UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of July, 2012

Commission File Number: 000-11743

WACOAL HOLDINGS CORP.

(Translation of registrant’s name into English)

29, Nakajima-cho, Kisshoin, Minami-ku

Kyoto, Japan

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F þ Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Information furnished on this form:

EXHIBIT INDEX

Exhibit	Date	Description of Exhibit
1	July 531, 2012	~~Renewal~~Consolidated ofBusiness ~~Measures~~Results ~~against~~for the ~~Acquisition~~First ofQuarter ~~a Substantial Shareholding~~ of ~~Wacoal~~the ~~Holdings~~Fiscal ~~Corp.~~Year ~~(i.e.~~Ending ~~Defensive~~March ~~Measures~~31, ~~against Takeovers)~~2013
2	July 31, 2012	Announcement Regarding Stock Option Grants (Stock Acquisition Rights)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


WACOAL HOLDINGS CORP. (Registrant)

By:		/s/ Ikuo Otani
		Ikuo Otani
		Senior Managing Director and General Manager of Corporate Planning

Date: July 531, 2012

[Exhibit 1]

[Translation]

~~June~~Consolidated Business Results for the First Quarter of the Fiscal Year Ending March 2831, ~~2012~~2013

To[U.S. ~~Whom~~GAAP] ~~It May Concern~~

Company Name:		WACOAL HOLDINGS CORP.
Representative:		Yoshikata Tsukamoto
		President and Representative Director
		(Code Number: 3591)
		(Tokyo Stock Exchange, First Section)
		(Osaka Securities Exchange, First Section)
Contact:		Ikuo Otani Managing Director and General Manager of Corporate Planning
		(Telephone: +81 (075)682-1010)

July 31, 2012

Renewal of Measures against the Acquisition of a Substantial Shareholding of


Listed Company:	Wacoal Holdings Corp.	Stock Exchanges: Tokyo, Osaka
Code Number:	3591 (URL: http://www.wacoalholdings.jp/)
Representative:	Position: President and Representative Director
	Name: Yoshikata Tsukamoto
For Inquiries:	Position: Senior Managing Director and General Manager of Corporate Planning
	Name: Ikuo Otani	Tel: +81 (075) 682-1028

Wacoal Holdings Corp. (i.e. Defensive Measures against Takeovers)


Scheduled quarterly report submission date:	August 14, 2012
Scheduled dividend payment start date:	—
Supplementary materials regarding quarterly business results:		None
Explanatory meeting regarding quarterly business results:		None

~~As previously announced, We have decided to renew the “Basic Policy for Measures against the Acquisition of a Substantial Shareholding of Wacoal Holdings Corp.”~~ (~~the~~Amounts ~~“Former~~less ~~Basic~~than Policy”). Further, pursuant to Article 16 of our amended Articles of Incorporation a proposal to determine the specifics of the renewed Basic Policy for Measures against the Acquisition of a Substantial Shareholding of Wacoal Holdings Corp. (the “Basic Policy”) was submitted to the 64th Ordinary General Meeting of Shareholders (the “Shareholders’ Meeting”), which approved said proposal. Following the approval of the Basic Policy at the Shareholders’ Meeting, our board of directors on this day has resolved to adopt certain measures based on the Basic Policy as detailed below (i.e. defensive measures against takeovers) (hereinafter referred to as the “Plan”). In renewing the Basic Policy, we have only made technical changes to the Measures against the Acquisition of a Substantial Shareholding of Wacoal Holdings Corp. (i.e. Defensive Measures against Takeovers) as adopted at a meeting of our board of directors on June1 ~~26,~~million ~~2009;~~yen ~~no substantive changes~~ have been ~~made~~rounded) ~~to the contents.~~

~~The~~1. ~~shareholding~~First Quarter of ~~Wacoal~~the ~~Holdings~~Fiscal ~~Corp.~~Year asEnding of March 31, ~~2012~~2013 is(April ~~as set out in Exhibit~~ 1., As2012 of– ~~this~~June ~~date~~30, ~~we have not received any notification or proposal of an acquisition of a substantial shareholding of Wacoal Holdings Corp. from any particular third party.~~ 2012)

(1) Consolidated Business Results

(% indicates increase (decrease) from the corresponding period of the previous fiscal year)


	Net Sales				Operating Income					Pre-tax Net Income¹					Net Income Attributable to Wacoal Holdings Corp.
	Million Yen		%		Million Yen		%			Million Yen		%			Million Yen		%
First Quarter ended June 30, 2012		43,362		1.1		3,939		(2.8	)		3,921		(12.3	)		2,752		(1.3	)
First Quarter ended June 30, 2011		42,890		3.6		4,051		43.3			4,470		106.8			2,787		114.5


(Note)	Quarterly comprehensive income:	1,442 million yen (decrease of 58.4%) for the first quarter ended June 30, 2012
		3,469 million yen (-%) for the first quarter ended June 30, 2011


	Net Income Attributable to Wacoal Holdings Corp. Per Share		Diluted Net Earnings Attributable to Wacoal Holdings Corp. Per Share
	Yen		Yen
First Quarter ended June 30, 2012		19.54		19.51
First Quarter ended June 30, 2011		19.79		19.77


(Note)		As described in “2. Matters Concerning Summaries (Other Information) (3) Summary of Changes in Accounting Principles” on page 5, retroactive adjustments have been made to the results for the first quarter ended June 30, 2012.

¹	This item refers to “income before income taxes, equity in net income (loss) of affiliated companies, and net loss (income) attributable to noncontrolling interests” in the consolidated statements of income included in our annual report on Form 20-F for the fiscal year ended March 31, 2012.

1.(2) ~~Features~~Consolidated ofFinancial ~~the Plan~~ Condition

(1) Summary of the Plan


	Total Assets		Total Equity (Net Assets)		Total Shareholders’ Equity		Total Shareholders’ Equity Ratio		Shareholders’ Equity Per Share
	Million Yen		Million Yen		Million Yen		%		Yen
As of June 30, 2012		231,483		171,065		168,909		73.0		1,199.23
As of the end of Fiscal Year (March 31, 2012)		221,098		173,428		171,496		77.6		1,217.57

~~(a)~~2. ~~Purpose~~Status of ~~the Plan~~Dividends

The purpose of the plan is to secure or enhance corporate value and the common interests of the shareholders by ensuring, in the event of an acquisition of a substantial shareholding of Wacoal Holdings Corp., sufficient information and time for all shareholders to consider such acquisition, as well as opportunity for discussion and/or negotiation with the purchaser.


	Annual Dividend
	End of First Quarter		End of Second Quarter		End of Third Quarter		Year-End		Total
	Yen		Yen		Yen		Yen		Yen
Fiscal Year Ended March 31, 2012		—		—		—		28.00		28.00
Fiscal Year Ending March 31, 2013		—
Fiscal Year Ending March 31, 2013 (Estimates)				—		—		28.00		28.00

(bNote) ~~Formulation~~Revision of ~~Procedures~~estimated dividends announced during the latest quarter: No

~~Under~~3. ~~the~~Forecast ~~Plan,~~of weConsolidated ~~will~~Business ~~demand,~~Results infor the ~~event~~Fiscal ofYear ~~any~~Ending ~~purchase~~March or31, ~~other~~2013 ~~similar action or any proposals of such~~ (~~hereinafter~~April ~~referred to as “Purchase”)~~1, ~~that~~2012 ~~any~~– ~~third~~March ~~party~~31, ~~who launches or proposes a Purchase (hereinafter referred to as “Purchaser”~~2013) provide information in advance concerning such Purchase. The Plan formulates such procedures necessary to achieve its purpose as outlined in (a) above (see section (2) “Procedures of the Plan” below for details).

(c% indicates increase (decrease) ~~Implementation~~from ofthe previous fiscal year with respect to “Annual” and from the ~~Plan~~six-month ~~following~~period ~~Gratis~~ended September 30, ~~Allocation~~2011 ofwith ~~Share~~respect ~~Acquisition~~to ~~Rights~~“Six-month Period Ending September 30, 2012”)

If the Purchaser fails to comply with the procedures as prescribed by the Plan and conducts the Purchase or in the event of any Purchase by a Purchaser that may cause obvious harm to our corporate value and the common interests of the shareholders, etc. (see section (3) “Terms and Conditions for Gratis Allocation of Share Acquisition Rights” below for details), we will conduct a gratis allocation of new share acquisition rights (the “Share Acquisition Rights”; see section (4) “Outline of Gratis Allocation of Share Acquisition Rights” for its primary content) to all shareholders (excluding Wacoal Holdings Corp.) at such time with terms that prohibit the Purchaser from exercising such rights (discriminatory treatment) and with a condition to acquire Share Acquisition Rights in exchange for Wacoal Holdings Corp.’s shares pursuant to Articles 277-279 of the Corporate Law.


	Net Sales				Operating Income					Pre-tax Net Income					Net Income Attributable to Wacoal Holdings Corp.					Net Income Attributable to Wacoal Holdings Corp. Per Share
	Million Yen		%		Million Yen		%			Million Yen		%			Million Yen		%			Yen
Six-month Period Ending September 30, 2012		92,500		4.2		7,500		(14.7	)		7,700		(10.1	)		4,500		(12.7	)		31.95
Annual		185,000		7.6		11,500		10.8			12,000		17.6			7,600		9.9			53.96

If(Note) aRevision ~~gratis allocation~~ of ~~Share Acquisition~~forecast Rights is implemented in accordance with the procedures under the Plan, and the Share Acquisition Rights are exercised, or if our shares are granted to shareholders other than the Purchaser following the acquisition of ~~Share~~consolidated ~~Acquisition Rights~~business byresults ~~us,~~announced ~~the~~during ~~voting percentage of our shares held by~~ the ~~Purchaser~~latest ~~may~~quarter: ~~be diluted by up to one-third (1/3).~~ No

~~(d)~~4. ~~Use of the Independent Committee~~Other

~~We shall comply with the Regulations of the Independent Committee~~ (~~please~~1) ~~see~~Changes ~~Exhibit~~in 2significant ~~for~~subsidiaries ~~details)~~ in ~~order to prevent~~ the ~~board~~first ofquarter ~~directors from making an arbitrary decision concerning the trigger or non-trigger~~ of the ~~gratis~~current ~~allocation~~fiscal ofyear the Share Acquisition Rights or other matters concerning the acquisition pursuant to the Plan. In addition, we shall ensure transparency by seeking the judgment of an Independent Committee, which will be comprised of members appointed from (i) our outside directors, (ii) our outside statutory auditors or (iii) independent experts (experienced company managers, persons with a governmental background, legal counsel, certified public accountants, academic experts, etc.~~) who shall be independent from our executive officers who conduct our operations~~e. ~~Messrs. Mamoru Ozaki (our outside director)~~, ~~Tomoharu~~changes ~~Kuda~~in ~~(outside~~specified ~~statutory~~subsidiaries ~~auditor) and Naoto Nakamura~~ (~~outside~~tokutei ~~expert~~kogaisha) ~~were appointed~~which asinvolve ~~the~~change ~~initial~~in ~~members~~scope of ~~the Independent Committee upon the renewal of the Plan (please see Exhibit 3 for their biographies~~consolidation).: None

In(2) ~~addition,~~Application ~~upon the implementation~~ of ~~the~~simplified ~~gratis~~accounting ~~allocation~~methods ofand ~~the~~specific ~~Share~~accounting ~~Acquisition~~methods: Rights, if a recommendation is made by the Independent Committee that a general meeting of shareholders be convened in order to determine the decision of the shareholders, the board of directors shall convene such general meeting of the shareholders. None

~~Moreover,~~(3) ~~transparency~~Changes ~~shall~~in beaccounting ~~ensured regarding the course of such procedures through timely disclosure of relative information to all the shareholders of Wacoal Holdings Corp.~~ principles:

2(i) Changes due to modifications in accounting standards, etc.: None

(ii)

Changes other than (i) above: Yes

(Note) For details, please see “2. Matters Concerning Summaries (Other Information) (3) Summary of Changes in Accounting Principles” on page 5.

(24) ~~Procedures~~Number of ~~the~~Issued ~~Plan~~Shares (Common Stock)

(a) Purchase


		First Quarter ended June 30, 2012		Fiscal Year ended March 31, 2012

(i)	Number of issued shares (including treasury stock) as of the end of:		143,378,085 shares		143,378,085 shares

(ii)	Number of shares held as treasury stock as of the end of:		2,530,021 shares		2,527,015 shares

(iii)	Average number of shares during consolidated first quarter:		140,849,379 shares		140,847,377 shares (first quarter ended June 30, 2011	)

~~The Plan~~*Notes ison ~~applicable~~Implementation ~~in the event~~ of aQuarterly ~~purchase~~Review ~~that~~Procedures ~~falls under either (i) or (ii) below. In such a case, the Purchaser shall follow the procedures as prescribed in advance in the Plan.~~

~~(i)~~This summary of quarterly financial results is not subject to the ~~purchase~~quarterly ofreview ~~share~~procedures ~~certificates1~~based ~~issued~~on bythe usFinancial ~~that~~Instruments ~~results~~and Exchange inLaw. aThe ~~percentage~~review ofprocedures ~~ownership~~for ofthe ~~such~~quarterly ~~share~~financial ~~certificates2~~statements bybased aon ~~shareholder3~~the Financial Instruments and Exchange Law had not been completed at the time of ~~more~~disclosure ~~than~~of ~~20%;~~this orsummary of quarterly financial results.

~~(ii)~~*Cautionary aStatement ~~public~~regarding ~~tender~~Forecast ~~offer4 for share certificates5 issued by us that results in a combined percentage~~ of ~~ownership6~~ ofBusiness ~~such~~Results ~~share certificates by the offeror and any of its Affiliates7 of more than 20%.~~

~~(b)~~The ~~Request~~forecast ~~for~~of ~~Provision~~business results is based on information available as of ~~Information~~the date this data were released and, due to various risks, uncertainties and other factors arising in the ~~Purchaser~~future, actual results in the future may differ largely from the estimates set out in this document.

~~Unless~~These ~~otherwise~~risks, ~~provided~~uncertainties byand other factors include: the impact of the ongoing global economic downturn on our ~~board~~sales and profitability in Japan and our other market; the impact on our business of ~~directors,~~anticipated ifcontinued aweakness ~~Purchaser~~of ~~intends~~department stores and other general retailers in Japan; our ability to ~~undertake~~successfully adevelop, ~~Purchase~~manufacture, and market products in Japan and our other markets that meet the ~~Purchaser~~changing ~~must~~tastes ~~submit~~and needs of consumers and to usdeliver ahigh ~~document~~quality inproducts; the ~~form~~highly ~~designated~~competitive bynature usof ~~describing~~our business and the strength ~~information~~of our competitors; our ability to successfully expand our network of our own specialty retail stores and achieve profitable operations at these stores; our ability to further develop our catalog and Internet sales capabilities; our ability ~~specified~~to ~~under~~effectively ~~each~~manage ~~item~~our ~~below~~inventory ~~(the~~levels; ~~“Required~~our ~~Information”)~~ability ~~prior~~to reduce costs; our ability to ~~its~~attract ~~launch,~~and asretain ~~well~~highly asqualified anpersonnel; ~~oath~~effects byof ~~the~~irregular ~~Purchaser~~weather ~~that~~events ~~the~~on ~~Purchaser~~our ~~will~~business ~~follow~~and performance; risks related to conducting our business internationally; risks from acquisitions and other strategic transactions with third parties; risks relating to return of investment for development of new markets; risks relating to intellectual property; risks relating to protection of customer information and our ability to protect our trade secrets; risks relating to internal controls over financial reporting; the ~~procedures~~impact asof ~~prescribed~~weakness in the ~~Plan~~Japanese ~~upon~~equity ~~consummation~~markets on our holdings of Japanese equity securities; the ~~Purchase~~impact ~~(collectively,~~of any natural ~~the~~disaster ~~“Explanation~~or epidemic on our business; and other risks referred to from time to time in Wacoal Holdings’ filings on Form 20-F of ~~Purchase”)~~its annual report and other filings with the United States Securities and Exchange Commission.

1 “Share certificates” (kabukento) shall have the meaning prescribed in Paragraph 1, Article 27-23 of the Financial Instruments and Exchange Law (“FIEL”); the same shall apply hereinafter unless provided otherwise.

2 “Percentage of ownership of such share certificates” (kabuken hoyu wariai) shall have the meaning as prescribed in Paragraph 4, Article 27-23 of FIEL; the same shall apply hereinafter.

3 “Shareholder” (hoyusha) shall include any parties stipulated in Paragraph 3, Article 27-23 of FIEL and any parties deemed applicable by the board of directors. The same shall apply hereinafter.

4 “Public tender offer” (kokai kaitsuke) shall have the meaning prescribed in Paragraph 6, Article 27-2 of FIEL

5 For the purposes of this paragraph (ii), “share certificates” (kabukento) shall have the meaning prescribed in Paragraph 1, Article 27-2 of FIEL.

6 “Combined percentage of ownership of such share certificates” (kabukento shoyu wariai) shall have the meaning as prescribed in Paragraph 8, Article 27-2 of the FIEA; the same shall apply hereinafter.

