NOTICE OF THE 76TH ORDINARY GENERAL MEETING OF SHAREHOLDERSDATETUESDAY, JUNE 25, 2024 AT 10:00 A.M. (RECEPTION WILL OPEN AT 9:00 A.M.)

PLACE

THE HALL ON THE 10TH FLOOR OF THE HEAD OFFICE OF WACOAL HOLDINGS CORP.,
LOCATED AT 29, NAKAJIMA-CHO, KISSHOIN, MINAMI-KU, KYOTO, JAPANMATTERS FOR RESOLUTIONPROPOSAL NO. 1:

TO ELECT EIGHT (8) DIRECTORSPROPOSAL NO. 2:

TO ELECT ONE (1) AUDIT & SUPERVISORY BOARD MEMBERPROPOSAL NO. 3:

TO DETERMINE REMUNERATION REGARDING THE ALLOTMENT FORPERFORMANCE SHARE UNIT TO DIRECTORS (EXCLUDING EXTERNAL DIRECTORS)

The materials for the Ordinary General Meeting of Shareholders (i.e., Reference Materials, Business Report,
Consolidated Financial Statements, Non-Consolidated Financial Statements and Audit Reports) which havepreviously been physically delivered are electronically delivered on Wacoal Holdings Corp.’s website (*) as a resultof the implementation of a system for the electronic provision under the amended Companies Act.
Along with the Voting Form, this notice and the excerpts of the Reference Materials are sent to our shareholders so thatthe agenda items can physically be reviewed by the shareholders. Pursuant to the provisions of the applicable laws andregulations, and Wacoal Holdings Corp.’s Articles of Incorporation, the shareholders who have requested physicaldelivery of the documents by the record date (March 31, 2024) will also receive the Materials for the General Meeting of
Shareholders (excluding Matters Not Included in the Delivered Documents).
If any changes to the operation of the general meeting of shareholders arise, we will notify you of the changes on the
Company’s website as below.
https://www.wacoalholdings.jp/en/ir/general_meeting/(This is an English translation of the original notice in the Japanese language dispatched to shareholders in Japan, and may be used solely forreference purposes. In cases where any differences occur between the English translation and the original Japanese version the Japanese version
shall prevail. This translation is subject to change without notice. Wacoal Holdings Corp., its subsidiaries, and/or its affiliates shall individuallyor 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.
(STOCK CODE: 3591)
KYOTO, JAPANStock Code: 3591
June 5, 2024
TO OUR SHAREHOLDERSWACOAL HOLDINGS CORP.
29, Nakajima-cho, Kisshoin, Minami-ku, Kyoto, Japan
Masaaki Yajima
Representative Director, President and CEO (Group CEO)NOTICE OF THE 76TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
This is to inform you that the 76th ordinary general meeting of shareholders of Wacoal Holdings Corp. (the “Company” or “we”) will beheld as described below.
You are cordially invited to attend the meeting.
In convening this Ordinary General Meeting of Shareholders, we have taken measures to electronically provide the information
contained in the materials for the 76th Ordinary General Meeting of Shareholders (“Electronically Provided Materials”), so please access eitherof the websites below and review the contents therein.
Company’s website:

https://www.wacoalholdings.jp/en/ir/general_meeting/Tokyo Stock Exchange (“TSE”) website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
Please access TSE’s website above (Listed Company Search), and enter and search for “Wacoal Holdings” under “Issue name (company
name),” or our code number “3591” (in single-byte) under “Code,” select “Basic Information,” and then “Documents for public inspection/PR
information,” and the Electronically Provided Materials can be found in “Notice of General Shareholders Meeting/Information Materials for a
General Shareholders Meeting” under “Filed information available for public inspection.”
Website for informational materials for the general meeting of shareholders:

https://d.sokai.jp/3591/teiji/ (in Japanese)

IF YOU ARE UNABLE TO ATTEND THE MEETING, YOU CAN VOTE BY MAILING THE VOTING CARD OR ONLINE. WE
WOULD LIKE TO REQUEST THAT YOU CAREFULLY EXAMINE THE REFERENCE MATERIALS AND CAST YOUR BALLOT BY
MAIL OR ONLINE SHOWING YOUR CONSENT OR DISSENT SO THAT WE RECEIVE IT NO LATER THAN JUNE 24, 2024
(MONDAY) at 5:30 p.m.
Particulars
1.

Date:

Tuesday, June 25, 2024 at 10:00 a.m. (Reception will open at 9:00 a.m.)

2.

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

3.

Agenda for the Meeting:
Matters for Reporting:1.

Presentation of the Business Report, Consolidated Financial Statements, and Audit Reports of the Independent Auditor and the
Audit & Supervisory Board for the Consolidated Financial Statements for the 76th fiscal year from April 1, 2023 through March 31,
2024

2.

Presentation of the Non-Consolidated Financial Statements for the 76th fiscal year from April 1, 2023 through March 31, 2024

Matters for Resolution:
Proposal No. 1:

To Elect (8) Directors

Proposal No. 2:

To Elect (1) One Audit & Supervisory Board Member

Proposal No. 3:

To Determine Remuneration regarding the Allotment for Performance Share Unit to Directors(Excluding External Directors)oAmong the Electronically Provided Materials, the following matters are not included in the Materials to be delivered to shareholders
who have requested physical delivery of the Materials, pursuant to the provisions of the applicable laws and regulations and theCompany’s Articles of Incorporation. Audit & Supervisory Board Members and the Independent Auditor have audited the documents
subject to audit, including the following matters:(i)
The following matters in the Business Report:“Main Offices and Factories” and “Employees” under STATUS OF GROUP BUSINESS, MATTERS CONCERNING STOCKACQUISITION RIGHTS, “Summary of Limitation of Liability Agreement” and “Outline of Directors’ and Officers’ Liabilities
Insurance” under OFFICERS, MATTERS CONCERNING ACCOUNTING AUDITORS, and “System to Ensure Appropriate BusinessConduct,” “Outline of Operation of our ‘System to Ensure Appropriate Business Conduct’” under SYSTEM AND POLICIES OF
COMPANY(ii)
The following matters in Consolidated Financial Statements:“Consolidated Statement of Changes in Equity” and “Notes to the Consolidated Financial Statements”(iii)
The following matters in Non-Consolidated Financial Statements:“Non-Consolidated Statement of Changes in Net Assets” and “Notes to the Non-Consolidated Financial Statements”

-1-

o

Any amendments to the Electronically Provided Materials will be posted and announced on the Company’s website as well as TSE’s
website and the website for informational materials for the general meeting of shareholders with matters before and after theamendments.

o

We will not send shareholders a separate notice concerning the items of resolutions at this General Meeting of Shareholders. Such
results will be posted and announced on the Company’s website after the General Meeting of Shareholders.

-2-

REFERENCE MATERIALS
Proposal and Reference Matters
Proposal No. 1:

To Elect Eight (8) Directors

The terms of office of seven (7) Directors, Mr. Masaaki Yajima, Mr. Akira Miyagi, Mr. Shigeru Saito, Mr. Tsunehiko Iwai, Ms. Chizuru
Yamauchi, Ms. Hisae Sato and Mr. Koji Nitto, will expire at the conclusion of this Meeting. It is therefore proposed that eight (8) Directors beelected. The reason for proposing an increase in the number of our Directors is that the candidate, Mr. Kawanishi, possesses insight andsupervision capabilities in the fields of human resource and organizational development, global business, and marketing and has led structuralreforms at the Company’s core operating entity in the role of Representative Director, President and CEO of that entity. We judged that he could
be expected to use his knowledge to strengthen the Company’s domestic business and, by extension, its management structure.
The candidates for Director are nominated based on the list submitted by the Nomination of Directors Advisory Committee, which ischaired by our Independent External Director, pursuant to the “Criteria for Election and Removal of Officers” as described in this Notice. Also,
the candidates for the External Director (Independent) meet the “Criteria for Election of External Officers (to ensure independence)” as describedin this Notice.
The candidates for Director are as follows:
Candidate
No.

1

Name

Reelection

Present position held at the Company

Masaaki Yajima

Representative Director, President and CEO (Group CEO);
Chair of Sustainability Committee;
Chair of Committee for Group Strategy;
Member of Nomination of Directors Advisory Committee

17/17(100%)

17/17(100%)

2

Reelection

Akira Miyagi

Representative Director, Vice President, Executive Officer and CFO;
Member of Nomination of Directors Advisory Committee;
Member of Remuneration of Directors Advisory Committee;
Chair of Corporate Ethics and Risk Management Committee;
Vice-chair of Sustainability Committee;
Vice-chair of Committee for Group Strategy

3

NewElection

Keisuke
Kawanishi

Vice-chair of Sustainability Committee;
Member of Corporate Ethics and Risk Management Committee;
Member of Committee for Group Strategy

4

Reelection

Tsunehiko
Iwai

5

6

Reelection

Reelection

Meeting
Attendance

Chizuru
Yamauchi

Independent Officer
External Director

Independent Officer
External Director

Independent Officer

Hisae Sato

External Director

Independent Officer

7

Reelection

Koji Nitto

8

New
Election

Tetsuro Harada

External Director

Independent Officer
External Director—

External Director (Independent);
Chair of Nomination of Directors Advisory Committee;
Chair of Remuneration of Directors Advisory Committee;
Vice-chair of Committee for Group Strategy

17/17(100%)

External Director (Independent);
Member of Nomination of Directors Advisory Committee;
Member of Remuneration of Directors Advisory Committee;
Member of Committee for Group Strategy

13/13(100%)(after appointed as
Director of theCompany)

External Director (Independent);
Member of Nomination of Directors Advisory Committee;
Member of Remuneration of Directors Advisory Committee;
Member of Committee for Group Strategy

13/13(100%)(after appointed as
Director of theCompany)

External Director (Independent);
Member of Nomination of Directors Advisory Committee;
Member of Remuneration of Directors Advisory Committee;
Member of Committee for Group Strategy

13/13(100%)(after appointed as
Director of theCompany)

—

—

-3-

Candidate No.
Company Shares Owned by the Candidate

1

15,600 shares

Masaaki Yajima

Tenure of Office
2 years (at the conclusion of this Meeting)

September 30, 1960 (63 years old)

Board of Directors Meeting Attendance
during the Current Fiscal YearRe-election

17/17 (100%)Career summary, position and areas of responsibility
March 1984
June 2004
April 2007
September
2008
April 2009
April 2011
April 2015
April 2016
April 2018
April 2021
April 2022
April 2022
June 2022
April 2023
May 2023
June 2023
April 2024

Joined the Company
Director and President of Wacoal International Hong Kong
Co., Ltd.
Head of Sales Group, International Headquarters of Wacoal
Corp.
Director and Deputy General Manager of Wacoal China Co.,Ltd.
Director and General Manager of Wacoal China Co., Ltd.
Corporate Officer of Wacoal Corp.
Corporate Officer and Head of Technology and
Manufacturing Div., Wacoal Corp.
Director, Corporate Officer and Head of Technology and
Manufacturing Div., Wacoal Corp.
Director, Executive Corporate Officer and Head of WholesaleDiv., Wacoal Corp.
Director, Executive Corporate Officer and Head of Global
Operations Div., Wacoal Corp.
Director and Executive Corporate Officer, Wacoal Corp.

Reasons for nomination as Director
Mr. Masaaki Yajima has extensive experienceand expertise in the technology & production,
sales and global divisions of Wacoal Corp., ourcore operating entity, and also has been serving
as the Representative Director, President andCEO (Group CEO) of the Company since June
2023. We believe that he is qualified to serve as a
Director of the Company, and therefore requestthat Mr. Masaaki Yajima continue to be elected
as a Director.

Head of Global Operations Div.
Director, Executive Corporate Officer and Head of Global
Operations Div.
Director, Executive Corporate Officer
Director, Executive Corporate Officer and Head of Global
Operations Div.
Representative Director, President and CEO (Group CEO),and Head of Global Operations Div.
Representative Director, President and CEO (Group CEO)(present position)

Status of significant concurrent positions
None.
Conflicts of interest with the Company
There is no conflict of interest between Mr. Yajima and the Company.

-4-Candidate No.
Company Shares Owned by the Candidate

2

15,600 shares

Akira Miyagi

Tenure of Office
6 years (at the conclusion of this Meeting)

October 18, 1960 (63 years old)

Board of Directors Meeting Attendance
during the Current Fiscal YearRe-election

17/17 (100%)Career summary, position and areas of responsibility
March 1984

April 2014

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

April 2017

Corporate Officer of Wacoal Corp.

