June 25, 2024
To All Stakeholders:Company
Representative
Stock CodeListings
Contact

USS Co., Ltd.
Yukihiro Ando
Chairman and Representative Director
4732
Prime Market, Tokyo Stock Exchange
Premier Market, Nagoya Stock Exchange
Masafumi Yamanaka
Executive Vice President,
Officer, Supervisory Office(Tel +81-52-689-1129)

Notice of Sale of Treasury Stock for Restricted Stock Remuneration
The Board of Directors of USS Co., Ltd. approved a resolution today to sell treasury stock for use as
restricted stock remuneration.

1. Sale of treasury stock for use as restricted stock remuneration(1) Summary of sale of treasury stock(1) Payment dateJuly 24, 2024

(2)

Number and class of stock

32,200 shares of USS common stock

(3)

Price

1,304.0 yen per share(4)

Total proceeds

41,988,800 yen(5)

Purchasers of the treasury stock

USS directors*
4 directors 28,000 shares
USS executive officers 3 officers 4,200 shares* Excluding outside directors(2) Purpose and reason for the sale of treasury stock
At the shareholders meeting held on June 21, 2022, shareholders approved a resolution to establish
a stock remuneration plan in which directors (except outside directors) receive restricted stock forthe purpose of having USS directors share with other shareholders the potential benefits and risks
involving USS stock price movements as well as to serve as a long-term incentive that motivates
directors to raise the stock price and corporate value. Shareholders also approved the establishmentof an annual limit of 150 million yen for monetary remuneration claims distributed to eligible
directors as restricted stock remuneration; an annual limit of 300,000 shares (after adjustment due
to the 2-for-1 stock split of the Company's common stock on April 1, 2024, an annual limit is600,000 shares) of USS stock to be allocated in every fiscal year as restricted stock to USS directors(except outside directors); the establishment of a restriction period for restricted stock that begins
when the stock is received and ends when an individual holding this stock is no longer a USS
director or executive officer; and other items.

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On June 25, 2024, the USS Board of Directors approved resolutions concerning restricted stock
remuneration for the period between the June 25, 2024 shareholders meeting and the shareholders
meeting to be held in June 2025. The 4 directors (all directors except outside directors) and 3
executive officers who will receive restricted stock will receive monetary remuneration claims
totaling 41,988,800 yen. All monetary remuneration claims will be paid as restricted stock, resulting
in the distribution of 32,200 shares of USS common stock. The amount of monetary remuneration
claims granted to each director and executive officer will be determined based on their contributions
to the performance of USS and other considerations. In addition, every individual who receivesmonetary remuneration claims is required to sign a restricted stock allocation contract that includes
the following terms.
(3) Terms of the restricted stock allocation contracti. Stock transfer restriction period
Directors and executive officers who receive restricted stock are not allowed to transfer
ownership of the stock from the day the stock was received until the individual resigns or retires
as a USS director and executive officer. However, if the date of such retirement is on or before
June 30, 2025, stock transfer restriction period is until July 1, 2025.
During this restriction period, individuals who hold restricted stock are not allowed to sell to athird party, submit as collateral, use as a mortgage, give as a gift prior to death, transfer upon
death or dispose of this stock in any other way.
ii. Acquisition of restricted stock with no payment
If a director or executive officer who has received restricted stock ceases to be a director or
executive officer between the beginning of the stock transfer restriction period and the day
before the first annual shareholders meeting after the beginning of this period, USS can acquirethat individual’s restricted stock with no payment at the time the individual resigns or retires asa director or executive officer. However, this does not apply when reason the director orexecutive officer departed is determined by the USS board of directors to be legitimate.
In addition, if at the completion of the stock transfer restriction period a director or executive
officer holds restricted stock that is still restricted due to the provisions for ending restrictionsin the following section iii, USS can acquire the stock that is still restricted with no payment.
iii. End of stock transfer restriction
The restriction on the transfer of restricted stock ends at the completion of the stock transfer
restriction period for all stock held at that time by directors and executive officers. However,this end of the transfer restriction applies only to individuals who were continuously directorsof executive officers during the period beginning on the first day of the stock transfer restriction
period and ending on the day of the first subsequent annual shareholders meeting. However,when reason the director or executive officer departed between the start of the stock transfer
restriction period and the day before the first subsequent annual shareholders meeting isdetermined by the USS board of directors to be legitimate, the stock transfer restriction will beterminated on the day following the departure of the director or executive officer for the numberof shares of restricted stock held at that time multiplied by the number of months the individual
was a director or executive officer beginning in July 2023 divided by 12. Any fraction of one

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tangen (trading unit) resulting from this calculation will be discarded.
iv. Management of stockIndividuals who receive restricted stock must open an account for holding this stock at SMBC
Nikko Securities Inc. using the method designated by USS. The restricted stock must be held inthis account until the transfer restriction ends.
v. Reorganization or other event
During the stock transfer restriction period, if a resolution for a merger in which USS isdissolved, an exchange of stock or stock transfer plan where USS becomes a wholly owned
subsidiary, or some other reorganization is approved at a shareholders meeting (or the board ofdirectors if the proposed reorganization does not require shareholder approval), the USS boardof directors may approve a resolution to end this restriction period on the business day before
the reorganization for the number of shares of restricted stock calculated by multiplying thenumber of shares of this stock held on the day the reorganization resolution was approved by
the number of months beginning in July 2024 to and including the month of this resolution
divided by 12. Any fraction of one tangen resulting from this calculation will be discarded.
If this action is taken by the USS board of directors, in accordance with the preceding provisions,on the day of the end of the transfer restriction, USS will acquire all restricted stock for which
the transfer restriction is still in effect with no payment.
(4) Basis and explanation of calculation of the payment for restricted stock
To eliminate any arbitrary decisions concerning the sale price of treasury stock for use as restricted
stock remuneration, the sale price is 1,304.0 yen per share, which is the closing price of USS
common stock on the Tokyo Stock Exchange on June 24, 2024, which was the business day
immediately prior to the board of directors resolution concerning the distribution of this stock. USS
believes that this price is reasonable and not particularly advantageous to any parties because thisis the market price of USS stock immediately prior to the board of directors resolution.

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