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Share Issuance and Disposal6091Wesco Holdings Inc.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

It was decided to dispose of 43,500 treasury shares at ¥859 per share as restricted stock compensation for 3 directors. The transfer restriction period runs from 4 December 2026 to 4 December 2029.

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Neutral
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Scale
43500
shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much43,500Shares

43,500 shares of the company’s common stock (treasury shares)

3 of the Company's directors, excluding outside directors43,500 shares

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

¥859 per share
Total issue value

¥37,366,500

Amount of funds to be raised
Total payment amount: ¥37,366,500; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥37,366,500. Compensation limit: up to ¥50 million per year.
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 4 December 2026 to 4 December 2029 (3 years)
Conditions for lifting transfer restrictions
All restrictions will be lifted at the end of the period, provided that the eligible directors continuously hold one of the positions of director, Audit & Supervisory Board member or employee of the Company or one of its subsidiaries throughout the transfer restriction period. If a director loses the position due to expiration of the term of office, mandatory retirement or another legitimate reason, the restrictions will be partially lifted according to the number of months in office. In the event of death, all restrictions will be lifted. In the event of a corporate reorganization or other similar event, the restrictions will be partially lifted according to a prescribed formula.
Reason for acquisition without consideration
At the end of the transfer restriction period, or immediately after an eligible director loses the position in question during the period, the Company will acquire without consideration any shares whose transfer restrictions have not been lifted.
Categories and Number of Persons Covered
3 of the Company's directors, excluding outside directors; 43,500 shares
Intended allottee's holding policy
The shares may not be transferred, pledged as security or otherwise disposed of during the transfer restriction period. They will be held in a dedicated account for restricted stock from 4 December 2026 to 4 December 2029.
Payment date
4 December 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 5 November 2026 was ¥859. The price was determined based on the closing price on the business day preceding the date of the board resolution, within a range that would not be particularly advantageous to the eligible directors. Discount rate and premium rate: not stated.
Procedures under the Corporate Code of Conduct
At the 7th Annual General Meeting of Shareholders held on 27 October 2020, approval was granted for the payment of monetary compensation claims of up to ¥50 million per year under this system.
Impact on Business Performance
The impact of this disposal of treasury shares on financial results is Not disclosed.
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 of43,500 shares of the company’s common stock (treasury shares)
Issue price and disposal price¥859 per share
Total issue value¥37,366,500
Amount of funds to be raisedTotal payment amount: ¥37,366,500; estimated net proceeds: Not disclosed
Payment date4 December 2026
Intended allotteeName 3 of the Company's directors, excluding outside directors / Number of Shares 43,500 shares
Intended allottee's holding policyThe shares may not be transferred, pledged as security or otherwise disposed of during the transfer restriction period. They will be held in a dedicated account for restricted stock from 4 December 2026 to 4 December 2029.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 5 November 2026 was ¥859. The price was determined based on the closing price on the business day preceding the date of the board resolution, within a range that would not be particularly advantageous to the eligible directors. Discount rate and premium rate: not stated.
Transfer restriction periodFrom 4 December 2026 to 4 December 2029 (3 years)
Conditions for lifting transfer restrictionsAll restrictions will be lifted at the end of the period, provided that the eligible directors continuously hold one of the positions of director, Audit & Supervisory Board member or employee of the Company or one of its subsidiaries throughout the transfer restriction period. If a director loses the position due to expiration of the term of office, mandatory retirement or another legitimate reason, the restrictions will be partially lifted according to the number of months in office. In the event of death, all restrictions will be lifted. In the event of a corporate reorganization or other similar event, the restrictions will be partially lifted according to a prescribed formula.
Reason for acquisition without considerationAt the end of the transfer restriction period, or immediately after an eligible director loses the position in question during the period, the Company will acquire without consideration any shares whose transfer restrictions have not been lifted.
Categories and Number of Persons Covered3 of the Company's directors, excluding outside directors; 43,500 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥37,366,500. Compensation limit: up to ¥50 million per year.
Procedures under the Corporate Code of ConductAt the 7th Annual General Meeting of Shareholders held on 27 October 2020, approval was granted for the payment of monetary compensation claims of up to ¥50 million per year under this system.
Impact on Business PerformanceThe impact of this disposal of treasury shares on financial results is Not disclosed.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offering

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 provide eligible directors with incentives to sustainably enhance the Company's medium- to long-term corporate value and shareholder value, and to promote value sharing with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Wesco Holdings Inc. (6091) timely disclosure | Komori