NOTICE OF THE 74TH ORDINARY GENERAL MEETINGOF SHAREHOLDERS
TO BE HELD IN KYOTO, JAPAN ON JUNE 29, 2022

DATE
TUESDAY, JUNE 29, 2022 AT 10:00 A.M. (RECEPTION WILL OPEN AT 9:00 A.M.)
PLACE
THE HALL ON THE 10TH FLOOR OF THE HEAD OFFICE OF WACOAL HOLDINGSCORP., LOCATED AT 29, NAKAJIMA-CHO, KISSHOIN, MINAMI-KU, KYOTO,
JAPAN
MATTERS TO BE RESOLVEDAGENDA ITEM NO.1:

PARTIAL AMENDMENTS TO THE ARTICLES OFINCORPORATIONAGENDA ITEM NO.2:

ELECTION OF SEVEN DIRECTORSAGENDA ITEM NO.3:

ELECTION OF ONE AUDIT & SUPERVISORY BOARD
MEMBER(This is an English translation of the original notice in the Japanese language dispatched to shareholders inJapan, and may be used solely for reference purposes. In cases where any differences occur between the English
translation and the original Japanese version the Japanese version shall prevail. This translation is subject tochange without notice. Wacoal Holdings Corp., its subsidiaries, and/or its affiliates shall individually or jointly
accept no responsibility or liability for damage or loss caused by any error, inaccuracy, misunderstanding, orchanges with regard to this translation.)

WACOAL HOLDINGS CORP.
(CODE NUMBER: 3591)
KYOTO, JAPANCode Number: 3591
June 3, 2022
TO OUR SHAREHOLDERSWACOAL HOLDINGS CORP.
29, Nakajima-cho
Kisshoin, Minami-ku
Kyoto, Japan
Hironobu Yasuhara
Representative Director, President and Corporate
Officer
NOTICE OF THE 74TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
This is to inform you that the 74th ordinary general meeting of shareholders of Wacoal Holdings Corp.
(the “Company” or “we") will be held as described below.
You are cordially invited to attend the meeting.
IF YOU ARE UNABLE TO ATTEND THE MEETING, WE WOULD LIKE TO REQUEST THATYOU CAREFULLY EXAMINE THE REFERENCE MATERIALS SET FORTH BELOW AND MAIL OR
CAST YOUR BALLOT ONLINE SHOWING YOUR CONSENT OR DISSENT SO THAT WE RECEIVE IT
NO LATER THAN JUNE 28, 2022 (TUESDAY) at 5:30 p.m.
Particulars
1.

Date:

Wednesday, June 29, 2022 at 10:00 a.m. (Reception will open at 9:00 a.m.)

2.

Place:The hall on the 10th floor of the Head Office of Wacoal Holdings Corp., located at
29, Nakajima-cho, Kisshoin, Minami-ku, Kyoto, Japan (on the west side of Nishi-Oji
Station on the JR line)

3.

Purpose of the Meeting:
Matters to be reported:
1.

Presentation of the Business Report, Consolidated Financial Statements, and Audit Reports of the
Independent Auditor and the Audit & Supervisory Board for the Consolidated Financial
Statements for the 74th fiscal year from April 1, 2021 through March 31, 2022

2.

Presentation of the Non-Consolidated Financial Statements for the 74th fiscal year from April 1,
2021 through March 31, 2022

Matters to be resolved:
Agenda Item No. 1:

Partial Amendments to the Articles of Incorporation

Agenda Item No. 2:

Election of Seven Directors

Agenda Item No. 3:

Election of One Audit & Supervisory Board Member-1-**********
1.

The “Consolidated Statement of Equity,” “Notes to the Consolidated Financial Statements,” “NonConsolidated Statement of Changes in Net Asset,” and the “Notes to the Non-Consolidated Financial
Statements” are not included in this Notice as attachments, but are provided and posted on the
Company’s website(*) pursuant to the provisions of the applicable laws and regulations and Article 15
of our Articles of Incorporation.
The consolidated financial statements and the non-consolidated financial statements audited by the
Audit & Supervisory Board Members and the Independent Auditor include the “Consolidated
Statement of Equity,” “Notes to the Consolidated Financial Statements,” “Non-Consolidated Statementof Changes in Net Asset,” and the “Notes to the Non-Consolidated Financial Statements” that are
posted on the Company’s website(*), in addition to the matters stated in this Notice as attachments.

2.

Any amendments to the reference materials, Business Report, Non-Consolidated Financial Statements
and Consolidated Financial Statements will be posted and announced on the Company’s website(*).

3.

We will not send shareholders a notice concerning the results of resolutions at this General Meeting of
Shareholders. Such results will be posted and announced on the Company’s website(*) after the
General Meeting of Shareholders.
(*) Company’s website: https://www.wacoalholdings.jp/ir/general_meeting/.

-2-

REFERENCE MATERIALS
Agenda and Reference Matters
Agenda Item No. 1:
1.

Partial Amendments to the Articles of Incorporation

Reasons for the amendments
The amended provisions in the proviso of Article 1 of the Supplementary Provisions of the “ActPartially Amending the Companies Act” (Act No. 70 of 2019) will come into effect on September 1,
2022, and will introduce a system for the electronic provision of materials for the general meeting ofshareholders. The Company proposes the following amendments to the Articles of Incorporation inorder to introduce a system for the electronic provision of such materials.

2.

(1)

The introduction of Paragraph 1 of Article 15 which prescribes that the Company shall takemeasures to provide information contained in the reference materials for the general meeting ofshareholders in electronic format.

(2)

The introduction of Paragraph 2 of Article 15 which stipulates new provisions to limit the scopeof matters to be included in the documents to be physically delivered to shareholders at therequest of shareholders.

(3)

The deletion of the current provisions of Article 15 of the Articles of Incorporation titled“Internet Disclosure and Deemed Delivery of Reference Materials etc. for General Meeting of
Shareholders” as this Article will be no longer necessary.

(4)

The introduction of supplementary provisions concerning the effective date and other details of
the proposed introductions and deletions above.

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

Proposed Amendments

Article 15. Internet Disclosure and Deemed
Delivery of Reference Materials etc. for General
Meeting of Shareholders(Deleted)

The Company may, for the purpose of
convocation of a General Meeting of Shareholders,deem that it has delivered to the shareholders theinformation to be stated or indicated in the referencematerials for the General Meeting of Shareholders,business reports, financial statements andconsolidated financial statements by disclosing suchinformation using the Internet as provided by law andregulation.

(New)

Article 15. Measures to Provide Information inElectronic Format
1. The Company shall, for the purpose of
convocation of a General Meeting of
Shareholders, take measures to provide
information contained in the reference materials
for the General Meeting of Shareholders inelectronic format.
2. The Company may choose not to include in the
documents to be delivered to shareholders who
have requested delivery of the documents by the-3-Current Provision

Proposed Amendments
record date of the voting rights, all or part of thematters for which the Company provides inelectronic format as provided by law andregulation.
SUPPLEMENTARY PROVISIONS(New)

Article 1
1. The amendment to Article 15 of the Articles ofIncorporation shall take effect on September 1,
2022 (the “Enforcement Date”), the date ofenforcement of the amended provisions in theproviso of Article 1 of the Supplementary
Provisions of the “Act Partially Amending theCompanies Act” (Act No. 70 of 2019).
2. Notwithstanding the preceding paragraph, theexisting Article 15 (Internet Disclosure andDeemed Delivery of Reference Materials etc. for
General Meeting of Shareholders) of the Articles
of Incorporation shall remain in force with respect
to the General Meeting of Shareholders to be held
within six months from the Enforcement Date.
3. This Article shall be deleted on the later of either
after (i) the date on which six months have passed
since the Enforcement Date, or (ii) the date on
which three months have passed since the date
which the General Meeting of Shareholders in thepreceding paragraph is held.

-4-

Agenda Item No. 2:

Election of Seven Directors

The terms of office of seven (7) Directors, Mr. Yoshikata Tsukamoto, Mr. Hironobu Yasuhara, Mr.
Tomoyasu Ito, Mr. Akira Miyagi, Ms. Madoka Mayuzumi, Mr. Shigeru Saito and Mr. Tsunehiko Iwai, will
expire at the conclusion of this Meeting. It is therefore proposed that seven (7) Directors be elected.
The candidates for Director are nominated based on the list submitted by the Executive Nomination
Advisory Committee, which is chaired by our Independent Outside Director, pursuant to the “Criteria for
Appointment and Removal of Officers” (please see page 11 of this Notice). Also, the candidates for the Outside
Director meet the “Criteria for Appointment of Outside Officers (to ensure independence) ” (please see pages 11
and 12 of this Notice).
The candidates for Director are as follows:
Candidate #Current Position held at the Company

Name

Meeting AttendanceReelection

Hironobu Yasuhara

Representative Director, President andCorporate Officer; Member of Executive
Nomination Advisory Committee

14/14

Reelection

Tomoyasu Ito

Director and Vice President Corporate Officer;
Member of Corporate Ethics and Risk
Management Committee;
Chair of Sustainability Committee

14/14

Reelection

Akira Miyagi

Director and Managing Corporate Officer; Member of
Executive Nomination Advisory Committee andExecutive Compensation Advisory Committee; Chairof Corporate Ethics and Risk Management Committee;
Member of Sustainability Committee

New
Election

Masaaki Yajima

Member of Corporate Ethics and Risk
Management Committee, and Sustainability
Committee

ReReelection
election

MadokaMayuzumi

Reelection

Shigeru
Saito

Reelection

Tsunehiko
Iwai

Independent Officer
Outside Director

Independent Officer
Outside Director

Independent Officer
Outside Director

-5-

14/14

Outside Director; Member of Executive
Nomination Advisory Committee and Executive
Compensation Advisory Committee

14/14

Outside Director; Member of Executive
Nomination Advisory Committee and Executive
Compensation Advisory Committee

14/14

Outside Director; Chair of Executive
Nomination Advisory Committee and Executive
Compensation Advisory Committee

14/14

Candidate No.

1

Hironobu Yasuhara
December 28, 1951 (70 years old)

Reelection

Company Shares Owned by the Candidate
18,000 shares
Tenure of Office
11 years (at the conclusion of this Meeting)Board of Directors Meeting Attendance during theCurrent Fiscal Year
14/14 (100%)Career summary, position and areas of responsibility
March 1975
Joined the Company
April 1997
Appointed President of Wacoal China Co., Ltd.
April 2005
Appointed Corporate Officer, General Manager of Wing-Brand
Operations of the Company
June 2006
Appointed Director and Managing Corporate Officer, General
Manager of Wing-Brand Operations of Wacoal Corp.
April 2010
Appointed Director and Senior Managing Corporate Officer, andGeneral Manager of Wacoal-Brand Operations of Wacoal Corp.
April 2011
Appointed Representative Director, President and Corporate Officer of
Wacoal Corp.
June 2011
Appointed Director of the Company
June 2013
Appointed Senior Managing Director of the Company
June 2016
Appointed Director and Vice President of the Company
April 2018
Appointed Representative Director and Chairman of Wacoal Corp.
June 2018
Appointed Representative Director and President of the Company
April 2020
Appointed Representative Director, President and Corporate Officer of
the Company (acting)Reasons for nomination as Director
Mr. Yasuhara has extensive experience in the sales
division of Wacoal Corp., our core operating entity, hasserved as Representative Director and President andRepresentative Director and Chairman of Wacoal Corp.
for the period from April 2011 to March 2021, and has
been in charge of the management as Representative
Director and President of the Company from June 2018.
We believe that he is qualified to serve as a Director of
the Company, and therefore request that Mr. Yasuharacontinue to be elected as a Director.
Status of significant concurrent positions
None.
Conflicts of interest with the Company
There is no conflict of interest between Mr. Yasuhara
and the Company.

Candidate No.

2Tomoyasu Ito
January 18, 1960 (62 years old)

Reelection

Company Shares Owned by the Candidate
7,900 shares
Tenure of Office
2 years (at the conclusion of this Meeting)Board of Directors Meeting Attendance during theCurrent Fiscal Year
14/14 (100%)Career summary, position and areas of responsibility
April 1983
Joined the Company
April 2006
Appointed General Manager of Sales Planning Supervisory Division,Wacoal-Brand Operations of Wacoal Corp.
April 2007
Appointed Representative Director and President of Studio Five Corp.
April 2011
Appointed General Manager of Innerwear Merchandising Supervisory
Division, Wacoal-Brand Operations of Wacoal Corp.
April 2014
Appointed Director, Corporate Officer, Head of Wacoal-Brand
Operations of Wacoal Corp.
April 2015
Appointed Director, Managing Corporate Officer, Head of WacoalBrand Operations of Wacoal Corp.
April 2016
Appointed Director, Senior Managing Corporate Officer, Head of
Wacoal-Brand Operations of Wacoal Corp.
April 2018
Appointed Representative Director, President and Corporate Officer of
Wacoal Corp. (acting)
April 2020
Appointed Vice President Corporate Officer
June 2020
Appointed Director and Vice President Corporate Officer (acting)-6-

Reasons for nomination as Director
Mr. Ito has extensive experience in the sales division of
Wacoal Corp., our core operating entity, and has been in
charge of the management as Representative Director
and President of Wacoal Corp. since April 2018 and as
Director and Vice President of the Company since June
2020. We believe that he is qualified to serve as a
Director of the Company, and therefore request that Mr.
Ito continue to be elected as a Director.
Status of significant concurrent positions
Representative Director, President and Corporate
Officer of Wacoal Corp.
Conflicts of interest with the Company
There is no conflict of interest between Mr. Ito and theCompany.

Candidate No.

3

Akira Miyagi
October 18, 1960 (61 years old)

Re-election

Company Shares Owned by the Candidate
6,000 shares
Tenure of Office
4 years (at the conclusion of this Meeting)Board of Directors Meeting Attendance during theCurrent Fiscal Year
14/14 (100%)Career summary, position and areas of responsibility
March 1984
Joined the Company
October 2007
Appointed Manager of Business Management and Administration of
Wacoal-Brand Operations of Wacoal Corp.
April 2011
Appointed Director and Deputy General Manager of Wacoal China
Co., Ltd.
April 2014
Appointed General Manager of Corporate Planning of the Company
April 2017
Appointed Corporate Officer of Wacoal Corp.
June 2018
Appointed Director and General Manager of Corporate Planning of theCompany
June 2019
Appointed Managing Director and General Manager of Corporate
Planning of the Company
April 2020
Appointed Director and Managing Corporate Officer in charge ofGroup Finance of the Company
June 2021
Appointed Director and Managing Corporate Officer in charge ofGroup Business Management (acting)Reasons for nomination as Director
Mr. Miyagi has extensive experience and expertise in
the administrative divisions (particularly in theadministration division and corporate planning division)of the Company and Wacoal Corp., our core operating
entity, and also has been serving as a Director of theCompany since June 2018, in charge of corporate
planning and finance. We believe that he is qualified toserve as a Director of the Company, and therefore
request that Mr. Miyagi continue to be elected as a
Director.
Status of significant concurrent positions
None.
Conflicts of interest with the Company
There is no conflict of interest between Mr. Miyagi and
the Company.

Candidate No.

