Nippon Steel : Notice Regarding Determination of Terms and Conditions for Public Hybrid Bonds (Public Subordinated Bonds)

June 7, 2024

Nippon Steel Corporation

Notice Regarding Determination of Terms and Conditions for Public Hybrid Bonds (Public Subordinated Bonds)

As previously released on May 9, 2024, Nippon Steel Corporation ("Nippon Steel") hereby announces that today it determined the terms and conditions for the issue of the public hybrid bonds (the "Bonds") with the total issue amount of 167.5 billion yen. Nippon Steel filed today a shelf registration supplement with the Director-General of the Kanto Local Finance Bureau. The details are as follows:

1.	Series name	Nippon Steel Corporation	Nippon Steel Corporation	Nippon Steel Corporation
		4th Unsecured Subordinated	5th Unsecured Subordinated	6th Unsecured Subordinated
		Bonds with interest deferrable	Bonds with interest deferrable	Bonds with interest deferrable
		clause and early redemption	clause and early redemption	clause and early redemption
		option	option	option
2.	Total amount of	JPY 67.5 billion	JPY 20 billion	JPY 80 billion
	issue
3.	Denomination of	JPY 100 million
	each bond
4.	Application of	The Bonds are subject to the Act on Book-Entry Transfer of Company Bonds, Shares, etc. pursuant to
	Act on Book-	Article 66, Paragraph 2 of the Act. Certificates of the Bonds may not be issued except for the cases provided
	Entry Transfer	under Article 67, Paragraph 2 of the same Act.
	of Company
	Bonds, Shares,
	etc.
5.	Initial interest	1.534% per annum (Note 1)	1.882% per annum (Note 2)	2.328% per annum (Note 3)
	rate
6.	Maturity date	June 13, 2059	June 13, 2061	June 13, 2064
7.	Offering period	June 7, 2024
8.	Payment date	June 13, 2024
9.	Method of	Public offering
	offering
10.	Method of	(1) Bullet maturity
	redemption	(2) Early redemption
		(3) Retirement by purchase
11.	Early	Early redemption may be made at	Early redemption may be made	Early redemption may be made at
	redemption	Nippon Steel's discretion on each	at Nippon Steel's discretion on	Nippon Steel's discretion on each
(Note 4)	interest payment date from June	each interest payment date from	interest payment date from June
		13, 2029, or on or after June 13,	June 13, 2031, or on or after	13, 2034, or on or after June 13,
		2024 for reasons attributable to	June 13, 2024 for reasons	2024 for reasons attributable to
		occurrence and continuation of	attributable to occurrence and	occurrence and continuation of
		changes in the taxation system or	continuation of changes in the	changes in the taxation system or
		in equity credit.	taxation system or in equity	in equity credit.
			credit.
12.	Collateral	The Bonds are not secured or guaranteed. There are no assets reserved as security for the Bonds.
13.	Financial	No financial covenants are provided for the Bonds.
	covenants
14.	Subordination	In terms of liquidation, bankruptcy, reorganization and rehabilitation proceedings, and similar
		proceedings under laws other than Japanese laws, the Bonds are subordinate to Nippon Steel's ordinary
		debts and superior to Nippon Steel's common shares.
15.	Interest payment	June 13 and December 13 of each year
	date
16.	Deferral of	Nippon Steel may, at its discretion, defer all or part of interest payment.
	interest payment	(Mandatory payment clause provided)
17.	Ratings	A- (Rating and Investment Information, Inc.)

© 2024 NIPPON STEEL CORPORATION All Rights Reserved.

		A+ (Japan Credit Rating Agency, Ltd.)
18.	Equity credit	Class 3; equity credit 50 (Rating and Investment Information, Inc.)
		Intermediate; 50% (Japan Credit Rating Agency, Ltd.)
		Intermediate equity credit; 50% (S&P Global Ratings Japan Inc.)
19.	Underwriters	SMBC Nikko Securities Inc., Mizuho Securities Co., Ltd., Mitsubishi UFJ Morgan Stanley Securities Co.,
		Ltd., Nomura Securities Co., Ltd. and Daiwa Securities Co., Ltd.
20.	Book-entry	Japan Securities Depository Center, Inc.
	transfer
	institution
21.	Fiscal agent	Mizuho Bank, Ltd.	MUFG Bank, Ltd.	Sumitomo Mitsui Banking
				Corporation

Note 1: A fixed interest rate will be applied from the day after June 13, 2024 to June 13, 2029, and variable interest rates from the day after June 13, 2029. ("Step-up interest rates" will be applied from the day after June 13, 2034 and the day after June 13, 2049.)

Note 2: A fixed interest rate will be applied from the day after June 13, 2024 to June 13, 2031, and variable interest rates from the day after June 13, 2031. ("Step-up interest rates" will be applied from the day after June 13, 2034 and the day after June 13, 2051.)

Note 3: A fixed interest rate will be applied from the day after June 13, 2024 to June 13, 2034, and variable interest rates from the day after June 13, 2034. ("Step-up interest rates" will be applied from the day after June 13, 2034 and the day after June 13, 2054.)

Note 4: Note 4 does not form a part of the terms of the Bonds and does not create a legal or contractual obligation. In the case of early redemption or retirement by purchase of the Bonds, Nippon Steel expects to refinance with financial instruments that would be recognized by credit rating agencies as equivalent to the Bonds in terms of equity credit. However, in any of the cases described in the section of the shelf registration supplements, "Regarding Restrictions concerning Refinancing upon Early Redemption and Retirement by Purchase of the Bonds" under "Special matters to be stated concerning the public offering or secondary distribution ." Nippon Steel may not make such a refinancing.

Note: This press release has been prepared for the sole purpose of publicly announcing Nippon Steel Corporation's issue of hybrid bonds (subordinated bonds), not for the purpose of soliciting investments or performing any similar act. This document does not constitute an offer to sell or the solicitation of an offer to purchase securities for sale in the United States. Nippon Steel Corporation has not registered and will not register the hybrid bonds under the U.S. Securities Act of 1933 (the "U.S. Securities Act"). No offer or sale of the hybrid bonds in the United States may be made absent registration or an applicable exemption from the registration requirements under the U.S. Securities Act. This document is concerned with Nippon Steel Corporation's issue of hybrid bonds in Japan, and no securities will be offered or sold in the United States.

For inquiries,https://www.nipponsteel.com/en/contact/

© 2024 NIPPON STEEL CORPORATION All Rights Reserved.