HNDAF Honda Motor Co Ltd (PK)

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 MAY 2024

COMMISSION FILE NUMBER: 1-07628

HONDA GIKEN KOGYO KABUSHIKI KAISHA

(Name of registrant)

HONDA MOTOR CO., LTD.

(Translation of registrant’s name into English)

1-1, Minami-Aoyama 2-chome, Minato-ku, Tokyo 107-8556, 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 100th Ordinary General Meeting of Shareholders of the Company has been uploaded to the Company’s website shown below.

https://global.honda/en/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: May 28, 2024

Securities Code Number: 7267

NOTICE OF CONVOCATION OF

THE 100TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD AT BELLESALLE SHINJUKU GRAND, TOKYO, JAPAN

ON JUNE 19, 2024 AT 10:00 A.M.

(This is an abridged translation of the original notice

in the Japanese language mailed on June 3, 2024

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 3, 2024

Start date of measures for electronic provision: May 27, 2024

To Shareholders:

Notice of Convocation of the 100th

Ordinary General Meeting of Shareholders

Dear Shareholders:

You are hereby notified that the 100th 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. 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 6:00 p.m. on Tuesday, June 18, 2024.

Particulars

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We will propose the election of the following twelve (12) Directors, including six (6) Outside Director candidates.

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

Websites on Which the Matters Subject to Electronic Provision Are Posted

Matters to Be Noted

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REFERENCE MATERIALS FOR THE GENERAL MEETING OF SHAREHOLDERS

The term of office of each of the eleven (11) current Directors is due to expire at the close of this general meeting of shareholders.

It is proposed that the following twelve (12) 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.

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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

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Shinji Aoyama

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Noriya Kaihara

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Eiji Fujimura

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Asako Suzuki

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Jiro Morisawa

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Kunihiko Sakai

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Fumiya Kokubu

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Yoichiro Ogawa

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Kazuhiro Higashi

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Ryoko Nagata

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Mika Agatsuma

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: Chairperson of the   Committee

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

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The Company has identified the following skills required for the Board of Directors to fulfill its role of making decisions with respect to the basic management policies of the Company Group and other equivalent matters and overseeing the performance by the Directors and Executive Officers of their duties, with the aim of achieving the “2030 Vision.”

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 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, 2024, he has properly fulfilled his duties 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.

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

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 Reasons for nomination as a candidate for position of Director

Mr. Shinji Aoyama has broad experience primarily in the area of sales and marketing in the Motorcycle Operations, 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, 2024, he has properly fulfilled his duties as Director, Executive Vice President and Representative Executive Officer and Chief Operating Officer by demonstrating strong leadership and contributing to the business from a global perspective, 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.

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 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, 2024, he has properly fulfilled his duties as Director, Senior Managing Executive Officer, and an officer responsible for North America by demonstrating strong leadership to increase the joy of customers and contributing to the business from a global perspective, 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.

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		Current position		Managing Executive Officer		Responsibilities		Chief Financial Officer Chief Officer for Corporate Management Operations
		●  Number of shares of the Company held 9,000 shares
		●  Special interest between the candidate and the Company      None
		●  Term of office as Director (as of the close of this Meeting)    –

 Reasons for nomination as a candidate for position of Director

Mr. Eiji Fujimura 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, 2024, he has properly fulfilled his duties as Chief Financial Officer and Chief Officer for Corporate Management Operations by demonstrating high degree of expertise and strong leadership, and being responsible for business execution of the entire Company Group.

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.

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

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		Current position		Director		Responsibilities		Member of the Audit Committee (Full-time)
		●  Number of shares of the Company held 78,800 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         12/12  (100%)     Audit Committee          10/10  (100%)
		●  Term of office as Director (as of the close of this Meeting) 3 years

 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, 2024, she has properly 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.

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		Current position		Operating Executive
		●  Number of shares of the Company held 29,700 shares
		●  Special interest between the candidate and the Company      None
		●  Term of office as Director (as of the close of this Meeting)    –

 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, 2024, he demonstrated high degree of expertise and strong leadership as President and Director of American Honda Finance Corporation and has achieved satisfactory results through contributing to the business from a global perspective.

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.

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

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		Current position		Director		Responsibilities		Member of the Nominating Committee Member of the Audit Committee
		●  Number of shares of the Company held    6,100 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         12/12 (100%)    Nominating Committee        9/9 (100%)    Audit Committee          10/10 (100%)
		●  Term of office as Outside Director (as of the close of this Meeting)    5 years

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 properly 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.