4

Masaaki Yajima

Company Shares Owned by the Candidate
4,800 shares

September 30, 1960 (61 years old)
New
Election

Career summary, position and areas of responsibility
March 1984
Joined the Company
June 2004
Appointed Director and President, Wacoal International Hong Kong
Co., Ltd.
April 2007
Appointed Leader of Sales Group, International Headquarters, Wacoal
Corp.
September 2008
Appointed Director and Deputy General Manager, Wacoal China Co.,Ltd.
April 2009
Appointed Director and General Manager, Wacoal China Co., Ltd.
April 2011
Appointed Corporate Officer, Wacoal Corp.
April 2015
Appointed Corporate Officer and General Manager of Technology &Production Division, Wacoal Corp.
April 2016
Appointed Director, Corporate Officer and General Manager ofTechnology & Production Division, Wacoal Corp.
April 2018
Appointed Director, Managing Corporate Officer and General
Manager of Wholesale Division, Wacoal Corp.
April 2021
Appointed Director, Managing Corporate Officer and General
Manager of Global Division, Wacoal Corp.
April 2022
Appointed Director and Managing Corporate Officer, Wacoal Corp.
(acting)
April 2022
Appointed General Manager of Global Division of the Company(acting)-7-

Reasons for nomination as Director
Mr. Yajima has extensive experience and expertise in
the technology & production, sales and global divisionsof Wacoal Corp., our core operating entity. We believethat he is qualified to serve as a Director of theCompany, and therefore request that Mr. Yajima beelected as a Director.
Status of significant concurrent positions
None.
Conflicts of interest with the Company
There is no conflict of interest between Mr. Yajima andthe Company.

Candidate No.

5
Re-election

Madoka Mayuzumi
July 31, 1962 (59 years old)
Independent
Officer

OutsideDirector

Company Shares Owned by the Candidate
0 shareTenure of Office
7 years (at the conclusion of this Meeting)Board of Directors Meeting Attendance during theCurrent Fiscal Year
14/14 (100%)Career summary, position and areas of responsibility
August 1996
January 2001
December 2004
April 2010
May 2013
April 2014
April 2014
June 2015

Launched and organized monthly haiku magazine Gekkan Hepburn
Member of “National Language Subdivision” of Council for Cultural
Affairs, Ministry of Education, Culture, Sports, Science andTechnology
Member of “Council for the Promotion of Cultural Diplomacy,”
Cabinet Secretariat“Japan Cultural Envoy” appointed by the Agency for Cultural Affairs
Member of “Forum to Realize culture and Arts-Oriented Nation” heldby Minister of Education, Culture, Sports, Science and Technology
Member of “Cultural Policy Subdivision” of Council for Cultural
Affairs, Ministry of Education, Culture, Sports, Science andTechnology
Appointed Advisor of the Company
Appointed Outside Director of the Company (acting)Reasons for nomination as Outside Director andoverview of expected roles
Although Ms. Mayuzumi has never been directly
involved in company management other than serving asan outside director in the past, she plays an active role in
the field of arts and culture in Japan and overseas, andpossesses extensive knowledge, which we believe willcontribute to the management of the Company in amanner that respects diversity, including promotion of
D&I and human resource development for women andother minorities . She also provides valuable opinions
and advices from her perspective as a consumer and awoman. We expect that she will provide advice thatwill contribute to enhance our corporate value andstrengthen oversight over the Company. We therefore
request that Ms. Mayuzumi continue to be elected as an
Outside Director.

Status of significant concurrent positions
Visiting Professor at Kitazato University; Visiting Professor at Showa Women’s University, Faculty of Humanities and Culture, Department of Japanese
Language and Literature; Visiting Professor at Kyoto Tachibana University, Faculty of Humanities, Department of Japanese Language and Literature; Trustee ofEast Japan Railway Culture Foundation
Conflicts of interest with the Company
Ms. Mayuzumi has provided lecture for haiku classes at Wacoal Study Hall Kyoto, which is hosted by our business company, Wacoal Corp., from January 2017
until December 2017, but not after 2018. The amount of annual compensation for such services was less than 1 million yen and there is no other conflict ofinterest between Ms. Mayuzumi and the Company. From April 2014 to June 2015, before Ms. Mayuzumi was appointed as an Outside Director, she provided
advice related to social challenges and educational training for employees of the Company and Wacoal Corp. while serving as Advisor of the Company. The
amount of compensation for such services was less than 4 million yen and there is no concern with respect to her independence.

Candidate No.

6
Re-election

Shigeru Saito
January 26, 1957 (65 years old)
Independent
Officer

OutsideDirector

Company Shares Owned by the Candidate
1,700 shares
Tenure of Office
5 years (at the conclusion of this Meeting)Board of Directors Meeting Attendance during theCurrent Fiscal Year
14/14 (100%)Career summary, position and areas of responsibility
November 1979
Joined TOSE CO., LTD.
Appointed General Manager of Development Department
October 1985
Appointed Director of TOSE CO., LTD.
February 1987
Appointed Representative Director and President of TOSE CO., LTD.
September 2004
Appointed Representative Director and President, and CEO of TOSE
CO., LTD.
December 2015
Appointed Representative Director and Chairman, and CEO of TOSE
CO., LTD. (acting)June 2017
Appointed Outside Director of the Company (acting)Reasons for nomination as Outside Director andoverview of expected roles
Mr. Saito is currently the Representative Director andChairman of a software development firm which
operates globally and Outside Director of anothercompany. His extensive knowledge and insight as acompany manager enable him to contribute to the
management of the Company. Ms. Saito also has
expertise in the IT area and gives valuable opinions andadvice regarding the digital transformation strategies of
the Company. We expect that he will provide advice
that will contribute to enhance our corporate value andstrengthen oversight over the Company. We therefore
request that Mr. Saito continue to be elected as an
Outside Director.

Status of significant concurrent positions
Representative Director and Chairman, CEO of TOSE CO., Ltd.;
Outside Director of SCREEN Holdings Co., Ltd.
Conflicts of interest with the Company
The amount of transactions between TOSE CO., Ltd. group and our group during the current fiscal year was less than 0.1% of consolidated sales for each group,and there is no concern with respect to his independence.

-8-

Candidate No.

7
Re-election

Company Shares Owned by the Candidate

Tsunehiko Iwai
May 28, 1953 (69 years old)

Independent
Officer

OutsideDirector

0 shareTenure of Office
4 years (at the conclusion of this Meeting)Board of Directors Meeting Attendance during theCurrent Fiscal Year
14/14 (100%)Career summary, position and areas of responsibility
April 1979
Joined Shiseido Co., Ltd.
April 2002
Appointed General Manager of Product Commercialization, Planning
Department, Shiseido Co., Ltd.
April 2008
Appointed Corporate Officer, General Manager of Technical
Department, Shiseido Co., Ltd.
June 2014
Appointed Director, Corporate Executive Officer in charge of
Research & Development, Production and Technical Affairs, ShiseidoCo., Ltd.
January 2016
Appointed Representative Director, Executive Vice President Chief
Technology & Innovation Officer, Shiseido Co., Ltd.
March 2018
Appointed Senior Advisor, Shiseido Co., Ltd.
June 2018
Appointed Outside Director of the Company (acting)
April 2022
Appointed Outside Director, Cross Plus Inc. (acting)Reasons for nomination as Outside Director andoverview of expected roles
Mr. Iwai served as the Representative Director of acosmetics manufacturer and distributer which operated
globally. Mr. Iwai’s extensive knowledge and insight asa company manager, as well as his expertise on research& development, production and technology enable him
to contribute to the management of the Company. He
also provides valuable opinions and advice based on his
knowledge on compliance or sustainable management
and knowledge acquired at a company which “pursues
beauty” like our Company. He also serves as the Chairof both the Executive Nomination Advisory Committee
and the Executive Compensation Advisory Committee.
We expect that he will provide advice that willcontribute to enhance our corporate value andstrengthen oversight over the Company. We therefore
request that Mr. Iwai continue to be elected as an
Outside Director.

Status of significant concurrent positions
Outside Director of Cross Plus Inc.
Conflicts of interest with the Company
There is no conflict of interest between Mr. Iwai and the Company.

(Notes)1.
Mr. Yajima currently serves as the Director and Managing Corporate Officer of Wacoal Corp., and is scheduled to retire from such position as of June 21,2022.
2
Ms. Madoka Mayuzumi, Mr. Shigeru Saito and Mr. Tsunehiko Iwai have been notified to the Tokyo Stock Exchange as our independent officers, pursuant
to the rules of the Tokyo Stock Exchange. If their reelection is approved at this Meeting, we plan to continue to designate them as our independent
officers.
3.
Pursuant to the provisions of Paragraph 1, Article 427 of the Companies Act and Article 28 of Articles of Incorporation of the Company, the Company has
executed an agreement with each of Ms. Madoka Mayuzumi, Mr. Shigeru Saito and Mr. Tsunehiko Iwai to limit their liabilities for damages as stipulated
in Paragraph 1, Article 423 of the Companies Act. The maximum amount of liability under such agreement is the minimum liability amount as provided
by law. If their reelection is approved at this Meeting, we plan to continue the limitation of liability agreement with them.
4.
The Company maintains directors’ and officers’ liabilities insurance as stipulated in the provisions of Paragraph 1, Article 430-3 of the Companies Act
with an insurance company for the benefit of our Directors and Audit & Supervisory Board Members and is planning to renew the insurance policy. The
purpose of the insurance policy is to cover the insured persons for losses arising from legal fees and litigation expenses as a result of claims for damages
due to the Company’s indemnification obligations, shareholder derivative actions or proceedings brought by third parties. If the election of the candidates
as Directors is approved, these candidates will be included in the insurance policy as insured persons. The damages less than the deductible under the
insurance policy will not be covered. In addition, coverage under the insurance policy is excluded for certain conduct such as an officer’s conduct for
illegal personal gain, criminal act or violation of law. Insurance premiums will be borne by the Company (and none by the insured persons) including
under special clauses.

-9-Agenda Item No. 3:

Election of One Audit & Supervisory Board Member

The term of office of one (1) Audit & Supervisory Board Member, Mr. Minoru Shimada, will expire at
the conclusion of this Meeting. Accordingly, the election of one (1) Audit & Supervisory Board Member has
been proposed.
The submission of this agenda item has been approved by the Audit & Supervisory Board.
The candidate for Audit & Supervisory Board Member is nominated pursuant to the “Criteria for
Appointment and Removal of Officers” (please see page 11 of this Notice). Also, the candidate for Audit &Supervisory Board Member meets the “Criteria for Appointment of Outside Officers (to ensure independence)”(please see pages 11 and 12 of this Notice).
The candidate for Audit & Supervisory Board Member is as follows:

Company Shares Owned by the Candidate
2,100 shares

Minoru Shimada
February 22, 1955 (67 years old)
Re-election

Independent
Officer

OutsideDirector

Tenure of Office
4 years (at the conclusion of this Meeting)Board of Directors Meeting Attendance during theCurrent Fiscal Year
14/14 (100%)
Audit & Supervisory Board Meeting Attendance
during the Current Fiscal Year
15/15 (100%)Career summary, position and areas of responsibility
April 1977
June 2004
May 2005
April 2008
June 2010
June 2011
June 2012
June 2012
June 2018
June 2018
June 2020

Joined The Bank of Tokyo, Ltd. (current “MUFG Bank, Ltd.”)
Appointed Corporate Officer, General Manager of Corporate Banking
Group No. 1, Corporate Banking Division No. 4, The Bank of Tokyo
Mitsubishi, Ltd. (current “MUFG Bank, Ltd.”)
Appointed Corporate Officer, Manager of New York Branch, The
Bank of Tokyo Mitsubishi, Ltd. (current “MUFG Bank, Ltd.”)
Appointed Managing Corporate Officer, General Manager ofCorporate Banking Group, Nagoya Branch, The Bank of TokyoMitsubishi UFJ, Ltd. (current “MUFG Bank, Ltd.”)
Appointed Representative Director and Vice President, SOTSU
CORPORATION
Appointed Representative Director and President, NAIGAI
Construction Co., Ltd.
Appointed Representative Director and President, SOTSU
CORPORATION
Appointed Representative Director and President, Sotsu Amenity
Service Corporation
Appointed Director and Chairman, SOTSU CORPORATION
Appointed Outside Director of the Company (acting)Appointed Full-time Advisor, SOTSU CORPORATION (acting)Reasons for nomination as Outside Audit & Supervisory
Board Member
Mr. Shimada has been conducting the audit of theCompany using his extensive experience at global
financial institutions, including overseas posting, andinsight as a company manager. We hope that we willcontribute to the improvement of the Company’s audit
system through his knowledge and experience andtherefore request that Mr. Shimada continue to beelected as an Outside Audit & Supervisory Board
Member.
Status of significant concurrent positions
Full-time Advisor of SOTSU CORPORATION
Conflicts of interest with the Company
Until June 2010, Mr. Shimada held a position to executebusiness at The Bank of Tokyo-Mitsubishi UFJ, Ltd.
(current “MUFG Bank, Ltd.”), a major shareholder andlender of the Company. It has been 12 years since hehas retired from said Bank as an executor andaccordingly, there is no concern with respect to his
independence.

(Notes)1.
Mr. Shimada has been notified to the Tokyo Stock Exchange as our independent officer, pursuant to the rules of the Tokyo Stock Exchange. If his
reelection is approved at this Meeting, we plan to continue to designate him as our independent officer.
2.
Pursuant to the provisions of Paragraph 1, Article 427 of the Companies Act and Article 36 of Articles of Incorporation of the Company, the Company has
executed an agreement with Mr. Shimada to limit his liabilities for damages as stipulated in Paragraph 1, Article 423 of the Companies Act. The
maximum amount of liability under such agreement is the minimum liability amount as provided by law. If his reelection is approved at this Meeting, weplan to continue the limitation of liability agreement with him.
3.
The Company maintains directors’ and officers’ liabilities insurance as stipulated in the provisions of Paragraph 1, Article 430-3 of the Companies Act
with an insurance company for the benefit of our Directors and Audit & Supervisory Board Members and is planning to renew the insurance policy. The
purpose of the insurance policy is to cover the insured persons for losses arising from legal fees and litigation expenses as a result of claims for damages
due to the Company’s indemnification obligations, shareholder derivative actions or proceedings brought by third parties. If the election of the candidate
as Audit & Supervisory Board Member is approved, such candidate will be included in the insurance policy as insured person. The damages less than the
deductible under the insurance policy will not be covered. In addition, coverage under the insurance policy is excluded for certain conduct such as an
officer’s conduct for illegal personal gain, criminal act or violation of law. Insurance premiums will be borne by the Company (and none by the insured
persons) including under special clauses.

- 10 -

REFERENCE
Appointment of Candidates for Directors and Audit & Supervisory Board Members<Criteria for Appointment and Removal of Officers>
Wacoal Holdings Corp. (the “Company”) follows the following criteria for the appointment andremoval of Directors and Audit & Supervisory Board Members (collectively, the “Officers”).

1.
2.
3.

4.

5.
6.


1.
2.

Criteria for Appointment
A candidate with superior character and knowledge who is mentally and physically healthy;
A candidate who has a law-abiding spirit;
A candidate who has comprehensive experience in business operation, company management, the legal
community, administration, accounting, education or culture and art and upon re-appointment, his/hermanagement performance and contribution to the group management during the term of office shall beconsidered;At least 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 Appointment of Outside Officers (to ensure
independence)” separately prescribed by the Company;
With respect to Outside Officers, a candidate who is not currently holding a position as an officer of 4 ormore listed companies; andA candidate whose appointment to the Board of Directors or the Audit & Supervisory Board contributes tobalanced knowledge, experience and expertise, and ensures diversity such as gender, global awareness,career background and age.
Criteria for Removal
If an officer acts against public policy; orIf an officer is neglecting its duties and deemed to be failing to fulfill its duties.

