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TOKYO - Kawasaki Steel Corporation and NKK Corporation today unveiled
basic details about the JFE Group. The two companies reached a final agreement
in December 2001 to create the JFE Group.
1. Head Offices
| JFE Holdings, Inc.: |
1-1-2 Marunouchi, Chiyoda-ku, Tokyo
(current NKK head office) |
| JFE Steel Corporation: |
2-2-3 Uchisaiwaicho, Chiyoda-ku, Tokyo
(current Kawasaki Steel Tokyo head office) |
| JFE Engineering Corporation: |
1-1-2 Marunouchi, Chiyoda-ku, Tokyo
(current NKK head office) |
The locations of JFE Urban Development Corporation and JFE R&D
Corporation will be determined separately.
2. Succeeding Companies
JFE Steel Corporation will succeed Kawasaki Steel.
JFE Engineering Corporation will succeed NKK.
3. Management Structure of JFE Holdings, Inc.
1) Board of Directors
Chairman, Co-CEO and Representative Director:
Kanji Emoto (currently: Chairman, Kawasaki Steel)
President, Co-CEO and Representative Director:
Yoichi Shimogaichi (currently: Chairman, NKK)
Executive Vice President and Representative Director:
Cho Otani (currently: Executive Vice President, NKK)
Executive Vice President and Representative Director:
Tetsuo Miyazaki (currently: Executive Vice President, Kawasaki Steel)
Director (absentee): Fumio Sudo (currently: President, Kawasaki Steel)*1
Director (absentee): Shigeharu Dote (currently: Executive Vice President, NKK)*2
*1 To be appointed to president of JFE Steel Corporation.
*2 To be appointed to president of JFE Engineering Corporation.
2) Corporate Officers
Senior Vice President, General Affairs and Personnel:
Yoshiyuki Nabasama (currently: Director, Kawasaki Steel)
Senior Vice President, Accounting:
Toshikuni Yamazaki (currently: Senior Vice President, NKK)
Senior Vice President, Corporate Planning
Osamu Saito (currently: Senior Vice President, NKK)
Vice President, Environmental Solutions Business
Mikito Wakamatsu (currently: Vice President, NKK)
Vice President, Finance
Eiji Hayashida (currently: General Manager, Kawasaki Steel)
Corporate auditors will be determined separately.
4. Preparation for Establishment of New Companies
Aiming to establish JFE Holdings in October this year and smoothly reorganize
entire businesses into five operating companies in April 2003, preparatory operations,
which are currently led by the Consolidation Preparation Committee, will be reorganized
into the Consolidation Committee and the Foundation Preparation Committee.
1) Roles of Committees
The Consolidation Committee will discuss and approve matters related to the
JFE Group as a whole. The Foundation Preparation Committee will discuss and approve
matters related to respective companies.
2) Chairmen and Committee Members
Consolidation Committee
| |
Kawasaki Steel |
NKK |
| Chairmen |
Chairman | Kanji Emoto |
Chairman | Yoichi Shimogaichi |
| Vice Chairmen |
President | Fumio Sudo |
President | Masayuki Hammyo |
| Members |
Exec. V.P. | Osamu Sato |
Exec. V.P. | Cho Otani |
| |
Exec. V.P. | Hirotoshi Fujimori |
Exec. V.P. | Shigeharu Dote |
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Exec. V.P. | Tetsuo Miyazaki |
Exec. V.P. | Hiroyuki Ito |
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Exec. V.P. | Yuichi Moriyama |
Exec. V.P. | Sumiyuki Kishimoto |
Chairmen of Foundation Preparation Committee
| |
Kawasaki Steel |
NKK |
| JFE Holdings |
Chairman | Kanji Emoto |
Chairman | Yoichi Shimogaichi |
| JFE Steel |
President | Fumio Sudo |
President | Masayuki Hammyo |
| JFE Engineering |
Exec. V.P. | Hirotoshi Fujimori |
Exec. V.P. | Shigeharu Dote |
| JFE Urban Development |
Director | Yoichi Kamon |
V.P. | Noriaki Shigemi |
| JFE R&D |
V.P. | Tetsuya Fujii |
Senior V.P. | Toyofumi Kitada |
| Chemical company |
V.P. | Koichiro Tsukano |
Akio Kuribayashi |
| (name TBA) |
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(ADCHEMCO Corp. President) |
Notice to U.S. Investors
The business combination referred to in this release (the "Transaction")
involves securities of foreign companies. The Transaction is subject to disclosure
requirements of a foreign country that are different from those of the United
States. Financial information included in this release has been prepared in accordance
with foreign accounting standards that may not be comparable to similar financial
information of U.S. companies. It may be difficult for you to enforce your rights
and any claim you may have arising under the federal securities laws, since Kawasaki
Steel and NKK are located in a foreign country, and some or all of their officers
and directors may be residents of a foreign country. You may not be able to sue
a foreign company or its officers or directors in a foreign court for violations
of U.S. securities laws. It may be difficult to compel a foreign company and its
affiliates to subject themselves to an U.S. court's judgement.
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