SEC Form 6-K filed by Honda Motor Company Ltd.

No.1-7628

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

FOR THE MONTH OF JUNE 2026

COMMISSION FILE NUMBER: 1-07628

HONDA GIKEN KOGYO KABUSHIKI KAISHA

(Name of registrant)

HONDA MOTOR CO., LTD.

(Translation of registrant’s name into English)

2-3, Toranomon 2-chome, Minato-ku, Tokyo 105-8404, Japan

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐   

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

 

Contents

Exhibit 1:

Notice of Convocation of the 102nd Ordinary General Meeting of Shareholders of the Company has been uploaded to the Company’s website shown below.

https://global.honda/investors/stock_bond/meeting.html

Exhibit 2:

The English translation of Report of Independent Directors of the Company.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: June 3, 2026

Securities Code Number: 7267

NOTICE OF CONVOCATION OF

THE 102ND ORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD AT BELLESALLE SHINJUKU GRAND, TOKYO, JAPAN

ON JUNE 26, 2026 AT 10:00 A.M.

(This is an abridged translation of the original notice

in the Japanese language mailed on June 8, 2026

to shareholders in Japan, and is for reference purposes only.

In the event of any discrepancy between the translated document and the Japanese original,

the original shall prevail.

The Company assumes no responsibility for this translation

or for direct, indirect or any other forms of damage arising from the translations.)

 

HONDA MOTOR CO., LTD.

(HONDA GIKEN KOGYO KABUSHIKI KAISHA)

TOKYO, JAPAN

[Abridged Translation]

June 8, 2026

Start date of measures for electronic provision: June 3, 2026

To Shareholders:

Notice of Convocation of the 102nd

Ordinary General Meeting of Shareholders

Dear Shareholders:

You are hereby notified that the 102nd Ordinary General Meeting of Shareholders will be held as stated below.

In convening this meeting, we have taken electronic provision measures and posted the matters subject to electronic provision on the Company’s website linked below.

This meeting will be held as a hybrid participatory virtual general meeting of shareholders so that shareholders who are not able to physically attend the meeting can attend the meeting virtually.

Even if you are not attending the meeting in person, you can still exercise your voting rights in advance via the Internet or by mail with the enclosed form. Please review the reference materials for the general meeting of shareholders posted as matters subject to electronic provision and exercise your voting rights no later than 5:30 p.m. on Thursday, June 25, 2026.

 

Particulars

 

Time and Date		10:00 a.m. on Friday, June 26, 2026 (registration desks to open at 9:00 a.m.)
Place		1F Event Hall, Bellesalle Shinjuku Grand 8-17-3 Nishi-Shinjuku, Shinjuku-ku, Tokyo *If you wish to attend the meeting in person, you will need to make an application in advance. *Please also note that gifts will not be provided to attending shareholders.
Agenda   Matters to be reported		1. The Business Report, Consolidated Financial Statements and Unconsolidated Financial Statements for the 102nd Fiscal Year (from April 1, 2025 to March 31, 2026);
		2. The Results of the Audit of the Consolidated Financial Statements for the 102nd Fiscal Year (from April 1, 2025 to March 31, 2026) by the Independent Auditors and the Audit Committee
Matters to be resolved		Item		Election of Eleven (11) Directors

 

2

We will propose the election of the following eleven (11) Directors, including six (6) Outside Director candidates.

 

Candidate number

Name

Candidate number

Name

Candidate number

Name

1

Reappointment

Toshihiro Mibe Male

5

Reappointment

Jiro Morisawa Non-executive Male

9

Reappointment

Kazuhiro Higashi Outside Independent Non-executive Male

2

Reappointment

Noriya Kaihara Male

6

Reappointment

Kunihiko Sakai Outside Independent Non-executive Male

10

Reappointment

Ryoko Nagata Outside Independent Non-executive Female

3

New appointment

Mahito Shikama Male

7

Reappointment

Fumiya Kokubu Outside Independent Non-executive Male

11

Reappointment

Mika Agatsuma Outside Independent Non-executive Female

4

Reappointment

Asako Suzuki Non-executive Female

8

Reappointment

Yoichiro Ogawa Outside Independent Non-executive Male

For details, please refer to the information posted on the websites linked below.

Websites on Which the Matters Subject to Electronic Provision Are Posted

 

Company’s website		https://global.honda/en/investors/stock_bond/meeting.html
Tokyo Stock Exchange’s website		https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show Please access the website linked above, enter and search for either the Company’s name (Honda Motor) or the securities code (7267), and then select “Basic information” and “Documents for public inspection/PR information” to view the information.
Net de Shoshu (online notice of convocation) website		https://s.srdb.jp/7267/ You may view this Notice of Convocation and exercise your voting rights via PC, smartphone, or tablet.

Matters to Be Noted

 

∎

Regarding the matters subject to electronic provision, the following items are not included in the paper copy to shareholders who have made a request for delivery of documents (paper copies delivered) in accordance with provisions of laws and regulations and Article 15 of the Company’s Articles of Incorporation. The Audit Committee and the financial auditor have audited documents that are subject to audit, including the following matters.

 

•  Business Report:		OUTLINE OF BUSINESS
		(Preparing for the Future, Changes in Financial Position and Results of Operations of the Group and the Parent Company, Principal Business Activities, Principal Business Sites, Employees of the Group and the Parent Company);
		COMMON STOCK
		(Total Number of Shares Issued, Number of Shareholders, Major Shareholders, Shares Issued to Corporate Officers as Compensation for the Performance of Their Duties During the Fiscal Year Ended March 31, 2026);
		STOCK WARRANTS;
		CORPORATE OFFICERS
		(Principal Activities of Outside Directors during the Fiscal Year ended March 31, 2026, Summary of Content of Liability Limitation Contract, Summary of Content of Indemnity Contract, Summary of Content of Directors and Officers Liability Insurance Contract);
		FINANCIAL AUDITOR;
		THE COMPANY’S SYSTEMS AND POLICIES
		(Systems to Ensure the Appropriateness of Operations, Overview of Operating Status for Systems to Ensure the Appropriateness of Operations, Policy Regarding Decisions for Distribution of Dividends, Etc.)
•  Consolidated Financial Statements:		Consolidated Statements of Financial Position, Consolidated Statements of Income, Consolidated Statements of Changes in Equity, The Notes to the Consolidated Statutory Report
•  Audit Report:		Independent Auditor’s Report, Audit Report of the Audit Committee

 

∎

In accordance with laws and regulations, the Company has sent the paper copies delivered only to shareholders who have completed the procedures for request for delivery of documents on or before March 31, 2026.

 

∎

If any revision is made to the matters subject to electronic provision, the revised details will be posted on each of the websites linked above.

 

3

REFERENCE MATERIALS FOR THE GENERAL MEETING OF SHAREHOLDERS

 

ITEM		Election of Eleven (11) Directors

The term of office of each of the twelve (12) current Directors is due to expire at the close of this general meeting of shareholders.

It is proposed that the following eleven (11) Directors, including six (6) Outside Directors, be elected at this meeting.

The names and particulars of the candidates for the position of Directors are provided below.

 

Candidate number				Name		Current position (including consolidated subsidiaries)		Responsibilities
1		Reappointment		Toshihiro Mibe Male		Director, President and Representative Executive Officer		Member of the Nominating Committee Chief Executive Officer Chairman of the Board of Directors Chief Transformation Officer
2		Reappointment		Noriya Kaihara Male		Director, Executive Vice President and Representative Executive Officer		Member of the Compensation Committee Compliance and Privacy Officer Culture Transformation Officer
3		New appointment		Mahito Shikama Male		Managing Officer, Honda R&D Co., Ltd. *2		- *2
4		Reappointment		Asako Suzuki Non-executive Female		Director		Member of the Audit Committee (Full-time)
5		Reappointment		Jiro Morisawa Non-executive Male		Director		Member of the Audit Committee (Full-time)
6		Reappointment		Kunihiko Sakai Outside Independent Non-executive Male		Director		Member of the Nominating Committee Member of the Audit Committee
7		Reappointment		Fumiya Kokubu Outside Independent Non-executive Male		Director		Member of the Nominating Committee (Chairperson) Member of the Compensation Committee *3
8		Reappointment		Yoichiro Ogawa Outside Independent Non-executive Male		Director		Member of the Audit Committee (Chairperson) Member of the Compensation Committee
9		Reappointment		Kazuhiro Higashi Outside Independent Non-executive Male		Director		Member of the Nominating Committee Member of the Compensation Committee (Chairperson)
10		Reappointment		Ryoko Nagata Outside Independent Non-executive Female		Director		Member of the Audit Committee
11		Reappointment		Mika Agatsuma Outside Independent Non-executive Female		Director		Member of the Nominating Committee

 

4

Name		Attendance record for the fiscal year ended March 31, 2026 (number of meetings attended/number of meetings held)
		Board of Directors		Nominating Committee		Audit Committee		Compensation Committee
Toshihiro Mibe		10/10 100%		11/11 100%		—		—
Noriya Kaihara		10/10 100%		—		—		—
Mahito Shikama		—		—		—		—
Asako Suzuki		10/10 100%		—		10/10 100%		—
Jiro Morisawa		10/10 100%		—		10/10 100%		—
Kunihiko Sakai		10/10 100%		11/11 100%		10/10 100%		—
Fumiya Kokubu		10/10 100%		11/11 100%		—		10/10 100%
Yoichiro Ogawa		10/10 100%		—		10/10 100%		10/10 100%
Kazuhiro Higashi		10/10 100%		11/11 100%		—		10/10 100%
Ryoko Nagata		10/10 100%		—		10/10 100%		—
Mika Agatsuma		10/10 100%		11/11 100%		—		—

 

Notes: 1.

These reference materials for the general meeting of shareholders contain information as of the date of preparation of the materials (May 20, 2026). However, the number of shares of the Company held is based on information as of March 31, 2026.

2.

As of June 1, 2026, Mr. Mahito Shikama is scheduled to assume the position of Executive Officer of the Company and the roles of Chief Transformation Officer, Chief Officer for Corporate Strategy Operations, and Chief Officer for Traffic Safety Promotion Operations.

3.

As of June 26, 2026, Mr. Fumiya Kokubu is scheduled to assume the role of Chairman of the Board of Directors.

4.

Please refer to page 6 for information on the committees to which the Director candidates are scheduled to be appointed.

 

5

∎

(Reference) Nomination Policy of Director Candidates (from “Honda Corporate Governance Basic Policies”)

 

•

The Director candidates shall be exceptional persons who are familiar with corporate management or the Company Group’s business, and have superior character and insight, irrespective of gender, nationality, and other such individual attributes. In nominating such candidates, the Nominating Committee shall consider the balance of gender, internationality, and experience and specialization in each field.

 

•

The Outside Director candidates shall have abundant experience and deep insight in fields such as corporate management, the legal, public administration, accounting, or education, and shall be capable of overseeing the entire business management of the Company from an objective, highly sophisticated and broader viewpoint based on the standpoint independent from the Company Group.

