September 11, 2023
Press Release

Company name:
Representative:Contact:

Phone:JFE Holdings, Inc.
President and CEO Koji Kakigi(Code: 5411, TSE Prime Market)
Hiroki Watanabe, Manager,
Public Relations Section,
Investor Relations andCorporate Communications Department+81-3-3597-3842

Notice Regarding Determination of the Issue Price, the Disposal Price and Other Matters for theIssuance of New Shares and the Disposal of Treasury Shares and Terms of Issue and Other Matters for
the Issuance of Zero Coupon Convertible Bonds due 2028 through International Offerings
JFE Holdings, Inc. (the “Company”) hereby announces the determination of the issue price, the disposal price andother matters in connection with the issuance of new shares and the disposal of treasury shares and thedetermination of the terms of issue and other matters in respect of the issuance of Zero Coupon Convertible Bonds
due 2028, being bonds with stock acquisition rights (tenkanshasaigata shinkabu yoyakuken-tsuki shasai), by way ofinternational offerings (respectively, the “New Share Offering”, the “Disposal of Treasury Shares” and the “BondOffering”, and together, the “International Offering”), as resolved at the board of directors’ meeting held on
September 5, 2023, as follows.
1. Issuance of New Shares through an International Offering(1) Issue Price (Offer Price) (Note 1)(2) Total Amount of Issue Price (OfferPrice)(3) Amount to be Paid (Note 1)(4) Total Amount to be Paid
(5) Amount of Stated Capital andAmount of Stated Capital to be Increased
Additional Paid-in Capital to beIncreased (Note 2)
Amount of Additional Paid-in Capital to beIncreased(6) Payment Date
(7) Delivery Date

¥2,172.5 per share¥54,312,500,000¥2,082.90 per share¥52,072,500,000¥24,167,809,416¥24,167,809,416
September 20, 2023
September 21, 2023

Note 1: The underwriters will purchase and underwrite the shares at the amount to be paid and offer the sharesat the issue price (offer price).
Note 2: In accordance with Article 14, Paragraph 1 of the Regulations on Corporate Accounting, the loss on
disposal of treasury shares is deducted when calculating the maximum amount of stated capital etc. to beincreased, and such loss is calculated based on the book value of treasury shares as of today.

This press release does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The securities
referred to in this press release have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the“Securities Act”). The securities may not be offered or sold in the United States absent registration or an exemption from registration underthe Securities Act. The securities referred to above will not be publicly offered or sold in the United States.

2. Disposal of Treasury Shares through an International Offering(1) Disposal Price (Offer Price) (Note)(2) Total Amount of Disposal Price(Offer Price)(3) Amount to be Paid (Note)(4) Total Amount to be Paid
(5) Payment Date
(6) Delivery Date

¥2,172.5 per share¥65,175,000,000¥2,082.90 per share¥62,487,000,000
September 20, 2023
September 21, 2023

Note: The underwriters will purchase and underwrite the shares at the amount to be paid and offer the shares atthe disposal price (offer price).
3. Issuance of Zero Coupon Convertible Bonds due 2028
Matters relating to the Stock Acquisition Rights(1) The Price of the Asset to be Contributed upon Exercise of the Stock
Equal to the principal amount
Acquisition Rightsof the bonds(2) Conversion Price¥3,041(Reference)
Conversion premium:[{(conversion price ⁄ issue price and disposal price (offer price) of the new
39.98%
shares and the treasury shares)−1}×100] (Note)
Note: Conversion premium is calculated based on the issue price and the disposal price (offer price) of the newshares and the treasury shares.

This press release does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The securities
referred to in this press release have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the“Securities Act”). The securities may not be offered or sold in the United States absent registration or an exemption from registration under
the Securities Act. The securities referred to above will not be publicly offered or sold in the United States.

<Reference>
1. Calculation of Issue Price and Disposal Price(1) Calculation Reference Date and Price(2) Discount Rate

September 11, 2023

¥2,240
3.01%

2. Total Number of Issued Shares Before and After the New Share Offering
Current total number of issued shares: (as of September 11, 2023)
Number of shares to be issued by the New Share Offering:
Total number of issued shares after the New Share Offering:

614,438,399 shares
25,000,000 shares
639,438,399 shares

3. Total Number of Treasury Shares Before and After the Disposal of Treasury Shares
Current total number of treasury shares: (as of June 30, 2023)
Number of treasury shares to be disposed by the Disposal of Treasury Shares:
Total number of treasury shares after the Disposal of Treasury Shares:

32,868,879 shares
30,000,000 shares
2,868,879 shares

4. Use of Proceeds
The Company plans to use the proceeds of approximately ¥114.0 billion from the New Share Offering and theDisposal of Treasury Shares as follows: approximately ¥49 billion for phase I of the production capacity expansionof non-oriented electrical steel sheet at our facilities located in the Kurashiki District (a portion of which has alreadybeen invested with borrowings for which the proceeds will be used to repay) by the end of September 2024,approximately ¥46 billion for phase II of such production capacity expansion by the end of March 2027,
approximately ¥15 billion for capital in connection with the establishment of the grain-oriented electrical steel sheet
manufacturing and sales joint venture with JSW Steel Limited, and the remaining balance will be appropriated toworking capital on hand.
In addition, the Company plans to use the proceeds of approximately ¥90 billion from the Bond Offering as follows;
approximately ¥15 billion for the installation of an electric arc furnace for stainless steel in the Chiba District by theend of March 2026, and approximately ¥75 billion for equipment and business investments as well as research anddevelopment expenses related to the decarbonization of the steel manufacturing process and the repayment ofborrowings or bonds by the end of March 2028.
The Company believes that the International Offering will enable us to build a financial base and secure financial
flexibility to support the GX strategy as the group’s growth strategy, as well as to ensure sustainable profit growth.
[End of Document]This press release does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The securities
referred to in this press release have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the“Securities Act”). The securities may not be offered or sold in the United States absent registration or an exemption from registration underthe Securities Act. The securities referred to above will not be publicly offered or sold in the United States.