[Translation]

August 26, 2024
To whom it may concern:
Company name:

Wacoal Holdings Corp.

Representative name: Masaaki Yajima,
Representative Director, President andCEO(Code No. 3591 TSE Prime Market)
Contact:

Katsuya Hirooka,
Corporate Officer,
Head of Corporate Planning Dept.
(Tel: +81-75-682-1010)

Notification Regarding the Consolidation and Reorganization of Production Bases of a Consolidated
Subsidiary (Domestic Manufacturing Subsidiary)
We hereby inform you that at a meeting of its board of directors held today , the Company passed a resolution
to perform the following actions with regard to factories of the consolidated subsidiary Wacoal
Manufacturing Japan Corp. (headquarters: Unzen City, Nagasaki Prefecture; Representative Director:Tamotsu Suga; hereinafter referred to as "WMJ"): consolidate and reorganize its Nagasaki and Fukui
Factories, and at the same time, transfer its Fukuoka Factory and shut down its Kumamoto and Niigata
Factories.
Details
1.
・・

2.
・・・

Background and reasons
In November 2023, the Company announced that it would completely review its medium-term
management plan and carry out fundamental structural reforms. In line with this revised medium-term
management plan, we are working on business model reforms to improve profitability; growth strategy
to achieve VISION2030; introduction of ROIC management; and promotion of asset reduction.
In addition to the restructuring of supply chain management and cost structure reforms that we havebeen pursuing up to now, we have also been discussing a medium- to long-term vision for production
bases in Japan and overseas, in order to improve capital efficiency. In light of the future demand
forecasts for each market segment and the brand portfolio strategy, we recognized that it will be essential
to maximize the production ratio of overseas factories that have high competitive advantages in termsof standard quality and cost, and meanwhile, also appropriately reorganize domestic factories that arepeerless in terms of technical quality (high-difficulty, small-lot work) and delivery times (lead times).
This recognition led to the decision to take the actions announced above.

Outline of the consolidation and reorganization of production bases
WMJ currently has five factories in Japan, and mainly manufactures bras and other high-end innerwear
for the domestic market.
We are going to consolidate these operations into two factories, namely, Nagasaki and Fukui, andreorganize the manufacturing types, etc. Through these changes, we will work to secure competitive
advantages for the Group, notably, in terms of efficiently operating the production businesses,developing human resources to support manufacturing, and improving our technical capabilities andproduction efficiency. This in turn will enhance our corporate value.
On the other hand, as set forth below, we have decided to transfer the manufacturing businesses
pertaining to Fukuoka Factory, and all businesses and assets incidental or related to them, to RelianceCo., Ltd. (Head Office: Himi City, Toyama Prefecture; President and CEO: Katsuyuki Sakai).
1

・In addition, we plan to shut down Kumamoto and Niigata Factories by the end of January 2025. Basedon this, we are planning to transfer employees working at both factories to the surviving factories orinvite them to take voluntary retirement.

3.

Outline of Wacoal Manufacturing Japan Corp.
Trade Name
Wacoal Manufacturing Japan Corp. (WMJ)
Head Office Building, Nagasaki Factory:
1572, Saigoshin, Mizuho-cho, Unzen-shi, Nagasaki
Kumamoto Factory:
2883, Noboritate, Ohyano-machi, Kamiamakusa-shi, Kumamoto
Fukuoka Factory:
Location
778-1, Imae, Tanushimaru-cho, Kurume-shi, Fukuoka
Fukui Factory:
254-31-1 Shimohyogo, Sakai-cho, Sakai-shi, Fukui
Niigata Factory:
263, Hataya, Nishikan-ku, Niigata-shi, Niigata
Name and Title ofRepresentative Director, Tamotsu Suga
RepresentativeSewing, related processing, and sales of various textile products
Business Description
Products: Bras, girdles, bodysuits, shorts, lingerie, knitwear, bottoms, pajamas,sportswear, sports bras, etc.
Capital Amount
70 million yen
April 2022: WMJ Inc. is established (Integrated five factories)
July 2012: Kyushu Wacoal
Manufacturing Corp. (Integrated Fukuoka Factory)
April 2004: Kyushu Wacoal Manufacturing Corp. is established (MergedNagasaki and Kumamoto Factories)
December 1976: Kumamoto Wacoal Manufacturing Corp. is established(Kumamoto Factory)
establishment
September 1976: Fukuoka Wacoal Manufacturing Corp. is established (FukuokaFactory)
August 1973: Niigata Wacoal Manufacturing Corp. is established (NiigataFactory)
August 1973: Nagasaki Wacoal Manufacturing Corp. is established (NagasakiFactory)
September 1970: Hokuriku Wacoal Manufacturing Corp. is established (FukuiFactory)
Net Assets
1,014 million yen (Fiscal year ending March 31, 2024)
Total Assets
1,555 million yen (Fiscal year ending March 31, 2024)
Major Shareholders
Wacoal Corp. 100％and Shareholding Ratio
Head Office Building, Nagasaki Factory: 258 persons
Kumamoto Factory: 87 persons
Fukuoka Factory: 75 persons
Number of Employees
Fukui Factory: 148 persons
Niigata Factory: 142 persons
Total：710 persons (As of August 1, 2024)

4. Details of the business and asset transfers pertaining to Fukuoka Factory(1) Business transfer(ⅰ) Main party conducting the business transfer (Consolidated subsidiary of the Company)
Wacoal Manufacturing Japan Corp. (WMJ)