 

Name

Skills

Committee to be appointed

Corporate management

Internationality

Industrial experience

New business strategies

HR

Accounting & finance

Legal & risk management

ESG & sustainability

Nominating

Audit

Compensation

Toshihiro Mibe

•

•

•

•

•

•

•

•

Noriya Kaihara

•

•

•

•

•

•

Mahito Shikama

•

•

•

•

Asako Suzuki

•

•

•

•

•

〇

Jiro Morisawa

•

•

•

〇

Kunihiko Sakai

•

•

•

〇

〇

Fumiya Kokubu

•

•

•

•

◎

〇

Yoichiro Ogawa

•

•

•

•

◎

〇

Kazuhiro Higashi

•

•

•

•

•

〇

◎

Ryoko Nagata

•

•

•

〇

Mika Agatsuma

•

•

•

〇

〇

◎: Chairperson of the Committee

Please refer to the next page for the reasoning behind the selection of the skills.

 

6

 

7

1		Toshihiro Mibe		Date of birth July 1, 1961		Reappointment

 

		Current position		Director, President and Representative Executive Officer		Responsibilities		Member of the Nominating Committee Chief Executive Officer Chairman of the Board of Directors Chief Transformation Officer
		● Number of shares of the Company held 301,401 shares				● Attendance record of the Board of Directors, etc. (number of meetings attended/number of meetings held)
		● Special interest between the candidate and the Company None				Board of Directors           10/10 (100%)    Nominating Committee       11/11 (100%)
		● Term of office as Director (as of the close of this Meeting) 6 years

● Resume, current position, responsibilities and significant concurrent positions
Apr. 1987		Joined Honda Motor Co., Ltd.		Apr. 2020		Senior Managing Officer
Apr. 2014		Operating Officer		Apr. 2020		In Charge of Mono-zukuri (Research & Development, Production, Purchasing, Quality, Parts, Service, Intellectual Property, Standardization and IT)
Apr. 2014		Executive in Charge of Powertrain Business for Automobile Operations		Apr. 2020		Risk Management Officer
Apr. 2014		Head of Powertrain Production Supervisory Unit of Automobile Production for Automobile Operations		Jun. 2020		Senior Managing Director
Apr. 2015		Executive in Charge of Powertrain Business and Drivetrain Business for Automobile Operations		Jun. 2020		Director in Charge of Mono-zukuri (Research & Development, Production, Purchasing, Quality, Parts, Service, Intellectual Property, Standardization and IT)
Apr. 2015		Head of Drivetrain Business Unit in Automobile Production for Automobile Operations		Apr. 2021		President and Representative Director
Apr. 2016		Senior Managing Officer and Director of Honda R&D Co., Ltd.		Apr. 2021		Chief Executive Officer (present)
Apr. 2018		Managing Officer of the Company		Jun. 2021		Director, President and Representative Executive Officer (present)
Apr. 2018		Executive Vice President and Director of Honda R&D Co., Ltd.		Jun. 2021		Member of the Nominating Committee (present)
Apr. 2019		President and Representative Director of Honda R&D Co., Ltd.		Apr. 2024		Chairman of the Board of Directors (present)
Apr. 2019		In Charge of Intellectual Property and Standardization of the Company		Apr. 2026		Chief Transformation Officer (present)

 Reasons for nomination as a candidate for position of Director

Mr. Toshihiro Mibe has broad experience primarily in the areas of R&D and production, and is familiar with the Company Group’s business including overseas operations.

In the fiscal year ended March 31, 2026, he has adequately fulfilled his duties as Chairman of the Board of Directors through managing the Board of Directors and as Director, President and Representative Executive Officer, and Chief Executive Officer of the Company by demonstrating strong leadership and being responsible for the management of the entire Company Group, as well as overseeing business execution.

He has been nominated as a candidate for Director again, given that he is an exceptional person with both superior character and insight and is well qualified for assuming a role in overseeing the entire business management of the Company in order to achieve the realization of 2030 Vision, 2050 carbon neutrality, and zero traffic collision fatalities.

 

 

 

8

2		Noriya Kaihara		Date of birth August 4, 1961		Reappointment

 

		Current position		Director, Executive Vice President and Representative Executive Officer		Responsibilities		Member of the Compensation Committee Compliance and Privacy Officer Culture Transformation Officer
		● Number of shares of the Company held 129,750 shares				● Attendance record of the Board of Directors, etc. (number of meetings attended/number of meetings held)
		● Special interest between the candidate and the Company None				Board of Directors        10/10 (100%)
		● Term of office as Director (as of the close of this Meeting) 7 years (in total)

● Resume, current position, responsibilities and significant concurrent positions
Apr. 1984		Joined Honda Motor Co., Ltd.		Apr. 2021		Chief Officer for Customer First Operations
Apr. 2012		General Manager of Automobile Quality Assurance Division		Apr. 2021		Risk Management Officer
Apr. 2013		Operating Officer		Jun. 2021		Managing Executive Officer
Apr. 2013		Chief Quality Officer		Oct. 2021		Managing Officer
Jun. 2013		Operating Officer and Director		Oct. 2021		Chief Officer for Regional Operations (North America)
Apr. 2014		Chief Officer for Customer Service Operations		Oct. 2021		President, Chief Executive Officer and Director of American Honda Motor Co., Inc.
Apr. 2014		Head of Service Supervisory Unit for Automobile Operations		Apr. 2023		Senior Managing Executive Officer of the Company
Apr. 2016		Chief Officer for Customer First Operations		Jun. 2023		Director, Senior Managing Executive Officer
Jun. 2017		Operating Officer (resigned from position as Director)		Apr. 2024		Director, Executive Vice President and Representative Executive Officer (present)
Apr. 2018		Managing Officer		Apr. 2024		Compliance and Privacy Officer (present)
Apr. 2018		Chief Officer for Purchasing Operations		Apr. 2025		Culture Transformation Officer (present)
Apr. 2020		Head of Business Supervisory Unit for Automobile Operations		Apr. 2026		Member of the Compensation Committee (present)

 

 Reasons for nomination as a candidate for position of Director

Mr. Noriya Kaihara has broad experience primarily in the area of service, quality and purchasing, as well as abundant international experience, and is familiar with the Company Group’s business including overseas operations.

In the fiscal year ended March 31, 2026, he has adequately fulfilled his duties as Director, Executive Vice President and Representative Executive Officer, Compliance and Privacy Officer, and Culture Transformation Officer by demonstrating strong leadership and contributing to the business of the entire Company Group, as well as overseeing business execution.

He has been nominated as a candidate for Director again, given that he is an exceptional person with both superior character and insight and is well qualified for assuming a role in overseeing the entire business management of the Company in order to achieve the realization of 2030 Vision, 2050 carbon neutrality, and zero traffic collision fatalities.

 

 

 

9

3		Mahito Shikama		Date of birth August 8, 1977		New appointment

 

		Current position (including consolidated subsidiaries)		Managing Officer, Honda R&D Co., Ltd.		Responsibilities		–
		● Number of shares of the Company held 1,500 shares
		● Special interest between the candidate and the Company   None
		● Term of office as Director (as of the close of this Meeting) –

● Resume, current position, responsibilities and significant concurrent positions
Apr. 2002		Joined Honda Motor Co., Ltd.		Jun. 2026		Executive Officer of the Company (scheduled to be appointed)
Apr. 2022		General Manager of Advanced Safety and Intelligent Solution Development Division of Software Defined Mobility Development Supervisory Unit for Business Development Operations		Jun. 2026		Chief Transformation Officer (scheduled to be appointed)
Apr. 2023		Operating Executive		Jun. 2026		Chief Officer for Corporate Strategy Operations (scheduled to be appointed)
Apr. 2023		Head of Software Defined Mobility Development Unit of BEV Development Center for Electrification Business Development Operations		Jun. 2026		Chief Officer for Traffic Safety Promotion Operations (scheduled to be appointed)
Apr. 2026		Managing Officer and Chief Operating Officer of SDV R&D Center of Honda R&D Co., Ltd. (present)

 

 Reasons for nomination as a candidate for position of Director

Mr. Mahito Shikama has abundant experience in the area of automobile development and is familiar with the Company Group’s business, ranging from hybrid control development to the development of advanced technologies and products for the age of intelligence and electrification, having achieved the world’s first commercialization of Level 3 conditional automated vehicles in 2021.

In the fiscal year ended March 31, 2026, he demonstrated strong leadership, including spearheading the in-house development of a new-generation in-vehicle operating system as Head of Software Defined Mobility Development Unit, and contributed to the business from a future perspective to achieve adequate results.

He is scheduled to be in charge of leading the company-wide organizational reform as Chief Transformation Officer.

He has been newly nominated as a candidate for Director, given that he is an exceptional person with both superior character and insight and is well qualified for assuming a role in overseeing the entire business management of the Company in order to achieve the realization of 2030 Vision, 2050 carbon neutrality, and zero traffic collision fatalities.

 

 

 

10

4		Asako Suzuki		Date of birth January 28, 1964		Reappointment

 

		Current position		Director		Responsibilities		Member of the Audit Committee (Full-time)
		● Number of shares of the Company held 91,400 shares				● Attendance record of the Board of Directors, etc. (number of meetings attended/number of meetings held)
		● Special interest between the candidate and the Company   None				Board of Directors           10/10  (100%)    Audit Committee             10/10  (100%)
		● Term of office as Director (as of the close of this Meeting) 5 years

● Resume, current position, responsibilities and significant concurrent positions

 

Apr. 1987		Joined Honda Motor Co., Ltd.		Apr. 2019		Chief Officer for Human Resources and Corporate Governance Operations
Apr. 2014		President of Dongfeng Honda Automobile Co., Ltd.		Apr. 2020		Operating Executive
Apr. 2016		Operating Officer of the Company		Jun. 2021		Director (present)
Apr. 2018		Vice Chief Officer for Regional Operations (Japan)		Jun. 2021		Member of the Audit Committee (Full-time) (present)

 Reasons for nomination as a candidate for position of Director

Ms. Asako Suzuki has broad experience primarily in the area of sales and marketing, accounting and finance, human resources and corporate governance, as well as abundant international experience, and is familiar with the Company Group’s business including overseas operations.

In the fiscal year ended March 31, 2026, she has adequately fulfilled her duties as Director and a Member of the Audit Committee by auditing and overseeing the execution of duties by Directors and Executive Officers.

She has been nominated as a candidate for Director again, given that she is an exceptional person with both superior character and insight and is well qualified for assuming a role in overseeing the entire business management of the Company with a broad perspective from an objective and highly sophisticated viewpoint.

After her appointment, she will serve as a Member of the Audit Committee.

