This document is an English translation of the official Japanese version of the Press Release (the“Official Japanese Version”). This English translation was prepared for your reference, to help you
understand what is stated in the Official Japanese Version. In the event of any discrepancy between theOfficial Japanese Version and this English translation, the Official Japanese Version will prevail.
March 9, 2021
To Whom It May Concern,
Company name:
Representative:
Stock listing:Code number:Contact:
Telephone:

Nippon Steel Corporation
Eiji Hashimoto, Representative Director and President
First Section of the TSE, First Section of the NSE, FSE, and SSE5401
Shinnosuke Arita, General Manager, Public Relations Center+81-3-6867-2135, 2146, 2977, 3419

Notice regarding Results of the Tender Offer forTokyo Rope Mfg. Co., Ltd.’s Shares (Securities Code: 5981)
On January 21, 2021, the board of directors of Nippon Steel Corporation (the “Tender Offeror” or“NSC”) adopted a resolution to acquire the shares of common stock of Tokyo Rope Mfg. Co., Ltd.
(securities code: 5981, First Section of the Tokyo Stock Exchange, Inc. (“TSE”); the “TargetCompany”) through a tender offer (the “Tender Offer”) under the Financial Instruments andExchange Act of Japan (Act No. 25 of 1948, as amended; the “Act”), and NSC conducted the Tender
Offer from January 22, 2021. As the Tender Offer was completed on March 8, 2021, NSC hereby
announces the results thereof as follows.
1.

Overview of the Purchase(1)

Name and Location of the Tender Offeror

NameLocation(2)

Nippon Steel Corporation
6-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo

Name of the Target Company

Tokyo Rope Mfg. Co., Ltd.
(3)Class of Shares for the Purchase

Common stock(4)

Number of Shares to Be Purchased
Number of Sharesto Be Purchased

Minimum Number of Shares
to Be Purchased

Maximum Number of Shares
to Be Purchased- shares

1,625,500 shares

1,625,500 shares(Note 1) If the aggregate number of shares tendered in response to the Tender Offer (the “TenderedShares”) does not exceed the number of shares to be purchased (1,625,500 shares), all theTendered Shares will be purchased. If the aggregate number of the Tendered Shares exceeds
the maximum number of shares to be purchased (1,625,500 shares), the excess will not bepurchased in whole or in part, and the shares will be delivered and other settlement
procedures for their purchase will be implemented using the pro rata method as specified in
Article 27-13, paragraph (5) of the Act and Article 32 of the Cabinet Office Ordinance on-1-

Disclosure Required for Tender Offer for Share Certificates, etc. by Person Other Than Issuer(Ordinance of the Ministry of Finance No. 38 of 1990, as amended; the “Cabinet OfficeOrdinance”).
(Note 2) Shares in quantities of less than one unit are also subject to the Tender Offer. If a right todemand the purchase of shares in quantities of less than one unit is exercised by a shareholderof the Target Company pursuant to the Companies Act (Act No. 86 of 2005, as amended), theTarget Company may purchase those shares during the purchase period for the Tender Offer(the “Tender Offer Period”) in accordance with the procedures under the applicable lawsand regulations.
(Note 3) NSC does not intend to acquire treasury shares owned by the Target Company through theTender Offer.
(5)

Purchase Period(I)

Purchase Period as of the Time of Filing the Tender Offer Statement

From Friday, January 22, 2021 to Monday, March 8, 2021 (30 business days)(II)

Possibility of Extension upon the Target Company’s Request

Not applicable.
(6)

Purchase Price

1,500 yen per share of common stock2.

Results of the Tender Offer(1)

Whether the Tender Offer Has Been Successful

In the Tender Offer, since the aggregate number of the Tendered Shares (2,142,516 shares) exceeded
the maximum number of shares to be purchased (1,625,500 shares), as stated in the public notice ofcommencement of the Tender Offer and the Tender Offer Statement (including matters subsequently
amended by an amended statement of the Tender Offer Statement; hereinafter the same), the excess
will not be purchased in whole or in part, and the shares will be delivered and other settlement
procedures for their purchase will be implemented using the pro rata method as specified in Article 2713, paragraph (5) of the Act and Article 32 of the Cabinet Office Ordinance.
(2)

Date of Public Notice and Name of Newspaper for Public Notice of the Results of the TenderOffer

The results of the Tender Offer were announced to the press at the TSE on March 9, 2021, pursuant toArticle 27-13, paragraph (1) of the Act, in accordance with the methods set forth in Article 9-4 of theOrder for Enforcement of the Financial Instruments and Exchange Act of Japan (Cabinet OrderNo. 321 of 1965, as amended) and Article 30-2 of the Cabinet Office Ordinance.
(3)

Number of Shares Purchased
Class of Shares

SharesNumber of Tenders
Converted into Shares
2,142,516 shares-2-

Number of Purchases
Converted into Shares
1,625,571 shares

Share option certificates- shares- shares- shares- shares- shares- shares- shares- shares2,142,516 shares

1,625,571 shares-(- shares)

Corporate bond certificateswith share options
Beneficiary certificates ofshares in trust()
Depositary receipts for shares()
Total(Total number of dilutiveshares)(4)

