May 12, 2009

Dear Shareholders and Investors:

Company Name: USS Co., Ltd.
(Code No. 4732: TSE/NSE Section 1)
Representative: Yukihiro Ando
Representative Director & President
Contact: Masafumi Yamanaka
Junior Managing Director & Officer of the
Supervisory Office
Tel: +81-52-689-1129
(TEL: 052-689-1129)

The board of directors of USS Co., Ltd. approved a resolution on May 12, 2009 to submit the following proposal titled “Amendments to the Articles of Incorporation” at the 29th ordinary general meeting of shareholders scheduled for June 24, 2009.

１. Reason for amendments (1) On January 5, 2009, Japan enacted the Law to Partially Amend the Law for Book-Entry Transfers of Corporate Securities for Streamlining Settlements Related to the Trading of Stocks, etc. (Law No. 88 of 2004). Since this law converted all shares of publicly owned companies into a book-entry format (so-called electronic stock certificates), USS is asking shareholders to approve the elimination of provisions of the Articles of Incorporation that are premised on the existence of stock certificates and to make other changes as required. (2) In addition, USS is asking shareholders to approve the establishment of supplementary provisions that provide transitional measures involving these changes (Articles 1 and 2 in the supplementary provisions of the proposed amendments). (3) USS is asking shareholders to revise from three years to four years the effectiveness of resolutions concerning the selection of alternate corporate auditors prescribed in the current Article 32 in order to match the terms of corporate auditors. 2. Description of amendments The proposed amendments are as follows. (Revised sections are underlined.) Current Proposed revisions Articles 1 to 6 (Text omitted) Articles 1 to 6 (No changes) (Issuance of stock certificates) Article 7 The Company will issue certificates for its stock. (Deleted) (Purchase of treasury stock) Article8 Pursuant to Article 165, Paragraph 2 of the Company Law, the Company can purchase its stock on markets, etc. based on a resolution approved by the Board of Directors. (Purchase of treasury stock) Article7　(Text omitted) (Shares constituting one voting unit and non-issuance of certificates for holdings of less than one unit） Article9 There are 10 shares in one voting unit of the Company’s stock. 　2 Irrespective of the provisions of Article 7, the Company will not issue stock certificates for holdings of less than one voting unit of stock. However, this does not apply in cases prescribed by the stock handling rules. (Shares of one unit of stock) Article8　 There are 10 shares in one voting unit of the Company’s stock. (Deleted) (Rights for holdings of less than one voting unit of stock) Article10 The Company’s shareholders (including effective shareholders, same hereafter)cannot exercise rights concerning holdings of less than one voting unit of stock other than the rights listed below. 　 (1) Rights listed in all items of Article 189, Paragraph 2 of the Company Law (2) Rights that can be demanded pursuant to Article 166, Paragraph 1 of the Company Law (3) Right to receive allotments of subscriptions of stock and stock acquisition rights corresponding to the number of shares held (Rights for holdings of less than one voting unit of stock) Article9 The Company’s shareholders cannot exercise rights concerning holdings of less than one voting unit of stock other than the rights listed below. 　 (1) Rights listed in all items of Article 189, Paragraph 2 of the Company Law (2) Rights that can be demanded pursuant to Article 166, Paragraph 1 of the Company Law (3) Right to receive allotments of subscriptions of stock and stock acquisition rights corresponding to the number of shares held (Shareholder registrar) Article11 The Company will name a shareholder registrar. 　2 The shareholder registrar and its place of business will be determined by a resolution of the Board of Directors. 　3 The Company’s shareholder registrar will prepare and maintain the Company’s shareholders ledger (including effective shareholders ledger, same hereafter),stock acquisition rights ledger and lost stock certificate ledger and perform other administrative tasks concerning the shareholders ledger, stock acquisition rights ledger and lost stock certificate ledger, and the Company will not perform these tasks. (Shareholder registrar) Article10 The Company will name a shareholder registrar. 　2 The shareholder registrar and its place of business will be determined by a resolution of the Board of Directors. 　3 The Company’s shareholder registrar will prepare and maintain the Company’s shareholders ledger and stock acquisition rights ledger and perform other administrative tasks concerning the shareholders ledger and stock acquisition rights ledger, and the Company will not perform these tasks. Articles12 to 31 (Text omitted) Articles11 to 30 (No changes) (Selection of alternate corporate auditor) Article32 To be prepared in the event that the number of corporate auditors becomes less than the number prescribed by laws, regulations or the Articles of Incorporation, an alternative corporate auditor may be elected in advance at a shareholders meeting. 　2 The alternate corporate auditor will be elected using the method prescribed in Article 30 Paragraph 2. 　3 A resolution to elect an alternate corporate auditor will be effective until the beginning of the ordinary general shareholders meeting for the last of the three fiscal periods within the 3 -year period starting after the election of the alternate corporate auditor. (Selection of alternate corporate auditor) Article31 To be prepared in the event that the number of corporate auditors becomes less than the number prescribed by laws, regulations or the Articles of Incorporation, an alternative corporate auditor may be elected in advance at a shareholders meeting. 　2 The alternate corporate auditor will be elected using the method prescribed in Article 29, Paragraph 2. 　3 A resolution to elect an alternate corporate auditor will be effective until the beginning of the ordinary general shareholders meeting for the last of the three fiscal periods within the 4-year period starting after the election of the alternate corporate auditor. Articles33to42 (Text omitted) Articles32 to 41 (No changes) (New) Supplementary provisions Article 1 The preparation, maintenance and other tasks involving the lost stock certificate ledger will be performed by the shareholder registrar and will not be performed by the Company. (New) Article 2 The preceding Article 1 and this article will remain in effect until January 5, 2010 and will be deleted on the following day. 3. Timetable Ordinary general meeting of shareholders to vote on proposed amendments June 24, 2009 Effectiveness of amendments (if approved by shareholders) June 24, 2009

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