June 2018

Director, Head of Corporate Planning Dept.

June 2019

June 2021

Executive Director, Head of Corporate Planning Dept.
Director and Executive Corporate Officer in charge of Group
Finance
Director, Executive Corporate Officer and CFO

June 2022
December
2022

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

October 2007
April 2011

April 2020

Reasons for nomination as Director
Mr. Akira Miyagi has extensive experience andexpertise in the administrative divisions(particularly in the administration division andcorporate planning division) of the Company andWacoal Corp., our core operating entity, and also
has been serving as a Director of the Company
since June 2018, in charge of corporate planningand finance. We believe that he is qualified toserve as a Director of the Company, andtherefore request that Mr. Akira Miyagi continue
to be elected as a Director.

Status of significant concurrent positions
None.
Conflicts of interest with the Company
There is no conflict of interest between Mr. Miyagi and the Company.

-5-

Candidate No.
Company Shares Owned by the Candidate

37,700 shares

Keisuke Kawanishi
October 7, 1971 (52 years old)

New Election

Career summary, position and areas of responsibility
April 1994
May 2015
April 2020
May 2020
April 2022
April 2023

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

Reasons for nomination as Director
Mr. Keisuke Kawanishi has extensive experienceand expertise in the sales and global divisions of
Wacoal Corp., our core operating entity, as wellas in our U.S. entity. He also has been serving as
the Representative Director, President and CEO
of Wacoal Corp. since April 2023 and driving
structural reforms through the formulation of therevised medium-term management plan of
Wacoal Corp. We believe that he is qualified toserve as a Director of the Company, andtherefore request that Mr. Keisuke Kawanishi beelected as a Director.

Status of significant concurrent positions
Representative Director, President and CEO of Wacoal Corp.
Conflicts of interest with the Company
There is no conflict of interest between Mr. Kawanishi and the Company.

-6-

Candidate No.
Company Shares Owned by the Candidate

4

100 shares

Tsunehiko Iwai

Tenure of Office
6 years (at the conclusion of this Meeting)May 28, 1953 (71 years old)
Re-election

Independent
Officer

Board of Directors Meeting Attendance
during the Current Fiscal Year

External
Director

Career summary, position and areas of responsibility
April 1979

March 2018

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

June 2018

External Director (Independent) (present position)

April 2022

External Director, Cross Plus Inc. (present position)

April 2002
April 2008
June 2014
January 201617/17 (100%)

Reasons for nomination as External Director(Independent) and overview of expected roles
Mr. Tsunehiko Iwai served as the Representative
Director of a cosmetics manufacturer anddistributer which operated globally. Mr.
Tsunehiko Iwai’s extensive knowledge andinsight as a company manager, as well as his
expertise on research & development, production
and technology enable him to contribute to the
management of the Company. He also provides
valuable opinions and advice based on his
knowledge on compliance and sustainable
management and knowledge acquired at acompany which “pursues beauty” like ourCompany. He also serves as the Chair of both theNomination of Directors Advisory Committee
and the Remuneration of Directors Advisory
Committee of the Company. We expect that hewill provide advice that will contribute toenhance our corporate value and strengthen
oversight over the Company. We therefore
request that Mr. Tsunehiko Iwai continue to beelected as an External Director (Independent).

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

-7-

Candidate No.
Company Shares Owned by the Candidate

5300 shares

Chizuru Yamauchi

Tenure of Office
1 year (at the conclusion of this Meeting)February 25, 1957 (67 years old)
Re-election

Independent
Officer

External
Director

Board of Directors Meeting Attendance
during the Current Fiscal Year
13/13 (100%)(after appointed as Director of the Company)

Career summary, position and areas of responsibility
April 1975

March 2022

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

July 2022

Advisor, Nippon Life Insurance Company (present position)

June 2023

External Director (Independent) (present position)

March 2009
March 2014
March 2015
March 2019

July 2019

May 2021

Reasons for nomination as External Director(Independent) and overview of expected roles
Ms. Chizuru Yamauchi has extensive knowledge
and experience as an executive, as well as
expertise in diversity and inclusion, whichenables her to contribute to the management of
the Company. We expect that she will continue
to provide advice on human resources andorganization strategies, such as women’s
empowerment, human resource development andorganizational development, as well as advice
that will contribute to enhancing corporate value,and supervise the management of the Company.
We therefore request that Ms. Chizuru Yamauchi
continue to be elected as an External Director(Independent).

Status of significant concurrent positions
Advisor of Nippon Life Insurance Company
Conflicts of interest with the Company
There is no conflict of interest between Ms. Yamauchi and the Company.
Ms. Yamauchi is the Advisor of Nippon Life Insurance Company, which is one of
our shareholders, however, the shareholding ratio is 2.85% on a voting right basis
and there is no concern with respect to her independence. Ms. Yamauchi retired
from the Director of Nippon Life Insurance in July 2022.

-8-

Candidate No.
Company Shares Owned by the Candidate

6

0 shareHisae Sato

Tenure of Office
1 year (at the conclusion of this Meeting)

October 16, 1961 (62 years old)
Re-election

Independent
Officer

External
Director

Board of Directors Meeting Attendance
during the Current Fiscal Year
13/13 (100%)(after appointed as Director of the Company)

Career summary, position and areas of responsibility
April 1985
September
1997
February 2004
September
2005
April 2008
June 2016
June 2017
April 2018

October 2021

April 2022
June 2023
July 2023

October 2023

Joined the Hokkaido Takushoku Bank, Limited
Joined Watson Wyatt K.K. (current Towers Watson
Investment Services K.K.)
Joined AIG Global Investment Corp., Japan (current
PineBridge Investments Japan Co., Ltd.) as Deputy General
Manager of Institutional Business Development Division
Joined Nissan Motor Co., Ltd. as Shukan, Chief Investment
Officer, Treasury Department
Member of the Investment Committee, the Government
Pension Investment Fund of Japan
Councilor, International Christian University (present
position)
Trustee, International Christian University
Member of Fund Management Committee of Local PublicService Mutual Aid Association (present position)
Member of Fund Management Committee of Pension Fund
Association for Local Government Officials (present position)
Member of the JST* Investment Advisory Committee(present position)*JST: Japan Science and Technology Agency
Member of Pension Actuarial Subcommittee of the Social
Security Council, Ministry of Health, Labor and Welfare(present position)
External Director (Independent) (present position)
Member of Fund Management Subcommittee of the Social
Security Council, Ministry of Health, Labor and Welfare(present position)
Member of Subcommittee on Asset Management Nation of
the Council of New Form of Capitalism Realization, Cabinet
Secretariat (present position)

Reasons for nomination as External Director(Independent) and overview of expected roles
Ms. Hisae Sato has experience as an asset
management consultant at a foreign-affiliatedorganization/personnel/asset management
consulting firm, and as a chief investment officer
overseeing pension assets on a global level for a
global automobile manufacturing and sales
company, which enables her to contribute to the
management of the Company. Ms. Hisae Sato
also has a wealth of knowledge and insight,
particularly in the areas of investment andfinancial capital markets, having served as amember of various investment-related
committees for public pension funds andgovernment agencies in Japan, and has provided
valuable opinions and suggestions relating tothose matters. We expect that she will continue
to utilize her experience and expertise to improve
the Company’s corporate value, and contribute tostrengthening the supervisory function of theBoard of Directors. We therefore request that
Ms. Hisae Sato continue to be elected as anExternal Director (Independent).
Although Ms. Hisae Sato has never been
involved in corporate management other thanserving as an external officer, we believe that she
will be able to appropriately fulfill her role as anExternal Director (Independent) for the above
reasons and her experience of being involved inmanagement of an incorporated educational
institution as a trustee and a councilor.

Status of significant concurrent positions
Councilor, International Christian University; Member of Fund Management Committee of Local Public Service Mutual Aid Association;
Member of Fund Management Committee of Pension Fund Association for Local Government Officials; Member of the JST Investment
Advisory Committee; Member of Pension Actuarial Subcommittee of the Social Security Council, Ministry of Health, Labor and Welfare;
Member of Fund Management Subcommittee of the Social Security Council, Ministry of Health, Labor and Welfare; and Member of SubCommittee on Asset Management Nation of the Council of New Form of Capitalism Realization, Cabinet Secretariat
Conflicts of interest with the Company
There is no conflict of interest between Ms. Sato and the Company.

-9-

Candidate No.
Company Shares Owned by the Candidate

7

1,300 shares

Koji Nitto

Tenure of Office
1 year (at the conclusion of this Meeting)February 1, 1961 (63 years old)
Re-election

Independent
Officer

External
Director

Board of Directors Meeting Attendance
during the Current Fiscal Year
13/13 (100%)(after appointed as Director of the Company)

Career summary, position and areas of responsibility
April 1983

April 2023

Joined OMRON Corporation
Executive Officer, Senior General Manager, Global Resource
Management HQ, OMRON Corporation
Managing Executive Officer, Senior General Manager, Global
SCM and IT Innovation HQ, OMRON Corporation
Senior Managing Executive Officer, Global Strategy HQ,OMRON Corporation
Director, Senior Managing Executive Officer, Global Strategy
HQ, OMRON Corporation
Director, Senior Managing Executive Officer, Chief Financial
Officer (CFO), Global Strategy HQ, OMRON Corporation
Director, OMRON Corporation

June 2023

External Director (Independent) (present position)

June 2011
April 2013
April 2014
June 2014
April 2017

Reasons for nomination as External Director(Independent) and overview of expected roles
Mr. Koji Nitto has extensive experience as amanager who can incorporate finance into
management strategies, serving as a CFO and
Senior Management Executive Officer of the
Global Strategy Division of an electronicequipment manufacturing and sales company that
operates control equipment and healthcare
businesses globally, which enables him tocontribute to the management of the Company.
In particular, we believe his knowledge andinsight based on his experience leading return on
invested capital (ROIC) management at the said
company with multiple business portfolios willcontribute to improving our profitability andcapital efficiency. We expect that he willcontinue to utilize his experience and expertise toimprove the Company’s corporate value andcontribute to strengthening the supervisory
function of the Board of Directors. We therefore
request that Mr. Koji Nitto continue to be elected
as an External Director (Independent).

Status of significant concurrent positions
Director of CiRA Foundation
Conflicts of interest with the Company
There is no conflict of interest between Mr. Nitto and the Company.

- 10 -

Candidate No.
Company Shares Owned by the Candidate

8

0 shareTetsuro Harada
September 22, 1965 (58 years old)

New Election

Independent
Officer

External
Director

Career summary, position and areas of responsibility
April 1981

Joined Japan Maritime Self-Defense Force

April 1990

Joined Nippon Life Insurance Company
Completed master’s degree University of California, Berkeley(MBA)
Joined Dream Incubator Inc.

May 1996
October 2000
January 2003
June 2006
June 2018
June 2020
June 2023

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

Reasons for nomination as External Director(Independent) and overview of expected roles
Mr. Tetsuro Harada has extensive experience as aconsultant in providing strategic consulting,management development, and venture
investment development for major corporations
in various industries at a company establishedwith the aim of “fostering new businesses andindustries”, and various knowledge based onsuch experience. We believe his knowledge andvarious insight he has derived throughimplementing structural reforms including areview of the governance system and businessportfolio in a short period of time as a top-level
management executive while contributing to
improving management soundness andtransparency, will contribute valuably to theformulation and execution of our management
strategy. We expect that he will utilize his
experience and expertise to improve ourcorporate value and contribute to strengthening
the supervisory function of the Board of
Directors. We therefore request that Mr. Tetsuro
Harada be elected as an External Director(Independent). Mr. Tetsuro Harada is a new
candidate for an External Director (Independent).

Status of significant concurrent positions
Director, Chairman of the Board of Dream Incubator Inc.
Conflicts of interest with the Company
There is no conflict of interest between Mr. Harada and the Company.
(Notes)
1. Mr. Tsunehiko Iwai, Ms. Chizuru Yamauchi, Ms. Hisae Sato and Mr. Koji Nitto have been notified to the Tokyo Stock Exchange as
our independent officers, pursuant to the rules of the Tokyo Stock Exchange. If their reelection is approved at this Meeting, we plan tocontinue to designate them as our independent officers. In addition, if the election of Mr. Tetsuro Harada is approved according to theoriginal proposal by this Meeting, we plan to notify the Tokyo Stock Exchange of him as our independent officer, pursuant to the rulesof the Tokyo Stock Exchange.
2.

