5 years

More than 5
years

Non-derivative financial
liabilities

Derivative financial
liabilities
Foreign exchange forward
contracts
Total

Current Consolidated Fiscal Year (March 31, 2024)(Millions of yen)
Carrying amountContractual cash
flows

Borrowings

9,146

9,146

7,200

1,946

–

Trade and other payables

17,406

17,406

17,406––

Lease liabilities

11,496

11,893

5,075

6,390

428

973

973

973

–

–

22

22

22

–

–

39,04339,44030,676

8,336

428

Within 1 year From 1 to 5 years

More than 5
years

Non-derivative financial
liabilities

Other financial liabilities
Derivative financial
liabilities
Foreign exchange forward
contracts
Total

221

(5) Management of market risk(i) Management of currency risk
The Group’s assets and liabilities denominated in foreign currencies related to its overseas businessactivities are exposed to the risk of market fluctuations in foreign exchange rates. The Group uses derivative
instruments to avoid or mitigate such risk. Derivative instruments are used based on the internal policy andmanagement regulations, and are not held for speculative purposes. The Group believes the credit risk ofderivatives held by the Group is considered to be negligible because the counterparties to these derivatives
are all international financial institutions with high credit ratings.
Sensitivity analysis of foreign exchange
As of the end of each fiscal year, if the Japanese Yen appreciated by 1%, the effects on profit before tax
in the consolidated financial statement of profit or loss would have been as follows.
This analysis is based on the assumption that other factors, such as balances and interest rates areconstant.
(Millions of yen)Previous Consolidated Fiscal
Current Consolidated Fiscal YearYear
(From April 1, 2023
(From April 1, 2022
to March 31, 2024)
to March 31, 2023)
Profit before income taxes
U.S. dollar

(53)

(58)

(ⅱ) Management of interest rate risk
The Group pays interest on the funds which procure for working capital and capital investment in
conducting its business activities. Interest rate sensitivity analysis is not performed because the impact ofinterest rate payments on the Group is minimal, and the current interest rate risk is not considered material to
the Group.
(ⅲ) Management of market price fluctuation risk
The Group held marketable equity securities of 43,223 million and 47,003 million for the previous
consolidated fiscal year and the current consolidated fiscal year, respectively, and they are exposed tofluctuation risk of market prices. The Group reviews its holdings of these marketable equity securities on an
ongoing basis by regularly monitoring their fair value and the financial condition of the issuers. All of equity
securities are designated as financial assets measured at fair value through other comprehensive income, andthere is no effect on profit or loss from changes in the share price.

(6) Offsetting of financial assets and financial liabilities
The Group does not possess material financial assets and liabilities which should be offsetting.

222

(7) Fair values of financial instruments(i). Calculation method of fair value
The Group measures the fair value of financial assets and financial liabilities as follows. Fair value offinancial instruments is estimated using available market prices, or is measured by appropriate valuation
techniques when market prices are not available.
(Cash and cash equivalents, trade and other receivables, trade and other payables, short-term borrowings)
These accounts have short maturities and the carrying values approximate fair value.
(Equity securities)
Listed equity securities are measured using quoted market prices. Unlisted equity securities are valued bycomparable multiple valuation method using financial indicators, etc. or other appropriate valuation
methods.
(Derivatives)
Derivatives are valued at fair value as quoted by correspondent financial institutions.
(Long-term borrowings)
The fair value of the Group’s long-term borrowings is calculated by discounting estimated future cash
flows using the interest rate that would apply to a new loan with the same remaining maturity and similarterms and conditions. Their fair value is measured based on Level 2.
(ii) Financial instruments measured at amortized cost
The carrying amounts and fair values of financial instruments at amortized cost are as follows.
Financial instruments measured at fair value and financial instruments whose carrying values
approximate their fair values are not included.
Previous Consolidated Fiscal
Year(March 31, 2023)
Carrying
Fair value
amount(Millions of yen)
Current Consolidated Fiscal
Year(March 31, 2024)
Carrying
Fair value
amountFinancial assets
Financial assets measured at amortized cost:
Corporate bonds

96

95

152

152

96

95

152

152

Long-term borrowings (including current portions)

3,084

2,986

3,460

3,383

Total

3,084

2,986

3,460

3,383

Total
Financial liabilities
Financial liabilities measured at amortized cost:223

(ⅲ). Financial instruments measured at fair value
The table below shows the results of an analysis on financial instruments measured at fair value. Eachlevel is defined as follows.
Level 1:
Fair value measured at quoted prices in active markets for identical assets or liabilities.
Level 2:
Fair value determined, either directly or indirectly, by using observables inputs other thanLevel 1.
Level 3:
Fair value determined using valuation techniques based on unobservable inputs.
Fair value hierarchy for financial instruments measured at fair value are as follows.
Previous Consolidated Fiscal Year
(March 31, 2023)(Millions of yen)
Level 1

