Astemo to absorb Astemo Ueda through merger to strengthen brake technology competitiveness

Tokyo, August 6, 2026 - Astemo, Ltd. (hereafter “Astemo”) today announced that its Board of Directors has resolved to absorb and merge Astemo Ueda, Ltd. (hereafter “Astemo Ueda”), a wholly owned subsidiary of Astemo. Through this absorption-type merger (hereafter “the Merger”), Astemo as the surviving company will succeed to all businesses, rights and obligations of Astemo Ueda. The effective date of the Merger is scheduled for January 1, 2027.

Astemo is advancing innovation in vehicle integrated control technologies and technologies that support the SDV* age. Astemo Ueda possesses advanced development and manufacturing technologies for passenger vehicle brake systems and has been working closely with Astemo to enhance collaboration between the two companies. As part of these efforts, Astemo Ueda transferred its design functions to Astemo in 2024 to strengthen its development structure.

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Software Defined Vehicle

By integrating the organizations, Astemo will establish a unified business structure encompassing both development and manufacturing activities. The Merger is expected to further strengthen the competitiveness of Astemo’s brake business and accelerate the execution of its global business strategy.

Following the Merger, the brake system business currently operated by Astemo Ueda will continue as part of Astemo’s organization. Astemo will also further strengthen collaboration among Astemo Ueda and Astemo’s development and production sites in Japan, enabling more integrated utilization of talent, technologies and manufacturing infrastructure. Through these efforts, Astemo aims to enhance operational efficiency and reinforce its development and manufacturing capabilities.

The integration will also accelerate the development of advanced brake technologies capable of supporting the highly sophisticated vehicle integrated control functions required in the SDV age.

Through the Merger, Astemo will further enhance its technological development capabilities in the brake business, strengthen collaboration between its development and manufacturing functions, and improve the efficiency of group management. Astemo remains committed to achieving sustainable growth and enhancing corporate value through continued technological innovation and operational excellence.

Schedule of the Merger

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Resolution by the Board of Directors	August 6, 2026
Execution of Merger Agreement	September 1, 2026 (planned)
Effective date of the Merger	January 1, 2027 (planned)

The Merger qualifies as a simplified absorption-type merger under article 796, paragraph 2 of the companies act for Astemo and as a short-form merger under article 784, paragraph 1 of the companies act for Astemo Ueda. Accordingly, the Merger will be implemented without obtaining approval at a shareholders' meeting of either company.

Overview of the companies involved in the Merger

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	Surviving company	Dissolving company
(1) Company name	Astemo, Ltd.	Astemo Ueda, Ltd.
(2) Headquarters	2-1 Otemachi 2-chome, Chiyoda-ku, Tokyo, Japan	840 Kokubu, Ueda-shi, Nagano, Japan
(3) Representative	Katsushi Inoue, Representative Director, President & CEO	Shunichi Seki, Representative Director and President
(4) Business activities	Development, manufacture, sales and services of automotive components, transportation related components, industrial machines and systems, etc	Manufacture and sales of brake control systems and brake apply systems for passenger vehicles
(5) Capital	129,126 million yen	JPY 300 million yen
(6) Date of establishment	July 1, 2009	April 1, 2016
(7) Fiscal Year-End	March 31	March 31
(8) Major shareholders and shareholding ratio (as of August 6, 2026)	Hitachi Ltd. (40.0%) Honda Motor Co., Ltd. (40.0%) JIC Capital, Ltd. (20.0%)	Astemo, Ltd. (100.0%)

About Astemo

Astemo, headquartered in Tokyo, Japan, is a joint venture between Hitachi, Ltd., Honda Motor Co., and JIC Capital, Ltd. With 80,000 employees worldwide and operations in the Americas, Asia, China, Europe and Japan, the company is a global mega-supplier in the automotive industry. The Electrification Business Division, Vehicle Business Division, and Motorcycle Business Division are engaged in the development, manufacture, sales, and service of automotive parts as well as transportation and industrial machinery and systems. Astemo is committed to creating a sustainable society and delivering enhanced corporate value.
For more information, visit: www.astemo.com

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