7 “Affiliate” (tokubetsu kankeisha) (including any person who may be deemed as having a special relationship by our board of directors) shall have the meaning prescribed in Paragraph 7, Article 27-2 of FIEL; provided, however, that a person prescribed in Paragraph 2, Article 3 of the Cabinet Office Order Concerning Disclosure Relating to Tender Offer of Shares or Other securities by any Person Other Than the Issuing Company shall be excluded from among those who are set forth in Item 1 of said Paragraph 7; the same shall apply hereinafter.

WeTable ~~will provide the Explanation~~ of ~~Purchase~~Contents tofor ~~the~~Attached ~~Independent~~Materials Committee promptly after receipt. If the Required Information in such Explanation of Purchase is deemed insufficient by the Independent Committee, the Independent Committee may request the Purchaser to submit additional information either directly to the Committee or indirectly, through the board of directors, within an appropriate period of time as designated by the Independent Committee. In such case, the Purchaser must submit such additional Required Information within such designated period.

The Explanation of Purchase and the Required Information (including additional Required Information) shall be prepared in Japanese only.


1.	Qualitative Information Regarding Consolidated Performance during the Current Quarter	2

(1)	Qualitative Information Regarding Consolidated Business Results	2

(2)	Qualitative Information Regarding Consolidated Financial Condition	4

(3)	Qualitative Information Regarding Forecast of Consolidated Business Results	5

2.	Matters Concerning Summaries (Other Information)	5

(1)	Summary of Changes in Significant Subsidiaries during the Current Consolidated Quarter	5

(2)	Application of Simplified Accounting Methods and Specific Accounting Methods	5

(3)	Summary of Changes in Accounting Principles	5

3.	Consolidated Financial Statements	6

(1)	Consolidated Balance Sheets	6

(2)	Consolidated Quarterly Income Statement	8

(3)	Consolidated Quarterly Comprehensive Income Statement	8

(4)	Consolidated Cash Flow Statements	9

(5)	Notes on Going Concern	10

(6)	Segment Information	10

(7)	Notes on Significant Changes in the Amount of Total Shareholders’ Equity	11

(8)	Status of Sales	11

~~(i)~~- 1 - the particulars (including but not limited to the specific name, capital structure, finances, details of past transactions of the same kind as the Purchase, the results of such prior transactions, and the effect of such past transactions on the corporate value of the target company) of the Purchaser and its group (including any joint shareholders8, persons having a special relationship and each partner or other member in the case of a fund);

(ii) the purpose, method and details of the Purchase (including the amount and type of consideration, the timeframe, the structure of related transactions, the legality of the method of Purchase, information regarding the probability of the implementation of the Purchase, etc.);

(iii) the basis of calculation of the Purchase price (including facts and/or assumptions used in the calculation, the calculation method, information or figures used in the calculation as well as the expected synergies from the series of transactions related to the Purchase and the details of such synergies to be distributed to the minority shareholders);

(iv) evidence of funds for the Purchase (including the specific name of the provider of funds (including any substantial provider), financing method and the details of any related transactions);

(v) the management policies, business plan, capital policy and dividend policy of the group after Purchase;

(vi) the policies for the treatment of our employees, contractors, clients and other interested parties of Wacoal Holdings Corp.; and

(vii) the specific measures for avoiding conflicts of interests with the other shareholders of Wacoal Holdings Corp.

(viii) any other information as deemed reasonably necessary by the Independent Committee.

Except in particular circumstances under which the Independent Committee should discuss and/or negotiate with the Purchaser to continuously request submission of the Explanation of Purchase and the Required Information, the Independent Committee will recommend the board of directors to implement a gratis allocation of Share Acquisition Rights in accordance with the terms as stated in (d)(i) below if the Independent Committee deems that a Purchaser has launched a Purchase without following the procedures as prescribed by the Plan.

8 “Joint shareholders” (kyodo hoyusha) shall have the meaning as prescribed in Paragraph 5, Article 27-23 of FIEL and shall include any party who is deemed to be a joint shareholder by the board of directors in accordance with Paragraph 6 of said Article.

~~(c)~~1. ~~Examination~~Qualitative ofInformation ~~Terms~~Regarding ~~and~~Consolidated ~~Conditions~~Performance ofduring ~~Purchase~~the ~~and~~First ~~Negotiation and/or Proposal of Alternatives with Purchaser~~Quarter

(i1) ~~Request~~Qualitative ~~for Provision of~~ Information toRegarding ~~the~~Consolidated ~~board~~Business ~~of directors~~Results

When the Explanation of Purchase and, if requested by the Independent Committee, any additional Required Information are submitted by the Purchaser, the Independent Committee may, in order to conduct a comparative examination of the submitted documents with the management plan of the board of directors and our valuation by the board of directors, or to conduct an examination of alternative proposals by the board of directors from the perspective of securing and enhancing the corporate value and the common interests of our shareholders, may also request the board of directors to present its opinion (~~including reserving opinions~~i) ~~concerning~~Performance ~~the~~Overview ~~terms and conditions~~ of ~~such Purchase as well as to submit any supporting materials, alternative proposals or other information and/or materials as may be required by~~ the ~~Independent~~First Committee. Such documents or materials shall be submitted no later than the response deadline set by the Independent Committee, which will take into account the time necessary for the collection of information and the examination of the valuation of the business by the board of directors, including independent experts, as the case may be (provided that such period does not in principle exceed 60 days). Quarter

Our group (iiprimarily Wacoal Corp., our core operating entity) ~~Examination~~entered the final year of our three-year mid-term plan and sought to improve profitability through market share expansion of and structural reform of our domestic innerwear business and made efforts to strengthen growth by ~~Independent~~actively ~~Committee~~developing our overseas business, mainly in China.

IfAs ~~the~~a ~~provision~~result of ~~information~~the ~~and/or~~above, ~~materials~~with ~~(including~~respect ~~any~~to ~~information~~our ~~and/or~~consolidated ~~materials~~business ~~additionally~~results ~~requested)~~for ~~from~~ the ~~Purchaser~~first ~~and~~quarter ~~our~~of ~~board~~the ofcurrent ~~directors~~fiscal ~~(in~~year, ~~the~~overall ~~event~~sales ~~submission~~increased ofas ~~information and/or~~compared ~~materials~~to ~~are~~the ~~requested~~corresponding asperiod ~~stipulated~~of inthe previous ~~(i) above)~~fiscal isyear ~~deemed~~mainly ~~sufficient~~due to ~~commence~~ the ~~examination~~expansion of ~~terms~~sales ~~and~~attributable ~~conditions~~to ofour ~~the~~Wacoal ~~Purchase~~brand bybusiness ~~the~~and ~~Independent~~our ~~Committee,~~businesses in the ~~Independent~~United ~~Committee~~States ~~will~~and ~~fix~~China. aOperating ~~period~~income ~~(up~~decreased toas ~~sixty (60) days)~~compared ~~for~~to ~~examination;~~the ~~provided,~~corresponding ~~however,~~period ~~that~~of ~~such~~the ~~period~~previous ~~may~~fiscal beyear ~~extended~~due to bythe aimpact ~~resolution~~ of the ~~Independent~~strategic ~~Committee~~investments ~~pursuant~~made for to ~~(d)(iii)~~our ~~below~~Wacoal ~~(the~~brand ~~“Examination~~business, ~~Period~~despite of the ~~Independent~~improvement ~~Committee”)~~seen ~~and~~in ~~inform~~ the ~~Purchaser and~~profitability ~~our board~~ of ~~directors~~our ~~accordingly~~overseas subsidiaries.

~~Based~~We onhave ~~the~~not ~~information~~reflected ~~and/or materials provided by~~ the ~~Purchaser and~~results ~~our~~of ~~board~~Eveden ofGroup ~~directors~~Limited, ~~the~~an ~~Independent~~English ~~Committee will examine and evaluate the terms and conditions of the Purchase by the Purchaser and will gather and examine information concerning the management plan~~company, ~~business~~which ~~plans,~~became ~~etc. of the Purchaser and~~ our ~~board~~subsidiary ofin ~~directors~~April ~~during the Examination Period of the Independent Committee. In doing so~~2012, ~~they~~in ~~will~~our ~~maintain~~consolidated ~~the~~business ~~perspective~~results offor ~~ensuring and enhancing our value and~~ the ~~common~~first ~~interests~~quarter of the ~~shareholders.~~current ~~The Independent Committee may~~fiscal ~~also directly or indirectly through our board of directors~~year, ~~etc.~~but ~~discuss~~its ~~and/or~~results ~~negotiate~~will ~~with~~be ~~the~~reflected ~~Purchaser, or propose alternatives of the board of directors, etc. to the shareholders~~ in ~~order~~our toconsolidated ~~improve~~business ~~the~~results ~~terms~~starting ~~and~~with ~~conditions of~~ the ~~Purchase from~~second ~~the~~quarter ~~perspective~~ of ~~ensuring and enhancing our value and~~ the ~~common~~current ~~interests~~fiscal ~~of the shareholders~~year.

A Purchaser must promptly comply with the request of the Independent Committee (directly or indirectly through the board of directors, etc.) to provide materials or other information or to discuss and/or negotiate, if so requested during the Examination Period of the Independent Committee.


Net sales:		43,362 million yen (an increase of 1.1% as compared to the corresponding period of the previous fiscal year)

Operating income:		3,939 million yen (a decrease of 2.8% as compared to the corresponding period of the previous fiscal year)

Pre-tax net income:²		3,921 million yen (a decrease of 12.3% as compared to the corresponding period of the previous fiscal year)

Net income attributable to Wacoal Holdings Corp.:		2,752 million yen (a decrease of 1.3% as compared to the corresponding period of the previous fiscal year)

~~The Independent Committee may receive advice from an independent third party~~ (~~including, but not limited to, financial advisors, legal counsel, certified public accountants, consultants or other experts~~ii) atBusiness ~~our~~Overview ~~cost to ensure that the judgment~~ of ~~the~~Our ~~Independent~~Operating ~~Committee shall be to the benefit of our value and the common interests of the shareholders.~~ Segments

5a. Wacoal Business (Domestic)

In our Wacoal brand business, sales of core brassieres and bottom products showed strong performance due to our success in appealing to consumers through our product lineup and promotional activities based on our announcement entitled “body aging (physiological changes associated with aging)”. However, this was partially offset by sales of our seasonal undergarments, which showed poor performance despite the strong performance of our core products using natural materials due to the impact of poor performance of other products and unsteady weather conditions. As a result of the above, overall sales of our Wacoal brand business exceeded the results for the corresponding period of the previous fiscal year.

In our Wing brand business, sales of in-store performance were weak. With respect to brassieres, sales of certain of our campaign products showed poor performance. Sales of undergarments and men’s innerwear were impacted by the intensifying competition among merchandisers’ private-label brand products and the products sold by our competitors as well as the unsteady weather conditions. Although in-store performance was weak, overall sales of our Wing brand business exceeded the results for the corresponding period of the previous fiscal year due to the addition of new products associated with the brand restructuring based on “body aging” and the promotion of product development in collaboration with our major clients.

²	This item refers to “income before income taxes, equity in net income (loss) of affiliated companies, and net loss (income) attributable to noncontrolling interests” in the consolidated statements of income included in our annual report on Form 20-F for the fiscal year ended March 31, 2012.

- 2 -

~~(d)~~In ~~Method~~our retail business, sales at our direct retail store AMPHI expanded as a result of ~~Judgment~~the strong byperformance of our existing shops due to improved brand recognition and the ~~Independent~~opening ~~Committee~~of new stores. Sales from our Wacoal Factory Stores also showed steady performance. As a result, overall sales of our retail business exceeded the results for the corresponding period of the previous fiscal year.

~~The~~In ~~Independent~~our ~~Committee~~wellness ~~will~~business, ~~advise~~sales of sports tights from our sports conditioning wear “CW-X” brand fell below the ~~board~~results for the corresponding period of ~~directors~~the inprevious ~~accordance~~fiscal ~~with~~year due to the ~~following~~declining ~~procedures~~impact ifof ~~there~~certain isTV infomercials that introduced the brand and contributed to its sales expansion during the previous fiscal year, while the sales of our functionality-focused business pumps showed steady performance. As a ~~Purchaser~~result, overall sales from our wellness business exceeded the results for the corresponding period of the previous fiscal year.

~~(i)~~In ~~Recommendation~~our bycatalog sales business, overall sales exceeded the ~~Independent~~results ~~Committee~~for onthe ~~Implementation~~corresponding period of the ~~Gratis~~previous ~~Allocation~~fiscal year due to the steady performance of ~~Share~~catalog ~~Acquisition~~sales ~~Rights~~and the expansion of internet sales.

~~The~~In ~~Independent~~sum, ~~Committee~~overall ~~will~~sales ~~recommend the board~~ of ~~directors~~Wacoal toCorp. exceeded ~~implement~~the aresults ~~gratis~~for ~~allocation of~~ the ~~Share~~corresponding ~~Acquisition Rights,~~period ~~irrespective~~ of the ~~sequence~~previous offiscal ~~the~~year ~~initiation~~due orto the ~~termination~~strong performance of ~~the~~our ~~Examination~~core ~~Period~~operating ofbusinesses. ~~the~~Our ~~Independent~~operating ~~Committee,~~income iffell below the ~~Purchase~~results byfor the ~~Purchaser~~corresponding isperiod ~~deemed~~of tothe ~~fall~~previous ~~under~~fiscal ~~any~~year ofdue to the ~~requirements~~impact ~~stipulated~~of instrategic ~~section (3) “Requirements~~investments ~~for~~intended ~~Gratis~~to ~~Allocation~~strengthen the development of ~~Share~~sales ~~Acquisition~~space ~~Rights”.~~and promotional activities

Provided, however, that after giving such recommendation, if the Independent Committee determines that (a) the Purchaser has withdrawn its proposed Purchase, or if such proposed Purchase otherwise no longer exists, or (b) there is a change in the facts or basis upon which such recommendation was made and the Independent Committee determines that the Purchase by the Purchaser no longer falls under any of the requirements stipulated in section (3) “Requirements for Gratis Allocation of the Share Acquisition Rights”, the Independent Committee may change its decision until the date before the commencement date of the Exercise Period of the Share Acquisition Rights (as defined in (f) of section (4) “Outline of Gratis Allocation of the Share Acquisition Rights”). This includes recommending to the board of directors the withdrawal of the gratis allocation of the Share Acquisition Rights (if prior to the effective date of such gratis allocation) or the gratis allocation of the Share Acquisition Rights (if after the effective date of such gratis allocation).


Net sales:		29,508 million yen (an increase of 3.3% as compared to the corresponding period of the previous fiscal year)

Operating income:		2,536 million yen (a decrease of 10.0% as compared to the corresponding period of the previous fiscal year)

~~Even~~b. ~~if the~~Wacoal ~~Independent~~Business ~~Committee determines that the Purchase falls under any of the requirements stipulated in section~~ (3Overseas) “Requirements for Gratis Allocation of the Share Acquisition Rights” below, if the Independent Committee determines that it is reasonable to obtain the resolution of a general meeting of shareholders regarding the implementation of the gratis allocation of the Share Acquisition Rights, it shall recommend to the board of directors that a general meeting of shareholders be convened and that the implementation of the gratis allocation of the Share Acquisition Rights be placed on the agenda.

6In our overseas operations, we made aggressive efforts in expanding our U.S. market share and enhancing our product lineup mainly at department stores, which are our major clients, as well as in expanding our sales areas and channels. Sales exceeded the results for the corresponding period of the previous fiscal year as a result of extended sales of our reasonably-priced brassieres which continued to show strong performance since the previous fiscal year and the strong performance of our internet sales. With respect to profit, in addition to an increase in net sales, operating income exceeded the results for the corresponding period of the previous fiscal year due to an improvement in our sales-to-profit ratio that resulted from our cost reduction efforts. The exchange rate in the first quarter of the current fiscal year was 79 yen per dollar (compared to 81 yen per dollar for the corresponding period of the previous fiscal year).

With respect to our business in China, sales exceeded the results for the corresponding period of the previous fiscal year due to our successful efforts in strengthening our product lineup, improving the retention rates of in-store sales representatives and opening of new stores mainly in inner mainland China. With respect to profit, operating income exceeded the results for the corresponding period of the previous fiscal year due to the lower ratio of selling, general and administrative expenses to our sales. The exchange rate in the first quarter of the current fiscal year was 13 yen per Chinese yuan (compared to 13 yen per Chinese yuan for the corresponding period of the previous fiscal year).


Net sales:		6,254 million yen (an increase of 6.9% as compared to corresponding period of the previous fiscal year)

Operating income:		916 million yen (an increase of 26.9% as compared to the corresponding period of the previous fiscal year)

Peach John Business

With respect to Peach John Co., Ltd. (“Peach John”), although sales of innerwear showed strong performance, sales from our core mail-order catalogues fell below the results for the corresponding period of the previous fiscal year as a result of poor performance of the outerwear and general merchandise. Net sales from our direct retail stores exceeded the results for the corresponding period of the previous fiscal year as a result of the strong performance of our existing shops due to an improvement in selection of goods. With respect to our directly-managed overseas stores, although an underperforming store was wound up, sales from China exceeded the results for the corresponding period of the previous fiscal year due to the opening of new stores, while our directly-managed stores in Hong Kong showed weak performance.

