EQS-WpÜG: Takeover Offer / Target company: Klöckner & Co SE; Bidder: Worthington Steel GmbH

THE INFORMATION CONTAINED IN THIS DOCUMENT IS NOT FOR PUBLICATION, DISTRIBUTION OR DISSEMINATION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY COUNTRY WHERE SUCH PUBLICATION, DISTRIBUTION OR DISSEMINATION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH COUNTRY.

Publication of the decision to make a voluntary public takeover offer (freiwilliges öffentliches Übernahmeangebot) pursuant to Section 10 para. 1 and 3 in conjunction with Sections 29 para. 1 and 34 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz)

Bidder:

Worthington Steel GmbH

c/o Sitem Group

Graf-Zeppelin-Straße 29,

72202 Nagold

Germany

registered with the commercial register of the local court of Stuttgart under register number HR B 801625

Target:

Klöckner & Co SE

Peter-Müller-Straße 24

40468 Dusseldorf

Germany

registered with the commercial register of the local court of Dusseldorf under register number HR B 109982

WKN: KC0100 / ISIN: DE000KC01000

On 15 January 2026, Worthington Steel GmbH (the "Bidder"), a wholly-owned indirect subsidiary of Worthington Steel, Inc., has decided to launch a voluntary public takeover offer (the "Takeover Offer") to all shareholders (the "Klöckner Shareholders") of Klöckner & Co SE (the "Company") to acquire their registered shares with no-par value in the Company, each representing a pro-rata amount of the share capital of EUR 2.50 per share (the "Klöckner Shares"). The Bidder intends to offer a cash consideration in the amount of EUR 11.00 per Klöckner Share. This represents a premium of (i) approx. 81.2% to the unaffected closing price of the Klöckner Shares in the electronic trading system XETRA on 5 December 2025, i.e., one day prior to the ad hoc announcement of the Company relating to the leak of the Takeover Offer on 6 December 2025, (ii) approx. 98.0% to the undisturbed volume-weighted XETRA average price of the Klöckner Shares over the past three months as of (including) on 5 December 2025, and (iii) approx. 83.9% to the undisturbed volume-weighted XETRA average price of the Klöckner Shares over the past six months as of (including) on 5 December 2025.

Further, Worthington Steel, Inc., the Bidder and the Company signed a Business Combination Agreement today regarding the terms and conditions of a strategic investment by the Bidder in the Company aimed at creating the second largest steel service center company in North America by revenue. In addition, SWOCTEM GmbH, the Company’s largest shareholder, has entered into an Irrevocable Undertaking Agreement with the Bidder to tender all of its 41.53% stake in the Company.

The consummation of the Takeover Offer will be subject to certain customary offer conditions which will in particular include receipt of merger control and other regulatory clearances as well as a minimum acceptance threshold of 65.00% of all outstanding Klöckner Shares (including the shares currently held by SWOCTEM GmbH).

The Management Board and the Supervisory Board of the Company, which have approved the conclusion of the Business Combination Agreement today, explicitly welcome the Takeover Offer and, subject of their review of the offer document yet to be published, intend to recommend the acceptance of the Takeover Offer to the Klöckner Shareholders.

The offer document (in German language and a non-binding English translation) containing the detailed terms and conditions of the Takeover Offer, as well as further information relating thereto, will be published by the Bidder following permission by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – "BaFin") at the Bidder's website http://strong-for-good.com/. In addition, there will be an announcement of the publication of the offer document in the German federal gazette (Bundesanzeiger).

Important information:

This announcement constitutes neither an offer to purchase nor a solicitation of an offer to sell Klöckner Shares. The final provisions relating to the Takeover Offer will be disclosed in the offer document after the BaFin has authorized the publication of the offer document. The Bidder reserves the right to deviate from the key points set out herein in the final terms of the Takeover Offer to the extent legally permissible. Investors and Klöckner Shareholders are strongly advised to read the offer document and all other documents relating to the Takeover Offer as soon as they are published, as they will contain important information.

The Takeover Offer will be made exclusively on the basis of the applicable provisions of German law, in particular the German Securities Acquisition and Takeover Act (Wertpapiererwerbs‑ und Übernahmegesetz – WpÜG) and certain securities laws provisions of the United States of America (the "United States" or "U.S."). The Takeover Offer will not be made in accordance with the legal requirements of any jurisdiction other than the Federal Republic of Germany or the United States (to the extent applicable). Accordingly, no announcements, registrations, approvals or authorizations for the offer have been made, arranged for or granted outside the Federal Republic of Germany or the United States (to the extent applicable). Investors and holders of Klöckner Shares may not claim to be protected by the investor protection laws of any jurisdiction other than the Federal Republic of Germany or the United States (as applicable). Subject to the exceptions described in the offer document and any exemptions to be granted by the relevant regulatory authorities, no Takeover Offer will be made, directly or indirectly, in any jurisdiction where to do so would constitute a violation of applicable national law. This announcement may not be published or otherwise distributed, in whole or in part, in any jurisdiction in which the Takeover Offer would be prohibited by applicable national law.

