Nippon Steel Corp. TSE:5401

Notice Regarding Results of Tender Offer for Shares of Krosaki Harima Corporation (Securities Code: 5352)

Published

Source: MarketScreener

March 4, 2026

To whom it may concern,

Company name: Nippon Steel Corporation Representative: Tadashi Imai

Representative Director, President and COO (Code number: 5401, TSE Prime, NSE, FSE, and SSE) Contact: Public Relations Department,

Corporate Communications Division

(Telephone: +81-3-6867-2135, 2141, and 2146)

Notice Regarding Results of Tender Offer for Shares of Krosaki Harima Corporation (Securities Code: 5352)

On January 30, 2026, Nippon Steel Corporation (the "Tender Offeror") resolved to acquire the common shares (the "Target Company Shares") of Krosaki Harima Corporation (Securities Code: 5352, Prime Market of Tokyo Stock Exchange, Inc. (the "Tokyo Stock Exchange") and the Main Board of the Securities Membership Corporation Fukuoka Stock Exchange (the "Fukuoka Stock Exchange"); the "Target Company") through a tender offer (the "Tender Offer") under the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended; the "Act"); it commenced the Tender Offer on February 2, 2026, and the Tender Offer ended on March 3, 2026. The Tender Offeror hereby announces the results thereof, as described below.

  1. ‌Overview of the Purchase

    1. ‌Name and Location of the Tender Offeror Name: Nippon Steel Corporation

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

    2. ‌Name of the Target Company Krosaki Harima Corporation

    3. ‌Class of Shares Subject to the Purchase Common shares

    4. ‌Number of Shares Planned to Be Purchased

      Number of Shares to Be Purchased

      Minimum Number of Shares To Be Purchased

      Maximum Number of Shares to Be Purchased

      18,043,923 shares

      6,818,596 shares

      - shares

      (Note 1) If the total number of shares tendered in the Tender Offer (the "Tendered Shares, Etc.") does not reach the minimum number of shares to be purchased (6,818,596 shares), the Tender Offeror will not purchase any of the Tendered Shares, Etc. If the total number of the Tendered Shares, Etc. is equal to or more than the minimum number of shares to be purchased, the Tender Offeror will purchase all of the Tendered Shares, Etc.

      (Note 2) Because no maximum number of shares to be purchased has been set in the Tender Offer, the "Number of Shares to Be Purchased" is the possible maximum number of the Target Company Shares (18,043,923 shares) to be obtained by the Tender Offeror

      through the Tender Offer. This maximum number of shares (18,043,923 shares) is obtained by subtracting (a) and (b) from (c), wherein (a) is the number of Target Company Shares owned by the Tender Offeror as of January 30, 2026 (15,632,004 shares), and (b) is the number of treasury shares owned by the Target Company as of December 31, 2025, as described in "Summary of Consolidated Financial Statements for the Third Quarter of the Fiscal Year Ending March 2026 [Japanese Standards]" published by the Target Company on January 30, 2026 (the "Target Company Financial Results") (2,782,185 shares), and (c) is the total number of the Target Company's issued shares as of December 31, 2025, as described in the Target Company Financial Results (36,458,112 shares).

      (Note 3) Shares less than one unit are also subject to the Tender Offer. If the right to demand purchase of shares less than one unit is exercised by a shareholder pursuant to the Companies Act (Act No. 86 of 2005, as amended), the Target Company may purchase those shares during the purchase period in the Tender Offer (the "Tender Offer Period") in accordance with the procedures under laws and regulations.

      (Note 4) The Tender Offeror does not intend to acquire any treasury shares owned by the Target Company through the Tender Offer.

    5. Purchase Period

      1. Purchase Period Originally Specified in the Registration Statement

        From February 2, 2026 (Monday) until March 3, 2026 (Tuesday) (20 business days)

      2. Possibility of Extension upon Request of the Target Company

      Pursuant to Article 27-10, paragraph (3) of the Act, if the Target Company had submitted a position statement requesting an extension of the Tender Offer Period, the Tender Offer Period would have been scheduled to be 30 business days until March 17, 2026 (Tuesday). However, there was no applicable event.

    6. Purchase Price

    4,200 yen per share of common share

  2. ‌Results of the Purchase

    1. ‌Success or Failure of the Tender Offer

      While the Tender Offer was conditioned on the Tender Offeror purchasing none of the Tendered Shares, Etc. if the total number of the Tendered Shares, Etc. fell short of the minimum number of shares to be purchased (6,818,596 shares), the total number of Tendered Shares, Etc. (14,932,986 shares) was equal to or more than the minimum number of shares to be purchased (6,818,596 shares); therefore, the Tender Offeror will purchase all of the Tendered Shares, Etc. as stated in the Public Notice on Commencement of Tender Offer and the Tender Offer Registration Statement.

    2. ‌Date of Public Notice on Results of the Tender Offer and Name of Newspaper for Public Notice

      Pursuant to Article 27-13, paragraph (1) of the Act, the Tender Offeror announced the results of the Tender Offer to the press at the TSE on March 4, 2026, in accordance with the methods prescribed in Article 9-4 of the Order for Enforcement of the Financial Instruments and

      Exchange Act (Cabinet Order No. 321 of 1965, as amended) and Article 30-2 of the Cabinet Office Order on Disclosure Required for Tender Offer for Share Certificates by Persons Other Than Issuers (Ministry of Finance Order No. 38 of 1990, as amended; the "Cabinet Office Order").

