Klöckner & Co SE: Worthington Steel announces intention to enter into a domination and profit and loss transfer agreement with Klöckner & Co SE

Worthington Steel GmbH, an indirect subsidiary of Worthington Steel, Inc., has informed the Management Board of Klöckner & Co SE ("Klöckner & Co" or the "Company") today that it intends to enter into a domination and profit and loss transfer agreement between Worthington Steel GmbH as the controlling company and Klöckner & Co as the controlled company. The guaranteed dividend and compensation payments for the minority shareholders of Klöckner & Co would be determined in accordance with the statutory requirements and on the basis of a company valuation. In order to become effective, the domination and profit and loss transfer agreement requires the approval of the general meeting of Klöckner & Co.

On February 5, 2026, Worthington Steel GmbH published a voluntary public takeover offer to the shareholders of Klöckner & Co for the acquisition of all registered no-par value shares held by them against a cash payment of EUR 11.00 per share. Worthington Steel GmbH has further informed the Management Board of Klöckner & Co that, by March 26, 2026, 6:00 p.m., Klöckner & Co shares in total corresponding to 49.44% of the Company's issued share capital had been tendered into the offer. Together with additional Klöckner & Co shares and instruments already held by Worthington Steel GmbH, Worthington Steel GmbH therefore expects to achieve the minimum acceptance threshold of the offer at an anticipated 58.78% and, following completion of the offer, which remains subject to closing conditions, to hold a corresponding number of Klöckner & Co shares. Worthington Steel GmbH expects, following completion of the offer, to have the majority required for passing the resolution approving the domination and profit and loss transfer agreement.

Contact:

Press
Christian Pokropp – Press Spokesperson
Head of Corporate Communications ? Head of Group HR
+49 211 88245-360
christian.pokropp@kloeckner.com

Investors
Fabian Joseph
Head of Investor Relations
+49 211 88245-488
fabian.joseph@kloeckner.com