The following documents are English translations of the USS Co., Ltd. Notice of Resolutions at the 31st Annual General Meeting of Shareholders (for the fiscal year ended March 31, 2011). USS is providing this translation solely for your convenience and does not make any guarantee that this document is accurate.

USS Co., Ltd.

507-20 Shinpo-machi, Tokai, Aichi, Japan

(Securities code: 4732)

Notice of Resolutions at the 31st Annual General Meeting of Shareholders

June 28, 2011

Dear Shareholders:

The following items were reported and the following resolutions were passed at the 31stAnnual General Meeting of Shareholders (for the fiscal year ended March 31, 2011) of USS Co., Ltd. (“the Company”), held on June 28, 2011.

Sincerely, Yukihiro Ando

President and Representative Director

Meeting Agenda: Items reported:

1. The contents of the Business Report, the contents of the consolidated financial statements, and

the results of the audit of consolidated financial statements by accounting auditors and the Board of Corporate Auditors for the Company's 31st business term (from April 1, 2010 to March 31, 2011)

2. The financial reports for the Company's 31st business term (from April 1, 2010 to March 31,

2011)

Items resolved:Item 1: Appropriation of retained earnings

The proposition was approved with no revisions.

A year-end dividend of 101 yen per share applicable to the 31st business term was also approved.

Item 2: Election of 18 directors

The proposition was approved with no revisions. The following candidates for directors were elected and appointed: Futoshi Hattori, Yukihiro Ando, Fumihiko Tamura, Shigeo Hara, Dai Seta, Motohiro Masuda, Eiji Gono, Toshio Mishima, Masafumi Yamanaka, Hiromitsu Ikeda, Masayuki Akase, Hiroaki Inoue, Yasuhisa Koga, Hiroshi Kojima, Hideo Okada, Isamu Hayashi, Satoru Madono and Koji Sato.

Officers of the Company

Representative Directors and Executive Directors were elected at a meeting of the Board of Directors held after the 31st Annual General Meeting of the Shareholders. In addition, full-time corporate auditors were elected at a meeting of the Board of Corporate Auditors.

Upon the end of the annual meeting, the Company has the following directors and corporate auditors:

Title

Name

Chairman and Representative Director

Futoshi Hattori

President and Representative Director

Yukihiro Ando

Vice Chairman and Representative Director

Fumihiko Tamura

Vice Chairman and Representative Director

Shigeo Hara

Vice President and Representative Director

Dai Seta

Executive Vice President

Motohiro Masuda

Executive Vice President

Eiji Gono

Senior Managing Director

Toshio Mishima

Junior Managing Director

Masafumi Yamanaka

Junior Managing Director

Hiromitsu Ikeda

Junior Managing Director

Masayuki Akase

Director

Hiroaki Inoue

Director

Yasuhisa Koga

Director

Hiroshi Kojima

Outside Director

Hideo Okada

Outside Director

Isamu Hayashi

Outside Director

Satoru Madono

Outside Director

Koji Sato

Outside Corporate Auditor (full time)

Masura Takei

Outside Corporate Auditor (full time)

Yukihiko Inoue

Outside Corporate Auditor

Isao Otsuka