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Share Issuance and Disposal4732USS Co.,Ltd.Information and Communications, Services and Others

Notice Regarding the Disposal of Treasury Shares by Third-Party Allotment

The Company has resolved to dispose of 502,500 treasury shares to Nomura Trust and Banking Co., Ltd.’s dedicated trust account in order to reintroduce a trust for the employee stock ownership plan. The total disposal price is ¥949,976,250, and the shares will be transferred gradually each month from the trust account to the employee stock ownership plan.

Worth reading
50Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
502500
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 much502,500Shares

502,500 shares of the Company’s common stock (treasury shares)

Nomura Trust and Banking Co., Ltd. (USS Employee Stock Ownership Plan Dedicated Trust Account)502,500 shares

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

¥1,890.5 per share
Total issue value

¥949,976,250

Amount of funds to be raised
Total payment amount: ¥949,976,250; estimated net proceeds: Not disclosed
発行済株式総数

0.11% (of the number of issued shares and total voting rights)

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.

Payment date
23 July 2026
Basis for determining the amount to be paid
The closing price of the Company’s shares on the Tokyo Stock Exchange on 22 June 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥1,890.5. The deviations from the average closing price were 3.19% for the one-month period from 25 May 2026 to 22 June 2026, 7.60% for the three-month period from 23 March 2026 to 22 June 2026, and 7.29% for the six-month period from 23 December 2025 to 22 June 2026.
Procedures under the Corporate Code of Conduct
Because the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct a shareholder approval procedure as prescribed in Article 432 of the Tokyo Stock Exchange Securities Listing Regulations. All Audit & Supervisory Board members, including 3 outside Audit & Supervisory Board members, expressed the opinion that the disposal price does not constitute a particularly favorable price and that the Company’s decision-making process was reasonable and 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 of502,500 shares of the Company’s common stock (treasury shares)
Issue price and disposal price¥1,890.5 per share
Total issue value¥949,976,250
Amount of funds to be raisedTotal payment amount: ¥949,976,250; estimated net proceeds: Not disclosed
Payment date23 July 2026
Intended allotteeName Nomura Trust and Banking Co., Ltd. (USS Employee Stock Ownership Plan Dedicated Trust Account) / Number of Shares 502,500 shares
Dilution Rate0.11% (of the number of issued shares and total voting rights)
Total number of issued shares474,000,000 shares → Not disclosed
Basis for determining the amount to be paidThe closing price of the Company’s shares on the Tokyo Stock Exchange on 22 June 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥1,890.5. The deviations from the average closing price were 3.19% for the one-month period from 25 May 2026 to 22 June 2026, 7.60% for the three-month period from 23 March 2026 to 22 June 2026, and 7.29% for the six-month period from 23 December 2025 to 22 June 2026.
Procedures under the Corporate Code of ConductBecause the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct a shareholder approval procedure as prescribed in Article 432 of the Tokyo Stock Exchange Securities Listing Regulations. All Audit & Supervisory Board members, including 3 outside Audit & Supervisory Board members, expressed the opinion that the disposal price does not constitute a particularly favorable price and that the Company’s decision-making process was reasonable and lawful.
Items this document does not state (17)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationCategories and Number of Persons CoveredTotal 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.

To provide employees with incentives to enhance corporate value over the medium to long term, expand employee benefits, and raise employee motivation and promote the Company’s sustained development by enabling employees to participate in the capital of the Company as shareholders.

How to read this page

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Disposal of Treasury Shares by Third-Party Allotment | USS Co.,Ltd. (4732) timely disclosure | Komori