MATERIALSFOR THE 75TH ORDINARY GENERAL MEETINGOF SHAREHOLDERS(DELIVERED DOCUMENTS)

AMONG THE INFORMATION THAT ARE PROVIDED TO SHAREHOLDERSIN ELECTRONIC FORMAT, THIS DOCUMENT IS THE MATERIALSDELIVERED TO SHAREHOLDERS WHO HAVE REQUESTED DELIVERY OF
THE DOCUMENTS PURSUANT TO LAW AND REGULATION AND THE
ARTICLES OF INCORPORATION(This is an English translation of the original materials (Delivered Documents) in the Japanese language
dispatched to shareholders in Japan, 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 shallprevail. This translation is subject to change 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, or changes with regard to this translation.)

WACOAL HOLDINGS CORP.
(CODE NUMBER: 3591)
KYOTO, JAPANBUSINESS REPORTFOR THE PERIOD FROM APRIL 1, 2022 THROUGH MARCH 31, 2023
1.

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

188,592 million yen

Operatingloss

Revenuevs FY2022

9.6%

3,490 million yen
vs FY2022

increase

Loss before
income taxes
and equity in
net income ofaffiliatedcompanies

Net loss
attributable toowners ofparent699 million yen
vs FY2022

1,776 million yen
vs FY2022(Our group voluntarily implements the International Financial Reporting Standards (“IFRS”)
starting from the beginning of the current fiscal year, and the results for the previous fiscal year have been
reclassified to IFRS for comparative analysis.)
Business environment surrounding our group during the current fiscal year (from April 1, 2022 toMarch 31, 2023) were severely affected by weak sales of our core innerwear products in major countries. In
Japan, although there were signs of recovery in consumer spending as restrictions on economic activities
eased, sales from our group’s domestic business has remained below our initial expectations due to thesluggish increase in the number of customers visiting our retail stores in addition to the negative impact on
consumer spending arising from rising inflation. Our business environment in the United States remained
weak due to the slowdown in consumer spending as well as the impact of suppliers’ restraint on purchasing.
Our business in China also remained challenging due to the impact of the prolonged implementation of strict
coronavirus pandemic (“COVID-19”) restrictions. On the other hand, our business in Europe maintained its
growth trend due to the strong performance of our core brands, while our business in other Asian countries
also recovered as relaxation of COVID-19 restrictions took place.
Under such circumstances, our group announced in June 2022, the “VISION 2030”, which is our
medium- to long-term strategy framework, and our mid-term business plan for the next three years startingwith the current fiscal year, and we are working to achieve sustainable growth and to enhance our corporate
value. In our domestic business, we continued to promote our unique CX strategy including the utilizationof our customers database and merger between online and offline activities to improve value of our customer
experience, and strengthen our efforts to improve profitability, aiming to “transform ourselves into a resilient
corporate structure”. In our overseas business, we promoted initiative for further growth by expanding our
e-commerce business, in addition to expanding solid sales in the existing areas where we conduct our business.
With regard to financial strategies, we worked to improve our return on equity by implementing initiatives
to improve profitability and capital efficiency.
As a result of the above, for the current fiscal year, consolidated revenue was 188.59 billion yen (anincrease of 9.6% as compared to such revenue for the previous fiscal year). We recorded a consolidated
operating loss of 3.49 billion yen (as compared to a consolidated operating profit of 3.29 billion yen for theprevious fiscal year) as a result of the impairment charges of 10.03 billion yen recorded on goodwill andintangible assets related to Wacoal International Corp. (U.S.) and the expenses of 0.75 billion yen incurred
for the implementation of the Flexible Retirement Program at Wacoal Corp., despite a gain from sale of fixed
assets (3.02 billion yen) related to the sale of our former business office building in Osaka. Consolidated
loss before income taxes and equity in net profit of affiliated companies was 0.70 billion yen (as compared
to a consolidated profit of 4.08 billion yen for the previous fiscal year) and consolidated net loss attributableto owners of parent was 1.78 billion yen (as compared to a consolidated net profit of 1.73 billion yen for theprevious fiscal year) as a result of the operating loss despite the recording of profit from our investments
accounted for using equity method.

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The key exchange rates used for the current fiscal year (the previous fiscal year) were: 135.47 yen(112.38 yen) to the U.S. dollar; 163.15 yen (153.56 yen) to the Sterling pound; and 19.75 yen (17.51 yen) to
the Chinese yuan.
The following is a summary of revenue by reporting segment.
Peach John Business

Other

Wacoal Business(Domestic)

Reporting Segment Information
Revenue(Millions of yen)vs FY2022 (%)

Wacoal Business (Domestic)

Revenuecomposition
Ratio

Wacoal Business (Overseas)
Peach John Business
Other

Wacoal Business(Overseas)(Note) IFRS 8 Operating Segment has been applied in our Segment
Information.

