Honda Motor : Notice Concerning Partial Amendment to the Articles of Incorporation

[Translation]

May 21, 2021

To:	Shareholders of Honda Motor Co., Ltd.
From:	Honda Motor Co., Ltd.
	1-1,Minami-Aoyama2-chome,
	Minato-ku, Tokyo, 107-8556
	Toshihiro Mibe
	President and Representative Director

Notice Concerning Partial Amendment to the Articles of Incorporation

Honda Motor Co., Ltd. (the "Company") hereby announces that its Board of Directors today resolved to propose partial amendments to the articles of incorporation of the Company (the "Articles of Incorporation") at its 97th Ordinary General Meeting of Shareholders scheduled to be held on June 23, 2021, as described below.

Particulars

1. Reason for Amendments

(1) Transition to a company with three committees

The Company has been striving to enhance corporate governance as one of the most important tasks for its management, based on the Company's Fundamental Beliefs, in order to strengthen the trust of our shareholders/investors, customers and society and to seek sustainable growth and the enhancement of corporate value over the mid- to long-term, thereby becoming "a company that society wants to exist."

In order to further strengthen the supervisory functions of management by realizing a clear separation between supervisory functions and executive functions, the Company has decided to transition to a company with three committees, in which a majority of the members of each committee are outside directors, and which allows for the transfer of broad authority for business execution from the board of directors to executive officers, who assume clear legal responsibility.

Accordingly, the Company intends to make amendments to the Articles of Incorporation, including the establishment of new provisions concerning the Nominating Committee, Audit Committee, Compensation Committee, and Executive Officers, the deletion of provisions concerning Audit and Supervisory Committee Members and the Audit and Supervisory Committee, and other necessary amendments.

1. Introduction of measures for providing reference materials, etc. for the general meeting of shareholders in electronic format
   The 2019 amendment of the Companies Act allows for measures for providing reference materials, etc. for the general meeting of shareholders in an electronic format, and from the enforcement date of the amended Companies Act concerning electronic provision measures, companies issuing book-entry transfer shares (listed companies) are obligated to stipulate in their articles of incorporation that they will take electronic provision measures for information that constitutes the content of reference materials for the general meeting of shareholders. Accordingly, the Company intends to make necessary amendments to the Articles of Incorporation.
2. Change in frequency of distributions of dividends

Article 34 of the Company's current Articles of Incorporation stipulates that the record date for the distribution of dividends shall be four times a year (on June 30, September 30, December 31,

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and March 31), but going forward the Company intends to change the frequency of the distribution of dividends to twice a year (an interim and a year-end dividend) in order to strive for a more stable and continuous return of profit to its shareholders even amid the changing business environment, aiming at a consolidated dividend payout ratio of 30%. Accordingly, the Company intends to make necessary amendments to the Articles of Incorporation.

(4) Other general amendments

The Company intends to reorganize the article numbering to accommodate the newly established and deleted articles, as well as make other necessary amendments.

1. Details of Amendments
   The details of the amendments are as attached.
2. Schedule for Amendments

The scheduled date of the Ordinary General Meeting of Shareholders to amend the Articles of Incorporation: June 23, 2021

The scheduled date from which the amendments to the Articles of Incorporation will become effective: June 23, 2021

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Articles of Incorporation Comparative Table

	(Portions to be amended are underlined.)
Current Articles of Incorporation	Proposed Amendments
(as of June 15, 2017)
Article 1 through 3	Article 1 through 3
[Omitted]	[Unchanged]

Article 4. (Governance components)	Article 4. (Governance components)
	The Company shall have the following		The Company shall have the following
governance components as well as General	governance components as well as General
Meetings of Shareholders and Directors,	Meetings of Shareholders and Directors,
respectively.	respectively.
1.	Board of Directors	1.	Board of Directors
2.	Audit and Supervisory Committee	2.	Nominating Committee, Audit Committee,
		and Compensation Committee ("Nominating
		Committee, Etc.")
		3.	Executive Officers
3.	Accounting Auditors	4.	Accounting Auditors

Article 5 through 12	Article 5 through 12
[Omitted]	[Unchanged]

Article 13. (Persons to convene meeting)	Article 13. (Persons to convene meeting)
Except as otherwise provided by laws or	Except as otherwise provided by laws and
ordinances, a general meeting of shareholders	regulations, a general meeting of shareholders
shall be convened by the President and	shall be convened by the Director who also
Director, based upon the resolution of the	serves as President and Executive Officer,
Board of Directors. If the President and	based upon the resolution of the Board of
Directoris prevented from so doing, one of the	Directors. If such position is vacant or such
other Directors in the order fixed in advance by	Directoris prevented from so doing, one of the
the Board of Directors shall convene the	other Directors in the order fixed in advance by
meeting.
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Article 14. (Chairman)

Chairmanship of a general meeting of shareholders shall be assumed by the Chairman of the Board of Directors or the President and Directorpursuant to a resolution made in advance by the Board of Directors. If both the Chairman of the Board of Directors and the President and Directorare prevented from so doing, one of the other Directors shall do so in the order fixed in advance by the Board of Directors.

Article 15. (Disclosure via Internet and

Deemed Delivery of Reference Documents,

etc. for General Meetings of Shareholders)

Upon convening a general meeting of shareholders, the Company may deem that the information required to be described or indicated in the reference documents for the general meeting of shareholders, business reports, financial statements and consolidated financial statements shall have been provided to the shareholders when such information is disclosed, pursuant to laws or regulations, through a method that uses the Internet.

［Newly established］

the Board of Directors shall convene the meeting.

Article 14. (Chairman)

Chairmanship of a general meeting of shareholders shall be assumed by the Chairman of the Board of Directors or the President and Executive Officerpursuant to a resolution made in advance by the Board of Directors. If both the Chairman of the Board of Directors and the President and Executive Officerare prevented from so doing, one of the other Directors or Executive Officersshall do so in the order fixed in advance by the Board of Directors.

［Deleted］

Article 15. (Provision of documents for

general meeting of shareholders in electronic

format)

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Article 16 through 18

[Omitted]

Article 19. (Number of Directors)

Directors of the Company shall be not more than twentyin number, of which the Directors who are Audit and Supervisory Committee Members shall be not more than seven in number.

Article 20. (Election of Directors)

Directors shall be elected by the resolution of a general meeting of shareholders. Resolution of such elections shall be adopted by a majority of the votes of the shareholders present, who must hold one-third or more of the votes of all shareholders who are entitled to exercise their voting rights. A resolution for the election of Directors shall not be made by cumulative voting.

The election of Directors pursuant to the provisions of the preceding Paragraph shall be implemented, while making a distinction

Upon convening a general meeting of shareholders, the Company shall take the electronic provision measure provided for in Article 325-2 of the Company Law.

Among matters for which the electronic provision measure will be taken, the Company is not required to state all matters prescribed by the Ministry of Justice Order in the document that will be issued to shareholders who requested the issuance of the document stated in Article 325-5 of the Company Law by the record date.

Article 16 through 18

[Unchanged]

Article 19. (Number of Directors)

Directors of the Company shall be not more than fifteenin number.

Article 20. (Election of Directors)

Directors shall be elected by the resolution of a general meeting of shareholders. Resolution of such elections shall be adopted by a majority of the votes of the shareholders present, who must hold one-third or more of the votes of all shareholders who are entitled to exercise their voting rights. A resolution for the election of Directors shall not be made by cumulative voting.

［Deleted］

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