 

 

11

5		Jiro Morisawa		Date of birth February 24, 1967		Reappointment

 

		Current position		Director		Responsibilities		Member of the Audit Committee (Full-time)
		● Number of shares of the Company held 42,970 shares				● Attendance record of the Board of Directors, etc. (number of meetings attended/number of meetings held)
		● Special interest between the candidate and the Company   None				Board of Directors         10/10  (100%)     Audit Committee          10/10  (100%)
		● Term of office as Director (as of the close of this Meeting) 2 years

● Resume, current position, responsibilities and significant concurrent positions

 

Apr. 1989		Joined Honda Motor Co., Ltd.		Apr. 2020		Operating Executive
Apr. 2016		General Manager of Regional Operation Planning Office for Regional Operations (Japan)		Apr. 2020		Chief Officer for Business Management Operations
Apr. 2017		General Manager of Accounting Division for Business Management Operations		Apr. 2021		President and Director of American Honda Finance Corporation
Apr. 2018		Vice Chief Officer for Business Management Operations and General Manager of Accounting Division for Business Management Operations		Jun. 2024		Director of the Company (present)
Apr. 2019		Operating Officer		Jun. 2024		Member of the Audit Committee (Full-time) (present)
Apr. 2019		Chief Officer for Business Management Operations

 Reasons for nomination as a candidate for position of Director

Mr. Jiro Morisawa has broad experience primarily in the area of accounting and finance, as well as abundant international experience, and is familiar with the Company Group’s business including overseas operations.

In the fiscal year ended March 31, 2026, he has adequately fulfilled his duties as Director and a Member of the Audit Committee by auditing and overseeing the execution of duties by Directors and Executive Officers.

He has been nominated as a candidate for Director again, given that he is an exceptional person with both superior character and insight and is well qualified for assuming a role in overseeing the entire business management of the Company with a broad perspective from an objective and highly sophisticated viewpoint.

After his appointment, he will serve as a Member of the Audit Committee.

 

 

12

6		Kunihiko Sakai		Date of birth March 4, 1954		Reappointment Outside Independent Director

 

		Current position		Director		Responsibilities		Member of the Nominating Committee Member of the Audit Committee
		● Number of shares of the Company held 7,900 shares				● Attendance record of the Board of Directors, etc. (number of meetings attended/number of meetings held)
		● Special interest between the candidate and the Company   None				Board of Directors       10/10 (100%)     Nominating Committee      11/11 (100%)     Audit Committee        10/10  (100%)
		● Term of office as Outside Director (as of the close of this Meeting) 7 years

● Resume, current position, responsibilities and significant concurrent positions

 

Apr. 1979		Public Prosecutor of Tokyo District Public Prosecutors’ Office		Jun. 2018		Outside Audit & Supervisory Board Member of Furukawa Electric Co., Ltd. (resigned in June 2025)
Jul. 2014		Superintending Prosecutor of Takamatsu High Public Prosecutors’ Office		Jun. 2019		Outside Director (Audit and Supervisory Committee Member) of the Company
Sep. 2016		Superintending Prosecutor of Hiroshima High Public Prosecutors’ Office (resigned in March 2017)		Jun. 2021		Outside Director (present)
Apr. 2017		Registered with the Dai-Ichi Tokyo Bar Association		Jun. 2021		Member of the Nominating Committee (present)
Apr. 2017		Advisor Attorney to TMI Associates (present)		Jun. 2021		Member of the Audit Committee (present)
(Significant concurrent positions)
Lawyer, Advisor Attorney to TMI Associates

 

1.

Reasons for nomination as a candidate for position of Outside Director

Mr. Kunihiko Sakai has high expertise and abundant experience as a legal affairs specialist having served as Public Prosecutor and a lawyer, including posts of Superintending Prosecutor at High Public Prosecutors’ Offices from July 2014 to March 2017.

He has adequately fulfilled his duties as Outside Director who is an Audit and Supervisory Committee Member since June 2019, and as Outside Director and a Member of the Nominating Committee and the Audit Committee since June 2021, by auditing and overseeing the entire business management of the Company from an independent standpoint.

He has no experience in corporate management except serving as Outside Director or Outside Corporate Auditor. However, he has been nominated as a candidate for Outside Director again, given that he is an exceptional person with both superior character and insight, in order for him to continue to assume a role in overseeing the entire business management of the Company with a broad perspective from an objective and highly sophisticated viewpoint.

 

2.

Roles expected to fulfill after appointment

After his appointment, he is expected to continue to contribute to strengthening the supervisory function of the Company’s management. He is also expected to fulfill a role in strengthening the transparency and objectivity of the process of selecting candidates for Directors, as well as strengthening the audit function, as a Member of the Nominating Committee and the Audit Committee.

 

3.

Other matters related to the Outside Director candidate

 

(1)

Mr. Kunihiko Sakai is a candidate for the position of Outside Director as defined in Article 2, Paragraph 3, Item 7 of the Enforcement Regulations of the Companies Act.

 

(2)

Mr. Kunihiko Sakai fulfills the “Honda Motor Co., Ltd. Criteria for Independence of Outside Directors.” The Company has appointed him as an Independent Outside Director as stipulated by the rules of the Tokyo Stock Exchange and reported his appointment to the Tokyo Stock Exchange. If he is re-elected and assumes the position of Director, the Company plans to continue his appointment as an Independent Outside Director.

 

 

13

7		Fumiya Kokubu		Date of birth October 6, 1952		Reappointment Outside Independent Director

 

		Current position		Director		Responsibilities		Member of the Nominating Committee (Chairperson) Member of the Compensation Committee
		● Number of shares of the Company held 6,400 shares				● Attendance record of the Board of Directors, etc. (number of meetings attended/number of meetings held)
		● Special interest between the candidate and the Company None				Board of Directors         10/10 (100%)    Nominating Committee       11/11 (100%)    Audit Committee          10/10 (100%)
		● Term of office as Outside Director (as of the close of this Meeting) 6 years

● Resume, current position, responsibilities and significant concurrent positions

 

Apr. 1975		Joined Marubeni Corporation		Jun. 2021		Member of the Compensation Committee (present)
Apr. 2013		President and CEO, Member of the Board of Marubeni Corporation		May 2022		Chairperson of Japan Machinery Center for Trade and Investment (present)
Apr. 2019		Chairman of the Board of Marubeni Corporation		May 2022		Chairman of Japan Foreign Trade Council, Inc. (resigned in May 2024)
Jun. 2019		Outside Director of Taisei Corporation (present)		Apr. 2025		Director, Member of the Board, Executive Corporate Advisor of Marubeni Corporation (resigned in June 2025)
Jun. 2020		Outside Director of the Company (present)		Jun. 2025		Chairperson of International University of Japan (present)
Jun. 2021		Member of the Nominating Committee (Chairperson) (present)		Jun. 2025		Executive Corporate Advisor of Marubeni Corporation (present)
(Significant concurrent positions)
Outside Director of Taisei Corporation, Chairperson of Japan Machinery Center for Trade and Investment, Chairperson of International University of Japan

 

1.

Reasons for nomination as a candidate for position of Outside Director

Mr. Fumiya Kokubu held positions of President and CEO, and Chairman of the Board of Marubeni Corporation from April 2013 to March 2025, and has abundant experience and deep insight regarding corporate management.

He has adequately fulfilled his duties as Outside Director since June 2020, and additionally as the Chairperson of the Nominating Committee and a Member of the Compensation Committee since June 2021 by overseeing the entire business management of the Company from an independent standpoint.

He has been nominated as a candidate for Outside Director again, given that he is an exceptional person with both superior character and insight, in order for him to continue to assume a role in overseeing the entire business management of the Company with a broad perspective from an objective and highly sophisticated viewpoint.

 

2.

Roles expected to fulfill after appointment

After his appointment, he is expected to continue to contribute to strengthening the supervisory function of the Company’s management. He is also expected to fulfill a role in strengthening the transparency and objectivity of the process of selecting candidates for Directors and the process of determining the compensation of Directors and Executive Officers, as the Chairperson of the Nominating Committee and a Member of the Compensation Committee.

In addition, after his appointment, he will serve as the new Chairman of the Board of Directors.

 

3.

Other matters related to the Outside Director candidate

 

(1)

Mr. Fumiya Kokubu is a candidate for the position of Outside Director as defined in Article 2, Paragraph 3, Item 7 of the Enforcement Regulations of the Companies Act.

 

(2)

Mr. Fumiya Kokubu fulfills the “Honda Motor Co., Ltd. Criteria for Independence of Outside Directors.” The Company has appointed him as an Independent Outside Director as stipulated by the rules of the Tokyo Stock Exchange and reported his appointment to the Tokyo Stock Exchange. If he is re-elected and assumes the position of Director, the Company plans to continue his appointment as an Independent Outside Director. Marubeni Corporation, where Mr. Fumiya Kokubu served as Chairman of the Board until March 2025, the Company and their respective consolidated subsidiaries have business relationships. However, the amount of transactions between them in the fiscal year ended March 31, 2026 is less than 1% of the consolidated sales revenue of the Company and the other party.

 

 

14

8		Yoichiro Ogawa		Date of birth February 19, 1956		Reappointment Outside Independent Director

 

		Current position		Director		Responsibilities		Member of the Audit Committee (Chairperson) Member of the Compensation Committee
		● Number of shares of the Company held 4,900 shares				● Attendance record of the Board of Directors, etc. (number of meetings attended/number of meetings held)
		● Special interest between the candidate and the Company None				Board of Directors            10/10  (100%)    Audit Committee        10/10 (100%)    Compensation Committee       10/10 (100%)
		● Term of office as Outside Director (as of the close of this Meeting) 5 years

● Resume, current position, responsibilities and significant concurrent positions

 

Oct. 1980		Joined Tohmatsu & Aoki Audit Corporation (currently Deloitte Touche Tohmatsu LLC)		Jun. 2018		Senior Advisor of Deloitte Tohmatsu Group (resigned in October 2018)
Mar. 1984		Registered as Japanese Certified Public Accountant		Nov. 2018		Founder of Yoichiro Ogawa CPA Office (present)
Oct. 2013		Deputy CEO of Deloitte Touche Tohmatsu LLC		Jun. 2020		Independent Audit and Supervisory Board Member of Recruit Holdings Co., Ltd. (present)
Oct. 2013		Deputy CEO of Tohmatsu Group (currently Deloitte Tohmatsu Group)		Jun. 2021		Outside Director of the Company (present)
Jun. 2015		Global Managing Director for Asia Pacific of Deloitte Touche Tohmatsu Limited (United Kingdom) (resigned in May 2018)		Jun. 2021		Member of the Audit Committee (Chairperson) (present)
Jul. 2015		CEO of Deloitte Tohmatsu Group		Jun. 2021		Member of the Compensation Committee (present)
(Significant concurrent positions)
Certified Public Accountant, Founder of Yoichiro Ogawa CPA Office, Independent Audit and Supervisory Board Member of Recruit Holdings Co., Ltd.

 

1.

Reasons for nomination as a candidate for position of Outside Director

Mr. Yoichiro Ogawa has high expertise and abundant experience as an accounting specialist having served as a Certified Public Accountant for many years, including posts of CEO of Deloitte Tohmatsu Group from July 2015 to May 2018.

He has adequately fulfilled his duties as Outside Director, the Chairperson of the Audit Committee and a Member of the Compensation Committee since June 2021 by auditing and overseeing the entire business management of the Company from an independent standpoint.

He has been nominated as a candidate for Outside Director again, given that he is an exceptional person with both superior character and insight, in order for him to continue to assume a role in overseeing the entire business management of the Company with a broad perspective from an objective and highly sophisticated viewpoint.

 

2.

