NOTICE OF THE 75TH ORDINARY GENERAL MEETINGOF SHAREHOLDERS
TO BE HELD IN KYOTO, JAPAN ON JUNE 28, 2023

DATE
WEDNESDAY, JUNE 28, 2023 AT 10:00 A.M. (RECEPTION WILL OPEN AT 9:00 A.M.)
PLACE
THE HALL ON THE 10TH FLOOR OF THE HEAD OFFICE OF WACOAL HOLDINGSCORP., LOCATED AT 29, NAKAJIMA-CHO, KISSHOIN, MINAMI-KU, KYOTO,
JAPAN
MATTERS TO BE RESOLVEDAGENDA ITEM NO.1:

REDUCTION OF CAPITAL RESERVEAGENDA ITEM NO.2:

ELECTION OF SEVEN DIRECTORSAGENDA ITEM NO.3:

ELECTION OF TWO AUDIT & SUPERVISORY BOARD
MEMBERSThe 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 have previously been physically delivered will beelectronically delivered on Wacoal Holdings Corp.’s website (*) following theimplementation 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 toour shareholders so that the agenda items can physically be reviewed by the shareholders.
Pursuant to the provisions of the applicable laws and regulations, and Wacoal Holdings Corp.’s
Articles of Incorporation, the shareholders who have requested physical delivery of the
documents by the record date (March 31, 2023) will receive the Materials for the General
Meeting of Shareholders (excluding the Information Omitted from Materials).
(*) Wacoal Holdings Corp.’s website: https://www.wacoalholdings.jp/ir/general_meeting/(This is an English translation of the original notice in the Japanese language dispatched to shareholders inJapan, and may be used solely for reference purposes. In cases where any differences occur between the English
translation and the original Japanese version the Japanese version shall prevail. This translation is subject tochange without notice. Wacoal Holdings Corp., its subsidiaries, and/or its affiliates shall individually or jointly
accept no responsibility or liability for damage or loss caused by any error, inaccuracy, misunderstanding, orchanges with regard to this translation.)

WACOAL HOLDINGS CORP.
(CODE NUMBER: 3591)
KYOTO, JAPANCode Number: 3591
June 2, 2023
TO OUR SHAREHOLDERSWACOAL HOLDINGS CORP.
29, Nakajima-cho
Kisshoin, Minami-ku
Kyoto, Japan
Hironobu Yasuhara
Representative Director, President and CEO

NOTICE OF THE 75TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
This is to inform you that the 75th ordinary general meeting of shareholders of Wacoal Holdings Corp.
(the “Company” or “we”) will be held as described below.
You are cordially invited to attend the meeting.
In convening this Ordinary General Meeting of Shareholders, we have taken measures to electronicallyprovide the information contained in the materials for the 75th Ordinary General Meeting of Shareholders(“Electronically Provided Materials”), so please access the Company’s website (*) below and review the contents
therein.
(*) Company’s website: https://www.wacoalholdings.jp/ir/general_meeting/In addition to the Company’s website above, the Electronically Provided Materials) is also available on
the website of Tokyo Stock Exchange (“TSE”). Please access TSE’s website below (Listed Company Search),and enter and search for “Wacoal Holdings” under “Issue name (company name)”, or our code number “3591”
under “Code”, select “Basic Information”, and then “Documents for public inspection/PR information”, and theElectronically 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”.
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=ShowIF YOU ARE UNABLE TO ATTEND THE MEETING, WE WOULD LIKE TO REQUEST THATYOU CAREFULLY EXAMINE THE REFERENCE MATERIALS AND MAIL OR CAST YOUR BALLOTONLINE SHOWING YOUR CONSENT OR DISSENT SO THAT WE RECEIVE IT NO LATER THAN
JUNE 27, 2023 (TUESDAY) at 5:30 p.m.
Particulars
1.

Date:

Wednesday, June 28, 2023 at 10:00 a.m. (Reception will open at 9:00 a.m.)

2.

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

3.

