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

NON-BINDING ENGLISH TRANSLATION

Worthington Steel GmbH

Stuttgart

Announcement pursuant to Section 14 para. 3 sentence 1 no. 2 of the German Securities Acquisitions and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG)

THE INFORMATION CONTAINED IN THIS DOCUMENT IS NOT FOR PUBLICATION, DISTRIBUTION OR DISSEMINATION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY COUNTRY WHERE SUCH PUBLICATION, DISTRIBUTION OR DISSEMINATION WOULD CONSTITUTE A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

As of today, the offer document (“Offer Document”) regarding the voluntary public takeover offer (cash offer) (“Takeover Offer”) of Worthington Steel GmbH, Stuttgart, Germany, (“Bidder”) to the shareholders of Klöckner & Co SE, Düsseldorf, Germany, (“Company”) for the acquisition of all no-par value registered shares (“Klöckner Shares”) held by them in Klöckner & Co SE (ISIN DE000KC01000) (“Klöckner Shareholders”) as well as a non-binding English convenience translation of the Offer Document are available on the internet at http://strong-for-good.com/.

As of today, copies of the Offer Document are being held available in Germany free of charge at BNP Paribas S.A. Niederlassung Deutschland, Senckenberganlage 19, 60325 Frankfurt am Main, Germany (orders by email to Frankfurt.gct.operations@bnpparibas.com, stating a postal address for postal dispatch).

Stuttgart, 5 February 2026

Worthington Steel GmbH

_____________________

Important information:

This announcement constitutes neither an offer to purchase nor a solicitation of an offer to sell Klöckner Shares. The terms and conditions relating to the Takeover Offer are set out in the Offer Document authorized for publication by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – “BaFin”). Investors and Klöckner Shareholders are strongly advised to read the Offer Document and all other documents relating to the Takeover Offer as they contain important information.

The Takeover Offer is 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 is not 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 Takeover 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 is 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, are prepared in accordance with provisions applicable in the Federal Republic of Germany and are not 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 has not been 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 is 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 is 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 is 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 is made to the Klöckner shareholders resident in the United States on the same terms and conditions as those made to all other Klöckner Shareholders to whom an offer is made. Any informational documents, including this announcement, will be disseminated to U.S. Klöckner Shareholders on a basis comparable to the method that such documents are provided to the other Klöckner 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 Takeover Offer is governed exclusively by the laws of the Federal Republic of Germany and construed accordingly. It may be difficult for Klöckner 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 Klöckner Shareholder is domiciled) and their respective officers and directors are domiciled outside the United States (or the jurisdiction in which the Klöckner 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 published hereby after publication of the documents, notifications or the Offer Document.

____________________

This publication is available

on the internet at: http://strong-for-good.com/

on the internet on: 5 February 2026

Stuttgart, 5 February 2026

Worthington Steel GmbH

2271380  05.02.2026 CET/CEST