This document is an English translation of the official Japanese version of the Press Release (“Official
Japanese Version”). This English translation was prepared for your reference, to help you understandwhat is stated in the Official Japanese Version. In the event of any discrepancy between the Official
Japanese Version and the English translation, the Official Japanese Version will prevail.
April 11, 2023
To Whom It May Concern,
Company name:
Representative:
Stock listing
Code number:Contact:

Nippon Steel Corporation
Eiji Hashimoto,
Representative Director and President
Prime Market of Tokyo Stock Exchange / Nagoya Stock
Exchange / Fukuoka Stock Exchange / Sapporo Securities
Exchange
5401
Shinnosuke Arita, General Manager, Public Relations Center(Telephone: +81-3-6867-2135, 2146, 2977, 3419)

Notice Regarding Results of Tender Offer for Shares of Nippon Steel Trading Corporation(Securities Code: 9810) and Change in the Subsidiary
On March 10, 2023, Nippon Steel Corporation (the “Tender Offeror”) decided to acquire the shares ofcommon stock (the “Target Company Shares”) of Nippon Steel Trading Corporation (Securities Code:
9810, Prime Market of Tokyo Stock Exchange, Inc. (the “Tokyo Stock Exchange”); the “Target
Company”) through a tender offer (the “Tender Offer”) under the Financial Instruments and Exchange
Act of Japan (Act No. 25 of 1948, as amended; the “Act”), and implemented the Tender Offer fromMarch 13, 2023. Since the Tender Offer was completed on April 10, 2023, the Tender Offeror hereby
announces the results of the Tender Offer as follows.
Furthermore, the Tender Offeror also announces that as a result of the Tender Offer, the Target Company
is planned to become a consolidated subsidiary of the Tender Offeror as of April 14, 2023
(commencement date of the settlement for the Tender Offer).
I.

Results of the Tender Offer

1.

Outline of the Tender Offer(1)

Name and Location of the Tender Offeror
Nippon Steel Corporation
2-6-1 Marunouchi, Chiyoda-ku, Tokyo(2)

Name of the Target Company
Nippon Steel Trading Corporation(3)

Classes of Shares for Purchase
Common stock(4)Number of Shares Planned for Purchase

Number of Shares Planned forPurchase

Minimum Number of Shares
Planned for Purchase

Maximum Number of Shares
Planned for Purchase

14,686,938 shares

3,934,571 shares— shares(Note 1)

If the total number of the shares tendered in the Tender Offer (the “Tendered Shares”) falls
short of the minimum number of shares planned for purchase (3,934,571 shares), the Tender
Offeror will purchase none of the Tendered Shares. If the total number of the Tendered
Shares is the same as or more than the minimum number of shares planned for purchase(3,934,571 shares), the Tender Offeror will purchase all of the Tendered Shares.

(Note 2)

Because the maximum number of shares planned for purchase has not been set in the Tender
Offer, the “Number of Shares Planned for Purchase” is the possible maximum number ofTarget Company Shares (14,686,938 shares) to be obtained by the Tender Offeror throughthe Tender Offer. This maximum number of shares (14,686,938 shares) is obtained bydeducting (a), (b), and (c) from (d), wherein (a) is the number of treasury shares owned by
the Target Company as of December 31, 2022, notified by the Target Company to the Tender
Offeror (50,533 shares), (b) is the number of the Target Company Shares owned by theTender Offeror as of March 10, 2023 (11,141,529 shares) and (c) is the number of the Target
Company Shares owned by Mitsui & Co., Ltd. (“Mitsui & Co.”) as of March 10, 2023
(6,428,800 shares), and (d) is the total number of issued shares as of December 31, 2022,
stated in the Target Company’s 46th third quarterly report submitted by the Target Company
on February 14, 2023 (the “Target Company’s Third Quarterly Report”) (32,307,800 shares).

(Note 3)

Shares in quantities of less than one unit and cross-held shares (referring to the Target
Company Shares owned by Tetsusho Kayaba Corporation; hereinafter the same applies) arealso subject to the Tender Offer. If a right to demand the purchase of shares in quantities ofless than one unit is exercised by a shareholder pursuant to the Companies Act (Act No. 86
of 2005, as amended), the Target Company may purchase those shares during the purchaseperiod for the Tender Offer (the “Tender Offer Period”), in accordance with the procedures
under the laws and regulations.