- 3 -

~~(ii)~~As ~~Recommendation~~a byresult of the ~~Independent~~above, ~~Committee~~the onresults ~~Non-implementation~~from our Peach John business fell below the results for the corresponding period of the ~~Gratis~~previous ~~Allocation~~fiscal year. With respect to profit, despite an improvement in profit as a result of ~~Share~~a ~~Acquisition~~lower ~~Rights~~cost-to-sales ratio, our Peach John business was less profitable than it was for the corresponding period of the previous fiscal year due to the reduced sales.

The Independent Committee will recommend to the board of directors that the gratis allocation of the Share Acquisition Rights not be enforced, irrespective of the sequence of the initiation or the termination of the Examination Period of the Independent Committee, if the Independent Committee determines that the Purchase by the Purchaser does not fall under any of the requirements stipulated in section (3) “Requirements for Gratis Allocation of the Share Acquisition Rights”.


Net sales:		3,158 million yen (a decrease of 7.1% as compared to the corresponding period of the previous fiscal year)

Operating income:		176 million yen (a decrease of 39.1% as compared to the corresponding period of the previous fiscal year)

Notwithstanding the foregoing, if there is a change in the facts or basis upon which such recommendation was made, and the Independent Committee determines that the Purchase by the Purchaser does not fall under any of the requirements stipulated in section (3) “Requirements for Gratis Allocation of the Shares Acquisition Rights”, the Independent Committee may change its decision, including recommending the implementation of the gratis allocation of the Share Acquisition Rights, and recommend such decision to the board of directorsd. Other

With respect to the business of Lecien Corporation (~~iii~~“Lecien”), ~~Extension~~sales from our core innerwear products exceeded the results for the corresponding period of ~~Examination~~the ~~Period~~previous fiscal year due to the increased number of products supplied to our group companies and the strong ~~Independent~~performance ~~Committee~~of products offered to our major clients. Conversely, as a result of the termination of the unprofitable products at our apparel business, which offers outerwear products, overall sales from Lecien fell below the results for the corresponding period of the previous fiscal year. In terms of profit, operating income exceeded the results for the corresponding period of the previous fiscal year due to our successful efforts in the improvement of profitability from our apparel business and cost reduction.

IfAs ~~the~~for ~~Independent~~Nanasai ~~Committee~~Co., ~~does~~Ltd. ~~not~~(“Nanasai”), ~~make~~which ~~any~~engages ~~recommendation~~in ~~regarding~~ the ~~trigger~~manufacturing, orsales ~~non-trigger~~and rental ofbusiness ~~the gratis allocation~~ of ~~the~~mannequins ~~Share~~and ~~Acquisition~~interior ~~Rights~~design ~~(including~~and ~~the~~construction ~~recommendation~~of ~~that~~stores aat ~~general meeting~~commercial offacilities, ~~shareholders~~net besales ~~convened~~were ~~and~~below ~~that~~ the ~~implementation~~results offor the ~~gratis~~corresponding ~~allocation~~period of the ~~Share~~previous ~~Acquisition~~fiscal ~~Rights~~year bedespite ~~placed~~good onperformance ~~the~~of ~~agenda)~~sales bybusiness. ~~the~~This ~~termination~~was ofdue to the ~~initial~~poor ~~Examination~~performance ~~Period~~ of ~~the~~rental ~~Independent~~business ~~Committee,~~due to the ~~Independent Committee~~restrained ~~will~~investments ~~adopt~~by aour ~~resolution~~business topartners ~~extend~~and the ~~Examination~~closing ~~Period~~down toof ~~the~~department ~~extent~~stores. ~~necessary~~With ~~(provided,~~respect ~~however~~to profit, ~~that~~we ~~such~~were ~~extension~~less ~~period~~profitable ~~shall~~than ~~not~~it ~~exceed~~was ~~thirty (30) days)~~ for the ~~examination~~corresponding period of the ~~terms~~previous fiscal ~~and~~year ~~conditions~~in ofconnection ~~the~~with ~~Purchase~~a bydecrease ~~the Purchaser~~in sales, ordespite ~~for~~our ~~discussion~~efforts ~~and/or~~to ~~negotiation~~achieve ~~with~~efficiency ~~such~~by ~~Purchaser,~~lowering costs and ~~the~~cutting ~~examination of the alternatives, etc~~expenses.

If the Examination Period of the Independent Committee is extended pursuant to the resolution above, the Independent Committee shall continue to gather information and conduct its examination and shall exercise its best efforts to provide a recommendation regarding the trigger or non-trigger of a gratis allocation of the Share Acquisition Rights during such extended period (including the recommendation that a general meeting of shareholders be convened and that the implementation of the gratis allocation of the Share Acquisition Rights be placed on the agenda).


Net sales:		4,442 million yen (a decrease of 12.8% as compared to the corresponding period of the previous fiscal year)

Operating income:		311 million yen (an increase of 40.1% as compared to the corresponding period of the previous fiscal year)

7(2) Qualitative Information regarding Consolidated Financial Condition

Assets, liabilities and total shareholders’ equity as of the end of the current consolidated first quarter reflect the addition of Eveden Group Limited, an English company, which became our subsidiary in April 2012. On the other hand, the cash flow for the current consolidated first quarter does not reflect the results of Eveden Group Limited, which will be reflected in our consolidated results starting with the consolidated second quarter of the current fiscal year.

(i)

Assets, Liabilities and Total Shareholders’ Equity

Our total assets as of the end of the current consolidated first quarter were 231,483 million yen, an increase of 10,385 million yen from the end of the previous fiscal year, due to an increase in goodwill as a result of the acquisition of Eveden Group Limited.

Our total liabilities were 60,418 million yen, an increase of 12,748 million yen from the end of the previous fiscal year, due to an increase in short-term bank loans, despite a decrease in other payables, a decrease in accrued bonuses as a result of the payment of summer bonuses and a decrease in income taxes payable as a result of payment of income taxes.

Total Wacoal Holdings Corp. shareholders’ equity was 168,909 million yen, a decrease of 2,587 million yen from the end of the previous fiscal year, due to the cash dividend payments and the changes in unrealized gain/loss on securities.

As a result of the above, our total shareholders’ equity ratio as of the end of the current consolidated first quarter was 73.0%, a decrease of 4.6% from the end of the previous fiscal year.

- 4 -

(eii) ~~Disclosure~~Cash ~~of Information to Shareholders~~Flow

~~The~~Cash ~~board~~and cash equivalents as of ~~directors~~the orend of the ~~Independent~~consolidated ~~Committee~~first ~~will~~quarter ~~promptly~~of ~~disclose~~the ~~information~~current ~~regarding~~fiscal ~~those~~year ~~items~~were ~~among~~20,293 million ~~the~~yen, ~~following~~a asdecrease ~~determined~~of ~~appropriate~~9,692 million byyen from the ~~Independent~~end ~~Committee:~~of the previous fiscal year.

(1)Cash ~~that~~Provided ~~there~~by isOperating aActivities) ~~Purchaser;~~

(Cash flow provided by operating activities was 2),465 million ~~that~~yen, aan ~~Purchase~~increase ~~Explanation~~of ~~Document~~1,771 million ~~has~~yen ~~been~~as ~~provided~~compared to the corresponding period of the previous fiscal year, after adjustments of changes in assets and anliabilities ~~outline~~to our net income of ~~document~~2,813 million ~~details;~~yen plus the adjustments of depreciation expenses and deferred taxes.

(3)Cash ~~that~~Used ~~the~~in ~~Required~~Investment ~~Information~~Activities) ~~has been provided and an outline of such details;~~

~~(4)~~Cash ~~that~~flow used in investment activities was 17,956 million yen, an increase of 17,538 million yen as compared to the ~~Examination~~corresponding ~~Period~~period of the ~~Independent~~previous ~~Committee~~fiscal ~~has~~year, ~~commenced;~~due to the acquisition of a new subsidiary and other factors, despite proceeds from the sale and redemption of marketable securities.

(5)Cash inProvided ~~the~~by ~~event~~Financing ofActivities) ~~a resolution for an extension of the Examination Period of the Independent Committee, that such resolution has been passed and an outline of such details; and~~

~~(6)~~Cash ~~the~~flow ~~recommendation~~provided ofby ~~the~~financing ~~Independent~~activities ~~Committee~~was ~~and~~5,939 million yen, an ~~outline~~increase of ~~such~~6,992 million ~~details~~yen ~~(and~~as ~~where~~compared ato ~~different~~the corresponding ~~recommendation~~period isof ~~subsequently~~the ~~made~~previous fiscal year, due to aan ~~change~~increase in ~~the~~short-term ~~facts,~~bank ~~etc.,~~loans ~~the fact~~ and another ~~outline~~factors, ofdespite ~~such~~the ~~details~~cash ~~thereof)~~dividend payments.

(f3) ~~Resolutions~~Qualitative ofInformation ~~the~~regarding ~~Meetings~~Forecast of ~~board~~Consolidated ofBusiness ~~directors; Convocation of a General Meeting of Shareholders~~Results

~~The~~We ~~board~~have ofnot ~~directors~~revised ~~shall~~our ~~give~~forecast ~~the~~of ~~utmost~~consolidated ~~respect~~business toresults for the ~~recommendation~~consolidated ~~provided~~second byquarter and the ~~Independent~~fiscal ~~Committee~~year ~~pursuant to~~ending ~~paragraph (d)~~March ~~above~~31, ~~and~~2013 ~~shall~~since asour anannouncement ~~institution under the Corporate Law make a resolution~~ on ~~the~~May 15, implementation or non-implementation of the gratis allocation of the Share Acquisition Rights (including the withdrawal of the gratis allocation of the Share Acquisition Rights and the acquisition of the Share Acquisition Rights)2012.

IfIn ~~a recommendation~~our isdomestic ~~made~~business, bywe ~~the~~will ~~Independent~~make ~~Committee~~efforts ~~that~~to aexpand ~~general~~our ~~meeting~~share ofin ~~shareholders~~the bedomestic ~~convened~~innerwear ~~and~~market ~~that~~by ~~the~~developing ~~implementation~~products based ofon the ~~gratis~~key ~~allocation~~concept of ~~the~~“body ~~Share~~aging” ~~Acquisition~~and ~~Rights~~strengthening behigh ~~placed~~volume onproducts. ~~the~~We ~~agenda,~~will ~~the~~also ~~board~~make ofaggressive ~~directors~~efforts ~~shall, excluding~~to ~~cases~~expand ~~where~~our ~~holding~~retail abusiness, ~~general~~wellness ~~meeting~~business ofand ~~shareholders~~online ~~is significantly difficult~~business, ~~promptly~~which ~~convene~~we abelieve ~~general~~have ~~meeting~~further ofgrowth ~~shareholders~~potential, and will ~~place~~work ~~the~~on ~~implementation~~rebuilding ofsupply ~~the~~chain ~~gratis~~management ~~allocation~~which ofcan exercise the ~~Share~~resources ~~Acquisition~~of ~~Rights~~our ongroup ~~the~~(including ~~agenda~~our sosubsidiaries), as to ~~hold~~ a ~~general meeting of shareholders as soon as is practically possible~~whole.

8In our overseas business, we will make efforts to further enhance our product lineup, mainly in the United States and China, and will continue to work on expanding sales and improving profitability, while responding to changes in the business environment. In addition, we will make efforts to strengthen our operating base and expand sales in the European markets by utilizing the resources of Eveden Group Limited, an English company, which became our subsidiary in April 2012.

2.	Matters Concerning Summaries (Other Information)

(1)	Summary of Changes in Significant Subsidiaries during the Current Consolidated Quarter:

On April 10, 2012, Eveden Group Limited became our wholly-owned subsidiary, through our acquisition of all of the outstanding shares of Eveden Group Limited.

(2)	Application of Simplified Accounting Methods and Specific Accounting Methods:

Not applicable.

(3)	Summary of Changes in Accounting Principles:

(Change in the Fiscal Year End of Certain Subsidiaries)

During the previous consolidated fiscal year (fiscal 2012), the fiscal year ends of certain consolidated subsidiaries were changed from December and February to March to be consistent with our fiscal year end. In connection with this change, we made retroactive adjustments to the consolidated income statement, consolidated comprehensive income statement, consolidated cash flow statement, segment information, and status of sales, in order to reflect the change of fiscal year end at those consolidated subsidiaries.

- 5 -

If the resolution for implementation of the gratis allocation of the Share Acquisition Rights (including the withdrawal of the gratis allocation of the Share Acquisition Rights and the acquisition of the Share Acquisition Rights) is passed by such general meeting of shareholders, the board of directors shall, pursuant to a general meeting of shareholders’ resolution, conduct procedures necessary for the gratis allocation of the Share Acquisition Rights3. ~~Where~~Consolidated aFinancial resolution is passed at the general meeting of shareholders to the effect that the decision for the gratis allocation of the Share Acquisition Rights is to be delegated to the board of directors, a board of directors’ resolution for the implementation of the gratis allocation of the Share Acquisition Rights shall be voted upon. Where the resolution for implementation of the gratis allocation of the Share Acquisition Rights fails to pass at the general meeting of shareholders, a resolution for non-implementation of the gratis allocation of the Share Acquisition Rights shall be voted upon. Statements

~~Pursuant~~(1) toConsolidated ~~the~~Balance above, after the commencement of the procedures of the Plan, the Purchaser shall not execute the Purchase in the period up until the resolution for implementation or non-implementation of the gratis allocation of the Share Acquisition Rights has been voted upon by the board of directors, or where the abovementioned general meeting of shareholders is convened, until the resolution for implementation of the gratis allocation of the Share Acquisition Rights has been passed or not passed by such general meeting of shareholders. Sheets

Where (1) the board of directors votes upon a resolution for the implementation or non-implementation of the gratis allocation of the Share Acquisition Rights (including the withdrawal of the gratis allocation of the Share Acquisition Rights or the acquisition of the Share Acquisition Rights), (2) the board of directors votes upon a resolution for convocation of a meeting of general shareholders, or (3) a general meeting of shareholders’ resolution for the implementation or non-implementation of the gratis allocation of the Share Acquisition is voted upon, the board of directors shall promptly disclose the outline of such resolution and other information as determined as appropriate by the board of directors.


Accounts		Previous Fiscal Year as of March 31, 2012			Current Consolidated First Quarter as of June 30, 2012			Increase/(Decrease)
		Million Yen			Million Yen			Million Yen
(Assets)
I.	Current assets:
	Cash and cash equivalents		29,985			20,293			(9,692	)
	Time deposits		733			440			(293	)
	Marketable securities		5,179			4,942			(237	)
	Trade accounts		22,725			24,745			2,020
	Allowance for returns and doubtful receivables		(1,460	)		(2,070	)		(610	)
	Inventories		32,847			35,909			3,062
	Deferred income taxes		4,234			3,859			(375	)
	Other current assets		3,052			4,520			1,468

	Total current assets		97,295			92,638			(4,657	)

II.	Property, plant and equipment:

	Land		21,783			21,858			75
	Buildings and building improvements		60,077			60,514			437
	Machinery and equipment		14,039			14,236			197
	Construction in progress		22			21			(1	)
			95,921			96,629			708
	Accumulated depreciation		(46,843	)		(47,217	)		(374	)

	Net property, plant and equipment		49,078			49,412			334

III.	Other assets:

	Investments in affiliated companies		14,599			15,220			621
	Investments		34,064			32,451			(1,613	)
	Goodwill		10,367			20,766			10,399
	Other intangible assets		9,541			14,700			5,159
	Deferred income taxes		597			669			72
	Other		5,557			5,627			70

	Total other assets		74,725			89,433			14,708

	Total assets		221,098			231,483			10,385

9- 6 -

(3) Requirements for Gratis Allocation of the Share Acquisition Rights


Accounts		Previous Fiscal Year as of March 31, 2012			Current Consolidated First Quarter as of June 30, 2012			Increase/(Decrease)
		Million Yen			Million Yen			Million Yen
(Liabilities)
I.	Current liabilities:
	Short-term bank loans		5,780			18,057			12,277
	Notes and accounts payables:
	Trade notes		1,429			1,556			127
	Trade accounts		10,737			11,424			687
	Other payables		6,948			4,869			(2,079	)
			19,114			17,849			(1,265	)
	Accrued payroll and bonuses		6,411			5,088			(1,323	)
	Income taxes payable		1,747			1,122			(625	)
	Other current liabilities		2,555			5,558			3,003

	Total current liabilities		35,607			47,674			12,067

II.	Long-term liabilities:
	Liability for termination and retirement benefits		2,817			2,428			(389	)
	Deferred income taxes		7,085			7,794			709
	Other long-term liabilities		2,161			2,522			361

	Total long-term liabilities		12,063			12,744			681

	Total liabilities		47,670			60,418			12,748

	(Equity)

I.	Common stock		13,260			13,260			—
II.	Additional paid-in capital		29,447			29,457			10
III.	Retained earnings		141,370			140,178			(1,192	)
IV.	Accumulated other comprehensive income (loss):
	Foreign currency translation adjustment		(10,916	)		(10,839	)		77
	Unrealized gain (loss) on securities		4,197			2,606			(1,591	)
	Pension liability adjustment		(2,976	)		(2,864	)		112
V.	Treasury stock		(2,886	)		(2,889	)		(3	)

	Total Wacoal Holdings Corp. shareholders’ equity		171,496			168,909			(2,587	)
VI.	Noncontrolling interests		1,932			2,156			224

	Total equity		173,428			171,065			(2,363	)

	Total liabilities and equity		221,098			231,483			10,385

If the Purchase by the Purchaser is deemed to fall under any of the following, we will implement a gratis allocation of Share Acquisition Rights pursuant to a resolution of the board of directors or a general meeting of shareholders as stated in (f)- ~~of section (2)~~7 ~~“Procedures~~- ~~of the Plan” above.~~

As stated in (d) of section (2) “Procedures of the Plan” above, decisions regarding the fulfillment of the requirements below shall always be made following the determination of the Independent Committee:

(A) a Purchase where the Purchaser fails to provide the information, observe the Examination Period as stipulated in section (2) “Procedures of the Plan” above or comply with the procedures as prescribed by the Plan;

(B) if it is recognized that the Purchase by the Purchaser falls under any of the following categories, and it is reasonable to implement a gratis allocation of Share Acquisition Rights as a result of the evaluation and/or consideration of the information and/or materials provided by the Purchaser and the board of directors, as well as discussions and/or negotiations with the Purchaser:

(a) a Purchase that threatens to cause obvious harm to our corporate value and the common interests of the shareholders through any of the following actions or other similar actions:

(i) a buyout of shares for the purpose of requiring Wacoal Holdings Corp. to purchase such shares at an inflated price;

(ii) temporary control of our management to conduct business in such way as to achieve the interests of the Purchaser at our expense, such as a low-cost acquisition of our material assets;

(iii) diversion of our assets to secure or repay the debts of the Purchaser or its group companies;

(iv) temporary control of our management to effectuate the disposal of high-value assets that are not currently related to our business, and temporarily declaring high dividends from the proceeds of such disposal or selling the shares at a high price by taking advantage of the opportunity afforded by a rapid rise of share prices which is attributable to such dividends.