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vs FY2022

Wacoal Business (Domestic)

Revenue

Revenue

Operatingincome96,746 million yen
increase(Millions of yen)

Operating income (Millions of yen)vs FY2022

2,862 million yen
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
FY2022

FY2023

FY2022

FY2023

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

In our “Wacoal Business (Domestic)” segment, while aiming to “transform ourselves into a resilient
corporate structure” set forth as a core strategy under our mid-term business plan, we promoted our uniquestrategy to improve value of our customer experience and undertook business structure reform to improve
profitability.
During the current fiscal year, sales were significantly below our initial expectations. Despite thecontinued relaxation of restrictions on economic activities, the number of customers visiting our retail storesremained sluggish due to lack of high-profile products as well as the negative impact on consumer spending
arising from rising inflation and suppliers’ restraint on purchasing. With regard to our CX strategy, which is
our focus for achieving renewed growth, the strengthening of our retention marketing through the integrationof customer data was successful, and sales from our existing member customers were in line with our plans,
but sales from non-member customers including new customers remained weak, as we could not come up
with effective promotional measures which would lead to store visits and customer acquisition.
As a result of the above, revenue attributable to our “Wacoal Business (Domestic)” segment was
96.75 billion yen (an increase of 9.8% as compared to such revenue for the previous fiscal year). Operating
profit was 2.86 billion yen (an increase of 373.8% as compared to such operating profit for the previous fiscal
year) due to the increased revenue as well as thorough cost control and a gain from sale of fixed assets(including our former business office in Osaka), despite the impact of soaring cost of sales associated withthe sharp depreciation of the Japanese yen and increased returns due to suppressed in-store sales.
Starting in the current fiscal year, we have changed the presentation of net sales from Wacoal Corp.
related to transactions with department stores to be based on storefront prices, but we have not maderetroactive revisions. This change in presentation has no impact on operating profit because this change
resulted in increases in both revenue and selling, general and administrative expenses of the same amount(5.42 billion yen).

-4-

vs FY2022

Revenue

Wacoal Business (Overseas)

66,732 million yen
increase

Revenue(Millions of yen)

Operating income/loss (Millions of yen)

Operatingloss

vs FY2022

7,397 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, as well as the direct sale ofcertain products to consumers
Core Products
FY2022

FY2023

FY2022

FY2023

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

In order to realize “accelerate global growth”, which is one of our core strategies under the midterm business plan with respect to our “Wacoal Business (Overseas)” segment, we made efforts to acquire
new customers by strengthening digital marketing and to convert existing customers to loyal customers by
utilizing data and strengthening CRM.
With respect to Wacoal Europe Ltd., sales from swimwear products remained strong, and our
products under “Elomi” brand achieved a high level of growth against the backdrop of the growing body
positivity trend. In response, sales from department stores, specialty stores and e-commerce remained strong,
maintaining the growth trend. Sales from Wacoal International Corp. (U.S.) remained sluggish, affected by
the slowdown in consumer spending primarily due to the rapid inflation. Sales from Wacoal America, Inc.,on a local currency basis, decreased due to sluggish sales from our physical store channel caused by weakin-store sales, our clients’ restraint on procurement and production delays of our core products. In light of
the recent deterioration in the marketing environment, Intimates Online, Inc., which distributes the “LIVELY”
brand, reformed its management structure in August 2022 and made efforts to improve profitability.
However, due to a significant reduction in advertising expenses, the number of customers visiting its storesfell, which resulted in a significant decrease in sales. Sales from Wacoal China Co., Ltd. (“Wacoal China”)
significantly decreased due to the weak e-commerce sales as well as the temporary closings of commercial
facilities and a decrease in the number of customers visiting stores due to the impact of strict restrictions on
activities under the zero-COVID policy.
As a result of the above-described factors and the recent rapid depreciation of the Japanese yen
against major currencies, revenues attributable to our “Wacoal Business (Overseas)” segment on a Japanese
yen basis were 66.73 billion yen (an increase of 12.7% as compared to such revenues for the previous fiscal
year). We recorded an operating loss of 7.40 billion yen (as compared to an operating profit of 2.06 billion
yen for the previous fiscal year) due to the operating loss incurred at Wacoal China resulting from weak sales
and an impairment charge recorded at Wacoal International Corp. (U.S.).

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vs FY2022

Revenue

Peach John Business

11,918 million yen
decrease

Revenue(Millions of yen)

Operating income(Millions of yen)

Operatingincomevs FY2022

915 million yen
decrease

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
FY2022

FY2023

FY2022

FY2023

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

In our Peach John Business, we aimed to achieve a high profit level by promoting productdevelopment that captures consumer needs and by developing effective marketing strategies.
During the current fiscal year, sales from our directly-managed stores exceeded the sales for theprevious fiscal year due to the absence of negative impact of COVID-19 seen during the previous fiscal year,
as well as the strong instore sales of our core products under “NICE BODY” series. On the other hand, oure-commerce sales fell below the previous fiscal year’s level due to ineffective efforts to increase the numberof customers visiting our online stores through content marketing measures using new brand muse andproducts. In addition, our subsidiary in Peach John Business in China terminated its operations in December
2022.
As a result of the above, revenue attributable to our “Peach John Business” segment were 11.92
billion yen (a decrease of 2.3% as compared to such revenue for the previous fiscal year). Despite our efforts
to curb advertising expenses, operating profit decreased to 0.92 billion yen (a decrease of 44.5% as comparedto such operating profit for the previous fiscal year) due to the impact of decreased revenue, the depreciationof the Japanese yen leading to increase in raw materials costs and the loss incurred in connection with thetermination of business activities of our subsidiary in China.

