This document is the 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.
March 24, 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)(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 filingof an Amended Statement to Tender Offer Statement
Nippon Steel Corporation (the “Tender Offeror”) commenced the tender offer (the “Tender Offer”) for
the shares of common stock (the “Target Company Shares”) of Nippon Steel Trading Corporation(Securities Code: 9810, Prime Market of Tokyo Stock Exchange, Inc.; the “Target Company”) under the
Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended; the “Act”) on March
13, 2023. However, with respect to the Tender Offer Statement of the Tender Offer, due to the discoveryof an error in the number of Audit and Supervisory Board Members who attended the Target Company’s
Board of Directors’ meeting held on March 10, 2023, and so forth, amendments have to be made tocertain parts of the Tender Offer Statement. Therefore, the Tender Offeror has filed an Amended
Statement to Tender Offer Statement today with the Director-General of the Kanto Local Finance Bureau
in accordance with Article 27-8, paragraph 1 of the Act.
Accordingly, the Tender Offeror hereby announces that the “Notice Regarding Commencement of
Tender Offer for Shares of Nippon Steel Trading Corporation (Securities Code: 9810)” dated March 10,2023, is amended as set forth below.
Particulars
Amendments are underlined.
1.

Purpose of the Purchase(1)
Overview of the Tender Offer(Before Amendment)[omitted]
According to the “Declaration of Opinion in Support of the Planned Commencement of the Tender Offer
for the Shares of the Company by Nippon Steel Corporation (a Related Company of the Company) andRecommendation for the Tender Offer” announced by the Target Company on December 21, 2022 (the“Target Company Press Release Dated December 21, 2022”), at the Target Company’s board of directors
meeting held on December 21, 2022, the Target Company resolved to express its opinion as of that dateto support the Tender Offer and to recommend that the shareholders of the Target Company tender their-1-

shares in the Tender Offer if the Tender Offer is commenced. Furthermore, in the above-mentioned
board of directors meeting, it was resolved that the Target Company is to follow the following procedure
in expressing its opinion: as stated in “(iii) Details of the Decision” of” “(ii) Process of and Reasons forthe Decision Making by the Target Company” of “(II) Background, Purpose and Decision-Making
Process Leading to the Decision to Implement the Tender Offer,” when the Tender Offer is to commence,
the Target Company will request that the special committee, established by the Target Company,
examine whether there are any changes in the contents of the report that the special committee made to
the Target Company’s board of directors as of December 21, 2022, and if there is no change, state tothat effect; alternatively, if there is any change, report the changed contents to the board of directors;
and based on such opinion of the special committee, the Target Company is to re-express its opinion
regarding the Tender Offer at the time of commencement of the Tender Offer. In addition, according
to the “Declaration of Opinion in Support of the Tender Offer for the Shares of the Company by Nippon
Steel Corporation (a Related Company of the Company) and Recommendation for the Tender Offer”
announced by the Target Company on March 10, 2023 (together with the Target Company Press Release
Dated December 21, 2022, collectively, the “Target Company Press Releases”), at its board of directors’
meeting held on March 10, 2023, the Target Company again resolved to express its opinion in supportof the Tender Offer and to recommend that the Target Company’s shareholders tender their shares in theTender Offer. For the details of the resolutions at the Target Company’s board of directors’ meetings
held on December 21, 2022 and March 10, 2023, please refer to the Target Company Press Releases and“(VIII) Approval of All Directors of the Target Company Without Conflicts of Interest and Opinions by
All Audit and Supervisory Board Members of the Target Company that it had No Objection” in “(3)Measures to Ensure Fairness of the Tender Offer, Such as Measures to Ensure Fairness of the Tender
Offer Price as Well as Measures to Avoid Conflicts of Interest.”(After Amendment)[omitted]
According to the “Declaration of Opinion in Support of the Planned Commencement of the Tender Offer
for the Shares of the Company by Nippon Steel Corporation (a Related Company of the Company) andRecommendation for the Tender Offer” announced by the Target Company on December 21, 2022 (the“Target Company Press Release Dated December 21, 2022”), at the Target Company’s board of directors
meeting held on December 21, 2022, the Target Company resolved to express its opinion as of that dateto support the Tender Offer and to recommend that the shareholders of the Target Company tender theirshares in the Tender Offer if the Tender Offer is commenced. Furthermore, in the above-mentioned
board of directors meeting, it was resolved that the Target Company is to follow the following procedure
in expressing its opinion: as stated in “(iii) Details of the Decision” of” “(ii) Process of and Reasons forthe Decision Making by the Target Company” of “(II) Background, Purpose and Decision-Making
Process Leading to the Decision to Implement the Tender Offer,” when the Tender Offer is to commence,
the Target Company will request that the special committee, established by the Target Company,
examine whether there are any changes in the contents of the report that the special committee made to
the Target Company’s board of directors as of December 21, 2022, and if there is no change, state tothat effect; alternatively, if there is any change, report the changed contents to the board of directors;
and based on such opinion of the special committee, the Target Company is to re-express its opinion
regarding the Tender Offer at the time of commencement of the Tender Offer. In addition, according
to the “Declaration of Opinion in Support of the Tender Offer for the Shares of the Company by Nippon
Steel Corporation (a Related Company of the Company) and Recommendation for the Tender Offer”
announced by the Target Company on March 10, 2023 (together with the Target Company Press Release
Dated December 21, 2022, collectively, the “Target Company Press Releases”), at its board of directors’
meeting held on March 10, 2023, the Target Company again resolved to express its opinion in supportof the Tender Offer and to recommend that the Target Company’s shareholders tender their shares in theTender Offer. For the details of the resolutions at the Target Company’s board of directors’ meetings
held on December 21, 2022 and March 10, 2023, please refer to the Target Company Press Releases and“(VIII) Approval of All Directors of the Target Company Without Conflicts of Interest and Opinions by
All of the Attending Audit and Supervisory Board Members of the Target Company that it had No
Objection” in “(3) Measures to Ensure Fairness of the Tender Offer, Such as Measures to Ensure Fairnessof the Tender Offer Price as Well as Measures to Avoid Conflicts of Interest.”

