Hino Motors confirms share exchange for business integration

Hino Motors, Ltd. announced the execution of a share exchange agreement today for its business integration with Mitsubishi Fuso Truck and Bus Corporation (MFTBC), involving Toyota Motor Corporation and Daimler Truck AG. The integration, effective April 1, 2026 (scheduled), will result in a new holding company, ARCHION Corporation, as the wholly-owning parent, and Hino as a wholly-owned subsidiary. The board of directors passed a resolution for this share exchange, which follows a prior Business Integration Agreement dated June 10, 2025.

To facilitate the integration, Hino Motors will hold an extraordinary general meeting of shareholders on November 28, 2025, at 10:00 a.m. to approve a partial amendment to its Articles of Incorporation. The proposed changes will allow for the issuance of new Class A shares, adding them as a new class of shares and establishing related provisions. The total authorized shares will remain 1.4 bn (1,400,000,000), comprising 1.1 bn (1,100,000,000) common shares and 0.3 bn (300,000,000) Class A shares.

The amendments also detail the rights of Class A shareholders regarding dividends, residual asset distribution, and a put option for common shares. The share exchange and amendments are subject to shareholder approval and the effectuation of a third-party allotment.