Level 2

Level 3

Total

Financial assets:
Financial assets measured at fair value through profit orloss:
Derivatives

–

7

–

7

Equity securities

–

–

1,616

1,616

Mutual funds

175

–

–

175

43,223–817

44,040

–

–

31

31

43,3987

2,464

45,869

–

18

–

18

–

18

–

18

Financial assets measured at fair value through othercomprehensive income:Equity securities
Others
Total
Financial liabilities:
Financial liabilities measured at fair value throughprofit or loss:
Derivatives
Total

224

Current Consolidated Fiscal Year (March 31, 2024)(Millions of yen)
Level 1

Level 2

Level 3

Total

Financial assets:
Financial assets measured at fair value through profit orloss:
Equity securities

–

–

1,963

1,963

Mutual funds

236

–

–

236

47,003–890

47,893

Others

–

–

31

31

Total

47,239–2,884

50,123

Derivatives

–

22

–

22

Total

–

22

–

22

Financial assets measured at fair value through othercomprehensive income:Equity securities

Financial liabilities:
Financial liabilities measured at fair value throughprofit or loss:

The Company recognizes transfers between the levels of the fair value hierarchy at the date when the eventor the change in circumstances resulting in the transfer occurred. There was no significant reclassification
between Level 1 and Level 2 in previous consolidated fiscal year and current consolidated fiscal year.
Valuation process
Fair value of financial instruments classified into Level 3 is measured using valuation methods forrespective target financial assets and liabilities as determined by persons in charge of accounting or asset
valuation in accordance with valuation policies and procedures, including internally-approved valuation
methods for fair value measurement.
Quantitative information for financial instruments classified as Level 3
Fair value of equity securities and others classified into Level 3 is measured based on the comparable
multiple valuation method using financial indicators, etc. or other appropriate valuation techniques. If
unobservable inputs were changed to other reasonably possible assumptions, changes in fair value would nothave been material.
Reconciliation for financial instruments classified as Level 3
The reconciliation from the beginning balances to the ending balances of financial instruments classified as
Level 3 in fair value measurements is as follows.

225

Previous Consolidated Fiscal Year (From April 1, 2022 to March 31, 2023)
Equity securities
Balance as of the beginning of the year

(Millions of yen)
Contingent
consideration

Others

2,793

182

1,493

(416)

–

(938)

56

–

–

Purchases–

4–

Sales and settlements

0

(155)

(715)

Others

–

–

160

2,433

31

–

(14)

–

–

Gains or losses
Profit or loss *1
Other comprehensive income *2

Balance at the end of the year
Unrealized gain (loss) on assets and liabilities heldat the end of period included in net income orloss*1

Current Consolidated Fiscal Year (From April 1, 2023 to March 31, 2024)(Millions of yen)
Equity securities
Balance as of the beginning of the year

Other

2,433

31

Profit or loss *1

272–

Other comprehensive income *2

73–

Purchases

75–

Sales and settlements

(0)

–

2,853

31

272

–

Gains or losses

Balance at the end of the year
Unrealized gain (loss) on assets and liabilities heldat the end of period included in net income orloss*1(Notes)*1. Gains or losses are recognized as selling, general and administrative expenses, finance income or finance costs in the
consolidated statement of profit or loss.
*2. Gains or losses after consideration of tax effects are recognized as net change in fair value of financial assets
measured at fair value through other comprehensive income in the consolidated statement of comprehensive income.

226

36. Significant subsidiaries
The Company’s major subsidiaries are stated in 1. Overview of the Company, 4. Information on Associates.
There were no subsidiaries with individually significant noncontrolling interests in the previous and current
fiscal years.
37. Related parties(1) Transactions with related parties
Information of transactions with related parties is omitted as it was immaterial.
(2) Remuneration of key management personnel
Remuneration of Directors and External Directors (Independent) who are key management personnel of
the Company is as follows.
(Millions of yen)Previous Consolidated Fiscal
Current Consolidated Fiscal
Year
Year
(From April 1, 2022
(From April 1, 2023
to March 31, 2023)
to March 31, 2024)
Basic compensation and bonuses

