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indirect or any other forms of damages arising from the translation.

November 4, 2022
Company:Riken Corporation

Representative: President, CEO & COO
Yasunori Maekawa(Code: 6462 TSE Prime Market)
Contact:

General Manager, Corporate Planning Div.,
Corporate Management Head OfficeTenya Mitsuboshi(TEL. 03-3230-3911)

Notice Regarding the Acquisition of shares in JFE Pipe Fitting Mfg. Co., Ltd.

We are pleased to announce that at the meeting of the Board of Directors held today, Riken Corporation (the “Company”)
resolved that it will acquire shares of JFE Pipe Fitting Mfg. Co., Ltd. (“JFE Pipe Fitting”) (the “Share Acquisition”) and make ita subsidiary as follows.
1. Reasons for the acquisition
As the automobile industry experiences a once-in-a-century transformation in recent years, the market environment ofengine parts, which is our main business, has become increasingly challenging. Under the Company’s mid-term plan "PLAN2022", we plan to focus on non-ICE (internal combustion engine) as our new business for the next generation, and haveconsidered utilizing M&A as a viable strategy to expand our portfolio in areas that have a high affinity with our products.
Based on the corporate vision of "contributing to society with the world's most innovative technology” and as a memberof the JFE Group, JFE Pipe Fitting manufactures and sells a wide range of pipe fittings. They have succeeded in maintaining
strong relationships with multiple customers through its long-term businesses and have positioned themselves as one of theleading players in the industry.
While JFE Pipe Fitting has a solid presence in the field of gas pipe fittings, we recognized that their main products are highly
complementary to ours, and thus can expect a wide range of synergy effects from this Share Acquisition, such as productlineup, research and development, and sales growth for both companies to continue providing timely and stable supply inboth manufacturing and distribution. Furthermore, by acquiring the shares, we will be able to combine the technologies,
know-how and knowledge of both companies and form a sustainable system that can significantly improve productivity andsupply high-quality products, as well as accelerate our efforts to address climate change issues toward carbon neutrality.
By welcoming JFE Pipe Fitting into our group, we will continue to provide customers with excellent products that leverage
the strengths of both companies thereby achieving sustainable growth and improving corporate value through stable
management over the medium to long term.
2. Transfer of shares
The Company plans to acquire 7,362,000 shares from the existing shareholder out of 9,616,000 issued shares of JFE PipeFitting. As a result, the Company will have 76.56% of the outstanding shares of JFE Pipe Fitting, and JFE Pipe Fitting will
become a consolidated subsidiary of the Company. The acquisition of shares is subject to application to the relevantauthorities and other necessary approvals.
3. Outline of the target company(1)

NameJFE Pipe Fitting Mfg. Co., Ltd.

(2)

Address

153-1 Tajimecho Kishiwada, Osaka, 596-8585 Japan

Name and Title ofTakumasa Terauchi

Representative

President(3)

Production of fittings for gas, water, and other piping, and of parts for architectural(4)

Description of business(5)

Capital958.95 million yen(6)Date of establishment

April 27, 1935

and industrial machines

JFE Steel Corporation (86.55%), Osaka Gas Co., Ltd. (6.06%), Sompo Japan(7)

Major shareholders andInsurance Inc. (2.50%), Shinwasangyo Co., Ltd. (1.56%), Aioi Nissay Dowa Insurance

equity shareCo., Ltd. (1.25%), Furubayashi Sangyokigu Co. Ltd. (1.04%), OTEC Corporation(1.04%)
There is no capital relationship that should be stated between
the Company and the relevant company. In addition, there are
Capital ties

no notable capital ties between related parties and affiliatedcompanies of the Company and related parties and affiliatedcompanies of the relevant company.
There is no personnel relationship that should be statedRelationship between(8)

between the Company and the relevant company. In addition,

the Company and thePersonnel

there are no noteworthy personnel relationships between

target company

Relationshiprelated parties and affiliated companies of the Company andrelated parties and affiliated companies of the relevantcompany.
There is no business relationship that should be stated between
the Company and the relevant company. In addition, there are

Businessno noteworthy business relationships between related parties

Relationshipand affiliated companies of the Company and related parties
and affiliated companies of the relevant company.

