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M&A and Subsidiary Changes5401NIPPON STEEL CORPORATIONIron & Steel, Nonferrous Metals

Notice Regarding the Absorption-Type Merger (Simplified Merger) of Sanyo Special Steel Co., Ltd.

Nippon Steel Corporation will absorb and merge its wholly owned subsidiary, Sanyo Special Steel Co., Ltd., effective 1 April 2027. Nippon Steel Corporation will be the surviving company, while Sanyo Special Steel will be dissolved. No shares, cash or other consideration will be delivered.

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This transaction

This merger
Counterparty (target company)Sanyo Special Steel Co., Ltd.
Disclosing companyNIPPON STEEL CORPORATION
Subject of this transactionVoting rights ownership percentage Before 100% → after Not applicable (Sanyo Special Steel will be dissolved as a result of the merger)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Steel products, powder products, forgings and other businesses

Location Himeji, Hyogo PrefectureShare capital ¥53,800 millionDate of incorporation 11 January 1935
Net Sales¥171,356 million (fiscal year ended March 2026)
Operating profit¥9,436 million (fiscal year ended March 2026)
Net income for the current fiscal year¥10,205 million (fiscal year ended March 2026)
Net assets¥203,358 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceNo shares, cash or other consideration will be delivered
Type of ConsiderationNo consideration (no shares, cash or other consideration will be delivered)
Impact on Business Performance

The impact on our consolidated results will be immaterial

Procedures and assumptions
Conditions Precedent to ExecutionObtaining notification that the review by the Inspectorate of Strategic Products under Sweden's Foreign Direct Investment Screening Act has been completed
Management structure after acquisitionThere will be no changes to Nippon Steel Corporation's corporate name, location, titles or names of its representative, business activities, capital or fiscal year-end as a result of the merger. Employee treatment: Not disclosed
This transaction
ItemDetails
Transaction nameThis merger
Counterparty nameSanyo Special Steel Co., Ltd.
Name of the Subject CompanySanyo Special Steel Co., Ltd.
Business Description of the Subject CompanySteel products, powder products, forgings and other businesses
Location of the Subject CompanyHimeji, Hyogo Prefecture
Capital Stock of the Subject Company¥53,800 million
Date of Establishment of the Subject Company11 January 1935
Net Sales of the Subject Company¥171,356 million (fiscal year ended March 2026)
Operating Profit of the Subject Company¥9,436 million (fiscal year ended March 2026)
Net Income of the Subject Company¥10,205 million (fiscal year ended March 2026)
Net Assets of the Subject Company¥203,358 million (fiscal year ended March 2026)
Acquisition priceNo shares, cash or other consideration will be delivered
Type of ConsiderationNo consideration (no shares, cash or other consideration will be delivered)
Voting rights ownership percentageBefore 100% → after Not applicable (Sanyo Special Steel will be dissolved as a result of the merger)
Impact on Business PerformanceThe impact on our consolidated results will be immaterial
Date of board resolution13 May 2026
Contract Date13 May 2026
Execution Date / Effective Date1 April 2027
Conditions Precedent to ExecutionObtaining notification that the review by the Inspectorate of Strategic Products under Sweden's Foreign Direct Investment Screening Act has been completed
Management structure after acquisitionThere will be no changes to Nippon Steel Corporation's corporate name, location, titles or names of its representative, business activities, capital or fiscal year-end as a result of the merger. Employee treatment: Not disclosed
Items this document does not state (12)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial Committee

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To integrate and optimize the wire rod and special steel businesses, expand revenue opportunities, strengthen business strategies and pursue an optimal production structure, thereby achieving and maximizing synergies at an early stage through the integration of organizational and business operations.

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Notice Regarding the Absorption-Type Merger (Simplified Merger) of Sanyo Special Steel Co., Ltd. | NIPPON STEEL CORPORATION (5401) timely disclosure | Komori