Pursuant to the provisions of Paragraph 1, Article 427 of the Companies Act and Article 28 of Articles of Incorporation of theCompany, the Company has executed an agreement with each of Mr. Tsunehiko Iwai, Ms. Chizuru Yamauchi, Ms. Hisae Sato and Mr.
Koji Nitto to limit their liabilities for damages as stipulated in Paragraph 1, Article 423 of the Companies Act. The maximum amountof liability under such agreement is the minimum liability amount as provided by law. If their reelection is approved at this Meeting, weplan to continue the limitation of liability agreement with them. In addition, if the election of Mr. Tetsuro Harada is approved according
to the original proposal by this Meeting, we plan to execute a similar limitation of liability agreement with him.

3.

The Company maintains directors’ and officers’ liabilities insurance as stipulated in the provisions of Paragraph 1, Article 430-3 of theCompanies Act with an insurance company for the benefit of our Directors and Audit & Supervisory Board Members and is planning to
renew the insurance policy. The purpose of the insurance policy is to cover the insured persons for losses arising from legal fees andlitigation expenses as a result of claims for damages due to the Company’s indemnification obligations, shareholder derivative actions
or proceedings brought by third parties. If the election of the candidates as Directors is approved, these candidates will be included in
the insurance policy as insured persons. The damages less than the deductible under the insurance policy will not be covered. In
addition, coverage under the insurance policy is excluded for certain conduct such as an officer’s conduct for illegal personal gain,
criminal act or violation of law. Insurance premiums will be borne by the Company (and none by the insured persons) including under
special clauses.

- 11 -

Proposal No. 2:

To Elect One (1) Audit & Supervisory Board Member

The term of office of one (1) Audit & Supervisory Board Member, Mr. Shinichi Kitagawa, will expire at the conclusion of this Meeting.
Accordingly, the election of one (1) Audit & Supervisory Board Member has been proposed.
The submission of this proposal has been approved by the Audit & Supervisory Board.
The candidate for Audit & Supervisory Board Member is nominated pursuant to the “Criteria for Election and Removal of Officers” as
described in this Notice.
The candidate for Audit & Supervisory Board Members is as follows:

Company Shares Owned by the Candidate

11,600 shares

Shinichi Kitagawa

Tenure of Office
4 years (at the conclusion of this Meeting)

December 29, 1962 (61 years old)

Board of Directors Meeting Attendance
during the Current Fiscal Year
17/17 (100%)
Audit & Supervisory Board Meeting
Attendance during the Current Fiscal YearRe-election

18/18 (100%)Career summary and position
March 1985

April 2013

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

April 2018

General Manager of Accounting Dept.

June 2020

Audit & Supervisory Board Member (present position)
Audit & Supervisory Board Member of Wacoal Corp.
(present position)
External Director, Audit & Supervisory Committee Memberof House of Rose Co., Ltd. (present position)

April 2008
April 2009

June 2021

Reasons for nomination as Audit & Supervisory
Board Member
Mr. Shinichi Kitagawa has been engaging inauditing the legality of the business execution of
Directors of the Company and the legality andappropriateness of accounting in cooperation
with the Accounting Auditor as Audit &Supervisory Board Member for four years, byutilizing his knowledge in finance andaccounting, company management, humanresource development and organizational
development, and DX. We expect that he willcontinue to utilize his knowledge in the
Company’s audit system. We therefore requestthat Mr. Shinichi Kitagawa continue to be elected
as an Audit & Supervisory Board Member.

Status of significant concurrent positions
Audit & Supervisory Board Member of Wacoal Corp.; External Director, Audit &Supervisory Committee Member of House of Rose Co., Ltd.
Conflicts of interest with the Company
There is no conflict of interest between Mr. Kitagawa and the Company.

(Note)The Company maintains directors’ and officers’ liabilities insurance as stipulated in the provisions of Paragraph 1, Article 430-3 of theCompanies Act with an insurance company for the benefit of our Directors and Audit & Supervisory Board Members and is planning to
renew the insurance policy. The purpose of the insurance policy is to cover the insured persons for losses arising from legal fees andlitigation expenses as a result of claims for damages due to the Company’s indemnification obligations, shareholder derivative actions orproceedings brought by third parties. If the election of Mr. Shinichi Kitagawa as Audit & Supervisory Board Member is approved, he will be
included in the insurance policy as insured person. The damages less than the deductible under the insurance policy will not be covered. In
addition, coverage under the insurance policy is excluded for certain conduct such as an officer’s conduct for illegal personal gain, criminal
act or violation of law. Insurance premiums will be borne by the Company (and none by the insured persons) including under special clauses.

- 12 -

Proposal No. 3:

To Determine Remuneration regarding the Allotment for Performance Share Unit to Directors (Excluding
External Directors)

The total maximum annual amount of remuneration for the Company’s Directors (excluding salaries as employees for Directors who
concurrently serve as employees) was approved at 350 million yen at the 57th Meeting held on June 29, 2005, and as a separate category of
remuneration for the Directors (excluding External Directors; “Eligible Directors”), the maximum annual amount of monetary compensation
claim paid as compensation for restricted stock was approved at 70 million yen at the 73rd Meeting held on June 29, 2021.
At this Meeting, as part of the reevaluation of the officer’s remuneration, the Company proposes to allot to Eligible Directors ourcommon stock in the number of shares in accordance with the degree of achievement to the numerical targets of business performance, etc., set
by the Board of Directors during the performance evaluation period for a certain period of time determined by the Company's Board of Directors(“Performance Share Unit”) with the aim to provide incentives to Eligible Directors to improve long-term corporate value and to further sharethat value with our shareholders by clarifying the linkage between the compensation for the Eligible Directors and the Company’s performanceand stock value.
Accordingly, we propose to award the compensation regarding the Performance Share Unit to the Eligible Directors, and to set the
maximum amount for monetary remuneration claims to cover the payment for Performance Share Unit at 70 million yen a year after
comprehensive consideration of various factors including each Eligible Director’s degree of contribution to the Company. We consider the detailsof the allotment of the shares of the Performance Share Unit is reasonable, since they have been determined after having taken into consideration
various matters including the degree of contribution of Eligible Directors at the Company comprehensively, and the rate of dilution is
insignificant with the percentage of the maximum number of shares of the Performance Share Unit to be allotted in each fiscal year, as provided
in 2. below, being around 0.05% of the total number of shares issued.
If this proposal is approved as proposed, we plan to make revisions of non-monetary compensation in the “Matters concerning policy on
determining details of compensation to each Director,” to ensure consistency with the details approved, at a meeting of the Board of Directors of
the Company after the close of this Meeting. The details of changes are outlined below.
・Non-monetary compensation means Restricted Stock and Performance Share Unit.
・Performance Share Unit shall have the Company’s common stock allotted in the number of shares in accordance with the degree ofachievement to the numerical targets of business performance, etc., set by the Board of Directors during the performance evaluation period for acertain period of time determined by the Company's Board of Directors.
・The Board of Directors of the Company shall determine performance evaluation indicators that are necessary in the specific calculation of thenumber of shares to be delivered, such as respective numerical targets to be used in allotting the shares of the Performance Share Unit.
・The transfer restriction period shall be the period from the date on which such shares of the Performance Share Unit are granted until the dateof retirement from the positions of directors, corporate auditors, or executive officers of the Company and its subsidiaries as designated by theCompany’s Board of Directors, with the conditions for removing the transfer restrictions to be provided separately.
The number of Directors (excluding External Directors) is currently two, and if Proposal No. 1 is approved, the number of Directors(excluding External Directors) will be three.
Specific details and the maximum number of shares of the Performance Share Unit for Eligible Directors
1.

Allotment of and Payment for Performance Share Unit

The Company shall designate a certain period of time, determined by the Board of Directors, as the performance evaluation period (“theTargeted Period”). The company will award the monetary compensation claims for the issuance of the stock to the Eligible Directors inaccordance with the degree of achievement of the numerical targets such as business performance, etc. set by the Company’s Board of Directors
during the Targeted Period, and the Eligible Directors shall be allotted the shares of the Performance Share Unit mentioned above [a maximum of
70 million yen] by receiving all monetary compensation claims in the form of an in-kind contribution.
Therefore, at the start of the Targeted Period, it has not been determined whether to grant each Eligible Director monetary compensationrights for the issuance of these Performance Share Unit, nor has the amount of such monetary compensation rights if they are provided, or thenumber of Performance Share Unit to be granted upon provision (hereinafter referred to as the “number of shares to be granted”) been confirmed.
In addition, the above monetary remuneration claim shall be granted if the Eligible Director has consented to the above-mentioned inkind contribution and if the Eligible Director (excluding those who have retired from any of the positions of directors, auditors, and executive
officers of the Company’s subsidiaries as designated by the Company’s Board of Directors due to the expiration of their term of office or otherreasons justifiable by the Company’s Board of Directors before the payment of the above monetary compensation claims) has entered into a
Performance Share Unit allotment agreement containing the details set forth in 6. below. Payment will be made on the condition that theagreement is signed.
The first Targeted Period shall run from April 1, 2024 to March 31, 2025, and thereafter, within the scope approved at the Meeting, thePerformance Share Unit may be allotted in the year following the fiscal year ending March 31, 2025 as a new Targeted Period determined by the
Board of Directors.

- 13 -

2.

Total Number of Performance Share Unit
The total number of Performance Share Unit to be allotted to each Eligible Director shall not exceed 28,000 shares per fiscal year.

Notwithstanding the above, if, a stock split (including allotment of stocks without contribution) or consolidation of the Company’scommon stock or a similar event requiring an adjustment in the total number of Performance Share Unit to be allotted occurs after the date ofresolution of the Proposal, the total number of such Performance Share Unit may be adjusted to a reasonable extent.
3.

How to Calculate Issued Shares

The Board of Directors of the Company will determine the performance evaluation indicators necessary for the specific calculation of
the number of issued shares, such as numerical targets used in the allotment of Performance Share Unit.
For the specific calculation, the number of issued shares to each Eligible Director shall be calculated using the following formula (notethat any fraction less than one share shall be rounded down).
If, by allotting the numbers of Performance Share Unit using the following calculation formula, the total number of Performance Share
Unit to be allotted to each Eligible Director exceeds the total number of Performance Share Unit to be allotted to the Eligible Directors or the
total amount of monetary compensation claims to be paid to each Eligible Director exceeds the total amount of the monetary compensation
claims of the Eligible Directors, adjustments shall be made on a pro rata basis or in any other reasonable manner determined by the Company’s
Board of Directors.
<How to Calculate the Number of Issued Shares to Each Eligible Director>
Individual Basic remuneration (*1) × Combined performance pay rate (*2) / Stock Price per one Performance Share Unit (*3)
*1 Individual Basic Remuneration = basic monthly remuneration × position coefficient
Individual Basic Remuneration will be decided by the Company’s Board of Directors according to the Eligible Director’s position, duties andso forth.
*2 The Company’s Board of Directors will determine the percentage within the range of 0 to 100%, depending on the achievement rate ofnumerical targets for performance evaluation indicators for each Targeted Period. In addition, if multiple performance evaluation indicators
are used, the total number of shares to be delivered, calculated based on the achievement rate of the numerical targets for each performance
evaluation indicator, shall be the number of shares to be delivered to each eligible director.
*3 Based on the closing price of the Company’s common stock on the Tokyo Stock Exchange on the business day preceding the day of theBoard of Directors’ resolution regarding issuance or disposal (if no trade is concluded on the same day, the closing price on the most recent
trading day preceding it). The amount will be determined by the Company’s Board of Directors to the extent that the amount is notparticularly advantageous to allottees who subscribe to Performance Share Unit.

The business performance indicators and performance pay rate for the first Targeted Period will be as follows.
Performance Evaluation Indicator 1

Performance Evaluation Indicator 2

HD Business Profit(13.0 billion yen)
Percentage of Achievement
Percentage of Achievement
50%
100% or more
100% or more
Percentage of Achievement
Percentage of Achievement0%
less than 100%less than 100%
* Business profit = Revenue - (Cost of sales + Selling, general and administrative expenses)
ROE (7%)4.