Roles expected to fulfill after appointment

After his appointment, he is expected to continue to contribute to strengthening the supervisory function of the Company’s management. He is also expected to fulfill a role in strengthening the audit function, as well as strengthening the transparency and objectivity of the process of determining the compensation of Directors and Executive Officers, as the Chairperson of the Audit Committee and a Member of the Compensation Committee.

 

3.

Other matters related to the Outside Director candidate

 

(1)

Mr. Yoichiro Ogawa is a candidate for the position of Outside Director as defined in Article 2, Paragraph 3, Item 7 of the Enforcement Regulations of the Companies Act.

 

(2)

Mr. Yoichiro Ogawa fulfills the “Honda Motor Co., Ltd. Criteria for Independence of Outside Directors.” The Company has appointed him as an Independent Outside Director as stipulated by the rules of the Tokyo Stock Exchange and reported his appointment to the Tokyo Stock Exchange. If he is re-elected and assumes the position of Director, the Company plans to continue his appointment as an Independent Outside Director. Deloitte Tohmatsu Group, where Mr. Yoichiro Ogawa served as CEO until May 2018, the Company and its consolidated subsidiaries have business relationships. However, he has had no relationship with Deloitte Tohmatsu Group since October 2018, and the amount of transactions between them in the fiscal year ended March 31, 2026 is less than 1% of the consolidated sales revenue of the Company and the other party.

 

 

15

9		Kazuhiro Higashi		Date of birth April 25, 1957		Reappointment Outside Independent Director

		Current position		Director		Responsibilities		Member of the Nominating Committee Member of the Compensation Committee (Chairperson)
		● Number of shares of the Company held  4,900 shares				● Attendance record of the Board of Directors, etc. (number of meetings attended/number of meetings held)
		● Special interest between the candidate and the Company  None				Board of Directors           10/10  (100%)    Nominating Committee          11/11 (100%)    Compensation Committee        10/10  (100%)
		● Term of office as Outside Director (as of the close of this Meeting)  5 years

 

● Resume, current position, responsibilities and significant concurrent positions
Apr. 1982		Joined Resona Group		Apr. 2020		Chairman and Director of Resona Bank, Limited (resigned in June 2022)
Apr. 2013		Director of Resona Holdings, Inc.		Jun. 2020		Outside Director of Sompo Holdings, Inc. (present)
Apr. 2013		President and Representative, Executive Officer of Resona Holdings, Inc.		Jun. 2021		Outside Director of the Company (present)
Apr. 2013		Representative Director, President and Executive Officer of Resona Bank, Limited		Jun. 2021		Member of the Nominating Committee (present)
Jun. 2013		Chairman of Osaka Bankers Association (resigned in June 2014)		Jun. 2021		Member of the Compensation Committee (Chairperson) (present)
Apr. 2017		Chairman of the Board, President and Representative Director of Resona Bank, Limited		Jun. 2022		Senior Advisor of Resona Holdings, Inc. (present)
Jun. 2017		Chairman of Osaka Bankers Association (resigned in June 2018)		Jun. 2022		Senior Advisor of Resona Bank, Limited (present)
Apr. 2018		Chairman of the Board, President, Representative Director and Executive Officer of Resona Bank, Limited		Nov. 2025		Outside Director of Ryohin Keikaku Co., Ltd. (present)
Apr. 2020		Chairman and Director of Resona Holdings, Inc. (resigned in June 2022)

(Significant concurrent positions)

Outside Director of Sompo Holdings, Inc., Outside Director of Ryohin Keikaku Co., Ltd.

1. Reasons for nomination as a candidate for position of Outside Director

Mr. Kazuhiro Higashi held positions of President and Chairman of Resona Holdings, Inc. from April 2013 to June 2022, and has abundant experience and deep insight regarding corporate management. He has adequately fulfilled his duties as Outside Director, the Chairperson of the Compensation Committee and a Member of the Nominating Committee since June 2021 by overseeing the entire business management of the Company from an independent standpoint.

He has been nominated as a candidate for Outside Director again, given that he is an exceptional person with both superior character and insight, in order for him to continue to assume a role in overseeing the entire business management of the Company with a broad perspective from an objective and highly sophisticated viewpoint.

2. Roles expected to fulfill after appointment

After his appointment, he is expected to continue to contribute to strengthening the supervisory function of the Company’s management. He is also expected to fulfill a role in strengthening the transparency and objectivity of the process of determining the compensation of Directors and Executive Officers and the process of selecting candidates for Directors, as the Chairperson of the Compensation Committee and a Member of the Nominating Committee.

3. Other matters related to the Outside Director candidate

(1) Mr. Kazuhiro Higashi is a candidate for the position of Outside Director as defined in Article 2, Paragraph 3, Item 7 of the Enforcement Regulations of the Companies Act.

(2) Mr. Kazuhiro Higashi fulfills the “Honda Motor Co., Ltd. Criteria for Independence of Outside Directors.” The Company has appointed him as an Independent Outside Director as stipulated by the rules of the Tokyo Stock Exchange and reported his appointment to the Tokyo Stock Exchange. If he is re-elected and assumes the position of Director, the Company plans to continue his appointment as an Independent Outside Director. The Company Group’s aggregate amount of borrowings in the fiscal year ended March 31, 2026 from banks affiliated with Resona Holdings, Inc., where Mr. Kazuhiro Higashi served as Chairman and Director until June 2022, is less than 1% of the amount of consolidated total assets of the Company and the other party.

(3) Sompo Japan Insurance Inc., a subsidiary of Sompo Holdings, Inc., where Mr. Kazuhiro Higashi serves as Outside Director since June 2020, has been involved in conduct considered to be in conflict with the Antimonopoly Act and improper conduct in light of the same act, inappropriate response in relation to fraudulent automobile insurance claims by used car dealers, leakage of customer information, etc. during his term of office. Further, in January 2024, Sompo Holdings, Inc. received a business improvement order from the Financial Services Agency on the management of Sompo Japan Insurance

 

16

Inc. in relation to fraudulent automobile insurance claims by used car dealers pursuant to the Insurance Business Act.

While the details of these incidents are as stated in publicly available documents, such as the content of an administrative penalty imposed by the Financial Services Agency and the report of the independent investigation committee consisting of third parties, Mr. Kazuhiro Higashi performed his duties appropriately by making recommendations regularly on exemplary initiatives for the Group’s compliance as necessary, and after the incidents were identified, he made recommendations for legal compliance, customer protection, and importance of strengthening internal controls.

 

 

17

10		Ryoko Nagata		Date of birth July 14, 1963		Reappointment Outside Independent Director

 

		Current position		Director		Responsibilities		Member of the Audit Committee
		● Number of shares of the Company held 4,900 shares				● Attendance record of the Board of Directors, etc. (number of meetings attended/number of meetings held)
		● Special interest between the candidate and the Company None				Board of Directors          10/10 (100%)    Audit Committee            10/10 (100%)
		● Term of office as Outside Director (as of the close of this Meeting) 5 years

 

● Resume, current position, responsibilities and significant concurrent positions
Apr. 1987		Joined Japan Tobacco Inc.		Jun. 2021		Member of the Audit Committee (present)
Jun. 2008		Executive Officer of Japan Tobacco Inc.		Mar. 2023		External Corporate Auditor of Medley, Inc. (present)
Mar. 2018		Standing Audit & Supervisory Board Member of Japan Tobacco Inc. (resigned in March 2023)		Jun. 2023		Outside Director of UACJ Corporation (present)
Jun. 2021		Outside Director of the Company (present)
(Significant concurrent positions) External Corporate Auditor of Medley, Inc., Outside Director of UACJ Corporation

 

1.

Reasons for nomination as a candidate for position of Outside Director

Ms. Ryoko Nagata held positions of Executive Officer and Audit & Supervisory Board Member of Japan Tobacco Inc. from June 2008 to March 2023, and has abundant experience and deep insight regarding new business strategies and audit.

She has adequately fulfilled her duties as Outside Director and a Member of the Audit Committee since June 2021 by auditing and overseeing the entire business management of the Company from an independent standpoint.

She has been nominated as a candidate for Outside Director again, given that she is an exceptional person with both superior character and insight, in order for her to continue to assume a role in overseeing the entire business management of the Company with a broad perspective from an objective and highly sophisticated viewpoint.

 

2.

Roles expected to fulfill after appointment

After her appointment, she is expected to continue to contribute to strengthening the supervisory function of the Company’s management. She is also expected to fulfill a role in strengthening the audit function, as a Member of the Audit Committee.

 

3.

Other matters related to the Outside Director candidate

(1) Ms. Ryoko Nagata is a candidate for the position of Outside Director as defined in Article 2, Paragraph 3, Item 7 of the Enforcement Regulations of the Companies Act.

(2) Ms. Ryoko Nagata fulfills the “Honda Motor Co., Ltd. Criteria for Independence of Outside Directors.” The Company has appointed her as an Independent Outside Director as stipulated by the rules of the Tokyo Stock Exchange and reported her appointment to the Tokyo Stock Exchange. If she is re-elected and assumes the position of Director, the Company plans to continue her appointment as an Independent Outside Director.

 

 

18

11		Mika Agatsuma		Date of birth June 8, 1964		Reappointment Outside Independent Director

 

		Current position		Director		Responsibilities		Member of the Nominating Committee
		● Number of shares of the Company held  1,500 shares				● Attendance record of the Board of Directors, etc. (number of meetings attended/number of meetings held)
		● Special interest between the candidate and the Company  None				Board of Directors         10/10 (100%)       Nominating Committee        11/11 (100%)
		● Term of office as Outside Director (as of the close of this Meeting)  2 years

 

● Resume, current position, responsibilities and significant concurrent positions
Apr. 1987		Joined IBM Japan, Ltd.		Jun. 2023		In Charge of Hybrid Cloud Platform for IBM Consulting of IBM Japan, Ltd.
Aug. 2017		Vice President of IBM Japan, Ltd.		Jun. 2024		Outside Director of the Company (present)
Aug. 2017		In Charge of Cloud Application Innovation for Global Business Services of IBM Japan, Ltd.		Jun. 2024		Member of the Nominating Committee (present)
Oct. 2022		Managing Partner of IBM Japan, Ltd. (resigned in March 2024)		Jun. 2024		Outside Director of SQUARE ENIX HOLDINGS CO., LTD. (present)
Oct. 2022		In Charge of Hybrid Cloud Services for IBM Consulting of IBM Japan, Ltd.		Oct. 2024		Executive Corporate Officer of ID Holdings Corporation (present)

(Significant concurrent positions)

Outside Director of SQUARE ENIX HOLDINGS CO., LTD., Executive Corporate Officer of ID Holdings Corporation

 

 

1.	Reasons for nomination as a candidate for position of Outside Director

Ms. Mika Agatsuma held a position of Managing Partner of IBM Japan, Ltd. from October 2022 until March 2024 and has abundant experience and deep insight regarding the area of IT.

She has adequately fulfilled her duties as Outside Director and a Member of the Nominating Committee since June 2024 by overseeing the entire business management of the Company from an independent standpoint.

She has been nominated as a candidate for Outside Director again, given that she is an exceptional person with both superior character and insight, in order for her to oversee the entire business management of the Company with a broad perspective from an objective and highly sophisticated viewpoint.