<Criteria for Appointment of Outside Officers (to ensure independence)>
The Company believes that Outside Directors and Outside Audit & Supervisory Board Members(collectively, the “Outside Officers”) should maintain independence so that they do not cause any conflict ofinterest with general shareholders. From this perspective, the Company appoints candidates for Outside Officer
who do not fall under any of the following categories:
1.

2.

3.

Has held a position to execute business(*) at the Company and any of its consolidated subsidiaries(collectively, “Wacoal Group”) in the past;*A person holding a position to execute business shall mean an executive director, executive officer andother employee who is in an equivalent position.
Is a major shareholder holding the shares of the Company under its own name or another name whose
percentage of voting rights is equal to or higher than 5% (in case such major shareholder is a legal entity or
an association such as general partnership (the “Entities”), a candidate who holds a position to executebusiness at such Entities);
A candidate who:
(1) is a major client of Wacoal Group or who considers Wacoal Group as a major client of the candidate(in case such candidate is an Entity, a candidate who holds a position to execute business at such
Entity)(*);(2) is a major lender of Wacoal Group (in case such lender is an Entity, a candidate who holds a position to
execute business at such Entity)(**);(3) holds a position to execute business as a lead manager with respect to the Company’s capital markets
matters;(4) holds a position to execute business at any Entity in which Wacoal Group holds shares with apercentage of voting rights equal to or higher than 5%;*A major client shall mean a supplier or purchaser of Wacoal Group whose average amount oftransactions in the last 3 years exceeded 2% of the consolidated net sales of Wacoal Group or those of
the supplier or purchaser.
**A major lender shall mean a financial institution or an individual who provides loans to Wacoal
Group and whose average amount of outstanding loans in the last 3 years exceeded 2% of theconsolidated total assets of the Company or those of such lender.
- 11 -

4.
5.

A certified public accountant who works at an audit firm that is the Accounting Auditor of Wacoal Group;
Any legal counsel, accountant, tax accountant, patent attorney, consultant or other expert who receives alarge amount(*) of money or other property from Wacoal Group (in case such candidate is an Entity, an
expert who works at such Entity);*A large amount shall mean that the average annual amount of compensation payable for the duties
performed by the expert in the last 3 years exceeded 10,000,000 yen, whether such expert as an individualor the organization to which such expert belongs provides services to Wacoal Group.
6. Anyone who receives a large amount(*) of donations from Wacoal Group (in case such candidate is an
Entity, a candidate who holds a position to execute business at such Entity);* A large amount shall mean that the average annual amount of donation in the last 3 years exceeded
10,000,000 yen;
7. A person who executes business at another company which has an outside officer from the Company;
8. A spouse or second-degree relative of a person who materially falls under any of the items under 1 through7 above (but limited to a significant person(*));*A significant person shall mean (i) a member or other person who is in an equivalent position in case of acertified public accountant who belongs to an audit firm or an accounting firm, a partner or other person
who is in an equivalent position in case of a lawyer who belongs to a law firm, and a person who is in an
equivalent position in case of another expert who belongs to an Entity, and (ii) an executive director,
executive officer, corporate officer, an employee who is in a position of senior management (i.e., a generalmanager or higher level) in case of a person who executes business at an Entity, and an executive holding atitle such as trustee, councilor and auditor, as well as any other person who is objectively and reasonably
deemed to have equal significance as any of the above;
9. A candidate who used to fall under any of the items under 2 through 8 above during the past three years;
and
10. A candidate who is deemed to be subject to special circumstances under which a possible conflict ofinterest with general shareholders of the Company may arise.
It should be noted, however, that a candidate who falls under any of the items under 2 through 9 above,
but who fulfills the requirements of an outside officer under the Companies Act, may under exceptional
circumstances become a candidate for an Outside Officer if the Company deems it appropriate for suchcandidate to be appointed as an Outside Officer and if the Company describes its reasons for making suchjudgement.
<Skills Matrix for Elected Directors and Audit & Supervisory Board Members>(assuming Agenda Items No. 2 and No. 3 are approved)
Wacoal Group is a global enterprise with its focus on innerwear business (primarily women’s). As a
holding company, we have established a sound and transparent governance/internal controls to govern the entire
group.
We are a company with a board of auditors, and our Board of Directors makes important businessdecisions and supervises our Directors’ execution of their duties. In order for our Board of Directors to properly
fulfill its role, we believe it is important for the Board of Directors to be equipped with the necessary skills
based on the business and the governance structure of Wacoal Group.
Directors
Candidate
No.

Name

●Male
●FemaleIndependence(for outside
officer only)

Company
Management(Experienceand Insight)

Legal/
Compliance

Hironobu●●
Yasuhara
Tomoyasu
2
●
●
Ito
Akira
3
●
●
●
Miyagi
Masaaki
4●●
YajimaMadoka5●●
Mayuzumi
Shigeru
6
●
●
●
Saito
Tsunehiko
7
●
●
●
●
Iwai
*The above list does not cover the entire knowledge and experience of the candidates.

Knowledge and Experience expected by the Company(*)
Human
Sustainability
Finance/Resource/
GlobalDiversity &Accounting
Organizational
Awareness
InclusionDevelopment

1

Name

●Male

DigitalTransformation

●
●
●

●
●

●

●

●

●

●

●

●

Knowledge and Experience expected by the Company(*)- 12 -●●●

Independence

Technology/
Production
Quality
Control●●●Marketing●(Audit &Supervisory
Board
Members)
CandidateNo.

●Female(for outside
officer only)

Company
Management(Experienceand Insight)

Legal/
Compliance

Finance/
Accounting

Shinichi●●●
Kitagawa
Katsuhiro●●
Okamoto
Hiroshi●●●Shirai
Mitsuhiro●●●
Hamamoto
Minoru○●●●●Shimada*The above list does not cover the entire knowledge and experience of the candidates.
*The above list includes the current Audit & Supervisory Board Members who are not candidates.
-- 13 -

Sustainability
Diversity&Including

Human
Resource/
Organizational
Development

GlobalAwareness●

DigitalTransformationMarketingTechnology/
Production
Quality
Control

●
●

●

●
●
●

●

Policy on Cross-Shareholdings
In order to enhance our medium to long-term corporate value, we may hold cross-shareholdings inother listed companies including our business and financial partners which we deem to establish, maintain andenhance transactional relationships, promote cooperation for business expansion and contribute to stablefinancial operations. We examine and analyze whether the purpose of a cross-shareholding is appropriate froma medium to long-term perspective and whether the benefits and risks of the cross-shareholding are appropriate
in terms of capital cost, and periodically report the results to the Board of Directors. Based on the reported
results, the Board of Directors assesses whether such cross-shareholding contributes to the enhancement of our
medium to long-term corporate value and decides whether to maintain or dispose of the cross-shareholding. If
any of our cross-shareholdings loses its value based on the purpose therefor, we dispose of and reduce suchcross-shareholding as appropriate after taking in consideration the circumstances of the issuer.
Under the current medium-term management plan (from April 2020 to March 2022), we have decided
to reduce our overall cross-shareholdings by 30% (over 20 billion yen at market value as of March 2019) by theend of March 2022 to improve capital efficiency. During the term of this medium-term management plan, we
have sold a cumulative total of 37 stocks (of which some stocks were partially sold) amounting to 19.7 billion
yen (at market value as of March 2019), closely in line with our target.
Status of Cross Shareholdings (Wacoal Corp.’s cross shareholdings shown here as Wacoal Corp. has the largest
balance sheet amount of investment stocks (recorded amount of investment stocks)
Category
Number of stocks
Total balance sheet amount(Millions of yen)
Ratio to consolidated net assets

Fiscal year ended March 31
2020
2021
86
75

2019
98

2022
65

60,83742,17350,11446,000

27.5%

20.1%

22.9%

20.3%

When exercising voting rights of shares in our cross-shareholdings, we determine whether or not tovote in favor of agenda items after closely examining and analyzing comprehensively whether the relevant
agenda item would contribute to the enhancement of the issuer’s and our corporate value, while fully respecting
each issuer’s management policy.

- 14 -

Status of Corporate Governance System<Outline of Corporate Governance System>
The basic policy and purpose of our group’s corporate governance is to continuously enhance ourcorporate value by increasing transparency and securing the fairness and independence of our corporate
management from the perspective of all stakeholders including our shareholders and customers. The following
bodies and systems have been established within the Company with the aim of enhancing our corporate
governance, and the entire Company is also working toward achieving this goal.
General Meeting of Shareholders

Executive Nomination Advisory Committee
Chaired by: Outside Director
Members: 5 (including 3 Outside Directors)

Independent Outside Officers Meeting

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

Audit

Submitrecommendation

Board of Directors
Members: 7 (including 3 Outside Directors)

Requestrecommendation
Executive Compensation Advisory Committee
Chaired by: Outside Director
Members: 5 (including 3 Outside Directors)

Appointment and removal of Audit &Supervisory Member

Appointment and removal of Director

Requestrecommendation

Submitrecommendation

Appointment
and removal

Cooperate

Secretarial Office for Audit & Supervisory Board

Evaluate/
examineAudit

Selection and dismissal

Representative Director, President and Corporate Officer

Cooperate

Key Management Committees

Corporate Ethics and Risk
Management Committee

Accounting audit

ReportSubcommittee
for Human
Rights, D&I

Subcommittee
for CSR
Procurement

Subcommittee
for Resource
Circulation

Give instructions

ReportSubcommittee
for Carbon
NeutralSubcommittee
for Information
Security

Subcommittee
for BCP and
Disaster Control
Measures

Quality Assurance
CouncilQuarterly Business Results
Review Committee

Subcommittee
for Compliance

Give instructions

Sustainability Committee

Corporate Ethics Hotline

Group Management Meeting

Management Issues
Review Committee

Audit Office

Accounting Auditor

Executive StructureInternal audit

Business Execution Divisions/Group Companies

Executive
Nomination
Advisory
Committee
Executive
Compensation
Advisory
Committee

Independent
OutsideOfficers
Meeting
Corporate
Ethics and
RiskManagement
Committee

Sustainability
Committee

Outline An advisory body for our Board of Directors, composed of three Outside Directors and two
Inside Directors, with our Independent Outside Director acting as the chair The committee discusses the appointment and promotion of our Directors and provides
recommendations to our Board of Directors on resolved matters
 Attendance and approval of all committee members is required to pass resolutions
 An advisory body for our Board of Directors, composed of three Outside Directors, one
Inside Director and one Corporate Officer, with our Independent Outside Director acting as
the chair The committee discusses the compensation of our Directors and provides recommendations
to our Board of Directors on resolved matters
 Attendance and approval of all committee members is required to pass resolutions
 Composed mainly of our Independent Officers
 The meeting attendees exchange opinions about and conduct assessment of our Board of
Directors
 Composed of our Internal Directors, and directors and executive officers and other officers
of operating group companies, with our Representative Director, President and Corporate
Officer acting as the administrative manager and a Director who supervises Group Business
Management as the chair The committee implements the establishment of a compliance system, considers complianceissues that have a material impact on Wacoal Group, and promotes enhancement ofawareness and enlightenment on corporate ethics issues, and the effective control of any
management risks to Wacoal Group Composed of our Internal Directors, and directors and corporate officers and other officers
of operating group companies, with our Representative Director, President and Corporate- 15 -

Officer acting as the administrative manager and our Director, Vice President and Corporate
Officer as the chair The committee discusses the direction of Wacoal Group’s overall sustainability activities
and monitors the status of sustainability initiatives- 16 -

SUPPLEMENTARY SCHEDULES ON MATTERS TO BE REPORTED
BUSINESS REPORTFOR THE PERIOD FROM APRIL 1, 2021 THROUGH MARCH 31, 2022
1.

STATUS OF GROUP BUSINESS(1)Business Developments and Results(a)Summary of Operations

Net sales

172,860 million yen
vs FY2021

Operatingincome13.6%

5,013 million yen
vs FY2021

increase

Incomebeforeincome taxes
and equity in
net income ofaffiliatedcompanies

7,246 million yen
vs FY2021

32.9%
decrease

Net income
attributable to
WacoalHoldings
Corp.

4,608 million yen
vs FY2021

34.4%
decrease

While the business environment surrounding our group during the current fiscal year (from April 1,
2021 to March 31, 2022) in the United States and Europe improved due to relaxations of restrictions on
economic activities related to the coronavirus pandemic (“COVID-19”) which supported a recovery in sales,
the business environment in Japan has remained difficult due to the prolonged restrictions on economic
activities as a result of a number of declarations of the state of emergency and implementation of focused
preventative measures.
Under such circumstances, our group has moved forward with our initiatives to create a management
structure that leads to high profitability, while prioritizing the well-being and safety of our customers,
employees and partner companies to conduct our business. We also worked to build a deeper, broader andlonger-term relationship with each customer by continuing to develop and provide products and services that
consumers expect in their new lifestyles, which have significantly changed as a result of the spread of
COVID-19, and by promoting our unique CX strategies, which involve merger of online and offline activities
and utilization of a customer database, in efforts to improve customer experience values.
For the current fiscal year, which is the last year of our mid-term business plan, consolidated sales
were 172.86 billion yen (an increase of 13.6% as compared to such sales for the previous fiscal year) andconsolidated operating income was 5.01 billion yen (as compared to an operating loss of 1.12 billion yen forthe previous fiscal year). Consolidated income before income taxes and equity in net income of affiliatedcompanies were 7.25 billion yen (a decrease of 32.9% as compared to such income for the previous fiscal
year) due to a valuation loss on marketable securities and investments of 0.64 billion yen (as compared to avaluation gain of 10.39 billion yen for the previous fiscal year). (We have been using U.S. accounting
standards, under which equity securities held by Wacoal Holdings Corp. and consolidated subsidiaries aremeasured at fair value, and any change from the beginning of the period are recognized as “valuation gain
(loss) on marketable securities and investments – net” under “Other income (expenses)”.)As a result of the above, net income attributable to Wacoal Holdings Corp. was 4.61 billion yen (adecrease of 34.4% as compared to previous fiscal year). The exchange rates used for the current fiscal year(the previous fiscal year) were: 112.38 yen (106.06 yen) to the U.S. dollar; 153.56 yen (138.68 yen) to theSterling pound; and 17.03 yen (15.48 yen) to the Chinese yuan.

- 17 -

The following is a summary of operations by operating segment.
Peach John Business

Other

Wacoal Business(Domestic)

Operating Segment Information
Net sales(Millions of yen)vs FY2021 (%)

Wacoal Business (Domestic)

Distribution
Ratio

Wacoal Business (Overseas)
Peach John Business
Other
Total

Wacoal Business(Overseas)(Note) U.S. Financial Accounting Standards Board (FASB) AccountingStandards Codification (ASC) 280 “Segment Reporting” has been
applied in our Segment Information.

- 18 -

Wacoal Business (Domestic)

Net sales

88,128 million yen

vs FY2021
increase

Net sales(Millions of yen)

Operating income (Millions of yen)

Operatingincome2,319 million yen

vs FY2021

increase

Principle Business

Manufacturing and wholesale distribution of innerwear (primarily women’sfoundation, lingerie, nightwear and children’s innerwear), outerwear,
sportswear, hosiery, and other textile-related products, as well as the direct saleof certain products to consumers
Core Products
FY2021

FY2022

FY2021

FY2022

Innerwear (foundation, lingerie, nightwear and children’s innerwear),outerwear, sportswear, hosiery, etc.

