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Share Issuance and Disposal3591WACOAL HOLDINGS CORP.Materials and Chemicals

Notice Concerning the Disposal of Treasury Shares Through a Third-Party Allotment

In connection with the introduction of an ESOP trust for granting shares to employees, the Company resolved to dispose of 67,200 treasury shares through a third-party allotment to the trust account. The disposal price is ¥3,629 per share, for a total disposal amount of ¥243,868,800.

Worth reading
46Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
0.13
% (dilution rate relative to the total number of issued shares)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares through a third-party allotment

Who receives how much67,200Shares

67,200 common shares (treasury shares)

The Master Trust Bank of Japan, Ltd. (ESOP Trust Account for Share Grants)67,200 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥3,629 per share
Total issue value

¥243,868,800

発行済株式総数

0.13% of the total number of issued shares and 0.14% of the total number of voting rights as of 30 September 2026

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

Categories and Number of Persons Covered
Employees of the Company and its subsidiaries. The number of employees and breakdown of the number of shares allotted were Not disclosed.
Intended allottee's holding policy
The shares will be delivered to employees who meet certain requirements in accordance with the share grant rules.
Payment date
2 December 2026
Basis for determining the amount to be paid
The closing price of the Company's shares on the Tokyo Stock Exchange on the business day preceding the date of the Board of Directors' resolution, 11 November 2026, was ¥3,629. No discount or premium was stated.
Procedures under the Corporate Code of Conduct
Because the dilution is less than 25% and there will be no change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholder intent are not required. All 5 audit & supervisory board members, including 3 outside audit & supervisory board members, expressed the opinion that the disposal price does not constitute a particularly favorable disposal price and is lawful.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares through a third-party allotment
Number of shares to be issued or disposed of67,200 common shares (treasury shares)
Issue price and disposal price¥3,629 per share
Total issue value¥243,868,800
Payment date2 December 2026
Intended allotteeName The Master Trust Bank of Japan, Ltd. (ESOP Trust Account for Share Grants) / Number of shares 67,200 shares
Intended allottee's holding policyThe shares will be delivered to employees who meet certain requirements in accordance with the share grant rules.
Dilution Rate0.13% of the total number of issued shares and 0.14% of the total number of voting rights as of 30 September 2026
Total number of issued shares52,500,000 shares → Not disclosed
Basis for determining the amount to be paidThe closing price of the Company's shares on the Tokyo Stock Exchange on the business day preceding the date of the Board of Directors' resolution, 11 November 2026, was ¥3,629. No discount or premium was stated.
Categories and Number of Persons CoveredEmployees of the Company and its subsidiaries. The number of employees and breakdown of the number of shares allotted were Not disclosed.
Procedures under the Corporate Code of ConductBecause the dilution is less than 25% and there will be no change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholder intent are not required. All 5 audit & supervisory board members, including 3 outside audit & supervisory board members, expressed the opinion that the disposal price does not constitute a particularly favorable disposal price and is lawful.
Items this document does not state (16)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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.

This is in connection with the introduction of an ESOP trust for granting shares to employees of the Company and its subsidiaries. The allotted shares will be delivered to employees who meet certain requirements and are not expected to be released onto the market all at once. Accordingly, the impact on the secondary market is expected to be limited, and the number of shares to be disposed of and the resulting dilution are considered reasonable.

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Notice Concerning the Disposal of Treasury Shares Through a Third-Party Allotment | WACOAL HOLDINGS CORP. (3591) timely disclosure | Komori