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

Presentation of the Business Report, Consolidated Financial Statements, and Audit Reports of the
Independent Auditor and the Audit & Supervisory Board for the Consolidated Financial
Statements for the 75th fiscal year from April 1, 2022 through March 31, 2023

-1-

2.

Presentation of the Non-Consolidated Financial Statements for the 75th fiscal year from April 1,
2022 through March 31, 2023

Matters to be resolved:
Agenda Item No. 1:

Reduction of Capital Reserve

Agenda Item No. 2:

Election of Seven Directors

Agenda Item No. 3:

Election of Two Audit & Supervisory Board MembersoAmong the Electronically Provided Materials, “Consolidated Statement of Changes in Equity”, “Notes
to the Consolidated Financial Statements”, “Non-Consolidated Statement of Changes in Net Assets”
and “Notes to the Non-Consolidated Financial Statements” are not included in the Materials to bedelivered to shareholders who have requested physical delivery of the Materials, pursuant to theprovisions of the applicable laws and regulations and the second paragraph of Article 15 of theCompany’s Articles of Incorporation. Accordingly, the Materials delivered to shareholders who haverequested physical delivery of the Materials do not contain all of the documents that have been auditedby the Audit & Supervisory Board Members and Accounting Auditor in the preparation of the audit
reports.

oAny amendments to the Electronically Provided Materials will be posted and announced on the
Company’s website as well as TSE’s website with matters before and after the amendments.

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

Reduction of Capital Reserve

Reason for Reduction of Capital Reserve
In order to prepare for flexible capital policies in the future and to ensure flexibility in financial
strategies, the Company will reduce the amount of capital reserve and transfer the same amount toadditional paid-in capital pursuant to the provisions of Paragraph 1, Article 448 of the Companies Act.

2.

Details of Reduction of Capital Reserve(1)

The amount of capital reserve reduction
The capital reserve of 29,294,142,292 yen will be reduced, and the same amount will betransferred to additional paid-in capital.

(2)

Effective date of capital reserve reduction
August 31, 2023

-3-

Agenda Item No. 2:

Election of Seven Directors

The terms of office of six (6) Directors, Mr. Hironobu Yasuhara, Mr. Akira Miyagi, Mr. Masaaki
Yajima, Ms. Madoka Mayuzumi, Mr. Shigeru Saito and Mr. Tsunehiko Iwai, will expire at the conclusion ofthis Meeting. Director Mr. Tomoyasu Ito resigned as of November 30, 2022. It is therefore proposed that seven(7) Directors be elected.
The candidates for Director are nominated based on the list submitted by the Executive Nomination
Advisory Committee, which is chaired by our Independent Outside Director, pursuant to the “Criteria for
Appointment and Removal of Officers” as described in this Notice. Also, the candidates for the Outside
Director meet the “Criteria for Appointment of Outside Officers (to ensure independence)” as described in thisNotice).
The candidates for Director are as follows:
Candidate #Name

Current Position held at the Company

Meeting Attendance

13/13

Masaaki Yajima

Director and Executive Corporate Officer;
Member of Corporate Ethics and Risk
Management Committee, andSustainability Committee

Reelection

Akira Miyagi

Representative Director, Vice President and Executive
Officer and CFO; Member of Executive Nomination
Advisory Committee and Executive Compensation
Advisory Committee; Chair of Corporate Ethics andRisk Management Committee;
Member of Sustainability Committee

Reelection

Shigeru
Saito

Independent Officer

Reelection

Tsunehiko
Iwai

Independent Officer

NewElection

Chizuru
Yamauchi

New
Election

Hisae Sato

Independent Officer

NewElection

Koji Nitto

Independent Officer

Reelection

Outside Director

Outside Director

Independent Officer
Outside Director

Outside Director

Outside Director-4-after appointed as
Director of the Company)

17/17

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

17/17

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

17/17

Candidate No.
Company Shares Owned by the Candidate

18,100 shares

Masaaki Yajima

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

September 30, 1960 (62 years old)
Re-election

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
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

