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Filed
pursuant to Rule 424(b)(3)
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Registration
Statement on Form F-6
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Registration
No.: 333-183819
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THE RIGHT OF HOLDERS OF ADRS TO DIRECT THE VOTING OF SHARES
MAY BE RESTRICTED AS DESCRIBED IN PARAGRAPHS (6) AND (12) BELOW. PURSUANT TO THE COMPANIES ACT OF JAPAN AND TO THE COMPANY'S ARTICLES
OF INCORPORATION, THE RELEASE OF THE SHARES OF THE COMPANY UNDERLYING THE ADSs REPRESENTED BY THIS ADR MAY BE LIMITED TO A UNIT
OF 100 SUCH SHARES (OR SUCH OTHER NUMBER OF SHARES AS THE ARTICLES OF INCORPORATION MAY FROM TIME TO TIME DESIGNATE AS A "UNIT
OF SHARES") OR INTEGRAL MULTIPLES THEREOF.
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No. of ADSs:
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Number
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Each ADS represents
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One Share
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CUSIP:
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AMERICAN DEPOSITARY RECEIPT
evidencing
AMERICAN DEPOSITARY SHARES
representing
SHARES OF COMMON STOCK
of
NIPPON STEEL
CORPORATION
(Incorporated under the laws of Japan)
JPMORGAN CHASE BANK, N.A., a national
banking association organized under the laws of the United States of America, as depositary hereunder (the "Depositary"),
hereby certifies that _________ is the registered owner (a "Holder") of American Depositary Shares ("ADSs"),
each (subject to paragraph (13)) representing one share of common stock (including the rights to receive Shares described in paragraph
(1), "Shares" and, together with any other securities, cash or property from time to time held by the Depositary in
respect or in lieu of deposited Shares, the "Deposited Securities"), of Nippon Steel Corporation a corporation organized
under the laws of Japan (the "Company"), deposited under the Amended and Restated Deposit Agreement dated as of October
1, 2015 (as amended from time to time, the "Deposit Agreement") among the Company, the Depositary and all Holders from
time to time of American Depositary Receipts issued thereunder ("ADRs"), each of whom by accepting an ADR becomes a
party thereto. The Deposit Agreement and this ADR (which includes the provisions set forth on the reverse hereof) shall be governed
by and construed in accordance with the laws of the State of New York.
(1)
Issuance and Pre-Release of ADSs
.
This ADR is one of the ADRs issued under the Deposit Agreement. Subject to the other provisions hereof, the Depositary may so issue
ADRs for delivery at the Transfer Office (as hereinafter defined) only against deposit of: (a) Shares in a form satisfactory to
the Custodian; (b) rights to receive Shares from the Company or any registrar, transfer agent, clearing agent or other entity recording
Share ownership or transactions; or (c) in accordance with the next paragraph hereof.
In its capacity as Depositary, the Depositary
shall not lend Shares or ADSs; provided, however, that the Depositary may (i) issue ADSs prior to the receipt of Shares and (ii)
deliver Shares prior to the receipt of ADSs for withdrawal of Deposited Securities, including ADSs which were issued under (i)
above but for which Shares may not have been received (each such transaction a "Pre-Release"). The Depositary may receive
ADSs in lieu of Shares under (i) above (which ADSs will promptly be canceled by the Depositary upon receipt by the Depositary)
and receive Shares in lieu of ADSs under (ii) above. Each such Pre-Release will be preceded or accompanied by a written agreement
whereby the person or entity (the "Applicant") to whom ADSs or Shares are to be delivered (a) represents that at the
time of the Pre-Release the Applicant or its customer owns the Shares or ADSs that are to be delivered by the Applicant under such
Pre-Release, (b) agrees to indicate the Depositary as owner of such Shares or ADSs in its records and to hold such Shares or ADSs
in trust for the Depositary until such Shares or ADSs are delivered to the Depositary or the Custodian, (c) unconditionally guarantees
to deliver to the Depositary or the Custodian, as applicable, such Shares or ADSs, and (d) agrees to any additional restrictions
or requirements that the Depositary deems appropriate. Each such Pre-Release will be at all times fully collateralized with cash,
U.S. government securities or such other collateral as the Depositary deems appropriate, terminable by the Depositary on not more
than five (5) business days' notice and subject to such further indemnities and credit regulations as the Depositary deems appropriate.
The Depositary will normally limit the number of ADSs and Shares involved in such Pre-Release at any one time to thirty percent
(30%) of the ADSs outstanding (without giving effect to ADSs outstanding under (i) above), provided, however, that the Depositary
reserves the right to change or disregard such limit from time to time as it deems appropriate. The Depositary may also set limits
with respect to the number of ADSs and Shares involved in Pre-Release with any one person on a case-by-case basis as it deems appropriate.
The Depositary may retain for its own account any compensation received by it in conjunction with the foregoing. Collateral provided
in connection with Pre-Release transactions, but not the earnings thereon, shall be held for the benefit of the Holders (other
than the Applicant).