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vs FY2022

RevenueOther13,196 million yen
increase

Revenue(Millions of yen)

Operating income/loss (Millions of yen)

Operatingincomevs FY2022

130 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

FY2022

FY2023

FY2022

FY2023

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

In our “Other” business segment, we proceeded to build a system that can continue to steadily
generate profits by actively addressing unprofitable businesses and reassessing fixed costs in order to achieve
the core strategy aiming “to transform ourselves into a resilient corporate structure” under our mid-termbusiness plan.
During the current fiscal year, sales from Lecien Corporation decreased as a result of the weak salesof its private brand products sold by major apparel supply chain companies, despite a recovery in sales fromits own brand products. Revenue from Nanasai Co., Ltd. and Ai Co., Ltd. increased due to the recovery indemand following the easing of COVID-19 restrictions.
As a result of the above, revenue and operating profit attributable to our “Other” business segment
were 13.20 billion yen (an increase of 5.3% as compared to such revenue for the previous fiscal year) and
0.13 billion yen (as compared to an operating loss of 1.02 billion yen for the previous fiscal year), respectively.
While sales from each company in the segment remain below the pre-pandemic level, we were able to record
a profit due to an improvement in profit structure resulting from a progress in reassessment of operations ofeach company as well as the compensation received from the vacating of a factory site by a subsidiary of
Lecien Corporation.

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(b)

Financing

There were no significant items to be noted for financing activities during the current
consolidated fiscal year.
(c)

Capital Expenditures

The total amount of capital expenditures during fiscal year 2023 was 5.048 billion yen,mainly including expenditures for information system investments incurred by our subsidiaries,and expenditures for the maintenance and repair of real estate.

-8-

(2)

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

Changes in Results of Operations and State of Assets of the Group(Millions of yen, except per share amounts)
U.S. Accounting Standards
IFRS
Fiscal year ended/as of March 31,
2020
2021
2022
2023
186,760
152,204
172,860
172,072
188,592
6,632(1,115)
5,013
3,291(3,490)Category
Revenue
Operating (loss) profit
Net (loss) profit
attributable to ownersof parent
Basic (loss) earnings
per share (yen)Total assets
Equity attributable toowners of parent
Equity attributable toowners of parent per
share (yen)

3,472

7,025

4,608

1,732

(1,776)54.26

112.57

74.04

27.83

(29.66)277,688322,761

303,245

299,177

285,296205,371

215,612223,005

217,990

209,834

3,291. 06

3,454.18

3,628.56

3,546.96

3,617.03

Revenue

FY2020

FY2021

U.S. Accounting Standards

FY2022

FY2023IFRS

FY2021

U.S. Accounting Standards(Notes) 1.
2.
3.
4.

FY2022

FY2023IFRS

FY2020

FY2021

FY2022

FY2023

IFRS

Total assets/Equity attributable to owners of parent(Yen)(Millions of yen)

(Millions of yen)

U.S. Accounting Standards

Basic (loss) earnings per share

FY2020Net (loss) profit attributable to owners of parent

Operating (loss) profit(Millions of yen)

Total assets

FY2020Equity attributable to owners of parent

FY2021

U.S. Accounting Standards

FY2022

FY2020

FY2021

FY2022

U.S. Accounting Standards

FY2023

IFRS

Equity attributable to owners of parent per share(Millions of yen)

FY2023IFRS(Yen)

FY2020

FY2021

U.S. Accounting Standards

FY2022

FY2023IFRS

The consolidated financial statements are prepared in accordance with IFRS starting from thefiscal year ended March 31, 2023.
Changes in state of assets and (loss) income are presented in accordance with the terms used
under IFRS.
Basic (loss) earnings 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.
Equity attributable to owners of parent per share is calculated based on the number of sharesissued (excluding the number of shares held as treasury stock) as of the end of each fiscal
year.

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(ii)

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

Category

2020
13,3469,111
8,762
136.93
156,000
130,9962,090.11

Operating revenue
Ordinary income
Net income
Net income per share (yen)Total assets
Net assets
Net assets per share (yen)Operating revenue(Millions of yen, except per share amounts)
Fiscal year ended/as of March 31,
2021
2022
2023
16,4296,196
6,772
12,048
1,682
2,473
11,5442,749
4,458
184.9844.18
74.46
191,737
165,180
154,705
140,106
138,332
130,6022,235.07
2,241.50
2,242.19

FY2020

FY2021

FY2022

FY2023(Millions of yen)

FY2020(Yen)(Notes) 1.
2.

FY2021

FY2022

FY2021

FY2022

FY2023(Millions of yen)

FY2020Total assets/Net assets

Net income per share

FY2020Net income

Ordinary income(Millions of yen)

FY2023

Total assets

FY2020

FY2021

FY2022

Net assets per share(Yen)(Millions of yen)

Net assets

FY2021

FY2022

FY2023

FY2023

FY2020

FY2021

FY2022

FY2023

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.