201

135

Share-based payment

44

33

245

168

Total

227

38. Significant subsequent events
Transfer of Subsidiary Shares
At a meeting of the Board of Directors held on April 30, 2024, the Company resolved to transfer a portion of
the shares of the Company’s consolidated subsidiary, Nanasai Co., Ltd. (hereinafter referred to as “Nanasai”)
and entered into a share transfer agreement effective as of May 13, 2024. As a result of the share transfer
transaction, Nanasai will be excluded from the scope of consolidation of the Company and the assets andliabilities held by Nanasai that is included in other of the operating segment will be classified as held for sale in
the fiscal year ending March 31, 2025.
1. Reason for Share Transfer Transaction
The Company had been examining the productivity of each of the Group companies in Japan in the process
of formulating the revised medium-term management plan which was disclosed in November 2023. Although
Nanasai has mainly engaged in sales floor construction, sales of mannequins and fixtures, and so on, thesynergy of business integration has been diminishing compared to before partly because one of ourconsolidated subsidiaries, Wacoal Corp., has been promoting a business strategy to increase the ratio of sales
from in-store sales to online shopping.
The Company made a resolution about the share transfer transaction because it will be highly possible toprovide a consistent service of furniture and fixture sales and to manage logistics effectively.
2.

Outline of the Subsidiary to be Transferred(1) Name

Nanasai Co., Ltd.

(2) Address of the head officeWacoal Kyoto Building, 103 Shichijo Goshonouchi Minamimachi, Shimogyoku, Kyoto, Japan(3) Name and title of therepresentative

Takeshi Segawa, CEO(4) Business description

Planning, design, and construction work of commercial facilities and displays;
manufacture and sale of mannequins, and sale of store fixtures(5) Date of establishment(6) Share capital

July 1946
90 million yen(7) Total assets(8) Net sales

4,193 million yen (as of March 31, 2024)
8,032 million yen (fiscal year ended March 31, 2024)

3.

Outline of the Counterparty of the Share Transfer Transaction(1) Name

SENKO Group Holdings Co., Ltd.

(2) Address of the head office(3) Name and title of the

Shiomi SIF Building, 2-8-10 Shiomi, Koto-ku, Tokyo, Japan
Yasuhisa Fukuda, Representative Director

representative(4) Share capital

28.4 billion yen(5) Date of establishment

July 1946

4.

5.

Transfer Date
July 1, 2024 (scheduled)
Number of Shares Transferred, Status of Shares Held before and after Transfer(1) Number of shares held before
transfer

5,448,200 shares(Number of voting rights: 5,448,200)(% of voting rights held: 99.96%)(2) Number of shares transferred

4,630,865 shares(Number of voting rights: 4,630,865)(% of voting rights held: 84.97%)(3) Number of shares held after
transfer

817,335 shares(Number of voting rights: 817,335)(% of voting rights held: 14.99%)(Note) The transfer price is not disclosed due to confidentiality obligations between the parties.
Purchase of treasury stock
The Board of Directors adopted a resolution at a meeting held on May 15, 2024 regarding matters related topurchase of treasury stock pursuant to the provisions of Paragraph 1, Article 459 of the Companies Act.
228

1.

Reason for purchase of treasury stock
To enhance profits to the shareholders and improve capital efficiency
2. Matters relating to purchase(1) Type of shares to be purchased
Common Stock of the Company(2) Total number of shares to be purchased
7,300,000 shares (at maximum)(3) Aggregate purchase price
25,000 million yen (at maximum)(4) Purchase period
From June 3, 2024 through March 21, 2025
Cancellation of treasury stock
The Board of Directors adopted a resolution at a meeting held on May 15, 2024 regarding matters related tocancellation of treasury stock pursuant to the provisions of Article 178 of the Companies Act, which was executed
as follows.
(1) Type of shares cancelled
Common Stock of the Company(2) Number of shares cancelled
5,500,000 shares(3) Date of cancellation
May 24, 2024
(4) Total number of shares issued after the cancellation
55,500,000 shares229

39. Approval of consolidated financial statements
These consolidated financial statements were approved by Masaaki Yajima, President and Representative
Director, and Akira Miyagi CFO, as of June 25, 2024.

230

(2)

【Others】
Quarterly financial information for the year ended March 31, 2024

(Cumulative period)
Revenue (Millions of yen)
(Loss) profit before tax(Millions of yen)
(Loss) profit attributable toowners of parent (Millionsof yen)Basic (loss) earnings per
share (yen)(Fiscal period)
Basic (loss) earnings per
share (yen)First Quarter

Second Quarter

Third Quarter

Year ended March 31,
2024

48,78995,130141,407

187,208

4,004(2,739)(1,543)(8,290)2,844(4,404)(3,903)(8,632)49.03(76.09)(67.98)(151.62)First Quarter

Second Quarter

49.03(125.51)

231

Third Quarter
8.87

Fourth Quarter(85.24)

