December 19, 2023
Company name:NIPPON STEEL CORPORATION

Representative:

Eiji Hashimoto
Representative Director and President

Stock listing:Prime Market of Tokyo Stock Exchange / Nagoya Stock
Exchange / Fukuoka Stock Exchange / Sapporo
Securities Exchange

Code number:

5401

Contact:

Public Relations Center, General Administration Div.
(Telephone: +81-3-6867-2135, 2146, 2977, 3419)(Correction) Notice regarding Partial Correction in “Acquisition of United States Steel Corporation”
NIPPON STEEL CORPORATION announces the partial correction in “Acquisition of United States Steel Corporation”
dated December 18, 2023 as follows.
Particulars
Corrections are underlined.
(Before Correction)
NIPPON STEEL CORPORATION (“NSC” or the “Company”) hereby announces that, today (Tokyo time), it has decided
to acquire United States Steel Corporation (“U. S. Steel”), an integrated blast furnace and electric arc furnace steel
manufacturer in the United States through NIPPON STEEL NORTH AMERICA, INC. (“NSNA”), a wholly-owned
subsidiary of the Company (the “Transaction”) and to enter into a merger agreement with U. S. Steel, pursuant to the decisionof the Representative Director of the Company, upon a mandate by the resolution of the Board of Directors on November 30,2023, December 15, 2023 and December 18, 2023.
NSC and Castle also released today (Tokyo time) a joint statement which is attached as the Appendix hereto.
(After Correction)
NIPPON STEEL CORPORATION (“NSC” or the “Company”) hereby announces that, today (Tokyo time), it has decided
to acquire United States Steel Corporation (“U. S. Steel”), an integrated blast furnace and electric arc furnace steel
manufacturer in the United States through NIPPON STEEL NORTH AMERICA, INC. (“NSNA”), a wholly-owned
subsidiary of the Company (the “Transaction”) and to enter into a merger agreement with U. S. Steel, pursuant to the decisionof the Representative Director of the Company, upon a mandate by the resolution of the Board of Directors on November 30,
2023, December 15, 2023 and December 18, 2023.
NSC and U. S. Steel also released today (Tokyo time) a joint statement which is attached as the Appendix hereto.
1. Overview of Transaction(Before Correction)
The Transaction will be implemented by way of “reverse triangular merger” pursuant to which 2023 Merger Subsidiary,
Inc. , a wholly-owned subsidiary established by NSNA for the purpose of the Transaction, and U. S. Steel will be merged(the “Merger”). More specifically, upon the Merger, shares outstanding of U. S. Steel will be converted into the right toreceive the merger consideration (US$55.00 per share in cash) and will be canceled. In addition, all shares of the 2023 Merger
Subsidiary, Inc. owned by NSNA will be converted into common stock of U. S. Steel. As a result of the Transaction, U. S.
Steel will be a wholly-owned subsidiary of NSC. The closing of the Transaction is subject to approval by U. S. Steelshareholders, receipt of regulatory approvals and other closing conditions specified in the merger agreement.
[omitted](After Correction)
The Transaction will be implemented by way of “reverse triangular merger” pursuant to which 2023 Merger Subsidiary,
Inc. , a wholly-owned subsidiary established by NSNA for the purpose of the Transaction, and U. S. Steel will be merged(the “Merger”). More specifically, upon the Merger, shares outstanding of U. S. Steel will be converted into the right toreceive the merger consideration (US$55.00 per share in cash) and will be canceled. In addition, all shares of 2023 Merger
Subsidiary, Inc. owned by NSNA will be converted into common stock of U. S. Steel. As a result of the Transaction, U. S.
Steel will be a wholly-owned subsidiary of NSC. The closing of the Transaction is subject to approval by U. S. Steelshareholders, receipt of regulatory approvals and other closing conditions specified in the merger agreement.
The agreed per-share consideration to be paid to U. S. Steel shareholders represents a premium of 40% to U. S. Steel’s
closing share price of US$ 39.33 on December 15, 2023.
[omitted]
4. Number of Shares to be Acquired, Acquisition Value and Shareholding before and after Acquisition(Before Correction)
(1)

(2)
(3)
(4)

Number of Shares Held
before the Change0(Number of voting shares: 0)(Percentage of voting rights held: 0.0%)

Number of Shares to be

223,135,077 shares

Acquired (*4)

