Announcement of Changes in Representative Director and Directors

May 8, 2012

To All Stakeholders:

Company: USS Co., Ltd.
President and CEO: Yukihiro Ando
Stock code: 4732
Stock exchange listings: Tokyo and Nagoya (first sections)
Contact: Masafumi Yamanaka
Junior Managing Director, Officer, Supervisory Office
Tel: +81-52-689-1129

Announcement of Changes in Representative Director and Directors

The Board of Directors of USS Co., Ltd. gave its preliminary approval on May 8, 2012 to the establishment of a new management team for the purposes of strengthening corporate governance and speeding up the management of business activities. Measures include reducing the number of directors by making only executives with the rank of managing director and higher directors (14 directors including four external directors) and increasing the number of executive officers. These actions will require the approval of shareholders at the annual meeting to be held on June 26, 2012. The changes will become official following this meeting if approval is received from shareholders.

1. Change in representative director

Name	New title	Current title
Yukihiro Ando	Chairman, president and representative director Chief executive officer	President and representative director Chief executive officer

2. Changes in directors

Name	New title	Current title
Masafumi Yamanaka	Senior managing director, Officer, Supervisory Office	Junior Managing Director, Officer, Supervisory Office

3. Directors to resign

Name	Current title
Hiroaki Inoue	Director Officer of the Shizuoka Office
Yasuhisa Koga	Director Officer in charge of the Kyushu Auction Site of the Kyushu Office
Hiroshi Kojima	Director President and representative director of Car Quest Co., Ltd.

* Hiroshi Kojima’s resignation as a USS director will allow Mr. Kojima to focus exclusively on his duties as president of USS subsidiary Car Quest, which uses the Internet to provide information.

4. Candidates for executive officer

Name	Current title
Hiroaki Inoue	Executive officer Officer of the Shizuoka Office
Yasuhisa Koga	Executive officer Officer in charge of the Kyushu Auction Site of the Kyushu Office