(b) a Purchase that effectively forces the shareholders to sell their shares, such as in a coerced two-tier purchase (i.e. the acquisition of shares including a public tender offer that does not offer to acquire all of the shares in the initial acquisition and sets unfavorable terms and conditions for the shareholders or does not set clear terms and conditions in the second acquisition);

(c) a Purchase that is to be carried out without granting us the time reasonably necessary to provide an alternative proposal regarding such Purchase;

(d) a Purchase that is to be carried out without providing our shareholders adequate information to allow them to make a reasonable determination with respect to the Required Information and other details of the Purchase;

(e) a Purchase that includes inadequate or inappropriate terms and conditions (including the amount and type of consideration, the timeframe, the legality of the method of the Purchase, the probability of the implementation of the Purchase, and policies for the treatment of our employees, contractors, clients and other interested parties of Wacoal Holdings Corp.) in light of our primary values;

(f) a Purchase that may damage our relationship with its employees, contractors or clients that are essential in creating Company value or our brand value and that may pose a material threat to our values and thus to the common interests of its shareholders.

(42) ~~Outline~~Consolidated ofQuarterly ~~Gratis~~Income ~~Allocation of the Share Acquisition Rights~~Statement

The outline of the gratis allocation of the Share Acquisition Rights to be implemented pursuant to the Plan is as follows (please see Exhibit 4 “Terms and Conditions of Gratis Allocation of the Share Acquisition Rights” for details concerning the Share Acquisition Rights):


Accounts		Previous Consolidated First Quarter (From April 1, 2011 to June 30, 2011)						Current Consolidated First Quarter (April 1, 2012 to June 30, 2012)						Increase/ (Decrease)
		Million Yen			%			Million Yen			%			Million Yen
I.	Net Sales		42,890			100.0			43,362			100.0			472
II.	Operating costs and expenses
	Cost of sales		19,890			46.4			19,881			45.8			(9	)
	Selling, general and administrative expenses		18,949			44.2			19,542			45.1			593

	Total operating expenses		38,839			90.6			39,423			90.9			584

	Operating income		4,051			9.4			3,939			9.1			(112	)
III.	Other income (expenses):
	Interest income		26						46						20
	Interest expense		(22	)					(32	)					(10	)
	Dividend income		426						399						(27	)
	Gain (loss) on sale or exchange of marketable securities and investments		40						(9	)					(49	)
	Valuation loss on investment in marketable securities and/or investment securities		(50	)					(64	)					(14	)
	Other profit and (loss), net		(1	)					(358	)					(357	)

	Total other income (expenses)		419			1.0			(18	)		(0.1	)		(437	)

	Pre-tax net income		4,470			10.4			3,921			9.0			(549	)
	Income taxes		2,034			4.7			1,749			4.0			(285	)

	Equity in net income of affiliated companies and net income before profit (loss) attributable to noncontrolling interests		2,436			5.7			2,172			5.0			(264	)
	Equity in net income of affiliated companies		395			0.9			641			1.5			246

	Net income		2,831			6.6			2,813			6.5			(18	)
	Profit and (loss) attributable to noncontrolling interests		(44	)		(0.1	)		(61	)		(0.2	)		(17	)

	Net income attributable to Wacoal Holdings Corp.		2,787			6.5			2,752			6.3			(35	)

(a3) ~~Number~~Consolidated ofQuarterly ~~Share~~Comprehensive ~~Acquisition~~Income ~~Rights~~Statement

The number of Share Acquisition Rights shall be separately determined by the board of directors or the Shareholders’ Meeting in a resolution relating to the gratis allocation of the Share Acquisition Rights (the “Gratis Allocation Resolution”) up to a maximum of twice the final number of our outstanding shares as of a certain date (the “Allocation Date”) as separately determined in the Gratis Allocation Resolution.


Accounts		Previous Consolidated First Quarter (From April 1, 2011 to June 30, 2011)			Current Consolidated First Quarter (April 1, 2012 to June 30, 2012)			Increase/ (Decrease)
		Million Yen			Million Yen			Million Yen
I.	Net income		2,831			2,813			(18	)

II.	Other comprehensive profit (loss) - after adjustment of tax effect:
	Foreign currency exchange adjustment		265			110			(155	)
	Net unrealized gain (loss) on securities		297			(1,593	)		(1,890	)
	Pension liability adjustment		76			112			36

	Total other comprehensive profit (loss)		638			(1,371	)		(2,009	)

	Comprehensive profit (loss)		3,469			1,442			(2,027	)
	Comprehensive profit (loss) attributable to non-controlling interests		(51	)		(92	)		(41	)

	Comprehensive profit (loss) attributable to Wacoal Holdings Corp.		3,418			1,350			(2,068	)

~~(b)~~- 8 - ~~Shareholders Eligible for Allocation of Share Acquisition Rights~~

We will implement a gratis allocation of the Share Acquisition Rights to those shareholders, other than us, who are registered or recorded in our final register of shareholders as of the Allocation Date up to a maximum of two Share Acquisition Rights for every one common stock of Wacoal Holdings Corp. held.

The effective date shall be a date to be separately determined in the Gratis Allocation Resolution.

(d) Number of Shares to be Acquired upon Exercise of the Share Acquisition Rights

The number of shares of our common stock9 (Book Entry Transfer System pursuant to paragraph 1, article 128 of the Law Concerning Book Entry Transfer of Corporate Bonds, Stock, etc. (Law No. 75 of 2001) is applied) to be acquired for every one Share Acquisition Right (the “Shares”) shall be one (1) share (unless otherwise adjusted) (the “Number of Share Acquisition Rights”).

9 Even in the case that we become a Corporation with Class Shares (Article 2(13) of the Corporate Law), (1) our shares issued upon the exercise of the Share Acquisition Rights and (2) shares delivered in exchange for the acquisition of Share Acquisition Rights shall mean the same type of share (common shares) currently issued by us at the commencement of the Ordinary General Meeting of Shareholders.

(e4) ~~The~~Consolidated ~~Amount~~Cash ofFlow ~~Property to be Contributed upon Exercise of the Share Acquisition Rights~~Statements

The contribution to be made upon exercise of the Share Acquisition Rights shall be in money, and the value of property per share of our common stock to be contributed upon the exercise of the Share Acquisition Rights shall be as least one (1) yen but not exceeding one-half (1/2) of the market value of one share of our common stock as separately determined in the Gratis Allocation Resolution.


Accounts				Previous Consolidated First Quarter (April 1, 2011 to June 30, 2011)			Current Consolidated First Quarter (April 1, 2012 to June 30, 2012)
				Million Yen			Million Yen
I.			Operating activities
	1.		Net income		2,831			2,813
	2.		Adjustments of net income to cash flow from operating activities
		(1)	Depreciation and amortization		1,152			1,082
		(2)	Allowance for returns and doubtful receivables		460			548
		(3)	Deferred taxes		1,178			519
		(4)	Gain (loss) on sale of fixed assets		32			6
		(5)	Gain (loss) on sale and exchange of marketable securities and investment securities		(40	)		9
		(6)	Valuation loss on investment in marketable securities and investment securities		50			64
		(7)	Equity in net income of affiliated companies (after dividend income)		(149	)		(120	)
		(8)	Changes in assets and liabilities
			Increase in receivables		(1,839	)		(14	)
			Decrease in inventories		170			140
			Increase in other current assets		(969	)		(950	)
			Decrease in payables and accounts payable		(1,373	)		(1,945	)
			Decrease in reserves for retirement benefits		(192	)		(265	)
			Increase (decrease) in other liabilities		(738	)		30
		(9)	Other		121			548

			Net cash flow from (used in) operating activities		694			2,465

II.			Investing activities
	1.		Increase in time deposits		(518	)		(120	)
	2.		Decrease in time deposits		893			413
	3.		Proceeds from sales and redemption of marketable securities		700			281
	4.		Acquisition of marketable securities		(780	)		(158	)
	5.		Proceeds from sales of fixed assets		14			15
	6.		Acquisition of tangible fixed assets		(586	)		(323	)
	7.		Acquisition of intangible fixed assets		(123	)		(184	)
	8.		Proceeds from sales of investments		—			82
	9.		Acquisition of investments		(88	)		(1,058	)
	10.		Acquisition of new subsidiary (net acquisition amount in cash)		—			(16,906	)
	11.		Other		70			2

			Net cash flow provided by (used in) investing activities		(418	)		(17,956	)

III.			Financing activities
	1.		Net increase in short-term bank loans		1,824			12,063
	2.		Financing from long-term debt		—			500
	3.		Repayment of long-term debt		(18	)		(2,608	)
	4.		Acquisition of treasury stock		(4	)		(3	)
	5.		Sale of treasury stock		0			0
	6.		Dividends paid in cash to Wacoal Holdings Corp.		(2,817	)		(3,944	)
	7.		Dividends paid in cash to the non-controlling interests		(45	)		(69	)
	8.		Other		7			—

			Net cash flow provided by (used in) financing activities		(1,053	)		5,939

IV.			Effect of exchange rate on cash and cash equivalents		(70	)		(140	)

V.			Decrease in cash and cash equivalents		(847	)		(9,692	)
VI.			Initial balance of cash and cash equivalents		26,316			29,985

VII.			Period end balance of cash and cash equivalents		25,469			20,293


Additional Information

			Cash paid for:
			Interest		19			30
			Income taxes, etc.		2,354			2,168
			Investment activities without cash disbursement:
			Acquisition amount of investment securities through stock swap		126			—
			Acquisition cost of fixed assets		—			313

~~The “market value” means an amount equivalent to the average closing price for regular transactions of our stock on the Tokyo Stock Exchange on each day during the ninety (90)~~- ~~day~~9 - ~~period prior to the Gratis Allocation Resolution~~

(f) Exercise Period of the Share Acquisition Rights

The commencement date will be a date on which the gratis allocation of the Share Acquisition Rights becomes effective or a date otherwise determined in the Gratis Allocation Resolution (such commencement date of the exercise period shall hereinafter be referred to as the “Commencement Date of the Exercise Period”). Additionally, the period will be between one and two months as determined in the Gratis Allocation Resolution.

Provided, however, that if we acquire Share Acquisition Rights pursuant to (ii) of paragraph (i) below, the exercise period for the Share Acquisition Rights subject to such acquisition shall be until the business day immediately preceding such acquisition date. In addition, the last day of the exercise period shall be the previous business day if the last day of the exercise period falls on a holiday of the bank handling the money to be paid in upon exercise of such rights.

(g) Terms and Conditions for Exercise

(i) A specified large shareholder10, (ii) joint shareholders of a specified large shareholder, (iii) a specified large purchaser11, (iv) persons having a special relationship with a specified large purchaser, (v) any transferee of or successor to the Share Acquisition Rights of any party falling under (i) through (iv) above without the approval of the board of directors, or (vi) any affiliate12 of any party falling under (i) through (vi) above (collectively, the parties falling under (i) through (vi) hereinafter referred to as the “Unqualified Parties”) may not exercise Share Acquisition Rights. Also, any nonresident who is required to follow the procedures for the exercise of the Share Acquisition Rights as prescribed by the applicable foreign laws and regulations may not exercise the Share Acquisition Rights, in principle (provided, however, that certain nonresidents who may be subject to the application of exemptions provided for by such foreign laws and regulations may exercise the Share Acquisition Rights and as described below in (ii) of paragraph (i), the Share Acquisition Rights of nonresidents will also be the target of the acquisition by us in consideration of our shares. Please see Exhibit 4 “Terms and Conditions of Gratis Allocation of Share Acquisition Rights” for details.)

10 “Specified large shareholders” (tokutei tairyo hoyusha) means, in principle, a holder of share certificates issued by us and whose percentage of ownership in respect of such share certificates is deemed to be 20% or more by the board of directors.

11 “Specified large purchaser” (tokutei tairyo kaitsukesha) means, in principle, a person who makes a public announcement of Purchase (here and hereafter in this footnote, as defined in Paragraph 1, Article 27-2 of FIEL) of share certificates (here and hereafter in this footnote, as defined in Paragraph 1, Article 27-2 of FIEL) issued by us through public tender offer and whose percentage of ownership of share certificates after such purchase (including similar ownership as prescribed in Paragraph 1, Article 7 of the Enforcement Order of the FIEL) is deemed by the board of directors to be 20% or more when combined with the percentage of ownership of share certificates of a person having a special relationship.

12 “Affiliate” (kanrensha) of a given party means a person deemed by the board of directors to substantially control, be controlled by, or be under common control with such given party, or a party deemed by the board of directors to act in concert with such given party. In addition, “Control” means to “control the determination of the financial and business policies” (as defined in Paragraph 3, Article 3 of the Enforcement Regulations of the Corporate Law) of other corporations or entities.

(h5) ~~Assignment~~Notes ofon ~~the~~Going ~~Share Acquisition Rights~~Concern

~~Any assignment of the Share Acquisition Rights requires the approval of the board of directors~~Not applicable.

(i6) ~~Acquisition~~Segment ~~of Share Acquisition Rights by Wacoal Holdings Corp.~~Information

(i) WeOperating ~~may,~~Segment at any time prior to the day immediately preceding the Commencement Date of the Exercise Period of the Share Acquisition Rights, acquire all Share Acquisition Rights without any consideration therefor on a certain date that is separately determined by the board of directors if such acquisition of the Share Acquisition Rights by us is deemed appropriate by the board of directors. Information

~~(ii) On a certain date as separately determined by the board of directors, we may acquire any and all Share Acquisition Rights held by the~~Previous ~~Unqualified~~Consolidated ~~Parties~~First ~~that~~Quarter ~~have~~(From not been exercised by the immediately preceding business day of such certain date as determined by the board of directors and may grant the Shares for every one Share Acquisition Right in exchange therefor. We may conduct such acquisition of the Share Acquisition Rights more than once. After the date of such acquisitionApril 1, in2011 ~~the event that the board of directors deem parties other than Unqualified Parties~~ to ~~exist among the shareholders of the Stock Acquisition Rights~~June 30, we2011) may, on a date later than the above date of acquisition as separately determined by the board of directors, acquire all of the Share Acquisition Rights held by such parties which have not been exercised as of the business day immediately prior to such date as determined by the board of directors. The same shall apply hereinafter.

