Honda Announces Major Secondary Offering to Enhance Corporate Governance and Shareholder Base

Honda Motor Co., Ltd. (the “Company”) has unveiled the details of a significant secondary offering of its common stock, as approved at the Executive Council meeting. This strategic move aims to enhance corporate governance and diversify the Company’s shareholder base, thereby strengthening management discipline and corporate value.

In response to the growing trend of unwinding cross-shareholdings and relation-oriented shareholdings in the Japanese market, Honda has engaged in extensive dialogues with certain shareholders. As a result, the Company has decided to implement a secondary offering to accelerate the liquidation of shares held in cross-shareholdings and relation-oriented shareholdings, and to attract quality investors for medium- to long-term support.

Particulars of the Secondary Offering:

1. Secondary Offering of Shares by Purchase and Subscription by Underwriters:
   • Class and Number of Shares: 259,879,700 shares of common stock.
   • Selling Shareholders and Number of Shares:
     • Tokio Marine & Nichido Fire Insurance Co., Ltd.: 85,108,200 shares
     • Sompo Japan Insurance Inc.: 42,978,600 shares
     • Mitsui Sumitomo Insurance Company, Limited: 38,609,100 shares
     • Mitsubishi UFJ Trust and Banking Corporation: 26,701,200 shares
     • Custody Bank of Japan, Ltd. (for Sompo Japan Insurance Inc. Retirement Benefit Trust Account re-entrusted by Mizuho Trust & Banking Co., Ltd.): 26,700,000 shares
     • MUFG Bank, Ltd.: 20,361,600 shares
     • Saitama Resona Bank, Limited: 9,366,600 shares
     • Mizuho Bank, Ltd.: 6,154,400 shares
     • Nomura Trust and Banking Co., Ltd. (Retirement Benefit Trust for Mitsubishi UFJ Trust and Banking Corporation): 2,400,000 shares
     • Aioi Nissay Dowa Insurance Company, Limited: 1,500,000 shares
   • Selling Price: Undetermined. The price will be based on the closing price on the Tokyo Stock Exchange between July 17 and July 22, 2024, adjusted by a factor between 0.90 and 1.00.
   • Method: Shares will be offered by the underwriters led by joint lead managers. Part of the shares may be offered to overseas investors in Europe and Asia, excluding the United States and Canada.
   • Share Delivery Date: After the fifth business day following the Pricing Date.
   • Approval: Pricing and other necessary matters will be approved by Toshihiro Mibe, Director, President, and Representative Executive Officer.
2. Secondary Offering by Way of Over-allotment:
   • Class and Number of Shares: Up to 38,981,900 shares of common stock.
   • Seller: The Designated Lead Manager.
   • Selling Price: Undetermined, to be the same as the secondary offering price by underwriters.
   • Method: Shares will be borrowed from shareholders and offered by the Designated Lead Manager, based on market demand.
   • Share Delivery Date: Same as the share delivery date for the offering by underwriters.
   • Approval: Pricing and other necessary matters will be approved by Toshihiro Mibe.

This secondary offering represents a crucial step for Honda in bolstering its corporate governance framework and engaging with a broader, more diverse investor base. The Company remains committed to enhancing its corporate value and establishing a strong business foundation through collaboration with quality investors.