Joined the Company
Director and President, Wacoal International Kong Kong Co.,Ltd.
Leader of Sales Group, International Headquarters, Wcoal
Corp.
Director and Deputy General Manager, Wacoal China Co.,Ltd.
Director and General Manager, Wacoal China Co., Ltd.
Corporate Officer, Wacoal Corp.
Corporate Officer and General Manager of Technology &Production Division, Wacoal Corp.
Director, Corporate Officer and General Manager ofTechnology & Production Division, Wacoal Corp.
Director, Managing Corporate Officer and General Manager
of Wholesale Division, Wacoal Corp.
Director, Managing Corporate Officer and General Manager
of Global Division, Wacoal Corp.
Director and Executive Corporate Officer, Wacoal Corp.
General Manager of Global Division of the Company
Director, Executive Corporate Officer and Head of Global
Operations Division of the Company
Director, Executive Corporate Officer in charge of BusinessDirector, Executive Corporate Officer in charge of Businessand Head of Global Operations Division of the Company(current 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.

-5-

Reasons for nomination as Director
Mr. Yajima has extensive experience andexpertise in the technology & production, sales
and global divisions of Wacoal Corp., our core
operating entity, and also has been serving as the
Director of the Company since June 2022, incharge of Global Operations Division. We
believe that he is qualified to serve as a Directorof the Company, and therefore request that Mr.
Yajima continue to be elected as a Director.

Candidate No.
Company Shares Owned by the Candidate

2

10,900 shares

Akira Miyagi

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

October 18, 1960 (62 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
October 2007
April 2011
April 2014
April 2017
June 2018
June 2019
April 2020
June 2021
June 2022
December
2022

Joined the Company
Manager of Business Management and Administration of
Wacoal Brand Operation Division of Wacoal Corp.
Director and Deputy General Manager of Wacoal China Co.,
Ltd.
General Manager of Corporate Planning of the Company
Corporate Officer of Wacoal Corp.
Director and General Manager of Corporate Planning of theCompany
Managing Director and General Manager of Corporate
Planning of the Company
Director and Managing Corporate Officer in charge of Group
Finance of the Company
Director and Managing Corporate Officer in charge of Group
Business Management of the Company
Director, Vice President, Executive Officer and CFO incharge of Group Business Management of the Company
Representative Director, Vice President and Executive Officer
and CFO in charge of Group Business Management (current
position)

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

-6-

Reasons for nomination as Director
Mr. 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. Miyagi continue to beelected as a Director.

Candidate No.
Company Shares Owned by the Candidate

32,200 shares

Shigeru Saito

Tenure of Office
6 years (at the conclusion of this Meeting)January 26, 1957 (66 years old)
Re-election

Independent
Officer

Board of Directors Meeting Attendance
during the Current Fiscal Year

OutsideDirector

17/17 (100%)Career summary, position and areas of responsibility
NovemberJoined TOSE CO., LTD
1979
General Manager of Development Department
October 1985
Director of TOSE CO., LTD.
February 1987
September
2004
December
2015
June 2017

Representative Director and President of TOSE CO., LTD.
Representative Director and President, and CEO of TOSE
CO., LTD.
Representative Director and Chairman, and CEO of TOSE
CO., LTD. (current position)
Outside Director of the Company (current position)

Status of significant concurrent positions
Representative Director and Chairman, CEO of TOSE CO., LTD.;*Mr. Saito is currently the Outside Director of SCREEN Holdings Co., Ltd. and isscheduled to retire from such position at the conclusion of the ordinary general
meeting of shareholders of said company to be held in June 2023.
Conflicts of interest with the Company
There is no conflict of interest between Mr. Saito and the Company.

-7-

Reasons for nomination as Outside Director andoverview of expected roles
Mr. Saito is currently the Representative Director
and Chairman of a software development firm
which operates globally and Outside Director ofanother company. His extensive knowledge andinsight as a company manager enable him tocontribute to the management of the Company.
Ms. Saito also has expertise in the IT area andgives valuable opinions and advice regarding thedigital transformation strategies of the Company.
We expect that he will provide advice that willcontribute to enhance our corporate value andstrengthen oversight over the Company. We
therefore request that Mr. Saito continue to beelected as an Outside Director.