(~~iii)~~Unit: ~~Any~~Million ~~other potential~~Yen) ~~acquisition by us and the terms and conditions thereof shall be separately governed in a Gratis Allocation Resolution.~~

(j) Others


	Wacoal business (Domestic)		Wacoal business (Overseas)		Peach John business		Other		Total		Elimination or corporate			Consolidated
Net sales
(1) Net sales to outside customers		28,552		5,848		3,398		5,092		42,890		—			42,890
(2) Internal sales or transfers among segments		797		1,495		48		1,238		3,578		(3,578	)		—

Total		29,349		7,343		3,446		6,330		46,468		(3,578	)		42,890

Operating income		2,818		722		289		222		4,051		—			4,051

~~Any other~~Current ~~terms~~Consolidated ~~and~~First ~~conditions~~Quarter of(From ~~the~~April 1, ~~Share~~2012 ~~Acquisition~~to ~~Rights~~June 30, ~~shall~~2012) ~~be separately governed in a Gratis Allocation Resolution.~~

~~Please~~(Unit: ~~see~~Million ~~Exhibit~~Yen) ~~3 “Terms and Conditions of Gratis Allocation of Share Acquisition Rights for the definitions and the details of the terms used above.~~


	Wacoal business (Domestic)		Wacoal business (Overseas)		Peach John business		Other		Total		Elimination or corporate			Consolidated
Net sales
(1) Net sales to outside customers		29,508		6,254		3,158		4,442		43,362		—			43,362
(2) Internal sales or transfers among segments		549		1,840		53		1,392		3,834		(3,834	)		—

Total		30,057		8,094		3,211		5,834		47,196		(3,834	)		43,362

Operating income		2,536		916		176		311		3,939		—			3,939


(Note)	1.	Core products of respective businesses:
		Wacoal business (Domestic):	innerwear (foundation, lingerie, nightwear and children’s innerwear), outerwear, sportswear, hosiery, etc.
		Wacoal business (Overseas):	innerwear (foundation, lingerie, nightwear and children’s innerwear), outerwear, sportswear, hosiery, etc.
		Peach John business:	innerwear (foundation, lingerie, nightwear and children’s innerwear), outerwear, and other textile-related products, etc.
		Other:	innerwear (foundation, lingerie, nightwear and children’s innerwear), outerwear, sportswear, other textile-related products, mannequins, shop design and implementation, etc.
	2.	Asset-related information by operating segment:
		During the current consolidated first quarter, the amount of asset in “Other” segment increased 23,558 million yen from the amount of such assets as of the end of the previous fiscal year, as a result of making Eveden Group Limited and its subsidiary our wholly-owned subsidiaries. Accordingly, the amount of asset in “Other” segment as of the end of the current consolidated first quarter was 44,124 million yen.

- 10 -

(5ii) ~~Effective~~Segment ~~Period,~~Information ~~Termination~~by ~~and Change of the Plan~~Region

~~The effective period of the Plan, as with the effective period of the Basic Policy, shall expire upon the termination of the Basic Policy and will expire upon the conclusion of the ordinary general~~Previous ~~meeting~~Consolidated ofFirst ~~shareholders~~Quarter ~~held at the end of the fiscal year ending within three~~ (~~3) years~~From ~~after the conclusion of the Shareholders’ Meeting. Notwithstanding the foregoing~~April 1, ~~the~~2011 ~~Basic Policy may be changed or terminated by and pursuant~~ to ~~the resolution of the general meeting of shareholders if so resolved~~June 30, ~~even~~2011) if the effective period has not expired. In such case, the Plan shall be promptly changed or terminated to reflect such change to the Basic Policy. Furthermore, the Plan shall be terminated by and pursuant to the resolution of our board of directors, which is comprised of the directors elected at our general meeting of shareholders, if so resolved by the board of directors.

The board of directors may, even if the effective period of the Plan has not expired, make amendments or changes to the Plan with the approval of the Independent Committee if it does not conflict with the Basic Policy (~~including~~Unit: inMillion the event of enactments, improvements, or elimination of laws and regulations relating to the Plan, or rules and regulations relating to the listing of securities etc., and where it is appropriate to reflect such change; and where it is appropriate to change the wording for reasons such as typographical errors and omissions, where disadvantages to our shareholders are not created, etc.Yen)

We will promptly disclose information of the termination, amendments to, or changes of the Plan and of the details of the changes (if applicable) and other information.


	Japan			Asia			Europe/N.A.			Consolidated
Net sales to outside customers		36,855			2,737			3,298			42,890
Distribution ratio		85.9	%		6.4	%		7.7	%		100.0	%

Operating income		3,389			179			483			4,051

14Current Consolidated First Quarter (From April 1, 2012 to June 30, 2012)

(Unit: Million Yen)


	Japan			Asia			Europe/N.A.			Consolidated
Net sales to outside customers		36,902			3,052			3,408			43,362
Distribution ratio		85.1	%		7.0	%		7.9	%		100.0	%

Operating income		3,077			309			553			3,939


(Note)	1.	Countries or areas are classified according to geographical proximity.
	2.	Major countries and areas included in the respective segments other than Japan:
		Asia: various countries of East Asia and Southeast Asia
		Europe/N.A.: North America and European countries
	3.	Sales are classified according to the locations of the consolidated companies.

(7)	Notes on Significant Changes in the Amount of Total Shareholders’ Equity

Not applicable.

(8)	Status of Sales


Type of product		Previous First Quarter (April 1, 2011 to June 30, 2011)				Current First Quarter (April 1, 2012 to June 30, 2012)				Increase/(Decrease)
Type of product		Amount		Distribution Ratio		Amount		Distribution Ratio		Amount			Distribution Ratio
		Million Yen		%		Million Yen		%		Million Yen			%
Innerwear	Foundation and lingerie		30,579		71.3		31,814		73.4		1,235			4.0
	Nightwear		2,488		5.8		2,647		6.1		159			6.4
	Children’s underwear		480		1.1		495		1.1		15			3.1
	Subtotal		33,547		78.2		34,956		80.6		1,409			4.2
Outerwear/Sportswear			4,221		9.9		3,749		8.7		(472	)		(11.2	)
Hosiery			511		1.2		444		1.0		(67	)		(13.1	)
Other textile goods and related products			2,162		5.0		1,926		4.4		(236	)		(10.9	)
Other			2,449		5.7		2,287		5.3		(162	)		(6.6	)
	Total		42,890		100.0		43,362		100.0		472			1.1

- 11 -

[Exhibit 2.] ~~Impact on Shareholders and Investors~~

~~(1)~~[English ~~Impact~~Translation] ~~on Shareholders and Investors at the Time of Renewal of the Plan~~

~~As no actual gratis allocation of Share Acquisition Rights will occur at the time of renewal of the Basic Plan~~July 31, ~~there~~2012 ~~will be no direct or concrete impact on the rights and interests of the shareholders or investors.~~

~~(2)~~To ~~Impact~~Whom onIt ~~Shareholders~~May ~~and~~Concern: ~~Investors at the Time of a Gratis Allocation of Share Acquisition Rights~~

~~Upon~~WACOAL ~~the~~HOLDINGS ~~implementation~~CORP. ofYoshikata aTsukamotoPresident ~~gratis allocation of Share Acquisition Rights in accordance with the procedures under the Plan, Share Acquisition Rights will be allotted gratis to the shareholders as of such Allocation Date~~ and atRepresentative ~~such~~Director ~~rate~~(Code asNumber: separately determined in a Gratis Allocation Resolution, up to a maximum of two Share Acquisition Rights for each share held. If shareholders fail to pay the amount equivalent to the exercise price or otherwise to implement the procedures to exercise their Share Acquisition Rights during the exercise period of Share Acquisition Rights as described below in (b3591) ~~of section~~ (~~3) “Necessary~~Tokyo ~~procedures~~Stock ~~for shareholders upon a Gratis Allocation of Share Acquisition Rights”~~Exchange, ~~our~~First ~~shares held by such shareholders will be diluted by the exercise of Share Acquisition Rights by other shareholders. However, we may, as described in (c~~Section) of ~~section~~ (~~3) “Necessary~~Osaka ~~procedures~~Securities ~~for shareholders upon a Gratis Allocation of Share Acquisition Rights”~~Exchange, ~~acquire~~First ~~Share~~Section) ~~Acquisition~~For ~~Rights~~Inquiries: ~~from~~Ikuo ~~shareholders~~Otani ~~other~~Senior ~~than~~Managing ~~Unqualified~~Director ~~Parties,~~andGeneral ~~and,~~Manager ~~in exchange, deliver our ordinary shares. In such case, shareholders other than Unqualified Parties will receive our shares in consideration~~ of ~~Share~~Corporate ~~Acquisition~~Planning ~~Rights~~(Telephone: ~~acquired by us without exercising their Share Acquisition Rights, and although the per~~075-~~share value of our shares will be diluted, the total value held by such shareholders will not be diluted.~~ 682-1010)

~~Further,~~Announcement ~~even~~Regarding ~~after~~Stock aOption ~~Gratis~~Grants ~~Allocation Resolution is adopted, we must give the utmost respect to the recommendation provided by the Independent Committee pursuant to Part 1. section~~ (~~2)(d) above,~~Stock ~~and may cancel a gratis allocation of the Share~~ Acquisition Rights) prior to the effective date of such gratis allocation, or if after the effective date of such gratis allocation, may acquire the Share Acquisition Rights without any consideration therefor prior to the first day of the exercise period of the Share Acquisition Rights. In such case, the per-share value of our shares will not be diluted. Accordingly, the shareholders or investors who have sold or purchased our shares on the precondition that dilution of the per-share value of our shares may take place will be subject to the fluctuation of our share prices.

We hereby announce that our board of directors (3the “Board”) ~~Necessary~~resolved ~~Procedures~~at ~~for~~a ~~Shareholders~~meeting ~~upon~~held aon ~~Gratis~~July 31, ~~Allocation~~2012 to issue and offer stock options in the form of ~~Share~~stock ~~Acquisition~~acquisition ~~Rights~~rights as follows:

~~(a)~~Details ~~Procedures for the Allocation of Share Acquisition Rights~~

~~Upon the Gratis Allocation Resolution of the board of directors or the Shareholders’ Meeting, we will make a public notice of the Allocation Date~~I. InReason such case, those shareholders other than those who are registered or recorded in our final register of shareholders as of the Allocation Date (the “Entitled Shareholders”) automatically become entitled as of the effective date of such gratis allocation, and thus procedures for ~~application,~~ ~~etc.~~Granting ~~are~~Stock ~~unnecessary.~~Acquisition Rights

15We will issue stock acquisition rights to our directors (excluding outside directors) and the directors of Wacoal Corporation, our subsidiary, so that the directors can share in the potential benefit of an increase in stock value as well as bear the risk of a decline in stock value as a further incentive to improve our stock price and corporate value.

II.	Terms and Conditions of the Stock Acquisition Rights (Eligible Recipients: our directors, excluding outside directors)

Name of the Stock Acquisition Rights: Wacoal Holdings Corp. Ninth Stock Acquisition Rights

Total Number of Stock Acquisition Rights: 53

The total number of stock acquisition rights above is the expected number to be granted. If the number of stock acquisition rights to be granted turns out to be less than the number shown above because of a shortage of applications or other circumstances, the number of stock acquisition rights issued will be the actual number of stock acquisition rights to be granted.

Class and Number of Shares to be Issued upon the Exercise of the Stock Acquisition Rights

The class of shares to be issued upon the exercise of the stock acquisition rights will be our common stock, and the number of shares to be issued for each stock acquisition right (the “Conversion Ratio”) will be 1,000.

In the event that we conduct a stock split (including the gratis allocation of shares of our common stock; hereinafter the same) or a reverse split of its common stock, the Conversion Ratio will be adjusted in accordance with the following formula:

~~(b)~~Adjusted ~~Procedures~~ConversionRatio ~~for~~= ~~Exercise~~Conversion Ratio prior to adjustment X Ratio of ~~Share~~stock ~~Acquisition~~split ~~Rights~~orreverse stock split

AsThis aadjustment ~~general rule, we~~ will ~~deliver~~apply anfrom ~~exercise~~the ~~request~~day ~~form~~following ~~for~~ the ~~Share~~record ~~Acquisition~~date ~~Rights (~~in the ~~form~~case ~~prescribed~~of bya usstock ~~describing~~split ~~the terms~~ and ~~number of the Share Acquisition Rights to be exercised,~~from the ~~exercise~~day ~~date~~on ofwhich the ~~Share~~reverse ~~Acquisition~~stock ~~Rights,~~split orbecomes ~~other~~effective ~~necessary~~in ~~information~~the ~~such~~case ~~as that~~ of ~~the~~a ~~relevant~~reverse ~~account~~stock ~~for~~split. ~~the transfer of depositary shares~~However, ~~representations and warranties~~ in ~~which~~ the ~~shareholders~~event ~~represent and warrant~~ that ~~the conditions~~we ~~for~~conduct ~~the~~a ~~exercise~~stock ofsplit ~~the Share Acquisition Rights will be satisfied, as well as indemnity clauses and other pledges) and other documents~~ that ~~are~~is ~~necessary~~conditioned ~~for~~on ~~the~~approval ~~exercise~~at ofa ~~the~~general ~~Share~~meeting ~~Acquisition Rights to the Entitled Shareholders. After the gratis allocation~~ of ~~the~~our ~~Share Acquisition Rights, in principle, the~~ shareholders ~~will be issued one (1) share for every one (1) Share Acquisition Right; upon submission~~ of ~~the~~an ~~exercise~~increase ~~request form for the Share Acquisition~~in ~~Rights~~stockholders’ ~~(and~~equity ~~such~~or ~~necessary~~additional ~~documents~~paid-in ascapital ~~determined~~ by ~~us)~~decreasing ~~within~~ the ~~exercise~~amount ~~period~~ of ~~the~~surplus, ~~Share Acquisition Rights~~ and ~~before~~provided that the ~~effective~~record date offor ~~the gratis allocation of~~ such ~~Share~~stock ~~Acquisition~~split ~~Rights,~~is ~~upon~~set ~~receipt~~prior ofto ~~such exercise requests (and such necessary documents) at~~ the ~~place~~conclusion of ~~acceptance for~~ such ~~exercise~~general ~~requests~~meeting ~~pertaining~~of ~~to the Share Acquisition Rights~~shareholders, ~~and~~from ~~upon~~the ~~payment~~day tofollowing ~~such~~the conclusion ~~place~~ of ~~acceptance of~~ such ~~exercise~~general ~~requests~~meeting anof ~~amount~~shareholders ~~equivalent to~~ the ~~exercise~~adjustment ~~price~~will ~~determined in~~apply ~~the~~retroactively ~~Gratis~~from ~~Allocation Resolution, which amount shall be within~~ the ~~range~~day offollowing ~~one (1) yen and one-half (1/2) of~~ the ~~fair~~record ~~market value of our stock per Share Acquisition Right~~date.

~~(c)~~In ~~Procedures~~addition ~~for~~to the ~~Acquisition~~above, ofthe ~~Share~~Conversion ~~Acquisition~~Ratio ~~Rights~~shall bybe ~~Wacoal~~reasonably ~~Holdings~~adjusted ~~Corp~~as may be required in unavoidable circumstances.

IfAny ~~the~~fractional ~~board~~shares ofwhich ~~directors~~result determines to acquire the Share Acquisition Rights, we will acquire the Share Acquisition Rights on a certain date as separately determined by the board of directors following procedures required under the Corporate Law. In the event we acquire the Share Acquisition Rights from the ~~shareholders~~above ~~other~~adjustment ~~than the Unqualified Parties such shareholders~~ will, in principle, receive one (1) share of Wacoal Holdings Corp. for every one (1) Share Acquisition Right as consideration for our acquisition of those Share Acquisition Rights, without paying an amount equivalent to the exercise price. Further, such shareholders will be ~~separately~~rounded ~~requested~~down to ~~submit necessary information such as that of~~ the ~~relevant~~nearest ~~account~~whole for the book-entry transfer of depositary shares, a written oath prescribed by us describing the representations and warranties in which such shareholders do not fall under Unqualified Parties, indemnity clauses and other pledgesshare.

InFurthermore, ~~addition~~in tothe case of any adjustment of the ~~above~~Conversion Ratio, ~~the~~we ~~details~~shall ~~concerning~~make ~~the~~any ~~method~~necessary ofnotification ~~allocation~~or announcement to each of the ~~Share~~holders ~~Acquisition~~of ~~Rights,~~stock ~~method~~acquisition ofrights ~~exercise~~who ~~and~~are ~~our~~registered ~~method~~as holders of stock acquisition ~~will~~rights be(“Optionholders”) ~~disclosed~~no orlater ~~announced~~than tothe day immediately preceding the ~~shareholders~~ ~~upon~~day ~~confirmation~~on which the ~~Gratis~~adjusted ~~Allocation~~Conversion ~~Resolution~~Ratio becomes effective. However, if we are unable to provide such notification or announcement by such date, we shall provide prompt notification or announcement thereafter.

164. Amount Capitalized upon Exercise of Stock Acquisition Rights

The amount capitalized upon the exercise of each stock acquisition right shall be calculated by multiplying (i) the exercise price of one (1) yen per share to be paid upon exercise of the stock acquisition rights and (ii) the Conversion Ratio.

Exercise Period for Stock Acquisition Rights

September 4, 2012 to September 3, 2032.

Matters concerning Increases in Capital Stock and Additional Paid-in Capital in the Case of an Issuance of Shares due to the Exercise of Stock Acquisition Rights

(1)

In the event that shares are issued due to the exercise of stock acquisition rights, shareholders’ equity shall be increased by half the limit for increases in common stock which are calculated in accordance with Article 17-1 of the Japanese Company Accounting Regulations. Any amount less than one (1) yen shall be rounded up to the nearest yen.

(2)

In the event that shares are issued due to the exercise of stock acquisition rights, additional paid-in capital shall be increased by the amount remaining after deducting the increase in the limit for increase in common stock stipulated in (1) above.

Limitation on the Acquisition of Stock Acquisition Rights by Transfer

The acquisition of stock acquisition rights by transfer shall be subject to approval by resolution of the Board.