 

2.	Roles expected to fulfill after appointment

After her appointment, she is expected to continue to contribute to strengthening the supervisory function of the Company’s management. She is also expected to serve as a Member of the Nominating Committee to fulfill a role in strengthening the transparency and objectivity of the process of selecting candidates for Director.

In addition, after her appointment, she will serve as a new Member of the Compensation Committee.

 

3.	Other matters related to the Outside Director candidate

 

(1)

Ms. Mika Agatsuma is a candidate for the position of Outside Director as defined in Article 2, Paragraph 3, Item 7 of the Enforcement Regulations of the Companies Act.

 

(2)

Ms. Mika Agatsuma fulfills the “Honda Motor Co., Ltd. Criteria for Independence of Outside Directors.” The Company has appointed her as an Independent Outside Director as stipulated by the rules of the Tokyo Stock Exchange and reported her appointment to the Tokyo Stock Exchange. If she is re-elected and assumes the position of Director, the Company plans to continue her appointment as an Independent Outside Director. Until March 2024, Ms. Mika Agatsuma served as Managing Partner of IBM Japan, Ltd., a Japanese subsidiary of IBM Corporation, which has business relationships with the Company and its consolidated subsidiaries. However, the amount of transactions between them in the fiscal year ended March 31, 2026 is less than 1% of the consolidated sales revenue of the Company and the other party.

 

19

Notes:		1.		Summary of Content of Limited Liability Contract
				Based on Article 427, Paragraph 1 of the Companies Act and Article 27, Paragraph 2 of the Articles of Incorporation of the Company, the Company has entered into contracts with all Outside Directors, which limit their liability for damages as stipulated in Article 423, Paragraph 1 of the Companies Act, to the minimum liability amount that is stipulated in Article 425, Paragraph 1 of the Companies Act.   If the candidates who are incumbent Outside Directors are re-elected and assume the positions of Director, the Company plans to continue such limited liability contract with each of them.
		2.		Summary of Content of Indemnity Contract
				The Company has entered into indemnity contracts with all Directors and Executive Officers, in accordance with Article 430-2, Paragraph 1 of the Companies Act, and the Company indemnifies them for expenses set forth in Item 1 of the same Paragraph to the extent stipulated by laws.   If the eleven (11) candidates are re-elected or elected and assume the positions of Director, the Company plans to continue or enter into such indemnity contract with each of them.
		3.		Summary of Content of Directors and Officers Liability Insurance Contract
				Based on Article 430-3, Paragraph 1 of the Companies Act, the Company has entered into a directors and officers liability insurance contract that includes all Directors and Executive Officers as the insured with an insurance company. The insurance contract covers legal damages and litigation expenses to be borne by the insured.   If the eleven (11) candidates are re-elected or elected and assume the positions of Director, each Director will be an insured in the insurance contract. The Company intends to renew the contract under the same conditions during the term of office.

 

∎ Criteria for Independence of Outside Directors

The Company’s board of directors will determine that an outside director is sufficiently independent from the Company if it determines that the said outside director satisfies the independence criteria stipulated by the Tokyo Stock Exchange and the requirements set forth below:

 

1.

He/She is not, and has never been, any of the following during the last year:

 

1)

a person who executes the business (*1) of a large shareholder (*2) of the Company;

 

2)

a person who executes the business of (i) a major customer (*3) of the Company, or (ii) a company of which the Company is a major customer;

 

3)

a person who executes the business of a major lender (*4) of the Company Group;

 

4)

a person who executes the business of an audit corporation which conducts statutory audits for the Company or a person who handles the audit functions of the Company;

 

5)

a consultant, an accounting specialist, or a legal expert (or, if the person in question is a corporation, an association, or any other similar organization, then a person who executes the business of that corporation, etc.) who receives a large amount (*5) of money, etc. from the Company, other than remuneration paid to directors of the Company

 

2.

No family member or close relative (*6) of the outside director currently falls or at any point of time during the last year fell under any of items 1) through 5) in paragraph 1 above.

[End]

Established on May 15, 2015

Partly amended on June 15, 2017

Partly amended on February 9, 2021

*1

A “person who executes the business” means an executive director, an executive officer, or an important employee including operating officer.

 

*2

A “large shareholder” means a shareholder who directly or indirectly holds shares representing 10% or more of the total number of voting rights of the Company as of the end of a fiscal year.

 

*3

A “major customer” means a customer of the Company where the annual amount of transactions between the customer and the Company exceeds 2% of the consolidated sales revenue of the Company or the said customer.

 

*4

A “major lender” means a financial institution from which the Company Group borrows, where the aggregate amount of such borrowings exceeds 2% of the amount of consolidated total assets of the Company or the financial institution as at the end of a fiscal year.

 

*5

A person receives a “large amount” if he/she receives consideration from the Company in excess of 10 million yen per year.

 

*6

A “family member or close relative” means a spouse or first or second degree relative of an outside director.

 

20

Corporate Governance Initiatives (reference)

 

∎

Basic Approach to Corporate Governance

The Company strives to enhance corporate governance as one of the most important tasks for its management, based on the Company’s basic principle, in order to further strengthen the trust of our shareholders/investors and other stakeholders; encourage timely, decisive and risk-considered decision-making; seek sustainable growth and the enhancement of corporate value over the medium- to long-term; and become “a company society wants to exist.”

In order to clearly segregate the supervisory function and execution function of management and to strengthen the supervisory function and to enable prompt and flexible decisions, the Company has “Nominating Committee,” “Audit Committee,” and “Compensation Committee,” each of which is composed of more than one half of Outside Directors, and has adopted a company with three committees structure which allows broad delegation of the business execution authority from Board of Directors to the Executive Officers.

We are making efforts to appropriately disclose corporate information including the release and disclosure of quarterly financial results and management policies in a timely and accurate manner to bolster trust and appreciation from shareholders/investors and other stakeholders. Going forward, we will continue to strive to ensure the transparency of our management.

For the Company’s basic approach to corporate governance, please refer to “Honda Corporate Governance Basic Policies” (the URL below).

“Honda Corporate Governance Basic Policies”

https://global.honda/en/investors/policy/governance.html

 

∎

Corporate Governance System (as of March 31, 2026)

 

 

21

Composition of the Board and Committees (as of March 31, 2026) &internal Director who concurrently serves as Executive Officer I Internal Director who does not concurrently serve as Executive Officer Board of Directors on-executives (8 persons Executives (4 persons) President and ExecutiveVice Presiden Directors Representative and Representativ Executive Officer ExecutiveOfficer I• I• I• I• sako Jir Toshihiro Noriy Suzuki Morisawa e Kaihara Senior Managing Managing Executive Outside Directors ExecutiveOfficer Officer I• I• I• I• I• I• I• I• Kunihiko Fumiya Yoichiro Kazuhiro Ryoko Mika Katsushi Eiji Sakai Kokubu Ogawa Higashi \Nagata Agatsuma Inoue Fujimura Nominating Committee Chairperson• • • • • I I I IFumiya Toshihiro Kunihiko Kazuhiro Mika Kokubu Mibe Sakai Higashi Agatsuma Audit Committe Chairperson • Yoichiro Asako Jiro Kunihiko Ryoko Ogawa Suzuki Morisawa Sakai Nagata Compensation Committee Chairperson • Kazuhiro Eiji Fumiya Yoichiro Higashi Fujimura Kokubu Ogawa Features of the Board of Directors • Ratio of Outside Directors is a half • All six (6) Outside Directors are Independent Directors • Majority of Directors do not concurrently serve as Executive Officers (66.6%) Features of the Three (3) Committees • Chairpersons of the committees are Outside Directors •Outside Directors account for the majority of members • Two (2) fu ll-time members are assigned to the Audit Committee

 

22

 

 

23

∎

Activities of the Board and Committees (FYE Mar. 31, 2026)

 

Board of Directors Chairperson Toshihiro Mibe (Director, President and Representative Executive Officer) In order to respond to the entrustment of the shareholders, the Board Specific matters considered during FYE Mar. 31, 2026 of Directors shall make decisions with respect to the basic • Business strategies and capital policy management policies of the Company Group and other equivalent • Reassessment of the automobile electrification matters and oversee the performance by the Directors and Executive strategy Officers of their duties, with the aim of achieving the sustainable • Quarterly consolidated financial statements and growth of the Company Group and enhancing the corporate value business outlook over the medium- to long-term. • Quarterly operational execution status In addition, the Board of Directors shall discuss and make decisions • Duty execution statuses of committees concerning matters specified in the regulations of the Board of Directors, as well as matters set forth in the articles of incorporation • Maintenance and operation ofthe internal control and applicable laws. All other matters shall be delegated to the system Representative Executive Officers or Executive Officers. • Internal audit results, etc. Nominating Committee Chairperson Fumiya Kokubu (Outside Director) The Nominating Committee shall make determinations regarding Specific matters considered during FYE Mar. 31, 2026 asic policies, annual activity plans the shareholders’ meeting, oversee president and director succession • Next-generation management candidates planning, and deliberate on other matters regarding the nomination • Director candidates, etc. of Directors. Audit Committee Chairperson Yoichiro Ogawa (Outside Director) The Audit Committee is responsible for deliberating on audits of duty Specific matters considered during FYE Mar. 31, 2026 execution by Directors and Executive Officers as well as implementing • Basic policies, annual activity plans auditing activities through dialogue with operating officers, • Quarterly audit implementation status conducting of auditing visits, etc. while working closely with • Annual audit implementation status and report on the accounting auditors and the internal auditing division. summary of the results of the consolidated financial statement review by accounting auditors • Internal audit implementation status, etc. Compensation Committee Chairperson Kazuhiro Higashi (Outside Director) The Compensation Committee shall make determinations regarding Specific matters considered during FYE Mar. 31, 2026 the details of compensation for each Director and Executive Officer as • Basic policy, annual activity plan well as deliberate on other matters concerning compensation for each • Officers’ performance evaluation Director and Executive Officer. • Performance evaluation standards for STI and LTI • The LTI and the stock delivery rules • Remuneration level, etc.

 

24

Corporate Governance Initiatives (reference)

 

∎

Creating Environment for Maximizing Outside Directors’ Effectiveness

Orientation for nominees

 The Company provides Outside Director nominees with training on industrial trends, the company’s history, businesses, finances, organizations, internal control system, etc.

Preliminary briefings and information sharing

 The Company holds a preliminary briefing before each Board meeting in order to provide Outside Directors with sufficient insights into the details and background of the agenda items to be escalated to the Board, their positions in medium-to-long-term management plan, and other basic prerequisites to ensure substantial discussions at Board meetings. In addition, we set up opportunities to share important information about the status of our company-wide risk management and medium- to long-term strategies for each business and hold discussions among Directors.

Discussion on management-related interests

 The Company held discussions on Directors’ interests to achieve alignment among the Outside Directors with respect to the Company Group’s long-term challenges and future direction and to help them better understand our management-related initiatives. We also aimed at incorporating their insights into discussions of our future management policies.