VI. 【Stock-Related Administration for the Company】
Fiscal year

From April 1 to March 31

Ordinary General Meeting of
Shareholders

To be held in June

Record date

March 31

Record date for dividends ofsurplusNumber of shares constituting
one unit
Purchase and sale of shares lessthan one unit

September 30
March 31
100 shares(Special Account)
Osaka Securities Transfer Section
Mitsubishi UFJ Trust and Banking Corporation
6-3, Fushimi 3-chome, Chuo-ku, Osaka

Office for handling businessTransfer agent(Special Account)
Mitsubishi UFJ Trust and Banking Corporation
4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo

Forwarding office–––Handling charge for purchaseand saleFree of charge
Public notice of the Company shall be in electronic form; provided that, public noticecannot be provided electronically due to an accident or unavoidable event, it shall be
published in Nihon Keizai Shimbun.

Method of public notice(i)Special benefit forshareholders(ii)(Note)

Wacoal Essence Check (coupon for goods) shall be provided to the shareholders as
follows (with the date of determination of the shareholders entitled thereto being the endof March and September):– To shareholders holding 500 shares or more, but less than 1,500 shares:
Wacoal Essence Check worth JPY3,000 shall be provided twice a year.
– To shareholders holding 1,500 shares or more: Wacoal Essence Check worth
JPY5,000 shall be provided twice a year.
To shareholders holding shares for three years or more:
Wacoal Essence Check worth JPY1,000 shall be added to above.
Shareholder special discount shall be made for Wacoal products by means of catalogue
sales and internet sales as follows:– To shareholders holding 100 shares or more:
20% discount shall be made for the purchase of our products listed in catalogues
issued by Wacoal or internet sales; provided, however, that the total purchase priceapplicable for the discount shall be up to 1,000,000 yen (before discount) per year.

Our Articles of Incorporation prescribe that the shareholders holding shares constituting less than one unit of the Company
may not exercise any rights, except for the rights as prescribed under each item in Paragraph 2, Article 189 of the Companies
Act, the claim rights pursuant to the provisions of Paragraph 1, Article 166 of the same law, the right to receive an allocationof share offerings and stock acquisition rights in proportion to the number of shares held, and the right to request the sale ofadditional shares not constituting one unit.

232

VII. 【Reference Information on the Company】
1. 【Information on the Parent Company】
The Company does not have the parent company set out in Paragraph 1, Article 24-7 of the Financial Instruments and ExchangeAct.

2. 【Other Reference Information】
The Company filed the following documents during the period from the commencing date of the current fiscal year to the filingdate of the Annual Securities Report.
Fiscal Year
From April 1, 2022 toFiled with the Director of the(1) Annual Securities Report and(75th Fiscal Year)
March 31, 2023
Kanto Local Finance Bureau on
the attachments thereto, andJune 28, 2023
Confirmation Letter(2) Internal Control Report andthe attachments thereto(3) Quarterly Report andConfirmation Letter(4) Extraordinary Report

Filed with the Director of the
Kanto Local Finance Bureau on
June 28, 2023

(First quarter of 76th
Fiscal Year)

From April 1, 2023 to June30, 2023

Filed with the Director of the
Kanto Local Finance Bureau on
August 14, 2023

(Second quarter of 76th From July 1, 2023 to
Fiscal Year)
September 30, 2023

Filed with the Director of the
Kanto Local Finance Bureau on
November 14, 2023

(Third quarter of 76th
Fiscal Year)

Filed with the Director of the
Kanto Local Finance Bureau on
February 14, 2024

From October 1, 2023 to
December 31, 2023

Extraordinary Report on the Results of the Exercise of
Voting Rights at General Meeting of Shareholders
pursuant to Item 9-2, Paragraph 2, Article 19 of the
Cabinet Office Ordinance Concerning Disclosure of
Corporate Affairs, etc.
Extraordinary Report on the Event Having Significant
Impact on the Financial Position, Financial Performance,
and Cash Flow Status of the Corporate Group pursuant to
Item 19, Paragraph 2, Article 19 of the Cabinet Office
Ordinance Concerning Disclosure of Corporate Affairs,
etc.