Candidate No.
Company Shares Owned by the Candidate

40 shareTsunehiko Iwai

Tenure of Office
5 years (at the conclusion of this Meeting)May 28, 1953 (70 years old)
Re-election

Independent
Officer

Board of Directors Meeting Attendance
during the Current Fiscal Year

OutsideDirector

17/17 (100%)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

Outside Director of the Company (current position)

April 2022

Outside Director, Cross Plus Inc. (current position)

April 2002
April 2008
June 2014
January 2016

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

-8-

Reasons for nomination as Outside Director andoverview of expected roles
Mr. Iwai served as the Representative Director ofa cosmetics manufacturer and distributer which
operated globally. Mr. Iwai’s extensive
knowledge and insight as a company manager, as
well as his expertise on research & development,
production and technology enable him tocontribute to the management of the Company.
He also provides valuable opinions and advice
based on his knowledge on compliance orsustainable management and knowledge acquired
at a company which “pursues beauty” like ourCompany. He also serves as the Chair of boththe Executive Nomination Advisory Committee
and the Executive Compensation Advisory
Committee. We expect that he will provide
advice that will contribute to enhance ourcorporate value and strengthen oversight over theCompany. We therefore request that Mr. Iwai
continue to be elected as an Outside Director.

Candidate No.
Company Shares Owned by the Candidate

50 shareChizuru Yamauchi
February 25, 1957 (66 years old)

New Election

Independent
Officer

OutsideDirector

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 (current position)

March 2009
March 2014
March 2015
March 2019

July 2019

May 2021

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 2.7% 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.

-9-

Reasons for nomination as Outside Director andoverview of expected roles
Ms. Yamauchi has extensive knowledge andexperience as an executive, as well as expertisein diversity and inclusion. We expect that she
will provide advice on human resources
strategies, such as women’s empowerment andhuman resource development, as well as advice
that will contribute to enhancing corporate value,and supervise the management of the Company.
We therefore request that Ms. Yamauchi beelected as an Outside Director. Ms. Yamauchi isa new candidate for an Outside Director.

Candidate No.
Company Shares Owned by the Candidate

6

0 shareHisae Sato
October 16, 1961 (61 years old)

New Election

Independent
Officer

OutsideDirector

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

April 2021

October 2021
February 2022
April 2022

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 (current
position)
Trustee, International Christian University (current position)
Member of Fund Management Committee of Local PublicService Mutual Aid Associations (current position)
Member of Fund Management Committee of Pension Fund
Association for Local Government Officials (current position)
Member of Working Group for Investment Policy of The
University Endowment Fund, Council for Science,
Technology and Innovation, Cabinet OfficeMember of the JST* Investment Advisory Committee (current
position)*JST: Japan Science and Technology Agency
Member of Expert Committee of Council for Science,
Technology and Innovation, Cabinet OfficeMember of Pension Actuarial Subcommitee of the Social
Security Council, Ministry of Health, Labor and Welfare(current position)

Reasons for nomination as Outside Director andoverview of expected roles
Ms. 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. Ms. Sato also has a wealth ofknowledge and insight, particularly in the areasof investment and financial capital markets,
having served as a member of various
investment-related committees for public pension
funds and government agencies in Japan. We
expect that she will utilize her experience andexpertise to improve the Company’s corporate
value, and contribute strengthening thesupervisory function of the Board of Directors.
We therefore request that Ms. Sato be elected as
an Outside Director. Although Ms. Sato has
never been involved in corporate management
other than serving as an outside officer, we
believe that she will be able to appropriately
fulfill her role as an Outside Director for theabove reasons and her experience of being
involved in management of an incorporated
educational institution as a trustee and acouncilor. Ms. Sato is a new candidate for an
Outside Director.