Dialogue with Executive Officers/among Outside Directors

 The Company provides opportunities for dialogue between Outside Directors and Executive Officers/Internal Directors as well as among Outside Directors as needed in order to enhance communication among Directors.

Site visits

 The Company held visits to our production, development and other business locations to help Directors better understand our businesses.

 

Visit to the all-solid-state battery demonstration 

production line at Honda R&D Co., Ltd. (Sakura) 

 

25

∎

Evaluation of the Effectiveness of the Board

 Each fiscal year, the Company conducts an evaluation of the overall effectiveness of the Board of Directors in order to confirm the current status of the Board’s functions, with the aim of further “improving its effectiveness” and “promoting understanding among shareholders and stakeholders.”

Evaluation Process

 

Evaluation Results

 

Summary of evaluation results

 The evaluation confirmed that the effectiveness of the Board of Directors has been generally adequately ensured. However, we have reinforced our governance structure in order to ensure the steady execution of each business strategy and to enable decisive and transparent decision-making.

 We will further enhance the effectiveness of the Board of Directors through prompt and appropriate agenda setting, timely provision of information on important management matters, and strengthening the Secretariat.

 

26

Business Report for the 102nd Fiscal Year

For the Period From: April 1, 2025 To: March 31, 2026

 

1.	OUTLINE OF BUSINESS

 

(1)	Review of Operations

 The economic environment surrounding Honda, its consolidated subsidiaries and its affiliates accounted for under the equity method (hereinafter, the “Honda Group”) in the fiscal year ended March 31, 2026 maintained a gradual recovery overall, although some regions showed weakness due to persistent uncertainty in international situations such as Ukraine, the Middle East, and the South China Sea, as well as trade policies of various countries. In the United States, the economy continued a moderate expansion, driven by increased capital investment and robust consumer spending. In Europe, the economy showed signs of pick up, although the pace varied from country to country. In Asia, the economy expanded in India, and the Indonesian economy continued its moderate recovery. In China and Thailand, the economic recovery was limited. In Japan, domestic demand, mainly driven by capital investment and consumer spending, supported the economy, and a gradual recovery continued.

 In the Honda Group’s principal markets, compared to the previous fiscal year, the motorcycle market expanded in Brazil, India, Vietnam, Indonesia, and Thailand. Compared to the previous fiscal year, the automobile market expanded in Thailand, India, China, Europe, and Brazil, while it was generally flat in the United States and Japan, and shrank in Indonesia.

 In these circumstances, driven by “our dreams”, the Honda Group is striving to further advance mobility products and services with our original technologies and ideas. By doing so, the Honda Group aspires to be a comprehensive mobility company which will play a leading role in society which will only be better in the future. Accordingly, in addition to “environment” and “safety” which have long been highlighted as important themes in our management, we have chosen “people” and “technology,” which drive the Honda Group’s growth, as well as “brand” that encompasses all corporate activities — our five non-financial indicators as key themes. We have been striving to generate both social and economic value by aligning these aspects with our financial strategy. On the research and development front, we made proactive efforts to develop safety and environmental technologies and advanced technologies to enhance the attractiveness of our products and transform mobility, utilizing open innovation with external partners. With regard to production, we strengthened our production structure and implemented production allocation to deal with changes in demand on a global basis. As for sales, we worked to enhance our product lineup through measures such as aggressively launching products that offer new value and delivering products globally.

 Honda’s consolidated sales revenue for the fiscal year ended March 31, 2026 increased by 0.5% from the fiscal year ended March 31, 2025 to JPY 21,796.6 billion, mainly due to increased sales revenue in the Motorcycle business, which was partially offset by decreased sales revenue in the Automobile business and negative foreign currency translation effects.

 An operating loss was recorded at JPY 414.3 billion, deteriorating by JPY 1,627.8 billion from the previous fiscal year, mainly due to the impact of EV (electric vehicle)-related losses as well as tariff impacts, which were partially offset by increased profit attributable to price and cost impacts. A loss before income taxes was recorded at JPY 403.3 billion, deteriorating by JPY 1,720.9 billion from the previous fiscal year, mainly due to the impact of EV-related losses. The bottom line was a loss for the year attributable to owners of the parent of JPY 423.9 billion, deteriorating by JPY 1,259.7 billion from the previous fiscal year. For the impact of EV-related losses, please refer to “Other Notes” in The Notes to the Consolidated Statutory Report.

 

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◾ Sales Revenue Breakdown

 

		Yen (millions)
		FYE Mar. 31, 2025 From April 1, 2024 to March 31, 2025 (Reference)				FYE Mar. 31, 2026 From April 1, 2025 to March 31, 2026				Change from the previous fiscal year (Reference)
														(%)
Grand Total			21,688,767				21,796,610				107,843				0.5
Japan			2,477,674				2,536,909				59,235				2.4
North America			12,798,361				12,578,818				-219,543				-1.7
Europe			938,453				1,005,509				67,056				7.1
Asia			4,108,992				4,094,879				-14,113				-0.3
Other Regions			1,365,287				1,580,495				215,208				15.8
Motorcycle Business			3,626,603				4,018,837				392,234				10.8
Japan			106,632				113,294				6,662				6.2
North America			347,504				351,787				4,283				1.2
Europe			379,432				395,855				16,423				4.3
Asia			2,078,498				2,256,555				178,057				8.6
Other Regions			714,537				901,346				186,809				26.1
Automobile Business			14,169,240				13,863,362				-305,878				-2.2
Japan			1,807,346				1,818,129				10,783				0.6
North America			9,384,627				9,213,428				-171,199				-1.8
Europe			459,756				503,217				43,461				9.5
Asia			1,954,479				1,765,985				-188,494				-9.6
Other Regions			563,032				562,603				-429				-0.1
Financial Services Business			3,507,766				3,529,484				21,718				0.6
Japan			474,753				506,920				32,167				6.8
North America			2,938,239				2,895,574				-42,665				-1.5
Europe			21,406				25,446				4,040				18.9
Asia			13,901				13,864				-37				-0.3
Other Regions			59,467				87,680				28,213				47.4
Power Products and Other Businesses			385,158				384,927				-231				-0.1
Japan			88,943				98,566				9,623				10.8
North America			127,991				118,029				-9,962				-7.8
Europe			77,859				80,991				3,132				4.0
Asia			62,114				58,475				-3,639				-5.9
Other Regions			28,251				28,866				615				2.2

 

Note:

For principal products and services, and functions of each business, please refer to “(7) Principal Business Activities.”

 

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Motorcycle Business

 Consolidated unit sales totaled 14,673 thousand, an increase of 7.2% from the previous fiscal year.

 

		Unit (Thousands)
		Honda Group Unit Sales																Consolidated Unit Sales
		Year ended Mar. 31, 2025				Year ended Mar. 31, 2026												Year ended Mar. 31, 2025				Year ended Mar. 31, 2026
										Change				%												Change				%
Motorcycle Business			20,572				22,101				1,529				7.4				13,685				14,673				988				7.2
Japan			224				205				-19				-8.5				224				205				-19				-8.5
North America			548				538				-10				-1.8				548				538				-10				-1.8
Europe			475				407				-68				-14.3				475				407				-68				-14.3
Asia			17,478				18,738				1,260				7.2				10,591				11,310				719				6.8
Other Regions			1,847				2,213				366				19.8				1,847				2,213				366				19.8

 

Note:

Honda Group Unit Sales is the total unit sales of completed products of Honda, its consolidated subsidiaries, its affiliates, and joint ventures accounted for using the equity method. Consolidated Unit Sales is the total unit sales of completed products corresponding to consolidated sales revenue from external customers, which consists of unit sales of completed products of Honda and its consolidated subsidiaries.

 With respect to Honda’s sales for the fiscal year by business segment, in Motorcycle business operations, sales revenue from external customers increased by 10.8% from the previous fiscal year, to JPY 4,018.8 billion, mainly due to increased consolidated unit sales. Operating profit totaled JPY 731.9 billion, an increase of 10.3% from the previous fiscal year, primarily due to sales impacts as well as an increase in profit attributable to price and cost impacts, which were partially offset by increased expenses and others.

Automobile Business

 Consolidated unit sales totaled 2,711 thousand, a decrease of 4.5% from the previous fiscal year.

 

		Unit (Thousands)
		Honda Group Unit Sales																Consolidated Unit Sales
		Year ended Mar. 31, 2025				Year ended Mar. 31, 2026												Year ended Mar. 31, 2025				Year ended Mar. 31, 2026
										Change				%												Change				%
Automobile Business			3,716				3,387				-329				-8.9				2,840				2,711				-129				-4.5
Japan			630				605				-25				-4.0				539				515				-24				-4.5
North America			1,654				1,605				-49				-3.0				1,654				1,605				-49				-3.0
Europe			93				90				-3				-3.2				93				90				-3				-3.2
Asia			1,182				929				-253				-21.4				397				343				-54				-13.6
Other Regions			157				158				1				0.6				157				158				1				0.6

 

Note:

Honda Group Unit Sales is the total unit sales of completed products of Honda, its consolidated subsidiaries, its affiliates, and joint ventures accounted for using the equity method. Consolidated Unit Sales is the total unit sales of completed products corresponding to consolidated sales revenue from external customers, which consists of unit sales of completed products of Honda and its consolidated subsidiaries. Certain sales of automobiles that are financed with residual value type auto loans, etc., by our Japanese finance subsidiaries and provided through our consolidated subsidiaries are accounted for as operating leases in conformity with IFRS and are not included in consolidated sales revenue from the external customers in our Automobile business. Accordingly, they are not included in Consolidated Unit Sales, but are included in Honda Group Unit Sales of our Automobile business.

In Automobile business operations, sales revenue from external customers decreased by 2.2% from the previous fiscal year, to JPY 13,863.3 billion, mainly due to decreased consolidated unit sales and negative foreign currency translation effects. An operating loss was recorded at JPY 1,411.1 billion, deteriorating by JPY 1,654.9 billion from the previous fiscal year, primarily due to the impact of EV-related losses and tariff impacts, which were partially offset by an increase in profit attributable to price and cost impacts.

Financial Services Business

Sales revenue from external customers in the Financial Services business operations increased by 0.6% from the previous fiscal year, to JPY 3,529.4 billion, mainly due to an increase in operating lease revenue, which was partially offset by a decrease in revenue from sales of leased vehicles as well as negative foreign currency translation effects. Operating profit decreased by 12.7% to JPY 275.5 billion from the previous fiscal year, mainly due to increased expenses.

 

29

Power Products and Other Businesses

 Consolidated unit sales in the Power Products business totaled 3,589 thousand, a decrease of 3.0% from the previous fiscal year.

 

		Unit (Thousands)
		Honda Group Unit Sales/ Consolidated Unit Sales
		Year ended Mar. 31, 2025				Year ended Mar. 31, 2026
										Change				%
Power Products Business			3,700				3,589				-111				-3.0
Japan			278				300				22				7.9
North America			1,020				927				-93				-9.1
Europe			651				712				61				9.4
Asia			1,413				1,295				-118				-8.4
Other Regions			338				355				17				5.0

 

Note:

Honda Group Unit Sales is the total unit sales of power products of Honda, its consolidated subsidiaries, its affiliates, and joint ventures accounted for using the equity method. Consolidated Unit Sales is the total unit sales of completed products corresponding to consolidated sales revenue from external customers, which consists of unit sales of power products of Honda and its consolidated subsidiaries. In the Power Products business, there is no discrepancy between Honda Group Unit Sales and Consolidated Unit Sales for the year ended March 31, 2025 and 2026, since no affiliates and joint ventures accounted for using the equity method were involved in the sale of Honda power products.

