March 7, 2017

To Whom It May Concern,

Listed Company's Name:

Nippon Steel & Sumitomo Metal Corporation

Representative:

Kosei Shindo

Representative Director and President

(Code Number:

5401, First Section of the TSE, First Section of the NSE, FSE, and SSE)

Contact Manager:

Fumiaki Onishi, General Manager, Public Relations Center

(Telephone:

+81-3-6867-2135, 2146, 2977, 3419)

Notice regarding the Result of the Tender Offer for Nisshin Steel Co., Ltd.'s Shares (Securities Code 5413) and the Change in Subsidiaries

Nippon Steel & Sumitomo Metal Corporation ("NSSMC" or the "Tender Offeror") adopted a resolution at its board of directors' meeting held on February 2, 2017, to acquire the shares of common stock of Nisshin Steel Co., Ltd. (the "Target Company") (the "Target Company Shares") through a tender offer (the "Tender Offer") and commenced the Tender Offer on February 3, 2017, which then ended on March 6, 2017. Accordingly, NSSMC hereby announces the result of the Tender Offer as follows.

NSSMC also announces that as a result of the Tender Offer, the Target Company will become a subsidiary of NSSMC on March 13, 2017.

  1. Result of the Tender Offer

    1. Overview of the Tender Offer

      1. Name and Location of the Tender Offeror

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

      2. Name of the Target Company Nisshin Steel Co., Ltd.

      3. Class of Shares to Be Purchased Common stock

      4. Number of Shares to Be Purchased

        Number of shares to be purchased

        Minimum number of shares to be purchased

        Maximum number of shares to be purchased

        46,896,300 shares

        - shares

        46,896,300 shares

        (Note 1) If the aggregate number of shares tendered in response to the Tender Offer (the "Tendered Shares") does not reach the maximum number of shares to be purchased (46,896,300 shares), all the Tendered Shares will be purchased. If the aggregate number of Tendered Shares exceeds the maximum number of shares to be purchased (46,896,300 shares), all or part of the excess portion will not be purchased, 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 Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended; the "FIEA") and Article 32 of the Cabinet Office Ordinance on Disclosure Required for Tender Offer for Share Certificates, etc. by Person Other than Issuer (Ministry of Finance Ordinance No. 38 of 1990, as amended; the "Cabinet Office Ordinance").

        (Note 2) Shares in quantities of less than one unit are also subject to the Tender Offer. If a right to demand the purchase of shares in quantities of 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 tender offer period in the Tender Offer (the "Tender Offer Period") in accordance with the procedures under the relevant laws and regulations.

        (Note 3) NSSMC does not intend to acquire treasury shares held by the Target Company through the Tender Offer.

      5. Tender Offer Period

        1. Tender Offer Period as of the Time of Filing the Tender Offer Statement From Friday, February 3, 2017, to Monday, March 6, 2017 (22 business days)

        2. Possibility of Extension at the Target Company's Request

          Pursuant to Article 27-10, paragraph (3) of the FIEA, there was a possibility that if the Target Company submitted its position statement requesting an extension of the Tender Offer Period, the Tender Offer Period would be extended to 30 business days and would end on Thursday, March 16, 2017; however, this did not apply to the Tender Offer.

        3. Purchase Price

        4. 1,620 Japanese yen per share of common stock

        5. Result of the Tender Offer

          1. Outcome of the Tender Offer

            Since the total number of Tendered Shares (56,683,201 shares) exceeded the maximum number of shares to be purchased (46,896,300 shares), NSSMC will not purchase all or part of the excess portion pursuant to Article 27-13, paragraph (4), item (ii) of the FIEA, and will deliver the shares and will implement other settlement procedures for their purchase using the pro rata method as specified in Article 27-13, paragraph (5) of the FIEA and Article 32 of the Cabinet Office Ordinance, as stated in the public notice of commencement of the Tender Offer and the Tender Offer Statement.

          2. Date of Public Notice of the Result of the Tender Offer and Name of Newspaper Posting the Public Notice

            Pursuant to Article 27-13, paragraph (1) of the FIEA, NSSMC publicly announced the result of the Tender Offer to the news media on March 7, 2017, at Tokyo Stock Exchange, Inc. in the manner prescribed by 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 Ordinance.