Performance Payment Rate

Performance Payment Rate
50%0%Stock Issuance Requirements and Other Matters

The Company will issue the Performance Share Unit to the Eligible Directors by providing monetary compensation claims and having
the Eligible Directors make an in-kind contribution when the Targeted Period ends and the following stock issuance requirements are met.
The Performance Share Unit will be delivered by the Company by issuing new shares or disposing of treasury stock.
(i) During the Targeted Period, the Eligible Director has continuously held the position of director, auditor, or executive officer of the Company
or its subsidiary as designated by the Company’s Board of Directors.
(ii) The Eligible Director has never conducted any unlawful acts determined by the Company’s Board of Directors.
(iii) The fulfillment of any other requirements deemed necessary by our Board of Directors. Furthermore, notwithstanding the above (i), if there isa newly appointed Eligible Director during the Targeted Period or if a Eligible Director resigns from any position at the Company or any
subsidiary of the Company as designated by the Company’s Board of Directors for reasons deemed legitimate by the Company’s Board of
Directors, including expiration of the term of office, the issuance of Performance Share Unit may be replaced with the provision of anamount of money equivalent to the value of the number of shares to be issued reasonably determined by our Board of Directors based on thetenure, etc., in conjunction with the amount of monetary compensation rights, within the range of [up to 70 million yen annually].
Additionally, in the event of the death of an Eligible Director [during the Target Period/before the issuance of Performance Share Unit],
the issuance of Performance Share Unit may be replaced with the provision of an amount of money equivalent to the value of the number ofshares to be issued reasonably determined by our Board of Directors based on the tenure, etc., in conjunction with the amount of monetarycompensation rights, within the range of [up to 70 million yen annually], to be provided to the heirs who succeed the said Eligible Director.

- 14 -

5.

Treatment on Reorganization

Prior to the issuance of Performance Share Unit, proposals regarding a merger agreement in which the Company becomes a dissolving
company, a stock exchange agreement in which the Company becomes a wholly owned subsidiary, a stock transfer plan, or other organizational
restructuring, etc. are submitted at the Company’s general meeting of shareholders (however, in cases where organizational restructuring, etc.
does not require approval by the Company’s general meeting of shareholders, if it is approved by the Company’s Board of Directors),
Performance Share Unit will be delivered prior to the effective date of the organizational restructuring, etc. In lieu of this, an amount of money
equivalent to the value of the number of shares to be delivered that is reasonably determined by the Company’s Board of Directors based on theterm of office, etc., together with the amount of monetary compensation claims [within an annual amount of 70 million yen] payments may bemade to Eligible Directors.
6.

Details of the Performance Share Unit Allotment Agreement

Upon the allotment of Performance Share Unit, the Performance Share Unit allotment agreement to be executed between the Company
and an Eligible Director who is allotted the Performance Share Unit pursuant to a resolution of the Company’s Board of Directors shall include
the following provisions.
(i) Transfer Restrictions
The Eligible Directors who have been allotted Performance Share Unit will not be allowed to dispose of the Performance Share Unit (the“Allotted Shares”) such as transferring to a third party, creating a security interest, collateralization, gift inter vivos, or providing for bequest
and so forth (“Transfer Restrictions”) during the period from the date of issuance of the Performance Share Unit until the date of retirementfrom the positions of directors, corporate auditors, or executive officers of the Company and its subsidiaries as designated by the Company’s
Board of Directors (the “Transfer Restriction Period”).
(ii) Free Acquisition of Performance Share Unit
In the event that an Eligible Director who is allotted the Performance Share Unit retires from any of the positions of director, corporate
auditor, or executive officer of the Company or its subsidiaries as designated by the Company’s Board of Directors, the Company shallnaturally acquire the Allotted Shares free of charge, unless the Company’s Board of Directors justifies the reason not to.
(iii) Removal of Transfer Restrictions
Upon expiration of the Transfer Restriction Period, the Company will lift the transfer restriction on all of the Allotted Shares.
(iv) Treatment During Reorganization, etc.
If, during the Transfer Restriction Period, any proposal related to a merger agreement in which the Company will be dissolved, a shareexchange agreement in which the Company will become a wholly owned subsidiary, or a share transfer plan and any other reorganization
plan is approved at the Meeting (or the Board of Directors of the Company if such reorganization plan does not require the approval of the
Meeting), the Transfer Restrictions on all Allotted Shares will be removed prior to the effective date of the reorganization event by the
resolution of the Company’s Board of Directors.
(Reference)
At and after the conclusion of the Meeting, the Company plans to allot Performance Share Unit similar to the Performance Share Unit
described above to the directors of the Company’s subsidiaries as designated by the Company’s Board of Directors.

- 15 -

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

4.

5.
6.
•
1.
2.

Criteria for Election
A candidate with superior character and knowledge who is mentally and physically healthy;
A candidate who has a law-abiding spirit;
A candidate who has comprehensive experience in business operation, company management, the legal community, administration,accounting, education or culture and art and upon re-election, his/her management performance and contribution to the group management
during the term of office shall be considered;At least one third of the number of Directors shall be External Directors (Independent), and with respect to External Directors (Independent)
and External Audit & Supervisory Board Member (Independent) (collectively, the “External Officers”), a candidate who is not in violation of
the “Criteria for Election of External Officers (to ensure independence)” separately prescribed by the Company;
With respect to External Officers, a candidate who is not currently holding a position as an officer of 4 or more listed companies; andCandidates whose appointment to the Board of Directors or the Audit & Supervisory Board will contribute to the balanced knowledge,
experience and expertise, and ensures diversity in terms of gender, global awareness, career background and age.
Criteria for Removal
If an officer acts against public policy; orIf an officer is neglecting his/her duties and deemed to be failing to fulfill his/her duties.

<Criteria for Election of External Officers (to ensure independence)>
The Company believes that External Directors (Independent) and External Audit & Supervisory Board Members (Independent)(collectively, the “External Officers”) should have sufficient independence to avoid conflicts of interest with general shareholders of theCompany. From this perspective, the Company appoints candidates for External Officers who do not fall under any of the following categories:
Has held a position to execute business(*) at the Company and any of its consolidated subsidiaries (collectively, “Wacoal Group”) in thepast;*A person holding a position to execute business shall mean an executive director, executive officer and other employee who is in an
equivalent position.
2. Is a major shareholder who holds 5% or more of the Company’s shares in terms of voting rights either in its own name or another person’s
name. In case such major shareholder is a corporation, association, or other such entity (“Entity”), a person holding a position to executebusiness at such Entity;
3. A candidate who:
(1) is a major client(*1) of Wacoal Group or who considers Wacoal Group as a major client of the candidate (in case such candidate is an
Entity, a candidate who holds a position to execute business at such Entity);(2) is a major lender(*2) of Wacoal Group (in case such lender is an Entity, a candidate who holds a position to execute business at such
Entity);(3) holds a position to execute business as a lead manager with respect to the Company’s capital markets matters;(4) holds a position to execute business at any Entity in which Wacoal Group holds shares with a percentage of voting rights equal to or
higher than 5%;*1
A major client shall mean a supplier or purchaser of Wacoal Group whose average amount of transactions in the last 3 years exceeded
2% of the consolidated net sales of Wacoal Group or those of the supplier or purchaser.
*2
A major lender shall mean a financial institution or an individual who provides loans to Wacoal Group and whose average amount ofoutstanding loans in the last 3 years exceeded 2% of the consolidated total assets of the Company or those of such lender.
4. A certified public accountant who works at an audit firm that is the Accounting Auditor of Wacoal Group;
5. Any legal counsel, accountant, tax accountant, patent attorney, consultant or other expert who receives a large amount(*) of money or otherproperty from Wacoal Group (in case such candidate is an Entity, an expert who works at such Entity);*A large amount shall mean that the average annual amount of compensation payable for the duties performed by the expert in the last 3 years
exceeded 10,000,000 yen, whether such expert as an individual or the organization to which such expert belongs provides services to Wacoal
Group.
6. Anyone who receives a large amount(*) of donations from Wacoal Group (in case such candidate is an Entity, a candidate who holds a
position to execute business at such Entity);*A large amount shall mean that the average annual amount of donation in the last 3 years exceeded 10,000,000 yen;
7. A person who executes business at another company which has an external officer from the Company;
8. A spouse or second-degree relative of a person who materially falls under any of the items under 1 through 7 above (but limited to asignificant person(*));*A significant person shall mean (i) a member or other person who is in an equivalent position in case of a certified public accountant who
belongs to an audit firm or an accounting firm, a partner or other person who is in an equivalent position in case of a lawyer who belongs to alaw firm, and a person who is in an equivalent position in case of another expert who belongs to an Entity, and (ii) an executive director,
executive officer, corporate officer, an employee who is in a position of senior management (i.e., a general manager or higher level) in caseof a person who executes business at an Entity, and an executive holding a title such as trustee, councilor and auditor, as well as any otherperson who is objectively and reasonably deemed to have equal significance as any of the above;
9. A candidate who used to fall under any of the items under 2 through 8 above during the past three years; and10. A candidate who is deemed to be subject to special circumstances under which a possible conflict of interest with general shareholders of theCompany may arise.
1.

It should be noted, however, that a candidate who falls under any of the items under 2 through 9 above, but who fulfills the requirementsof an external officer under the Companies Act, may under exceptional circumstances become a candidate for an External Officer if the Company
deems it appropriate for such candidate to be appointed as an External Officer and if the Company describes its reasons for making suchjudgement.

- 16 -

<Skills Matrix for Elected Directors and Audit & Supervisory Board Members> (assuming Proposal No. 1 and No. 2 are approved)
Wacoal Group is a global enterprise with its focus on innerwear business. As a holding company, we have established sound and transparent
governance/internal controls to govern the entire group. We are a company with a board of auditors, and our Board of Directors makes importantbusiness decisions and supervises our Directors’ execution of their duties. In order for our Board of Directors to properly fulfill its role, we
believe it is important for the Board of Directors to be equipped with the necessary skills based on the business and the governance structure of
Wacoal Group.
Knowledge and Experience expected by the Company (*)●Male●FemaleIndependence(for external
officer only)

Directors
Candidate
No.

Name

1

Masaaki Yajima

●

●

2

Akira Miyagi

●

●

3

Keisuke
Kawanishi●

4

Tsunehiko Iwai

●

●

●

5

Chizuru
Yamauchi

●

●

●

6

Hisae Sato

●

●

7

Koji Nitto

●

●

8

Tetsuro Harada●●

Company
Management(Experience andInsight)

Legal/
Compliance

Financial/
Investment

Finance/
Accounting

Sustainability
Diversity &Inclusion

Human Resource/
Organizational
Development

GlobalAwareness

DigitalTransformation

●
●

●

●
●

●

●

●

●

MarketingTechnology/
Production/
Quality Control

●

●

●

●

●

●

MarketingTechnology/
Production/
Quality Control

●
●

●

●

●

●

●

●

●

●
●
●

*The above list does not cover the entire knowledge and experience of the candidates.

(Audit &Supervisory
Board
Members)
CandidateNo.

Knowledge and Experience expected by the Company(*)
Name

●Male
●FemaleIndependence(for external
officer only)

Shinichi
Kitagawa
Katsuhiro
OkamotoMitsuhiro
Hamamoto

●
●

●

-

Hitoshi Suzuki

●

●

-

Motoko Tanaka

●

●

○
-

Company
Management(Experience andInsight)

Legal/
Compliance

Financial/
Investment●●

Finance/
Accounting

Sustainability
Diversity &Inclusion●

Human Resource/
Organizational
Development●●

DigitalTransformation

●
●

●
●

GlobalAwareness

●

●
●

●
●

●

*The above list does not cover the entire knowledge and experience of the candidates.
*The above list includes the current Audit & Supervisory Board Members who are not candidates.