Every person depositing Shares under the
Deposit Agreement represents and warrants that (a) such Shares and the certificates therefor are duly authorized, validly issued
and outstanding, fully paid, nonassessable and legally obtained by such person (b) all pre-emptive and comparable rights, if any,
with respect to such Shares have been validly waived or exercised, (c) the person making such deposit is duly authorized so to
do, (d) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse
claim and (e) such Shares (A) are not "restricted securities" as such term is defined in Rule 144 under the Securities
Act of 1933 ("Restricted Securities") unless at the time of deposit the requirements of paragraphs (c), (e), (f) and
(h) of Rule 144 shall not apply and such Shares may be freely transferred and may otherwise be offered and sold freely in the United
States or (B) have been registered under the Securities Act of 1933. To the extent the person depositing Shares is an "affiliate"
of the Company as such term is defined in Rule 144, the person also represents and warrants that upon the sale of the ADSs, all
of the provisions of Rule 144 which enable the Shares to be freely sold (in the form of ADSs) will be fully complied with and,
as a result thereof, all of the ADSs issued in respect of such Shares will not be on the sale thereof, Restricted Securities. Such
representations and warranties shall survive the deposit and withdrawal of Shares and the issuance and cancellation of ADSs in
respect thereof and the transfer of such ADSs. The Depositary may refuse to accept for such deposit any Shares identified by the
Company in order to facilitate compliance with the requirements of the Securities Act of 1933 or the Rules made thereunder.
(2)
Withdrawal of Deposited Securities
.
Subject to paragraphs (4) and (5), upon surrender of (i) a certificated ADR in a form satisfactory to the Depositary at the Transfer
Office or (ii) proper instructions and documentation in the case of a Direct Registration ADR, the Holder hereof is entitled to
delivery at, or to the extent in dematerialized form from, the Custodian's office of the Deposited Securities at the time represented
by the ADSs evidenced by this ADR, provided that the Depositary may deliver Shares prior to the receipt of ADSs for withdrawal
of Deposited Securities, including ADSs which were issued under (1) above but for which Shares may not have been received (until
such ADSs are actually deposited, "Pre-released Shares") only if all the conditions in (1) above related to such Pre-Release
are satisfied). At the request, risk and expense of the Holder hereof, the Depositary may deliver such Deposited Securities at
such other place as may have been requested by the Holder. Upon surrender of an ADR or ADRs by a Holder to the Depositary, as a
result of, and to the extent required by, the operation of applicable provisions of the Companies Act of Japan or any other applicable
Japanese law, the Depositary will effect the delivery to such Holder of only that portion of Shares (and any other Deposited Securities
relating to such Shares) comprising a Unit or an integral multiple thereof (the "deliverable portion" of such ADR or
ADRs). As of the date of the Deposit Agreement, a Unit is comprised of 100 Shares. For the purpose of the foregoing sentence, the
deliverable portion shall be determined on the basis of the aggregate number of Shares represented by the entire amount of the
ADSs evidenced by the ADR or ADRs surrendered by the same Holder at the same time. The Depositary will promptly advise such Holder
as to the number of Shares and Deposited Securities, if any, represented by the non-deliverable portion of such ADR or ADRs and
shall deliver to such Holder a new ADR evidencing such non-deliverable portion. In addition, the Depositary shall notify such Holder
of the additional amount of ADSs which such Holder would be required to surrender in order for the Depositary to effect delivery
of all the Shares and Deposited Securities represented by the ADSs of such Holder. Notwithstanding any other provision of the Deposit
Agreement or this ADR, the withdrawal of Deposited Securities may be restricted only for the reasons set forth in General Instruction
I.A.(1) of Form F-6 (as such instructions may be amended from time to time) under the Securities Act of 1933.
(3)
Transfers of ADRs
. The Depositary
or its agent will keep, at a designated transfer office (the "Transfer Office"), (a) a register (the "ADR Register")
for the registration, registration of transfer, combination and split-up of ADRs, and, in the case of Direct Registration ADRs,
shall include the Direct Registration System, which at all reasonable times will be open for inspection by Holders and the Company
for the purpose of communicating with Holders in the interest of the business of the Company or a matter relating to the Deposit
Agreement and (b) facilities for the delivery and receipt of ADRs. The term ADR Register includes the Direct Registration System.
Title to this ADR (and to the Deposited Securities represented by the ADSs evidenced hereby), when properly endorsed (in the case
of ADRs in certificated form) or upon delivery to the Depositary of proper instruments of transfer, is transferable by delivery
with the same effect as in the case of negotiable instruments under the laws of the State of New York;
provided
that the
Depositary, notwithstanding any notice to the contrary, may treat the person in whose name this ADR is registered on the ADR Register
as the absolute owner hereof for all purposes and neither the Depositary nor the Company will have any obligation or be subject
to any liability under the Deposit Agreement to any holder of an ADR, unless such holder is the Holder thereof. Subject to paragraphs
(4) and (5), this ADR is transferable on the ADR Register and may be split into other ADRs or combined with other ADRs into one
ADR, evidencing the aggregate number of ADSs surrendered for split-up or combination, by the Holder hereof or by duly authorized
attorney upon surrender of this ADR at the Transfer Office properly endorsed (in the case of ADRs in certificated form) or upon
delivery to the Depositary of proper instruments of transfer and duly stamped as may be required by applicable law;
provided
that the Depositary may close the ADR Register at any time or from time to time when deemed expedient by it. At the request of
a Holder, the Depositary shall, for the purpose of substituting a certificated ADR with a Direct Registration ADR, or vice versa,
execute and deliver a certificated ADR or a Direct Registration ADR, as the case may be, for any authorized number of ADSs requested,
evidencing the same aggregate number of ADSs as those evidenced by the certificated ADR or Direct Registration ADR, as the case
may be, substituted.