(Number of voting shares: 223,135,077 units)

Acquisition Value (*5)

Common shares of U. S. Steel: US$ 14,126 million (*)

Number of Shares Held
after the Change

1 share(Number of voting shares: 1 unit)(Percentage of voting shares held: 100.0%)(*4) Based on shares of common stock outstanding as of December 14, 2023.
(*5) Acquisition value includes the full amount required to purchase all outstanding options, restricted stock units and othersecurities including convertible notes etc.
(After Correction)
(1)

(2)
(3)
(4)

Number of Shares Held
before the Change0(Number of voting shares: 0)(Percentage of voting rights held: 0.0%)

Number of Shares to be

223,135,077 shares

Acquired (*4)

(Number of voting shares: 223,135,077 units)

Acquisition Value (*5)

Common shares of U. S. Steel: US$ 14,126 million

Number of Shares Held
after the Change

1 share(Number of voting shares: 1 unit)(Percentage of voting shares held: 100.0%)(*4) Based on shares of common stock outstanding as of December 14, 2023.
(*5) Acquisition value includes the full amount required to purchase all outstanding options, restricted stock units and othersecurities including convertible notes etc.
EndAdditional Information and Where to Find ItThis press release relates to the proposed transaction between the United States Steel Corporation (“U. S. Steel”) andNSC. In connection with the proposed transaction, U. S. Steel will file relevant materials with the United States Securities
and Exchange Commission (“SEC”), including U. S. Steel’s proxy statement on Schedule 14A (the “ProxyStatement”). The information in the preliminary Proxy Statement will not be complete and may be changed. The
definitive Proxy Statement will be delivered to stockholders of U. S. Steel. U. S. Steel may also file other documents withthe SEC regarding the proposed transaction. This press release is not a substitute for the Proxy Statement or for any otherdocument that may be filed with the SEC in connection with the proposed transaction. The proposed transaction will besubmitted to U. S. Steel’s stockholders for their consideration. BEFORE MAKING ANY VOTING DECISION, U. S.
STEEL’S STOCKHOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED OR TO BE FILED
WITH THE SEC, INCLUDING THE PROXY STATEMENT, AS WELL AS ANY AMENDMENTS ORSUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEYBECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT U. S. STEEL,NSC AND THE PROPOSED TRANSACTION.
U. S. Steel’s stockholders will be able to obtain free copies of the preliminary Proxy Statement and the definitive ProxyStatement (in each case, if and when available), as well as other documents containing important information about U. S.
Steel, NSC and the proposed transaction once such documents are filed with the SEC, without charge, at the SEC’s website(www.sec.gov). Copies of the Proxy Statement and the other documents filed with the SEC by U. S. Steel can also be
obtained, without charge, by directing a request to United States Steel Corporation, 600 Grant Street, Pittsburgh,Pennsylvania 15219, Attention: Corporate Secretary; telephone412-433-1121, or from U. S. Steel’s website
www.ussteel.com.
Participants in the Solicitation
NSC, U. S. Steel andtheir directors, and certain of their executive officers and employees may be deemed to beparticipants in the solicitation of proxies from U. S. Steel’s stockholders in respect of the proposedtransaction. Information regarding the directors and executive officers of U. S. Steel who may, under the rules of theSEC, be deemed participants in the solicitation of U. S. Steel’s stockholders in connection with the proposed transaction,including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the Proxy
Statement when it is filed with the SEC. Information about these persons is included in each company’s annual proxystatement and in other documents subsequently filed with the SEC, and will be included in the Proxy Statement whenfiled. Free copies of the Proxy Statement and such other materials may be obtained as described in the precedingparagraph.
Forward-Looking Statements
This press release contains information regarding U. S. Steel and NSC that may constitute “forward-looking statements,”
as that term is defined under the Private Securities Litigation Reform Act of 1995 and other securities laws, that are subject
to risks and uncertainties. We intend the forward-looking statements to be covered by the safe harbor provisions forforward-looking statements in those sections. Generally, we have identified such forward-looking statements by using thewords “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “target,” “forecast,” “aim,” “should,” “plan,”“goal,” “future,” “will,” “may” and similar expressions or by using future dates in connection with any discussion of,among other things, statements expressing general views about future operating or financial results, operating or financial
performance, trends, events or developments that we expect or anticipate will occur in the future, anticipated cost savings,
potential capital and operational cash improvements and changes in the global economic environment, as well asstatements regarding the proposed transaction, including the timing of the completion of the transaction. However, theabsence of these words or similar expressions does not mean that a statement is not forward-looking. Forward-looking