(Note 4)The Tender Offeror does not intend to acquire any treasury shares owned by the Target
Company through the Tender Offer.

(5)

Purchase Period(I) Initial Purchase Period Set at the Time of Submission
From March 13, 2023 (Monday) to April 10, 2023 (Monday) (20 business days)(II) Possibility of Extension at Request of the Target Company
Pursuant to Article 27-10, paragraph (3) of the Act, the Tender Offer Period was planned to be 30
business days until April 24, 2023 (Monday) if the Target Company submitted a position statement
seeking an extension of the Tender Offer Period. However, such event did not occur.
(6)

Purchase Price
9,300 yen per share of common stock

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2.

Results of the Tender Offer(1)

Whether the Tender Offer Has Been Successful
In the Tender Offer, there was a condition that if the total number of the Tendered Shares falls
short of the minimum number of shares planned for purchase (3,934,571 shares), the Tender
Offeror will purchase none of the Tendered Shares, but the total number of the Tendered Shares(11,507,774 shares) has reached the minimum number of shares planned for purchase(3,934,571 shares); therefore, it will purchase all of the Tendered Shares, as stated in the Public
Notice for the Commencement of the Tender Offer and the Tender Offer Statement (including
the matters amended by the Amendment Statement of the Tender Offer Statement submitted on
March 24, 2023).

(2)

Date of Public Notice and Name of Newspaper for Public Notice of the Results of the Tender
Offer
The Tender Offeror announced the results of the Tender Offer to the press at the Tokyo Stock
Exchange on April 11, 2023, pursuant to Article 27-13, paragraph (1) of the Act, in accordancewith the methods specified in Article 9-4 of the Order for Enforcement of the Financial
Instruments and Exchange Act (Cabinet Order No. 321 of 1965, as amended) and Article 30-2of the Cabinet Office Order on Disclosure Required for Tender Offer for Shares Certificates by
Persons Other Than Issuers (Ministry of Finance Order No. 38 of 1990, as amended; the“Cabinet Office Order”).

(3)

Number of Shares Purchased
Class of Shares(i) Number of Tenders
Converted into Shares(ii)

Number of Purchases
Converted into Shares

Shares
11,507,774 shares

11,507,774 shares— shares— shares— shares— shares

Trust beneficiary certificatesof Shares ()— shares— shares

Depository receipts for
Shares ()— shares— shares11,507,774 shares

11,507,774 shares—(— shares)

Share options
Bonds with share options

Total(Total number of dilutive
Shares)(4)

Ownership Ratio of Shares After the Purchase

Number of voting rights pertaining to Shares
owned by the Tender Offeror before thepurchase

111,415 voting rights (Ownership ratio of Shares before
the purchase: 34.54%)-3-

Number of voting rights pertaining to(Ownership ratio of Shares
67,746 voting rights before the purchase:
Shares owned by specially relatedparties before the purchase21.00%)
Number of voting rights pertaining to Shares(Ownership ratio of Shares after
owned by the Tender Offeror after the
226,493 voting rights
the purchase: 70.21%)
purchase
Number of voting rights pertaining to
64,288 voting rights (Ownership ratio of Shares after
Shares owned by specially related parties
the purchase: 19.93%)
after the purchase
Number of voting rights of all Target
320,978 voting rights
Company shareholders(Note 1) “Number of voting rights pertaining to Shares owned by specially related parties before thepurchase” and “Number of voting rights pertaining to Shares owned by specially relatedparties after the purchase” are the total of the voting rights pertaining to the shares owned by
specially related parties (excluding those that are excluded from specially related parties
pursuant to Article 3, paragraph (2), item (i) of the Cabinet Office Order in the calculation of
the ownership ratio of shares under the items of Article 27-2, paragraph (1) of the Act).
(Note 2)

“Number of voting rights of all Target Company shareholders” is the number of the voting
rights of all shareholders as of September 30, 2022, stated in the Target Company’s Third
Quarterly Report. However, since shares in quantities of less than one unit and cross-heldshares were also subject to the Tender Offer, for the purpose of calculating the “Ownership
ratio of Shares before the purchase” and the “Ownership ratio of Shares after the purchase,”
the number of voting rights (322,572 voting rights) pertaining to the number of shares, which
is obtained by deducting the number of treasury shares owned by the Target Company as ofDecember 31, 2022, notified by the Target Company to the Tender Offeror (50,533 shares)
from the total number of issued shares of the Target Company as of December 31, 2022,
stated in the Target Company’s Third Quarterly Report (32,307,800 shares), was used as thedenominator.