(4)
Certain Limitations
. Prior to
the issue, registration, registration of transfer, split-up or combination of any ADR, the delivery of any distribution in respect
thereof, or, subject to the last sentence of paragraph (2), the withdrawal of any Deposited Securities, and from time to time in
the case of clause (b)(ii) of this paragraph (4), the Company, the Depositary or the Custodian may require: (a) payment with respect
thereto of (i) any stock transfer or other tax or other governmental charge, (ii) any stock transfer or registration fees in effect
for the registration of transfers of Shares or other Deposited Securities upon any applicable register and (iii) any applicable
charges as provided in paragraph (7) of this ADR; (b) the production of proof satisfactory to it of (i) the identity of any signatory
and genuineness of any signature and (ii) such other information, including without limitation, information as to citizenship,
residence, exchange control approval, beneficial ownership of any securities, compliance with applicable law, regulations, provisions
of or governing Deposited Securities and terms of the Deposit Agreement and this ADR, as it may deem necessary or proper; and (c)
compliance with such regulations as the Depositary may establish consistent with the Deposit Agreement. The issuance of ADRs, the
acceptance of deposits of Shares, the registration, registration of transfer, split-up or combination of ADRs or, subject to the
last sentence of paragraph (2), the withdrawal of Deposited Securities may be suspended, generally or in particular instances,
when the ADR Register or any register for Deposited Securities is closed or when any such action is deemed advisable by the Depositary.
(5)
Taxes
. If any tax or other governmental
charges (including any penalties and/or interest) shall become payable by or on behalf of the Custodian or the Depositary with
respect to this ADR, any Deposited Securities represented by the ADSs evidenced hereby or any distribution thereon, such tax or
other governmental charge shall be paid by the Holder hereof to the Depositary and by holding or having held an ADR the Holder
and all prior Holders hereof, jointly and severally, agree to indemnify, defend and save harmless each of the Depositary and its
agents in respect thereof. The Depositary may refuse to effect any registration, registration of transfer, split-up or combination
hereof or, subject to the last sentence of paragraph (2), any withdrawal of such Deposited Securities until such payment is made.
The Depositary may also deduct from any distributions on or in respect of Deposited Securities, or may sell by public or private
sale for the account of the Holder hereof any part or all of such Deposited Securities (after attempting by reasonable means to
notify the Holder hereof prior to such sale), and may apply such deduction or the proceeds of any such sale in payment of such
tax or other governmental charge, the Holder hereof remaining liable for any deficiency, and shall reduce the number of ADSs evidenced
hereby to reflect any such sales of Shares. In connection with any distribution to Holders, the Company will remit to the appropriate
governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by the Company;
and the Depositary and the Custodian will remit to the appropriate governmental authority or agency all amounts (if any) required
to be withheld and owing to such authority or agency by the Depositary or the Custodian. If the Depositary determines that any
distribution in property other than cash (including Shares or rights) on Deposited Securities is subject to any tax that the Depositary
or the Custodian is obligated to withhold, the Depositary may dispose of all or a portion of such property in such amounts and
in such manner as the Depositary deems necessary and practicable to pay such taxes, by public or private sale, and the Depositary
shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such taxes to the Holders
entitled thereto. Each Holder of an ADR or an interest therein agrees to indemnify the Depositary, the Company, the Custodian and
any of their respective officers, directors, employees, agents and affiliates against, and hold each of them harmless from, any
claims by any governmental authority with respect to taxes, additions to tax, penalties or interest arising out of any refund of
taxes, reduced rate of withholding at source or other tax benefit obtained.
(6)
Disclosure of Interests
. (a)
To the extent that the provisions of or governing any Deposited Securities may require disclosure of or impose limits on beneficial
or other ownership of Deposited Securities, other Shares and other securities and may provide for blocking transfer, voting or
other rights to enforce such disclosure or limits, Holders and all persons holding ADRs agree to comply with all such disclosure
requirements and ownership limitations and to comply with any reasonable Company instructions in respect thereof. The Company reserves
the right to instruct Holders to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit
the Company to deal directly with the Holder thereof as a holder of Shares and Holders agree to comply with such instructions.
The Depositary agrees to cooperate with the Company in its efforts to inform Holders of the Company's exercise of its rights under
this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of
the Depositary, to the Company on the manner or manners in which it may enforce such rights with respect to any Holder.
Without prejudice to the requirements of
applicable law concerning disclosure of beneficial ownership of Shares, any Beneficial Owner (as defined below) of ADSs who becomes,
or ceases to be, directly or indirectly, the Beneficial Owner of more than 5% of all outstanding Shares (whether such interest
is held in whole or only in part through ADRs) shall, within five days (excluding Saturdays, Sundays and legal holidays in Japan)
following such event, send written notice to the Company at its principal office in Japan currently at 6-1, Marunouchi 2-chome,
Chiyoda-ku, Tokyo 100-8071 Japan, containing the following information:
(i) the
name, address and nationality of such Beneficial Owner and all other persons by whom or on whose behalf such Shares have been acquired
or are held; the number of ADSs, total Share and total Share equivalents (as defined below) (including ADSs) beneficially owned,
directly or indirectly, by such Beneficial Owner immediately before and immediately after the event requiring notification; the
names and addresses of any persons other than the Depositary, the Custodian, or either of their nominees, through whom such beneficially
owned Shares (including Share equivalents; in this paragraph (6) the same shall apply hereafter as the context so requires) are
held, or in whose name such Shares are registered in the Company's shareholders’ register, and the respective numbers of
Shares beneficially held through each such person; the date or dates of acquisition of the beneficial interest in such Shares;
and the number of any Shares in which such Beneficial Owner has the right to acquire, directly or indirectly, beneficial ownership
and material information as to such right(s) of acquisition; and
(ii) the
names, addresses and nationalities of any persons with whom such Beneficial Owner is acting as a partnership, limited partnership,
syndicate or other group for the purpose of acquiring, holding, voting or disposing of a beneficial interest in Shares; and the
number of Shares being acquired, held, voted or disposed of as a result of such association (being the total number held by such
group).
