
| (1) | Merger schedule | |||
| Meeting of Board of Directors to decide on merger | August 3, 2010 | |||
| Merger contract concluded | August 3, 2010 | |||
| Scheduled effective date of merger (date of entry into force) | October 1, 2010 | |||
| Note: The merger is being conducted in accordance with the provisions of Articles 796-3 and 784-1 of the Company Law of Japan and so there is no necessity for the merger contract between USS and USS Kanto to be approved by a shareholders’ meeting. |
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| (2) | Merger method USS will absorb USS Kanto. As a result, USS will be the surviving company and USS Kanto will be dissolved. |
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| (3) | Merger ratio and payment No new shares will be issued and no cash-out payment will be made as a result of the merger. |
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| (4) | The merger will have no effect on dealings in the warrants for new shares and bonds with warrants for new shares of the dissolved company. | |||
| (1) Trade name | USS Co., Ltd. (Company performing merger) |
USS Kanto Co., Ltd. (Company to be absorbed) |
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| (2) Business activities | Operation of used car auctions | Operation of used car auctions | |||||||||||||||||
| (3) Establishment | October 29, 1980 | April 9, 1997 | |||||||||||||||||
| (4) Head office | 507-20 Shinpo-machi, Tokai city, Aichi Prefecture |
3039-1 Miyadera, Iruma city, Saitama Prefecture |
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| (5) Representative | President Yukihiro Ando | President Yukihiro Ando | |||||||||||||||||
| (6) Capital stock | 18,881 million yen | 50 million yen | |||||||||||||||||
| (7) Shares issued | 31,325,000 | 3,600 | |||||||||||||||||
| (8) Fiscal year | Ends March 31 | Ends March 31 | |||||||||||||||||
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USS Co., Ltd. 100% | |||||||||||||||||
| (10) Net assets | 118,390 million yen (consolidated) | 503 million yen (non-consolidated) | |||||||||||||||||
| (11) Total assets | 142,164 million yen (consolidated) | 869 million yen (non-consolidated) | |||||||||||||||||
| (12) Equity per share | 3,970.03 yen (consolidated) | 139,747.94 yen (non-consolidated) | |||||||||||||||||
| (13) Net sales | 59,849 million yen (consolidated) | 655 million yen (non-consolidated) | |||||||||||||||||
| (14) Operating income | 21,940 million yen (consolidated) | (244) million yen (non-consolidated) | |||||||||||||||||
| (15) Ordinary income | 22,511 million yen (consolidated) | (227) million yen (non-consolidated) | |||||||||||||||||
| (16) Net income | 12,717 million yen (consolidated) | (242) million yen (non-consolidated) | |||||||||||||||||
| (17) Net income per share | 418.85 yen (consolidated) | (67,422.41) yen (non-consolidated) |
| 1) | The contents of items (1) Trade name through (8) Fiscal year of the Profiles of the Companies to Merge are as of July 31, 2010 and (9) Major shareholders and pct. of stock held are as of March 31, 2010. |
| 2) | The contents of items (10) Net assets through (17) Net income per share of the Companies to Merge are taken from the March 2010 consolidated earnings of USS and the March 2010 non-consolidated earnings of USS Kanto. |
| 3) | On April 1, 2010, USS Kanto absorbed USS Ryutsu Auto Auction Co., Ltd., a wholly-owned, consolidated subsidiary of USS at the time, by merger. A profile of USS Ryutsu Auto Auction Co., Ltd. as of March 31, 2010, follows. |
| (1) Trade name | USS Ryutsu Auto Auction Co., Ltd. | (10) Net assets | (39) million yen |
| (2) Business activities | Operation of used car auctions | (11) Total assets | 630 million yen |
| (3) Establishment | February 23, 1999 | (12) Equity per share | 19,490.81 yen |
| (4) Head office | 1847-4 Funakata, Noda city,Chiba Prefecture | (13) Net sales | 812 million yen |
| (5) Representative | President Yukihiro Ando | (14) Operating income | (199) million yen |
| (6) Capital stock | 11 million yen | (15) Ordinary income | (199) million yen |
| (7) Shares issued | 2,025 | (16) Net income | (73) million yen |
| (8) Fiscal year | Ends March 31 | (17) Net income per share | (36,473.63) yen |
| (9) Major shareholders and pct. of stock held |
USS Co., Ltd. 100% | - | - |