Status of significant concurrent positions
Councilor of International Christian University; Trustee of International Christian University; Member of Fund Management Committee ofLocal Public Service Mutual Aid Associations; Member of Fund Management Committee of Pension Fund Association for Local
Government Officials; Member of Japan Science and Technology Agency Investment Advisory Committee; Member of Pension Actuarial
Subcommittee of the Social Security Council, Ministry of Health, Labor and Welfare
Conflicts of interest with the Company
There is no conflict of interest between Ms. Sato and the Company.

- 10 -

Candidate No.
Company Shares Owned by the Candidate

7

0 shareKoji Nitto
February 1, 1961 (62 years old)

New Election

Independent
Officer

OutsideDirector

Career summary, position and areas of responsibility
April 1983
June 2011
April 2013
April 2014
June 2014
April 2017
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 (current position)

Reasons for nomination as Outside Director andoverview of expected roles
Mr. Nitto has extensive experience as a manager
who can incorporate finance into management
strategies, serving as a CFO and Senior
Management Executive Officer of the Global
Strategy Division of an electronic equipment
manufacturing and sales company that operates
control equipment and healthcare businesses
globally. In particular, we believe his knowledge
and insight based on his experience leading
return on invested capital (ROIC) management at
the said company with multiple businessportfolios will contribute to improving our
profitability and capital efficiency. We expectthat he will 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. Nitto be elected as an Outside
Director. Mr. Nitto is a new candidate for an
Outside Director.

Status of significant concurrent positions
Director of CiRA Foundation*Mr. Nitto is currently the Director of OMRON Corporation and is schedule toretire from such position at the conclusion of the ordinary general meeting of said
company to be held in June 2023.
Conflicts of interest with the Company
There is no conflict of interest between Mr. Nitto and the Company.
(Notes)
1. Mr. Shigeru Saito and Mr. Tsunehiko Iwai have been notified to the Tokyo Stock Exchange as our independent officers, pursuant to therules of the Tokyo Stock Exchange. If their reelection is approved at this Meeting, we plan to continue to designate them as our
independent officers. In addition, if the election of Ms. Chizuru Yamauchi, Ms. Hisae Sato, and Mr. Koji Nitto is approved according
to the original proposal by this Meeting, we plan to notify each of them as our designated independent officer to 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. Shigeru Saito and Mr. Tsunehiko Iwai to limit their liabilities fordamages as stipulated in Paragraph 1, Article 423 of the Companies Act. The maximum amount of liability under such agreement is
the minimum liability amount as provided by law. If their reelection is approved at this Meeting, we plan to continue the limitation of
liability agreement with them. In addition, if the election of Ms. Chizuru Yamauchi, Ms. Hisae Sato, and Mr. Koji Nitto is approved
according to the original proposal by this Meeting, we plan to execute a similar limitation of liability agreement with each of them.
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 -

Agenda Item No. 3:

Election of Two Audit & Supervisory Board Members

The term of office of one (1) Audit & Supervisory Board Member, Mr. Hiroshi Shirai, will expire at
the conclusion of this Meeting. Also, Audit & Supervisory Board Member, Mr. Minoru Shimada will resign atthe conclusion of this Meeting before completing the term of office. Accordingly, the election of two (2) Audit& Supervisory Board Members has been proposed.
The submission of this agenda item has been approved by the Audit & Supervisory Board.
The candidate for Audit & Supervisory Board Member is nominated pursuant to the “Criteria for
Appointment and Removal of Officers” as described in this Notice. Also, the candidate for Audit &Supervisory Board Member meets the “Criteria for Appointment of Outside Officers (to ensure independence)”
as described in this Notice.
The candidates for Audit & Supervisory Board Members are as follows:

Candidate #Current Position heldat the Company

Name

1

New
Election

Hitoshi Suzuki

2

NewElection

Motoko Tanaka

Independent Officer
Outside Director
Independent Officer
Outside Director- 12 -

Meeting Attendance
Audit &
Supervisory
Board

Board ofDirectors

―

―

―

―

―

―

Candidate No.
Company Shares Owned by the Candidate

1

0 shareHitoshi Suzuki
January 8, 1954 (69 years old)