Net sales attributable to our “Wacoal Business (Domestic)” segment were 88.13 billion yen (anincrease of 2.3% as compared to such sales for the previous fiscal year) and operating income was 2.32 billion
yen (an increase of 269.9% as compared to such income for the previous fiscal year). Although we wereaffected by the absence of the employment adjustment subsidy, which we received during the previous fiscal
year, we recorded an increase in operating income during the current fiscal year, attributable to our increased
sales and a gain from sale of real estate.
Wacoal Corp.:
Net sales from Wacoal Corp., our core operating entity in Wacoal Business (Domestic) segment,
increased by 1.6% as compared to such sales for the previous fiscal year. Our e-commerce website “Wacoal
Web Store”, which achieved significant growth during the previous fiscal year, recorded its highest sales
figure ever during the current fiscal year as a result of strong sales from our existing customers even though
we struggled to attract new customers. Sales from third-party e-commerce websites also exceeded such sales
for the previous fiscal year. On the other hand, sales from physical stores, including our key sales channels
such as department stores, general merchandise stores and directly operated stores, remained suppressed asthey were impacted by more customers staying home in response to another wave of the spread of COVID19 and rapid spread of its Omicron variant.
Although Wacoal Corp.’s operating income improved from the previous fiscal year as a result of
our continued efforts to reduce fixed costs such as sales promotion expenses and personnel costs as part of arevenue structural reform, we recorded an operating loss of 0.73 billion yen (as compared to an operating
loss of 2.02 billion yen for the previous fiscal year) due to the weak sales resulting from the long-term effects
of COVID-19. The employment adjustment subsidy and a gain from sale of real estate are not included orreflected in Wacoal Corp.’s operating income because they are recognized as non-operating income andextraordinary income, respectively (which have been reclassified as operating income under the consolidated
business results based on the U.S. accounting standards).

- 19 -

Wacoal Business (Overseas)

Net sales

59,678 million yen

vs FY2021
increase

Net sales(Millions of yen)

Operating income/loss (Millions of yen)

Operatingincome2,351 million yen

vs FY2021

Principle Business

Manufacturing and wholesale distribution of innerwear (primarily women’sfoundation, lingerie, nightwear and children’s innerwear), outerwear,
sportswear, and other textile-related products, as well as the direct sale ofcertain products to consumers
Core Products
FY2021

FY2022

FY2021

FY2022

Innerwear (foundation, lingerie, nightwear and children’s innerwear),outerwear, sportswear, and other textile-related products, etc.

Net sales and operating income attributable to our “Wacoal Business (Overseas)” segment on a
Japanese yen basis were 59.68 billion yen (an increase of 44.3% as compared to such sales for the previous
fiscal year) and 2.35 billion yen (as compared to an operating loss of 2.60 billion yen for the previous fiscal
year), respectively, achieving significant increases due to expanded sales in the United States and Europe.
Starting in the current fiscal year, we have changed the presentation of net sales from Wacoal China Co., Ltd.
related to department stores to be based on storefront prices, but we have not made retroactive revisions. In
addition, there is no impact of this change in presentation on operating income because this change resulted
in increases in both net sales and selling, general and administrative expenses of the same amount (2.04
billion yen each).
Wacoal International Corp. (U.S.):Net sales from Wacoal International Corp. (U.S.) on a local currency basis increased by 35.2% (anincrease of 43.2% on a Japanese yen basis) as compared to such sales for the previous fiscal year, achieving
its highest sales figure ever, during the current fiscal year.
Net sales from Wacoal America, Inc., which distributes “Wacoal” and “b.tempt’d” brand products,
increased by 39.1% as compared to such sales for the previous fiscal year due to strong sales from our ecommerce website and physical stores maintained throughout the year supported by a strong recovery inconsumer spending despite the impact of more customers staying home in response to the spread of theOmicron variant and missed opportunities to sell our products due to delay of production in the second halfof the current fiscal year. Net sales from Intimates Online, Inc., which distributes “LIVELY” brand,
increased by 14.9% as a result of expanded sales from wholesale and directly-operated stores even thoughsales from its e-commerce website struggled to grow as a result of reducing advertising investment due tothe impact of rising costs of social media advertising.
On a local currency basis, we recorded an operating income of 3.9 million dollars (0.43 billion yen
on a Japanese yen basis) (as compared to an operating loss of 8.6 million dollars (0.91 billion yen on a
Japanese yen basis) for the previous fiscal year) from Wacoal International Corp. (U.S.). Operating income
from Wacoal America, Inc. grew significantly as a result of increased sales while operating loss from
Intimates Online, Inc. increased due to changes in distribution ratio of sales channels, as well as ourstrengthened efforts for inventory optimization.
Wacoal Europe Ltd.:Net sales from Wacoal Europe Ltd. on a local currency basis increased by 48.8% (an increase of
64.8% on a Japanese yen basis) as compared to such sales for the previous fiscal year, achieving its highest
sales ever as a result of sales in the United Kingdom, Europe and the United States which exceeded the prepandemic level across all areas, supported by a strong recovery in consumer spending.
With respect to sales by channel, our core specialty stores and third-party e-commerce websites
maintained strong sales, and our own e-commerce website in the United Kingdom achieved an increase in
net sales of 35.5% as compared to the previous fiscal year. While sales from our department stores fell
short of reaching the pre-pandemic level due to the impact of the closings of certain department stores, net
sales significantly increased as compared to such net sales for the previous fiscal year by developing
business with new client.

- 20 -

Operating income on a local currency basis increased significantly by 144.9% (an increase of
170.9% on a Japanese yen basis) as compared to such income for the previous fiscal year due to the effect ofincreased sales.
Wacoal China Co., Ltd.:Net sales from Wacoal China Co., Ltd. on a local currency basis increased by 26.2% (an increase of
38.9% on a Japanese yen basis) as compared to such sales for the previous fiscal year.
While sales from physical stores, such as department stores, remained suppressed during the second
half of the year (from July to December) due to the impact of regulations restricting activities in response to
the spread of COVID-19, Wacoal China recorded an increase in net sales for the current fiscal year as a resultof an improvement in sales for the first half of the year (from January to June) as physical stores that
temporarily closed during the previous fiscal year began to reopen and the number of new openings of
directly-operated stores at shopping malls increased. On the other hand, e-commerce sales were below suchsales for the previous fiscal year due to increased competition with Chinese domestic brands, which limited
the effects of our promotional efforts, including influencer marketing using popular Key Opinion Leaders.
Although net sales from Wacoal China Co., Ltd. increased, operating income on a local currency
basis decreased by 62.0% (a decrease of 58.4% on a Japanese yen basis) as compared to such income for theprevious fiscal year due to the absence of government assistance, which were available during the previous
fiscal year, and an increase in costs incurred for resuming business activities.

- 21 -

Net sales

Peach John Business

12,528 million yen

vs FY2021
increase

Net sales(Millions of yen)

Operating income(Millions of yen)

Operatingincome1,651 million yen

vs FY2021
increase

Principle Business

Manufacturing of innerwear (primarily women’s foundation, lingerie, andnightwear), outerwear, and other textile-related products, the direct sale toconsumers and the wholesale distribution of certain products to consumers
Core Products
FY2021

FY2022

FY2021

FY2022

Innerwear (foundation, lingerie, and nightwear), outerwear, and other textilerelated products, etc.

Net sales attributable to our “Peach John Business” segment were 12.53 billion yen (an increase of
2.7% as compared to such sales for the previous fiscal year).
Net sales from our directly-operated stores increased by 13.4% as an increased number of customers
returned to our physical stores as a reaction to the temporary closings of our physical stores due to the spreadof COVID-19 during the previous fiscal year and as a result of our trendy marketing efforts including thelaunch of our products through collaboration with celebrities. On the other hand, despite the positive impact
of products released in collaboration with celebrities, e-commerce sales did not reach the level of sales
achieved in the previous fiscal year, when sales significantly expanded, and decreased by 11.0% as comparedto such sales in the previous fiscal year.
We recorded an operating income from our Peach John Business segment of 1.65 billion yen (anincrease of 3.8% as compared to such income for the previous fiscal year). Despite the absence of favorable
factors for the previous fiscal year such as rent relief, we maintained a high level of profit due to increased
sales.

- 22 -

Net sales

Other12,526 million yen

vs FY2021
increase

Net sales(Millions of yen)

Operating income/loss (Millions of yen)

Operatingloss

vs FY2021

1,308 million yen

Principle Business

Manufacturing and wholesale distribution of innerwear (primarily women’sfoundation, lingerie, nightwear and children’s innerwear), outerwear,
sportswear, and other textile-related products, manufacturing and sale ofmannequins, and interior design and construction work of stores, etc.
Core Products

FY2021

FY2022

FY2021

FY2022

Innerwear (foundation, lingerie, nightwear and children’s innerwear),outerwear, sportswear, other textile-related products, mannequins, interior
design and construction work of stores, etc.

Overall net sales attributable to our “Other” business segment were 12.53 billion yen (an increaseof 0.1% as compared to such sales for the previous fiscal year), while we recorded an operating loss of 1.31
billion yen (as compared to an operating loss of 0.73 billion yen for the previous fiscal year).
Lecien Corporation:
Net sales from Lecien Corporation decreased by 24.5% as compared to such sales for the previous
fiscal year due to delivery delays caused by our factory in Vietnam which suspended its operation, and weaksales of our private products sold by general merchandise stores and major apparel supply chain companies.
We recorded an operating loss of 0.64 billion yen (as compared to an operating income of 0.22
billion yen for the previous fiscal year) due to one-time expenses incurred for the liquidation of unprofitablesubsidiaries, in addition to the impact of decreased revenue, during the current fiscal year.
Nanasai Co., Ltd.:
Although net sales from Nanasai Co., Ltd. were weak for the first half of the current fiscal year due
to cancellation of new shop openings and various events following the spread of COVID-19, net sales
increased by 13.7% as compared to such sales for the previous fiscal year due to a recovery seen in therenovation orders after October.
Despite our efforts to reduce costs by reassessing our operations, we recorded an operating loss from
Nanasai Co., Ltd. of 0.25 billion yen (as compared to an operating loss of 0.36 billion yen for the previous
fiscal year) due to the significant impact of suppressed sales during the first half of the current fiscal year.

- 23 -

(b)Financing

We received short-term loans in the amount of 10.0 billion yen from financial institutions
to be used as our group’s funds for the current consolidated fiscal year.
There were no other financing activities such as capital increases or bond issuances.
(c)Capital Expenditures

The total amount of capital expenditures during fiscal year 2022 was 9.745 billion yen,mainly including expenditures for expansion of our Moriyama Distribution Center, information
system investments incurred by our subsidiaries, and expenditures for the maintenance and repairof real estate.

- 24 -

(2)Changes in State of Assets and Profit and Loss(i)

Changes in Results of Operations and State of Assets of the Group

2019
194,201
4,879

Net sales
Operating income (loss)
Net income attributable to
Wacoal Holdings Corp.
Net income attributable to
Wacoal Holdings Corp.
per share (yen)Total assets
Total Wacoal Holdings
Corp. Shareholders’EquityWacoal Holdings Corp.
Shareholders’ Equity pershare (yen)(Millions of yen, except per share amounts)
Fiscal year ended/as of March 31,
2020
2021
2022
186,760
152,204
172,860
6,632(1,115)
5,013

341

3,472

7,025

4,608

5.16

54.26

112.5774.04

281,767

277,688322,761

303,245

216,494

205,371

215,612223,005

3,321.57

3,291.06

3,454.18

3,628.56

Operating income (loss)

Net sales

FY2019FY2020

FY2021

FY2022

Net income attributable to Wacoal Holdings Corp. per share(Yen)

FY2019(Notes) 1.
2.
3.

FY2020

FY2021

FY2022

Net income attributable to Wacoal Holdings Corp.

(Millions of yen)

(Millions of yen)

FY2019FY2020

FY2021

FY2022

Total assets/Total Wacoal Holdings Corp. Shareholders’ Equity
Total assets

FY2019Total Wacoal Holdings Corp.
shareholders’ equity

FY2020

FY2021(Millions of yen)

FY2019FY2020

FY2021

Wacoal Holdings Corp. Shareholders’ Equity per share(Yen)(Millions of yen)

FY2022

FY2022FY2019FY2020

FY2021

FY2022

The above amounts are based on accounting principles generally accepted in the United Statesof America. Therefore, operating income/(loss) is shown instead of ordinary income.
Net income per share attributable to Wacoal Holdings Corp. is calculated based on the
average number of shares issued (excluding the number of shares held as treasury stock)during each fiscal year.
Wacoal Holdings Corp. Shareholders’ Equity per share is calculated based on the number ofshares issued (excluding the number of shares held as treasury stock) as of the end of eachfiscal year.

- 25 -

(ii)Changes in Results of Operations and State of Assets of the Company(Millions of yen, except per share amounts)
Fiscal year ended/as of March 31,
2020
2021
2022
13,346
16,4296,196
9,111
12,0481,682
8,762
11,5442,749
136.93184.9844.18
156,000
191,737
165,180
130,996
140,106
138,332
2,090.11
2,235.07
2,241.50

2019
15,715
11,255
5,968
90.24
154,554
134,8132,060.13

Operating revenue
Ordinary income
Net income
Net income per share (yen)Total assets
Net assets
Net assets per share (yen)Operating revenue

Ordinary income

FY2019FY2020

FY2021

FY2022FY2019Net income per share

FY2020(Notes) 1.
2.

FY2021(Millions of yen)

FY2020

FY2021

FY2022FY2019FY2022

Total assets

FY2021

FY2022(Yen)(Millions of yen)

Net assets

FY2019FY2020Net assets per share

Total assets/Net assets(Yen)

FY2019Net income(Millions of yen)

(Millions of yen)

FY2020

FY2021

FY2022FY2019FY2020

FY2021

FY2022

Net income per share is calculated based on the average number of shares issued (excluding
the number of shares held as treasury stock) during each fiscal year.
Net assets per share is calculated based on the number of shares issued (excluding the numberof shares held as treasury stock) as of the end of each fiscal year.

- 26 -

(3)Issues to Address

Our group formulated a new corporate vision of the group looking ahead to the year 2030 called“VISION 2030”. Our medium to long-term vision is “to evolve and grow as “Wacoal Group of the World”
by providing both physical and emotional beauty and richness to individuals through high sensitivity andpremium quality” and we will achieve sustainable growth and enhance corporate value through thefollowing initiatives:
1.
2.
3.
4.
5.

Maximize the value provided to customers
Achieve growth of each of our employees and establish a highly rewarding organization
Preserve the environment globally for future generations
Realization of a society in which everyone plays an active role in their own way
Enhance governance toward realization of sustainable growth

In order to accomplish “VISION 2030”, we are currently formulating a new mid-term businessplan (which starts in the fiscal year ending March 2023 and ends in the fiscal year ending March 2025).
We plan to announce in early June the new mid-term business plan and our medium- to long-term strategy
framework looking ahead to the year 2030, “VISION 2030”.
Economic activities during the fiscal year ending March 2023 are expected to remain uncertain
due to concerns on stagnation of economic activities in certain regions due to the further spread of COVID19, global inflation, geopolitical risks, and further increases in raw material and transportation costs
associated with these risks. Under these circumstances, we will endeavor to address increasingly complex
and diverse social issues as an opportunity for future growth, and to enhance our corporate value by
promoting “sustainable management”, a management approach that balances resolving social issues on one
hand and sustainable growth on the other hand through our business activities. In our domestic business,
we will continue promoting our unique CX strategy including the merger between online and offline
activities and utilization of our customer database to improve value of our customer experience, andstrengthening our efforts to improve profitability, aiming to transform ourselves into a resilient corporate
structure. In our overseas business, we will seek further expansion by expanding our e-commerce businessand entering into the emerging markets, in addition to expanding solid sales growth in the existing areas
where we conduct our business. On the financial side, we will utilize our operating cash flow to make IT
and digital investments for growth and to implement shareholder returns, as well as to explore opportunities
for new business investments. In addition, we will work to improve our return on equity by improving ourasset and capital efficiency, with profit improvement as our first priority.

