Note: This document has been translated from 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.
June 13, 2025
Company name: AICHI CORPORATION
Representative: Shunichi Nakazawa, President and Director
(Securities code: 6345 on the Prime Market of the Tokyo Stock Exchange and the Premier Market of the Nagoya Stock Exchange) Contact: Akihiko Noda, General Manager, Accounting
Department
(Tel: +81-48-781-1111)
Matters Concerning Controlling Shareholder, etc.AICHI CORPORATION (the Company) hereby announces that, with regard to Toyota Industries Corporation, which is the parent company of the Company, the matters concerning controlling shareholder, etc. are as described below.
Trade names, etc. of parent company, controlling shareholder (excluding the parent company), other associated companies or parent companies of other associated companies
As of March 31, 2025
Name
Attribute
Ratio of voting rights held (%)
Financial instruments exchange, etc. on which the issued shares, etc. are listed
Voting rights directly held
Voting rights
subject to aggregation
Total
Toyota Industries Corporation
Parent company
54.5
-
54.5
Prime Market of Tokyo Stock Exchange, Inc.
Premier Market of Nagoya Stock Exchange, Inc.
*Toyota Industries Corporation transferred 9,092,100 shares of the Company's common shares to the Company at the Company's tender offer of its common shares conducted from March 21, 2025 to April 17, 2025, and ceased to be the Company's parent company as of May 14, 2025, the commencement date of settlement for the tender offer.
Following that, Toyota Industries Corporation transferred 17,608,900 shares of the Company's common shares to ITOCHU Corporation on May 15, 2025.
As a result, the number of the Company's shares held by Toyota Industries Corporation and ITOCHU Corporation is 13,820,000 shares (voting rights ratio of 21.41%) and 17,608,900 shares (voting rights ratio of 27.28%), respectively. This established both companies as associated companies of the Company.
Position of the listed company in a corporate group including the parent company, etc. and other relationships of the listed company with the parent company, etc.
Toyota Industries Corporation is the Company's parent company and owns 54.5% of voting rights. One executive officer of Toyota Industries Corporation is serving as a Director (Audit and supervisory Committee Member) of the Company.
The Company executes business operations independently based on its own decision-making, rather than following instructions from the parent company.
Transactions with the corporate group of the parent company are thoroughly reviewed to assess the necessity and rationality and the appropriateness of terms of such transactions before making decisions.
The Company has also established a Special Committee composed of independent outside directors to determine the appropriateness of material transactions with the corporate group of the parent company by comparing the terms of such transactions with those of third parties to protect the Company's interests.
The business area of the corporate group of the parent company consists of manufacturing and sales of textile machinery, industrial vehicles, and automobiles and automobile parts. Aerial work platforms, etc., the Company's principal business, is positioned as a part of the industrial vehicles business; however, this does not currently cause any circumstances in which the Company is possibly a competitor to the parent company due to the differences in product category, sales channels, and other factors, and at this time, we do not foresee any future possibilities for such competition.
(Concurrent position of officer) (As of March 31, 2025)
Position
Name
Position in the parent company or its group companies
Reasons for appointment
Director (Audit and Supervisory
Committee Member)
Taeko Kojima
Executive Officer, Toyota Industries Corporation,
parent company
Appointed by the Company to enhance the management structure
Note: Of seven Directors of the Company (including five Audit and Supervisory Committee Members), Ms. Kojima is the only person who has a concurrent position in the parent company.
Matters related to transactions with controlling shareholder, etc. There are no material matters to be disclosed.
Progress of implementation of measures to protect minority shareholders in conducting transactions with controlling shareholder
For business transactions with a controlling shareholder, the Company reviews and compares the appropriateness of the terms of such transaction with those of third parties from the perspective of protecting minority shareholders to make economically rational decisions.
The Company has also established a Special Committee composed of independent outside directors to determine the appropriateness of material transactions with the corporate group of the parent company by comparing the terms of such transactions with those of third parties to protect the Company's interests.
The Special Committee consists of two or more independent members, of which one or more shall be an independent outside director. Currently, the Committee has four independent outside directors.
The Special Committee meets once a year or more. In fiscal year 2024, the Committee met three times and discussed the material transaction results and the plan with the parent company. As a result, the Committee confirmed that there was no inappropriate favorable or unfavorable treatment, and no potential risks of harm to the interests of the minority shareholders, and reported the results to the Board of Directors.