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(3)Issues to Address

During the fiscal year ending March 2024, we expect that the environment surrounding ourbusiness will continue to be unstable due to a mix of expectations of recovery in consumer spending inhopes to put an end to the impact of COVID-19 and concerns of a slowdown in consumption following
price hikes, geopolitical risks and financial anxiety. Under these circumstances, we will continue toendeavor to address increasingly complex and diverse social issues as “an opportunity for future growth”,
promote “sustainability management” to achieve both “resolution of social issues” and “sustainablegrowth” through our business and enhance corporate value through the following initiatives:
Transformation to management focused on capital efficiency
Our market capitalization (market valuation that takes into account future growth) has remained below ournet assets, and we recognize that it is critical to address this issue to restore the stagnant price-to-book ratio(P/B ratio) to a level of 1x or more by quickly improving profitability and achieving a return on capital thatexceed cost of capital. Accordingly, we will achieve medium- to long-term corporate value enhancement
through sustainable growth, by ensuring that each operating entity and/or business division will shift tomanagement that is more focused on profitability and capital efficiency than in the past, and formulatingand executing highly effective strategies. Our new management takes the lead in analyzing and evaluating
our capital profitability and market valuation as well as policies, goals and/or management indicators for
improving P/B ratio, specific initiatives and timeframe for the execution of these initiatives. We plan todisclose these in mid-November 2023.
Enhancement of governanceIn order to shift to a management that focuses on capital efficiency and to achieve a return on capital thatexceeds cost of capital, we will need to further strengthen the supervisory function of our Board of
Directors over execution of business and to enhance effectiveness of management. In order to steadily
implement our agenda of improving profitability and capital efficiency, we have examined the skill set of
our Board of Directors and decided to appoint an additional Outside Director with experience andknowledge in the areas of investment and financial capital markets.
Improvement of business profitability
Although the restrictions on activities in various countries and/or regions have been eased since thesubsidence following the spread of COVID-19, the recovery in profit has been slow due to inadequate
response to changing consumer needs and consumer behaviors from the experience of COVID-19. We willachieve renewed growth by providing new customer experience value and creating new business, while
continuing to reform our cost structure and improve business efficiency at the same time.
Other issues
The business environment surrounding the Company continues to undergo significant changes including ashrinking domestic market due to a decline in birthrate and aging population, changes in distribution suchas the expansion of e-commerce, diversification of consumer needs, growing cost-conscious consumers,
and further increase in raw material and transportation costs associated with geopolitical risks. In addition,
environment issues, such as climate change and human rights issues, are becoming increasingly serious,
and require appropriate responses and preventative measures.
The Company will endeavor to achieve resolving social issues on one hand and sustainable growth on theother hand through our initiatives for “maximizing the value provided to customers”, “building anorganization in which each employee can grow and be highly motivated”, “preserving the global
environment for future generations”, “realizing a society in which everyone can excel at their roles” and“enhancing governance toward realization of sustainable growth”, which we have defined as ourmaterialities (material issues).

- 11 -

(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),
Wacoal Manufacturing Japan 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)(5)

Employees(i)

Employees within the Group

Name of Operating Segment
Wacoal Business (Domestic)
Wacoal Business (Overseas)
Peach John Business
Other
Total

(Notes) 1.

Increase (Decrease) from theEnd of Previous Fiscal Year
(457)
282
(54)
(341)
(570)

Number of Employees
6,428
10,937396
1,386
19,147

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 482).

2.

(ii)

Employees of the Company

Number of Employees
112

Increase (Decrease) fromthe End of Previous Fiscal
Year
22

Average Age

Average Years ofService

45.8

19.5

(Note) The number of employees is the number of individuals working within the Company.

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(6)Principal Subsidiaries
Name ofCompany

Location

Wacoal Corp.

Minami-ku, Kyoto

Stated Capital(Millions of yen)
5,000

Peach John Co.,Ltd.
Nanasai Co.,Ltd.

Minato-ku, Tokyo90

100.0%

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)
189,364100.0%

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

Shareholding
Ratio
100.0%

Main Business

Remarks

Manufactureand sale ofgarments
Sale ofgarments
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

*1

*2

*3

*4

(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.
(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)
154,705

Major Lenders (as of March 31, 2023)
Amount of Borrowings(Millions of yen)
2,500
1,500
1,000

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

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2.

STOCK INFORMATION (As of March 31, 2023)(1)

Total Number of Shares Authorized to be Issued:

250,000,000 shares(2)

Total Number of Issued and Outstanding Shares:(including 6,487,185 shares of treasury stock)64,500,000 shares(Note) The total number of issued and outstanding shares including the shares of treasury stock
decreased by 1,089,042 shares from the end of previous fiscal year (March 31, 2022) following thecancellation of 1,089,042 shares of treasury stock on May 23, 2022 pursuant to the provisions ofArticle 178 of the Companies Act.
(3)

Total Number of Shareholders:(4)

Major Shareholders (Top 10):
Name of Shareholder

19,648

Number of Shares Heldby Shareholder(Thousands of shares)

The Master Trust Bank of Japan, Ltd.
(Trust Account)
Custody Bank of Japan, Ltd. (Trust Account)
Meiji Yasuda Life Insurance Company
MUFG Bank, Ltd.
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
(%)

5,509

9.50

3,720
3,050
2,986
2,352
1,751
1,569
1,525
1,241
1,205

6.41
5.26
5.15
4.06
3.02
2.71
2.63
2.14
2.08

The number of shares held by shareholder is rounded down to the nearest thousand.
The Company is holding 6,487,185 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, 2023

Directors (excluding Outside Directors)(Notes) 1.

2.