- 27 -

(4)Main Offices and Factories(i)

Main Offices and Factories of the Company
Head Office (Kyoto)(ii)

Main Offices and Factories of Subsidiaries
Wacoal Corp. (Kyoto), Peach John Co., Ltd. (Tokyo), Lecien Corporation (Kyoto),
Kyushu Wacoal Manufacturing Corp. (Nagasaki), Nanasai Co., Ltd. (Kyoto), Torica Inc.
(Osaka), Wacoal International Corp. (U.S.A.), Wacoal America, Inc., Wacoal Europe
Ltd. (U.K.), Wacoal EMEA Ltd. (U.K.), Wacoal Europe SAS (France), Wacoal
International Hong Kong Co., Ltd., Wacoal Hong Kong Co., Ltd., Wacoal Investment
Co., Ltd. (Taiwan), Wacoal China Co., Ltd., A Tech Textile Co., Ltd. (Thailand)(Note)(5)

As of April 1, 2022, Kyushu Wacoal Manufacturing Corp., our consolidated
subsidiary has changed its trade name to Wacoal Manufacturing Japan Corp.

Employees(i)

Employees within the Group

Name of Operating Segment
Wacoal Business (Domestic)
Wacoal Business (Overseas)
Peach John Business
Other
Total
(Notes) 1.
2.

6,885
10,655450
1,727
19,717

The number of employees is the number of individuals working within our Group (excluding
individuals seconded from our Group to third parties, but including individuals seconded fromthird parties to our Group).
The number of employees does not include the number of temporary employees (the average
number of temporary employees during the period, including temporary staff and part-timeworkers, is 730).

(ii)

Employees of the Company

Number of Employees
90(Note)

Increase (Decrease) from theEnd of Previous Fiscal Year
(347)
432
(38)
(154)
(107)

Number of Employees

Increase (Decrease) fromthe End of Previous Fiscal
Year
5

Average Age

Average Years ofService

46.0

19.8

The number of employees is the number of individuals working within the Company.

- 28 -

(6)Principal Subsidiaries
Name ofCompany

Location

Wacoal Corp.

Minami-ku, Kyoto

Stated Capital(Millions of yen)
5,000

Peach John Co.,Ltd.
LecienCorporation

Minato-ku, Tokyo90

100.0%

Minami-ku, Kyoto

90

100.0%

Nanasai Co.,Ltd.

Minami-ku, Kyoto

90

99.9%

NY, U.S.A.

(Thousands of U.S.
dollars)
20,000100.0%

NY, U.S.A.

2,062

100.0%(Thousands ofpounds)175

100.0%

250

100.0%(Thousands ofChinese yuan)
189,364(Millions of Thai
baht)
1,000

100.0%

WacoalInternational
Corp.
WacoalAmerica, Inc.

Wacoal Europe
Ltd.
Wacoal EMEALtd.

Northamptonshire,
U.K.
Northamptonshire,
U.K.

Wacoal China
Co., Ltd.

Beijing, People’s
Republic of China

A Tech Textile
Co., Ltd.

Bangkok, Thailand

Shareholding
Ratio
100.0%

54.2%

Main Business

Remarks

Manufactureand sale ofgarments
Sale ofgarments
Manufactureand sale ofgarments andother textilerelated
products
Manufactureand sale ofmannequinsand display
fixtures;interior designandconstruction
work of stores
Investment in
U.S.
subsidiaries
Manufactureand sale ofgarments
Investment in
subsidiaries
Manufactureand sale ofgarments
Manufactureand sale ofgarments
Manufactureand sale ofraw materials

*1
*2

*3
*4

*5

(Notes) *1. Wacoal International Corp. is a wholly owned subsidiary of our subsidiary, Wacoal Corp.
*2. Wacoal America Inc. is a wholly owned subsidiary of Wacoal International Corp.
*3. Wacoal EMEA Ltd. is a wholly owned subsidiary of our subsidiary, Wacoal Europe Ltd.
*4. Wacoal China Co., Ltd. is a wholly owned subsidiary of Wacoal International Hong Kong
Co., Ltd.
*5. Wacoal Corp, our subsidiary, owns 54.2% of A Tech Textile Co., Ltd.

- 29 -

(7)(8)

Matters concerning Specified Wholly Owned Subsidiaries
Name ofCompany

Address

Wacoal Corp.

29, Nakajima-cho, Kisshoin,
Minami-ku, Kyoto

Total Carrying
Amount(Millions of yen)
72,336

Total Assets of theCompany(Millions of yen)
165,180

Major Lenders (as of March 31, 2022)
Amount of Borrowings(Millions of yen)
5,000
3,000
2,000

Name of Lender
MUFG Bank, Ltd.
The Bank of Kyoto, Ltd.
The Shiga Bank, Ltd.

- 30 -

2.

STOCK INFORMATION (As of March 31, 2022)(1)

Total Number of Shares Authorized to be Issued:

250,000,000 shares(2)

Total Number of Issued and Outstanding Shares:(including 4,130,773 shares of treasury stock)

65,589,042 shares(3)

Total Number of Shareholders:(4)

Major Shareholders (Top 10):
Name of Shareholder

20,109Number of Shares Heldby Shareholder(Thousands of shares)

The Master Trust Bank of Japan, Ltd.
(Trust Account)
Custody Bank of Japan, Ltd. (Trust Account)
MUFG Bank, Ltd.
Meiji Yasuda Life Insurance Company
The Bank of Kyoto, Ltd.
The Shiga Bank, Ltd.
Nippon Life Insurance Company
Mitsubishi UFJ Trust and Banking Corporation
Asahi Kasei Corporation
Custody Bank of Japan, Ltd. (Re-trust of
Sumitomo Mitsui Trust Bank, Limited; Trust
Account for the retirement allowance for Toray
Industries, Inc.)(Notes) 1.
2.
3.
(5)

Shareholding Ratio
(%)

8,062

13.12

4,943
3,095
3,050
2,352
1,751
1,569
1,525
1,241
1,205

8.04
5.04
4,96
3.83
2.85
2.55
2.48
2.02
1.96

The number of shares held by shareholder is rounded down to the nearest thousand.
The Company is holding 4,130,773 shares of treasury stock, which are not listed in the above
list of major shareholders.
The shareholding ratio is calculated excluding the number of shares of treasury stock.

Shares Issued to Officers as Consideration for Execution of Duties During the Fiscal year
ended March 31, 2022

Pursuant to a resolution adopted at the 73rd Ordinary General Meeting of Shareholders held on
June 29, 2021, the Company introduced a new compensation framework in the form of restricted stock.
Accordingly, our Board of Directors adopted a resolution to allot treasury stock as compensation in theform of restricted stock at its meeting held on June 29, 2021, and 17,500 shares and 9,300 shares oftreasury stock were allotted to four Directors (excluding Outside Directors) of the Company and six
Directors of our subsidiaries, respectively, on July 16, 2021.

- 31 -

3.

MATTERS CONCERNING STOCK ACQUISITION RIGHTS
Stock Acquisition Rights Granted to Officers as Consideration for Execution of Duties Heldas of the End of Fiscal Year Ended March 31, 2022
Class and numberof shares
represented bystock acquisitionrightsAmount to be paid
upon exercise ofstock acquisitionrightsExercise period

Status(held by)

19

Common stock
9,500 shares

One (1) yen per share

September 2, 2008 September 1, 2028

1 Director

4

Common stock
2,000 shares

One (1) yen per share

September 2, 2008 September 1, 2028

1 Director(Note 2)

3rd Stock
Acquisition
Rights(July 30, 2009)20

Common stock
10,000 shares

One (1) yen per share

September 2, 2009 September 1, 2029

1 Director

4th Stock
Acquisition
Rights(July 30, 2009)4

Common stock
2,000 shares

One (1) yen per share

September 2, 2009 September 1, 2029

1 Director(Note 2)

21

Common stock
10,500 shares

One (1) yen per share

September 2, 2010 September 1, 2030

1 Director

4

Common stock
2,000 shares

One (1) yen per share

September 2, 2010 September 1, 2030

1 Director(Note 2)31

Common stock
15,500 shares

One (1) yen per share

September 2, 2011 September 1, 2031

2 Directors

35

Common stock
17,500 shares

One (1) yen per share

September 4, 2012 September 3, 2032

2 Directors

34

Common stock
17,000 shares

One (1) yen per share

September 3, 2013 September 2, 2033

2 Directors

30

Common stock
15,000 shares

One (1) yen per share

September 2, 2014 September 1, 2034

2 Directors

3

Common stock
1,500 shares

One (1) yen per share

September 2, 2014 September 1, 2034

Name
(Issuance Date)
1st Stock
Acquisition
Rights(July 30, 2008)
2nd Stock
Acquisition
Rights (July 30,
2008)

5th Stock
Acquisition
Rights(July 30, 2010)
6th Stock
Acquisition
Rights(July 30, 2010)
7th Stock
Acquisition
Rights(July 29, 2011)
9th Stock
Acquisition
Rights(July 31, 2012)
11th Stock
Acquisition
Rights(July 31, 2013)
13th Stock
Acquisition
Rights(July 31, 2014)
14th Stock
Acquisition
Rights(July 31, 2014)

Number ofstockacquisitionrights- 32 -

1 Director(Note 2)Class and numberof shares
represented bystock acquisitionrightsAmount to be paid
upon exercise ofstock acquisitionrightsExercise period

Status(held by)25

Common stock
12,500 shares

One (1) yen per share

September 2, 2015 September 1, 2035

2 Directors

3

Common stock
1,500 shares

One (1) yen per share

September 2, 2015 September 1, 2035

1 Director(Note 2)17th Stock
Acquisition
Rights(July 29, 2016)32

Common stock
16,000 shares

One (1) yen per share

September 2, 2016 September 1, 2036

2 Directors

18th Stock
Acquisition
Rights(July 29, 2016)

4

Common stock
2,000 shares

One (1) yen per share

September 2, 2016 September 1, 2036

1 Directors(Note 2)19th Stock
Acquisition
Rights(July 31, 2017)20

Common stock
10,000 shares

One (1) yen per share

September 2, 2017 September 1, 2037

2 Directors

Name(Issuance Date)
15th Stock
Acquisition
Rights(July 31, 2015)
16th Stock
Acquisition
Rights(July 31, 2015)

Number ofstockacquisitionrights20th Stock
Acquisition
Rights(July 31, 2017)
21st Stock
Acquisition
Rights(July 20, 2018)
22nd Stock
Acquisition
Rights(July 20, 2018)3

Common stock
1,500 shares

One (1) yen per share

September 2, 2017 September 1, 2037

1 Director(Note 2)111

Common stock
11,100 shares

One (1) yen per share

August 18, 2018 August 17, 2038

3 Directors

25

Common stock
2,500 shares

One (1) yen per share

August 18, 2018 August 17, 2038

1 Director(Note 2)23rd Stock
Acquisition
Rights(June 27, 2019)146

Common stock
14,600 shares

One (1) yen per share

July 23, 2019 July 22, 2039

3 Directors

33

Common stock
3,300 shares

One (1) yen per share

July 23, 2019 July 22, 2039

1 Director(Note 2)214

Common stock
21,400 shares

One (1) yen per share

July 18, 2020 July 17, 2040

4 Directors

24th Stock
Acquisition
Rights(June 27, 2019)
25th Stock
Acquisition
Rights(June 26, 2020)(Notes) 1.
2.
3.

Stock acquisition rights are not held by the outside director nor audit & supervisory board
member.
The stock acquisition right(s) held by the director was granted during which such director
held a position as a director at our subsidiary upon issuance of the stock acquisition right(s).
The number of shares subject to one stock acquisition right is 100 shares (500 shares for stockacquisition right granted before September 1, 2017).

- 33 -

4.

The “class and number of shares represented by stock acquisition rights” has been adjusted toreflect the share consolidation pursuant to which two (2) shares were consolidated into one (1)share effective as of October 1, 2017.

- 34 -

4.

OFFICERS(1)

Directors and Audit & Supervisory Board Members (as of March 31, 2022)

Position
Representative
Director andChairman
Representative
Director, President
and Corporate
Officer
Director and Vice
President Corporate
Officer
Director andManaging
Corporate Officer
Director

Name
Yoshikata
TsukamotoDirector

Shigeru Saito

Director

Tsunehiko Iwai

Standing Audit &Supervisory Board
MemberStanding Audit &Supervisory Board
MemberAudit &
Supervisory Board
MemberShinichi Kitagawa

Audit &
Supervisory Board
MemberMitsuhiro
Hamamoto

Audit &
Supervisory Board
MemberMinoru Shimada(Notes) 1.
2.
3

Responsibility and significant concurrent positions
Chairman of Kyoto Chamber of Commerce and Industry

Hironobu Yasuhara

Tomoyasu Ito

Representative Director, President and Corporate Officer
of Wacoal Corp.

Akira Miyagi

Supervisor of Group Business Management;
Chair of Corporate Ethics and Risk Management
Committee
Visiting Professor at Kitazato University;
Visiting Professor at Showa Women’s University, Facultyof Humanities and Culture, Department of Japanese
Language and Literature;
Visiting Professor at Kyoto Tachibana University, Facultyof Humanities, Department of Japanese Language andLiterature;
Trustee of East Japan Railway Culture Foundation
Representative Director and Chairman, and CEO of
TOSE CO., LTD.;
Outside Director of SCREEN Holdings Co., Ltd.
Chair of Executive Nomination Advisory Committee;
Chair of Executive Compensation Advisory Committee
Audit & Supervisory Board Member of Wacoal Corp.;
Director and Member of Audit Committee of House of
Rose Co., Ltd.
Audit & Supervisory Board Member of Wacoal Corp.

Madoka Mayuzumi

Katsuhiro Okamoto

Hiroshi Shirai

Certified Public Accountant, Managing Partner of Shirai
public accounting firm;
Outside audit & supervisory board member of ALTECO
Inc.; Auditor of University Public Corporation Osaka
Managing Partner of Hamamoto Law Office;Outside Director of TVE Co., Ltd.;
Outside Auditor of Osaka-Hyogo Ready-Mixed Concrete
Industrial Association
Full-Time Advisor of SOTSU CORPORATION

Directors Ms. Madoka Mayuzumi, Mr. Shigeru Saito and Mr. Tsunehiko Iwai are Outside
Directors as prescribed in Item 15, Article 2 of the Companies Act.
Audit & Supervisory Board Members Mr. Hiroshi Shirai, Mr. Mitsuhiro Hamamoto and Mr.
Minoru Shimada are Outside Audit & Supervisory Board Members as prescribed in Item 16,
Article 2 of the Companies Act.
There are no conflicts of interest between the Company and the companies at which Outside
Directors and Outside Audit & Supervisory Board Members hold significant concurrent
positions.

- 35 -

4.
5.
6.