New Election

Independent
Officer

OutsideDirector

Career summary, position and areas of responsibility
Joined The Mitsubishi Bank, Ltd.
April 1977
(current “MUFG Bank, Ltd.”)
General Manager, Treasury Planning Office, The Bank of
May 2002
Tokyo-Mitsubishi, Ltd. (BTM) (current “MUFG Bank, Ltd.”)
Executive Officer and General Manager, Treasury Planning
June 2005
Office and Treasury IT Planning Office, BTM
Managing Director, Chief Executive, Global Markets Unit,
June 2008
The Bank of Tokyo-Mitsubishi UFJ, Ltd. (BTMU) (current“MUFG Bank, Ltd.”)
Senior Managing Director, Chief Executive,
May 2011
Global Markets Unit, BTMU
June 2012
Deputy President, BTMU
June 2014

Corporate Auditor, BTMU

June 2016

Director, Audit and Supervisory Committee Member, BTMU

June 2017

Advisor, BTMU

July 2017
September
2022

Member of the Policy Board, Bank of Japan
Advisor, Mitsubishi UFJ Research and Consulting Co., Ltd.
(current position)

Status of significant concurrent positions
Advisor of Mitsubishi UFJ Research and Consulting Co., Ltd.
Conflicts of interest with the Company
There is no conflict of interest between Mr. Suzuki and the Company.
Until June 2014, Mr. Suzuki held a position to execute business at The Bank ofTokyo-Mitsubishi UFJ, Ltd. (current “MUFG Bank, Ltd.”), a major shareholder
and lender of the Company. It has been 9 years since he has retired from the saidbank as an executive and accordingly, there is no concern with respect to his
independence. He already has retired as an advisor of MUFG Bank, Ltd.

- 13 -

Reasons for nomination as Outside Audit &Supervisory Board Member
After Mr. Suzuki fulfilled his duties at a major
financial institution in overseas location and in
the market sector, Mr. Suzuki has gained
experience in deliberating monetary policy as amember of the Policy Board, which is the highest
decision-making body of the Bank of Japan. We
believe that he will contribute to theimprovement of the Company’s audit systemthrough his knowledge and experience, andtherefore request that Mr. Suzuki be elected as an
Outside Audit & Supervisory Board Member.
Mr. Suzuki is a new candidate for an Outside
Audit & Supervisory Board Member.

Candidate No.
Company Shares Owned by the Candidate

2

0 shareMotoko Tanaka
December 13, 1959 (63 years old)

New Election

Independent
Officer

OutsideDirector

Career summary, position and areas of responsibility
Joined Tohmatsu Awoki & Sanwa (current “Deloitte Touche
October 1989
Tohmatsu LLC”)
March 1993
Registered as Certified Public Accountant
October 1995

Deloitte & Touche LLP, New York

July 2003

Partner of Deloitte Touch Tohmatsu LLC

July 2020

Managing Partner of Tanaka CPA Office (current position)
Outside Director and Audit & Supervisory Committee
Member of TOWA Corporation (current position)

June 2022

Reasons for nomination as Outside Audit &Supervisory Board Member
Ms. Tanaka has extensive experience working at
a major audit firm as a certified public
accountant and U.S. certified public accountant
and has a high level of expertise in finance andaccounting. We hope that she will contribute to
the improvement of the Company’s audit systemthrough her knowledge and experience, andtherefore request that Ms. Tanaka be elected as
an Outside Audit & Supervisory Board Member.
Although Ms. Tanaka has never been directly
involved in corporate management other thanserving as an outside officer, we believe that she
will be able to appropriately fulfill her role as an
Outside Audit & Supervisory Board Member forabove reasons. Ms. Tanaka is a new candidate
for an Outside Audit & Supervisory Board
Member.

Status of significant concurrent positions
Managing Partner of Tanaka CPA Office; Outside Director and Audit &Supervisory Committee Member of TOWA Corporation
Conflicts of interest with the Company
There is no conflict of interest between Ms. Tanaka and the Company.
Until June 2020, Ms. Tanaka held a position at Deloitte Touche Tohmatsu LLC,
our accounting auditor, but Ms. Tanaka has never engaged in audits of theCompany during the said period and there is no concern with respect to her
independence.