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(2)

Background, Purpose and Decision-Making Process Leading to the Decision to Implement theTender Offer, and Post-Tender Offer Management Policy(II)

Decision-Making Process and Reasons Leading to the Target Company’s Support of the Tender
Offer

(iii)
Details of the Decision(Before Amendment)[omitted]
For the method of resolutions at the board of directors meetings held on December 21, 2022 and March
10, 2023 above, please see “(VIII) Approval of All Directors of the Target Company Without Conflictsof Interest in the Transaction, and No Objection from All Audit and Supervisory Board Members of theTarget Company Without Conflicts of Interest in the Transaction” of “(3) Measures to Ensure Fairnessof the Tender Offer, Such as Measures to Ensure Fairness of the Tender Offer Price as Well as Measures
to Avoid Conflicts of Interest” below.
(After Amendment)[omitted]
For the method of resolutions at the board of directors meetings held on December 21, 2022 and March
10, 2023 above, please see “(VIII) Approval of All Directors of the Target Company Without Conflictsof Interest in the Transaction, and No Objection from All of the Attending Audit and Supervisory Board
Members of the Target Company Without Conflicts of Interest in the Transaction” of “(3) Measures to
Ensure Fairness of the Tender Offer, Such as Measures to Ensure Fairness of the Tender Offer Price as
Well as Measures to Avoid Conflicts of Interest” below.
(3)

Measures to Ensure Fairness of the Tender Offer, Such as Measures to Ensure Fairness of theTender Offer Price as Well as Measures to Avoid Conflicts of Interest(VII)

Acquisition of a Share Valuation Report and a Fairness Opinion by the Special Committee froman Independent Third-party Valuation Agency(i)Name of the Valuation Agency and its Relationship with the Target Company and the Tender
Offeror(Before Amendment)[omitted]
As stated in “(II) Decision-Making Process and Reasons Leading to the Target Company’s Support of
the Tender Offer” of “(2) Background, Purpose and Decision-Making Process Leading to the Decision
to Implement the Tender Offer, and Post-Tender Offer Management Policy” above, when receiving theReport Dated December 21, 2022 submitted by the special committee on December 21, 2022, the Target
Company’s board of directors also received the Share Valuation Report (PLUTUS) and the Fairness
Opinion (PLUTUS) together. Furthermore, based on the content thereof, it adopted a resolution as
stated in “(VIII) Approval of All Directors of the Target Company Without Conflicts of Interest in theTransaction, and No Objection from All Audit and Supervisory Board Members of the Target Company
Without Conflicts of Interest in the Transaction” below.
[omitted](After Amendment)[omitted]
As stated in “(II) Decision-Making Process and Reasons Leading to the Target Company’s Support of
the Tender Offer” of “(2) Background, Purpose and Decision-Making Process Leading to the Decision
to Implement the Tender Offer, and Post-Tender Offer Management Policy” above, when receiving theReport Dated December 21, 2022 submitted by the special committee on December 21, 2022, the Target
Company’s board of directors also received the Share Valuation Report (PLUTUS) and the Fairness
Opinion (PLUTUS) together. Furthermore, based on the content thereof, it adopted a resolution as-3-

