This document is the English translation of the official Japanese version of the Press Release (“OfficialJapanese Version”). This English translation was prepared for your reference, to help you understand whatis 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.
March 29, 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
Public Relations Center, General Administration Div.
(Telephone: +81-3-6867-2135, 2146, 2977, 3419)

Announcement of Conclusion of a Memorandum of Understanding (“MOU”) regarding a Company
Split (Simplified Absorption-type Company Split) between
Nippon Steel Corporation and Nippon Steel Engineering Co., Ltd.
Nippon Steel Corporation (“NSC”) and Nippon Steel Engineering Co., Ltd. (“NSE”), a wholly-owned
subsidiary of NSC, hereby announce that they have today decided to execute a MOU regarding the transferof a part of the steel plant business of NSE to NSC by means of a company split (the “Company Split”). AtNSC, directors made the decision based on a mandate from the board of directors, and at NSE, the decision
was made by a resolution of the board of directors. Details are as follows.

Since the Company Split is a simplified absorption-type company split in which the parent company
succeeds to the business of its wholly-owned subsidiary, the disclosed matters and contents are partiallyomitted.

1. Purpose of the Company Split
NSE provides in its steel plant business high-quality, environmentally conscious, and energy-saving steel
plant equipment, both in and outside of Japan, by utilizing its wealth of knowledge, technologies andachievements accumulated over more than half a century.

The purpose of the Company Split is to strengthen facilities engineering system through the optimal
allocation of management resources among Nippon Steel group to further promote the development ofinnovative process technologies and introduction of equipment, etc. to support NSC’s carbon neutrality
and the manufacture of high-value-added products. Under the Company Split, NSC will take over thebusiness (the “Business”) conducted by NSE’s Plant & Machinery Sector (excluding business, etc.
related to the coke dry quenching (CDQ) system conducted by the Plant & Machinery BusinessDepartment).

2. Outline of the Company Split(1) Schedule of the Company Split
Date of decision to conclude the MOU

March 29, 2023

Date of conclusion of the MOU

March 29, 2023

Date of decision to conclude theEarly August, 2023 (planned)

company split agreement
Date of conclusion of the company split

Early August, 2023 (planned)

agreement
Scheduled date of closing (effectiveOctober 1, 2023 (planned)

date)* Since the Company Split falls under the category of: (i) for NSC, a simplified absorption-typecompany split as set forth in Article 796, Paragraph 2 of the Companies Act; and (ii) for NSE, botha short-form absorption-type company split as set forth in Article 784, Paragraph 1 of theCompanies Act and a simplified absorption-type company split as set forth in Article 784,
Paragraph 2 of the Companies Act, neither NSC nor NSE will hold a general meeting ofshareholders for approval of the company split agreement.

(2) Method of the Company Split
A company split in which NSC will be the successor company and NSE will be the splitting company.

(3) Details of the Allotment in Relation to the Company Split
Since this is a company split between a parent company and its wholly-owned subsidiary, no allotmentof shares or payment of other consideration will be made.

(4) Treatment of Stock Acquisition Rights and Bonds with Stock Acquisition Rights upon the CompanySplit
Not applicable.

(5) Change in Paid-in Capital as a Result of the Company Split
There will be no change in NSC’s paid-in capital as a result of the Company Split.

(6) Rights and Obligations Succeeded to by the Successor Company
Under the Company Split, NSC will succeed to the assets, liabilities and other rights and obligations
held by NSE in connection with the Business, as specified in the company split agreement.

(7) Prospects for Performance of Obligations
It has been determined that there are no problems foreseen in fulfillment of obligations to be incurredby NSC and NSE on and after the effective date of the Company Split.

3. Outlines of the Companies Involved in the Company Split(1) NSC
1. Name

Nippon Steel Corporation

2. Location

2-6-1 Marunouchi, Chiyoda-ku, Tokyo

3. Name and Title of Representative

Eiji Hashimoto, Representative Director and President

4. Description of Business Activities

Steelmaking and steel fabrication, engineering and construction,
chemicals and materials, system solutions

5. Capital¥419,524 million

6. Date of Incorporation

April 1, 1950

7. Number of Outstanding Shares

950,321,402 shares

8. Fiscal Year End

March 31

9. Major Shareholders and Shareholding

The Master Trust Bank of Japan, Ltd. (Trust Account)

15.5％

Custody Bank of Japan, Ltd. (Trust Account)

5.7％

Nippon Life Insurance Company

2.1％

STATE STREET BANK WEST CLIENT – TREATY

1.7％

Ratios (as of September 30, 2022)

505234
Meiji Yasuda Life Insurance Company

1.5％

Mizuho Bank, Ltd.