(Notes)1. If the election of Mr. Hitoshi Suzuki and Ms. Motoko Tanaka is approved according to the original proposal by this Meeting, we plan
to notify each of them to the Tokyo Stock Exchange as our independent officer, pursuant to the rules of the Tokyo Stock Exchange.
2. If the election of Mr. Hitoshi Suzuki and Ms. Motoko Tanaka is approved according to the original proposal by this Meeting, we plan
to execute an agreement with each of them to limit their liabilities for damages as stipulated in Paragraph 1, Article 423 of theCompanies Act pursuant to the provisions of Paragraph 1, Article 427 of the Companies Act and Article 36 of Articles of Incorporationof the Company. The maximum amount of liability under such agreement is the minimum liability amount as provided by law.
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 candidate as Audit & Supervisory Board Member is approved, suchcandidate 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.

- 14 -

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

4.

5.
6.

•
1.
2.

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

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

2.

3.

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

- 15 -

4.
5.

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

Name

Knowledge and Experience expected by the Company(*)
Independence
Company●Male
Investment/
Sustainability Human Resource/
Technology/(for outside
Management
Legal/
Finance/
GlobalDigital●FemaleFinancial/Capital
Diversity &Organizational
Marketing
Production
officer only) (Experience and Compliance
Accounting
Awareness Transformation
MarketInclusionDevelopment
Quality Control
Insight)

Masaaki●●Yajima
Akira
2
●
●
●
Miyagi
Shigeru
●
3
●
●
Saito
Tsunehiko
●
4
●
●
●
Iwai
Chizuru
5●●●
Yamauchi6
Hisae Sato●●
7
Koji Nitto●●●*The above list does not cover the entire knowledge and experience of the candidates.

●

1

●

●

●

●
●
●

- 16 -

●

●

●

●

●

●
●

●

●
●

●

(Audit &Supervisory
Board
Members)
Candidate
No.

Name

Knowledge and Experience expected by the Company(*)
Independence
Company●Male
Investment/
Sustainability Human Resource/
Technology/(for outside
Management
Legal/
Finance/
GlobalDigital●FemaleFinancial/Capital
Diversity
Organizational
Marketing
Production
officer only) (Experience and Compliance
Accounting
Awareness Transformation
Market&Including
Development
Quality Control
Insight)

Shinichi●●
Kitagawa
Katsuhiro●●
OkamotoMitsuhiro●●●
Hamamoto
Hitoshi1●●●●
Suzuki
Motoko2●●
Tanaka*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.
-- 17 -

●

●

●
●

●
●
●

●

●

Policy on Cross-Shareholdings
In order to enhance our medium to long-term corporate value, we may hold cross-shareholdings inother listed companies including our business and financial partners which we deem to establish, maintain andenhance transactional relationships, promote cooperation for business expansion and contribute to stablefinancial operations. We examine and analyze whether the purpose of a cross-shareholding is appropriate froma medium to long-term perspective and whether the benefits and risks of the cross-shareholding are appropriate
in terms of capital cost, and periodically report the results to the Board of Directors. Based on the reported
results, the Board of Directors assesses whether such cross-shareholding contributes to the enhancement of our
medium to long-term corporate value and decides whether to maintain or dispose of the cross-shareholding. If
any of our cross-shareholdings loses its value based on the purpose therefor, we dispose of and reduce suchcross-shareholding as appropriate after taking in consideration the circumstances of the issuer. The Board of
Directors assesses the significance of the cross-shareholdings by each stock.
During the term of the previous medium-term management plan (from April 2019 to March 2022), we
decided to reduce our overall cross-shareholdings by 30% (over 20 billion yen at market value as of the end of
March 2019) to improve capital efficiency, and during the term of the said medium-term management plan, we
disposed of and reduced a cumulative total of 37 stocks amounting to 19.7 billion yen (at market value as of theend of March 2019). We plan to further reduce our overall cross-shareholdings by 15.0 billion yen (market
value as of the end of March 2022) by the end of fiscal year ending March 2025.
Status of Cross Shareholdings (Wacoal Corp.’s cross shareholdings shown here as Wacoal Corp. has the largest
balance sheet amount of investment stocks (recorded amount of investment stocks)
Fiscal year ended March 31