Filed with the Director of the
Kanto Local Finance Bureau on
June 29, 2023

Filed with the Director of the
Kanto Local Finance Bureau on
November 10, 2023

Reporting Period

From June 1, 2023 to June30, 2023

Filed with the Director of the
Kanto Local Finance Bureau on
July 7, 2023

Reporting Period

From July 1, 2023 to July
31, 2023

Filed with the Director of the
Kanto Local Finance Bureau on
August 7, 2023

Reporting Period

From August 1, 2023 toAugust 31, 2023

Filed with the Director of the
Kanto Local Finance Bureau on
September 7, 2023

Reporting Period

From September 1, 2023 to
September 30, 2023

Filed with the Director of the
Kanto Local Finance Bureau on
October 11, 2023

Reporting Period

From October 1, 2023 to
October 31, 2023

(5) Share Repurchase Report233

Filed with the Director of the
Kanto Local Finance Bureau on
November 7, 2023

Reporting Period

From November 1, 2023 toNovember 30, 2023

Filed with the Director of the
Kanto Local Finance Bureau on
December 7, 2023

Reporting Period

From December 1, 2023 to
December 31, 2023

Filed with the Director of the
Kanto Local Finance Bureau on
January 10, 2024

Reporting Period

From January 1, 2024 toJanuary 31, 2024

Filed with the Director of the
Kanto Local Finance Bureau on
February 9, 2024

Reporting Period

From February 1, 2024 to
February 29, 2024

Filed with the Director of the
Kanto Local Finance Bureau on
March 6, 2024

Reporting Period

From March 1, 2024 toMarch 31, 2024

Filed with the Director of the
Kanto Local Finance Bureau on
April 5, 2024

Reporting Period

From May 1, 2024 to May
31, 2024

Filed with the Director of the
Kanto Local Finance Bureau on
June 12, 2024

234

Part II 【Information on Guarantors etc. for the Company】
Not applicable.

235

NOTE TO READERS:
Following is an English translation of the Independent Auditors’ Report filed under the Financial
Instruments and Exchange Act of Japan. This report is presented merely as supplemental information.
(TRANSLATION)
INDEPENDENT AUDITOR'S REPORT
June 25, 2024
To the Board of Directors of
Wacoal Holdings Corp.:

Deloitte Touche Tohmatsu LLC
Kyoto office
Designated Engagement Partner,
Certified Public Accountant:
Koichiro Tsukuda
Designated Engagement Partner,
Certified Public Accountant:
Tomomi Tsuji<Audit of Consolidated Financial Statements>
OpinionPursuant to the first paragraph of Article 193-2 of the Financial Instruments and Exchange Act, wehave audited the consolidated financial statements of Wacoal Holdings Corp. and its consolidated
subsidiaries (the "Group") included in the Financial Section, namely, the consolidated statement offinancial position as of March 31, 2024, and the consolidated statement of profit or loss, consolidated
statement of comprehensive income, consolidated statement of changes in equity and consolidated
statement of cash flows for the fiscal year from April 1, 2023 to March 31, 2024, and notes to theconsolidated financial statements.
In our opinion, the accompanying consolidated financial statements present fairly, in all material
respects, the consolidated financial position of the Group as of March 31, 2024, and its consolidated
financial performance and its consolidated cash flows for the year then ended in accordance withIFRS Accounting Standards pursuant to the provisions of Article 93 of the Ordinance on Terminology,
Forms and Preparation Methods of Consolidated Financial Statements.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our
responsibilities under those standards are further described in the Auditor's Responsibilities for the
Audit of the Consolidated Financial Statements section of our report. We are independent of theGroup in accordance with the provisions of the Code of Professional Ethics in Japan, and we havefulfilled our other ethical responsibilities as auditors. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matter
A key audit matter is a matter that, in our professional judgment, was of most significance in our auditof the consolidated financial statements of the current period. The matter was addressed in thecontext of our audit of the consolidated financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on the matter.
Key Audit Matter Description

How the Key Audit Matter Was Addressed in
the Audit

Valuation of goodwill
As of March 31, 2024, the goodwill recorded on the
consolidated statement of financial position was the
goodwill allocated to WACOAL EUROPE LTD in theamount of ￥11,805 million, or 4.0% of total assets.
The Group has applied International Financial ReportingStandards and as described in Note 3. Significant
Accounting Policies (7) Goodwill and Intangible assets,and (16) Impairment of non-financial assets, impairment
tests at the cash-generating unit level, which includes
goodwill, at each period and whenever an indication of
impairment exists. If the carrying amount of a cashgenerating unit exceeds the recoverable amount as aresult of the impairment test, the carrying amount isreduced to the recoverable amount and the reduction in
the carrying amount is recognized as an impairment loss.
When conducting the impairment test, the Groupcalculates the recoverable amount as the higher of thevalue in use or the fair value less disposal costs.
The Group uses an expected present value method to
calculate the recoverable amount in performing theimpairment test. Future cash flows used to calculate therecoverable amount are based on a five-year businessplans approved by management with the terminal value
reflecting the average long-term growth rate in therelevant market.
In the United Kingdom and Europe, consumer spending
continued to decline due to prolonged inflation. In the
United States, where inflation is on a converging trend,
consumer spending showed stable growth but somewholesale stores continued to show restraint onpurchases.
The business plans include significant assumptions, suchas the feasibility of sales volumes expansion measuresconsisting mainly of promoting merchandising strategies
to meet the diverse values of customers, enhancing sales
activities in continental Europe and accelerating thetransition to an EC focused business model. The
significant assumptions also include market growth rates
in the United Kingdom, Europe and United States where
they operate. Although these significant assumptions are
determined using the best estimates and judgments
based on the business plans approved by management
as well as their actual results, they may be affected bychanges in the market environment and involve
uncertainty. Therefore, estimates and judgments made bymanagement have a significant impact on the estimatedrecoverable amount. In addition, the discount rate used to
calculate the recoverable amount requires a high degreeof expertise in valuation for selecting the calculation
method and the input data of significant assumptions.
Based on the above, we identified the valuation of
goodwill as a key audit matter.