Number of Shares
GrantedNumber of Officers Granted
Shares

19,434

4

For details on restricted stock, please see “4. Officers – (2) Compensation and Other
Compensation Paid to Directors and Audit & Supervisory Board Member” of Business Reporton page [18].
The above information includes the number of shares allotted to officers who have retired
from such positions.

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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, 2023
Class and numberof shares
represented bystock acquisitionrightsAmount to be paid
upon exercise ofstock acquisitionrightsExercise period

Status(held by)Name
(Issuance Date)

Number ofstockacquisitionrights

2nd Stock
Acquisition
Rights (July 30,
2008)

4

Common stock
2,000 shares

One (1) yen per share

September 2, 2008 September 1, 2028

1 Director(Note 2)

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)

6th Stock
Acquisition
Rights(July 30, 2010)

4

Common stock
2,000 shares

One (1) yen per share

September 2, 2010 September 1, 2030

1 Director(Note 2)

7th Stock
Acquisition
Rights(July 29, 2011)7

Common stock
3,500 shares

One (1) yen per share

September 2, 2011 September 1, 2031

1 Director

9th Stock
Acquisition
Rights(July 31, 2012)10

Common stock
5,000 shares

One (1) yen per share

September 4, 2012 September 3, 2032

1 Director

11th Stock
Acquisition
Rights(July 31, 2013)

9

Common stock
4,500 shares

One (1) yen per share

September 3, 2013 September 2, 2033

1 Director

13th Stock
Acquisition
Rights(July 31, 2014)8

Common stock
4,000 shares

One (1) yen per share

September 2, 2014 September 1, 2034

1 Director

15th Stock
Acquisition
Rights(July 31, 2015)

7

Common stock
3,500 shares

One (1) yen per share

September 2, 2015 September 1, 2035

1 Director

17th Stock
Acquisition
Rights(July 29, 2016)

9

Common stock
4,500 shares

One (1) yen per share

September 2, 2016 September 1, 2036

1 Director

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 Director(Note 2)19th Stock
Acquisition
Rights(July 31, 2017)

6

Common stock
3,000 shares

One (1) yen per share

September 2, 2017 September 1, 2037

1 Director- 15 -

Class and numberof shares
represented bystock acquisitionrightsAmount to be paid
upon exercise ofstock acquisitionrightsExercise period

Status(held by)Name
(Issuance Date)

Number ofstockacquisitionrights20th Stock
Acquisition
Rights(July 31, 2017)2

Common stock
1,000 shares

One (1) yen per share

September 2, 2017 September 1, 2037

1 Director(Note 2)

21st Stock
Acquisition
Rights(July 20, 2018)42

Common stock
4,200 shares

One (1) yen per share

August 18, 2018 August 17, 2038

2 Directors

22nd Stock
Acquisition
Rights(July 20, 2018)

9

Common stock
900 shares

One (1) yen per share

August 18, 2018 August 17, 2038

1 Director(Note 2)23rd Stock
Acquisition
Rights(June 27, 2019)58

Common stock
5,800 shares

One (1) yen per share

July 23, 2019 July 22, 2039

2 Directors

24th Stock
Acquisition
Rights(June 27, 2019)16

Common stock
1,600 shares

One (1) yen per share

July 23, 2019 July 22, 2039

1 Director(Note 2)

25th Stock
Acquisition
Rights(June 26, 2020)

69

Common stock
6,900 shares

One (1) yen per share

July 18, 2020 July 17, 2040

2 Directors

26th Stock
Acquisition
Rights(June 26, 2020)

20

Common stock
2,000 shares

One (1) yen per share

July 18, 2020 July 17, 2040

1 Director(Note 2)

(Notes) 1.
2.
3.
4.

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).
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.

- 16 -

4.

OFFICERS(1)

Directors and Audit & Supervisory Board Members (as of March 31, 2023)

Position
Representative
Director, President
and CEO
Representative
Director, Vice
President, Executive
Officer and CFO
Director andExecutive Corporate
Officer
Director

Name
Hironobu Yasuhara

Responsibility and significant concurrent positions
Representative Director, President and CEO of Wacoal
Corp.

Akira Miyagi

In charge of Group Business Management;
Chair of Corporate Ethics and Risk Management
Committee

Masaaki Yajima

Head of Global Operations Division.

Madoka Mayuzumi

Director

Shigeru Saito

Director

Tsunehiko Iwai

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

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;
Outside Director of Cross Plus Inc.
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.

Audit &
Supervisory Board
MemberMitsuhiro
Hamamoto

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

3

4.

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—

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.
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.

- 17 -

5.
6.

7.

8.

9.
(2)

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.
Director Mr. Tomoyasu Ito resigned as Representative Director, Vice President and Executive
Officer on November 30, 2022. His significant concurrent position at the time of his
resignation was Representative Director, President and Corporate Officer of Wacoal Corp.
Director Mr. Hironobu Yasuhara was appointed as Representative Director, President andCEO of Wacoal Corp. on December 1, 2022 and resigned as Representative Director,
President and CEO of Wacoal Corp. on March 31, 2023.
Director Mr. Akira Miyagi was appointed as Representative Director, Vice President andExecutive Officer and CFO on December 1, 2022.

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)

211
(28)

167
(28)

(-)

44
(-)

8
(3)

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

62
(21)

62
(21)

(-)

(-)

5
(3)

Total
(of which is related to
Outside Officers)

273
(50)

229
(50)

(-)

44
(-)

13
(6)

(Notes) 1.