Policy on Cross-Shareholdings
In order to enhance our medium to long-term corporate value, we may hold cross-shareholdings in other listed companies including ourbusiness and financial partners with which we deem to establish, maintain and enhance transactional relationships, promote cooperation forbusiness expansion and contribute to stable financial operations. We examine and analyze whether the purpose of a cross-shareholding isappropriate from a medium to long-term perspective and whether the benefits and risks of the cross-shareholding are appropriate in terms ofcapital cost, and periodically report the results to the Board of Directors. Based on the reported results, the Board of Directors assesses whether
such cross-shareholding contributes to the enhancement of our medium to long-term corporate value and decides whether to maintain or disposeof the cross-shareholding. If any of our cross-shareholdings loses its value based on the purpose therefor, we dispose of and reduce such crossshareholding as appropriate after taking in consideration the circumstances of the issuer. The Board of Directors assesses the significance of thecross-shareholdings by each stock.
During the term of the revised medium-term management plan (from April 2023 to March 2026), we decided to reduce our overall
cross-shareholdings by approximately 30 billion yen (at market value as of the end of March 2023) to below 10% of consolidated net assets inorder to improve capital efficiency, and during the fiscal year ended March 31, 2024, we disposed of and reduced 10 stocks amounting toapproximately 14.8 billion yen (at market value as of the end of March 2023).
Status of Cross Shareholdings (Wacoal Corp.’s cross shareholdings shown here as Wacoal Corp. has the largest balance sheet amount ofinvestment stocks (recorded amount of investment stocks)
Category

Fiscal year ended March 31

2020
2021
2022
2023
2024
Number of stocks
86
75
65
60
50
Total balance sheet amount
42,17350,11446,00043,94447,541(Millions of yen)
Ratio to consolidated net assets
20.1%
22.9%
20.3%
20.6%
22.1%
(Notes) We implement the U.S. Accounting Standards for the fiscal years ended March 31, 2020 through March 31, 2022, and the International
Financial Reporting Standards for the fiscal year ended March 31, 2023 and thereafter.
When exercising voting rights of shares in our cross-shareholdings, we determine whether or not to vote in favor of proposal items after
closely examining and analyzing comprehensively whether the relevant proposal items would contribute to the enhancement of the issuer’s andour corporate value, while fully respecting each issuer’s management policy.

- 17 -

Corporate governance system
The basic policy and purpose of our group’s corporate governance is to continuously enhance our corporate value by increasingtransparency and ensuring the fairness and independence of our corporate management in order to establish “mutual trust” in relationship with all
stakeholders, including our shareholders, customers, employee, clients and the local community.
Please access our website below for our Corporate Governance Guidelines, including our basic policy.
https://www.wacoalholdings.jp/en/group/governance/*The 12 members of the Committee for Group Strategy include Directors of Group Companies.
OutlineNumber of Meeting(s) held
during fiscal year ended
March 2024

Board ofDirectors• Our Board of Directors is entrusted by shareholders and makes the best decisions
based on fair judgment. In addition, our Board of Directors exercises its supervisory
function for the execution of its business and aims to maximize corporate value.
• Our Board of Directors conducts a review of The WACOAL Way, our values, our
medium- to long-term management strategy and social issues, as well as decisionmaking regarding material matters as stipulated in applicable laws and regulations orin our Articles of Incorporation. The Company will formulate basic policies onsustainability issues, and monitor the allocation of management resources and theimplementation of business portfolio strategies to contribute to sustainable growth.

17

Nomination of
Directors
Advisory
Committee• This Committee discusses and provides recommendations to our Board of Directors
on matters related to evaluation, election, dismissal, and promotion of Directors, andon matters regarding establishment and revisions of rules and bylaws of Directors.
• Attendance and approval of all committee members is required to pass resolutions.

6

Remunerationof Directors
Advisory
Committee• This Committee discusses and provides recommendations to our Board of Directors
on matters regarding performance review and remuneration of Directors, and mattersregarding remuneration system of Directors.
• Attendance and approval of all committee members is required to pass resolutions.

4

Independent
External
Auditors &Directors
Meeting• The meeting attendees, mainly composed of our Independent Officers (External
Directors (Independent) and External Audit & Supervisory Board Members(Independent)), exchange and share opinions regarding our Board of Directors. The
meeting attendees analyze and evaluate the effectiveness of our Board of Directors,
identify issues, compile improvement measures, and provide recommendations to our
Board of Directors.

1

Committee forGroup Strategy• Attendance of all of our Independent Officers is required. The meeting attendees
deliberate fully on particularly important items to be resolved by our Board of
Directors from a multi-faceted perspective to provide recommendations to our Boardof Directors.
• They will monitor progresses against the recommendations, and supervise to ensurethat timely and appropriate adjustment be made.

12

Audit &
Supervisory
Board• The Audit & Supervisory Board members entrusted by shareholders deliberate orresolve important matters relating to the audit and establishes a high-quality
corporate governance system that responds to social trust.

18- 18 -

BUSINESS REPORTFOR THE PERIOD FROM APRIL 1, 2023 THROUGH MARCH 31, 2024
1.

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

Business environment surrounding our group during the current fiscal year (from April 1, 2023 to March 31, 2024) were severely affectedby weak sales of our core innerwear products in major countries. In Japan, although sales of our high-priced brands remained strong, sales of our
medium-priced products struggled due to the prolonged inflation against the backdrop of the depreciation of the Japanese yen and rising prices ofenergy and raw materials, as well as the resulting increase in selective spending by consumers. In the United States, where inflation is on aconverging trend, consumer spending showed stable growth, but sales remained weak due to the continued restraint on purchases by some of ourwholesale stores. In addition, sales in the United Kingdom and Europe, where consumer confidence continued to decline due to the prolonged
inflation, remained lackluster. In China, despite expectations of recovery in economic activities due to the lifting of the zero-COVID policy, thepace of sales recovery fell below our expectations due to the impact of sluggish consumer spending caused by the economic stagnation due tounemployment crisis.
Under such circumstances, our group has been promoting the initiatives to “implement business model reforms to improve profitability,”“carry out growth strategies to achieve ‘VISION 2030,’” “introduce return on invested capital (ROIC) management,” and “promote asset reduction”
with the theme of “transformation to a structure capable of steadily generating cash” under the three-year medium-term management plan revisedin November 2023.
In our domestic business, in addition to the cost structure reform as a part of our business model reform project, we have initiated supply
chain management reform to respond quickly to changes in consumer needs and market conditions. We are also working to control and optimize
inventory levels by reviewing the mix of products in stores and shifting to a demand-linked production system, and shortening lead times forplanning and development. In our overseas business, we are working to broaden our sales areas and channels in Europe, in addition to our initiatives
to expand contact points with new customers by using digital resources to achieve growth in our e-commerce business.
As a result of the above, consolidated revenue for the current fiscal year was 187.21 billion yen (a decrease of 0.7% as compared to suchrevenue for the previous fiscal year). Despite the weak sales of our core innerwear products in Japan and overseas, consolidated revenue decreased
only slightly from the previous fiscal year due to the impact of the weaker Japanese yen in exchange rates, which boosted the revenue from ouroverseas business. Consolidated business profit was 3.51 billion yen (a decrease of 14.4% as compared to such profit for the previous fiscal year)
due to an increase in cost ratio and the reversal of the one-time gain resulting from the partial revision to the Flexible Retirement Program at Wacoal
Corp. (*1) that we recorded in the previous fiscal year, in addition to the impact of decreased revenue.
We recorded a consolidated operating loss of 9.50 billion yen (as compared to a consolidated operating loss of 3.49 billion yen for theprevious fiscal year (*2)) due to the recording of impairment charges of 7.80 billion yen at Wacoal International Corp. (U.S.) in connection withthe liquidation of Intimates Online, Inc. (“Intimates Online”) (*3) and the recognition of restructuring charges of 5.52 billion yen at Wacoal Corp.
(*3). Consolidated loss before tax was 8.29 billion yen (as compared to 0.70 billion yen of consolidated loss before tax for the previous fiscal year)
and consolidated loss attributable to owners of parent was 8.63 billion yen (as compared to 1.64 billion yen of consolidated loss for the previous
fiscal year).
The key exchange rates used for the current fiscal year (the previous fiscal year) were: 144.62 yen (135.47 yen) to the U.S. dollar; 181.76
yen (163.15 yen) to the Sterling pound; and 20.14 yen (19.75 yen) to the Chinese yuan.
The following is a summary of revenue by reporting segment.

- 19 -

Our sales performance during the current fiscal year showed a mixture of strengths and weaknesses, differing by brand and sales channel.
As for trends by brand, our high-priced brands “Yue” and “Salute” maintained strong sales, and our men’s innerwear products, mainly“Lace Boxers,” also achieved growth, receiving favorable reviews from consumers. On the other hand, sales from “Wacoal” and “Wing,” our core
brands offering mainly medium-priced products, remained weak due to the increase in selective spending by consumers against the backdrop of
the inflation.
As for trends by sales channel, our e-commerce sales increased as a result of our aggressive sales promotion activities. In addition, sales
from third-party e-commerce websites achieved growth due to our continued efforts to strengthen cooperation with the third-party e-commerce
website operators. As for our directly managed stores, sales at “AMPHI,” our store brand targeting young adults, struggled due to sluggish growthin the number of customers visiting stores and lower-than-expected sales from discounted products. However, overall sales from our directly
managed stores remained at the same level as the previous fiscal year due to the strong sales from “WACOAL The Store” and “Wacoal FACTORYSTORE.” On the other hand, sales from our stores in department stores and mass retailers struggled due to a lack of high-profile merchandise andother factors, which resulted in sluggish growth in the number of customers visiting our stores, as well as suppression of purchases by wholesale
stores. In addition, an increase in product returns from mass retailers due to weak sales was also a factor in the decrease in sales.
As a result of the above, revenue attributable to our “Wacoal Business (Domestic)” segment was 94.20 billion yen (a decrease of 2.6% ascompared to such revenue for the previous fiscal year). Despite a reduction in labor costs due to a decrease in the number of employees following
the implementation of the Flexible Retirement Program during the previous fiscal year and our efforts to control advertising expenses based onsales trends, we recorded an operating loss of 4.19 billion yen (as compared to an operating profit of 2.86 billion yen for the previous fiscal year)
due to lower profit margin and the recognition of restructuring charges of 5.52 billion yen to improve profitability at Wacoal Corp. through inventory
reduction and solicitation for voluntary retirement, and the reversal of gain on sale of property, plant and equipment (3.02 billion yen) recorded
during the previous fiscal year.

- 20 -

Sales from Wacoal International Corp. (U.S.) fell below the level in the previous fiscal year mainly due to a significant decrease in revenue
from Intimates Online, which was decided to be withdrawn from the business. Sales from retail store channel of Wacoal America, Inc., which
distributes “Wacoal” brand, remained strong on the back of solid growth in consumer spending, and sales from our e-commerce business also
showed strong sales due to sales promotion activities and strengthening of digital marketing. On the other hand, sales of third-party e-commerce
websites were lower than expected partly due to the continued restraint on purchases by wholesale stores, resulting in a decrease in revenue on a
local currency basis. Sales from Intimates Online fell short of our expectations despite our efforts to sell down inventory through discountpromotions since November.
Sales from Wacoal Europe Ltd. in the United Kingdom and Europe, its main markets, remained at the same level as the previous fiscal
year for both markets due to a recovery in sales from retail stores during the current consolidated fourth quarter, despite the negative impacts of thesuspension of shipments due to a cybersecurity incident in September and a decrease in sales of our swimwear products caused by a cool summer.
On the other hand, overall sales from Wacoal Europe Ltd. declined on a local currency basis due to weak sales in the United States and otherregions.
Despite expectations of a recovery in economic activities after the lifting of the zero-COVID policy, revenue attributable to Wacoal China
Co., Ltd., on a local currency basis, decreased due to the increased competition in the e-commerce market and weak sales from third-party ecommerce websites which struggled with capturing holiday spending during the Chinese Lunar New Year and the Women’s Festival, in addition
to the number of customers visiting retail stores falling below our expectations resulting from the impact of the prolonged economic stagnation.
As a result of the above-described factors, although revenue attributable to our major subsidiaries decreased on a local currency basis,revenue attributable to our “Wacoal Business (Overseas)” segment on a Japanese yen basis was 67.76 billion yen (an increase of 1.5% as comparedto such revenue for the previous fiscal year) due to the depreciation of the Japanese yen against major currencies. We recorded an operating loss of
5.15 billion yen (as compared to an operating loss of 7.40 billion yen for the previous fiscal year) mainly due to the impact of the recording of
impairment charges of 7.80 billion yen on goodwill related to the business withdrawal and liquidation of Intimates Online at Wacoal International
Corp. (U.S.).

- 21 -

In our domestic business during the current fiscal year, although sales from third-party e-commerce websites showed strong sales resulting
from the positive impact of the start of transactions with new e-commerce website operators, sales from both our directly managed stores and ecommerce website continued to struggle as our advertising activities and collaboration projects featuring famous celebrities to attract new customers
were not successful.
As a result of the above, revenue attributable to our “Peach John Business” segment was 10.74 billion yen (a decrease of 9.9% as comparedto such revenue for the previous fiscal year). We recorded an operating loss of 0.24 billion yen (as compared to an operating profit of 0.92 billion
yen for the previous fiscal year) due to the impact of decreased revenue and increased expenses associated with the e-commerce system upgrade,
as well as the loss incurred in connection with the liquidation of a subsidiary in China.