Ownership Ratio of Shares After the Purchase

Number of voting rights pertaining toshares owned by the Tender Offeror
before the purchase
Number of voting rights pertaining toshares owned by specially relatedparties before the purchase
Number of voting rights pertaining toshares owned by the Tender Offeror
after the purchase
Number of voting rights pertaining toshares owned by specially relatedparties after the purchase
Number of voting rights of allshareholders of the Target Company

16,109 voting rights(Ownership ratio of shares before
the purchase 9.91%)

335 voting rights(Ownership ratio of shares before
the purchase 0.21%)

32,365 voting rights(Ownership ratio of shares after
the purchase 19.91%)

335 voting rights(Ownership ratio of shares after
the purchase 0.21%)

161,823 voting rights(Note 1) The “number of voting rights pertaining to shares owned by specially related parties before
the purchase” and the “number of voting rights pertaining to shares owned by speciallyrelated parties after the purchase” are the sum of the number of voting rights pertaining toshares owned by each specially related party.
(Note 2) The “number of voting rights of all shareholders of the Target Company” is the number ofvoting rights of all shareholders as of September 30, 2020 as stated in the Third Quarterly
Report for the 222nd Fiscal Year submitted by the Target Company on February 12, 2021 (the“Target Company Quarterly Report”). However, since shares in quantities of less than one
unit are also subject to the Tender Offer, for the purpose of calculating the “ownership ratio ofshares before the purchase” and the “ownership ratio of shares after the purchase,” thenumber of voting rights (162,551 voting rights) pertaining to the number of shares(16,255,173 shares) obtained by deducting (a) from (b) was used as the denominator, wherein(a) is the number of treasury shares (13,069 shares) owned by the Target Company as of
September 30, 2020 as stated in the Target Company Quarterly Report, and (b) is the total
number of issued shares (16,268,242 shares) as of December 31, 2020 as stated in the Target
Company Quarterly Report.
(Note 3) The “ownership ratio of shares before the purchase” and the “ownership ratio of shares afterthe purchase” are rounded off to two decimal places.

-3-(5)

Calculation Where Shares Are Purchased by Pro-Rata Method

Since the aggregate number of the Tendered Shares (2,142,516 shares) exceeded the maximum
number of shares to be purchased (1,625,500 shares), as stated in the public notice of commencementof the Tender Offer and the Tender Offer Statement, the excess will not be purchased in whole or inpart, and the shares will be delivered and other settlement procedures for their purchase will beimplemented using the pro rata method as specified in Article 27-13, paragraph (5) of the Act andArticle 32 of the Cabinet Office Ordinance (if the number of Tendered Shares of a tendering
shareholder includes shares in quantities of less than one unit (100 shares), the number of shares to bepurchased from the tendering shareholder that is calculated using the pro rata method shall be up to thenumber of Tendered Shares of the tendering shareholder).
Since the total number of shares to be purchased from each tendering shareholder that is calculated byrounding off the number of shares in quantities of less than one unit arising from the calculation using
the pro rata method exceeded the maximum number of shares to be purchased, it was decided that thenumber of shares to be purchased would be reduced by one unit (if the number of shares to bepurchased that is calculated using the pro rata method includes shares in quantities of less than oneunit, this means the number of shares in quantities of less than one unit) of those shares for eachtendering shareholder serially in order of the number of their shares rounded up to the extent that thetotal number of shares to be purchased does not fall below the maximum number of shares to bepurchased.
(6)

Settlement Method(I)

Name and Location of Head Office of the Financial Instruments Business Operator/Bank
Which Will Handle Settlement of the Purchase

Daiwa Securities Co., Ltd.
9-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo(II)

Settlement Commencement Date

Monday, March 15, 2021
(III)

Settlement Method

Written notice of the purchase through the Tender Offer will be sent by mail to the addresses orlocations of the tendering shareholders (or, in the case of foreign shareholders, their standing proxies)
after the end of the Tender Offer Period, without delay.
The purchase will be made with cash. Without delay after the settlement commencement date and inaccordance with the tendering shareholders’ instructions, the purchase price for the shares purchased
will be remitted by the tender offer agents to the place designated by the tendering shareholders (or, inthe case of foreign shareholders, their standing proxies) (remittance fees may be charged) or will be
paid to the tendering shareholders’ accounts that were used when the tender offer agents accepted theirapplications.
(IV)

Return Method of Shares

The shares that need to be returned will be returned without delay on or after two business days
following the last day of the Tender Offer Period by restoring the state of the tendering shareholders’accounts opened with the tender offer agents to the state as at the time of tender.

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Policies After the Tender Offer and Future Prospects

The policies after the Tender Offer have not been changed from those that were stated in the “Notice
regarding the Commencement of a Tender Offer for Tokyo Rope Mfg. Co., Ltd.’s Shares (Securities
Code: 5981)” announced on January 21, 2021 by NSC. NSC, as a shareholder of the Target Company,
intends to have discussions with the Target Company’s management team regarding appointment of
new internal persons as its directors and a structure for the board of directors which would ensure its
independence and diversity, in furtherance of the restructuring of the Target Company’s management
and governance systems, which is necessary to recover and improve its corporate value.
4.

The Place Where A Copy of the Tender Offer Report Is to Be Made Available for Public
Inspection

Nippon Steel Corporation
Tokyo Stock Exchange, Inc.

6-1 Marunouchi 2-chome, Chiyoda-ku, Tokyo
2-1 Nihombashi Kabutocho, Chuo-ku, TokyoEnd-5-