2.

(ii)

The number of eligible recipients indicated above include one Director who retired upon theclose of the 74th Ordinary General Meeting of Shareholders held on June 29, 2022 and one
Director who retired upon resignation as of November 30, 2022.
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- 18 -

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,
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, 2023”. 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).

- 19 -

(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- 20 -

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 60-68%, 18% and 14-22%, by each position, respectively, when the performance-based bonus iscalculated 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

The Board of Directors of the Company determines (the determination is not delegated) the detailsof compensation payable to each Director.

- 21 -

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

Category
Director

Name
MadokaMayuzumi

Director

Shigeru Saito

Director

Tsunehiko Iwai

Audit &
Supervisory Board
MemberHiroshi Shirai

Audit &
Supervisory Board
MemberMitsuhiro
Hamamoto

Main Activities
Ms. Mayuzumi has attended 16 of the 17 Board of
Directors’ meetings held during the current fiscal year andhas expressed her opinions on the proposals and/or
discussions based on her comprehensive knowledge andexperience in the field of arts and culture. Specifically, she
has made a wide range of proactive recommendations on
Company’s communication with our consumers, social
responsibility, risk management and other matters based onher insight in the field of arts and culture, and from her
perspective as a consumer and a woman. In addition toexpressing opinions at the Board of Directors’ meetings, she
acts as a function to oversee the management team of theCompany by serving as a member of the Executive
Nomination Advisory Committee and the Executive
Compensation Advisory Committee.
Mr. Saito has attended all 17 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 17 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 17 Board of Directors’ meetings
and all 18 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 17 Board of Directors’
meetings and all 18 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.

- 22 -

Category
Audit &
Supervisory Board
Member(4)

Name
Minoru Shimada

Main Activities
Mr. Shimada has attended all 17 Board of Directors’
meetings and all 18 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;⚫

Insider Trading;⚫

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; and⚫

Claim for damages based on allegations that the Company or the insured has violated any of
the following U.S. laws ((i) the Employee Retirement Income Security Act, (ii) the Racketeer
Influenced and Corrupt Organizations Act and (iii) the Securities Exchange Act of 1934).

- 23 -

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)

166 million yen
198 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., and Wacoal China Co., Ltd. aresubject 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 performed by the Accounting Auditor for the previous fiscal year and thedetails of audit planning, basis for calculating compensation and level of compensation presented by theaccounting auditor for the current fiscal year, and after deliberating whether the amount of compensation
for the audit performance is appropriate to maintain the independence of the accounting auditor and tocarry out its accounting audit under appropriate audit system and audit plan for the assessment of risks
related to the audit environment and internal control system of the business group (including the Company
and its consolidated subsidiaries), the Audit & Supervisory Board has deemed the amount 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 the Companies Act, on the amount ofcompensation 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, and pursuant to such resolution,
will submit such agenda as a proposal at the General Meeting of Shareholders.

- 24 -

6.

SYSTEM AND POLICIES OF COMPANY(1)

System to Ensure Appropriate Business Conduct (as of March 31, 2023)(i)

System to ensure that execution of duties by Directors and/or employees is in 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”.

-

We have established a Corporate Ethics and Risk Management Committee, for which ourRepresentative Director, President and CEO acts as the administrative manager and ourRepresentative Director, Vice President and Executive Officer and CFO in charge ofGroup Business Management acts as the chairperson, in order to improve our system ofcompliance, to consider any compliance issues which may have a material impact on the
Wacoal Group, to enhance awareness and enlightenment on corporate ethics and toeffectively promote control of any management risks on the Wacoal Group.

-

We have established a system under which our legal/compliance department could be
promptly notified if a Director and/or employee of the Wacoal Group becomes aware of 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.
The system includes an internal alert system (corporate ethics hotline to thelegal/compliance department and an external law firm) in which, after being notified
and/or alerted, the legal/compliance department conducts an investigation and formulates
preventive measures after discussions with the related department. If the issue is critical,
the legal/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,
President and CEO acts as the administrative manager and our Representative Director,- 25 -

Vice President and Executive Officer and CFO in charge of Group Business Management
acts as the chairperson.
-

The Corporate Ethics and Risk Management Committee prescribes “Risk Management
Basic Rules”, subject to the approval of the Board of Directors, which form the basis 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.

-

In order to formulate our basic policy on issues related to sustainability surrounding the
Wacoal Group, we have established a Sustainability Committee, for which ourRepresentative Director, President and CEO acts as the administrative manager, and ourCorporate Officer in charge of sustainability management acts as the chairperson.

-

The Sustainability Committee meets regularly on the same day as a meeting of the Boardof Directors is held, to formulate specific measures, monitor progress, and evaluate thestatus of achievement based on our basic policy on sustainability issues including climatechange, global environmental issues and human rights issues.

-

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

(iv)

System to Ensure Effective Execution of Duties by Directors-

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

-

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

-

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

-

The Group Management Meeting is responsible for the Group’s management strategies
and other important management issues under the medium- to long-term management
strategies determined by the Board of Directors.

-

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, we discuss our business plan at
the Management Issues Review Meeting, and hold quarterly meetings of the Quarterly
Business Results Review Committee, in which we review and confirm the quarterly
business results and the implementation of measures and policies, and consider
enhancement measures as may be necessary.

