March 27, 2024
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 an Absorption-type Company Split Agreement regarding aCompany Split (Simplified Absorption-type Company Split) between Nippon Steel Corporation
and Nippon Steel Trading Corporation
Nippon Steel Corporation (“NSC”) hereby announces that it has today decided, by means of a decision
made by its directors based on a mandate from the board of directors, to conclude an absorption-typecompany split agreement regarding an absorption-type company split in which NSC will succeed toitems (i) and (ii) below (collectively, the “Assets, Etc.”) from Nippon Steel Trading Corporation,
which is a subsidiary of NSC, (“NSTC”), to be effective on May 8, 2024 (scheduled) (the “CompanySplit”): (i) obligations pertaining to NSTC’s corporate bonds (including agreements and other rights
and obligations pertaining thereto); and (ii) money and other assets of value equivalent to the market
value of the corporate bonds. Details are as follows.
Since the Company Split is a simplified absorption-type company split in which NSC succeeds to theAssets, Etc. from its consolidated subsidiary, the disclosed matters and contents are partially omitted.
1.

Purpose of the Company Split
The Company Split aims to reduce, by means of NSC succeeding to the Assets, Etc. fromNSTC, the practical administrative burdens owed by NSTC in relation to holding obligations
pertaining to its issued corporate bonds.

2.

Outline of the Company Split(1)

Schedule of the Company Split
Date of decision to conclude the absorptiontype company split agreement

March 27, 2024

Date of conclusion of the absorption-type March 27, 2024
company split agreement
Scheduled date of closing (effective date)

May 8, 2024 (scheduled)* Since the Company Split falls under the category of: (i) for NSC, a simplified
absorption-type company split as set forth in Article 796, Paragraph 2 of the Companies
Act; and (ii) for NSTC, a simplified absorption-type company split as set forth in Article

784, Paragraph 2 of the Companies Act, neither NSC nor NSTC will hold a general
meeting of shareholders for approval of the absorption-type company split agreement.
(2)

Method of the Company Split
An absorption-type company split (simplified absorption-type company split) in which NSC
will be the successor company and NSTC will be the splitting company.

(3)

Details of the Allotment in Relation to the Company Split
Under the Company Split, NSC will not deliver any consideration to NSTC for the CompanySplit.

(4)

Treatment of Stock Acquisition Rights and Bonds with Stock Acquisition Rights upon theCompany Split
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, Etc., as specified in the absorptiontype company split agreement. The succession by NSC to obligations will entirely be
conducted by the method of assumption of obligation releasing the old obligor.

(7)

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

3.

NSC’s Stance for Calculation Relating to Contents of the Allotment Pertaining to theCompany Split
There will be no delivery of consideration for the Company Split because the amount of theassets and the amount of liabilities, which NSC will succeed to from NSTC, are the same andaccordingly the value of the rights and the value of obligations to be succeeded to are thesame.

24.

Outlines of the Companies Involved in the Company Split

(1)

NSC

1.
2.
3.
4.

Name
Location
Name and Title of Representative
Description of Business Activities