Provisions for the Acquisition of Stock Acquisition Rights

In the event that any of the following is approved at a general meeting of our shareholders (or, when shareholder approval is not necessary, in the event that the Board or the representative executive officer approves of any of the following), we may acquire stock acquisition rights without compensation on a date separately specified by the Board:

3.(1) ~~Reasonableness~~a ofproposed ~~the~~merger ~~Plan~~agreement under which we are to be dissolved;

(12) ~~The~~a ~~Plan~~proposed iscorporate indivision ~~accordance~~agreement ~~with~~or ~~the~~plan ~~Basic~~under ~~Policy~~which ~~regarding~~we ~~Parties~~would ~~controlling~~be ~~the Decisions of Financial and Business Policies of Wacoal Holdings Corp.~~split;

In(3) ~~the~~a ~~event~~proposed ~~that~~share ~~our~~transfer ~~shares~~agreement are purchased, the Plan serves to: enable shareholders to make decisions with respect to whether to accept such purchase, enable the board of directors to secure information and time necessary for making alternative proposals to shareholders or toplan ~~negotiate~~that ~~and~~makes ~~consult~~us ~~with~~ a ~~Purchaser~~wholly onowned behalf of the shareholders, and is therefore in accordance with the Basic Policy regarding Parties controlling the Decisions of Financial and Business Policies of Wacoal Holdings Corp. (please see the press release dated May 15, 2012 “Renewal of Basic Policy for Measures against the Acquisition of a Substantial Shareholding of Wacoal Holdings Corp. (i.e. Defensive Measures against Takeovers” for details)). subsidiary;

(24) ~~The~~a ~~Plan~~proposed ~~does~~amendment ~~not~~of ~~undermine~~ the ~~common~~Articles ~~interests~~ of ~~the~~Incorporation ~~Shareholders~~to ~~and~~add ~~moreover~~a provision that prescribes that we, ~~does~~with ~~not~~respect ~~aim~~to all of its issued shares, shall be required to ~~maintain~~obtain the ~~position~~approval of our ~~officers.~~shareholders for the acquisition of such shares by transfer;

(a5) ~~Full~~a ~~Compliance~~proposed ~~with~~approval ~~Requirements~~for an amendment of ~~Guidelines~~the Articles of Incorporation to add a provision that prescribes that we shall be required to obtain the approval of our shareholders for ~~Defensive~~the ~~Measures~~acquisition ~~against~~of ~~Takeovers~~the shares to be issued upon the exercise of stock acquisition rights by transfer or that we shall obtain all of the shares of said class by a resolution of the general meeting of shareholders.

~~The~~9. ~~Basic~~ Policy isto inDetermine ~~full compliance with~~ the ~~three~~Cancellation ~~principles~~of ~~set~~Stock ~~forth~~Acquisition byRights ~~the~~upon ~~“Guidelines~~Organizational ~~concerning~~Restructuring ~~Defensive Measures against Takeovers for Securing or Enhancing Corporate Value~~ and ~~the~~Issuance ~~Common Interests~~ of ~~Shareholders”~~Stock ~~published~~Acquisition Rights by the ~~Ministry~~Surviving ~~of Economy, Trade and Industry and the Ministry of Justice on May 27, 2005.~~ Company

In the event that we conduct a merger (blimited to a merger that would result in our dissolution), absorption-type ~~Focus~~demerger, incorporation-type demerger, stock swap or share transfer (hereinafter collectively referred to as an “Organizational Restructuring”), stock acquisition rights of the joint stock companies (kabushiki kaisha) listed in Article 236, Paragraph 1, Item 8, (a) through (e) of the Company Law (the “Surviving Company”) shall be granted to each holder of stock acquisition rights remaining immediately prior to the Organizational Restructuring takes effect (the “Residual Stock Acquisition Rights”) (i.e. for an absorption-type demerger, the date on ~~Shareholders’~~which ~~Intentions~~the demerger takes effect; for an incorporation-type demerger, the date on which the new company is incorporated; for a stock swap, the date on which the stock swap takes effect; and for share transfer, the date on which the wholly-owning parent company is incorporated by share transfer) in accordance with the following terms and conditions. In such case, the Remaining Stock Acquisition Rights shall be cancelled, and the Surviving Company shall issue new stock acquisition rights; provided, however, that this shall be limited to the case where the grant of stock acquisition rights of the Surviving Company pursuant to the following conditions is stipulated in the absorption-type demerger agreement, incorporation-type demerger agreement, merger and spin-off agreement, new spin-off plan, stock swap agreement or share transfer plan:

~~The Plan has been renewed upon the resolution to approve the Basic Policy at the Shareholders’ Meeting. Further, as stated in Section 1.~~ (51) ~~“Effective~~ ~~Period,~~Number ~~Termination and Change~~ of ~~the~~Stock ~~Plan”~~Acquisition ~~above,~~Rights ~~the Plan has a so-called “sunset clause” setting forth an effective period~~ of ~~three (3) years, and it also provides that it may be amended or terminated by resolution of our shareholders, even if such effective period has not yet expired. In addition, even during~~ the ~~effective~~Surviving ~~period~~Company ofto ~~the Basic Policy, the Plan may~~ be terminated by the resolution of our board of directors that consists of the directors elected by our shareholders. Therefore, the introduction and the termination of the Plan will be based on the intentions of the shareholders. Granted:

~~(c)~~The ~~Focus~~number onof ~~Judgment~~stock ofacquisition ~~Independent,~~rights ~~Outside~~to ~~Persons~~be ~~and~~granted ~~Information~~shall ~~Disclosure~~be equal to the number of Residual Stock Acquisition Rights.

~~Following~~(2) ~~the~~Class ~~renewal~~ of ~~the~~Shares ~~Plan,~~of the ~~Independent~~Surviving ~~Committee~~Company ~~shall continue~~ to ~~make~~be ~~substantial~~Issued ~~decisions~~upon ~~regarding~~Exercise ~~the operation~~ of the ~~Basic~~Stock ~~Plan, such as the implementation of a gratis allocation of Share~~ Acquisition Rights ~~for the benefit of the shareholders in order to prevent the board of directors from making an arbitrary decision.~~ :

~~The~~Common ~~Independent~~stock ~~Committee shall be composed~~ of three or more members who shall be appointed from our outside directors, outside statutory auditors or independent experts, all of whom shall be independent from our executive officers (as stated in Part 1. section (1) “Outline of the ~~Plan”~~Surviving ~~(d) above, Messrs~~Company. ~~Mamoru Ozaki, Tomoharu Kuda and Naoto Nakamura were appointed as the members of the Independent Committee upon the renewal of the Plan).~~

~~In the event of a Purchase, as described above in section~~ (23) of ~~Part~~Number ~~1. “Procedures~~ of ~~the~~Shares ~~Plan”, such Independent Committee shall, in accordance with the rules~~ of the ~~Independent~~Surviving ~~Committee,~~Company ~~make substantial decisions such as whether such Purchase is detrimental~~ to ~~our~~be ~~corporate~~Issued ~~value~~upon ofExercise ~~and the common interests~~ of the ~~shareholders,~~Stock ~~and~~Acquisition ~~the board of directors shall make decisions as an organization under the Corporate Law, giving the utmost respect to such decisions.~~ Rights:

~~The~~To ~~Independent~~be ~~Committee~~determined ~~shall~~pursuant ~~strictly monitor the situation~~ to ~~prevent~~Section 3 ~~the~~above ~~board~~after oftaking ~~directors~~into ~~from~~consideration ~~making an arbitrary decision concerning~~ the ~~implementation~~terms of a gratis allocation of Share Acquisition Rights. In addition, the outline for the decisions by the Independent Committee will be disclosed to the shareholders to ensure that the operation of the Plan promotes our corporate value and ~~the~~conditions ~~common interests~~ of the ~~shareholders~~Organizational Restructuring.

17(4) Amount Capitalized upon Exercise of Stock Acquisition Rights:

The amount capitalized upon the exercise of each stock acquisition right to be granted shall be the amount paid after restructuring as prescribed below multiplied by the number of shares of the Surviving Company to be issued upon the exercise of the stock acquisition rights as determined in accordance with (3) above. The amount paid after restructuring shall be one (1) yen per share of the Surviving Company which may be granted upon exercise of each stock acquisition right to be granted.

(d5) ~~Establishment~~Exercise ofPeriod ~~Reasonably~~for ~~Objective~~Stock ~~Requirements~~Acquisition Rights:

AsFrom ~~described~~the inlater ~~Part~~of ~~1. section~~ (2i)~~(d)~~ ~~and Part 1. section (3) above,~~ the ~~Plan~~starting isdate ~~constituted~~of ~~so that~~ the ~~Share~~exercise ~~Acquisition~~period ~~Rights~~for ~~will~~stock ~~not~~acquisition berights ~~granted~~as ~~unless~~stipulated ~~reasonable,~~in ~~detailed~~Section 5 above and ~~objective requirements~~(ii) the ~~have~~effective ~~been~~date ~~satisfied.~~of ~~Thus~~Organizational Restructuring, itand lasting isuntil ~~considered~~the ~~that~~expiration adate ~~scheme~~for ~~will~~the beexercise ~~established~~of tostock ~~prevent~~acquisition ~~any~~rights ~~arbitrary~~as ~~implementation~~stipulated byin ~~the~~Section 5 ~~board of directors~~above.

(e6) ~~Opinion~~Matters concerning Increases in Capital Stock and Additional Paid-in Capital in the Case of ~~Outside~~an ~~Experts~~Issuance of Shares due to the Exercise of Stock Acquisition Rights:

AsTo ~~stated~~be indetermined ~~Part~~pursuant 1.to ~~section (2)(c)~~Section ~~above,~~6 if there is a Purchaser, the Independent Committee may receive advice from independent outside experts (including financial advisors, legal counsel, certified public accountants, consultants and other experts) at our costabove. ~~This will strongly ensure fair and/or objective judgments by the Independent Committee.~~

(f7) ~~Term~~Restrictions ofon ~~Office~~the Acquisition of ~~Our~~Stock ~~Director~~Acquisition isRights ~~One~~by ~~Year~~Transfer:

The ~~term~~acquisition of ~~office~~stock ofacquisition ~~Company’s~~rights ~~director~~by transfer shall be ~~one~~subject ~~(1) year.~~to ~~Therefore,~~approval ~~even~~by ~~during~~resolution ~~the effective period~~ of the ~~Plan,~~board ~~the~~of ~~intentions~~directors of the ~~shareholders~~Surviving ~~will be sufficiently reflected in the Basic Policy and the Plan through the election of our directors every year~~Company.

(g8) NoProvisions ~~Dead-Hand~~for orthe ~~Slow-Hand~~Acquisition ~~Defensive~~of ~~Measures~~Stock ~~against~~Acquisition ~~Takeovers~~Rights:

AsTo ~~described in the “Effective Period, Termination and Change of the Plan” under 1.(5) above, the Plan is designated in a way so that it may~~ be ~~terminated~~determined atpursuant a meeting of our board of directors, which can include directors who are nominated by any person acquiring a substantial shareholding of Wacoal Holdings Corp. and are elected at the meeting of shareholders. Therefore, the Plan is not a dead-hand defensive measure against takeovers (a defensive measure that prevents the Plan from being implemented even if a majority of the members of our board of directors are replaced). In addition, because we do not have a staggered term of office for directors, the Plan is not a slow-hand defensive measure against takeovers (a defensive measure that requires time to ~~prevent~~Section 8 ~~the Plan from being implemented because members of our board of directors cannot be replaced at once)~~above.

-(9) ~~End~~Other -Conditions for the Exercise of Stock Acquisition Rights:

18To be determined pursuant to Section 11 below.

10.

Fractions of Less than One (1) Share Arising upon the Exercise of Stock Acquisition Rights

Fractions of less than one (1) share in the number of shares to be granted to Optionholders who exercise their stock acquisition rights shall be rounded down.

11.

Other Conditions relating to the Exercise of Stock Acquisition Rights

(1)

Optionholders may exercise their stock acquisition rights in the event that they lose their status as director (including officers of a company that has adopted the committee system), auditor or executive officer of Wacoal Holdings Corp. and Wacoal Corporation (the “Date of Loss of Status”); provided, however, that in such case, such Optionholder may only exercise his or her stock acquisition rights until the earlier of (i) the expiration date as stipulated in Section 5 above and (ii) the five (5) year anniversary of the day after the Date of Loss of Status (the “Exercise Start Date”).

(2)

Notwithstanding the foregoing, during the period set forth in Section 5 above, the Optionholders may exercise their stock acquisition rights in the following cases (for item (ii), excluding the case where the stock acquisition rights of the Surviving Company are granted to the Optionholders pursuant to Section 9 above) only during the respective periods designated below:

(i)

if the Exercise Start Date of the Optionholder has not occurred by September 1, 2031

From September 2, 2031 until September 3, 2032.

(ii)

if the general meeting of our shareholders approves a merger agreement pursuant to which we are to be dissolved or a stock swap agreement or share transfer plan that makes us a wholly owned subsidiary (or, in the event a resolution of the general meeting of shareholders is not required, if a resolution of the Board or determination by our chief executive officer is passed):

~~Exhibit~~For 1fifteen (15) days from the day after the date of said approval.

~~Our~~(3) ~~Shareholding~~If ~~Summary~~an ~~(as~~Optionholder ofwaives ~~March 31~~his or her stock acquisition rights, ~~2012)~~such Optionholder may not exercise said Stock Acquisition Rights.

112. ~~Total~~Amount ~~number~~to ofbe ~~authorized~~Paid ~~shares:~~for ~~500,000,000~~Stock ~~shares~~Acquisition Rights

2.The ~~Total~~amount ~~number~~to ofbe ~~issued~~paid ~~and~~for ~~outstanding~~stock ~~shares:~~acquisition ~~143,378,085~~rights ~~shares~~shall be the amount determined from the Black Scholes Option Pricing Model as described below multiplied by the Conversion Ratio:

LOGO

~~3. Total number of shareholders~~Where: ~~15,154 shareholders~~

LOGO

4.(1) ~~Major~~Option ~~shareholders~~price ~~(top~~per 10share (C):.

Name of shareholder	Number of shares ofWacoal HoldingsCorp. held byshareholder		ShareholdingPercentage
	(Thousands of shares)		(%)
The Bank of New York Mellon, as depository bank for depository receipt holders		11,426		8.11	%
The Bank of Tokyo-Mitsubishi UFJ, Ltd.		6,990		4.96	%
Meiji Yasuda Life Insurance Company		6,796		4.82	%
Japan Trustee Services Bank, Ltd. (Trust Account)		5,723		4.06	%
Nippon Life Insurance Company		5,245		3.72	%
Mika Okada		4,907		3.48	%
The Bank of Kyoto, Ltd.		4,705		3.34	%
The Shiga Bank, Ltd.		3,646		2.58	%
The Master Trust Bank of Japan, Ltd. (Trust Account)		3,633		2.57	%
Mitsubishi UFJ Trust and Banking Corporation		3,050		2.16	%

(2)

Stock Price (S): The closing price of Wacoal stock on the Tokyo Stock Exchange on September 3, 2012 (or, if there is no final trading price on such date, the reference price with respect to the next trading day).

(~~Note~~3) ~~The~~Exercise ~~shareholding~~Price ~~percentage~~(X): is1 ~~calculated by using the number of issued shares as of the end of this fiscal year excluding the number of shares of treasury stock held by us~~yen.

19(4) Expected time to expiration (T): 3 years and 1 month.

(5)

Volatility (s): The volatility of our stock based on the daily closing price for 3 years and 1 month from August 3, 2009 to August 31, 2012.

(6)

Risk-free interest rate (r): the rate of interest on government bonds for the number of years that corresponds to the remaining life of the option.

(7)

Dividend rate (q): The per share dividend (based on dividends actually paid over the most recent 12 month period (i.e. the dividend payment as of March 2012)) divided by the stock price as set forth in (2) above.

(8)

Standard normal cumulative distribution function (N).

*The amount calculated pursuant to the above formula is the fair value of the stock acquisition rights and is not evidence of a discounted issuance.

*We shall be deemed to owe remuneration to the eligible recipient in cash in the amount equivalent to the fair value of the stock acquisition right granted, and the right to receive such remuneration shall be offset against the obligation to pay the fair value as determined by the above formula of the stock acquisition rights granted.

13.

Allotment Date of Stock Acquisition Rights

September 3, 2012.

14.

Payment Date for Stock Acquisition Rights

September 3, 2012.

~~Exhibit~~15. 2Number of Stock Acquisition Rights to be Allotted and Number of Eligible Recipients

~~Outline~~Fifty-three of(53) stock ~~Regulations~~acquisition ofrights ~~Independent~~will ~~Committee~~be allotted to our five (5) directors.