7.
(2)

Standing Audit & Supervisory Board Member Mr. Shinichi Kitagawa has accounting
experience with the Accounting Department of the Company and its subsidiaries with aconsiderable degree of finance and accounting knowledge.
Audit & Supervisory Board Member Mr. Hiroshi Shirai is qualified as a certified public
accountant with a considerable degree of finance and accounting knowledge.
Ms. Madoka Mayuzumi, Mr. Shigeru Saito and Mr. Tsunehiko Iwai, our Outside Directors,
and Mr. Hiroshi Shirai, Mr. Mitsuhiro Hamamoto and Mr. Minoru Shimada, our Outside
Audit & Supervisory Board Members, have been designated as our independent officers as
notified to the Tokyo Stock Exchange.
Audit & Supervisory Board Member Mr. Kiyotaka Hiroshima resigned upon the close of the73rd Ordinary General Meeting of Shareholders held on June 29, 2021.

Compensation and Other Compensation Paid to Directors and Audit & Supervisory Board
Members(i)

Total amount of compensation and other compensation paid to officers during the current
fiscal year

Total amount ofcompensation/othercompensation

Category(Millions of yen)

Total amount by type of compensation/other compensation
Number of
eligiblerecipients(Millions of yen)
Basiccompensation

Performancebased
compensation

Non-monetarycompensation

Directors(of which is related to
Outside Directors)

305
(28)

261
(28)

(-)

44
(-)

8
(3)

Audit & Supervisory
Board Members(of which is related to
Outside Audit &Supervisory Board
Members)

60
(21)

60
(21)

(-)

(-)

6
(3)

Total
(of which is related to
Outside Officers)

366
(50)

322
(50)

(-)

44
(-)

14
(6)

(Notes) 1.
2.
(ii)

The number of eligible recipients indicated above include one Director and one Audit &Supervisory Board Member who resigned upon the close of the 73rd Ordinary General
Meeting of Shareholders held on June 29, 2021.
The total amount of compensation/other compensation of Directors indicated above does notinclude salaries that Directors who concurrently serve as employees receive as employees.
Matters concerning performance-based compensation

The Company uses consolidated operating income as the reference value for calculating
performance-based compensation (officers’ bonuses). The Company has selected consolidated
operating income as the business metric to calculate performance-based bonuses because we mostclosely track consolidated operating income as a measure of profit from our main business. The
amount of performance-based bonus is determined based on the percentage of achievement against
consolidated operating income as the reference value and other business results. We have set theconsolidated operating income reference value at 13.5 billion yen based on past business results,- 36 -

and as a result of a comprehensive evaluation based on performance for the previous and current
fiscal years, there will be no performance-based bonuses.
(iii)

Details of non-monetary compensation

Non-monetary compensation means restricted stock-based compensation, and the policy for
determining such compensation is described under “(v) Matters concerning policy on determining
details of compensation by each Director” below. The status of compensation granted as of theend of current fiscal year is described under “2. (5) Shares Issued to Officers as Consideration for
Execution of Duties During the Fiscal Year ended March 31, 2022”. Any eligible Director who isallotted restricted stock will be subject to transfer restrictions during the period from the date on
which such restricted stock is granted until the date on which such eligible Director loses the
position as Director, Audit & Supervisory Board Member or Corporate Officer of the Company or
any of its subsidiaries as designated by the Board of Directors of the Company.
(iv)

Matters concerning resolutions of the general meeting of shareholders regarding total
amount of compensation and other compensation paid to Directors and Audit &Supervisory Board Members

The total maximum annual amount of basic compensation paid was determined to be up to 350
million yen for Directors (excluding the amount of employee’s salary for Directors who
concurrently serve as employees) and up to 75 million yen for Audit & Supervisory Board
Members, pursuant to a resolution adopted at the 57th Ordinary General Meeting of Shareholders
held on June 29, 2005. The numbers of Directors and Audit & Supervisory Board Members upon
the close of the meeting were seven (7) and five (5), respectively. The amount of performancebased bonus is determined according to the business results of each fiscal year by resolution of theOrdinary General Meeting of Shareholders held for the relevant year. Restricted stock-based
compensation was approved at the 73rd Ordinary General Meeting of Shareholders held on June29, 2021 as follows: the maximum annual amount will be up to 70 million yen, as a separate
category of basic compensation; the maximum number of shares to be allotted for each fiscal year
will be up to 28,000 shares; the allotted shares of restricted stock will be subject to transfer
restrictions from the date on which such shares of restricted stock are granted until the date on
which an allottee loses the position as Director, Audit & Supervisory Board Member or Corporate
Officer of the Company or any of its subsidiaries as designated by the Company; and the transfer
restrictions on all allotted shares of restricted stock of any eligible Director will be removed upon
the expiration of the transfer restriction period if such eligible Director has continuously held theposition of Director, Audit & Supervisory Board Member or Corporate Officer of the Company or
any of its subsidiaries as designated by Company or the Board of Directors of the Company until
the date of the first Ordinary General Meeting of Shareholders of the Company to be held after thecommencement of the transfer restriction period. The number of Directors upon the close of suchmeeting was seven (7) (of which three (3) were Outside Directors).

- 37 -

(v)Matters concerning policy on determining details of compensation to each Director

The Company prescribes the policy on determining details of compensation payable to each
Director (this “Policy”). Our compensation to Directors consists of basic compensation, theamount of which is fixed, a performance-based bonus that is linked to the business results for eachfiscal year, and restricted stock, which provide medium- to long-term incentives. Because
Independent Outside Directors are not involved in the execution of business, they only receive
basic compensation payable in a fixed amount. An overview of the policy for determining eachtype of compensation is described in the table below.
Policy for determining the amountof or calculation method forcompensation to each Director

Method for determining details ofand timing for compensation, etc.
to each Director

Basic compensation- to be determined by each position- to reflect degree of contribution to
management in the previous fiscal
year- to review the range of appropriate
levels of compensation forcompanies in the same industry as
well as for companies of a similar
size and set level of compensationcommensurate with the Company’sbusiness results and size

- fixed monthly compensation- specific details to be determinedby the Board of Directors based on
the reports prepared by the
Executive Compensation Advisory
Committee

Performance-based bonus(performance-based
compensation)- to be determined for each fiscal
year based on the percentage ofachievement against a reference
value composed of consolidated
operating income and based onother business results, to increase
the degree of linkage between
bonuses and consolidated businessperformance- to be paid once a year after
approval at the general meeting ofshareholders for the relevant fiscal
year- to be resolved at a Board of
Directors meeting and the total
amount to be approved at thegeneral meeting of shareholders
based on reports prepared by the
Executive Compensation Advisory
Committee

Restricted stock(non-monetarycompensation)- to be determined in considerationof the monthly amount of basic
compensation and the closing priceof the common stock of theCompany on the business day
immediately preceding the date of
the resolution by the Board of
Directors with respect to issuanceor disposal of restricted stock- allotted shares will be subject totransfer restriction during theperiod from the date allotted sharesare granted until the date such
Director, Audit & 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 the transfer
restriction period if such eligible
grantee has continuously held the- to be allotted after election as
Director at the ordinary general
meeting of shareholders held once a
year- the number of stock acquisitionrights allotted to be determined at a
Board of Directors meeting- 38 -

position of Director, Audit &Supervisory Board Member or
Corporate Officer until the date of
the first Ordinary General Meeting- the Company may repurchase allof the allotted shares bearing
transfer restrictions as a result of abreach of restricted stock allotment
agreement without consideration
Basic compensation, performance-based bonus, and restricted stock as percentages of total compensation
are 71%, 18% and 11%, respectively, when the performance-based bonus is calculated using
consolidated operating income as the reference value.
A majority of the member of the Executive Compensation Advisory Committee are Independent
Outside Directors, and the Independent Outside Director acts as the chair of the Committee. The
Committee is operated with a high degree of transparency and fairness by resolving matters withthe unanimous approval of all members.
The Board of Directors consulted the Executive Compensation Advisory Committee on thisPolicy, which was resolved at the Board of Directors Meeting held on May 14, 2021, respecting
the Committee’s recommendations.
We understand that the Executive Compensation Advisory Committee held discussions anddeliberations, including with respect to the consistency of the draft with this Policy, upondetermination of the compensation and other matters of each Director for the current fiscal year,
and therefore, the Board of Directors respects the Committee’s recommendations and believes inprinciple that the determination is consistent with this Policy.
The policy for determining the details of compensation and other matters of each Audit &Supervisory Board Member is decided by the Audit & Supervisory Board. Given that they are not
involved in the execution of business, the Audit & Supervisory Board Members only receive basic
compensation, a fixed monthly compensation, which is fixed in commensurate with theCompany’s business results and size in comparison with companies in the same industry and of asimilar size. The amount of basic compensation payable to each Audit & Supervisory Board
Member will be decided upon mutual discussion among the Audit & Supervisory Board Members.
(vi)

Matters concerning delegation of determining details of compensation by each Director

Board of Directors of the Company determines (and does not delegate determining) the details ofcompensation payable to each Director.

- 39 -

(3)Main Activities of Outside Directors and Outside Audit & Supervisory Board Members

Category
Director

Name
MadokaMayuzumi

Main Activities
Ms. Mayuzumi has attended all 14 Board of Directors’
meetings held during the current fiscal year and has
expressed her opinions on the proposals and/or discussions
based on her comprehensive knowledge and experience inthe field of arts and culture. Specifically, she has made awide range of proactive recommendations on Company’s
communication with our consumers, social responsibility,
risk management and other matters based on her insight in
the field of arts and culture, and from her perspective as aconsumer and a woman. In addition to expressing opinions
at the Board of Directors’ meetings, she acts as a function to
oversee the management team of the Company by serving
as a member of the Executive Nomination Advisory
Committee and the Executive Compensation Advisory
Committee.

Director

Shigeru Saito

Director

Tsunehiko Iwai

Audit &
Supervisory Board
MemberHiroshi Shirai

Audit &
Supervisory Board
MemberMitsuhiro
Hamamoto

Mr. Saito has attended all 14 Board of Directors’ meetings
held during the current fiscal year and has expressed his
opinions on the proposals and/or discussions based on hiscomprehensive knowledge and experience of overallmanagement. Specifically, he has made a wide range of
proactive recommendations on business strategies, customer
expansion and CX strategies of the Company based on his
knowledge and insight on overall management, andexpertise in the IT area. In addition to expressing opinions
at the Board of Directors’ meetings, he acts as a function to
oversee the management team of the Company by serving
as a member of the Executive Nomination Advisory
Committee and the Executive Compensation Advisory
Committee.
Mr. Iwai has attended all 14 Board of Directors’ meetings
held during the current fiscal year and has expressed his
opinions on the proposals and/or discussions based on hiscomprehensive knowledge and experience in the field oftechnology and overall management. Specifically, he has
made a wide range of proactive recommendations on
business strategies, brand strategies, production strategies,
and risk management of the Company based on his
knowledge and insight on overall management, andexpertise on research & development, production,technology, and compliance. In addition to expressing
opinions at the Board of Directors’ meetings, he acts as afunction to oversee the management team of the Company
by serving as a chair of the Executive Nomination Advisory
Committee and the Executive Compensation Advisory
Committee.
Mr. Shirai has attended all 14 Board of Directors’ meetings
and all 15 Audit & Supervisory Board’s meetings held
during the current fiscal year and has expressed his opinions
on the proposals and/or discussions primarily from his
professional perspective as a certified public accountant.
Mr. Hamamoto has attended all 14 Board of Directors’
meetings and all 15 Audit & Supervisory Board’s meetings
held during the current fiscal year and has expressed his
opinions on proposals and/or discussions primarily from his
professional perspective as an attorney-at-law.

- 40 -

Category
Audit &
Supervisory Board
Member(4)

Name
Minoru Shimada

Main Activities
Mr. Shimada has attended all 14 Board of Directors’
meetings and all 15 Audit & Supervisory Board’s meetings
held during the current fiscal year and has express his
opinions on the proposals and/or discussions based on hiscomprehensive knowledge and experience of overallmanagement.

Summary of Limitation of Liability Agreement

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 Outside Directors and Outside Audit &Supervisory Board Members to limit their liability for damages as stipulated in Paragraph 1, Article 423 of
the Companies Act.
The maximum amount of liability under such agreement is the minimum amount as provided bylaws and regulations.
(5)

Outline of Directors’ and Officers’ Liabilities Insurance

The Company maintains directors’ and officers’ liabilities insurance as stipulated in the provisionsof Paragraph 1, Article 430-3 of the Companies Act with an insurance company. The scope of the insured
under this insurance policy is all of the officers (i.e., Directors and Audit & Supervisory Board Members)of the Company, all of the officers of our domestic consolidated subsidiaries, including Wacoal Corp., aswell as the officers who are Japanese nationals and on secondment to our overseas subsidiaries andaffiliated companies. The insured does not bear the premiums. This insurance policy will cover the
insured’s losses incurred from corporate lawsuits, shareholder derivative actions, and proceedings broughtby third parties. 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 the following:

Illegal personal gain of officers;Criminal activities;Deliberately illegal activities;



Claim for damages for bodily injury, property damage and invasion of personal rights;

Claim for damages attributable to act of God (earthquake, eruption, flooding, tsunami, etc.),
war or insurrection;

Claim for damages attributable to environmental contamination or harmful attribute ofasbestos; andClaim for damages based on allegations that the Company or the insured has violated any of thefollowing U.S. laws ((i) the Employee Retirement Income Security Act, (ii) the Racketeer Influenced andCorrupt Organizations Act and (iii) the Securities Exchange Act of 1934).

- 41 -

5.

MATTERS CONCERNING ACCOUNTING AUDITORS(1)Name of Independent Auditor
Deloitte Touche Tohmatsu LLC(2)

Compensation, etc.
Amount of compensation payable to the accounting auditor for thisfiscal year:
Total amount of money and other property benefits to be paid to theaccounting auditor by the Company and its subsidiaries:(Notes) 1.

2(3)

220 million yen
269 million yen

The accounting audit agreement executed between the Company and its accounting
auditor does not distinguish compensation for accounting under the Companies Act
from that for accounting under the Financial Instruments and Exchange Act, and theycannot be reliably distinguished. Therefore, the amount given above represents thetotal amount of compensation for both types of accounting work.
Among our significant subsidiaries, Wacoal International Corp., Wacoal America,
Inc., Wacoal Europe Ltd., Wacoal EMEA Ltd., Wacoal China Co., Ltd. and A Tech
Textile Co., Ltd. are subject to audits by other auditing firms and not by our
accounting auditor.

Description of Nonaudit Services

The Company pays fees to the accounting auditor as compensation for advisory services regarding
the International Financial Reporting Standards (“IFRS”), which are out of the scope of the services that are
set forth in Paragraph 1, Article 2 of the Certified Public Accountants Act.
(4)

Consent on Amount of Compensation, etc. Payable to Accounting Auditor

The Audit & Supervisory Board has obtained necessary documents and received explanations
regarding the comparison of the estimated time under the audit plan from the previous fiscal year and theactual 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 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 ofcompensation 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 theassessment of risks related to the audit environment and internal control system of the business group(including the Company and its consolidated subsidiaries), the Audit & Supervisory Board has deemed theamount of compensation for the current fiscal year is appropriate. Based on the above, the Audit &Supervisory Board has given its consent, pursuant to the provisions of Paragraph 1, Article 399 of theCompanies Act, on the amount of compensation payable to the accounting auditor.
(5)

Policy on Determination of Dismissal and Non-Reappointment of Accounting Auditor

If the accounting auditor comes to fall under any of the items of Paragraph 1, Article 340 of theCompanies Act and its dismissal is deemed appropriate, the Audit & Supervisory Board will dismiss theaccounting auditor with the consent of all Audit & Supervisory Board Members.
In addition to the above, upon the occurrence of an event which may harm the eligibility or
independence of the accounting auditor, or if it is deemed difficult for the accounting auditor to perform
appropriate audit procedures, the Audit & Supervisory Board will prepare and determine an agenda
concerning the dismissal or non-reappointment of the accounting auditor to be submitted as a proposal at
the General Meeting of Shareholders.