Nippon Steel Corporation
2-6-1 Marunouchi, Chiyoda-ku, Tokyo
Eiji Hashimoto, Representative Director and President
Steelmaking and steel fabrication, engineering andconstruction, chemicals and materials, system solutions
5. Capital (as of December 31, 2023) JPY 419,524 million
6. Date of Incorporation
April 1, 1950
7. Number of Outstanding Shares (as 950,321,402 sharesof December 31, 2023)8. Fiscal Year End
March 31
The Master Trust Bank of Japan, Ltd. (Trust Account) 13.7%
9. Major Shareholders andCustody Bank of Japan, Ltd. (Trust Account)
5.0%
Shareholding Ratios (as ofNipponLifeInsuranceCompany
2.0%
September 30, 2023)
STATE STREET BANK WEST CLIENT – TREATY 1.8%505234
Meiji Yasuda Life Insurance Company
1.4%
Nippon Steel Group Employees Shareholding
1.3%
Association
Mizuho Bank, Ltd.
1.3%
Sumitomo Mitsui Banking Corporation
1.1%
MUFG Bank, Ltd.
1.0%
BNY GCM CLIENT ACCOUNT JPRD AC ISG
1.0%(FE-AC)
10. Financial Position and Operating Results for the Immediately Preceding Fiscal Year(Consolidated/IFRS)Fiscal YearFY ended March 2023
Total Equity
JPY 4,646,417 million
Total Assets
JPY 9,567,099 million
JPY 4,540.59
Equity Attributable to Owners ofthe Parent per Share
Revenue
JPY 7,975,586 million
Business Profit*
JPY 916,456 million
Operating Profit
JPY 883,646 million
Profit Before Income Taxes
JPY 866,849 million
Profit for the Year Attributable to
JPY 694,016 million
Owners of the ParentBasic Earnings per ShareJPY 753.66(※) Business profit on consolidated statements of profit or loss indicates the results ofsustainable business activities, and is an important measure to compare and evaluate NSC
group’s consolidated performance continuously. It is defined as revenue after (i) deduction of
cost of sales, selling, general and administrative expenses and other operating expenses, and(ii) addition of share of profit in investments accounted for using the equity method and otheroperating income. Other operating income and expenses are composed mainly of dividend
income, foreign exchange gains or losses, and loss on disposal of fixed assets.

3

(2)

NSTC

1.
2.
3.
4.

Name
Location
Name and Title of Representative
Description of Business Activities

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, textiles, foodstuffs and others

5.
6.
7.
8.
9.

CapitalJPY 16,839 million
Date of Incorporation
August 2, 1977
Number of Outstanding Shares
5 sharesFiscal Year End
March 31
Major Shareholders
NSCand Shareholding
MITSUI & CO., LTD.
Ratios (as ofSeptember 30, 2023)
10. Financial Position and Operating Results for the Immediately Preceding Fiscal Year(Consolidated/Japanese GAAP)
Fiscal YearFY ended March 2023
Consolidated Net Assets
Consolidated Total Assets
Net Assets per Share
Consolidated Net Sales
Consolidated Operating Profit
Consolidated Ordinary Profit
Consolidated Net Profit for theYear
Earnings per Share

80.0%
20.0%

JPY 342,828 million
JPY 1,142,057 million
JPY 9,748.73
JPY 2,134,280 million
JPY 47,600 million
JPY 51,328 million
JPY 35,585 million
JPY 1,039.00

5.

Outline of the Business Division to be Succeeded(1)

Business Description of the Division to be Succeeded
The Assets, Etc. specified in “(6) Rights and Obligations Succeeded to by the Successor
Company” of “2. Outline of the Company Split” above.

(2)

Operating Results of the Division to be Succeeded (Fiscal Year Ended March 2023)
There are no matters to be stated regarding operating results.

(3)

Items and Amounts of Assets and Liabilities to be Succeeded

AssetsLiabilities
JPY 55 billion
JPY 55 billion
In addition to the above, the Assets and Liabilities include the interest on the principal of the corporate
bonds to which NSC will succeed from NSTC, which is payable as of the effective date of the Company
Split, as well as the amount of money equivalent to the value of such interest.
6.

Status Following the Company Split
NSC has decided to appoint the following Chairman and President, to be effective on April 1,2024.

4

Specific Titles, etc.
Representative Director, Chairman and CEO
Representative Director, President and COO

Name
Eiji Hashimoto
Tadashi Imai

There will be no changes in NSC’s trade name, location of head office, business descriptions,paid-in capital or fiscal year-end as a result of the Company Split.
7.

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

(Reference)

Consolidated Earnings Forecasts for the current Fiscal Year (released on February 7,2024) and Actual Consolidated Earnings Results for the Previous Fiscal Year of NSC
Profit for theBasicyear
Attributable
Revenue
Business Profit
Earnings perto Owners ofSharethe ParentCurrent FY Forecasts
JPY 470,000
JPY 9,000,000 JPY 800,000
JPY 510.00(FY Ending March 31, 2024)
millionmillionmillionPrevious FY Results,
JPY 7,975,586
Actual (FY Ended March 31,million
2023)

JPY 916,456
million5

JPY 694,016
millionJPY 753.66