Any Beneficial Owner of more than 5% of
all outstanding Shares shall promptly notify the Company as provided above of any material change in the information previously
notified, including, without limitation, a change of 1% or more of the percentage of total Shares to which the beneficial ownership
relates.
As used herein, the "Beneficial Owner"
of Shares means a person who, directly or indirectly, through any contract, trust, arrangement, understanding, relationship, or
otherwise, has an interest in any Shares, including any Shares which underlie any ADS issued under the Deposit Agreement (including
having the right to exercise or control the exercise of any right conferred by the holding of such Shares or the power to vote
or to direct voting or the power to dispose or to direct disposition), and includes any Holder of an ADS.
(b) Without
prejudice to the requirements of applicable law and the provisions of the Company's Articles of Incorporation, any Beneficial Owner
of Shares shall, if so requested in writing by the Company, provide such information with respect to the beneficial ownership of
Shares (including not only Shares underlying ADSs, but also any other Shares in which such Beneficial Owner has an interest and
including any security convertible into, exchangeable for or exercisable for Shares) by such Beneficial Owner as is requested by
the Company. Such Beneficial Owner shall provide such information to the Company in writing within the time specified by the Company.
As used herein, "Share equivalent"
means securities convertible into, exchangeable for Shares, bonds with stock acquisition rights and stock acquisition rights to
acquire Shares, and the number of Shares attributable to such Share equivalent shall be the number of Shares into which such securities
are convertible or exchangeable or which are acquired upon exercising the stock acquisition rights, at the conversion, exchange
or exercise price or rate applicable at the time of determination of the relevant beneficial ownership.
In calculating the percentage ownership
of the Beneficial Owner, the number of Shares which are issuable upon conversion or exchange of securities or upon exercise of
the stock acquisition rights beneficially owned by the Beneficial Owner shall be added to both the numerator and the denominator
of the fraction of which the numerator is the total number of Shares beneficially owned by the Beneficial Owner and the denominator
of which is the total number of the outstanding Shares.
(c) If
the Company notifies the Depositary in writing that a particular Beneficial Owner has not complied with subsections (a) or (b)
above, at the Company's written request, and so long as the Company has provided the Depositary with Beneficial Owner contact details,
the Depositary shall instruct the Beneficial Owner to surrender its ADSs for cancellation so as to permit the Company to deal directly
with such Beneficial Owner as a shareholder of the Company. Holders and Beneficial Owners agree to comply with such requests.
(7)
Charges of Depositary
. The Depositary
may charge, and collect from, (i) each person to whom ADSs are issued, including, without limitation, issuances against
deposits of Shares, issuances in respect of Share Distributions, Rights and Other Distributions (as such terms are defined
in paragraph (10)), issuances pursuant to a stock dividend or stock split declared by the Company, or issuances pursuant to
a merger, exchange of securities or any other transaction or event affecting the ADSs or the Deposited Securities, and (ii)
each person surrendering ADSs for withdrawal of Deposited Securities or whose ADSs are cancelled or reduced for any other reason,
U.S.$5.00 for each 100 ADSs (or portion thereof) issued, delivered, reduced, cancelled or surrendered (as the case may be).
The Depositary may sell (by public or private sale) sufficient securities and property received in respect of Share Distributions,
Rights and Other Distributions prior to such deposit to pay such charge. The following additional charges shall be incurred by
the Holders, by any party depositing or withdrawing Shares or by any party surrendering ADSs and/or to whom ADSs are issued (including,
without limitation, issuances pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding
the ADSs or the Deposited Securities or a distribution of ADSs pursuant to paragraph (10)), whichever is applicable (i) a fee of
U.S.$0.05 or less per ADS for any Cash distribution made pursuant to the Deposit Agreement, (ii) a fee of U.S.$1.50 per ADR or
ADRs for transfers made pursuant to paragraph (3) hereof, (iii) a fee for the distribution or sale of securities pursuant to paragraph
(10) hereof, such fee being in an amount equal to the fee for the execution and delivery of ADSs referred to above which would
have been charged as a result of the deposit of such securities (for purposes of this paragraph (7) treating all such securities
as if they were Shares) but which securities or the net cash proceeds from the sale thereof are instead distributed by the Depositary
to Holders entitled thereto, (iv) an aggregate fee of U.S.$0.05 per ADS per calendar year (or portion thereof) for services performed
by the Depositary in administering the ADRs (which fee may be charged on a periodic basis during each calendar year and shall be
assessed against Holders as of the record date or record dates set by the Depositary during each calendar year and shall be payable
at the sole discretion of the Depositary by billing such Holders or by deducting such charge from one or more cash dividends or