- 42 -

6.

SYSTEM AND POLICIES OF COMPANY(1)

System to Ensure Appropriate Business Conduct(i)

System to ensure that execution of duties by Directors and/or employees is in compliancewith laws and regulations and the Articles of Incorporation-

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

-

In order to improve our system of compliance, we have established a Corporate Ethics
and Risk Management Committee, for which our Representative Director and President
acts as the head in charge of the committee and the Director of Supervisor of Group
Business Management acts as chairman, which will consider any compliance issues
which may have a material impact on the Wacoal Group, enhance awareness andenlightenment on corporate ethics and effectively promote control of any management
risks on the Wacoal Group. The Management Planning Department shall act asorganizer, and shall be responsible for the corporate ethics and risk management related
to 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 acompliance issue which may have violated the “Wacoal Code of Ethics” or the“Corporate Ethics and Wacoal Standards of Conduct”, or of any other compliance issues.
We have also established an internal alert system (corporate ethics hotline to thelegal/compliance department and a law firm). After being notified and/or alerted, thelegal/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 & Supervisory Board.

-

The “Corporate Ethics and Wacoal Standards of Conduct” prescribes that Directors andemployees shall firmly refuse to comply with demands of antisocial forces. In order tohandle unjust demands of antisocial 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 the same) along with any related materials:*Minutes of the general meeting of shareholders, minutes of the Board of Directors’
meetings, minutes of the Group Management Meeting, documents for which a Director isthe 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 thepreceding paragraph shall be subject to the “Document Management Rules”, but suchretention period shall be at least ten (10) years. The Directors and Audit & Supervisory
Board Members shall have access to these documents at all times.

(iii)

Rules and Other Systems concerning Risk Management of Losses-

In order to understand the management risk within the Wacoal Group in general and to
improve and/or strengthen our risk management system, we have established a Corporate
Ethics and Risk Management Committee, for which our Representative Director and- 43 -

President acts as administrative manager and the Director of Supervisor of Group
Business Management as Chairman. The Management Planning Department shall act asorganizer.
-

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 forour 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 theoperations of the Wacoal Group’s risk management system to the Board of Directors.

(iv)

System to Ensure Effective Execution of Duties by Directors-

In order to enhance appropriate decision-making by our Directors, at least one-third of all
Directors will be independent Outside Directors.

-

We will formulate a medium-term management plan to be shared by the Directors and/or
employees within the Wacoal Group and will direct and confirm courses of action andbusiness targets in the medium to short-term that are consistent with such plan.

-

We will follow the business results of each Wacoal Group company on a monthly basis
and report back to the Board of Directors. In addition, by holding a quarterly meeting of
the “Quarterly Business Results Review Committee”, we will confirm the businessresults and the implementation of measures and policies, consider measures in the event
targets are not achieved, and review such targets, as may be necessary.

-

We adopt a corporate officer system, under which we seek to build an appropriate andefficient management system which clearly defines the delegation of authority andresponsibilities with respect to major Group companies.

(v)

System to Ensure Appropriate Business Conduct within Group Companies-

We have enacted our “Group Management Rules”, which prescribes basic policies
regarding the management of Group companies and matters to be decided by our Boardof 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 Group companies, including
audits of the establishment and/or operation of our compliance system and risk
management system, and will report the results of its audits to the Board of Directors andthe responsible departments and give guidance and/or advice related to the above toGroup companies to ensure appropriate conduct of business.

-

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

(vi)

Matters concerning Assistants to Audit & Supervisory Board Members-

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

-

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

- 44 -

(vii)

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

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

-

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

-

Through the reporting of the following matters in addition to statutory matters to the
Audit & Supervisory Board Members by Directors and employees of the Wacoal Group,
we strive to have the Audit & Supervisory Board Members audit conducted effectively.
Matters referred to the Group Management Meeting
Monthly and quarterly Group management conditions
Results of audits of operations
The condition of our internal alert system
Other significant matters(viii)(2)

Other Systems to ensure Effective Audit by Audit & Supervisory Board Members-

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

-

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

-

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

-

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

-

The Audit & 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 compliancewith laws and regulations and the Company’s Articles of Incorporation-

We have a Compliance Committee which specifically establishes and operates ourcompliance system. The Compliance Committee holds a meeting each quarter, anddiscusses and reviews awareness of compliance and matters reported to us through theinternal alert system.

-

Our legal/compliance department continues to provide level-specific group education ande-learning programs as part of our educational activities for our employees. We are also
making step-by-step efforts to strengthen the internal alert system for our overseas Group- 45 -

companies by providing compliance awareness training and carrying out compliancereview by a third-party as well as by expanding our external corporate ethics hotline.
(ii)

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

(iii)

Documents prescribed in the “Document Management Rules” have been properly storedin accordance with the “Document Management Rules” and the Directors and Audit &Supervisory Board Members have access to these documents on a timely basis.
Rules and Other Systems concerning Risk Management of Losses-

The Corporate Ethics and Risk Management Committee assesses risks, monitors theimplementation of measures taken, and reports to the Board of Directors on a quarterly
basis.

-The CSR Procurement Committee was established as a subcommittee of the Corporate
Ethics and Risk Management Committee. As part of our group purchase policy, we
worked on an initiative that links the following functions, which we continue to expand,in order to check the outsourcees’ compliance with the “Wacoal Group CSR-based
Procurement Guidelines”, which includes promotion of business transactions withbusiness enterprises that emphasize attention to social needs with respect to human rights,
labor practices, environment and ethics; monitoring of self-evaluation by outsourcees;
analysis/assessment feedback; correction/improvement plans; and follow-up.

-

The Coronavirus Pandemic Countermeasure Team was created as a subcommittee of the
Corporate Ethics and Risk Management Committee. The Coronavirus Pandemic
Countermeasure Team gathered and delivered pandemic-related information within ourgroup, formulated guidelines and policies based on the guidance issued by thegovernment and local authorities, and made efforts to spread awareness of such policies
and guidance within our group companies.

(iv)

System to ensure Effective Execution of Duties by Directors-

We engage in highly transparent decision-making by appointing three independent
Outside Directors among our seven Directors.

-

We held discussions and prepared Wacoal Group’s medium- and long-term management
policy, which begins in the fiscal year ending March 2023.

-

We hold meetings of the Quarterly Business Results Review Committee on a quarterly
basis, and confirms and reviews the business results and implementation of measures.

(v)

System to ensure Appropriate Business Conduct within Group Companies-

Matters to be decided and reported by our subsidiaries are appropriately managed inaccordance with the “Group Management Rules”.

-

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

(vi)

Matters concerning Assistants to Audit & Supervisory Board Members-

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

- 46 -

(vii)

Reporting System of Directors and Employees to the Audit & Supervisory Board
Members and Other Systems related to the report to Audit & Supervisory Board
Members-(viii)(3)

The Audit & Supervisory Board Members attended primary meetings and received
reports on matters that were discussed and on the management condition, and also
received reports, from time to time, on the results of audits on the operation and mattersreported through the internal alert system.
Other Systems to ensure Effective Audits by Audit & Supervisory Board Members-

We enhance the effectiveness of audit by appointing three independent Outside Audit &Supervisory Board Members among the five Audit & Supervisory Board Members.

-

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

-

The Audit & Supervisory Board Members attend meetings of the Board of Directors andother important meetings, conduct hearings with the Directors and also visit our
subsidiaries to conduct audits. In addition, the Audit & Supervisory Board Memberspreside at Audit & Supervisory Board Group Meetings and receive periodic reports fromthe Audit & Supervisory Board Members of the domestic subsidiaries.

-

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

Policy Regarding Determination of Distribution of Earnings

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 throughactive investments aimed at higher profitability and to increase net income per share. With respect toretained earnings, we will actively invest in expanding our customer bases for our domestic business andour overseas businesses, with the aim of improving our enterprise value.
Based on the above-described basic policy and pursuant to the provisions of our Articles ofIncorporation, we have resolved at the Board of Directors’ Meeting held on May 13, 2022 that the year-end
dividend for the current fiscal year is 30.00 yen per share and the effective date is June 6, 2022. As aresult, the annual cash dividend per share, including the interim dividend, will be 50.00 yen for the current
fiscal year.
Annual dividend per share

Consolidated payout ratio(Yen)

FY2019FY2020

FY2021

FY2022(%)

FY2019We have conducted a share consolidation of common stock of theCompany pursuant to which two (2) shares were consolidated into one(1) share effective as of October 1, 2017. The amount of annual
dividend per share for fiscal year 2018 has been converted to reflect suchshare consolidation.

- 47 -FY2020

FY2021

FY2022For fiscal years after fiscal year 2019, the consolidated payout ratio
were 50.7% for fiscal year 2019, 63.1% for fiscal year 2020, 100.3%
for fiscal year 2021 and 61.6% for fiscal year 2022, respectively, if
calculated based on the net income attributable to Wacoal Holdings
Corp. excluding non-recurring items such as the impairment charges
on the intangible assets with respect to our subsidiaries andvaluation loss on marketable securities.

CONSOLIDATED FINANCIAL STATEMENTSCONSOLIDATED BALANCE SHEETS(Millions of yen)
ASSETS

Current Fiscal Year(as of March 31, 2022)

Reference:Previous Fiscal Year(as of March 31, 2021)

Accounts

AmountAmount108,428

134,122

Cash and cash equivalents

37,98263,557

Time deposits

1,387

1,443

-

253

19,414(282)
45,26817,571(346)
43,250

655

600

4,004

7,794

52,96149,758Land

20,35820,569Buildings and structures

77,641

72,978

Machinery and equipment

20,82919,356

Construction in progress

1,289

1,264

Accumulated depreciation(67,156)(64,409)141,856

138,881

Operating leases right-of-use assets

12,356

12,729Investments in affiliated companies

22,835

21,207

Investments

47,926

51,603

Goodwill

22,945

21,169Other intangible assets

15,40815,220Prepaid pension expense

13,411

9,533

Deferred income taxes

1,554

1,649

Other

5,421

5,771

Total Assets

303,245

322,761

Current Assets

Marketable securities
Notes and accounts receivable
Allowance for doubtful receivables
Inventories
Return assets
Other current assets
Property, Plant and Equipment

Other Assets(Note)

1. Amounts less than ¥1 million are rounded to the nearest million.
2. Figures under “Reference: Previous Fiscal Year” have not been audited.

- 48 -

(Millions of yen)
LIABILITIESCurrent Fiscal Year(as of March 31, 2022)

Reference:Previous Fiscal Year(as of March 31, 2021)

Accounts

AmountAmount47,30376,071

Short-term bank loans

10,22740,672

Trade notes payable

558

712

Trade accounts payable

10,067

8,734

Other payables

7,006

6,610

Accrued payroll and bonuses

6,319

6,822

Income taxes payable

1,408

1,025

Refund liabilities

1,991

2,266

Short-term operating lease liabilities

4,549

4,411

-

35

5,178

4,784

Long-term Liabilities

29,89028,074Long-term debt

1,626

1,498

Liability for termination and retirement benefits

3,345

1,942

Deferred income taxes

14,095

12,292Long-term operating lease liabilities

8,150

8,520

Contingent consideration

820

1,639

Other long-term liabilities

1,854

2,183

77,193

104,145

Common stock

13,26013,260Additional paid-in capital

29,077

29,120Retained earnings

183,456

181,346

Accumulated other comprehensive income

8,070

762

Foreign currency translation adjustments

7,714

1,770

356

(1,008)Current Liabilities

Current portion of long-term debt
Other current liabilities

Total Liabilities
EQUITY

Pension liability adjustments
Treasury stock, at cost
Total Wacoal Holdings Corp. Shareholders’EquityNoncontrolling interests(10,858)(8,876)

223,005

215,612

3,047

3,004

Total Equity

226,052

218,616

Total Liabilities and Equity

303,245

322,761(Note)

1. Amounts less than ¥1 million are rounded to the nearest million.
2. Figures under “Reference: Previous Fiscal Year” have not been audited.

- 49 -

CONSOLIDATED STATEMENTS OF INCOME

Current Fiscal Year(from April 1, 2021 toMarch 31, 2022)

Accounts

Net sales
Operating costs and expenses
Cost of sales
Selling, general and administrative expenses
Gain on sales or disposal of property, plant andequipment - net
Impairment charges on goodwill and otherintangible assets
Operating income (loss)
Other income (expenses)
Interest income
Interest expense
Dividend income
Valuation (loss) gain marketable securities andinvestments — net
Foreign exchange gain — net
Other — net
Income before income taxes and equity in
net income of affiliated companies
Income taxes
Current
DeferredIncome before equity in net income ofaffiliated companies
Equity in net income of affiliated companies
Net income
Net loss attributable to noncontrolling interests
Net income attributable to Wacoal Holdings
Corp.
(Note)

Amount172,860
167,847
76,607
93,221(1,981)

(365)

5,013
2,233
53
(62)
1,312

2,685
(1,115)
11,907
61
(78)
1,126

(641)
507
1,064

10,390
168
240

7,246
3,497
2,300
1,197

10,792
4,081
1,803
2,278

3,749
792
4,541
67

6,711
93
6,804
221

4,608

7,025

1. Amounts less than ¥1 million are rounded to the nearest million.
2. Figures under “Reference: Previous Fiscal Year” have not been audited.

- 50 -(Millions of yen)
Reference:Previous FiscalYear(from April 1, 2020
to March 31, 2021)
Amount152,204
153,319
67,79883,201NON-CONSOLIDATED FINANCIAL STATEMENTS
NON-CONSOLIDATED BALANCE SHEETS(Millions of yen)
ASSETS

Current Fiscal Year(as of March 31, 2022)

Reference:Previous Fiscal Year(as of March 31, 2021)

Accounts

AmountAmount23,141

51,563

Cash and bank deposits

19,69445,938

Short-term loans receivable from subsidiaries
and affiliated companies

7,581

7,298

336

2,179

(4,471)(3,852)142,039

140,173

Property, Plant and Equipment

39,23137,046

Buildings

20,291

17,688Structures

327

230

Machinery

16

18

Equipment

1,198

1,177

Land

17,397

17,581-350

Intangible Assets

587

587

Leasehold rights

585

585

1

1

102,219

102,5391

2

101,846

101,846

-

315

372

375

165,180

191,737

Current Assets

Other
Allowance for doubtful receivables
Fixed Assets

Construction in progress

Other
Investments and Other Assets
Investments
Investments in subsidiaries and affiliatedcompanies
Long-term loans receivable from subsidiaries
and affiliated companies
Other
Total Assets(Note)

1. Amounts less than ¥1 million are rounded down to the nearest million.
2. Figures under “Reference: Previous Fiscal Year” have not been audited.