    3. ‌Number of Shares Purchased

      Class of Shares

      (i) Number of Tenders Converted into Shares

      (ii) Number of Purchases Converted into Shares

      Shares

      14,932,986 shares

      14,932,986 shares

      Share options

      - shares

      - shares

      Bonds with share options

      - shares

      - shares

      Trust beneficiary certificates of shares ( )

      - shares

      - shares

      Depository receipts for shares ( )

      - shares

      - shares

      Total

      14,932,986 shares

      14,932,986 shares

      (Total number of dilutive shares)

      -

      (- shares)

    4. ‌Ownership Ratio of Shares as a Result of the Purchase

      Number of voting rights pertaining to

      shares owned by the Tender Offeror before the purchase

      156,320 voting rights

      (Ownership ratio of shares before the purchase: 46.42%)

      Number of voting rights pertaining to shares owned by specially related

      parties before the purchase

      491 voting rights

      (Ownership ratio of shares before the purchase: 0.15%)

      Number of voting rights pertaining to

      shares owned by the Tender Offeror after the purchase

      305,649 voting rights

      (Ownership ratio of shares after the purchase: 90.76%)

      Number of voting rights pertaining to shares owned by specially related

      parties after the purchase

      0 voting rights

      (Ownership ratio of shares after

      the purchase: 0.00%)

      Number of voting rights of all shareholders of the Target Company

      335,638 voting rights

      (Note 1) The "number of voting rights pertaining to shares owned by specially related parties before the purchase" and the "ownership ratio of shares before the purchase" are only the total of the voting rights pertaining to the shares owned by specially related parties (excluding those that are excluded from specially related parties pursuant to Article 3, paragraph (2), item (i) of the Cabinet Office Order in the calculation of the ownership ratio of shares under the items of Article 27-2, paragraph (1) of the Act).

      (Note 2) The "number of voting rights of all shareholders of the Target Company" is the number of voting rights of all shareholders as of September 30, 2025, as stated in the Semi-annual Securities Report for the 135thTerm submitted by the Target Company on November 14, 2025 (the number of shares constituting one unit is stated as 100 shares). However, since shares less than one unit are also subject to the Tender Offer, for the purpose of calculating the "ownership ratio of shares before the purchase" and the

      "ownership ratio of shares after the purchase," the number of voting rights (336,759 voting rights) pertaining to the number of shares (33,675,927 shares) obtained by subtracting the number of treasury shares owned by the Target Company as of December 31, 2025, as stated in the Target Company Financial Results (2,782,185 shares) from the total number of issued shares as of December 31, 2025, as stated in the Target Company Financial Results (36,458,112 shares) was used as the denominator.

      (Note 3) Regarding the "ownership ratio of shares before the purchase" and the "ownership ratio of shares after the purchase," any fraction is rounded to the nearest hundredth.

    5. ‌Calculation for Purchase by Method of Proportional Distribution N/A

    6. ‌Method of Settlement

    1. ‌Name and Head Office Location of Financial Instruments Business Operator, or Any Other Institution Conducting Settlement of the Purchase

      Nomura Securities Co., Ltd. 13-1 Nihonbashi 1-chome, Chuo-ku, Tokyo

    2. ‌Commencement Date of Settlement March 10, 2026 (Tuesday)

    3. ‌Method of Settlement

    After expiration of the Tender Offer Period, a notice of purchase through the Tender Offer will be mailed to the addresses or locations of persons that accept an offer to purchase or that offer to sell the shares in the Tender Offer (the "Tendering Shareholders") (or in the case of shareholders who are residents of foreign countries who do not have a trading account with the tender offer agent (including corporate shareholders, etc.), their standing proxies) without delay.

    The purchase will be made in cash. The Tendering Shareholders may receive the proceeds from the Tender Offer without delay after the commencement date of settlement, by the method specified by the Tendering Shareholders, such as wire transfer (wire transfer fees may be required).

  3. ‌Policies Following the Tender Offer and Outlook Going Forward

    The policies following the Tender Offer have not changed from those described in the "Notice Regarding Commencement of Tender Offer for Shares of Krosaki Harima Corporation (Securities Code: 5352)" published by the Tender Offeror on January 30, 2026.

    Following the results of the Tender Offer, the Tender Offeror plans to implement the procedures to make the Tender Offeror the only shareholder of the Target Company. As of today, the Target Company Shares are listed on the Prime Market of the Tokyo Stock Exchange and the Main Board of the Fukuoka Stock Exchange. However, if such procedures are implemented, the Target Company Shares will be delisted through the prescribed procedures in accordance with the delisting criteria of the Tokyo Stock Exchange and the Fukuoka Stock Exchange. After delisting, the Target Company Shares will no longer be traded on the Prime Market of the Tokyo Stock Exchange or the Main Board of the Fukuoka Stock Exchange. The Tender Offeror will discuss the future procedures with the Target Company, and the Target Company will promptly announce those matters as soon as they are determined.

  4. Place Where Copy of Tender Offer Report Is to Be Made Available for Public Inspection

Nippon Steel Corporation 2-6-1 Marunouchi, Chiyoda-ku, Tokyo Tokyo Stock Exchange, Inc. 2-1 Nihombashi Kabutocho, Chuo-ku, Tokyo Securities Membership Corporation Fukuoka Stock Exchange

2-14-2 Tenjin, Chuo-ku, Fukuoka City, Fukuoka

End