stated in “(VIII) Approval of All Directors of the Target Company Without Conflicts of Interest in theTransaction, and No Objection from All of the Attending Audit and Supervisory Board Members of theTarget Company Without Conflicts of Interest in the Transaction” below.
[omitted](Before Amendment)[omitted](VIII) Approval of All Directors of the Target Company Without Conflicts of Interest in theTransaction, and No Objection from All Audit and Supervisory Board Members of the Target
Company Without Conflicts of Interest in the Transaction[omitted]
After the Target Company was informed by the Tender Offeror on February 28, 2023 that the acquisitionof clearances under domestic and overseas (Japanese, Chinese, Taiwanese, Turkish, Mexican, U.S., andVietnamese) competition laws was completed, at the board of directors’ meeting held on March 10,2023, the Target Company again carefully considered the terms of the Tender Offer based on the Target
Company’s business performance and the environment surrounding the Transaction, while respecting
the contents of the Report Dated March 10, 2023 submitted by the special committee to the maximum
extent; as a result, the Target Company concluded that as of March 10, 2023, there are no factors tochange its opinion regarding the Tender Offer as of December 21, 2022, and the Target Company again
resolved to express its opinion in support of the Tender Offer and to recommend that the Target
Company’s shareholders tender their shares in the Tender Offer based on the unanimous agreement of
the six directors who participated in the deliberation and resolution. At the board of directors’ meeting
mentioned above, three Audit and Supervisory Board Members other than Mr. Hirofumi Funakoshi
among the four Audit and Supervisory Board Members of the Target Company attended. Moreover,
all of the attending Audit and Supervisory Board Members stated their opinion that they had no objection
to the above-mentioned resolution.
[omitted](After Amendment)[omitted](VIII) Approval of All Directors of the Target Company Without Conflicts of Interest in theTransaction, and No Objection from All of the Attending Audit and Supervisory Board Membersof the Target Company Without Conflicts of Interest in the Transaction[omitted]
After the Target Company was informed by the Tender Offeror on February 28, 2023 that the acquisitionof clearances under domestic and overseas (Japanese, Chinese, Taiwanese, Turkish, Mexican, U.S., andVietnamese) competition laws was completed, at the board of directors’ meeting held on March 10,2023, the Target Company again carefully considered the terms of the Tender Offer based on the Target
Company’s business performance and the environment surrounding the Transaction, while respecting
the contents of the Report Dated March 10, 2023 submitted by the special committee to the maximum
extent; as a result, the Target Company concluded that as of March 10, 2023, there are no factors tochange its opinion regarding the Tender Offer as of December 21, 2022, and the Target Company again
resolved to express its opinion in support of the Tender Offer and to recommend that the Target
Company’s shareholders tender their shares in the Tender Offer based on the unanimous agreement of
the six directors who participated in the deliberation and resolution. At the board of directors’ meeting
mentioned above, two Audit and Supervisory Board Members other than Mr. Hirofumi Funakoshi and
Mr. Shigeji Sugimoto among the four Audit and Supervisory Board Members of the Target Company
attended. Moreover, all of the attending Audit and Supervisory Board Members stated their opinion
that they had no objection to the above-mentioned resolution. Of the Target Company’s Audit andSupervisory Board Members, Mr. Shigeji Sugimoto was absent from the board of directors’ meeting
mentioned above due to personal reasons.
[omitted]

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4.

Others(1)

Agreement Between the Tender Offeror and the Target Company or Its Officers, and the Details
Thereof(Before Amendment)[omitted]
For details, please refer to the Target Company Press Releases and “(VIII) Approval of All Directors of
the Target Company Without Conflicts of Interest in the Transaction, and No Objection from All Audit
and Supervisory Board Members of the Target Company Without Conflicts of Interest in the Transaction”
of “(3) Measures to Ensure Fairness of the Tender Offer, Such as Measures to Ensure Fairness of theTender Offer Price as Well as Measures to Avoid Conflicts of Interest” of “1. Purpose of the Purchase”
above.
(After Amendment)[omitted]
For details, please refer to the Target Company Press Releases and “(VIII) Approval of All Directors of
the Target Company Without Conflicts of Interest in the Transaction, and No Objection from All of the
Attending Audit and Supervisory Board Members of the Target Company Without Conflicts of Interestin the Transaction” of “(3) Measures to Ensure Fairness of the Tender Offer, Such as Measures to Ensure
Fairness of the Tender Offer Price as Well as Measures to Avoid Conflicts of Interest” of “1. Purpose of
the Purchase” above.
End

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[Soliciting Regulations]This press release is intended to provide the information with respect to the Tender Offer andhas not been prepared for the purpose of soliciting a sale of shares. If shareholders wish to
make an offer to sell their shares, they should read the tender offer explanation statement
concerning the Tender Offer first and make an offer to sell their shares at their own discretion.
This press release shall neither be, nor constitute a part of, solicitation for an offer to sell orpurchase any securities; and neither this press release (or a part of this press release) nor its
distribution shall be interpreted to constitute the basis of any agreement in relation to theTender Offer. Furthermore, this press release shall not be relied upon at the time of entering
into any such agreement.
[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.
Before the commencement of the Tender Offer or during the Tender Offer Period of theTender Offer, the Tender Offeror and its affiliates, and affiliates of the financial advisors to
the Tender Offeror or the Target Company may, in the ordinary course of their business andto the extent permitted by Japanese laws and regulations related to financial instruments
transactions and other applicable laws and regulations and in accordance with therequirements of Rule 14e-5(b) of the U.S. Securities Exchange Act of 1934, purchase theTarget Company Shares other than as part of the Tender Offer, or take actions aimed at sucha purchase, on their own account or the account of their clients. If information regarding
such a purchase is disclosed in Japan, that information will also be disclosed in the English
language on the website of the person that conducted that purchase.
[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 the-6-predictions 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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