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Notice Regarding Result of the Tender Offer for Shares of Keihin Corporation by Honda Motor Co., Ltd

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Notice Regarding Result of the Tender Offer for Shares of Keihin Corporation by Honda Motor Co., Ltd Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect, or any other forms of damages arising from the translation. October 16, 2020 To Whom It May Concern: Listed Company’s Name: Keihin Corporation Representative: Keiichi Aida President and CEO (Code: 7251, TSE 1st Section) Contact: Mitsutoshi Sato, General Manager, Accounting Department (Telephone: 03-3345-3411) Notice regarding Result of the Tender Offer for Shares of Keihin Corporation by Honda Motor Co., Ltd. and Changes in Parent Company and Other Affiliate Keihin Corporation (the “Company”) hereby announces that the tender offer (the “Tender Offer”) for common stock of the Company (the “Shares”) conducted by Honda Motor Co., Ltd. (the “Tender Offeror”) from September 2, 2020 concluded on October 15, 2020, and the result of the Tender Offer is as follows. The Company also announces below that changes in parent company and other affiliate are expected to occur on October 22, 2020 (the commencement date of settlement of the Tender Offer) as a result of the Tender Offer. 1. Result of the Tender Offer The Company was reported from the Tender Offeror the result of the Tender Offer as described in the attachment “Notice regarding Result of the Tender Offer for Shares of Keihin Corporation (Securities Code: 7251)”. Since the total number of the Shares tendered for the Tender Offer exceeds the minimum number of shares to be purchased, the Tender Offer is successful. 2. Changes in Parent Company and Other Affiliate (1) Scheduled Date of the Changes October 22, 2020 (the commencement date of settlement of the Tender Offer) (2) Background of the Changes The Company was reported from the Tender Offer today regarding the result of the Tender Offer that 38,617,812 Shares had been tendered and that since the total number of the tendered Shares had exceeded the minimum number of shares to be purchased (18,723,485 shares), the Tender Offer is successful, and the Tender Offeror will purchase all of the tendered Shares. As a result, when the settlement of the Tender Offer is concluded, the ownership ratio of voting rights held by the Tender Offeror to voting rights held by all the shareholders of the Company will exceed 50% as of October 22, 2020 (the commencement date of settlement of the Tender Offer). Accordingly, the Tender Offeror, which is now other affiliate of the Company, will newly become parent company of the Company. 1 Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect, or any other forms of damages arising from the translation. (3) Outline of the Changing Shareholder (i) Name Honda Motor Co., Ltd. (ii) Location 2-1-1, Minami-Aoyama, Minato-ku, Tokyo (iii) Name and position of representative Takahiro Hachigo, President and Representative Director (iv) Business activities Motorcycle business, automobile business, financial business, life creation business, and other business (v) Capital 86,067 million Japanese yen (As of June 30, 2020) (vi) Date of establishment September 24, 1948 (vii) Cons olidated net assets 8,136,908 million yen (as of June 30, 2020) (viii) Consolidated total assets 20,111,734 million yen (as of June 30, 2020) (ix) Major shareholders and percentages of The Master Trust Bank of Japan, Ltd. (Trust Account) 7.75％ shares held Japan trustee Services Bank, Ltd. (Trust Account) 6.61％ (As of March 31,2020)(Note) SSBTC CLIENT OMNIBUS ACCOUNT (Standing proxy: The Hong Kong and Shanghai 3.36％ Banking Corporation Limited) Moxley & Co. LLC 3.12％ (Standing proxy: MUFG Bank, Ltd.) Meiji Yasuda Life Insurance Company 2.96％ (Standing proxy: Trust & Custody Services Bank, Ltd.) Japan Trustee Services Bank, Ltd. (Trust Account 9) 2.70％ Tokio Marine & Nichido Fire Insurance Co., Ltd. 2.05％ Japan Trustee Services Bank, Ltd. (Trust Account 5) 1.86％ JP Morgan Chase Bank 385151 1.75％ (Standing proxy: Mizuho Bank, Ltd.) Nippon Life Insurance Company (Standing proxy: The Master Trust Bank of Japan 1.66％ Trustee Services Bank, Ltd.) (x) Relationships between the Company and the Tender Offeror Capital relationships As of today, the Tender Offeror owns 30,581,115 shares (ownership ratio 41.33%) of the Shares Personnel relationships 9 employees of the Tender Offeror have been on loan to the Company. Trading relationships The Company sells automobile-parts to the Tender Offeror. Related party information The Company is a Tender Offeror equity-method affiliate, and the Tender Offeror is a related party of the Company. Note: The Securities Report for the 96th Fiscal