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.

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 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, and has abundant experience and deep insight regarding corporate management.

He has properly 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.

 3. Other matters related to the Outside Director candidate

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		Current position		Director		Responsibilities		Member of the Audit Committee (Chairperson) Member of the Compensation Committee
		●  Number of shares of the Company held    3,100 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          12/12 (100%)    Audit Committee            10/10 (100%)    Compensation Committee        9/9 (100%)
		●  Term of office as Outside Director (as of the close of this Meeting)    3 years

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 properly 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.

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.

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		Current position		Director		Responsibilities		Member of the Nominating Committee Member of the Compensation Committee (Chairperson)
		●  Number of shares of the Company held    3,100 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         12/12 (100%)    Nominating Committee        9/9 (100%)    Compensation Committee       9/9 (100%)
		●  Term of office as Outside Director (as of the close of this Meeting)    3 years

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 properly 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.

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.

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		Current position		Director		Responsibilities		Member of the Audit Committee
		●  Number of shares of the Company held    3,100 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         12/12 (100%)        Audit Committee          10/10 (100%)
		●  Term of office as Outside Director (as of the close of this Meeting)    3 years

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		Current position		–
		●  Number of shares of the Company held    –
		●  Special interest between the candidate and the Company    None
		●  Term of office as Outside Director (as of the close of this Meeting)    –

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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:

[End]

Established on May 15, 2015

Partly amended on June 15, 2017

Partly amended on February 9, 2021

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Corporate Governance Initiatives (reference)

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

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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 factories and other business locations to help Directors better understand our businesses.

				Visit to Honda Development and Manufacturing of  America, LLC (ELP)

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 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 adequately ensured. This has been achieved primarily through appropriate setting of items to be deliberated and meeting frequency, enhancement of opportunities to share information and exchange opinions for Outside Directors, including business site visits, and appropriate operation of the three committees.

 We will further enhance the effectiveness as a monitoring-type Board of Directors by further invigorating discussions within and outside of the Board of Directors, as well as by further strengthening collaboration between the Board of Directors and each of the three committees.

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Business Report for the 100th Fiscal Year

For the Period From: April 1, 2023 To: March 31, 2024

 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, 2024, showed signs of pick up due to the end of COVID-19 and the resolution of semiconductor supply shortages among other factors, although the future outlook remained uncertain due to the situation in Ukraine and the impact of inflation. In the United States, the economy expanded due to factors such as increased consumer spending despite monetary tightening. In Europe, the economy was in a weak tone due to sluggish consumer spending and production. In Asia, the economy recovered in India, moderately recovered in Indonesia, and picked up in Thailand, while the pick-up was at a standstill in China. In Japan, the economy gradually recovered, although there were signs of a standstill.

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

 In these circumstances, the Honda Group aims to become “the power that supports people around the world who are trying to do things based on their own initiative” in order to continue to be “a company society wants to exist.” To achieve this goal, we have selected the new key themes. Specifically, 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 important themes. We align these aspects with our financial strategy to effectively generate both social and economic value. 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, 2024, increased by 20.8% from the fiscal year ended March 31, 2023, to JPY 20,428.8 billion, mainly due to increased sales revenue in the Automobile business and positive foreign currency translation effects.

 Operating profit increased by 77.0%, to JPY 1,381.9 billion from the previous fiscal year, mainly due to increased profit attributable to price and cost impacts as well as sales impacts, which was partially offset by increased expenses. Profit before income taxes increased by 86.7%, to JPY 1,642.3 billion from the previous fiscal year. Profit for the year attributable to owners of the parent increased by 70.0%, to JPY 1,107.1 billion from the previous fiscal year.

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Motorcycle Business

 Consolidated unit sales totaled 12,219 thousand, an increase of 0.5% from the previous fiscal year.

 With respect to Honda’s sales for the fiscal year by business segment, in Motorcycle business operations, sales revenue from external customers increased by 10.7%, to JPY 3,220.1 billion from the previous fiscal year, mainly due to increased consolidated unit sales and positive foreign currency translation effects. Operating profit totaled JPY 556.2 billion, an increase of 13.8% from the previous fiscal year, primarily due to an increase in profit attributable to price and cost impacts, which was partially offset by increased expenses, including product warranty expenses.

Automobile Business

 Consolidated unit sales totaled 2,856 thousand, an increase of 19.9% from the previous fiscal year.