1.3％

Nippon Steel Group Employees Shareholding

1.3％

Association
Sumitomo Mitsui Banking Corporation

1.1％

Sumitomo Corporation

1.1％

MUFG Bank, Ltd.

1.0％

10. Financial Position and Operating Results for the Immediately Preceding Fiscal Year (Consolidated/IFRS)Fiscal YearFY ended March 2022

Total Equity

JPY 3,897,008 million

Total Assets

JPY 8,752,346 million

Equity Attributable to Owners of theJPY 3,764.69

Parent per Share
Revenue

JPY 6,808,890 million

Business Profit*

JPY 938,130 million

Operating Profit

JPY 840,901 million

Profit Before Income Taxes

JPY 816,583 million

Profit for the Year Attributable to

JPY 637,321 million

Owners of the Parent
Basic Earnings per ShareJPY 692.16

*Business profit on consolidated statements of profit or loss indicates the results of sustainable businessactivities, and is an important measure to compare and evaluate Nippon Steel group’s consolidated
performance continuously. It is defined as being deducted cost of sales, selling general and administrative
expenses and other operating expenses from revenue, and added share of profit in investments accounted
for using the equity method and other operating income. Other operating income and expenses arecomposed mainly of dividend income, foreign exchange gains or losses, and loss on disposal of fixedassets.

(2) NSE
1. Name

Nippon Steel Engineering Co., Ltd.

2. Location

1-5-1 Osaki, Shinagawa-ku, Tokyo

3. Name and Title of Representative

Yukito Ishiwa, Representative Director andPresident

4. Description of Business Activities

Design, construction, operation, maintenance andmanagement of environment & energy related
facilities, pipelines, urban and marine infrastructureand steel plant and machinery

5. Capital

JPY 15,000 million

6. Date of Incorporation

February 13, 2006

7. Number of Outstanding Shares

300,000 shares

8. Fiscal Year End

March 31

9. Major Shareholders and Shareholding

100% owned by NSC

Ratios10. Financial Position and Operating Results for the Immediately Preceding Fiscal Year (Nonconsolidated/Japanese GAAP)
Fiscal YearFY ended March 2022

Net Assets

JPY 99,247 million

Total Assets

JPY 220,024 million

Net Assets per ShareJPY 330,826.55

Net Sales

JPY 177,687 million

Operating Profit

JPY 682 million

Ordinary Profit

JPY 3,938 million

Net Profit for the Year

JPY 5,428 million

Earnings per Share

JPY 18,095.13

4. Outline of the Business Division to be Succeeded(1) Business Description of the Division to be Succeeded
The business to be succeeded through the Company Split is the business conducted by NSE’s Plant &Machinery Sector (excluding business, etc. related to the CDQ system conducted by the Plant &Machinery Business Department).

(2) Operating Results of the Division to be Succeeded (Fiscal Year Ended March 2022)
Net sales JPY 22,356 million(3) Items and Amounts of Assets and Liabilities to be Succeeded
Yet to be determined.

5. Status Following the Company Split
There will be no changes in the NSC’s trade name, location of head office, name and title of therepresentative, business descriptions, paid-in capital or fiscal year-end as a result of the Company Split.

6. Future Prospects
Since the Company Split is an absorption-type company split between a parent company and its whollyowned subsidiary, the impact on NSC’s consolidated results will be immaterial.

(Reference) Consolidated Earnings Forecasts for the current Fiscal Year (released on February 9, 2023) andActual Consolidated Earnings Results for the Previous Fiscal Year of NSC
Profit for theRevenue

Business Profit

year Attributableto Owners of theParent

BasicEarnings
per Share

Current FY
Forecasts

JPY 8,000,000

JPY 870,000

JPY 670,000(FY Ending

millionmillionmillionResults, Actual

JPY 6,808,890

JPY 938,130

JPY 637,321(FY Endedmillion

millionmillionJPY 728.00

March 31, 2023)
Previous FYMarch 31, 2022)

JPY 692.16