Year submitted on June 19, 2020 by the Tender Offeror was referred. (4) Number and Ownership Ratio of Voting Rights Held by the Changing Shareholder Before and After the Change 2 Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect, or any other forms of damages arising from the translation. Number of Voting Rights Attributes (Ownership Ratio of Voting Rights) (Note) Directly held Indirectly held Total Before 305,811 voting rights 305,811 voting rights Other Affiliate - the Change (41.35%) (41.35%) After 691,989 voting rights 691,989 voting rights Parent Company - the Change (93.57%) (93.57%) Note: “Ownership Ratio of Voting Rights” is the ratio against the number of voting rights (739,568 voting rights) for 73,956,829 shares, which is the number of shares obtained by deduction of the treasury shares held by the Company as of the June 30, 2020 (28,417 shares) stated in the Company’s 1st Financial Summary IFRS (Consolidated) for Year Ending March 2021 announced by the Company on August 6, 2020 out of the total number of issued shares of the Company as of the same date (73,985,246 shares) stated in the Company’s 1st Quarterly Report for the 80th Fiscal Year submitted by the Company on August 6, 2020 (any fraction is rounded off to two decimal places). (5) Change in Unlisted Parent Company to be Disclosed Not applicable (6) Future Outlook As stated in “(2) Background of the Changes” above, the Tender Offeror could not acquire all the Shares (excluding the treasury shares held by the Company) through the Tender Offer. According to the Tender Offeror, the Tender Offeror intends to make it a sole shareholder of the Company through a series of procedures stated in “(5) Policies regarding reorganization, among others, after the Tender Offer (matters regarding the so-called two-stage purchase)” of “3. Position regarding the Tender Offer, and Basis and Reasons thereof” of the Company’s press release “Notice of Position Statement regarding the Scheduled Commencement of the Tender Offer by Honda Motor Co., Ltd., an Affiliate, for the Management Integration of Hitachi Automotive Systems, Ltd., Keihin Corporation, Showa Corporation (Securities Code: 7274), and Nissin Kogyo Co., Ltd. (Securities Code: 7230)” dated September 1, 2020. When the series of the procedures are completed, it is expected that the Shares will be delisted through prescribed procedures in accordance with the stock delisting criteria established by the Tokyo Stock Exchange, Inc. (“Tokyo Stock Exchange”). After delisting, the Shares can no longer be treated on the First Section of Tokyo Stock Exchange. For specific procedures and date of execution, the Company will confer with the Tender Offeror and make an announce as soon as they are determined. - End – (Attachment) Notice regarding Result of the Tender Offer for Shares of Keihin Corporation (Securities Code: 7251) announced by the Tender Offeror as of October 16, 2020 3 [Translation] October 16, 2020 To: Shareholders of Honda Motor Co., Ltd. From: Honda Motor Co., Ltd. 1-1, Minami-Aoyama 2-chome, Minato-ku, Tokyo, 107-8556 Takahiro Hachigo President and Representative Director Notice regarding Result of the Tender Offer for Shares of Keihin Corporation (Securities Code: 7251) On September 1, 2020, Honda Motor Co., Ltd. (“Honda” or the “Tender Offeror”) decided to conduct a tender offer (the “Tender Offer) based on the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended; the “Act”) for all of the common shares of Keihin Corporation (First Section of the Tokyo Stock Exchange, Inc. (“TSE”) (the “TSE 1st Section”), securities code: 7251, the “Target Company”) (the “Target Company Shares”) (excluding, however, the Target Company Shares owned by Honda and treasury shares owned by the Target Company), to conduct a management integration by implementing an absorption-type merger in which Hitachi Automotive Systems, a wholly-owned subsidiary of Hitachi Ltd. (TSE 1st Section, securities code: 6501, “Hitachi”), will be the surviving company, and the Target Company, Showa Corporation (TSE 1st Section, securities code: 7274, “Showa”), and Nissin Kogyo Co., Ltd. (TSE 1st Section, securities code: 7230, “Nissin”; collectively with the Target Company and Showa, the “Three Target Companies”) will be the disappearing companies after making the Three Target Companies wholly-owned subsidiaries of the Tender Offeror, and have commenced the Tender Offer from September 2, 2020. The Tender Offer was completed on October 15, 2020, and the results thereof are announced as follows. Furthermore, as a result of the Tender Offer, the Target Company is planned to become a subsidiary of Honda as of October 22, 2020 (commencement date of the settlement for the Tender Offer).
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