In Automobile business operations, sales revenue from external customers increased by 28.1%, to JPY 13,567.5 billion from the previous fiscal year mainly due to increased consolidated unit sales. Operating profit totaled JPY 560.6 billion, increased by JPY 577.2 billion from the previous fiscal year, primarily due to an increase in profit attributable to price and cost impacts as well as sales impacts, which was partially offset by increased expenses.

Financial Services Business

Sales revenue from external customers in the Financial Services business operations increased by 10.0%, to JPY 3,248.8 billion from the previous fiscal year mainly due to an increase in loan revenue and positive foreign currency translation effects. Operating profit decreased by 4.2% to JPY 273.9 billion from the previous fiscal year, mainly due to increased expenses, which was partially offset by positive foreign currency effects.

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Power Products and Other Businesses

 Consolidated unit sales in the Power Products business totaled 3,812 thousand, a decrease of 32.5% from the previous fiscal year.

Sales revenue from external customers in the Power Products and Other businesses decreased by 13.0%, to JPY 392.2 billion from the previous fiscal year, mainly due to decreased consolidated unit sales in the Power Products business. Operating loss totaled JPY 8.8 billion, a deterioration of JPY 31.7 billion from the previous fiscal year, primarily due to a decrease in profit attributable to sales impacts in the Power Products business. Operating loss of aircraft and aircraft engines included in the Power Products and Other businesses segment was JPY 32.9 billion, with a deterioration by JPY 7.1 billion from the previous fiscal year.

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◾ Sales Revenue Breakdown

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Capital expenditures during the fiscal year ended March 31, 2024, totaled JPY 387,986 million. The breakdown of capital expenditures by business segments was as follows:

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.

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, 2024 was JPY 863.0 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, 2024 was JPY 9,308.5 billion.

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.”

As a mobility company, we must sincerely address the difficult challenges of achieving “zero environmental impact” and “absolute safety.” By realizing the future mobility Honda dreams of and a mobility society people desire, while addressing societal values in the areas of the environment and safety, Honda aspires to chart a new trajectory of growth as a company.

Amidst this era of significant transformation, which we position as the “second founding” of Honda, we have made progress toward various initiatives. However, in order for all of us at Honda to work together cohesively toward a common purpose at an accelerated speed, we recognized the importance of re-clarifying “what we truly strive for” and “what value we offer.” Thus, we redefined the Honda Global Brand Slogan – The Power of Dreams –.

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<Redefinition of the Honda Global Brand Slogan>

There are two value propositions the Honda Group wants to continue offering – One is to enable people to “transcend various constraints such as time and place,” and the other is to enable people to “augment their abilities and possibilities.” The future mobility we dream of and a mobility society people desire lie ahead of us as we continue to thoroughly pursue these value propositions. Therefore, we defined the two values we provide as “Transcend” and “Augment.”

Transcend: “Go beyond the limits”

Honda aims to create the significant value of “transcending the constraints of time” and “transcending the constraints of place” via mobility.

Augment: “Making something greater”

Honda aims to provide the value of “augmenting people’s possibilities” to enable people to become capable of doing something that they could not do before through the use of various mobility products and services.

Furthermore, it is the creativity of each and every one of us at Honda that becomes the key to creating the value proposition of Honda. With the key word of “Create,” all of us who work together at Honda will set high goals and take on challenges without being afraid of changes, to “create” something which will generate new value for our customers.

By “moving people physically” as a mobility company and “moving people’s hearts” – How we move you. – through the value we provide, Honda aims to become “the power that supports people around the world who are trying to do things based on their own initiative” in order to continue to be “a company society wants to exist.”

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 the worsening situation in Ukraine and the Middle East, global fragmentation has accelerated and geopolitical risks have also become apparent. Furthermore, the Honda Group needs to build positive relationships with all stakeholders involved in our corporate activities to solve long-term social issues. Working to improve the quality of providing value is essential to achieve future growth.

In Automobile business, a wide variety of products have been introduced into the EV (electric vehicle) market. It is becoming increasingly challenging for Honda to differentiate its products by traditional strengths like performance of engines and others. With electrification on the rise, there’s an anticipated surge in demand for minerals like nickel, lithium and cobalt, all essential for battery production. This has raised concerns about potential skyrocketing battery prices due to possible shortages in these raw materials. The Honda Group is taking proactive measures against such risks, especially in parts procurement, including batteries. Our focus is on promoting recycling, reusing materials and incorporating sustainable materials, aligning with the vision of a resource circulation.