Category

2019
2020
2021
2022
2023
Number of stocks
98
86
75
65
60
Total balance sheet amount
60,83742,17350,11446,00043,944(Millions of yen)
Ratio to consolidated net assets
27.5%
20.1%
22.9%
20.3%
20.6%
(Note) We implement the U.S. Accounting Standards for the fiscal years 2019 through 2022, and theInternational Financial Reporting Standards for the fiscal year ended 2023.
When exercising voting rights of shares in our cross-shareholdings, we determine whether or not tovote in favor of agenda items after closely examining and analyzing comprehensively whether the relevant
agenda item would contribute to the enhancement of the issuer’s and our corporate value, while fully respecting
each issuer’s management policy.

- 18 -

Status of Corporate Governance System<Fundamental Policies of Corporate Governance System>
The basic policy and purpose of our group’s corporate governance is to continuously enhance ourcorporate value by increasing transparency and securing the fairness and independence of our corporate
management to establish mutual confidence relationship with all stakeholders, including our shareholders,customers, employee, client and community. Please access our website below for our Corporate Governance
Guidelines, including our basic policy.
https://www.wacoalholdings.jp/en/group/governance/
General Meeting of Shareholders

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

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

Audit

Submitrecommendation
Requestrecommendation

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

Appointment and removal of Audit &Supervisory Member

Appointment and removal of Director

Requestrecommendation

Board of Directors
Members: 6 (including 3 Outside Directors)

Appointment
and removal

Cooperate

Secretarial Office for Audit & Supervisory Board

Submitrecommendation
Evaluate/
examineIndependent Outside Officers Meeting
Selection and dismissal

Audit

Accounting Auditor

Executive Structure
Representative Director, President and CEO

Cooperate

Key Management Committees

Corporate Ethics and Risk
Management Committee

Accounting audit

ReportSubcommittee
for Human
Rights, D&I

Subcommittee
for CSR
Procurement

Subcommittee
for Resource
Circulation

Give instructions

ReportSubcommittee
for Carbon
NeutralSubcommittee
for Information
Security

Subcommittee
for BCP and
Disaster Control
Measures

Quality Assurance
CouncilQuarterly Business Results
Review Committee

Subcommittee
for Compliance

Give instructions

Sustainability Committee

Corporate Ethics Hotline

Group Management Meeting

Management Issues
Review Committee

Audit OfficeInternal audit

Business Execution Divisions/Group Companies

OutlineBoard ofDirectors

Executive
Nomination
Advisory
Committee• 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 our medium- to long-term
management strategy and social issues, as well as decision-making regarding
material matters as stipulated in applicable laws and regulations or in our
Articles of Incorporation. The Company will formulate basic policies onsustainability issues, and monitor the allocation of management resources
and the implementation of business portfolio strategies to contribute tosustainable growth.
• This Committee discusses and provides recommendations to our Board of
Directors on matters related to evaluation, election, dismissal, and promotionof Directors, and on matters regarding establishment and revisions of rules
and bylaws of Directors.
• Attendance and approval of all committee members is required to passresolutions- 19 -

Number of
Meeting(s)held during
fiscal year
ended March
2023

17

8

Executive
Compensation
Advisory
Committee
Independent
OutsideOfficers
Meeting
Audit &
Supervisory
Board• This Committee discusses and provides recommendations to our Board of
Directors on matters regarding performance review and remuneration of
Directors, and matters regarding compensation system of Directors.
• Attendance and approval of all committee members is required to passresolutions• The meeting attendees, mainly composed of our Independent Officers,
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.
• The Audit & Supervisory Board is entrusted by shareholders to discuss orresolve important matters relating to the audit and establish a high-quality
corporate governance system that responds to social trust.

- 20 -

7

2

18