          3. Number of Shares Purchased

            Type of shares

            (i) Number of shares tendered (fully diluted basis)

            (ii) Number of shares purchased (fully diluted basis)

            Shares

            56,683,201 shares

            46,896,363 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

            56,683,201 shares

            46,896,363 shares

            (Total number of potential shares owned)

            ( shares)

          4. Ownership Ratio of Shares after the Purchase

            Number of voting rights pertaining to shares owned by the Tender Offeror before the purchase

            91,242 voting rights

            (Ownership ratio of shares before the purchase)

            8.31%

            Number of voting rights pertaining to shares owned by specially related parties before the purchase

            0 voting rights

            (Ownership ratio of shares before the purchase)

            0.00%

            Number of voting rights pertaining to shares owned by the Tender Offeror after the purchase

            560,205 voting rights

            (Ownership ratio of shares after

            the purchase)

            51.03%

            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

            1,091,712 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 specially related parties after the purchase" are respectively the sum of the number of voting rights pertaining to shares owned by each specially related party (however, among the specially related parties, those excluded from the definition of specially related party under Article 3, paragraph (2), item (i) of the Cabinet Office Ordinance

            for the purpose of calculating the ownership ratio of shares as set forth in the items of paragraph (1) of Article 27-2 of the FIEA shall be excluded).

            (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, 2016, as stated in the Third Quarterly Report for the 5th fiscal year submitted by the Target Company on February 9, 2017 (one unit of shares is calculated to consist of 100 shares). 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 of shares before the purchase" and the "ownership ratio of shares after the purchase," the "number of voting rights of all shareholders of the Target Company" is set at 1,097,786 voting rights as the denominator, which is the amount obtained by adding the number of voting rights pertaining to shares in quantities of less than one unit (6,074 voting rights) pertaining to 607,487 shares (the amount obtained after deducting the number of treasury shares in quantities of less than one unit held by the Target Company as of September 30, 2016 (36 shares) from the number of shares in quantities of less than one unit as of September 30, 2016, as stated in the above Quarterly Report (607,523 shares)).

            (Note 3) With regard to the "ownership ratio of shares before the purchase" and the "ownership ratio of shares after the purchase," any fraction is rounded off to two decimal places.

          5. Calculation in the Case of Purchase Using the Pro Rata Method

            Since the aggregate number of Tendered Shares (56,683,201 shares) exceeded the maximum number of shares to be purchased (46,896,300 shares), as stated in the public notice of commencement of the Tender Offer and the Tender Offer Statement, NSSMC will not purchase all or part of the excess portion pursuant to Article 27-13, paragraph (4), item (ii) of the FIEA, and will deliver the shares and will implement other settlement procedures for their purchase using the pro rata method as specified in Article 27-13, paragraph (5) of the FIEA and Article 32 of the Cabinet Office Ordinance (if the number of Tendered Shares of a tendering shareholder includes shares in quantities less than one unit (100 shares), the number of shares purchased from the tendering shareholder that is calculated using the pro rata method shall be up to the number of Tendered Shares of the tendering shareholder).

            Since the aggregate number of shares to be purchased by each tendering shareholder that was calculated using the pro rata method after rounding off the shares in quantities less than one unit to the nearest unit share did not reach the maximum number of shares to be purchased, NSSMC determined to purchase an additional unit of shares (or if purchasing an additional unit of shares results in exceeding the number of Tendered Shares, up to such number of Tendered Shares) in the descending order of the shareholders having more shares rounded off to the nearest unit share, to the extent that the aggregate number of shares to be purchased will be equal to or more than the maximum number of shares to be purchased.

          6. Settlement Method

            1. Name and Location of Head Office of the Financial Instruments Business Operator/Bank Handling the Settlement of the Purchase

              Nomura Securities Co., Ltd.

              1-9, Nihonbashi 1-chome, Chuo-ku, Tokyo

            2. Settlement Commencement Date Monday, March 13, 2017

          Nippon Steel & Sumitomo Metal Corporation published this content on 07 March 2017 and is solely responsible for the information contained herein.
          Distributed by Public, unedited and unaltered, on 08 March 2017 06:13:18 UTC.

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