Our audit procedures related to the reasonableness of theestimate of the recoverable amount included thefollowing, among others:
1.Evaluate internal control
We evaluated the design and operating effectiveness ofthe controls over the calculation of the recoverable
amount, including significant assumptions. In thisassessment, we focused our testing on controls relevantto the reasonableness of estimated future cash flows.
2.Evaluate the reasonableness of the estimate of therecoverable amountWe read the report related to impairment tests of goodwill
prepared by management. We determined its consistency
with significant assumptions used in the business plansapproved by management. In addition, we inquired ofmanagement regarding the estimate of the recoverable
amount to obtain an understanding of the significant
assumptions and evaluated the reasonableness of theestimate of the recoverable amount by performing thefollowing procedures: We obtained an understanding on various
measures to expand the sales volume throughinquiries of management, compared businessplans for merchandising strategies, sales
activities in continental Europe and the EC
focused business model prepared in prior years
withactualresults,
andevaluatedmanagement’s ability to accurately estimate thefeasibility of increased sales volume.
 We evaluated management’s estimates ofmarket growth rates in the United Kingdom,
Europe and United States where they operated
by comparing them with our own growth rates
forecasts developed using the retail industry
data published by external organizations with theassistance of our valuation specialists.
 We performed sensitivity analyses to assess theimpact of the discount rates on the recoverable
amount. In addition, we evaluated thereasonableness of the method of calculating thediscount rate and compared it with discountrates independently developed using market
data and our own assumptions with theassistance of our valuation specialists.

Other Information
Management is responsible for the other information. Audit & Supervisory Board members and the Audit& Supervisory Board are responsible for overseeing the Directors' execution of duties relating to thedesign and operating effectiveness of the controls over the other information. The other information
comprises the information included in the Annual Securities Report, but does not include theconsolidated financial statements and our auditor’s report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do
not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read theother information and, in doing so, consider whether the other information is materially inconsistent withthe consolidated financial statements or our knowledge obtained in the audit or otherwise appears to bematerially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of thisother information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Audit & Supervisory Board Members and the Audit &Supervisory Board for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial
statements in accordance with IFRS Accounting Standards, and for such internal control as
management determines is necessary to enable the preparation of consolidated financial statementsthat are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing theGroup's ability to continue as a going concern, disclosing, as applicable, matters related to going
concern in accordance with IFRS Accounting Standards.
Audit & Supervisory Board members and the Audit & Supervisory Board are responsible foroverseeing the Directors' execution of duties relating to the design and operating effectiveness of thecontrols over the Group's financial reporting process.
Auditor's Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial
statements as a whole are free from material misstatement, whether due to fraud or error, and to issue
an auditor's report that includes our opinion. Misstatements can arise from fraud or error and areconsidered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with auditing standards generally accepted in Japan, we exercise
professional judgment and maintain professional skepticism throughout the audit. We also:• Identify and assess the risks of material misstatement of the consolidated financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks. The
procedures selected depend on the auditor's judgment. In addition, we obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion.
• Obtain, when performing risk assessment procedures, an understanding of internal control relevantto the audit in order to design audit procedures that are appropriate in the circumstances, but not forthe purpose of expressing an opinion on the effectiveness of the Group's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in our auditor'sreport to the related disclosures in the consolidated financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to
the date of our auditor's report. However, future events or conditions may cause the Group to cease
to continue as a going concern.
• Evaluate whether the overall presentation and disclosures of the consolidated financial statements
are in accordance with IFRS Accounting Standards, as well as the overall presentation, structure
and content of the consolidated financial statements, including the disclosures, and whether the
consolidated financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities orbusiness activities within the Group to express an opinion on the consolidated financial statements.
We are responsible for the direction, supervision and performance of the group audit. We remainsolely responsible for our audit opinion.
We communicate with Audit & Supervisory Board members and the Audit & Supervisory Board
regarding, among other matters, the planned scope and timing of the audit and significant audit findings,
including any significant deficiencies in internal control that we identify during our audit.
We also provide Audit & Supervisory Board members and the Audit & Supervisory Board with astatement that we have complied with relevant ethical requirements regarding independence, andcommunicate with them all relationships and other matters that may reasonably be thought to bear on
our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with Audit & Supervisory Board members and the Audit & Supervisory
Board, we determine those matters that were of most significance in the audit of the consolidated
financial statements of the current period and are therefore the key audit matters. We describe thesematters in our auditor's report unless law or regulation precludes public disclosure about the matter orwhen, in extremely rare circumstances, we determine that a matter should not be communicated in ourreport because the adverse consequences of doing so would reasonably be expected to outweigh the
public interest benefits of such communication.
<Audit of Internal Control>
OpinionPursuant to the second paragraph of Article 193-2 of the Financial Instruments and Exchange Act, wehave audited management's report on internal control over financial reporting of Wacoal Holdings Corp.
as of March 31, 2024.
In our opinion, management's report on internal control over financial reporting referred to above, which
represents that the internal control over financial reporting of Wacoal Holdings Corp. as of March 31,
2024, is effectively maintained, presents fairly, in all material respects, the results of the assessment ofinternal control over financial reporting in accordance with assessment standards for internal control
over financial reporting generally accepted in Japan.
Basis for Opinion
We conducted our internal control audit in accordance with auditing standards for internal control overfinancial reporting generally accepted in Japan. Our responsibilities under those standards are further
described in the Auditor's Responsibilities for the Internal Control Audit section of our report. We are
independent of the Group in accordance with the provisions of the Code of Professional Ethics in Japan,
and we have fulfilled our other ethical responsibilities as auditors. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a basis for our opinion.