The Bidder and its affiliates or affiliates of its financial advisor reserve the right to directly or indirectly purchase or arrange to purchase Klöckner Shares or any other securities that are convertible into, exchangeable for or exercisable for such Klöckner Shares outside of the Takeover Offer, provided that such purchases or arrangements to purchase are not made in the United States and comply with the applicable German statutory provisions, in particular the WpÜG. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Information about such purchases or arrangements to purchase, including the number of Klöckner Shares purchased or to be purchased and the consideration paid or agreed, will be published in German and English language without undue delay if and to the extent required under the laws of the Federal Republic of Germany, the United States or any other relevant jurisdiction.

The Takeover Offer announced with this announcement relates to shares in a German company and is subject to the statutory provisions of the Federal Republic of Germany on the implementation of such an offer, which differ from those of the United States and other jurisdictions in certain material respects. The financial information relating to the Bidder and the Company included elsewhere, including in the offer document, will be prepared in accordance with provisions applicable in the Federal Republic of Germany and will not be prepared in accordance with generally accepted accounting principles in the United States; therefore, it may not be comparable to financial information relating to United States companies or companies from other jurisdictions outside the Federal Republic of Germany. The Takeover Offer will not be submitted to the review or registration procedures of any securities regulator outside of Germany and has not been approved or recommended by any securities regulator. Klöckner Shareholders whose place of residence, incorporation or place of habitual abode is in the United States should note that the Takeover Offer will be made in respect of securities of a company which is a foreign private issuer within the meaning of the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act") and the shares of which are not registered under Section 12 of the U.S. Exchange Act and that the Company is not subject to the periodic reporting requirements of the U.S. Exchange Act, and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder. The Takeover Offer will be made in the United States pursuant to Section 14(e) and Regulation 14E under the Exchange Act, subject to the exemption provided under Rule 14d-1(d) under the U.S. Exchange Act, for a Tier II tender offer and will be principally governed by disclosure and other regulations and procedures of the Federal Republic of Germany, including with respect to the Takeover Offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments, which are different from those of the United States. The Takeover Offer will be made to the Company’s shareholders resident in the United States on the same terms and conditions as those made to all other shareholders of the Company to whom an offer is made. Any informational documents, including this announcement, will be disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to the Company’s other shareholders. To the extent that the Takeover Offer is subject to United States securities laws, such laws only apply to Klöckner Shareholders in the United States, and no other person has any claims under such laws.

Any agreement concluded with the Bidder as a result of the acceptance of the planned Takeover Offer will be governed exclusively by the laws of the Federal Republic of Germany and shall be construed accordingly. It may be difficult for shareholders from the United States (or from jurisdictions other than Germany) to enforce their rights and claims arising in connection with the Takeover Offer under the U.S. Securities Act (or other laws known to them) because the Bidder and the Company are located outside the United States (or the jurisdiction in which the shareholder is domiciled) and their respective officers and directors are domiciled outside the United States (or the jurisdiction in which the shareholder is domiciled). It may be impossible to sue a non-U.S. company or its officers and directors in a non-U.S. court for violations of U.S. securities laws. It may also be impossible to compel a non-U.S. company or its subsidiaries to submit to the judgment of a U.S. court.

Forward-looking statements

This release contains statements that, to the extent they are not historical facts, constitute “forward-looking statements”. Insofar as this document contains forward-looking statements, these are not statements of fact and are characterized by the terms "expects", "believes", "is of the opinion", "tries", "estimates", "intends", "plans", "assumes" "may", "will", "should" and "aims" and similar expressions. These statements reflect the intentions, assumptions or current expectations and assumptions of the Bidder and persons acting jointly with the Bidder. Such forward-looking statements are based on current plans, estimates and forecasts made by the Bidder and the persons acting jointly with the Bidder to the best of their knowledge, but do not constitute a guarantee of their future accuracy (this applies in particular to circumstances beyond the control of the Bidder or the persons acting in concert with the Bidder). Forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and are generally beyond the control of the Bidder or persons acting jointly with the Bidder. It should be noted that actual future results or outcomes may differ materially from those expressed or implied by such forward-looking statements. It cannot be ruled out that the Bidder and persons acting jointly with the Bidder will change their intentions and assessments expressed in documents or notifications or in the offer document yet to be published after publication of the documents, notifications or the offer document.

Stuttgart, 15 January 2026

Worthington Steel GmbH