-In the specified wholly owned subsidiaries of the Group, we establish appropriate andefficient system by delegating authority and clarifying responsibilities through theexecutive officer system .

- 26 -

(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 Wacoal Group, 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.

(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- 27 -

(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 the 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-

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

-Our legal/compliance department continues to provide level-specific group education ande-learning programs as part of our educational activities on compliance for our
employees, and has also launched periodic compliance newsletters starting from the fiscal
year ended March 31, 2023. We have been making step-by-step efforts to provide
compliance awareness training, carry out third-party compliance review, and expand theoperation of the Corporate Ethics Hotline for our overseas subsidiaries.

(ii)

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

(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-

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

-

Accordingly, the Corporate Ethics and Risk Management Committee promotes riskmitigation initiatives, identifies risks, monitors the implementation of countermeasures,and reports to the Board of Directors on a quarterly basis and on an ad hoc basis asnecessary. The Corporate Ethics and Risk Management Committee met six times inJune, July, September, December, January and March during the fiscal year ended March
31, 2023.

- 28 -

-(iv)

In the fiscal year ended March 31, 2023, we have established a new Sustainability
Committee to accelerate our initiatives to achieve balancing “to resolve social issues” and“corporate growth” through our business. The Sustainability Committee regularly meetson the same day as a meeting of the Board of Directors is held, monitors progress of
specific initiatives with respect to issues surrounding sustainability and evaluatesachievements. The Sustainability Committee met seven times in May, August,
September, November, December, February, and March during the fiscal year ended
March 31, 2023.
System to ensure Effective Execution of Duties by Directors-

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

-

Based on the medium- to long-term management strategies of the Wacoal Group, thepersons responsible for business execution (our Directors (excluding Outside Directors)
and Executive Officers) fully deliberate important management issues through theManagement Issues Review Meeting and the Group Management Meeting, which arefollowed by a meeting of the Board of Directors to consider and make decisions on the
management plan of the Wacoal Group for the fiscal year ending March 2024.

-

We hold quarterly meetings of the Quarterly Business Results Review Committee, toconfirm the business results and implementation of measures, and implement remedial
measures as necessary.

(v)

System to ensure Appropriate Business Conduct within Group Companies-

Matters to be decided and reported by our subsidiaries are appropriately managed 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
-

(vii)

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

-

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

-

The Audit & Supervisory Board Members also receive reports, from time to time, on the
results of audits on the operation by the audit office and matters reported through theinternal alert system.

(viii)

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 Members- 29 -

preside at Audit & Supervisory Board Group Meetings and receive periodic reports fromthe Audit & Supervisory Board Members of the domestic subsidiaries.
(3)

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 12, 2023 that the year-end
dividend for the current fiscal year is 40.00 yen per share and the effective date is June 5, 2023. As aresult, the annual cash dividend per share, including the interim dividend, will be 80.00 yen for the current
fiscal year.
Annual dividend per share(Yen)

FY2020

FY2021

FY2022

FY2023- 30 -

CONSOLIDATED FINANCIAL STATEMENTSCONSOLIDATED STATEMENT OF FINANCIAL POSITION(Millions of yen)
Current Consolidated
Fiscal Year
as of March 31, 2023

Accounts

Reference:Previous Consolidated
Fiscal Year
as of March 31, 2022

ASSETS
Current assets:

105,620

108,835

Cash and cash equivalents

26,781

37,485Trade and other receivables

20,21520,706

Other financial assets

1,804

1,795

Inventories

53,72045,926

Other current assets

3,100

2,923

Non-current assets:

179,676

190,342

Property, plant and equipment

46,702

48,602Right-of-use assets

12,26013,986

Goodwill

16,256

22,945Intangible assets

13,043

15,666

Investment property

2,957

2,725

Investments accounted for using equity method

20,49918,239Other financial assets

50,19552,249Retirement benefit assets

13,97813,280

Deferred income taxes

2,953

1,680

Other non-current assets

833

970

285,296

299,177

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

- 31 -

(Millions of yen)Accounts

Current Consolidated
Fiscal Year
as of March 31, 2023

Reference:Previous Consolidated
Fiscal Year
as of March 31, 2022

43,84249,2665,000

10,227

LIABILITIESCurrent liabilities:
Borrowings
Lease liabilities

4,661

5,197

Trade and other payables

17,535

16,738Other financial liabilities

1,172

1,661

Income taxes payable

1,683

1,363

Other current liabilities

13,791

14,08028,33529,043

Borrowings

3,084

1,626

Lease liabilities

7,670

8,254

Non-current liabilities

Retirement benefit liability

2,470

3,466

Deferred income taxes

13,886

13,607

Other non-current liabilities

1,225

2,090

Total liabilities

72,17778,30913,26013,260EQUITY
Common stock
Additional paid-in capital

29,02929,077Retained earnings

151,418

158,940

Other components of equity

32,021

27,571

Treasury stock, at cost

(15,894)(10,858)

Total equity attributable to owners of parent

209,834

217,990

3,285

2,878

213,119

220,868

285,296

299,177

Noncontrolling interests
Total equity
Total liabilities and equity(Note) 1. Amounts less than ¥1 million are rounded to the nearest million.
2. Figures under “Reference: Previous Consolidated Fiscal Year” have not been audited.