Responsibilities of Management and Audit & Supervisory Board Members and the Audit &Supervisory Board for Report on Internal Control
Management is responsible for designing and operating effective internal control over financial reportingand for the preparation and fair presentation of its report on internal control in accordance withassessment standards for internal control over financial reporting generally accepted in Japan. Audit &Supervisory Board members and the Audit & Supervisory Board are responsible for overseeing andverifying the design and operating effectiveness of internal control over financial reporting. There is apossibility that misstatements may not be completely prevented or detected by internal control overfinancial reporting.
Auditor's Responsibilities for the Internal Control Audit
Our objectives are to obtain reasonable assurance about whether management's report on internal
control over financial reporting is free from material misstatement and to issue an auditor's report that
includes our opinion.
As part of an audit in accordance with auditing standards for internal control over financial reporting
generally accepted in Japan, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:• Perform audit procedures to obtain audit evidence regarding the results of the assessment of internal
control over financial reporting in management’s report on internal control. The procedures selected
depend on the auditor's judgment, including the significance of effects on reliability of financial
reporting.
• Examine representations on the scope, procedures and results of the assessment of internal control
over financial reporting made by management, as well as evaluating the overall presentation ofmanagement's report on internal control.
• Obtain sufficient appropriate audit evidence regarding the results of the assessment of internal control
over financial reporting. We are responsible for the direction, supervision and performance of theinternal control audit. We remain solely responsible for our audit opinion.
We communicate with Audit & Supervisory Board members and the Audit & Supervisory Board
regarding, among other matters, the planned scope and timing of the internal control audit, result of
the internal control audit, including any identified material weakness which should be disclosed andthe result of remediation.
We also provide Audit & Supervisory Board members and the Audit & Supervisory Board with astatement that we have complied with relevant ethical requirements regarding independence, andcommunicate with them all relationships and other matters that may reasonably be thought to bear on
our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
<Fee-Related Information>
Fees for audit and other services for the year ended March 31, 2024, which were charged by us andour network firms to the Company and its subsidiaries are disclosed in “(3) Status of Audit” in
Corporate Governance, etc. included in “Information on the Company” of the Annual Securities
Report.
Interest Required to Be Disclosed by the Certified Public Accountants Act of Japan
Our firm and its designated engagement partners do not have any interest in the Group which is
required to be disclosed pursuant to the provisions of the Certified Public Accountants Act of Japan.

Notes to the Readers of Independent Auditor's Report
This is an English translation of the independent auditor's report as required by the Financial
Instruments and Exchange Act of Japan for the conveniences of the reader.