Sales revenue from external customers in the Power Products and Other businesses amounted to JPY 384.9 billion, roughly flat from the previous fiscal year. An operating loss was recorded at JPY 10.6 billion, deteriorating JPY 1.2 billion from the previous fiscal year, primarily due to increased expenses and negative foreign currency exchange effects, which were partially offset by an increase in profit attributable to sales impacts in the Power Products business. An operating loss was recorded for aircraft and aircraft engines included in the Power Products and Other businesses segment at JPY 37.2 billion, improving by JPY 1.6 billion from the previous fiscal year.

 

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(2)	Capital Expenditures

Capital expenditures during the fiscal year ended March 31, 2026, totaled JPY 751,380 million. The breakdown of capital expenditures by business segments was as follows:

 

		Yen (millions), %
Business Segment		FYE Mar. 31, 2025 (Reference)				FYE Mar. 31, 2026				Change in amount (Reference)				Change (%) (Reference)
Motorcycle Business			75,156				104,457				29,301				39.0
Automobile Business			445,707				627,753				182,046				40.8
Financial Services Business			149				193				44				29.5
Power Products and Other Businesses			16,415				18,977				2,562				15.6
Total			537,427				751,380				213,953				39.8
Equipment on operating leases			3,134,025				2,764,248				-369,777				-11.8

Note: Intangible assets are not included in the table above.

In addition to investments for new model introductions, Honda’s capital expenditure was predominantly utilized for expanding, rationalizing, and renovating manufacturing facilities as well as for expanding sales and R&D facilities.

 

(3)	Liquidity and Capital Resources

Honda meets its working capital requirements primarily through cash generated by operations, bank loans, and corporate bonds. The outstanding balance of liabilities for Honda’s manufacturing and sales businesses at the end of the fiscal year ended March 31, 2026 was JPY 1,238.8 billion.

In addition, the Company’s finance subsidiaries fund financial programs for customers and dealers primarily from medium-term notes, bank loans, securitization of finance receivables and equipment on operating leases, commercial paper, and corporate bonds. The outstanding balance of liabilities for Honda’s financial services subsidiaries at the end of the fiscal year ended March 31, 2026 was JPY 12,252.7 billion.

 

(4)	Preparing for the Future

 

1)

Management Policies and Strategies

The Honda Group has two fundamental beliefs: “Respect for the Individual,” and “The Three Joys” (the Joy of Buying, the Joy of Selling, and the Joy of Creating). “Respect for the Individual” calls on Honda to nurture and promote these characteristics in our company by respecting individual differences and trusting each other as equal partners. “The Three Joys” is based on “Respect for the Individual,” and is the philosophy of creating joy for everyone involved in Honda’s activities, with the joy of our customers as the driving force.

Based on these fundamental beliefs, the Honda Group strives to improve its corporate value by sharing joy with all people, and with its shareholders in particular, by practicing its mission statement: “Maintaining a global viewpoint, we are dedicated to supplying products of the highest quality, yet at a reasonable price for worldwide customer satisfaction.”

Driven by “our dreams,” the Honda Group is striving to further advance mobility products and services with our original technologies and ideas. By doing so, the Honda Group aspires to be a comprehensive mobility company which will play a leading role in society which will only be better in the future. In 2023, the Honda Group redefined the Global Brand Slogan, “The Power of Dreams,” to clearly articulate our desire to offer a broad range of mobility products and services as a comprehensive mobility company while addressing the two major societal challenges of the “environment” and “safety.” We hope to deliver the values of “enabling people to transcend constraints of time and space” and “augmenting their abilities and possibilities.” Powered by “our dreams,” the Honda Group will continue taking on challenges while fully demonstrating our original ideas and technologies.

 

 

2)

Business Environment and Direction of Our Responses

The business environment surrounding the Honda Group has come to a major turning point. Values are diversifying, the population is aging, urbanization is accelerating, climate change is worsening, and the industrial structure is changing due to progress in technologies such as the use of electric-powered motors, autonomous driving and IoT, all on a global basis. Additionally, with persistent uncertainty in international situations such as Ukraine, the Middle East, and the South China Sea, as well as trade policies of various countries, geopolitical risks have also become apparent. In these circumstances, in order to achieve future growth, the Honda Group needs to build positive relationships with all stakeholders involved in our corporate activities to solve long-term social issues, as well as constantly working to improve the quality of value we offer.

 

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In Automobile business, we made a major strategic shift towards the popularization of EV with a view that it will be the optimal solution from a long-term perspective. However, the expansion of the EV market in the U.S. has slowed down due to several factors, including the easing of fossil fuel regulations and revisions to EV subsidies. Due to a combination of factors, including our inability to flexibly respond to these changes in the business environment and deteriorating profitability of ICE (internal combustion engine)/hybrid vehicles caused by tariffs, the Honda Group’s automobile business has fallen into an extremely challenging earnings situation. In order to respond flexibly to rapid changes in the business environment, the Honda Group is reorganizing our strategic framework and reestablishing our competitive strengths. In light of the slowdown of the EV market expansion in the U.S., we will reassess our resource allocations and strengthen our hybrid models. As for regional business, in addition to the Honda Group’s main markets, namely Japan and the U.S., we will enhance the model lineup and cost competitiveness in India, where market expansion is expected. In other countries in Asia as well, we will strive to enhance our competitiveness by releasing next-generation hybrid models and reassessing resource allocations.

In Motorcycle business, driven by population and economic growth, demand continues to grow particularly in the Global South, including India. While we believe that EV will be the optimal solution from a long-term perspective, given that demand for EV has not grown as much as expected, we are making improvements in fuel economy and deploying flex-fuel models (Note) for ICE vehicles, in addition to expanding our lineup of electric motorcycles, in ways tailored to the realities in each region and the needs of our customers. The Honda Group will seize the dynamism of this growing market and lead its growth by swiftly introducing competitive products and providing high-quality services that are tailored to our customers.

In Power Products and Other businesses, while we believe the long-term global movement toward carbon neutrality will remain unchanged, the pace of electrification is slowing in certain markets due to factors such as relaxed environmental regulations and changes in trade policy trends. To respond to multifaceted changes in the market environment, we need to strategically strengthen both ICE and electrification and enhance our business resilience. Going forward, in the ICE business, the Honda Group will work to establish a stable revenue base by further strengthening the business structure, while accelerating resource investment in electrification and future technologies to enhance competitiveness in anticipation of the next generation.

 

Note:

An internal combustion engine vehicle capable of using multiple types of fuel (fuel with different blending ratios), such as gasoline mixed with ethanol.

Please visit our website for more information on the business environment and the direction of our responses. https://global.honda/en/investors/

 

3)

Financial Strategy

To enhance corporate value, we recognize the need to utilize both financial and non-financial capital to achieve sustainable cash flow growth and improve capital efficiency. To realize it, we will work on “strategic resource allocation over the medium- to long-term,” “strengthening management with an awareness of capital costs ” and “improving management quality and transparency through proactive dialogue.”

With the goal of “achieving carbon neutrality for all products and corporate activities the Honda Group is involved in by 2050,” we made a major strategic shift towards the popularization of EV with a view that it will be the optimal solution to realize carbon neutrality for small-size mobility products, including passenger cars, from a long-term perspective. However, the profitability of the Automobile business is currently declining due to the impact of changes in U.S. tariff policies on the ICE and hybrid vehicle business, a decline in the competitiveness of our products in Asia stemming from the impact of the allocation of more resources to EV development, and intensifying competition with the rise of new EV manufacturers. Furthermore, the expansion of the EV market in the U.S. has slowed down due to several factors, including the easing of fossil fuel regulations and revisions to EV subsidies.

In light of such changes in the market environment, as part of the reassessment of our product launch plans, we decided to cancel the development of a certain EV model, and to discontinue production or reduce production volume for EV models jointly developed under a certain alliance agreement. In addition, we recognized losses and expenses of JPY 279.3 billion for the Automobile business during the nine months ended December 31, 2025. Furthermore, given the current business environment where demand for EVs is declining significantly, as well as the risk of further future losses, we made a decision in March 2026 to cancel the development and launch of three EV models that had been planned for production in the U.S. In connection with the reassessment of the automobile electrification strategy, including the said cancelation, we estimate that additional losses in our consolidated financial results will be up to JPY 2.5 trillion in total (Note) for the fiscal year ended March 31, 2026 and the fiscal year ending March 31, 2027 or beyond.

To respond flexibly to these EV-related losses and current rapid changes in the business environment, the Honda Group is reorganizing its strategic framework and reestablishing our competitive strengths. In line with the reassessment of resource allocations following the EV lineup reduction, we will enhance the hybrid model lineup and strengthen our cost competitiveness. From a financial perspective, we will ensure disciplined spending control to shift towards a fixed cost structure appropriate for the scale of our business. We will flexibly implement initiatives toward the future introduction of EV models from a long-term perspective, while monitoring the balance between profitability and demand trends. Although there is a possibility that additional expenses and/or losses will be recorded in the fiscal year ending March 31, 2027 or later, we will maintain stable returns to shareholders by improving profitability of Automobile business with the enhancement of the lineup, including next-generation hybrid models, and leveraging solid earnings power and the cash-generating capability of Motorcycle and Financial Services businesses.

 

Note:

The amount is estimated based on information available to the Company as of March 31, 2026 and certain assumptions, and as this estimate includes risks and uncertainties, the actual amount to be recorded may differ from this estimate.

 

32

Please visit our website for more information on our financial strategy.

https://global.honda/en/investors/

4) Challenges to be Addressed Preferentially

The Honda Group first comprehensively extracts societal issues from the perspective of sustainability, prioritizes them in line with the Honda Group’s direction, and then identifies areas to focus on to determine the “priority issues.” Specifically, we have identified five areas: “environment” and “safety,” as well as “people” and “technology,” which are the driving forces behind the Honda Group’s growth, and “brand,” which can be considered the sum of all corporate activities. By linking initiatives in these nonfinancial areas with our financial strategy, we aim to create social and economic value.

<Five Key Themes>

1. Realization of a zero environmental impact of society

The Honda Group has set “realizing a zero environmental impact society” as one of the company-wide key themes for efforts to exhaustively reduce inter-linking environmental impact for sustainable corporate activities. To “realize a zero environmental impact society,” we envision CO₂ emissions neutrality by 2050, 100% utilization of carbon-free energy, and 100% use of sustainable materials, and are working on initiatives centered around the “Triple Action to ZERO,” a concept that consolidates three key initiatives: “carbon neutrality,” “clean energy,” and “resource circulation.”

