Notice Concerning Determination of Selling Price, etc.

TOKYO, Japan, July 17, 2024 – Honda Motor Co., Ltd. (the “Company”) hereby announces that it has determined the selling price, etc. concerning the secondary offering of its common stock by an approval at the meeting of the Executive Council held on July 4, 2024, as described below.

Particulars

1. Secondary Offering of Shares by way of Purchase and Subscription by the Underwriters

(1)

Selling price

Per share: 1,664.5 yen

(2)

Total amount of the selling price

432,569,760,650 yen

(3)

Underwriters’ purchase price

Per share: 1,613.02 yen

(4)

Total amount of the underwriters’ purchase price

419,191,153,694 yen

(5)

Share delivery date

Wednesday, July 24, 2024

Note:

The underwriters shall purchase the shares at the underwriters’ purchase price and offer them at the selling price.

2. Secondary Offering by way of Over-allotment

(1)

Number of shares to be offered

38,981,900 shares

(2)

Selling price

Per share: 1,664.5 yen

(3)

Total amount of the selling price

64,885,372,550 yen

(4)

Share delivery date

Wednesday, July 24, 2024

References

1. Calculation of Selling Price

(1)

Calculation reference date and price

Wednesday, July 17, 2024 1,716.0 yen

(2)

Discount rate

3.00 %

2. The Number of Shares to be Offered by way of Purchase and Subscription by the Underwriters:

259,879,700 shares
Of the above shares offered, 47,772,300 shares will be sold to investors in overseas markets such as Europe and Asia (excluding the United States and Canada).

3. Syndicate Cover Transaction Period

From Saturday, July 20, 2024 through Friday, August 16, 2024

Note:
This press release was not created for the purpose of offering for sale or soliciting offers for purchase for the shares of our common stock. In addition, this press release does not constitute an offer to sell or a solicitation of an offer to purchase any securities in the United States or elsewhere. The shares of our common stock referred to above have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration thereunder or an applicable exemption from registration requirements. The shares of our common stock referred to above will not be publicly offered or sold in the United States.