other cash distributions), and (v) a fee for the reimbursement of such fees, charges and expenses as are incurred by the Depositary
and/or any of its agents (including, without limitation, the Custodian and expenses incurred on behalf of Holders in connection
with compliance with foreign exchange control regulations or any law or regulation relating to foreign investment) in connection
with the servicing of the Shares or other Deposited Securities, the sale of securities (including, without limitation, Deposited
Securities), the delivery of Deposited Securities or otherwise in connection with the Depositary's or its Custodian's compliance
with applicable law, rule or regulation (which fees and charges shall be assessed on a proportionate basis against Holders as of
the record date or dates set by the Depositary and shall be payable at the sole discretion of the Depositary by billing such Holders
or by deducting such charge from one or more cash dividends or other cash distributions). The Company will pay all other charges
and expenses of the Depositary and any agent of the Depositary (except the Custodian) pursuant to agreements from time to time
between the Company and the Depositary, except (i) stock transfer or other taxes and other governmental charges (which are payable
by Holders or persons depositing Shares), (ii) cable, telex and facsimile transmission and delivery charges incurred at the request
of persons depositing, or Holders delivering Shares, ADRs or Deposited Securities (which are payable by such persons or Holders),
(iii) transfer or registration fees for the registration or transfer of Deposited Securities on any applicable register in connection
with the deposit or withdrawal of Deposited Securities (which are payable by persons depositing Shares or Holders withdrawing Deposited
Securities; there are no such fees in respect of the Shares as of the date of the Deposit Agreement), and (iv) in connection with
the conversion of foreign currency into U.S. dollars, JPMorgan Chase Bank, N.A. (“JPMorgan”) shall deduct out of such
foreign currency the fees, expenses and other charges charged by it and/or its agent (which may be a division, branch or affiliate)
so appointed in connection with such conversion. JPMorgan and/or its agent may act as principal for such conversion of foreign
currency. Such charges may at any time and from time to time be changed by agreement between the Company and the Depositary. For
further details see https://www.adr.com.
The Depositary anticipates reimbursing the
Company for certain expenses incurred by the Company that are related to the establishment and maintenance of the ADR program upon
such terms and conditions as the Company and the Depositary may agree from time to time. The Depositary may make available
to the Company a set amount or a portion of the Depositary fees charged in respect of the ADR program or otherwise upon such terms
and conditions as the Company and the Depositary may agree from time to time.
The right of the Depositary to receive payment
of fees, charges and expenses as provided above shall survive the termination of the Deposit Agreement. As to any Depositary, upon
the resignation or removal of such Depositary, such right shall extend for those fees, charges and expenses incurred prior to the
effectiveness of such resignation or removal.
(8)
Available Information
. The Deposit
Agreement, the provisions of or governing Deposited Securities and any written communications from the Company, which are both
received by the Custodian or its nominee as a holder of Deposited Securities and made generally available to the holders of Deposited
Securities, are available for inspection by Holders at the offices of the Depositary and the Custodian and at the Transfer Office.
The Depositary will distribute copies of such communications (or English translations or summaries thereof) to Holders when furnished
by the Company. The Company publishes information in English required to maintain the exemption from registration under Rule 12g3-2(b)
under the Securities Exchange Act of 1934 on its Internet Web site (http://www.nssmc.com/en/) or through an electronic information
delivery system generally available to the public in its primary trading market. The Company represents that as of the date of
the Deposit Agreement, the statements in the previous sentence of this paragraph (8) with respect to the exemption from registration
under Rule 12g3-2(b) under the Securities Exchange Act of 1934, as amended, are true and correct. The Company agrees to promptly
notify the Depositary and all Holders in the event of any change in the truth of any such statements. The Depositary does not assume
any duty to determine if the Company is complying with the current requirements of Rule 12g3-2(b) under the Securities Exchange
Act of 1934 or to take any action if the Company is not complying with those requirements.
(9)
Execution
. This ADR shall not
be valid for any purpose unless executed by the Depositary by the manual or facsimile signature of a duly authorized officer of
the Depositary.
Dated:
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JPMORGAN CHASE BANK, N.A., as Depositary
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By ..................................................
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Authorized Officer
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The Depositary's office is located at
383 Madison Avenue, Floor 11, New York, New York 10179.
(10)
Distributions on Deposited Securities
.