- 32 -

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

(Millions of yen)
Current Consolidated
Fiscal Year
(From April 1, 2022
to March 31, 2023)

Reference:Previous Consolidated
Fiscal Year
(From April 1, 2021
to March 31, 2022)

Revenue

188,592

172,072

Cost of sales(82,189)(76,248)

Selling, general and administrative expenses(102,301)(95,330)

Other income

5,254

3,749

Other expenses(12,846)(952)(3,490)

3,291

Finance income

1,517

1,930

Finance costs
Share of profit of investments accounted for using
equity method
Impairment charges of investments accounted forusing equity method(Loss) profit before tax

(795)

(232)

2,223

579

(154)

(1,485)

(699)

4,083

Income tax expense(1,035)(2,498)(Loss) profit(1,734)

1,585(1,776)

1,732

42

(147)

Accounts

Operating (loss) profit(Loss) profit attributable to:
Owners of parent
Noncontrolling interests(Note) 1. Amounts less than ¥1 million are rounded to the nearest million.
2. Figures under “Reference: Previous Consolidated Fiscal Year” have not been audited.

- 33 -

NON-CONSOLIDATED FINANCIAL STATEMENTS
NON-CONSOLIDATED BALANCE SHEETS(Millions of yen)
ASSETS

Current Fiscal Year(as of March 31, 2023)

Reference:Previous Fiscal Year(as of March 31, 2022)

Accounts

AmountAmount

14,91323,141

Cash and bank deposits

11,111

19,694

Short-term loans receivable from subsidiaries
and affiliated companies

8,279

7,581

83

336

(4,559)(4,471)

139,792

142,039

Property, Plant and Equipment

36,98839,231

Buildings

19,06920,291

Structures

293

327

Machinery15

16

Equipment

1,197

1,198

Land

16,412

17,397

Intangible Assets

587

587

Leasehold rights

585

585

1

1

102,216

102,2191

1

101,846

101,846368

372

154,705

165,180

Current Assets

Other
Allowance for doubtful receivables
Fixed Assets

Other
Investments and Other Assets
Investments
Investments in subsidiaries and affiliatedcompanies
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.

- 34 -

(Millions of yen)
LIABILITIESCurrent Fiscal Year(as of March 31, 2023)

Reference:Previous Fiscal Year(as of March 31, 2022)

Accounts

AmountAmount22,82925,500

5

3

5,000

10,00016,40014,311564

886

Accrued expenses

15

10

Income taxes payable

747

222

Accrued bonuses

82

47

Other

13

18

1,273

1,347

1,171

1,245

102

102

24,103

26,848

Shareholders’ Equity

130,075

137,758

Common stock

13,26013,260Additional paid-in capital

29,29429,294

Capital reserve

29,29429,294Retained earnings

103,415106,062

Legal reserve

3,315

3,315

100,100

102,747

Reserve for deferred gain on sale of property

4,735

4,934

General reserve

90,00090,000Retained earnings carried forward

5,365

7,813

Treasury stock, at cost

(15,894)(10,858)

Stock Acquisition Rights

526

573

Total Net Assets

130,602138,332

Total Liabilities and Net Assets

154,705

165,180

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.

- 35 -

NON-CONSOLIDATED STATEMENT 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
Loss on sale of investments
Income before income taxes
Income taxes
Current
Deferred
Net income

Current Fiscal Year(from April 1, 2022
to March 31, 2023)

Reference:Previous Fiscal Year(from April 1, 2021 toMarch 31, 2022)

Amount
6,772
4,357
2,012
402
1,963
1,963
4,809
2,305
2,503
90
27
63
121
22

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

88
10
2,473
3,112
3,112
18
18
5,567
1,109
1,183
(74)
4,458

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

(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.

- 36 -

(TRANSLATION)
INDEPENDENT AUDITOR'S REPORTMay 12, 2023

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 statement of financial position as of March 31, 2023, and the consolidated statement of profit orloss and consolidated statement of changes in equity for the fiscal year from April 1, 2022 to March 31, 2023,
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, 2023, and its consolidated financial performancefor 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 that omit a partof the disclosures required under Designated International Financial Reporting Standards.
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.

- 37 -

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 that omit a part of the disclosures required
under Designated International Financial Reporting Standards, and for such 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 that omit a part of the disclosures required under
Designated International Financial Reporting Standards.
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.
• 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 first- 38 -

paragraph of Article 120 of the Ordinance on Company Accounting that omit a part of the disclosuresrequired under Designated International Financial Reporting Standards, as well as the overall presentation,
structure and content of the consolidated financial statements, including the disclosures, and whether the
consolidated financial statements represent the underlying transactions and events in a manner that achieves
fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities 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.

- 39 -

(TRANSLATION)
INDEPENDENT AUDITOR'S REPORTMay 12, 2023

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, 2023, and the nonconsolidated statement of income and nonconsolidated
statement of changes in net assets for the 75th fiscal year from April 1, 2022 to March 31, 2023, 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, 2023, 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.

- 40 -

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.

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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 75th fiscal year, from April 1, 2022 to March 31,
2023, 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, November 16, 2021), 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 statement offinancial position, the consolidated statement of profit or loss, the consolidated statement of changes inequity, and the related notes) for the 75th fiscal year.

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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 19, 2023
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-

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