【Cover】【Document Filed】

Internal Control Report (“Naibutosei Hokokusho”)【Applicable Law】

Paragraph 1, Article 24-4-4 of the Financial Instruments and Exchange Act【Filed to】

Director, Kanto Local Finance Bureau【Filing Date】

June 25, 2024

【Company Name】

KABUSHIKI KAISHA WACOAL HOLDINGS【Company Name in English】

WACOAL HOLDINGS CORP.

【Position and Name of Representative】【Position and Name of Chief Financial
Officer】

Masaaki Yajima, Representative Director, President and Corporate Officer of theCompany
Akira Miyagi, Representative Director and Vice President Corporate Officer【Address of Head Office】

29, Nakajima-cho, Kisshoin, Minami-ku, Kyoto【Place Where Available for PublicTokyo Stock Exchange, Inc.

Inspection】(2-1, Nihombashi Kabutocho, Chuo-ku, Tokyo)

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING(TRANSLATION)NOTE TO READERS
Following is an English translation of management's report on internal control over financial reporting ("ICFR") filed
under the Financial Instruments and Exchange Act of Japan. This report is presented merely as supplemental
information.
There are differences between management's assessment of ICFR under the Financial Instruments and Exchange Act("ICFR under FIEA") and one conducted under the attestation standards established by the American Institute ofCertified Public Accountants ("AICPA").
In management's assessment of ICFR under FIEA, there is detailed guidance on the scope of management's
assessment of ICFR, such as quantitative guidance on business unit selection and/or account selection. In
management's assessment of ICFR under the attestation standards established by the AICPA, there is no suchdetailed guidance. Accordingly, based on the quantitative guidance which provides an approximate measure of thescope of the assessment of internal control over business processes, we designated the business units that accounted
for approximately two-thirds of the aggregated sales for the previous fiscal year on a consolidated basis as"significant business units" which should be subject to management's assessment of the process-level controls.
1.【Matters Relating to the Basic Framework for Internal Control over Financial Reporting】
Masaaki Yajima, President and Representative Director, and Akira Miyagi, Representative Director and Vice
President Corporate Officer, are responsible for designing and operating effective ICFR of Wacoal Holdings Corp.
(the "Company"), and have designed and operated ICFR in accordance with the basic framework for internal control
set forth in "On the Revision of the Standards and Practice Standards for Management Assessment and Audit
concerning Internal Control Over Financial Reporting (Council Opinions)" published by the Business Accounting
Council.
The internal control is designed to achieve its objectives to the extent reasonable through the effective function andcombination of its basic elements. Therefore, there is a possibility that misstatements may not be completely
prevented or detected by ICFR.
2.【Matters Relating to Scope of Assessment, the Assessment Date, and Assessment Procedures】
The assessment of ICFR was performed as of March 31, 2024. The assessment was performed in accordance withassessment standards for ICFR generally accepted in Japan.
In conducting this assessment, we evaluated internal controls which may have a material effect on the entire financial
reporting in a consolidation ("company-level controls") and, based on the result of this assessment, we appropriately
selected business processes to be evaluated, analyzed these selected business processes, identified key controls that
may have a material impact on the reliability of our financial reporting, and assessed the design and operation ofthese key controls. These procedures have allowed us to evaluate the effectiveness of the internal controls.
We determined the required scope of the assessment of ICFR for the Company, as well as its consolidated
subsidiaries and equity method associated companies, from the perspective of the materiality that may affect thereliability of our financial reporting. We determined the materiality that may affect the reliability of the financial
reporting taking into account the materiality of quantitative and qualitative impacts. We confirmed that we hadreasonably determined the scope of assessment of internal controls over business processes in light of the results of
the assessment of company-level controls conducted for the Company, its consolidated subsidiaries and equity
method associated companies. We did not include those consolidated subsidiaries and equity method associatedcompanies which do not have any quantitatively or qualitatively material impact on the consolidated financial
statements in the scope of the assessment of company-level controls.

Regarding the scope of assessment of internal control over business processes, we selected business units fortesting as "significant business units," whose combined sales were at least two-thirds of total consolidated sales
for the prior year on a consolidated basis.
At the selected significant business units, we included in the scope of our assessment those business processes
leading to sales or accounts receivable and inventories as significant accounts that may have a material impact
on our business objectives. Further, not only at selected significant business units, but also at other business
units, we added to the scope assessment the following as business processes with greater materiality considering
their impact on financial reporting: (1) those business processes relating to greater likelihood of material
misstatements and significant accounts involving estimates and management's judgment, and (2) those businessprocesses relating to businesses or operations dealing with high-risk transactions.
3.【Matters Relating to the Results of Assessment】
As a result of the assessment above, we concluded that our ICFR was effective as of March 31, 2024.
4.【Supplementary Matters】
Not applicable.
5.【Special Information】
Not applicable.