Motorcycle business is anticipated to sustain its market expansion, particularly in emerging countries characterized by burgeoning young populations. Additionally, environmental awareness is growing as governments establish electrification targets not only in developed nations but also in emerging economies. The electrification of mobility is expected to be a solution, while on the other hand, the demand for electric vehicles in emerging countries is significantly influenced by government incentives. Moreover, challenges persist on the infrastructure side, including stable power supply and the development of charging networks. Amidst the uncertainties related to the shift to electric vehicles, we will optimize resource allocation by identifying markets where demand for internal combustion engine (ICE) vehicles persists and where electrification is progressing. We will harness the Honda Group’s strengths to distinguish ourselves from emerging electric vehicle manufacturers.

In Power Products and Other businesses, against the backdrop of increasing environmental regulations, there is a growing shift towards electrification in the domain of small-scale construction equipment and gardening, particularly in the realm of “small-scale” and “short-duration operation” products. Conversely, the demand for ICE products persists, fueled by their attributes such as “high power output and extended operation hours” and their “cost-effectiveness,” well-suited to specific applications. Thus, Honda comprehends the imperative to cater to the diversified market demands, adroitly steering its environmental endeavors in the ICE sphere even as it maintains an unwavering focus on electrification.

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Considering the business environment, the Honda Group has exhaustively identified social issues from sustainability point of view and has selected challenges to be addressed preferentially in accordance with the direction the Group is aiming for. Specifically, the Group has selected five non-financial areas as key themes: “environment” and “safety,” which are the key management themes the Group has long committed to; “human” and “technology,” which are our engines for growth; and “brand,” which could be regarded as the sum of all corporate activities. By linking these themes with our financial strategies, the Honda Group will create social values and economic values.

<Five Key Themes>

1. Realization of a zero environmental impact of society

The Honda Group seeks to realize a society with zero environmental impact throughout the lifecycle of its products and corporate activities by 2050. Efforts will be centered around the Triple Action to ZERO program, which integrates three elements—carbon neutrality, clean energy and resource circulation—within a single initiative.

a. Carbon neutrality

In the Automobile business, as a medium- to long-term goal, we aim to increase the sales ratio of EVs (electric vehicles) and FCVs (fuel cell vehicles) to 100% globally by 2040 by building a global EV production system that will produce more than 2 million units per year by 2030.

To achieve this goal, the Honda Group will expand its EV lineup, establish multiple battery procurement methods, expand recharging services, accelerate software development, and build a global electric vehicle production system at Honda.

EV lineup expansion

Battery strategy

For batteries, we will address the rapid pace of electrification by formulating a variety of battery procurement strategies to meet both current and anticipated needs. We plan to initiate mass production of batteries in North America by 2025 through a joint venture with LG Energy Solution Ltd., aiming to establish a new value chain. For the procurement of essential minerals, we have formed partnerships with Hanwa Co., Ltd. and POSCO Holdings Inc. Additionally, we collaborate with Ascend Elements, Inc. and Cirba Solutions, LLC in the recycling sector. From the late 2020s, we will not only advance our liquid lithium-ion batteries but also develop and introduce next-generation batteries, including semi-solid-state and all-solid-state varieties. To enhance the performance of our liquid lithium-ion batteries, we will collaborate with GS Yuasa Corporation to develop high-capacity and high-power versions specifically for EVs, supporting Japan’s rapid electrification. Furthermore, our investment in SES AI Corporation will bolster the joint development of semi-solid-state batteries. Our goal is to produce batteries that are safe, have high capacity and exhibit increased durability. Regarding all-solid-state batteries, we’re ramping up efforts to initiate a demonstration line in Sakura City, Tochigi Prefecture by 2024, targeting a market launch by the late 2020s.

Charging and infrastructure strategy

We are actively working on expanding charging services in line with our growth in the EV market. To promote the adoption of EVs in North America, seven companies, including Honda’s U.S. subsidiary, American Honda Motor Co., Inc., BMW Group, General Motors (GM), Hyundai, Kia, Mercedes-Benz Group and Stellantis N.V., have agreed to form a joint venture. Their goal is to establish a high-capacity EV charging network across the U.S. and Canada. The first charging station is slated to open in the U.S. by the summer of 2024, with subsequent expansions focusing initially on metropolitan areas and major highways. For home charging, we will utilize Honda Smart Charge, an established EV charging service in North America, and plan to gradually introduce smart energy services that leverage the power supply capabilities of EVs.