 

 

33

2. To realize a zero traffic collision society

The Honda Group aims to achieve zero traffic collision fatalities involving Honda motorcycles and automobiles worldwide by 2050 (Note 1). As a milestone, Honda aims to halve the number of global traffic collision fatalities involving Honda motorcycles and automobiles worldwide by 2030 (Note 2). All motorcycles and automobiles registered, not limited to new vehicles, are included in the scope.

 

Notes:

1. Traffic accidents that occurred while riding Honda motorcycles and automobiles (including collisions with other parties such as pedestrians and bicycles). However, cases involving intentional and malicious violations of traffic rules or cases of driving while impaired by the use of alcohol, drugs, or other substances, are excluded.

2. To halve the number of traffic collision fatalities per 10,000 vehicles involving Honda motorcycles and automobiles worldwide by 2030 compared to 2020

3. The evolution of human capital management

The Honda Group’s human capital management involves forming a talent portfolio by backcasting from the desired future state, with the goal of becoming a “sustainably creating the joy and freedom of mobility and becoming the power that supports individuals who start moving toward their dreams,“ as outlined in the company-wide policies. In order to realize this, we have set two human capital materiality issues (Note) to be achieved from the perspectives of a medium to long term and a short to medium term. Further, two themes for each human capital materiality issue, a total of four main themes, are set.

 

Note:

Materiality: We select “Priority Issues” by comprehensively analyzing social issues from the perspective of sustainability, aligning them with Honda’s strategic direction, and defining the particularly focused issues for each priority issue as “materialities.”

4. Creation of innovative technologies

We are committed to expanding the possibilities of mobility and to achieving a future society with zero environmental impact and zero traffic collision fatalities. Having defined key focus areas, experts in each field lead technological development. Furthermore, the Honda Group collaborates with various research institutions worldwide to explore and integrate global knowledge. Strengthening collaboration with external parties through initiatives such as venturing is also one of our efforts for technology creation. We established a department responsible for corporate development in 2021, and have continued to strengthen its functions to enhance corporate competitiveness by consolidating internal and external knowledge, experience, and expertise. In addition, the Honda Group is actively creating new businesses through a bottom-up approach, leveraging associates’ unique ideas and technologies, and is taking on the challenge of solving social issues and creating new value.

5. Brand value enhancement

Honda’s brand has been built over time through all of its corporate activities alongside its customers since its founding. Even in the midst of a significant transformative period said to occur once in a century, enhancing the Honda brand and continuously increasing its value for the future is one of the most important challenges. To achieve this, the Honda Group redefined the Global Brand Slogan (GBS) “The Power of Dreams,” established in 2001, in 2023, and positioned it once again as the “starting point for all brand management.” The Honda Group will continue to place the GBS at the core of brand management and, through various products, services, and corporate activities, integrate individual brand identities with the valuable consistency as the Honda Group, further enhancing the overall value of the Honda brand. In brand management, we believe it is crucial to create synergies between “common values and thought as a company” and “the diversity and uniqueness of products and services” based on the unique personality of the Honda brand. As part of this, we are working on developing and expanding “brand assets” that serve as guidelines for various communications and branding practices to ensure valuable brand commonality on a global scale. We will aim to create an environment in which all associates working at the Honda Group can independently improve the quality of the brand.

Please visit our website for more information on five key themes.

https://global.honda/en/investors/

Through these company-wide activities, the Honda Group aims to be a company that society, which includes our shareholders, our investors and our customers, hopes to exist.

 

34

(5) Changes in Financial Position and Results of Operations of the Honda Group and the Parent Company

(a) Changes in Results of Operations and Financial Position of the Honda Group

 

		Yen (millions)
Category		IFRS
		FYE Mar. 31, 2023 99th fiscal year (From April 1, 2022 to March 31, 2023)				FYE Mar. 31, 2024 100th fiscal year (From April 1, 2023 to March 31, 2024)				FYE Mar. 31, 2025 101st fiscal year (From April 1, 2024 to March 31, 2025)				FYE Mar. 31, 2026 102nd fiscal year (From April 1, 2025 to March 31, 2026)
Sales revenue			16,907,725				20,428,802				21,688,767				21,796,610
Operating profit (loss)			780,769				1,381,977				1,213,486				(414,346	)
Profit (loss) before income taxes			879,565				1,642,384				1,317,640				(403,300	)
Profit (loss) for the year attributable to owners of the parent			651,416				1,107,174				835,837				(423,941	)
Basic earnings (loss) per share attributable to owners of the parent (Yen)			128.01				225.88				178.93				(106.06	)
Total assets			24,670,067				29,774,150				30,775,867				33,509,285
Equity attributable to owners of the parent			11,184,250				12,696,995				12,326,529				11,817,512
Equity per share attributable to owners of the parent (Yen)			2,239.98				2,629.37				2,835.96				3,035.91

 

Notes:		1.		Based on the provisions of Article 120-1 of the Ordinance of Companies Accounting, the Company’s consolidated financial statements have been prepared in accordance with IFRS.
		2.		The results of operations and financial position of the Honda Group are indicated based on IFRS terminology.
		3.		Basic earnings (loss) per share attributable to owners of the parent is calculated based on the average number of shares outstanding during each year. There were no significant potentially dilutive common shares outstanding.
		4.		Equity per share attributable to owners of the parent is calculated based on the number of shares outstanding at the end of each fiscal year.
		5.		As of the effective date of October 1, 2023, the Company implemented a three-for-one stock split of its common stock to shareholders as of the record date of September 30, 2023. Basic earnings (loss) per share attributable to owners of the parent and equity per share attributable to owners of the parent are calculated based on the assumption that the stock split had been implemented at the beginning of the year ended March 31, 2023.
		6.		Figures for the 99th fiscal year reflect the effect of changes in estimates related to product warranty expenses that occurred after the issuance of the consolidated financial statements prepared in accordance with the Companies Act.

 

35

(b) Changes in Results of Operations and Financial Position of the Parent Company

 

		Yen (millions)
Category		FYE Mar. 31, 2023 99th fiscal year (From April 1, 2022 to March 31, 2023)				FYE Mar. 31, 2024 100th fiscal year (From April 1, 2023 to March 31, 2024)				FYE Mar. 31, 2025 101st fiscal year (From April 1, 2024 to March 31, 2025)				FYE Mar. 31, 2026 102nd fiscal year (From April 1, 2025 to March 31, 2026)
Net sales			3,586,448				4,544,669				4,596,209				4,406,974
Operating income (loss)			(5,355	)			161,615				(12,992	)			(160,848	)
Ordinary income			647,422				859,011				1,025,746				529,933
Net income (loss)			630,759				692,695				930,050				(194,827	)
Net income (loss) per share (Yen)			123.95				141.32				199.10				(48.74	)
Total assets			4,316,643				5,026,367				4,501,503				4,446,052
Net assets			2,991,262				3,241,490				3,033,806				1,896,051
Net assets per share (Yen)			599.09				671.27				697.99				487.09

 

Notes:		1.		Figures in millions of yen are rounded down to the nearest million.
		2.		The decrease in operating income in the 102nd fiscal year compared to the 101st fiscal year is mainly due to decreased income due to fluctuations in sales. The decrease in ordinary income in the 102nd fiscal year compared to the 101st fiscal year is mainly due to a decrease in dividend income. The decrease in net income in the 102nd fiscal year compared to the 101st fiscal year is mainly due to transfer pricing adjustment.
		3.		As of the effective date of October 1, 2023, the Company implemented a three-for-one stock split of its common stock to shareholders as of the record date of September 30, 2023. Net income (loss) per share and net assets per share are calculated based on the assumption that the stock split had been implemented at the beginning of the year ended March 31, 2023.
		4.		For the 100th fiscal year, the Company reviewed its presentation method and reclassified certain extraordinary income and extraordinary losses to non-operating income and non-operating expenses, respectively. Accordingly, the figures for the 99th fiscal year have been restated to reflect this change in presentation.

 

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(6) Principal Subsidiaries

 

						Voting Rights		Principal Business Activities
Company Name				Capital		Ratio		Business Segment		Function
Honda R&D Co., Ltd.		(Saitama, Japan)		JPY 7,400 million		100.0%		Motorcycle Business Automobile Business Power Products and Other Businesses		Research and Development
Honda Finance Co., Ltd.		(Tokyo, Japan)		JPY 11,090 million		100.0%		Financial Services Business		Finance
American Honda Motor Co., Inc.		(U.S.A.)		USD 299 million		100.0%		Motorcycle Business Automobile Business Financial Services Business Power Products and Other Businesses		Coordination of Subsidiaries Operation / Research and Development / Manufacturing / Sales
American Honda Finance Corporation		(U.S.A.)		USD 1,366 million		*100.0%		Financial Services Business		Finance
Honda Development and Manufacturing of America, LLC		(U.S.A.)		USD 561 million		*100.0%		Automobile Business		Research and Development / Manufacturing
Honda Canada Inc.		(Canada)		CAD 226 million		*100.0%		Motorcycle Business Automobile Business Power Products and Other Businesses		Manufacturing / Sales
Honda Canada Finance Inc.		(Canada)		CAD 285 million		*100.0%		Financial Services Business		Finance
Honda de Mexico, S.A. de C.V.		(Mexico)		MXN 13,655 million		*100.0%		Motorcycle Business Automobile Business Power Products and Other Businesses		Manufacturing / Sales
Honda Motor Europe, Ltd.		(U.K.)		GBP 665 million		100.0%		Motorcycle Business Automobile Business Financial Services Business Power Products and Other Businesses		Coordination of Subsidiaries Operation / Sales
Honda Finance Europe plc		(U.K.)		GBP 38 million		*100.0%		Financial Services Business		Finance
Honda Motor (China) Investment Co., Ltd.		(China)		USD 138 million		100.0%		Motorcycle Business Automobile Business Power Products and Other Businesses		Coordination of Subsidiaries Operation
Honda Auto Parts Manufacturing Co., Ltd.		(China)		USD 200 million		*100.0%		Automobile Business		Manufacturing
Honda Motorcycle and Scooter India (Private) Ltd.		(India)		INR 3,100 million		*100.0%		Motorcycle Business		Manufacturing / Sales
Honda Cars India Limited		(India)		INR 10,727 million		*100.0%		Motorcycle Business Automobile Business Power Products and Other Businesses		Manufacturing / Sales
P.T. Honda Prospect Motor		(Indonesia)		USD 70 million		51.0%		Automobile Business		Manufacturing / Sales
Honda Malaysia Sdn Bhd		(Malaysia)		MYR 170 million		51.0%		Automobile Business		Manufacturing / Sales
Asian Honda Motor Co., Ltd.		(Thailand)		THB 10,888 million		100.0%		Motorcycle Business Automobile Business Financial Services Business Power Products and Other Businesses		Coordination of Subsidiaries Operation / Sales
Honda Automobile (Thailand) Co., Ltd.		(Thailand)		THB 5,460 million		*89.0%		Automobile Business		Manufacturing / Sales
Thai Honda Co., Ltd.		(Thailand)		THB 550 million		*72.5%		Motorcycle Business Power Products and Other Businesses		Manufacturing / Sales
Honda Vietnam Co., Ltd.		(Vietnam)		VND 1,190,822 million		*70.0%		Motorcycle Business Automobile Business		Manufacturing / Sales

 

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