Hitachi Construction Machinery : Notice Concerning Controlling Shareholders, etc. (other associated company) (188 KB)

June 24, 2025

Hitachi Construction Machinery Co., Ltd. (hereinafter referred to as "the Company") hereby announces the following matters concerning the controlling shareholders, etc. (other associated company) (hereinafter referred to as "the Associated Companies").

1. Trade names, etc. of the parent company, controlling shareholders (excluding parent company), other associated company, or parent companies of other associated company

   (As of March 31, 2025)

   Name	Attribute	Voting right percentage (%)			Financial instruments exchange, etc. where issued shares are listed
   		Direct ownership	Combined relevant shares	Total
   HCJI Holdings Ltd.	other associated company	26.0	-	26.0
   Citrus Investment G.K.	other associated company	2.6	26.0	28.6
   ITOCHU Corporation	other associated company	-	28.6	28.6	Prime Market of the Tokyo Stock Exchange
   Hitachi, Ltd.	other associated company	25.4	-	25.4	Prime Market of the Tokyo Stock Exchange Premier Market of the Nagoya Stock Exchange

2. Name of the Associated Companies that are considered to have the biggest influence over the Company and the underlying reasons for that influence.

   Name: Hitachi, Ltd.

   Reasons: The Company is licensed to use the brand of Hitachi, Ltd. and collaborates with Hitachi, Ltd. in areas such as research and development.

3. Positioning of the Company within the corporate group of the Associated Companies, and other relationships between the Company and the Associated Companies.

   1. Positioning of the Company within the corporate group of the Associated Companies, and business, personnel, and/or capital relationships between the company and the Associated Companies or their group companies.

      1. HCJI Holdings Ltd. and Hitachi, Ltd. are major shareholders of the Company, and the Company is the equity method affiliate of the corporate groups controlled by each of the two companies. Moreover, Citrus Investment G.K. and ITOCHU Corporation, the parent company of Citrus Investment G.K., invest in HCJI Holdings Ltd.

      2. The Company is licensed to use the Hitachi brand and collaborates with Hitachi, Ltd. in areas such as research and development. Also, the Company has business relationships, such as product sales, with other Hitachi group companies.

      3. The Company and HCJI Holdings Ltd. have entered into a capital alliance agreement.

      4. The Company collaborates effectively with ITOCHU Corporation group in areas such as sales of the Company's products and logistics network.

      5. Status of concurrently serving directors are as follows:

         (Concurrent directorships) (As of June 24, 2025)

         Title	Name	Title at parent company or its group company	Reason of appointment
         Outside Director	Hidemi Moue	Representative Director and President, HCJI Holdings Ltd.	The Company has determined that he will be able to further strengthen the Company's management structures by providing advice on the Company's overall management by utilizing his extensive experience as a top executive of fund management firms, knowledge on finance and M&A fields, and deep insight.
         Outside Director	Takeshi Fujisawa	Senior Officer and COO, Social Infrastructure Systems Business Unit, Hitachi, Ltd.	The Company has determined that he will be able to further strengthen the Company's management structures by providing advice on the Company's overall management by utilizing his experience in the field of information and communications systems in the Hitachi Group and his extensive experience and deep insight as a top executive.

   2. Business restraints, risks, and advantages from belonging to the corporate group of the Associated Companies, and the impact of the business, personnel, and/or capital relationships with the Associated Companies and their group companies on management and business activities

      Through the Company collaborating with ITOCHU Corporation in distribution network and other areas, the Company will further solidify its business development in North American market.

      The Company can effectively use the research and development capacities, branding power, and other management resources of Hitachi, Ltd. and the Hitachi group companies, as well as further contribute to improving the Company's and the Hitachi Construction Machinery group's corporate values.

   3. Concept and measures for ensuring a certain level of independence from the Associated Companies.

      One of the ten directors of the Company is concurrently taking the post of Representative Director and President at HCJI Holdings Ltd. and another one is concurrently taking the post of COO of Social Infrastructure Systems Business Unit of Hitachi, Ltd. as of June 24, 2025, which creates a situation where they may have influences on the Company's management policy decisions through expressing their opinions at board meetings. However, these two directors do not constitute the majority of our board members, and we appoint five outside directors who are registered with the Tokyo Stock Exchange as independent directors, so we believe that the Company can make independent management decisions.

   4. Situation of ensuring a certain level of independence from the Associated Companies

   The Company conducts business activities individually on the basis of ensuring independence in terms of business transactions in the relationship with ITOCHU Corporation and Hitachi, Ltd. Additionally, as the Company's business activities do not significantly rely on business transactions with ITOCHU Corporation and Hitachi, Ltd., the Company recognizes that its independence from the Associated Companies is ensured to a certain level.

4. Particulars related to transactions with controlling shareholders, etc.

The state of business transactions with ITOCHU Corporation and Hitachi, Ltd. during the fiscal year ended in March 2025 (from April 1, 2024 to March 31, 2025) are as follows:

Note: Transaction conditions or policy for determining transaction conditions

Conditions of the transaction, such as price, are rationally determined based on generally accepted fair market price.