During the current fiscal year, sales from Ai Co., Ltd. exceeded the sales from the previous fiscal year due to strong sales at its retail storesand e-commerce website on the back of a recovery in travel-related demand. Sales from Nanasai Co., Ltd. also increased due to steady sales frommerchandise sales business and interior design work business on the back of an increase in the number of visitors to commercial facilities in urban
areas. On the other hand, sales from Lecien Corporation decreased due to weak sales of its private brand products sold by major apparel supply
chain companies.
As a result of the above, while revenue attributable to our “Other” business segment increased to 14.51 billion yen (an increase of 10.0%
as compared to such revenue for the previous fiscal year), operating profit was only 0.07 billion yen (a decrease of 43.1% as compared to suchoperating profit for the previous fiscal year) due to deteriorating profitability at Nanasai Co., Ltd. and Lecien Corporation.

(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 2024 was 3.381 billion yen, mainly including expenditures for
information system investments incurred by our subsidiaries, and expenditures for the maintenance and repair of real estate.

- 22 -

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

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

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

(Millions of yen, except per share amounts)
U.S. Accounting Standards
IFRS
Fiscal year ended/as of March 31,
2021
2022
2023
2024
152,204(1,115)

172,860
5,013

172,072
3,291

188,592(3,490)187,208(9,503)

7,025

4,608

1,732

(1,643)(8,632)112.57

74.04

27.83

(27.44)(151.62)

322,761

303,245

299,177

285,659

294,029

215,612223,005

217,990

210,197

211,8293,454.18

3,628.56

3,546.96

3,623.29

3,846.66

The consolidated financial statements are prepared in accordance with IFRS starting from the fiscal year ended March 31, 2023.
Changes in state of assets and (loss) profit 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 astreasury stock) during each fiscal year.
Equity attributable to owners of parent per share is calculated based on the number of shares issued (excluding the number of shares
held as treasury stock) as of the end of each fiscal year.
IAS 12 “Income Taxes” (revised in May 2021) is applied starting from the fiscal year ended March 31, 2024. This change has been
applied retrospectively to the figures presented for the fiscal year ended March 31, 2023.

- 23 -

(ii)Changes in Results of Operations and State of Assets of the Company

Category
Operating revenue
Ordinary income
Net income
Net income per share (yen)Total assets
Net assets
Net assets per share (yen)(Notes) 1.
2.

2021
16,42912,048
11,544184.98
191,737
140,106
2,235.07(Millions of yen, except per share amounts)
Fiscal year ended/as of March 31,
2022
2023
2024
6,196
6,772
7,276
1,682
2,473
3,002
2,749
4,458
2,817
44.18
74.46
49.50
165,180
154,705
154,073
138,332
130,602118,3102,241.50
2,242.19
2,139.06

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 number of shares held as treasury stock) as ofthe end of each fiscal year.

- 24 -

(3)Issues to Address
The issues that the Wacoal Group must address are as follows:(i)Japan: Conversion into a business model that enables us to respond to increasingly diversifying customer needs and shorter
trend cycles

We will transform our business model into one that enables us to respond to increasingly diversifying customer needs and shorter trend cycles,
and strive to recover and expand the top line which has been on a decreasing trend as well as recover its profitability. We will review theconventional type of product mix and delivery style of new products, to promote transformation into a mechanism that enables fast-selling
products to be surely delivered to store shelves and reduce lost sales opportunities. We will also change the current bulk production method to a
production method in which production is carried out in accordance with the demand situation at stores, thereby improving the supply ratio of
fast-selling products. With respect to product planning and development, we will utilize existing patterns and review operational processes suchas planning development meetings to shorten lead times from development to product delivery and expedite the launch of products that capture
customer needs, thereby enhancing sales activities.
(ii)

Japan: Execution of “brand strategies” and “customer strategies” that take advantage of the power of digital and our own
strengths

In order to evolve into a corporate that is able to continuously provide products and services that help customers “being themselves,” we will
implement brand management based on a completely “customer-driven” approach and develop attractive brands with clear value provided. We
will also promote customer-driven DX to develop deep, wide-ranging and long-term relationships with customers and provide optimal customer
experience. With respect to customer-driven DX, we will make use of digital to analyze the voice of the customer and the knowledge of sales
staff with respect to customer service, in addition to purchasing data, so that they are used in providing the customer experience. Further, we willleverage a 3D measurement service and apps, in addition to a consulting service by our sales staff, to provide a highly satisfying customer
experience that merges offline and online activities, and will also have sales staff post product reviews online. This way we will promote
initiatives aimed at improving the customer experience from various perspectives.
(iii)

Overseas: Execution of growth strategies toward the next medium-term business plan

In Europe and the U.S., we will continue our efforts aimed at expanding customer contact points by utilizing digital toward the realization of
growth in e-commerce, and work on the expansion of sales areas and channels. In China, although restrictions on activities due to COVID-19
were eased, the recovery in profit has been slow due to the inadequate response to changing consumer needs and consumer behaviors from theexperience of COVID-19. We will work on the selection of and focus on businesses to realize a return to a growth trajectory and, at the sametime, carry out a cost structure reform to enhance operational efficiency.
(iv)

Governance: Improvement in profitability and capital efficiency through enhancement of the management control base

The Wacoal Group decided to introduce ROIC management in order to improve capital efficiency and realize a lean corporate structure. We will
use ROIC not only for managing the company-wide financial targets but also as a means for performance management that measures results
accurately, thereby quantitatively linking improvement activities on the ground with improvements in earnings capability and capital efficiency
as expected by our stakeholders including investors.
(v)

Other issues

Environmental issues, such as climate change and human rights issues, are becoming increasingly serious, and we believe they requireappropriate responses and preventative measures. The Wacoal Group will continue to endeavor 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“sustainable growth” through our business. We will endeavor to improve corporate value by achieving the resolution of social issues on the one
hand and sustainable growth on the other 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 havedefined as our materialities (material issues).

- 25 -

(4)Principal Subsidiaries
Name of Company

Location

Shareholding
Ratio

Wacoal Corp.

Minami-ku, Kyoto

Stated Capital(Millions of yen)
5,000

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

Minato-ku, Tokyo
Minami-ku, Kyoto

9090100.0%
99.9%

100.0%

100.0%

Main Business

Remarks

Manufacture and sale ofgarments
Sale of garments
Manufacture and sale ofmannequins and display
fixtures; interior design andconstruction work of stores

Wacoal International
Corp.
Wacoal America, Inc

NY, U.S.A.

(Thousands of U.S.
dollars)
20,000NY, U.S.A.

2,062

100.0%

Wacoal Europe Ltd.

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

(Thousands of pounds)
175

100.0%

Investment in subsidiaries

250

100.0%

Manufacture and sale ofgarments*3(Thousands of Chinese
yuan)
189,364100.0%

Manufacture and sale ofgarments*4

Wacoal EMEA Ltd.

Wacoal China Co., Ltd.

Beijing, People’s
Republic of China

Investment in U.S.
subsidiaries
Manufacture and sale ofgarments*1*2(Notes) *1. Wacoal International Corp. is a wholly owned subsidiary of our subsidiary, Wacoal Corp.
*2. Wacoal America Inc. is a wholly owned subsidiary of Wacoal International Corp.
*3. Wacoal EMEA Ltd. is a wholly owned subsidiary of our subsidiary, Wacoal Europe Ltd.
*4. Wacoal China Co., Ltd. is a wholly owned subsidiary of Wacoal International Hong Kong Co., Ltd.
(5)

Matters concerning Specified Wholly Owned Subsidiaries

Name of Company

Address

Wacoal Corp.

29, Nakajima-cho, Kisshoin, Minami-ku, Kyoto(6)

Total Carrying Amount(Millions of yen)
72,336

Major Lenders (as of March 31, 2024)
Name of Lender

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

Amount of Borrowings(Millions of yen)
2,500
1,500
1,000

- 26 -

Total Assets of the Company(Millions of yen)
154,073

2.

STOCK INFORMATION (As of March 31, 2024)(1)

Total Number of Shares Authorized to be Issued:

250,000,000 shares(2)

Total Number of Issued and Outstanding Shares:(including 5,931,669 shares of treasury stock)61,000,000 shares(Note) The total number of issued and outstanding shares including the shares of treasury stock decreased by 3,500,000 shares fromthe end of previous fiscal year (March 31, 2023) following the cancellation of 3,500,000 shares of treasury stock on May 26, 2023
pursuant to the provisions of Article 178 of the Companies Act.

(3)

Total Number of Shareholders:(4)

Major Shareholders (Top 10):
Name of Shareholder

16,814

Number of Shares Held by Shareholder(Thousands of shares)

The Master Trust Bank of Japan, Ltd. (Trust Account)
Meiji Yasuda Life Insurance Company
MUFG Bank, Ltd.
The Bank of Kyoto, Ltd.
Custody Bank of Japan, Ltd. (Trust Account)
Nippon Life Insurance Company
The Shiga Bank, Ltd.
Mitsubishi UFJ Trust and Banking Corporation
ML INTL EQUITY DERIVATIVES
JPMorgan Securities Japan Co., Ltd.
(Notes) 1.
2.
3.
(5)

Shareholding Ratio
(%)

5,386
3,050
2,704
2,352
2,333
1,569
1,569
1,525
1,514
1,220

9.78
5.54
4.91
4.27
4.24
2.85
2.85
2.77
2.75
2.22

The number of shares held by shareholder is rounded down to the nearest thousand.
The Company is holding 5,931,669 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, 2024

Directors (excluding External Directors (Independent))

Number of Shares Granted

Number of Officers Granted Shares

11,5002(Note) For details on restricted stock, please see “3. Officers – (2) Compensation and Other Compensation Paid to Directors and Audit andSupervisory Board Members” on page 29.

- 27 -

3.

OFFICERS(1)

Directors and Audit and Supervisory Board Members (as of March 31, 2024)

Position
Representative Director,
President and CEO(Group CEO)
Representative Director,
Vice President,
Executive Officer and
CFO
Director
Director

Name
Masaaki Yajima

Director
Director

Chizuru Yamauchi
Hisae Sato

Director
Audit and Supervisory
Board Member(full-time)
Audit and Supervisory
Board Member(full-time)
Audit and Supervisory
Board Member

Koji Nitto
Shinichi Kitagawa

Audit and Supervisory
Board Member
Audit and Supervisory
Board Member

Hitoshi Suzuki(Notes) 1.
2.
3.
4.
5.
6.
7.

Akira Miyagi

Shigeru Saito
Tsunehiko Iwai

Katsuhiro Okamoto

Mitsuhiro
Hamamoto

Motoko Tanaka

Responsibility and significant concurrent positions
Head of Global Operations Div.;
Chair of Sustainability Committee;
Chair of Committee for Group Strategy
In charge of Group Business Management;
Chair of Corporate Ethics and Risk Management Committee

Representative Director and Chairman, and CEO of TOSE CO., LTD.
Chair of Nomination of Directors Advisory Committee;
Chair of Remuneration of Directors Advisory Committee;
External Director of Cross Plus Inc.
Advisor of Nippon Life Insurance Company
Councilor, International Christian University;
Member of Fund Management Committee of Local Public Service Mutual Aid
Association;
Member of Fund Management Committee of Pension Fund Association for Local
Government Officials;
Member of the JST* Investment Advisory Committee*JST: Japan Science and Technology Agency;
Member of Pension Actuarial Subcommittee of the Social Security Council, Ministryof Health, Labor and Welfare;
Member of Fund Management Subcommittee of the Social Security Council,
Ministry of Health, Labor and Welfare;
Member of Subcommittee on Asset Management Nation of the Council of New Formof Capitalism Realization, Cabinet Secretariat
Director of CiRA Foundation
Audit & Supervisory Board Member of Wacoal Corp.
External Director, Audit and Supervisory Committee Member of House of Rose Co.,Ltd.
Audit & Supervisory Board Member of Wacoal Corp.