2

(ⅱ) Businesses to be transferredaScope of the businesses
Among WMJ's innerwear manufacturing businesses, those that pertain to Fukuoka Factory, and any
businesses incidental or related to them
WMJ・Fukuoka Factory (*1)
Net Sales
270 million yen(Sales processing fees)(Fiscal year ending March 31, 2024)
Ordinary Income
13 million yen(Fiscal year ending March 31, 2024)
Number of Employees
75 persons (As of August 1, 2024)(*1: However, there will be no succession to (placement of orders under) product processing contracts
from the Group after the business transfer.)b
Location of the target businesses
WMJ Fukuoka Factory (778-1, Imae, Tanushimaru-cho, Kurume-shi, Fukuoka）
cTarget property
Book Value of Subject Asset
Item (*2)
Details(as of December 31, 2024)(Scheduled)

Assets transferred
Liabilities transferred

Fixed assets (machinery, tools, fixtures, etc.)
belonging to the businesses pertaining to WMJ
Fukuoka Factory---

13 million yen---(*2: There will be no transfer of current assets or liabilities.)(ⅲ)

Transfer value
Transfer value will not be disclosed based on the intention of the transferee.

(ⅳ)

Measures for employees
We will provide an opportunity at the end of August to explain the facts about the business transfer toall employees working at Fukuoka Factory. If they wish to transfer and submit a letter of consent, theiremployment will be continued at their transfer destination.

(ⅴ) Outline of Transferee
Trade NameLocation
Name and Title ofRepresentative
Business Description
Capital Amountestablishment
Net Assets
Total Assets
Relationship between
the Company andReliance Inc.

Reliance Inc.
152 Kamiizumi, Himi-shi, Toyama
Representative Director, Katsuyuki Sakai
Contract manufacturing of shaping underwear, innerwear, sports products,
nursing care hygiene products, etc.
10 million yenApril 1976
700 million yen (Fiscal year ending October 31, 2023)
1,289 million yen (Fiscal year ending October 31, 2023)
Capital Relationship
Not applicable
Personnel Relationship
Not applicable
Business Relationship
Not applicable
Status as a Related Party
Not applicable3(ⅵ)

Schedule
Resolution of the Board
Meeting
Date of concluding thebusiness transfer
contract
Implementation date ofbusiness transfer

August 26, 2024 (Monday)
August 26, 2024 (Monday)

January 1, 2025 (National Holiday, Wednesday) (Scheduled)(2) Asset transfer(ⅰ) Main party conducting the asset transfer (The Company)
Wacoal Holdings Corp.
(ⅱ) Assets to be transferred, and transfer priceDetails and Location of Subject Asset
Transfer
ValueBook
Value ofSubjectAsset

Transferloss

Current
StatusReal estate and other assets pertaining to WMJ Fukuoka
Factory
Factory
60 million
Land: 6,012 ㎡ Building: 2,823 ㎡(Floor area)
Officesyen*3*3Parking
Structures / facilities attached to buildings, etc.
*4lots
778-1, Aza Chitanbata, Tanushimaru-cho, Kurume-shi,
Fukuoka, etc.
(*3: Both the transfer value and the book value will not be disclosed based on the intention of the transferee.)(*4: An estimated loss of 60 million yen is expected to be incurred due to differences from the book value ofthe fixed assets (transfer losses) and expenses associated with the transfer.

(ⅲ) Outline of Transferee
Trade NameLocation(ⅳ)

Reliance Inc. (Note: The same as the business transferee in section (1) above)(Note: The same as [5] in section (1) above)

Schedule
Resolution of theBoard Meeting
Date of concluding theasset transfer contract
Implementation date ofbusiness transfer

August 26, 2024 (Monday)
Late October 2024 (Scheduled)
January 1, 2025 (National Holiday, Wednesday) (Scheduled)

5. Details of the shutting down and closure of Kumamoto and Niigata Factories(1) Outline of the factories to be shut down
WMJ・Kumamoto Factory
WMJ・Niigata Factory
Net Sales
329 million yen
509 million yen(Sales processing fees)(Fiscal year ending March 31, 2024)(Fiscal year ending March 31, 2024)
Ordinary Income
0 million yen
11 million yen(Fiscal year ending March 31, 2024)(Fiscal year ending March 31, 2024)
Number of Employees
87 persons (As of August 1, 2024)
142 persons (As of August 1, 2024)(2) Handling of employees, assets, etc.
(ⅰ) Measures for employees
For both of the factories we are planning to shut down by the end of January 2025, we are planning totransfer the employees working at them to surviving factories or invite them to take voluntary retirement.
Details of the invitation to take voluntary retirement
aPersons to be invited:
WMJ employees at Kumamoto and Niigata Factoriesb
Expected Acceptance Number: Nothing has been stipulated in particularc
Offer Period:
November 1 (Friday) to 15 (Friday), 2024
4deDate of Retirement:
Incentives:

January 31, 2025 (Friday) (principle)A special addition to the retirement allowance will be paid as theCompany sees fit For those who want it, we will provide
reemployment support through a reemployment support company(ⅱ) Handling of assets, etc.
The assets and liabilities pertaining to both factories belong to WMJ, and will be dealt with appropriately
later on.
(3) Schedule
Resolution of theAugust 26, 2024 (Monday)
Board Meeting
Shutdown date
End of January 2025 (Scheduled)
Factory closure date
Late March 2025 (Scheduled)
6. Outlook (Impact on financial results)
As a result of the consolidation and reorganization of production bases, losses are expected to arise fromvarious factors, including the posting of transfer losses due to the business and asset transfers,
impairment losses for tangible fixed assets and land due to the shutdown, and losses due to the invitation
to take voluntary retirement.
We are currently investigating other factors that may affect business profit and loss, and if it becomes
necessary to revise our full-year earnings forecast, we will announce it promptly.
In addition, we will promptly disclose the impact on profit and loss for the next fiscal year and beyond
if is going to be large.

- End -5