Consolidated operating results and consolidated financial position of the target company for the last three(9)years (Units: 1 million yen unless otherwise specified.)Fiscal year

Year ended

Year ended

Year ended

March, 2020

March, 2021

March, 2022

Consolidated net assets

11,433

10,046

9,840Consolidated total assets

16,776

15,29815,168

1,188.95

1,044.92

1,023.29

13,241

11,42812,469Consolidated operating income

40075278

Consolidated ordinary profit

450

107

293277▲1,335▲5028.80▲138.83▲5.19

Consolidated net assets pershare(yen)Consolidated sales

Net Income (Net Loss)
attributable to parent company
shareholders
Consolidated net income pershare(yen)Dividend per share(yen)

15.50

0.00

0.00

4. Overview of the counterparty of the share acquisition(1)

NameJFE Steel Corporation(2)

Address

2-2-3 Uchisaiwaicho, Chiyoda-ku, Tokyo 100-0011, Japan

Name and Title ofYoshihisa Kitano

Representative

President and CEO(3)

Sheets, plates, shapes, pipes and tubes, stainless and specialty steels, electrical steels,(4)

Business(5)

Capital239,644 million yen(6)Date of establishment

April 1, 2003

(7)

Net worth

1,466,733 million yen(8)

Total assets

4,425,035 million yen

Major shareholders and(9)shareholding ratiobars and wire rods, and iron powders

JFE Holdings, Inc. 100.00%
There is no capital relationship that should be stated between
the Company and the relevant company. In addition, there are
Capital ties

no notable capital ties between related parties and affiliatedcompanies of the Company and related parties and affiliatedcompanies of the relevant company.
There is no personnel relationship that should be statedbetween the Company and the relevant company. In addition,

Relationship between(10)

Personnel

there are no noteworthy personnel relationships between

relationshiprelated parties and affiliated companies of the Company andthe Company and therelated parties and affiliated companies of the relevant

counterpartycompany.
There is no business relationship that should be stated between
Businessrelationship

the Company and the relevant company. In addition, there areno noteworthy business relationships between related parties
and affiliated companies of the Company and related parties
and affiliated companies of the relevant company.

Applicability torelated parties

There is no business relationship that should be statedbetween our company and this company, and it is not ourrelated party.

5. Number of acquired shares, acquisition price, and status of owned shares before and after acquisition
(1)

(2)
(3)

Number of shares

0 sharesowned before the(Number of voting rights: 0)change(Percentage of voting rights held: 0%)

Number of shares

7,362,000 sharesacquired(Number of voting rights: 7,362,000)

Acquisition cost

Undisclosed due to the confidentiality obligation with the counterparty(4)Number of shares
owned after the change

7,362,000 shares(Number of voting rights: 7,362,000)(Voting rights ownership ratio: 76.56%)(Note) The acquisition price was determined after repeated discussions with the counterparty based on the results of due
diligence and share valuation by third parties, and the Board of Directors of the Company resolved it as a reasonable price.
6. Expected schedule(1)

Board resolution

November 4, 2022

(2)

Signing of the Agreement

November 4, 2022

(3)

Share transfer

March 31, 2023 (Scheduled)*The date of the share transfer is subject to change based on application to the relevant authorities and other necessary
approvals.
7. Future outlook
If this Share Acquisition is carried out as planned, JFE Pipe Fitting is expected to become a consolidated subsidiary of theCompany from the fourth quarter of the fiscal year ended March 2023. We are currently examining the impact of this Share
Acquisition on our consolidated results for the fiscal year ending March 31, 2023 and will promptly disclose any matters thatshould be disclosed.