Managing Partner of Hamamoto Law Office;Director(external) of TVE Co., Ltd.;
Outside Auditor of Osaka-Hyogo Ready-Mixed Concrete Industrial Association;
Outside Audit & Supervisory Board Member of Rengo Co., Ltd.
Advisor of Mitsubishi UFJ Research and Consulting Co., Ltd.
Managing Partner of Tanaka CPA Office;Outside Director and Audit & Supervisory Committee Member of TOWA
Corporation

Directors Mr. Shigeru Saito, Mr. Tsunehiko Iwai, Ms. Chizuru Yamauchi, Ms. Hisae Sato and Mr. Koji Nitto are External Directors(Independent) as prescribed in Item 15, Article 2 of the Companies Act.
Audit and Supervisory Board Members Mr. Mitsuhiro Hamamoto, Mr. Hitoshi Suzuki and Ms. Motoko Tanaka are External Audit
and Supervisory Board Members (Independent) 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 External Directors (Independent) and External
Audit and Supervisory Board Members (Independent) hold significant concurrent positions.
Audit and Supervisory Board Member Mr. Shinichi Kitagawa has accounting experience with the Accounting Department of theCompany and its subsidiaries with a considerable degree of finance and accounting knowledge.
Audit and Supervisory Board Member Ms. Motoko Tanaka is qualified as a certified public accountant and a certified public
accountant of the United States with a considerable degree of finance and accounting knowledge.
Mr. Minoru Shimada resigned as Audit and Supervisory Board Member upon the close of the 75th Ordinary General Meeting of
Shareholders held on June 28, 2023.
Mr. Shigeru Saito, Mr. Tsunehiko Iwai, Ms. Chizuru Yamauchi, Ms. Hisae Sato and Mr. Koji Nitto, our External Directors(Independent), and Mr. Mitsuhiro Hamamoto, Mr. Hitoshi Suzuki and Ms. Motoko Tanaka, our External Audit and Supervisory
Board Members (Independent), have been designated as our independent officers as notified to the Tokyo Stock Exchange.

- 28 -

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

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

Category

Total amount ofcompensation/other compensation(Millions of yen)

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

Performancebased
compensation

Non-monetarycompensation

Number of
eligible recipients

Directors(of which is related to External
Directors (Independent))

168
(43)

134
(43)

(-)

33
(-)

9
(6)

Audit and Supervisory Board
Members(of which is related to External
Audit and Supervisory Board
Members (Independent))

62
(21)

62
(21)

(-)

(-)

7
(5)

Total
(of which is related to External
Officers)

230
(64)

197
(64)

(-)

33
(-)

16
(11)

(Notes) 1.

2.

(ii)

The number of eligible recipients indicated above include two Directors (of which one was External Director (Independent)) andtwo Audit and Supervisory Board Members (of which two were External Audit and Supervisory Board Members (Independent))
who retired upon the close of the 75th Ordinary General Meeting of Shareholders held on June 28, 2023.
The total amount of compensation/other compensation of Directors indicated above does not include salaries that Directors who
concurrently serve as employees receive as employees.
Matters concerning performance-based compensation

The Company uses consolidated operating profit as the reference value for calculating performance-based compensation (officers’
bonuses). The Company has selected consolidated operating profit as the business metric to calculate performance-based bonuses
because we most closely track consolidated operating profit as a measure of profit from our main business. The amount of performancebased bonus is determined based on the percentage of achievement against consolidated operating profit as the reference value and otherbusiness results. We have set the consolidated operating profit reference value at 13.5 billion yen based on past business results, and as aresult 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 describedunder “(v) Matters concerning policy on determining details of compensation by each Director” below. The status of compensation
granted as of the end 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, 2024.” Any Director who is allotted 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 and 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 othercompensation paid to Directors and Audit and Supervisory Board Members
The total maximum annual amount of basic compensation paid was determined to be up to 350 million yen for Directors (excluding theamount of employee’s salary for Directors who concurrently serve as employees) and up to 75 million yen for Audit and 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 and Supervisory Board Members upon the close of the meeting were seven (7) and five (5),respectively. The amount of performance-based bonus is determined according to the business results of each fiscal year by resolution of
the Ordinary 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 June 29, 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 and Supervisory Board Member or Corporate Officerof 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 Director will be removed upon the expiration of the transfer restriction period if such eligible Director has continuously
held the position of Director, Audit and 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 Shareholdersof the Company to be held after the commencement of the transfer restriction period. The number of Directors who are eligible forpayment upon the close of such meeting was four (4) (excluding External Directors (Independent)).

- 29 -

(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, the amount of which is fixed, a performance-based bonus that is linked to the businessresults for each fiscal year, and restricted stock, which provides medium- to long-term incentives. Because Independent External
Directors are not involved in the execution of business, they only receive basic compensation payable in a fixed amount. An overview ofthe policy for determining each type of compensation is described in the table below.
Policy for determining the amount of or calculation
method for compensation to each Director

Method for determining details of and timing forcompensation, etc. to each Director

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

- fixed monthly compensation- specific details to be determined by the Board of
Directors based on the reports prepared by the
Remuneration of Directors Advisory Committee

Performance-based
bonus(performance-based
compensation)- to be determined for each fiscal year based on thepercentage of achievement against a reference value
composed of consolidated operating profit and basedon other business results, to increase the degree oflinkage between bonuses and consolidated businessperformance- to be paid once a year after approval at the general
meeting of shareholders for the relevant fiscal year
- to be resolved at a Board of Directors meeting and thetotal amount to be approved at the general meeting ofshareholders based on reports prepared by the
Remuneration of Directors Advisory Committee

Restricted stock(non-monetarycompensation)- to be determined in consideration of the monthly
amount of basic compensation and the closing price ofthe common stock of the Company on the business day
immediately preceding the date of the resolution by the
Board of Directors with respect to issuance or disposalof restricted stock based on the report of Remunerationof Directors Advisory Committee- allotted shares will be subject to transfer restriction
during the period from the date allotted shares are
granted until the date such Director, Audit andSupervisory 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 position of Director, Audit and Supervisory Board
Member or Corporate Officer until the date of the first
Ordinary General Meeting- the Company may repurchase all of the allotted sharesbearing transfer restrictions as a result of a breach ofrestricted stock allotment agreement without
consideration- to be allotted after election as Director at the ordinary
general meeting of shareholders held once a year
- the number of shares allotted to be determined at a
Board of Directors meeting

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 is calculated using consolidated operating profit as the reference value.
A majority of the members of the Remuneration of Directors Advisory Committee are Independent External Directors, and theIndependent External Director acts as the chair of the Committee. The Committee is operated with a high degree of transparency andfairness by resolving matters with the unanimous approval of all members.
The Board of Directors consulted the Remuneration of Directors Advisory Committee on this Policy, which was resolved at the Board of
Directors Meeting held on May 14, 2021, respecting the Committee’s recommendations.
We understand that the Remuneration of Directors Advisory Committee held discussions and deliberations, including with respect to theconsistency of the draft with this Policy, upon determination 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 in principle that thedetermination is consistent with this Policy.
The policy for determining the details of compensation and other matters of each Audit and Supervisory Board Member is decided by
the Audit and Supervisory Board. Given that they are not involved in the execution of business, the Audit and Supervisory Board
Members only receive basic compensation, a fixed monthly compensation, which is fixed in commensurate with the Company’sbusiness results and size in comparison with companies in the same industry and of a similar size. The amount of basic compensation
payable to each Audit and Supervisory Board Member will be decided upon mutual discussion among the Audit and 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 details of compensation payable to each
Director.

- 30 -

(3)Main Activities of External Directors (Independent) and External Audit and Supervisory Board Members (Independent)

Category
Director

Name
Shigeru Saito

Director

Tsunehiko Iwai

Director

Chizuru Yamauchi

Director

Hisae Sato

Director

Koji Nitto

Audit andSupervisory Board
MemberMitsuhiro Hamamoto

Audit andSupervisory Board
MemberHitoshi Suzuki

Audit andSupervisory Board
MemberMotoko Tanaka

Main Activities
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 overall management. Also, he has made awide range of proactive recommendations on business strategies, customer expansion
and DX strategies of the Company based on his knowledge and insight on overallmanagement, and expertise in the IT area. Further, in addition to expressing opinions at
the Board of Directors’ meetings, he acts as a function to oversee the management teamof the Company by serving as a member of the Nomination of Directors Advisory
Committee and the Remuneration of Directors 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 of technology and overallmanagement. Also, he has made a wide range of proactive recommendations on businessstrategies, brand strategies, production strategies, and risk management of the Company
based on his knowledge and insight on overall management, and expertise in research &development, production, technology, and compliance. Further, in addition to expressing
opinions at the Board of Directors’ meetings, he acts as a function to oversee themanagement team of the Company by serving as a chair of the Nomination of Directors
Advisory Committee and the Remuneration of Directors Advisory Committee.
Ms. Yamauchi has attended all 13 Board of Directors’ meetings held after her
appointment on June 28, 2023, and has expressed her opinions on the proposals and/or
discussions based on her comprehensive knowledge and experience in the field of
women’s empowerment, human resource development and overall management. Also,
she has made a wide range of proactive recommendations on business strategies andhuman resources strategies of the Company based on her knowledge and insight on
overall management, and expertise in diversity and inclusion. Further, in addition toexpressing opinions at the Board of Directors’ meetings, she acts as a function to oversee
the management team of the Company by serving as a member of the Nomination of
Directors Advisory Committee and the Remuneration of Directors Advisory Committee.
Ms. Sato has attended all 13 Board of Directors’ meetings held after her appointment onJune 28, 2023, and has expressed her opinions on the proposals and/or discussions basedon her comprehensive knowledge and experience in the field of asset management. Also,
she has made a wide range of proactive recommendations on business strategies of theCompany based on her expertise in investment and financial markets. Further, in
addition to expressing opinions at the Board of Directors’ meetings, she acts as afunction to oversee the management team of the Company by serving as a member of theNomination of Directors Advisory Committee and the Remuneration of Directors
Advisory Committee.
Mr. Nitto has attended all 13 Board of Directors’ meetings held after his appointment onJune 28, 2023, and has expressed his opinions on the proposals and/or discussions basedon his comprehensive knowledge and experience in the field of finance and overallmanagement. Also, he has made a wide range of proactive recommendations on businessstrategies of the Company based on his knowledge and insight on overall management,
and expertise in “ROIC management.” Further, in addition to expressing opinions at theBoard of Directors’ meetings, he acts as a function to oversee the management team of
the Company by serving as a member of the Nomination of Directors Advisory
Committee and the Remuneration of Directors Advisory Committee.
Mr. Hamamoto has attended all 17 Board of Directors’ meetings and all 18 Audit andSupervisory Board’s meetings held during the current fiscal year and has expressed his
opinions on proposals and/or discussions based on his experience as an attorney-at-law
and from a professional perspective on corporate law.
Mr. Suzuki has attended all 13 Board of Directors’ meetings and all 13 Audit andSupervisory Board’s meetings held after his appointment on June 28, 2023, and has
expressed his opinions on the proposals and/or discussions based on his extensive
knowledge and experience in financial and economic matters and overall management.
He also attends the meetings of the Nomination of Directors Advisory Committee andthe Remuneration of Directors Advisory Committee as an observer.
Ms. Tanaka has attended all 13 Board of Directors’ meetings and all 13 Audit andSupervisory Board’s meetings held after her appointment on June 28, 2023, and has
expressed her opinions on the proposals and/or discussions based on her experience as acertified public accountant and from a professional perspective on finance andaccounting.

- 31 -

4.

SYSTEM AND POLICIES OF COMPANY
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
business results, while seeking to increase net income per share by enhancing our corporate value through active investments aimed at improving
profitability. From the viewpoint of increasing our corporate value, we intend to use retained earnings for strategic investments to maintaincompetitiveness and to enhance growth, such as IT and digital investments and investments in human capital, in addition to active investmentsfor overseas business expansion, in order to benefit our shareholders by improving future profitability.
Based on the above-described basic policy and pursuant to the provisions of our Articles of Incorporation, we have resolved at the Boardof Directors’ Meeting held on May 15, 2024 that the year-end dividend for the current fiscal year is 50.00 yen per share and the effective date isJune 6, 2024. As a result, the annual cash dividend per share, including the interim dividend, will be 100.00 yen for the current fiscal year.