statements include all statements that are not historical facts, but instead represent only U. S. Steel’s beliefs regarding
future goals, plans and expectations about our prospects for the future and other events, many of which, by their nature,are inherently uncertain and outside of U. S. Steel’s or NSC’s control. It is possible that U. S. Steel’s or NSC’s actual results
and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated inthese forward-looking statements. Management of U. S. Steel or NSC, as applicable, believes that these forward-looking
statements are reasonable as of the time made. However, caution should be taken not to place undue reliance on any suchforward-looking statements because such statements speak only as of the date when made. In addition, forward looking
statements are subject to certain risks and uncertainties that could cause actual results to differ materially from U. S. Steel'sor NSC’s historical experience and our present expectations or projections. Risks and uncertainties include without
limitation: the ability of the parties to consummate the proposed transaction on a timely basis or at all; the timing, receipt
and terms and conditions of any required governmental and regulatory approvals of the proposed transaction that could
cause the parties to terminate the definitive agreement and plan of merger relating to the proposed transaction (the “MergerAgreement”); the occurrence of any event, change or other circumstances that could give rise to the termination of theMerger Agreement; the possibility that U. S. Steel’s stockholders may not approve the proposed transaction; the risks anduncertainties related to securing the necessary stockholder approval; the risk that the parties to the Merger Agreement may
not be able to satisfy the conditions to the proposed transaction in a timely manner or at all; risks related to disruption ofmanagement time from ongoing business operations due to the proposed transaction; certain restrictions during thependency of the proposed transaction that may impact U. S. Steel’s ability to pursue certain business opportunities orstrategic transactions; the risk that any announcements relating to the proposed transaction could have adverse effects on
the market price of U. S. Steel’s common stock or NSC’s common stock or American Depositary Receipts; the risk of any
unexpected costs or expenses resulting from the proposed transaction; the risk of any litigation relating to the proposedtransaction; and the risk that the proposed transaction and its announcement could have an adverse effect on the ability ofU. S. Steel or NSC to retain customers and retain and hire key personnel and maintain relationships with customers,suppliers, employees, stockholders and other business relationships and on its operating results and business generally;
and the risk the pending proposed transaction could distract management of U. S. Steel. U. S. Steel directs readers to its
Form 10-K for the year ended December 31, 2022 and Quarterly Report on Form 10-Q for the quarter ended September
30, 2023, and the other documents it files with the SEC for other risks associated with U. S. Steel’s futureperformance. These documents contain and identify important factors that could cause actual results to differ materiallyfrom those contained in the forward-looking statements. Risks related to NSC’s forward-looking statements include,
but are not limited to, changes in regional and global macroeconomic conditions, particularly in Japan, China and theUnited States; excess capacity and oversupply in the steel industry; unfair trade and pricing practices in regional markets;
the possibility of low steel prices or excess iron ore supply; the possibility of significant increases in market prices of
essential raw materials; the possibility of depreciation of the value of the Japanese yen against the U.S. dollar and othermajor foreign currencies; the loss of market share to substitute materials; NSC’s ability to reduce costs and improve
operating efficiency; the possibility of not completing planned alliances, acquisitions or investments, or such alliances,acquisitions or investments not having the anticipated results; natural disasters and accidents or unpredictable events which
may disrupt NSC’s supply chain as well as other events that may negatively impact NSC’s business activities; risks relating
to CO2 emissions and NSC’s challenge for carbon neutrality; the economic, political, social and legal uncertainty of doing
business in emerging economies; the possibility of incurring expenses resulting from any defects in our products orincurring additional costs and reputational harm due to product defects of other steel manufacturers; the possibility that
we may be unable to protect our intellectual property rights or face intellectual property infringement claims by thirdparties; changes in laws and regulations of countries where we operate, including trade laws and tariffs, as well a tax,environmental, health and safety laws; and the possibility of damage to our reputation and business due to data breaches
and data theft. All information in this press release is as of the date above. Neither U. S. Steel nor NSC undertakes any
duty to update any forward-looking statement to conform the statement to actual results or changes in U. S. Steel’s or
NSC’s expectations whether as a result of new information, future events or otherwise, except as required by law.