(Note 3)

With regard to the “Ownership ratio of Shares before the purchase” and the “Ownership ratioof Shares after the purchase,” any fraction is rounded off to two decimal places.

(5)

Calculation if the Purchase is Conducted on a Pro Rata Basis
Not applicable.

(6)

Method of Settlement(I)

Name and Head Office Location of Securities Company Conducting Settlement of the PurchaseMizuho Securities Co., Ltd.

(II)

1-5-1, Otemachi, Chiyoda-ku, Tokyo

Commencement Date of Settlement
April 14, 2023 (Friday)(III)

Method of Settlement
After expiration of the Tender Offer Period, a notice of purchase through the Tender Offer will
be mailed to the addresses of the shareholders who tendered their shares in the Tender Offer (the“Tendering Shareholders”) (or in the case of shareholders who are residents of foreign countries(including corporate shareholders; “Foreign Shareholders”), their standing proxies) without
delay. The purchase will be made in cash. The proceeds from selling the shares purchased
will be remitted by the tender offer agent to the places designated by the Tendering Shareholders-4-(or in the case of Foreign Shareholders, their standing proxies) or will be paid to the accountsof the Tendering Shareholders opened with the tender offer agent and used to accept their tenderapplications in accordance with the Tendering Shareholders’ instructions (or in the case of
Foreign Shareholders, their standing proxies) on or after the commencement date of settlement
without delay.
3.

Policies Following the Tender Offer and the Outlook Going Forward
The policies after the Tender Offer have not changed from the “Notice Regarding
Commencement of Tender Offer for Shares of Nippon Steel Trading Corporation (Securities
Code: 9810)” announced on March 10, 2023 (including the matters amended by the“(Amendment) Notice Regarding Partial Amendment to “Notice Regarding Commencement of
Tender Offer for Shares of Nippon Steel Trading Corporation (Securities Code: 9810)”
associated with the filing of an Amended Statement to Tender Offer Statement” announced on
March 24, 2023).
Following the results of the Tender Offer, the Tender Offeror intends to implement theprocedures to make the Tender Offeror and Mitsui & Co. the only shareholders of the Target
Company. As of today, the Target Company Shares are listed on the Prime Market of the Tokyo
Stock Exchange. However, if these procedures are implemented, the Target Company Shares
will be delisted through prescribed procedures in accordance with the delisting criteria of theTokyo Stock Exchange. After delisting, the Target Company Shares will no longer be tradedon the Prime Market of the Tokyo Stock Exchange. The Target Company will promptly
announce the future procedures upon determination after discussions between the Tender
Offeror and the Target Company.

4.

Location Where a Copy of the Tender Offer Report is Available for Public Inspection
Nippon Steel Corporation(2-6-1 Marunouchi, Chiyoda-ku, Tokyo)
Tokyo Stock Exchange, Inc.
(2-1 Nihombashi Kabutocho, Chuo-ku, Tokyo)

II.

Change in the Subsidiary1.

Reason for the Change
As a result of the Tender Offer, the Target Company is planned to become a consolidated
subsidiary of the Tender Offeror as of April 14, 2023 (the commencement date of the settlement
for the Tender Offer).

2.

Overview of the Subsidiary Subject to the Change (the Target Company)
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)

Name
Location
Name and Title ofRepresentative
Description ofBusiness Activities
CapitalDate of
Establishment
Major Shareholders
and Ownership
Percentage (as of

Nippon Steel Trading Corporation
2-7-1 Nihonbashi, Chuo-ku, Tokyo
Shinichi Nakamura, President and Representative Director
Marketing and import/export of steel, industrial supply andinfrastructure, foodstuffs, textiles and others
16,389 million yen (as of December 31, 2022)
August 2, 1977
Nippon Steel Corporation
Mitsui & Co., Ltd.
(Custody Bank of Japan, Ltd. as Standing Proxy)-5-

