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TOKYO, Japan, December 16, 2025 – Honda Motor Co., Ltd. (“Honda”) today announced that it will make Astemo, Ltd. (“Astemo”), an affiliate company accounted for by the equity-method, a consolidated subsidiary of Honda, by acquiring an additional 21% of Astemo shares from Hitachi, Ltd. (“Hitachi”).

In January 2021, Astemo (formerly Hitachi Astemo) was formed through the management integration of four companies, namely Hitachi Automotive Systems, Ltd., and three Honda subsidiaries, Keihin Corporation, Showa Corporation and Nissin Kogyo Co., Ltd.

In October 2023, by welcoming JIC Capital, Ltd. (“JICC”, including JICC-01 Limited Partnership managed by JICC-01 G.K., which is a wholly owned subsidiary of JICC) as a new joint partner, the shareholding structure was changed to the current arrangements: 40% for Honda, 40% for Hitachi, and 20% for JICC. By leveraging its strong software development capabilities and accelerating investment in advanced technology areas, Astemo has been striving to achieve sustainable growth and solidify its position as a global mega supplier.

In the interim, the environment surrounding the automotive industry is constantly changing. In particular, it is expected that the industry will continue to see an accelerated shift toward software-defined vehicles (SDVs) — where the value of mobility products is defined more by software technologies that enhance the functionality of vehicles through autonomous driving and over-the-air updates, rather than primarily hardware technologies. In light of this trend, Honda will continue to enhance its SDV development capabilities and cost competitiveness with an even greater sense of urgency.

Astemo has strengths in both hardware and software technologies and will continue to be an important partner for Honda, and the growth of Astemo is indispensable for Honda to enhance its SDV development capabilities and cost competitiveness. In the face of the rapid and intense changes in the automotive business environment, as a parent company, it is essential for Honda to lead the transformation of Astemo so that Astemo can pursue the establishment of a business structure that enables high-speed, high-efficiency development of AI and software technologies, which will become increasingly necessary in the era of SDVs.

Based on this belief, Honda, Hitachi and JICC have agreed that Honda will acquire additional shares of Astemo, equivalent to 21% of all outstanding shares, from Hitachi, thereby changing the shareholding structure to 61% for Honda, 19% for Hitachi, and 20% for JICC.

This share acquisition is scheduled to be executed during the first quarter of the fiscal year beginning April 1, 2026, following the necessary clearances and approvals required under relevant competition laws and other applicable laws and regulations.

As a parent company, Honda will lead the growth of Astemo as a global supplier, while maintaining the consideration of an IPO.