- 32 -

CONSOLIDATED FINANCIAL STATEMENTSCONSOLIDATED STATEMENT OF FINANCIAL POSITION(Millions of yen)Accounts

Reference:Previous Consolidated Fiscal Year
as of March 31, 2023

Current Consolidated Fiscal Year
as of March 31, 2024

ASSETS
Current assets:

112,137

105,620

Cash and cash equivalents

33,547

26,781

Trade and other receivables

22,141

20,215

Other financial assets

1,996

1,804

Inventories

49,98953,720

Other current assets

4,464

3,100

Non-current assets:

181,892

180,039

Property, plant and equipment

45,47846,702Right-of-use assets

11,471

12,260Goodwill

11,805

16,256

Intangible assets

11,89013,043

Investment property

2,839

2,957

Investments accounted for using equity method

20,347

20,499Other financial assets

54,45150,195Retirement benefit assets

18,795

13,978Deferred income taxes

3,995

3,316

Other non-current assets

821

833

294,029

285,659

Total assets(Notes) 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 -

(Millions of yen)Accounts

Current Consolidated Fiscal Year
as of March 31, 2024

Reference:Previous Consolidated Fiscal Year
as of March 31, 2023

49,13943,842

7,200

5,000

LIABILITIESCurrent liabilities:
Borrowings
Lease liabilities

4,898

4,661

Trade and other payables

17,406

17,535

Other financial liabilities

995

1,172

Income taxes payable

4,074

1,683

Other current liabilities

14,566

13,791

29,74828,335

Borrowings

1,946

3,084

Lease liabilities

6,598

7,670

Non-current liabilities

Retirement benefit liability

2,947

2,470

Deferred income taxes

16,934

13,886

Other non-current liabilities

1,323

1,225

Total liabilities

78,887

72,177

13,26013,260EQUITY
Common stock
Additional paid-in capital

20,55029,029Retained earnings

148,494

151,779

Other components of equity

46,78432,023

Treasury stock, at cost

(17,259)(15,894)

Total equity attributable to owners of parent

211,829

210,197

3,313

3,285

215,142

213,482

294,029

285,659

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

- 34 -

CONSOLIDATED STATEMENT OF PROFIT OR LOSS
(Millions of yen)Accounts

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

Reference:Previous Consolidated Fiscal Year
(From April 1, 2022 to March 31, 2023)

Revenue

187,208

188,592

Cost of sales(83,123)(82,189)

Selling, general and administrative expenses(100,575)(102,301)

Other income

1,990

5,254

Other expenses(15,003)(12,846)(9,503)(3,490)Finance income

2,529

1,517

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

(328)

(795)

839

2,223

(1,827)(154)(8,290)

(699)

(453)

(902)

(8,743)(1,601)(8,632)(1,643)(111)

42

Operating loss

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

- 35 -

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

Current Fiscal Year
as of March 31, 2024

Reference:Previous Fiscal Year
as of March 31, 2023

Accounts

AmountAmount15,156

14,913

Cash and bank deposits

12,443

11,111

Short-term loans receivable from subsidiaries and affiliated companies

6,771

8,279

797

83

(4,855)(4,559)138,917

139,792

Property, Plant and Equipment

36,03836,988

Buildings

17,99419,069Structures

257

293

Machinery

13

15

Equipment

1,197

1,197

Land

16,412

16,412

Construction in progress

162－

Intangible assets

588

587

Leasehold rights

585

585

2

1

102,289

102,21676

1

101,846

101,846367

368

154,073

154,705

Current assets:

Other
Allowance for doubtful receivables
Fixed assets

Other
Investments and Other assets
Investments
Investments in subsidiaries and affiliated companies
Other
Total assets(Notes) 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 -

(Millions of yen)
LIABILITIESCurrent Fiscal Year
as of March 31, 2024

Reference:Previous Fiscal Year
as of March 31, 2023

Accounts

AmountAmount34,562

22,829Trade notes payable

56

5Short-term bank loans

5,000

5,000

Short-term borrowings from subsidiaries and affiliated companies

28,94016,400

Other payables

457

564

Accrued expenses

12

15

Income taxes payable

18

747

Accrued bonuses

62

82

Other

12

13

1,201

1,273

1,099

1,171

101

102

35,763

24,103

Shareholders’ Equity

117,794130,075

Common stock

13,26013,260Additional paid-in capital

20,72829,294－29,294

20,7280Retained earnings

101,064

103,415

Legal reserve

3,315

3,315

Other retained earnings

97,749100,100

Reserve for deferred gain on sale of property

4,536

4,735

General reserve

80,00090,000Retained earnings carried forward

13,212

5,365

Treasury stock, at cost

(17,258)(15,894)

Stock Acquisition Rights

515

526

Total net assets

118,310130,602

Total liabilities and Net assets

154,073

154,705

Current liabilities:

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

Capital reserve
Other capital surplus(Notes) 1. Amounts less than ¥1 million are rounded down to the nearest million.
2. Figures under “Reference: Previous Fiscal Year” have not been audited.

- 37 -

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 for subsidiaries andaffiliated companies
Other
Ordinary income
Extraordinary income
Gain on sales of fixed assets
Extraordinary loss
Loss on sale and disposal of fixed assets
Income before income taxes
Income taxes
Current
Deferred
Net income(Notes) 1. Amounts less than ¥1 million are rounded down to the nearest million.
2. Figures under “Reference: Previous Fiscal Year” have not been audited.

- 38 -

Current Fiscal Year
(From April 1, 2023 toMarch 31, 2024)

Reference:Previous Fiscal Year
(From April 1, 2022 toMarch 31, 2023)

Amount
7,276
4,252
2,628
395
1,991
1,991
5,285
2,060
3,224
100
33
67
321
16
295

Amount
6,772
4,357
2,012
402
1,963
1,963
4,809
2,305
2,503
90
27
63
121
22
88

10
3,002
5
5
64
64
2,943
125
197
(71)
2,817

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

(TRANSLATION)
INDEPENDENT AUDITOR’S REPORTMay 15, 2024

To the Board of Directors of
Wacoal Holdings Corp.:

Deloitte Touche Tohmatsu LLC
Kyoto office

Designated Engagement Partner,
Certified Public Accountant:
Koichiro Tsukuda

Designated Engagement Partner,
Certified Public Accountant:
Tomomi Tsuji

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, the consolidated statement of financial position as of March 31, 2024, and theconsolidated statement of profit or loss and consolidated statement of changes in equity for the fiscal year from April 1, 2023 to March 31, 2024,
and the related notes.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of
the Group as of March 31, 2024, and its consolidated financial performance for the year then ended in accordance with accounting 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.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities under those standards are further
described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of theGroup in accordance with the provisions of the Code of Professional Ethics in Japan, and we have fulfilled our other ethical responsibilities asauditors. 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 and operating effectiveness of the controls over the other information. The
other information comprises the information 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.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit orotherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to reportthat fact. We have nothing to report in this regard.
Responsibilities of Management and Audit & Supervisory Board Members and the Audit & Supervisory Board for the Consolidated
Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting
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, 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 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 part of the disclosures required under
Designated International Financial Reporting Standards.

- 39 -

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 a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Misstatements can arise from fraud or error
and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these consolidated financial statements.
As part of an audit in accordance with auditing standards generally accepted in Japan, we exercise professional judgment and maintainprofessional skepticism throughout the audit. We also:• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design andperform audit procedures responsive to those risks. The procedures selected depend on the auditor's judgment. In addition, we obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion.
• Obtain, when performing risk assessment procedures, an understanding of internal control relevant to the audit 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 and related disclosures made bymanagement.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained,
whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as agoing 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 tocontinue as a going concern.
• Evaluate whether the overall presentation and disclosures of the consolidated financial statements are in accordance with accounting standards
prescribed pursuant to the provisions of the second sentence of the first paragraph of Article 120 of the Ordinance on Company Accountingthat omit a part of the disclosures required 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 business activities within the Group to
express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the groupaudit. 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 tobear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
Interest Required to Be Disclosed by the Certified Public Accountants Act of Japan
Our firm and its designated engagement partners do not have any interest in the Group which is required to be disclosed pursuant to theprovisions 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 for the conveniences of the reader.
The other information in "the accompanying supplemental schedules" referred to in the "Other Information" section of this English translation is
not translated.

- 40 -

(TRANSLATION)
INDEPENDENT AUDITOR’S REPORTMay 15, 2024

To the Board of Directors of
Wacoal Holdings Corp.:

Deloitte Touche Tohmatsu LLC
Kyoto office

Designated Engagement Partner,
Certified Public Accountant:
Koichiro Tsukuda

Designated Engagement Partner,
Certified Public Accountant:
Tomomi Tsuji

OpinionPursuant to the first item, second paragraph of Article 436 of the Companies Act, we have audited the nonconsolidated financial statements of
Wacoal Holdings Corp. (the "Company"), namely, the nonconsolidated balance sheet as of March 31, 2024, and the nonconsolidated statement ofincome and nonconsolidated statement of changes in equity for the 76th fiscal year from April 1, 2023 to March 31, 2024, 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 theCompany as of March 31, 2024, and its financial performance for the year then ended 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 the Nonconsolidated Financial Statements section of our report. We are independentof the Company in accordance with 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 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 and operating effectiveness of the controls over the other information. The
other information comprises the information 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.
In connection with our audit of the nonconsolidated financial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the nonconsolidated financial statements or our knowledge obtained in theaudit 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 other information, we are required to reportthat 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 statements in 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 accordance with 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 the Company's financial reporting process.

- 41 -

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 a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Misstatements can arise from fraud or error
and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these nonconsolidated financial statements.
As part of an audit in accordance with auditing standards generally accepted in Japan, we exercise professional judgment and maintainprofessional 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 andperform audit procedures responsive to those risks. The procedures selected depend on the auditor's judgment. In addition, we obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion.
• Obtain, when performing risk assessment procedures, an understanding of internal control relevant to the audit 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 and related disclosures made bymanagement.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained,
whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as agoing 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 nonconsolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are basedon the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease tocontinue as a going concern.
• Evaluate whether the overall presentation and disclosures of the nonconsolidated financial statements are in accordance 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 the nonconsolidated financial statements represent the underlying transactions and events in a mannerthat achieves fair presentation.
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 tobear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
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 to be disclosed pursuant to theprovisions 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 for the conveniences of the reader.
"The accompanying supplemental schedules" referred to in the "Opinion" section of this English translation are not included in the attachedfinancial documents. In addition, the other information in "the accompanying supplemental schedules" referred to in the "Other Information"section of this English translation is not translated.

- 42 -

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 76th fiscal year, from April 1, 2023 to March 31, 2024, 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 andthe Accounting Auditor, and requested reports whenever necessary.
(2) In conformity with the audit standards prescribed by the Audit & Supervisory Board and in accordance with the policy on audits and theassignment of work responsibilities, each of the Audit & Supervisory Board Members has made efforts to communicate with the
Directors, internal audit department, and other 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, reviewed important approval documents and others, investigated the conduct of the business andthe assets and properties of the Company at the head office and other principal offices, and whenever necessary, requested
explanations. With respect to subsidiaries, we made efforts to communicate and exchange information with the Directors andAudit & Supervisory Board Members of the subsidiaries and, whenever necessary, requested reports on the business from such
subsidiaries.

(ii)

With respect to the resolution of the Board of Directors concerning the establishment of the system required under Paragraphs 1
and 3, Article 100 of the Enforcement Regulations of the Companies Act, as described in the business report, in order to ensurethat the execution of duties by Directors is in compliance with laws and regulations and the Company’s Articles of Incorporationand 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 system established 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 whenevernecessary, and expressed our opinion.

(iii)

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

Based on the above, we have examined the business report and the supplementary statement, financial statements (the non-consolidatedbalance sheets, the non-consolidated statements of income, the non-consolidated 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 in equity, and the related notes) for
the 76th 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 in conformity with the applicable laws
and regulations of Japan and the Company’s Articles of Incorporation.

(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 havenothing to point out with regard to the details of the business 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 supplementary schedules
In our opinion, the audit procedures and audit results received from Deloitte Touche Tohmatsu LLC, the Accounting Auditor, areappropriate.
(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, areappropriate.
May 22, 2024
Wacoal Holdings Corp.
Audit and Supervisory Board
Shinichi Kitagawa (Seal)
Audit and Supervisory Board Member
Katsuhiro Okamoto (Seal)
Audit and Supervisory Board Member
Mitsuhiro Hamamoto (Seal)
Audit and Supervisory Board Member
Hitoshi Suzuki (Seal)
Audit and Supervisory Board Member
Motoko Tanaka (Seal)
Audit and Supervisory Board Member(Note)Mr. Mitsuhiro Hamamoto, Mr. Hitoshi Suzuki, and Ms. Motoko Tanaka, Audit & Supervisory Board Members, are External Audit andSupervisory Board Members (Independent) as stipulated by Item 16 of Article 2 and Paragraph 3 of Article 335 of the Companies Act.
-End-

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