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Share Issuance and Disposal3591WACOAL HOLDINGS CORP.Materials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 9,800 restricted shares as treasury shares to 3 directors and 1 director of a subsidiary in exchange for an in-kind contribution of monetary compensation receivables.

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Neutral
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Scale
43227800
¥
Wording
Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much9,800Shares

9,800 shares of the Company’s common stock (treasury shares)

3 directors of the Company (excluding outside directors)8,900 shares
1 director of a subsidiary of the Company900 shares

The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.

¥4,411 per share
Total issue value

¥43,227,800

Total Stock-Based Compensation
Total monetary compensation receivables of ¥43,227,800 (the annual compensation limit is ¥70 million or less)
Conditions on transfer restrictions

Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.

Transfer restriction period
From 17 July 2026 until the date on which the allottee ceases to hold any position as a director, audit & supervisory board member, or executive officer of the Company or a designated subsidiary of the Company. However, if the allottee ceases to hold such a position on or before 30 June 2027, the restriction period will continue until 1 July 2027.
Conditions for lifting transfer restrictions
The allottee must continuously hold the prescribed position through the annual shareholders meeting of the Company or the relevant subsidiary that occurs first after the commencement date of the restriction period. If the allottee ceases to hold the position for a legitimate reason, the restrictions will be lifted in part in proportion to the period of service.
Reason for acquisition without consideration
If the allottee ceases to hold the position without a legitimate reason by the day before the prescribed annual shareholders meeting, if any shares remain subject to restrictions because the conditions for lifting the restrictions have not been satisfied, or if any shares remain subject to restrictions in connection with a corporate reorganization or similar transaction.
Categories and Number of Persons Covered
3 directors of the Company (excluding outside directors), 8,900 shares; 1 director of a subsidiary of the Company, 900 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred to any third party, pledged, used to create a security interest by way of transfer, gifted inter vivos, bequeathed, or otherwise disposed of in any manner.
Payment date
17 July 2026
Basis for determining the amount to be paid
The closing price of the Company’s common stock on the Tokyo Stock Exchange on 26 June 2026, ¥4,411. No discount or premium applies.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock compensation
Number of shares to be issued or disposed of9,800 shares of the Company’s common stock (treasury shares)
Issue price and disposal price¥4,411 per share
Total issue value¥43,227,800
Payment date17 July 2026
Intended allotteeCategory 3 directors of the Company (excluding outside directors) / Number of Shares 8,900 shares, Category 1 director of a subsidiary of the Company / Number of Shares 900 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred to any third party, pledged, used to create a security interest by way of transfer, gifted inter vivos, bequeathed, or otherwise disposed of in any manner.
Basis for determining the amount to be paidThe closing price of the Company’s common stock on the Tokyo Stock Exchange on 26 June 2026, ¥4,411. No discount or premium applies.
Transfer restriction periodFrom 17 July 2026 until the date on which the allottee ceases to hold any position as a director, audit & supervisory board member, or executive officer of the Company or a designated subsidiary of the Company. However, if the allottee ceases to hold such a position on or before 30 June 2027, the restriction period will continue until 1 July 2027.
Conditions for lifting transfer restrictionsThe allottee must continuously hold the prescribed position through the annual shareholders meeting of the Company or the relevant subsidiary that occurs first after the commencement date of the restriction period. If the allottee ceases to hold the position for a legitimate reason, the restrictions will be lifted in part in proportion to the period of service.
Reason for acquisition without considerationIf the allottee ceases to hold the position without a legitimate reason by the day before the prescribed annual shareholders meeting, if any shares remain subject to restrictions because the conditions for lifting the restrictions have not been satisfied, or if any shares remain subject to restrictions in connection with a corporate reorganization or similar transaction.
Categories and Number of Persons Covered3 directors of the Company (excluding outside directors), 8,900 shares; 1 director of a subsidiary of the Company, 900 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥43,227,800 (the annual compensation limit is ¥70 million or less)
Items this document does not state (15)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost recent equity financingMajor shareholders after the offeringImpact on Business Performance

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To share the risk of share price fluctuations with shareholders and increase recipients’ motivation to contribute to share price appreciation and the enhancement of corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | WACOAL HOLDINGS CORP. (3591) timely disclosure | Komori