-III. ~~The~~Terms ~~Independent~~and ~~Committee~~Conditions ~~shall~~of beStock ~~established~~Acquisition byRights ~~resolution~~(Eligible Recipients: directors of ~~the~~Wacoal ~~board~~Corporation, ofour ~~directors.~~subsidiary)

-1. ~~The~~Name ~~Independent Committee shall be composed~~ of ~~three or more members, and~~ the ~~board~~Stock ofAcquisition ~~directors~~Rights: ~~shall~~Wacoal ~~elect~~Holdings ~~the members from (i) our outside directors, (ii) our outside statutory auditors or (iii) other outside experts who are independent from our executive management~~Corp. ~~Notwithstanding~~Tenth ~~the~~Stock ~~foregoing,~~Acquisition such experts must be experienced company managers, persons with a governmental background, legal counsel, certified public accountants or academic experts or other persons with similar qualifications, and must also have executed with us an agreement separately designated by the board of directors that contains a provision that prescribes the duty of care of a good manager or similar provision.Rights

- Unless otherwise determined by a resolution of the board of directors, the term of office of members of the Independent Committee shall expire upon the conclusion of the ordinary general meeting of shareholders held in respect of the last fiscal year ending within three (3) years after the conclusion of the Shareholders’ Meeting2. ~~The~~Total ~~term~~Number of ~~office~~Stock ofAcquisition ~~any~~Rights: member of the Independent Committee who is an outside director or outside statutory auditor shall expire simultaneously upon the expiration of the term of office as a director or statutory auditor (except in the case of their re-appointment).14

- The ~~Independent~~total ~~Committee~~number ~~shall~~of ~~make~~stock ~~decisions~~acquisition onrights ~~the~~above ~~matters~~is ~~listed~~the ~~below~~expected ~~and~~number ~~provide recommendation~~ to ~~the~~be ~~board~~granted. ofIf ~~directors together with~~ the ~~details~~number ~~and~~of ~~reasons~~stock ~~for~~acquisition ~~such~~rights ~~recommendation.~~to ~~Giving~~be ~~its~~granted ~~utmost~~turns ~~respect~~out to ~~such~~be ~~recommendation~~less ofthan the ~~Independent~~number ~~Committee,~~shown ~~the~~above ~~board~~because of ~~directors shall make decisions as~~ a ~~function~~shortage ~~under~~of ~~the~~applications ~~Corporate~~or ~~Law.~~other ~~(Provided~~circumstances, ~~however, that in~~ the ~~event~~number ~~the implementation~~ of ~~the~~stock ~~gratis~~acquisition ~~allocation~~rights ofissued ~~the~~will ~~Share~~be ~~Acquisition Rights is placed on~~ the ~~agenda~~actual innumber ~~the Shareholders’ Meeting, the Independent Committee shall follow the resolution such Shareholders’ Meeting.) Each member~~ of ~~the~~stock ~~Independent~~acquisition ~~Committee~~rights ~~and~~to ~~each~~be ~~director of Wacoal Holdings Corp~~granted. must make such decisions solely for the purposes of securing or enhancing corporate value and the common interests of shareholders, and they must not serve the purpose of their own interests or those of our management:

~~(i)~~3. ~~the~~Class ~~implementation~~and orNumber ~~non-implementation~~ of ~~the~~Shares ~~gratis~~to ~~allocation~~be ofIssued ~~the~~upon ~~Share Acquisition Rights (including~~ the ~~convocation~~Exercise of ~~a general meeting of shareholders and~~ the ~~placement~~Stock ~~of the implementation of the gratis allocation of the Share~~ Acquisition Rights ~~on the agenda);~~

~~(ii)~~The class of shares to be issued upon the ~~cancellation~~exercise of the ~~gratis~~stock ~~allocation~~acquisition ofrights ~~the~~will ~~Share~~be ~~Acquisition~~our ~~Rights~~common orstock, and the ~~gratis~~number of shares to be issued for each stock acquisition ofright (the ~~Share~~“Conversion ~~Acquisition~~Ratio”) ~~Rights;~~will be 1,000.

In the event that we conduct a stock split (~~iii)~~including ~~any~~the ~~other~~gratis ~~matters~~allocation ~~consulted~~of byshares of our common stock; hereinafter the ~~board~~same) or a reverse split of ~~directors~~its ~~that~~common ~~are~~stock, tothe Conversion Ratio will be ~~determined~~adjusted byin accordance with the ~~board~~following offormula: ~~directors.~~

20Adjusted ConversionRatio = Conversion Ratio prior to adjustment X Ratio of stock split orreverse stock split

This adjustment will apply from the day following the record date in the case of a stock split and from the day on which the reverse stock split becomes effective in the case of a reverse stock split. However, in the event that we conduct a stock split that is conditioned on approval at a general meeting of our shareholders of an increase in stockholders’ equity or additional paid-in capital by decreasing the amount of surplus, and provided that the record date for such stock split is set prior to the conclusion of such general meeting of shareholders, from the day following the conclusion of such general meeting of shareholders the adjustment will apply retroactively from the day following the record date.

In addition to the above, the Conversion Ratio shall be reasonably adjusted as may be required in unavoidable circumstances.

Any fractional shares which result from the above adjustment will be rounded down to the nearest whole share.

Furthermore, in the case of any adjustment of the Conversion Ratio, we shall make any necessary notification or announcement to each of the holders of stock acquisition rights who are registered as holders of stock acquisition rights (“Optionholders”) no later than the day immediately preceding the day on which the adjusted Conversion Ratio becomes effective. However, if we are unable to provide such notification or announcement by such date, we shall provide prompt notification or announcement thereafter.

Amount Capitalized upon Exercise of Stock Acquisition Rights

-5. InExercise ~~addition~~Period tofor ~~the~~Stock ~~matters~~Acquisition ~~prescribed above, the Independent Committee shall conduct the following:~~Rights

~~(i)~~September 4, ~~determining~~2012 ~~whether a Purchase should be made subject~~ to ~~the~~September 3, ~~Plan;~~2032.

~~(ii)~~6. ~~determining~~Matters ~~the~~concerning ~~information~~Increases ~~that~~in aCapital ~~Purchaser~~Stock and ~~the~~Additional ~~board~~Paid-in ofCapital ~~directors~~in ~~should~~the ~~provide~~Case toof ~~the~~an ~~Independent~~Issuance ~~Committee,~~of ~~and~~Shares ~~the~~due ~~deadline~~to ~~for~~ the ~~provision~~Exercise of ~~such~~Stock ~~information;~~Acquisition Rights

(~~iii~~1) ~~Examination~~In ~~and~~the ~~consideration~~event ofthat shares are issued due to the ~~terms~~exercise of astock ~~Purchase~~acquisition rights, shareholders’ equity shall be increased by ahalf ~~Purchaser;~~the limit for increases in common stock which are calculated in accordance with Article 17-1 of the Japanese Company Accounting Regulations. Any amount less than one (1) yen shall be rounded up to the nearest yen.

(iv2) ~~Negotiation~~In ~~and~~the ~~discussion~~event ~~with~~that shares are issued due to the ~~Purchaser;~~exercise of stock acquisition rights, additional paid-in capital shall be increased by the amount remaining after deducting the increase in the limit for increase in common stock stipulated in (1) above.

~~(v)~~7. ~~Request~~Limitation on the ~~board~~Acquisition of ~~directors~~Stock ~~for~~Acquisition ~~alternative~~Rights ~~proposals~~by ~~and/or examination of the alternative proposals;~~Transfer

~~(vi)~~The ~~Decisions~~acquisition of ~~the~~stock ~~Independent~~acquisition ~~Committee~~rights by transfer shall be subject to ~~extend~~approval by resolution of the ~~Examination~~Board. ~~Period;~~

~~(vii)~~8. ~~Approvals~~Provisions offor the ~~termination~~Acquisition ~~and change~~ of ~~the~~Stock ~~Plan~~Acquisition Rights

~~(viii)~~In ~~Any~~the ~~other~~event ~~matters~~ that any of the ~~Plan~~following ~~prescribes~~is ~~that~~approved at a general meeting of our shareholders (or the ~~Independent~~Board ~~Committee~~approves a resolution where the approval of the shareholders is not required), we may ~~conduct;~~acquire stock ~~and~~acquisition rights without compensation on a date separately specified by the Board:

(ix1) ~~Any~~a ~~matters~~proposed ~~separately~~merger ~~determined~~agreement byunder ~~the~~which ~~board~~we ofare ~~directors.~~to be dissolved;

-(2) If the information stated in the Explanation of Purchase or the information submitted is deemed insufficient by the Independent Committee as Required Information, the Independent Committee may request the Purchaser to submit additional Required Information. The Independent Committee may also request our board of directors to present its opinion concerning the terms and conditions of a ~~Purchase~~proposed ~~and~~corporate todivision ~~submit~~agreement ~~any supporting materials, alternative proposals (if any)~~ or ~~other~~plan ~~information~~under ~~and/or~~which ~~materials~~we aswould ~~may~~ be ~~required from time to time by the Independent Committee within a certain period.~~split;

-(3) ~~The~~a ~~Independent~~proposed ~~Committee~~share ~~shall,~~transfer ~~whenever~~agreement ~~necessary~~or ~~for~~plan ~~the~~that ~~purposes~~makes ofus ~~ensuring and enhancing our corporate value and the common interests of its shareholders, discuss and/or negotiate with~~ a ~~Purchaser~~wholly ~~directly~~owned ~~or indirectly through the board of directors, etc. and shall also present alternative proposals of our board of directors, etc. to the shareholders.~~subsidiary;

-(4) ~~The~~a ~~Independent~~proposed ~~Committee~~amendment ~~may~~of ~~request~~ the ~~attendance~~Articles of ~~our~~Incorporation ~~director,~~to ~~statutory~~add ~~auditor~~a orprovision ~~employee,~~that orprescribes ~~any~~that ~~other~~we, ~~party~~with ~~that~~respect ~~the~~to ~~Independent~~all ~~Committee~~of ~~deems~~its ~~necessary~~issued shares, ~~and~~shall ~~may~~be ~~require~~required ~~explanation~~to obtain the approval of ~~any~~our ~~matter~~shareholders itfor ~~request~~the inacquisition ~~order~~of tosuch ~~collect~~shares ~~necessary~~by ~~information.~~transfer;

-(5) ~~The~~a ~~Independent~~proposed ~~Committee~~approval ~~may,~~for atan amendment of the Articles of Incorporation to add a provision that prescribes that we shall be required to obtain the approval of our ~~cost,~~shareholders ~~receive~~for the ~~advice~~acquisition of anthe ~~independent~~shares ~~outside~~to ~~experts~~be ~~(including~~issued ~~financial~~upon ~~advisers,~~the ~~legal~~exercise ~~counsel,~~of ~~certified~~stock ~~public~~acquisition ~~accountants,~~rights ~~consultants~~by ~~and~~transfer ~~other~~or ~~experts)~~that we shall obtain all of the shares of said class by a resolution of the general meeting of shareholders.

-9. ~~Any~~Policy ~~member~~to ofDetermine the ~~Independent~~Cancellation ~~Committee~~of ~~may~~Stock ~~convene~~Acquisition aRights ~~meeting~~upon ofOrganizational ~~the~~Restructuring ~~Independent~~and ~~Committee~~Issuance ifof aStock ~~Purchase~~Acquisition ~~arises,~~Rights orby atthe ~~any~~Surviving ~~other time.~~Company

In the event that we conduct a merger (limited to a merger that would result in our dissolution), absorption-type ~~The~~demerger, ~~resolutions~~incorporation-type demerger, stock swap or share transfer (hereinafter collectively referred to as an “Organizational Restructuring”), stock acquisition rights of ~~meeting~~the joint stock companies (kabushiki kaisha) listed in Article 236, Paragraph 1, Item 8, (a) through (e) of the ~~Independent~~Company ~~Committee~~Law (the “Surviving Company”) shall be ~~adopted~~granted byto aeach ~~majority~~holder of ~~all~~stock ~~members~~acquisition ofrights remaining immediately prior to the Organizational ~~Independent~~Restructuring ~~Committee~~takes effect (the “Residual Stock Acquisition Rights”) (i.e. ~~Provided~~for an absorption-type demerger, ~~however~~the date on which the demerger takes effect; for an incorporation-type demerger, ~~that~~the date on which the new company is incorporated; for a stock swap, the date on which the stock swap takes effect; and for share transfer, the date on which the wholly-owning parent company is incorporated by share transfer) in ~~unavoidable~~accordance ~~circumstances~~with the following terms and conditions. In such case, athe ~~resolution~~Remaining ~~may~~Stock Acquisition Rights shall be ~~adopted~~cancelled, ~~with~~and athe ~~majority~~Surviving ofCompany ~~voting~~shall issue new stock acquisition rights; ofprovided, ~~the~~however, ~~members~~that atthis ~~which~~shall be limited to the ~~majority~~case where the grant of ~~Independent~~stock ~~Committee~~acquisition rights of the Surviving Company pursuant to the following conditions is stipulated in ~~attendance.~~the absorption-type demerger agreement, incorporation-type demerger agreement, merger and spin-off agreement, new spin-off plan, stock swap agreement or share transfer plan:

-7 ~~End -~~

~~Exhibit~~(1) 3Number of Stock Acquisition Rights of the Surviving Company to be Granted:

~~Biography~~The number of ~~Independent~~stock ~~Committee~~acquisition ~~Members~~rights to be granted shall be equal to the number of Residual Stock Acquisition Rights.

~~Mr. Mamoru~~(2) ~~Ozaki:~~Class of Shares of the Surviving Company to be Issued upon Exercise of the Stock Acquisition Rights:

June 1991		Commissioner of the National Tax Agency
June 1992		Administrative Vice Minister of Finance
May 1994		President of People’s Finance Corporation
October 1999		President of National Life Finance Corporation
February 2003		Acting Advisor to Yazaki Corporation (present)
July 2003		Advisor to Wacoal Corporation (currently Wacoal Holdings Corp.)
June 2005		Acting Director of Wacoal Corporation (currently Wacoal Holdings Corp.) (present)

Common stock of the Surviving Company.

*(3) ~~Mr.~~Number ~~Ozaki~~of isShares ~~currently~~of ~~our~~the ~~outside~~Surviving ~~director~~Company ~~and~~to webe ~~have~~Issued ~~notified~~upon Exercise of ~~Mr. Ozaki as our independent officer to~~ the ~~Tokyo~~ Stock ~~Exchange~~Acquisition ~~and Osaka Securities Exchange.~~ Rights:

~~Mr.~~To be determined pursuant to Section ~~Tomoharu~~3 ~~Kuda:~~above after taking into consideration the terms and conditions of the Organizational Restructuring.

Sep 1972		Joined Deloitte Haskins & Sells
Oct 1979		Registered as Certified Public Accountant
Sep 1987		Transferred to London Office (U.K.)
Feb 1990		Partner of Deloitte Touche Tohmatsu (merged with Tohmatsu)
Jun 1997		Representative Partner of Deloitte
Jun 2007		Corporate Auditor of Wacoal Holdings Corp.

(4)

Amount Capitalized upon Exercise of Stock Acquisition Rights:

*The ~~Mr.~~amount ~~Kuda~~capitalized isupon ~~currently~~the ~~our~~exercise ~~outside~~of ~~corporate~~each ~~auditor~~stock ~~and~~acquisition weright ~~have~~to ~~notified~~be ofgranted ~~Mr. Kuda~~shall be the amount paid after restructuring as ~~our independent~~prescribed ~~officer~~below multiplied by the number of shares of the Surviving Company to be issued upon the ~~Tokyo~~exercise ~~Stock~~of ~~Exchange~~the ~~and~~stock ~~Osaka~~acquisition ~~Securities~~rights ~~Exchange~~as determined in accordance with (3) above. The amount paid after restructuring shall be one (1) yen per share of the Surviving Company which may be granted upon exercise of each stock acquisition right to be granted.

~~Mr. Naoto~~(5) ~~Nakamura:~~Exercise Period for Stock Acquisition Rights:

October 1982		Passed the Japanese bar exam
April 1985		Graduated from the Legal Training and Research Institute
		Registered with Daini Tokyo Bar Association, joined Mori Sogo Law Offices
April 1998		Opened Hibiya Park Law Offices, Partner
February 2003		Opened Naoto Nakamura Law Office (currently the Nakamura, Tsunoda & Matsumoto)

From the later of (i) the starting date of the exercise period for stock acquisition rights as stipulated in Section 5 above and (ii) the effective date of Organizational Restructuring, and lasting until the expiration date for the exercise of stock acquisition rights as stipulated in Section 5 above.

-(6) ~~End~~Matters concerning Increases in Capital Stock and Additional Paid-in Capital in the Case of an Issuance of Shares due to the Exercise of Stock Acquisition Rights:

22To be determined pursuant to Section 6 above.

(7)

Restrictions on the Acquisition of Stock Acquisition Rights by Transfer:

The acquisition of stock acquisition rights by transfer shall be subject to approval by resolution of the board of directors of the Surviving Company.

(8)

Provisions for the Acquisition of Stock Acquisition Rights:

To be determined pursuant to Section 8 above.

(9)

Other Conditions for the Exercise of Stock Acquisition Rights:

To be determined pursuant to Section 11 below.

~~Exhibit~~10. 4Fractions of Less Than One (1) Share Arising upon the Exercise of Stock Acquisition Rights

~~Terms~~Fractions ~~and~~of ~~Conditions~~less ofthan ~~Gratis~~one ~~Allocation~~(1) share ofin the ~~Share~~number ~~Acquisition~~of ~~Rights~~shares to be granted to Optionholders who exercised their stock acquisition rights shall be rounded down.

