Honda Motor Co., Ltd. Acquisition of Voting Interest in Astemo, Ltd.

SUMMARY OF THE PROPOSED COMBINATION [UNDER REGULATION 13(2) OF THE COMPETITION COMMISSION OF INDIA (COMBINATIONS) REGULATIONS, 2024]

A. Name of the parties to the combination

1. The parties to the combination are: (i) Honda Motor Co., Ltd. (“Acquirer”); and (ii) Astemo, Ltd. (“Target”). The Acquirer and the Target are collectively, “Parties”.

B. Nature and purpose of the combination

Nature of the Combination

2. The proposed transaction relates to the acquisition of 21% voting interest in the Target by the Acquirer from Hitachi, Ltd. (“Seller”) ("Proposed Combination”).

3. The Proposed Combination is notifiable under Section 5(a)(i)(A) of the Competition Act, 2002 (as amended).

Purpose of the Combination

4. From the Acquirer’s perspective, the Proposed Combination will enable the Acquirer to capitalise on the Target’s growth to enhance its software-defined vehicle development capabilities and cost competitiveness.

5. From the Seller’s perspective, the Proposed Combination provides a pathway for the re-balancing of its investment in the Target. The Acquirer will also help the Target pursue the establishment of a business structure that enables high-speed, high-efficiency development of AI and software technologies.

C. Products, services and business(es) of the parties to the combination

6. The Acquirer is a limited liability joint stock corporation incorporated under the Companies Act of Japan as Honda Giken Kogyo Kabushiki Kaisha. It is the flagship company of the “Honda Group”. In India, it is primarily engaged in the (i) manufacture and sale of automobiles, two-wheelers, and power products, (ii) manufacture and sale of automotive components for automobiles and two- wheelers, and (iii) research and development activities.

7. The Target was incorporated in 2009 under the laws of Japan, merged and integrated in 2021 and is now jointly controlled by the Acquirer, Seller and JICC-01 Investment Business Limited Partnership.

8. In India, the Target is primarily engaged in the (i) manufacture and sale of automotive components for automobiles and two-wheelers, (ii) sale of components for power products, and (iii) ancillary research and development activities.

D. The respective markets in which the parties to the combination operate

9. The Proposed Combination does not raise any competition concerns and the relevant market delineations may ultimately be left open.

10. However, for the competitive assessment of the Proposed Combination, the relevant markets may be defined in the following manner: -

Automotive Vertical Relationship

(i) Upstream: Markets for automotive components (namely, front forks for two- wheelers, engine control units (ECU) for two-wheelers, calipers for two- wheelers, throttle bodies for two-wheelers, fuel pumps for two-wheelers, rear cushions for two-wheelers, brake master cylinders for two-wheelers, intake manifolds for two-wheelers, one-way valves for two-wheelers, air suction valves for two-wheelers, intake manifolds for passenger vehicles, calipers for passenger vehicles, dampers for passenger vehicles, variable timing control (VTC) for passenger vehicles, exhaust gas recirculation valves for passenger vehicles, ignition coils for passenger vehicles, and solenoids for passenger vehicles) in India.

(ii) Downstream: Market for automobiles (namely, two-wheelers and passenger vehicles) in India.

Power Products Vertical Relationship

(i) Upstream: Markets for power product components (namely, fuel pumps for power products and throttle bodies for power products) in India.

(ii) Downstream: Market for power products in India.