Subject to paragraphs (4) and (5), to the extent practicable, the Depositary will distribute to each Holder entitled thereto on
the record date set by the Depositary therefor at such Holder's address shown on the ADR Register, in proportion to the number
of Deposited Securities (on which the following distributions on Deposited Securities are received by the Custodian) represented
by ADSs evidenced by such Holder's ADRs: (a)
Cash
. Any U.S. dollars available to the Depositary resulting from a cash dividend
or other cash distribution or the net proceeds of sales of any other distribution or portion thereof authorized in this paragraph
(10) ("Cash"), on an averaged or other practicable basis, subject to (i) appropriate adjustments for taxes withheld,
(ii) such distribution being impermissible or impracticable with respect to certain Holders, and (iii) deduction of the Depositary's
and/or its agents' fees and expenses in (1) converting any foreign currency to U.S. dollars by sale or in such other manner as
the Depositary may determine to the extent that it determines that such conversion may be made on a reasonable basis, (2) transferring
foreign currency or U.S. dollars to the United States by such means as the Depositary may determine to the extent that it determines
that such transfer may be made on a reasonable basis, (3) obtaining any approval or license of any governmental authority required
for such conversion or transfer, which is obtainable at a reasonable cost and within a reasonable time and (4) making any sale
by public or private means in any commercially reasonable manner. (b)
Shares
. (i) Additional ADRs evidencing whole ADSs
representing any Shares available to the Depositary resulting from a dividend or free distribution on Deposited Securities consisting
of Shares (a "Share Distribution") and (ii) U.S. dollars available to it resulting from the net proceeds of sales of
Shares received in a Share Distribution, which Shares would give rise to fractional ADSs if additional ADRs were issued therefor,
as in the case of Cash. (c)
Rights
. (i) Warrants or other instruments in the discretion of the Depositary representing rights
to acquire additional ADRs in respect of any rights to subscribe for additional Shares or rights of any nature available to the
Depositary as a result of a distribution on Deposited Securities ("Rights"), to the extent that the Company timely furnishes
to the Depositary evidence satisfactory to the Depositary that the Depositary may lawfully distribute the same (the Company has
no obligation to so furnish such evidence), or (ii) to the extent the Company does not so furnish such evidence and sales of Rights
are practicable, any U.S. dollars available to the Depositary from the net proceeds of sales of Rights as in the case of Cash,
or (iii) to the extent the Company does not so furnish such evidence and such sales cannot practicably be accomplished by reason
of the nontransferability of the Rights, limited markets therefor, their short duration or otherwise, nothing (and any Rights may
lapse). (d)
Other Distributions
. (i) Securities or property available to the Depositary resulting from any distribution
on Deposited Securities other than Cash, Share Distributions and Rights ("Other Distributions"), by any means that the
Depositary may deem equitable and practicable, or (ii) to the extent the Depositary deems distribution of such securities or property
not to be equitable and practicable, any U.S. dollars available to the Depositary from the net proceeds of sales of Other Distributions
as in the case of Cash. The Depositary reserves the right to utilize a division, branch or affiliate of JPMorgan Chase Bank, N.A.
to direct, manage and/or execute any public and/or private sale of securities hereunder. Such division, branch and/or affiliate
may charge the Depositary a fee in connection with such sales, which fee is considered an expense of the Depositary contemplated
above and/or under paragraph (7) hereof. Any U.S. dollars available will be distributed by checks drawn on a bank in the United
States for whole dollars and cents. Fractional cents will be withheld without liability and dealt with by the Depositary in accordance
with its then current practices. All purchases and sales of securities will be handled by the Depositary in accordance with its
then current policies, which are currently set forth in the "Depositary Receipt Sale and Purchase of Security" section
of https://www.adr.com/Investors/FindOutAboutDRs, the location and contents of which the Depositary shall be solely responsible
for.
(11)
Record Dates
. The Depositary
may, after consultation with the Company if practicable, fix a record date (which, to the extent applicable, shall be as near as
practicable to any corresponding record date set by the Company) for the determination of the Holders who shall be responsible
for the fee assessed by the Depositary for administration of the ADR program and for any expenses provided for in paragraph (7)
hereof as well as for the determination of the Holders who shall be entitled to receive any distribution on or in respect of Deposited
Securities, to give instructions for the exercise of any voting rights, to receive any notice or to act in respect of other matters
and only such Holders shall be so entitled or obligated.
(12)
Voting of Deposited Securities
.
As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders
of Shares or other Deposited Securities, the Depositary shall distribute to Holders a notice stating (a) such information as is
contained in such notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor
will, subject to any applicable provisions of the Articles of Incorporation of the Company or other similar documents and Japanese
law, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities
represented by the ADSs evidenced by such Holder's ADRs and (c) the manner in which such instructions may be given, including instructions
to give a discretionary proxy to a person designated by the Company. Upon actual receipt by the ADR department of the Depositary
of instructions of a Holder on such record date in the manner and on or before the time established by the Depositary for such
purpose, subject to the next sentence the Depositary shall endeavor insofar as practicable and permitted under the provisions of
or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such
Holder's ADRs in accordance with such instructions. So long as under the Articles of Incorporation or other similar document of
the Company and Japanese law votes may only be cast in respect of one or more whole Units of Shares, (i) the same instructions
received from Holders shall be aggregated and the Depositary shall, subject to applicable law and market practice, endeavor to
vote or cause to be voted the number of whole Units in respect of which such instructions as so aggregated have been received,
in accordance with such instructions, and (ii) such Holders acknowledge and agree that, if the Depositary has received the same
instructions any portion of which, after aggregation of all such instructions, constitutes instructions with respect to less than
a whole Unit of Shares, the Depositary will be unable to vote or cause to be voted the Shares to which such portion of the instructions
applies. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. There is no guarantee
that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such
Holder to return any voting instructions to the Depositary in a timely manner. Notwithstanding anything contained in the Deposit
Agreement or any ADR, the Depositary may, to the extent not prohibited by law or regulations, or by the requirements of the stock
exchange on which the ADSs are listed, in lieu of distribution of the materials provided to the Depositary in connection with any
meeting of, or solicitation of consents or proxies from, holders of Deposited Securities, distribute to the Holders a notice that
provides Holders with, or otherwise publicizes to Holders, instructions on how to retrieve such materials or receive such materials
upon request (
i.e.
, by reference to a website containing the materials for retrieval or a contact for requesting copies
of the materials). Voting instructions will not be deemed received until such time as the ADR department responsible for proxies
and voting has received such instructions notwithstanding that such instructions may have been physically received by JPMorgan
Chase Bank, N.A., as Depositary, prior to such time.
(13)
Changes Affecting Deposited Securities
.