I11. ~~Determination~~Other ofConditions ~~Matters~~relating ~~Concerning~~to ~~Share~~the Exercise of Stock Acquisition Rights

(1) ~~Details~~Optionholders may exercise their stock acquisition rights in the event that they lose their status as director (including officers of a company that has adopted the committee system), auditor or executive officer of Wacoal Holdings Corp. and ~~Number~~Wacoal Corporation (the “Date of ~~Share~~Loss ~~Acquisition~~of ~~Rights~~Status”); provided, however, that in such case, such Optionholder may only exercise his or her stock acquisition rights until the earlier of (i) the expiration date as stipulated in Section 5 above and (ii) the five (5) year anniversary of the day after the Date of Loss of Status (the “Exercise Start Date”).

~~The~~(2) ~~details~~Notwithstanding of the ~~share~~foregoing, ~~acquisition~~during ~~rights to be allocated to~~ the ~~shareholders~~period ~~(each~~set aforth ~~“Share Acquisition Right” and collectively the “Share Acquisition Rights”) shall be described~~ in Section ~~II.~~5 ~~Below~~above, ~~and~~ the ~~number~~Optionholders ofmay ~~Share~~exercise ~~Acquisition~~their ~~Rights~~stock ~~shall~~acquisition berights ~~separately~~in ~~determined~~the byfollowing ~~the~~cases ~~board~~(for ofitem ~~directors~~(ii), orexcluding the ~~Shareholders’~~case ~~Meeting~~where ~~in a resolution relating to~~ the ~~gratis~~stock ~~allocation~~acquisition rights of the ~~Share~~Surviving ~~Acquisition~~Company ~~Rights~~are ~~(the “Gratis~~granted ~~Allocation Resolution”) up~~ to ~~a maximum of twice~~ the ~~final~~Optionholders ~~number~~pursuant ofto ~~our~~Section ~~outstanding~~9 ~~shares as of a certain date (the “Allocation Date”~~above) ~~that~~only isduring ~~separately determined board of directors in~~ the ~~Gratis~~respective ~~Allocation Resolution.~~periods designated below:

(2i) ~~Shareholders~~if ~~Eligible~~the ~~for~~Exercise ~~Allocation~~Start Date of ~~Share~~the ~~Acquisition~~Optionholder ~~Rights~~has not occurred by September 1, 2031

WeFrom ~~will implement a gratis allocation of the Share Acquisition Rights to those shareholders~~September 2, ~~other~~2031 ~~than~~until usSeptember 3, ~~who are registered or recorded in our final register of shareholders as of the Allocation Date up to a maximum of two Share Acquisition Rights for every one common stock of Wacoal Holdings Corp~~2032. ~~held at a rate as separately prescribed in the Gratis Allocation Resolution.~~

(3ii) ~~Effective~~if ~~Date~~the general meeting of ~~Gratis~~our ~~Allocation~~shareholders approves a merger agreement pursuant to which we are to be dissolved or a stock swap agreement or share transfer plan that makes us a wholly owned subsidiary (or, in the event a resolution of ~~Share~~the ~~Acquisition~~general ~~Rights~~meeting of shareholders is not required, if a resolution of the Board or determination by our chief executive officer is passed):

~~The~~For ~~effective~~fifteen ~~date~~(15) days offrom the ~~gratis~~day ~~allocation~~after of the ~~Share~~date ~~Acquisition~~of ~~Rights~~said ~~will be separately determined in the Gratis Allocation Resolution~~approval.

~~II.~~(3) ~~Particulars~~If ofan ~~Share~~Optionholder waives his or her stock acquisition rights, such Optionholder may not exercise said Stock Acquisition Rights.

~~(1)~~12. ~~Number~~Amount ~~of Shares~~ to be ~~Acquired~~Paid ~~upon~~for ~~Exercise~~Stock ~~of the Share~~ Acquisition Rights

~~(a)~~No ~~The~~payment ~~number~~ of ~~shares~~money ~~of common stock to be acquired for every one Share Acquisition Right (the “Shares”)~~ shall be ~~one~~required ~~(1) share. In the event of split or consolidation of our shares, however, the Shares shall be adjusted~~ in ~~accordance~~exchange ~~with~~for ~~the~~stock ~~following~~acquisition ~~formula~~rights. ~~and any fraction less than one (1) share resulting from such adjustment shall be disregarded and no cash shall be used for such adjustment:~~

~~Adjusted~~*The ~~Shares~~stock =acquisition ~~Shares~~rights ~~before~~will ~~Adjustment~~be ×allotted ~~Split/Consolidation~~as ~~Ratio~~compensation for the performance of duty and for this reason, the terms of issuance will not be advantageous for the eligible recipients.

~~(b)~~13. ~~The~~Allotment ~~adjusted~~Date ~~Shares shall be applied on and after the following day~~ of ~~the~~Stock ~~record~~Acquisition ~~date in case of a split of shares and on and after the effective date in case of a consolidation of shares.~~Rights

~~(c) In addition to the matters in (a) above~~September 3, if the Shares are required to be adjusted due to gratis allocation of shares, merger, corporate split or any other actions which changes or may change our outstanding shares (but excluding the treasury stocks held by us), the Shares shall be adjusted to the extent reasonable in view of the terms of such gratis allocation of shares, merger, corporate split or any other actions2012.

2314. Number of Stock Acquisition Rights to be Allotted and Number of Eligible Recipients

~~Table~~Fourteen (14) stock acquisition rights will be allotted to four (4) directors of ~~Contents~~Wacoal Corporation, our subsidiary.

(2) The Amount of Property to be Contributed upon Exercise of the Share Acquisition Rights

(a) The contribution to be made upon exercise of the Share Acquisition Rights shall be in money, and the value of property shall be the amount obtained by multiplying the Exercise Price (as defined in (b) below) and the Shares.

(b) The value of property per share of our common stock to be contributed upon the exercise of the Share Acquisition Rights (the “Exercise Price”) shall be at least one (1) yen but not exceeding one-half (1/2) of the market value of one share of our common stock as separately determined in the Gratis Allocation Resolution. The “market value” means an amount equivalent to the average closing price (including quotations) for regular transactions of our stock on the Tokyo Stock Exchange on each day during the ninety (90) day period prior to the Gratis Allocation Resolution (excluding the days on which trades are not made), and any fraction less than one (1) yen shall be rounded up to the nearest one (1) yen.

(3) Exercise Period of the Share Acquisition Rights

The commencement date will be a date on which the gratis allocation of the Share Acquisition Rights becomes effective or a date otherwise determined in the Gratis Allocation Resolution, and the period will be between one and two months as determined in the Gratis Allocation Resolution. Provided, however, that if the Share Acquisition Rights are acquired by us pursuant to paragraph (b) of (7) below, the exercise period for the Share Acquisition Rights subject to such acquisition shall be until the immediately preceding business day of such acquisition date. In addition, the last day of the exercise period shall be the previous business day if the last day of the exercise period falls on a holiday of the bank handling the money to be paid in upon exercise of such rights.

(4) Terms and Conditions for Exercise

(a) (A) A specified large shareholder, (B) joint shareholders of a specified large shareholder, (C) a specified large purchaser, (D) persons having a special relationship with a specified large purchaser, (E) any transferee of or successor to the Share Acquisition Rights of any party falling under (A) through (D) above without the approval of the board of directors, or (F) any affiliate of any party falling under (A) through (D) above (collectively the “Unqualified Parties”) may not exercise Share Acquisition Rights.

The terms used in the above paragraph shall have the meaning as defined below:

(i) “Specified large shareholders” (tokutei tairyo hoyusha) means a holder (including other party deemed as a holder pursuant to Paragraph 3 of Article 27-23 of the Financial Instruments and Exchange Law (“FIEL”)) of share certificates (as defined in Paragraph 1, Article 27-23 of FIEL; unless otherwise provided the same shall apply hereinafter) issued by us and whose percentage of ownership (as defined in Paragraph 4 of Article 27-23 of FIEL) in respect of such share certificates is deemed to be at least 20% by the board of directors.

(ii) “Joint shareholders” (kyodo hoyusha) shall have the meaning as prescribed in Paragraph 5, Article 27-23 of FIEL and shall include any party who is deemed to be a joint shareholder by the board of directors in accordance with Paragraph 6 of said Article.

(iii) “Specified large purchaser” (tokutei tairyo kaitsukesha) means a person who makes a public announcement of Purchase (as defined in Paragraph 1, Article 27-2 of FIEL; the same shall apply in (iii)) of share certificates (as defined in Paragraph 1, Article 27-2 of FIEL; the same shall apply in (iii)) issued by us through public tender offer and whose percentage of ownership of share certificates after such purchase (including similar ownership as prescribed in Paragraph 1, Article 7 of the Enforcement Order of the FIEL) is deemed by the board of directors to be at least 20% when combined with the percentage of ownership of share certificates of a person having a special relationship.

(iv) A “person having a special relationship” (tokubetsu-kankeisha) means a person having special relationship as defined in Paragraph 7 of Article 27-2 of FIEL and shall include any party who is deemed to be a person having a special relationship by the board of directors; provided, however, the persons prescribed in Paragraph 1, Article 3 of the Cabinet Officer Order Concerning Disclosure Relating to Tender Offer of Shares or Other Securities by Any Person Other Than the Issuing Company shall be excluded with respect to persons stipulated in item 2 of said Paragraph 7.

(v) “Affiliate” (kanrensha) of a given party means a person deemed by the board of directors to substantially control, be controlled by, or be under common control with such given party, or a party deemed by the board of directors to act in concert with such given party. “Control” means to “control the determination of the financial and business policies” (as defined in Paragraph 3, Article 3 of the Enforcement Regulations of the Corporate Law) of other corporations or entities.

(b) Notwithstanding paragraph (a) above, the following parties shall not be deemed as “specified large shareholders” or “specified large purchasers”:

(i) our subsidiary (as defined in Paragraph 3, Article 8 of the Rules concerning the Terms, Format and Preparation Method of Financial Statements) or our affiliate (as defined in Paragraph 5, Article 8 of said Rules);

(ii) a party who is deemed by the board of directors to fall under “Specified large purchaser” in paragraph (a) (i) above without having an intention to control us and who is no longer a specified large shareholder stipulated in paragraph (a) (i) above due to disposition of its share certificates of Wacoal Holdings Corp. within ten (10) days (provided that the board of directors may extend such period) after it is deemed as a specified large shareholder;

(iii) a party is deemed by the board of directors that it has become a specified large shareholder without its intention due to the repurchase of stock by us or other reasons, except if such party, at its intention, acquires the share certificates of Wacoal Holdings Corp. thereafter;

(iv) a party who is deemed by the board of directors that the acquisition and/or holding of share certificates of Wacoal Holdings Corp. by such party would not conflict with our corporate value or the common interests of the shareholders (a party who is deemed as an Unqualified Party by the board of directors may also be deemed that it does not conflict with our corporate value or the common interests of the shareholders and but only if certain conditions are satisfied when the board of directors deems that it does not conflict with our corporate value or the common interests of the shareholders under certain conditions).

(c) If it is required under applicable foreign laws and regulations (i) to follow certain procedures or (ii) to fulfill certain requirements (including the prohibition of exercise for a certain period, the submission of prescribed documents etc.), or (iii) both of (i) and (ii) above (collectively the “Exercise Procedures and Requirements under Governing Law”) upon exercise of the Share Acquisition Rights by a party residing in the jurisdiction of such Governing Law, such party may exercise the Share Acquisition Rights only if the board of directors deems that the Exercise Procedures and Requirements under Governing Law have been performed or fulfilled and may not exercise the Share Acquisition Rights if deemed unsatisfied by the board of directors. The board of directors shall not be liable to perform or fulfill any Exercise Procedures and Requirements under Governing Law that must be performed or fulfilled by us upon exercise of the Share Acquisition Rights by a party resided in such jurisdiction. Further, a party residing in such jurisdiction may not exercise the Share Acquisition Rights if the exercise of the Share Acquisition Rights by such party is not permitted under the applicable laws or regulations in such jurisdiction.

(d) Notwithstanding paragraph (c) above, a U.S. resident may exercise the Share Acquisition Rights only if it (i) represents and warrants to us that it is an accredited investor as defined in Rule 501 (a) of the U.S. Securities Law of 1933, and (ii) makes an oath that it would resell the shares of our common stock to be acquired upon exercise of its Shares Acquisition Rights only through regular transactions on the Tokyo Stock Exchange and Osaka Securities Exchange (but shall not make any advance arrangements and solicitation of the shares). Only in such case, we shall perform or fulfill the U.S. Securities the Exercise Procedures and Requirements under Governing Law under Regulation D of the U.S. Securities Act of 1933 and U.S. state laws that are required to be performed or fulfilled by us for exercise of the Share Acquisition Rights by a party resided in the United States. A party residing in the United States may not exercise the Share Acquisition Rights if the board of directors determines that such party is not permitted to legally exercise the Share Acquisition Rights under the U.S. Securities Act due to a change in the law of the United States or for other reasons, even though such party satisfies the conditions as described in (i) and (ii) above.

(e) A holder of the Share Acquisition Rights may exercise the Share Acquisition Rights only if such holder submits to us a written statement containing the representations and warranties including, but not limited to, the fact that the holder is neither an Unqualified Party nor a party who has an intention to exercise the Share Acquisition Rights for or on behalf of any Unqualified Parties and that the holder satisfies the conditions for the exercise of the Share Acquisition Rights, indemnity clauses and other pledges prescribed by us, as well as any written statement required under the laws and regulations.

(f) Even if a holder of the Share Acquisition Rights is unable to exercise its Share Acquisition Rights pursuant to the provisions of this Section (4), we shall not be liable to such holder of the Share Acquisition Rights for damages or any other obligations.

(5) Capital and Capital Reserve to be Increased upon Issuance of Shares by Exercise of the Share Acquisition Rights

The amount of capital to be increased upon issuance of our shares by exercise of the Share Acquisition Rights and the amount of capital reserve shall be as separately determined in the Gratis Allocation Resolution.

(6) Restrictions on Transfer of Share Acquisition Rights

(a) Any acquisition of the Share Acquisition Rights by assignment required the approval of the board of directors.

(b) If a party who intends to assign the Share Acquisition Rights is residing outside Japan and is unable to exercise the Share Acquisition Rights pursuant to the provisions of paragraph (c) and (d) of Section (4) above (excluding the Unqualified Parties), the board of directors shall determine whether to give such approval in paragraph (a) above in view of the following matters:

(i) whether or not a written undertaking prepared and signed or sealed by the transferor and transferee (including provisions for representations and warranties, indemnity provisions and provisions for penalties with respect to the matters described in (ii) through (iv) below) is submitted with respect to the acquisition by assignment of all or part of the Share Acquisition Rights by a party who resides in such jurisdiction;

(ii) whether or not it is clear that the transferor and transferee do not fall under Unqualified Party;

(iii) whether or not it is clear that the transferee does not reside in such jurisdiction and does not intend to accept the Shares Acquisition Rights for a party residing in such jurisdiction;

(iv) whether or not it is clear that the transferee does not intend to accept the Share Acquisition Rights for the Unqualified Parties.

(7) Acquisition of the Share Acquisition Rights by Wacoal Holdings Corp.

(a) We may, at any time prior to the day immediately preceding the initial day of the exercise period of the Share Acquisition Rights, acquire all Share Acquisition Rights without any consideration therefor on a certain date that is separately determined by the board of directors if such acquisition of the Share Acquisition Rights by Wacoal Holdings Corp. is deemed appropriate.

(b) On a certain date as separately determined by the board of directors, we may acquire any and all Share Acquisition Rights held by the Unqualified Party that have not been exercised by the immediately preceding business day of such certain date as determined by the board of directors and may grant the Shares for every one Share Acquisition Right in exchange therefor. We may conduct such acquisition of the Share Acquisition Rights. After the date of such acquisition, we may, in the event the board of directors deems parties other than Unqualified Parties to exist among the shareholders of the Stock Acquisition Rights, on a date later than the above date of such acquisition as separately determined by the board of directors, acquire all of the Share Acquisition Rights held by such parties of which have not been exercised as of the business day immediately prior to such date as determined by the board of directors, and may grant the Shares for every one Share Acquisition Right in exchange therefor. The same shall apply hereinafter.

(c) Other events in which we may acquire Share Acquisition Rights and the terms and conditions thereof shall be as separately determined in the Gratis Allocation Resolution.

(8) Delivery of the Share Acquisition Rights and Conditions in case of Merger (only if Wacoal Holdings Corp. is the liquidating party in such merger), Corporate Split (by absorption or incorporation), Share Exchange and Share Transfer

These matters shall be separately determined in the Gratis Allocation Resolution.

(9) Issuance of Certificates Representing the Share Acquisition Rights

Certificates representing the Share Acquisition Rights will not be issued.

(10) Other matters pertaining to the substance of the Share Acquisition Rights shall be separately determined in the Gratis Allocation Resolution.

(11) Revision due to Amendment to Laws and Ordinances

The provisions of laws and ordinances referred to above are subject to the prevailing provisions as of June 28, 2012. If it becomes necessary after such date to amend the provisions or definitions of terms set forth in the preceding paragraphs due to the enactment, amendment or abolishment of laws and ordinances after June 28, 2012, the board of directors may replace the meanings of such provisions or definitions of terms to be read accordingly as required to the extent reasonable after taking into consideration the purposes of such enactment, amendment or abolishment.

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Filing Compare · WACOAL HOLDINGS CORP