U. S. Steel Stockholders Approve Transaction with Nippon Steel Corporation (NSC)

15 April 2024

PITTSBURGH Following the special meeting of stockholders (the “Special Meeting”) held earlier today, United States Steel Corporation (NYSE: X) (“U. S. Steel”) announced that, based on the preliminary vote count, U. S. Steel stockholders overwhelmingly voted to approve the proposed merger with Nippon Steel Corporation (NSC) (TSE: 5401). More than 98% of the shares voted at the Special Meeting, representing approximately 71% of the shares of U. S. Steel common stock issued and outstanding as of the record date for the Special Meeting, were voted in favor of the proposal to adopt the merger agreement.

David B. Burritt, President & Chief Executive Officer of U. S. Steel commented on the vote,

“The overwhelming support from our stockholders is a clear endorsement that they recognize the compelling rationale for our transaction with NSC. This is an important milestone as we progress toward completing the transaction. We are one step closer to bringing together the best of our companies and moving forward together as the ‘Best Steelmaker with World-Leading Capabilities.’

This transaction truly represents the best path forward for all of U. S. Steel’s stakeholders – union and non-union employees, customers, communities and stockholders – and for the United States and our home in Pennsylvania. By creating the best steelmaker in the world, we will have a stronger company to sustain our talented employees and fulfill all commitments to them, including all of the obligations under the agreements in place with our unions. We will deliver enhanced capabilities and innovations for our customers in the United States and globally, and be able to invest in greener steel to meet our climate commitments. And we will maintain the U. S. Steel name and Pittsburgh headquarters, with even more capital to invest in Pennsylvania.

This transaction will make U. S. Steel and the domestic steel industry stronger and more competitive, enhancing the legacy of steel that is mined, melted and made in America, in the face of unfair competition from China.”

U. S. Steel will disclose the final, certified voting results on a Form 8-K with the U.S. Securities and Exchange Commission when they are available.

Barclays Capital Inc., Goldman Sachs & Co. LLC and Evercore Inc. are serving as financial advisors to U. S. Steel. Milbank LLP and Wachtell, Lipton, Rosen & Katz are acting as legal advisors.