Subject to paragraphs (4) and (5), the Depositary may, in its discretion, and shall if reasonably requested by the Company, amend
this ADR or distribute additional or amended ADRs (with or without calling this ADR for exchange) or cash, securities or property
on the record date set by the Depositary therefor to reflect any change in par value, split-up, consolidation, cancellation or
other reclassification of Deposited Securities, any Share Distribution or Other Distribution not distributed to Holders or any
cash, securities or property available to the Depositary in respect of Deposited Securities from (and the Depositary is hereby
authorized to surrender any Deposited Securities to any person and, irrespective of whether such Deposited Securities are surrendered
or otherwise cancelled by operation of law, rule, regulation or otherwise, to sell by public or private sale any property received
in connection with) any recapitalization, reorganization, merger, consolidation, liquidation, receivership, bankruptcy or sale
of all or substantially all the assets of the Company, and to the extent the Depositary does not so amend this ADR or make a distribution
to Holders to reflect any of the foregoing, or the net proceeds thereof, whatever cash, securities or property results from any
of the foregoing shall constitute Deposited Securities and each ADS evidenced by this ADR shall automatically represent its pro
rata interest in the Deposited Securities as then constituted. Promptly upon the occurrence of any of the aforementioned changes
affecting Deposited Securities, the Company shall notify the Depositary in writing of such occurrence and as soon as practicable
after receipt of such notice from the Company, may instruct the Depositary to give notice thereof, at the Company's expense, to
Holders in accordance with the provisions hereof. Upon receipt of such instruction, the Depositary shall give notice to the Holders
in accordance with the terms thereof, as soon as reasonably practicable.
(14)
Exoneration
. The Depositary,
the Company, their agents and each of them shall: (a) incur no liability (i) if any present or future law, rule, regulation, fiat,
order or decree of the United States, Japan or any other country, or of any governmental or regulatory authority or any securities
exchange or market or automated quotation system, the provisions of or governing any Deposited Securities, any present or future
provision of the Company's charter, any act of God, war, terrorism, nationalization or other circumstance beyond its control shall
prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the
Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant
to paragraph (12) hereof), or (ii) by reason of any exercise or failure to exercise any discretion given it in the Deposit Agreement
or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably
practicable); (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR
and the Deposit Agreement without gross negligence or willful misconduct; (c) in the case of the Depositary and its agents, be
under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities
or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any
action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense
or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability
be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of
or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed
by it to be competent to give such advice or information. The Depositary shall not be liable for the acts or omissions made by,
or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible
for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a branch or affiliate
of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of
securities, the timing thereof or any delay in action or omission to act nor shall it be responsible for any error or delay in
action, omission to act, default or negligence on the part of the party so retained in connection with any such sale or proposed
sale. Notwithstanding anything to the contrary contained in the Deposit Agreement (including the ADRs), subject to the penultimate
sentence of this paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or
arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (i) committed
fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the
provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction
in which the Custodian is located. The Depositary, its agents and the Company may rely and shall be protected in acting upon any
written notice, request, direction, instruction or document believed by them to be genuine and to have been signed, presented or
given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an
interest in any ADSs about the requirements of Japanese law, rules or regulations or any changes therein or thereto. The Depositary
and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for
the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the
Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The
Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding
anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and
all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or
Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant
to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities
or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial
owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or beneficial owner's income tax
liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders
and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content
of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any
translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity
or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms
of this Deposit Agreement or for the failure or timeliness of any notice from the Company. Notwithstanding anything herein or in
the Deposit Agreement to the contrary, the Depositary and the Custodian(s) may use third party delivery services and providers
of information regarding matters such as pricing, proxy voting, corporate actions, class action litigation and other services in
connection herewith and the Deposit Agreement, and use local agents to provide extraordinary services such as attendance at annual
meetings of issuers of securities. Although the Depositary and the Custodian will use reasonable care (and cause their agents to
use reasonable care) in the selection and retention of such third party providers and local agents, they will not be responsible
for any errors or omissions made by them in providing the relevant information or services. The Depositary shall not be liable
for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary
or in connection with any matter arising wholly after the removal or resignation of the Depositary. By holding an ADS or an interest
therein, Holders and owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the Company
or the Depositary, arising out of or based upon the Deposit Agreement or the transactions contemplated hereby, may only be instituted
in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives any objection
which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction
of such courts in any such suit, action or proceeding. The Company has agreed to indemnify the Depositary and its agents under
certain circumstances. Neither the Depositary nor any of its agents shall be liable to Holders or beneficial owners of interests
in ADSs for any indirect, special, punitive or consequential damages (including, without limitation, legal fees and expenses) or
lost profits, in each case of any form incurred by any person or entity, whether or not foreseeable and regardless of the type
of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any
provision hereof.
(15)
Resignation and Removal of Depositary;
the Custodian
. The Depositary may resign as Depositary by written notice of its election so to do delivered to the Company,
such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as provided
in the Deposit Agreement. The Depositary may at any time be removed by the Company by no less than 90 days prior written
notice of such removal, to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary and
(ii) the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. The
Depositary may appoint substitute or additional Custodians and the term "
Custodian
" refers to each Custodian or
all Custodians as the context requires.