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(Millions of yen)
LIABILITIESCurrent Fiscal Year(as of March 31, 2022)

Reference:Previous Fiscal Year(as of March 31, 2021)

Accounts

AmountAmount25,50050,3673

13

10,00040,00014,311

9,802

886

353

Accrued expenses

10

9Income taxes payable

222

120

Accrued bonuses

47

52

Other

18

15

1,347

1,263

1,245

844

102

419

26,84851,630Shareholders’ Equity

137,758

139,514

Common stock

13,26013,260Additional paid-in capital

29,29429,294

Capital reserve

29,29429,294Retained earnings

106,062

105,836

Legal reserve

3,315

3,315

102,747

102,521

Reserve for deferred gain on sale of property

4,934

4,000

General reserve

90,00090,000Retained earnings carried forward

7,813

8,520

Treasury stock, at cost

(10,858)(8,875)

Stock Acquisition Rights

573

591

Total Net Assets

138,332

140,106

Total Liabilities and Net Assets

165,180

191,737

Current Liabilities
Trade notes payable
Short-term bank loans
Short-term borrowings from subsidiaries andaffiliated companies
Other payables

Long-term Liabilities
Deferred income taxes
Other
Total Liabilities
NET ASSETS

Other retained earnings(Note)

1. Amounts less than ¥1 million are rounded down to the nearest million.
2. Figures under “Reference: Previous Fiscal Year” have not been audited.

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NON-CONSOLIDATED STATEMENTS OF INCOME(Millions of yen)Accounts

Operating revenue
Rental income
Dividend income
Other
Operating costs and expenses
Cost of rent
Operating gross income
Selling, general and administrative expenses
Operating income
Non-operating income
Interest income
Other
Non-operating expenses
Interest expenses
Provision of allowance for doubtful receivable forsubsidiaries and affiliated companies
Other
Ordinary income
Extraordinary income
Gain on sales of fixed assets
Extraordinary loss
Loss on sale and disposal of fixed assets
Impairment charges on fixed assets
Loss on sale of investments
Income before income taxes
Income taxes
Current
Deferred
Net income(Note)

Current Fiscal Year(from April 1, 2021
to March 31, 2022)

Reference:Previous Fiscal Year(from April 1, 2020 toMarch 31, 2021)

Amount
6,196
4,331
1,505
359
1,864
1,864
4,331
2,032
2,299
52
29
23
669
45

Amount16,4294,469
11,625
333
1,753
1,753
14,675
1,925
12,749
39
25
13
740
51

619
5
1,682
1,958
1,958
5
5
0
3,634
885
483
401
2,749

688
0
12,048
468
468
637
12
625
11,879335
332
2
11,544

1. Amounts less than ¥1 million are rounded down to the nearest million.
2. Figures under “Reference: Previous Fiscal Year” have not been audited.

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(TRANSLATION)
INDEPENDENT AUDITOR'S REPORTMay 13, 2022
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
OpinionPursuant to the fourth paragraph of Article 444 of the Companies Act, we have audited the consolidated
financial statements of Wacoal Holdings Corp. and its consolidated subsidiaries (the "Group"), namely, theconsolidated balance sheet as of March 31, 2022, and the consolidated statement of income and consolidated
statement of equity for the fiscal year from April 1, 2021 to March 31, 2022, and the related notes.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, theconsolidated financial position of the Group as of March 31, 2022, and its consolidated results of its operations
for the year then ended in accordance with accounting standards prescribed pursuant to the provisions of thesecond sentence of the first paragraph of Article 120 of the Ordinance on Company Accounting which is appliedmutatis mutandis pursuant to the third paragraph of Article 120-3 of the Ordinance on Company Accountingthat omit a part of the disclosures required under accounting principles generally accepted in the United Statesof America.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities
under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated
Financial Statements section of our report. We are independent of the Group in accordance with the provisionsof 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.
Other Information
Management is responsible for the other information. Audit & Supervisory Board members and the Audit &Supervisory Board are responsible for overseeing the Directors' execution of duties relating to the design andoperating effectiveness of the controls over the other information. The other information comprises theinformation included in the Business Report and the accompanying supplemental schedules.
Our opinion on the consolidated financial statements does not cover the other information and we do not express
any form of assurance conclusion thereon.
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In connection with our audit of the consolidated financial statements, our responsibility is to read the otherinformation and, in doing so, consider whether the other information is materially inconsistent with theconsolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this otherinformation, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Audit & Supervisory Board Members and the Audit & Supervisory
Board for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements inaccordance with accounting standards prescribed pursuant to the provisions of the second sentence of the firstparagraph of Article 120 of the Ordinance on Company Accounting which is applied mutatis mutandis pursuant
to the third paragraph of Article 120-3 of the Ordinance on Company Accounting that omit a part of thedisclosures required under accounting principles generally accepted in the United States of America, and forsuch internal control as management determines is necessary to enable the preparation of consolidated financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group's ability
to continue as a going concern, disclosing, as applicable, matters related to going concern in accordance withaccounting standards prescribed pursuant to the provisions of the second sentence of the first paragraph of
Article 120 of the Ordinance on Company Accounting which is applied mutatis mutandis pursuant to the thirdparagraph of Article 120-3 of the Ordinance on Company Accounting that omit a part of the disclosures required
under accounting principles generally accepted in the United States of America.
Audit & Supervisory Board members and the Audit & Supervisory Board are responsible for overseeing the
Directors' execution of duties relating to the design and operating effectiveness of the controls over the Group's
financial reporting process.
Auditor's Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as awhole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that
includes our opinion. Misstatements can arise from fraud or error and are considered material if, individually orin the aggregate, they could reasonably be expected to influence the economic decisions of users taken on thebasis 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 tofraud or error, design and perform audit procedures responsive to those risks. The procedures selected dependon the auditor's judgment. In addition, we obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion.
• Obtain, when performing risk assessment procedures, an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Group's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates andrelated disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may castsignificant doubt on the Group's ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the
consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future
events or conditions may cause the Group to cease to continue as a going concern.
- 55 -

• Evaluate whether the overall presentation and disclosures of the consolidated financial statements are inaccordance with accounting standards prescribed pursuant to the provisions of the second sentence of the firstparagraph of Article 120 of the Ordinance on Company Accounting which is applied mutatis mutandis
pursuant to the third paragraph of Article 120-3 of the Ordinance on Company Accounting that omit a part ofthe disclosures required under accounting principles generally accepted in the United States of America, as
well as the overall presentation, structure and content of the consolidated financial statements, including thedisclosures, and whether the consolidated financial statements represent the underlying transactions andevents in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or businessactivities within the Group to express an opinion on the consolidated financial statements. We are responsible
for the direction, supervision and performance of the group audit. We remain solely responsible for our audit
opinion.
We communicate with Audit & Supervisory Board members and the Audit & Supervisory Board regarding,among other matters, the planned scope and timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during our audit.
We also provide Audit & Supervisory Board members and the Audit & Supervisory Board with a statement that
we have complied with relevant ethical requirements regarding independence, and communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence, and whereapplicable, related safeguards.
Interest Required to Be Disclosed by the Certified Public Accountants Act of Japan
Our firm and its designated engagement partners do not have any interest in the Group which is required to bedisclosed pursuant to the provisions of the Certified Public Accountants Act of Japan.

Notes to the Readers of Independent Auditor's Report
This is an English translation of the independent auditor's report as required by the Companies Act of Japan forthe conveniences of the reader. The other information in “the accompanying supplemental schedules” referred toin the “Other Information” section of this English translation is not translated.

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(TRANSLATION)
INDEPENDENT AUDITOR'S REPORTMay 13, 2022
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
OpinionPursuant to the first item, second paragraph of Article 436 of the Companies Act, we have audited thenonconsolidated financial statements of Wacoal Holdings Corp. (the "Company"), namely, the nonconsolidatedbalance sheet as of March 31, 2022, and the nonconsolidated statement of income and nonconsolidated
statement of changes in net assets for the 74th fiscal year from April 1, 2021 to March 31, 2022, and the related
notes and the accompanying supplemental schedules.
In our opinion, the accompanying nonconsolidated financial statements present fairly, in all material respects,
the financial position of the Company as of March 31, 2022, and its financial performance for the year thenended in accordance with accounting principles generally accepted in Japan.
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 theNonconsolidated Financial Statements section of our report. We are independent of the Company in accordancewith the provisions of the Code of Professional Ethics in Japan, and we have fulfilled our other ethicalresponsibilities as auditors. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our opinion.
Other Information
Management is responsible for the other information. Audit & Supervisory Board members and the Audit &Supervisory Board are responsible for overseeing the Directors' execution of duties relating to the design andoperating effectiveness of the controls over the other information. The other information comprises theinformation included in the Business Report and the accompanying supplemental schedules.
Our opinion on the nonconsolidated financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.

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In connection with our audit of the nonconsolidated financial statements, our responsibility is to read the otherinformation and, in doing so, consider whether the other information is materially inconsistent with thenonconsolidated 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 this otherinformation, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Audit & Supervisory Board Members and the Audit & Supervisory
Board for the Nonconsolidated Financial Statements
Management is responsible for the preparation and fair presentation of the nonconsolidated financial statementsin accordance with accounting principles generally accepted in Japan, and for such internal control as
management determines is necessary to enable the preparation of nonconsolidated financial statements that are
free from material misstatement, whether due to fraud or error.
In preparing the nonconsolidated financial statements, management is responsible for assessing the Company's
ability to continue as a going concern, disclosing, as applicable, matters related to going concern in accordancewith accounting principles generally accepted in Japan.
Audit & Supervisory Board members and the Audit & Supervisory Board are responsible for overseeing the
Directors' execution of duties relating to the design and operating effectiveness of the controls over theCompany's financial reporting process.
Auditor's Responsibilities for the Audit of the Nonconsolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the nonconsolidated financial statements as awhole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that
includes our opinion. Misstatements can arise from fraud or error and are considered material if, individually orin the aggregate, they could reasonably be expected to influence the economic decisions of users taken on thebasis of these nonconsolidated 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 nonconsolidated 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 toprovide a basis for our opinion.
• Obtain, when performing risk assessment procedures, an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates andrelated disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may castsignificant doubt on the Company's ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in thenonconsolidated 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 Company to cease to continue as a going concern.
• Evaluate whether the overall presentation and disclosures of the nonconsolidated financial statements are inaccordance with accounting principles generally accepted in Japan, as well as the overall presentation,
structure and content of the nonconsolidated financial statements, including the disclosures, and whether thenonconsolidated financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.

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We communicate with Audit & Supervisory Board members and the Audit & Supervisory Board regarding,among other matters, the planned scope and timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during our audit.
We also provide Audit & Supervisory Board members and the Audit & Supervisory Board with a statement that
we have complied with relevant ethical requirements regarding independence, and communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence, and whereapplicable, related safeguards.
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 Company which is required tobe 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 Companies Act of Japan forthe conveniences of the reader. "The accompanying supplemental schedules" referred to in the “Opinion”
section of this English translation are not included in the attached financial documents. In addition, the otherinformation in “the accompanying supplemental schedules” referred to in the “Other Information” section ofthis English translation is not translated.

- 59 -

AUDIT REPORT
We, the Audit & Supervisory Board, have received reports on the audit procedures and results
concerning the execution of duties by the Directors during the 74th fiscal year, from April 1, 2021 to March 31,
2022, prepared by each of the Audit & Supervisory Board Members. After review of the reports, we have
prepared this Audit Report as follows:
1.

Procedures and details of the audits by the Audit & Supervisory Board Members and the Audit& Supervisory Board(1) The Audit & Supervisory Board established policy on audits and the assignment of work
responsibilities, received reports on the audits and results from each of the Audit & Supervisory Board
Members, received reports regarding the execution of duties by Directors and the Accounting Auditor,
and requested reports whenever necessary.
(2) In conformity with the audit standards prescribed by the Audit & Supervisory Board and in accordancewith the policy on audits and the assignment of work responsibilities, each of the Audit & Supervisory
Board Members has made efforts to communicate with the Directors, internal audit department, andother employees and maintain an environment for information gathering and auditing and haveconducted audits as follows:(i)

We attended meetings of the Board of Directors and other important meetings, received reports
regarding the execution of duties by the Directors and employees, investigated the conduct of
the business and the assets and properties of the Company at the head office and other principal
offices, and whenever necessary, requested explanations. With respect to subsidiaries, we madeefforts to communicate and exchange information with the Directors and Audit & Supervisory
Board Members of the subsidiaries and, whenever necessary, requested reports on the businessfrom such subsidiaries.

(ii)

With respect to the resolution of the Board of Directors concerning the establishment of thesystem required under Paragraphs 1 and 3, Article 100 of the Enforcement Regulations of theCompanies Act, as described in the business report, in order to ensure that the execution ofduties by Directors is in compliance with laws and regulations and the Company’s Articles ofIncorporation and that the business conduct of the business group comprised of a joint stock
corporation (kabushiki kaisha) and its subsidiaries is appropriate, as well as the systemestablished pursuant to such resolution (internal control system), we have received reports
regularly from the Directors and other employees on their establishment and operation,
requested explanations whenever necessary, and expressed our opinion.

(iii)

We have monitored and inspected whether the Accounting Auditor has maintained
independence and whether the audits have been conducted appropriately, received reports fromthe Accounting Auditor on the execution of duties, and requested explanations whenevernecessary. The Accounting Auditor has reported to us that the “system to ensure the appropriate
execution of duties” (matters stipulated in each Item of Article 131 of the Ordinance on
Company Accounting under the Companies Act) has been established pursuant to the “Quality
Control Standard for Audits” (Business Accounting Council, October 28, 2005), and werequested explanations whenever necessary.

Based on the above, we have examined the business report and the supplementary statement, financial
statements (the non-consolidated balance sheets, the non-consolidated statements of income, the nonconsolidated statement of changes in net assets, and the related notes), and the accompanying
supplemental schedules, as well as the consolidated financial statements (the consolidated balance
sheets, the consolidated statements of income, the consolidated statement of equity, and the related
notes) for the 74th fiscal year.

- 60 -

2.

Results of the audit(1) Results of the audit on the business report(i)

The business report and its supplementary statement present fairly the Company’s affairs inconformity with the applicable laws and regulations of Japan and the Company’s Articles ofIncorporation.

(ii)

With regard to the execution of duties by the Directors, there has been no misconduct or material
matters that would constitute a violation of any laws or regulations of Japan or the Company’s
Articles of Incorporation.

(iii)

In our opinion, the details of the resolution of the Board of Directors regarding the internal
control system are fair, and we have nothing to point out with regard to the details of thebusiness report and execution of duties by Directors concerning said internal control system.

(2) Results of the audit of the non-consolidated financial statements and the accompanying supplementaryschedules
In our opinion, the audit procedures and audit results received from Deloitte Touche Tohmatsu LLC,
the Accounting Auditor, are appropriate.
(3) Results of the audit of the consolidated financial statements
In our opinion, the audit procedures and audit results received from Deloitte Touche Tohmatsu LLC,
the Accounting Auditor, are appropriate.
May 20, 2022
Wacoal Holdings Corp.
Audit & Supervisory Board
Shinichi Kitagawa (Seal)
Audit & Supervisory Board Member(Standing)
Katsuhiro Okamoto (Seal)
Audit & Supervisory Board Member(Standing)
Hiroshi Shirai (Seal)
Audit & Supervisory Board Member
Mitsuhiro Hamamoto (Seal)
Audit & Supervisory Board Member
Minoru Shimada (Seal)
Audit & Supervisory Board Member(Note)
Mr. Hiroshi Shirai, Mr. Mitsuhiro Hamamoto, and Mr. Minoru Shimada, Audit & Supervisory Board
Members, are Outside Audit & Supervisory Board Members as stipulated by Item 16 of Article 2 and Paragraph
3 of Article 335 of the Companies Act.
-End-

- 61 -