34.54%
19.93%

September 30, 2022)*Excluding treasury
sharesThe Master Trust Bank of Japan, Ltd. (trust account)
7.57%
Custody Bank of Japan, Ltd. (trust account)
3.74%
Employee Stock Ownership
1.36%
DFA INTL SMALL CAP VALUE PORTFOLIO
1.04%(Citibank, N.A., Tokyo Branch as Standing Proxy)
Custody Bank of Japan, Ltd. (trust account, 4)
0.87%
Custody Bank of Japan, Ltd (Sumitomo Mitsui Trust
0.67%
and Bank, Limited Retrust Account / Nippon Denko
Co., Ltd. Retirement Benefit Trust Account)
UBS AG LONDON A/C IPB SEGREGATED
0.62%
CLIENT ACCOUNT(Citibank, N.A., Tokyo Branch as Standing Proxy)
JP MORGAN CHASE BANK 385781
0.58%(Mizuho Bank, Ltd., Settlement & Clearing Services
Department as Standing Proxy)(viii) Relationship between the Tender Offeror and the Target Company
The Tender Offeror directly owns 11,141,529 Target Company
Shares (ownership ratio: 34.54%), and together with the Target
Company Shares indirectly owned by Nippon Steel Metal
Products Co., Ltd. (the number of shares owned: 129,800 shares,
ownership ratio: 0.40%), Nippon Steel Logistics Co., Ltd. (thenumber of shares owned: 8,400 shares, ownership ratio: 0.03%)
and Nippon Steel SG Wire Co., Ltd. (the number of shares owned:
4,400 shares, ownership ratio: 0.01%), which are the Tender
Offeror’s wholly-owned subsidiaries, and Oji Steel Co., Ltd. (theCapital Relationshipnumber of shares owned: 20,000 shares, ownership ratio: 0.06%),
Sanyo Special Steel Co., Ltd. (the number of shares owned:
7,700 shares, ownership ratio: 0.02%) and Nippon Steel Cement
Co., Ltd. (the number of shares owned: 4,400 shares, ownership
ratio: 0.01%), which are the Tender Offeror’s consolidated
subsidiaries, the Tender Offeror owns 11,316,229 Target
Company Shares in total (ownership ratio: 35.08%), making theTarget Company its equity-method affiliate.
Four directors of the Target Company are from the Tender Offeror,
and one Audit and Supervisory Board Member of the Target
Company concurrently serves as an Executive Vice President of the
Personnel
Tender Offeror. (Note 2)
RelationshipIn addition, as of December 31, 2022, nine employees of the Tender
Offeror are seconded to the Target Company, and six employees of
the Target Company are seconded to the Tender Offeror.
The Tender Offeror sells steel products to, and purchases raw
Business Relationshipfuels, machinery, and other items from, the Target Company.
Status as Related
The Target Company is an equity-method affiliate of the Tender
Parties
Offeror and is thus a related party.
(ix)
The Target Company’s Consolidated Business Performance and Consolidated Financial
Condition for the Last Three Years
Fiscal Year
Fiscal Year Ended
Fiscal Year Ended
Fiscal Year Ended
March 2020
March 2021
March 2022
Consolidated net assets
254,877 million yen
278,090 million yen
308,198 million yen
Consolidated total assets
857,744 million yen
883,285 million yen
1,100,441 million
yenConsolidated net assets
7,329.73 yen
7,917.51 yen
8,759.36 yen
per share
Consolidated net sales
2,480,256 million
1,271,050 million
1,865,907 million
yen
yen
yen