(16)
Amendment
. Subject to the last
sentence of paragraph (2), the ADRs and the Deposit Agreement may be amended by the Company and the Depositary,
provided
that any amendment that imposes or increases any fees or charges (other than stock transfer or other taxes and other governmental
charges, transfer or registration fees, cable, telex or facsimile transmission costs, delivery costs or other such expenses), or
that shall otherwise prejudice any substantial existing right of Holders, shall become effective 30 days after notice of such amendment
shall have been given to the Holders. Every Holder of an ADR at the time any amendment to the Deposit Agreement so becomes effective
shall be deemed, by continuing to hold such ADR, to consent and agree to such amendment and to be bound by the Deposit Agreement
as amended thereby. In no event shall any amendment impair the right of the Holder of any ADR to surrender such ADR and receive
the Deposited Securities represented thereby, except in order to comply with mandatory provisions of applicable law. Any amendments
or supplements which (i) are reasonably necessary (as agreed by the Company and the Depositary) in order for (a) the ADSs to be
registered on Form F-6 under the Securities Act of 1933 or (b) the ADSs or Shares to be traded solely in electronic book-entry
form and (ii) do not in either such case impose or increase any fees or charges to be borne by Holders, shall be deemed not to
prejudice any substantial rights of Holders. Notwithstanding the foregoing, if any governmental body or regulatory body should
adopt new laws, rules or regulations which would require amendment or supplement of the Deposit Agreement or the form of ADR to
ensure compliance therewith, the Company and the Depositary may amend or supplement the Deposit Agreement and the ADR at any time
in accordance with such changed laws, rules or regulations. Such amendment or supplement to the Deposit Agreement in such circumstances
may become effective before a notice of such amendment or supplement is given to Holders or within any other period of time as
required for compliance. Notice of any amendment to the Deposit Agreement or form of ADRs shall not need to describe in detail
the specific amendments effectuated thereby, and failure to describe the specific amendments in any such notice shall not render
such notice invalid, provided, however, that, in each such case, the notice given to the Holders identifies a means for Holders
to retrieve or receive the text of such amendment (i.e., upon retrieval from the U.S. Securities and Exchange Commission's, the
Depositary's or the Company's website or upon request from the Depositary).
(17)
Termination
. The Depositary
may, and shall at the written direction of the Company, terminate the Deposit Agreement and this ADR by mailing notice of such
termination to the Holders at least 30 days prior to the date fixed in such notice for such termination; provided, however, if
the Depositary shall have (i) resigned as Depositary hereunder, notice of such termination by the Depositary shall not be provided
to Holders unless a successor depositary shall not be operating hereunder within 45 days of the date of such resignation, or (ii)
been removed as Depositary hereunder, notice of such termination by the Depositary shall not be provided to Holders unless a successor
depositary shall not be operating hereunder on the 90
th
day after the Company's notice of removal was first provided
to the Depositary. If the definition of “Unit” applies and the Japanese Companies Act or any other applicable Japanese
law restricts delivery of Shares other than in a Unit, then a notice of termination sent to Holders shall state that (i) the right
of a Holder to surrender ADSs and receive delivery of the underlying Shares will be subject to those restrictions and (ii) as a
consequence of those restrictions and the fact that transfers of ADSs may not be registered after the termination date, Holders
may wish to dispose of ADSs that do not represent integral Units of Shares prior to the termination date. After the date so fixed
for termination, the Depositary and its agents will perform no further acts under the Deposit Agreement and this ADR, except to
receive and hold (or sell) distributions on Deposited Securities and deliver Deposited Securities being withdrawn. As soon as practicable
after the expiration of six months from the date so fixed for termination, the Depositary shall sell the Deposited Securities and
shall thereafter (as long as it may lawfully do so) hold in a segregated account the net proceeds of such sales, together with
any other cash then held by it under the Deposit Agreement, without liability for interest, in trust for the
pro rata
benefit
of the Holders of ADRs not theretofore surrendered. After making such sale, the Depositary shall be discharged from all obligations
in respect of the Deposit Agreement and this ADR, except to account for such net proceeds and other cash. After the date so fixed
for termination, the Company shall be discharged from all obligations under the Deposit Agreement except for its obligations to
the Depositary and its agents.
(18)
Appointment.
Each Holder and
each person holding an interest in ADSs, upon acceptance of any ADSs (or any interest therein) issued in accordance with the terms
and conditions of the Deposit Agreement shall be deemed for all purposes to (a) be a party to and bound by the terms of the Deposit
Agreement and the applicable ADR(s), and (b) appoint the Depositary its attorney-in-fact, with full power to delegate, to act on
its behalf and to take any and all actions contemplated in the Deposit Agreement and the applicable ADR(s), to adopt any and all
procedures necessary to comply with applicable law and to take such action as the Depositary in its sole discretion may deem necessary
or appropriate to carry out the purposes of the Deposit Agreement and the applicable ADR(s), the taking of such actions to be the
conclusive determinant of the necessity and appropriateness thereof.
(19)
Waiver
. EACH PARTY TO THE DEPOSIT
AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH HOLDER AND BENEFICIAL OWNER AND/OR HOLDER OF INTERESTS IN ADRS) HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING
AGAINST THE DEPOSITARY AND/OR THE COMPANY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES,
THE ADSs OR THE ADRs, THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF
(WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR ANY OTHER THEORY).
(20)
Change in Unit
. The Company
agrees that it shall give notice to Holders of ADRs of any amendment to its Articles of Incorporation changing the number of Shares
previously designated as a Unit of Shares as soon as practicable but no later than two weeks after the adoption of a shareholders'
resolution giving effect to such change in Unit.
A-17
Nippon Steel (PK) (USOTC:NPSCY)
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Nippon Steel (PK) (USOTC:NPSCY)
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