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Consolidated operating
32,088 million yen
22,361 million yen
44,627 million yen
profitConsolidated ordinary
33,244 million yen
25,772 million yen
47,810 million yen
profitProfit for the year
20,708 million yen
15,992 million yen
35,417 million yen
attributable to owner ofthe parent
Consolidated earnings for641.97 yen
495.79 yen
1,098.03 yen
the year per share
Cash dividends per share
200.00 yen
160.00 yen
350.00 yen(interim dividends shown(115.00)(50.00)(160.00)
in brackets)(Note 1) The “(vii) Major Shareholders and Ownership Percentage (as of September 30, 2022)” is
described based on the “Major Shareholders” in the 46th second quarterly report submitted
by the Target Company on November 14, 2022.
(Note 2) The above-mentioned Audit and Supervisory Board Member of the Target Company will
resign from the post of the Audit and Supervisory Board Member of the Target Company asof April 14, 2023 (the commencement date of settlement of the Tender Offer).
3.
Number of Shares Acquired, Acquisition Price, and Status of Shareholding owned Before andAfter the Acquisition(1) Number of shares owned before thechange11,141,529 shares(Number of voting rights: 111,415 voting rights)(Ownership ratio of voting rights: 34.54%)(2) Number of shares acquired
11,507,774 Target Company Shares(Number of voting rights: 115,077 voting rights)(Ownership ratio of voting rights: 35.67%)(3) Acquisition priceTarget Company Shares: 107,022 million yen(4) Number of shares owned after the
22,649,303 shareschange(Number of voting rights: 226,493 voting rights)(Ownership ratio of voting rights: 70.21%)(Note 1) For the purpose of calculating the “Ownership ratio of voting rights,” the number of voting
rights (322,572 voting rights) pertaining to the number of shares, which is obtained bydeducting the number of treasury shares owned by the Target Company as of December 31,
2022, notified by the Target Company to the Tender Offeror (50,533 shares) from the total
number of issued shares of the Target Company as of December 31, 2022, stated in the Target
Company’s Third Quarterly Report (32,307,800 shares), was used as the denominator.
(Note 2)

With regard to the “Ownership ratio of voting rights,” any fraction is rounded off to two
decimal places.

(Note 3)The “Acquisition price” is rounded down to the nearest million yen. Advisory fees, etc. are
not included.

4.

Schedule of the Change (Planned)
April 14, 2023 (Friday) (the commencement date of the settlement for the Tender Offer)

5.

Outlook Going Forward

The impact of the change in the subsidiary through the Tender Offer on the business results for thecurrent fiscal year is being examined. If the necessity to revise the financial forecast or any fact to beannounced arises in the future, the Tender Offeror will promptly announce it.
End.

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[U.S. Regulations]
The Tender Offer will be conducted in compliance with the procedures and information
disclosure standards provided under the Financial Instruments and Exchange Act of Japan,
and those procedures and standards are not always the same as those applicable in the UnitedStates. In particular, neither Section 13(e) nor Section 14(d) of the U.S. Securities Exchange
Act of 1934 (as amended, the “U.S. Securities Exchange Act of 1934”) or the rules underthese sections apply to the Tender Offer; therefore, the Tender Offer is not conducted inaccordance with the procedures or standards prescribed thereby. The financial information
included in this press release does not conform to the U.S. accounting standards and may not
be equivalent to the financial information of a company in the United States. Also, because
the Tender Offeror and the Target Company are corporations incorporated outside the UnitedStates and some or all of their directors are non-U.S. residents, it may be difficult to exercise
rights or demands against them under the U.S. securities laws. In addition, it may not be
possible to commence any legal procedures in courts outside the United States against a nonU.S. corporation or its directors based on a breach of U.S. securities laws. Furthermore,
U.S. courts are not necessarily granted jurisdiction over a non-U.S. corporation or its
directors.
All procedures regarding the Tender Offer will be conducted in Japanese unless specificallyset forth otherwise. All or part of the documents regarding the Tender Offer will be preparedin English. However, if there is any discrepancy between the documents in English andthose in Japanese, the documents in Japanese shall prevail.
[Forward-Looking Statements]
This press release includes forward-looking statements as defined in Section 27A of the U.S.
Securities Act of 1933 (as amended) and Section 21E of the U.S. Securities Exchange Act of1934. The actual results may be significantly different from the predictions expressly or
impliedly indicated in the forward-looking statements, due to known or unknown risks,
uncertainty, or other factors. The Tender Offeror or its affiliates do not guarantee that thepredictions expressly or impliedly indicated as the forward-looking statements will turn out
to be correct. The forward-looking statements included in this press release were preparedbased on the information held by the Tender Offeror as of the date hereof, and unless obligatedby laws or regulations or the rules of a financial instruments exchange, the Tender Offeror or
its affiliates shall not be obligated to update or revise the statements to reflect future incidents
or situations.

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