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SW (Software) strategy

Under the “Software-Defined Mobility” concept, which delineates the value of both hardware and services, we are accelerating our software development. Specifically, Honda is advancing the E&E architecture and developing its unique vehicle OS, aiming for its adoption in the mid-size and large EVs set to launch in North America in 2025. Using this vehicle OS as a foundation, Honda will continue to evolve its in-vehicle software, offering advanced functions and services even after the vehicle purchase. Furthermore, we will swiftly provide digital services highly compatible with EVs, centered on safety, comfort and reliability. These services, designed with a focus on UX, will be offered under a unified management, including user-friendly charging guidance and other appealing features.

EV production system

In response to the rapid electrification worldwide, we are advancing the establishment of an electric vehicle production system globally within Honda. In North America, Honda has identified its three existing plants in Ohio (Marysville and East Liberty, which produce automobiles, and the Anna Engine Plant, which manufactures automobile powertrains) as central locations for EV production. While utilizing these existing facilities, we are constructing efficient and highly flexible EV production lines.

Moreover, with regard to the battery strategy and EV production system, we announced in April 2024 that we will start a full-scale study to establish a comprehensive EV value chain in Canada in order to strengthen the EV supply system for the future increase in demand for EVs in North America. This value chain includes the establishment of a production system in Canada for key battery components, such as separators and cathode materials, through the formation of a joint venture with a partner company, as well as the construction of a complete vehicle plant exclusively for EVs and an EV battery plant.

In the Motorcycle business, the Honda Group’s motorcycles meet the mobility needs of customers around the world and are used by a wide range of customers. We will continue to develop electric motorcycle platforms that meet the needs of customers in each country by leveraging our competitive manufacturing technology and know-how accumulated through the development of the ICE vehicle platform. We will lead the global electrification of motorcycles by delivering the same joy of mobility at a reasonable price for electric vehicles as for ICE vehicles through highly efficient manufacturing. We aim to introduce, by 2026, a total of 10 models or more of electric motorcycles worldwide, with annual sales of 1 million units, and to expand, by 2030, our product lineup with sales of 4 million units.

To achieve this goal, we will leverage our strengths: a complete product lineup expansion; development, production, and procurement capabilities; advanced connectivity added to the basic performance of “accelerating/cruising, turning, and stopping;” and integrated online and offline customer touchpoints utilizing our sales network consisted of 30,000 dealership locations.

Complete product lineup expansion

The Honda Group will accelerate its efforts to develop a full lineup of electric motorcycles by aggressively introducing a total of 30 models or more by 2030, including super sports, off-road, kids bikes and ATVs. We will also cater to a wide range of customer demands by offering two types of battery systems: a battery replacement system and a plug-in charging system with fixed batteries, from which customers can choose depending on their environment.

Development, production and procurement strategies

For the development of electric motorcycles, in the form of a modular platform, the battery, power unit and chassis of electric motorcycles are modularized respectively, and by combining such modules, a wide range of variations can be developed. This will enable Honda to quickly and efficiently introduce a number of models that accommodate the diverse needs of its customers around the world. For the production, Honda will initially utilize its existing infrastructure for ICE models. However, in order to build a solid production system and capability and further increase its competitiveness toward the achievement of the 2030 sales target of 4 million units, Honda will begin the operation of dedicated electric motorcycle production plants, globally, beginning around 2027. As for procurement, the current method of purchasing by functional components will be revised so that procurement can be done by component parts in the future. In addition, Honda will strive to reduce the cost of materials and logistics to increase the competitiveness of its procurement system and capability.

SW (Software) strategy

Connectivity is one of the features that will be significantly advanced with electric motorcycles. Advanced connectivity will enable post-purchase software updates, including the addition of new functions, through OTA (over-the-air) or other formats. In the future, data obtained and accumulated from both ICE and electric models will be utilized to understand the needs of customers based on the data of how those motorcycle models are being used. This will enable the Honda Group to offer customer experiences that only it can offer, including functions to enable the customer to make new discoveries and achieve enhanced safety.

Integrated online and offline customer touchpoints

In the electric motorcycle business, the Honda Group will improve customer convenience by offering online sales that allow customers to purchase motorcycles without going to a dealer in person, while also providing the peace of mind to customers through services provided by the Honda Group’s existing global sales network of more than 30,000 dealership locations. By combining the strengths of existing dealerships and enhanced online services, we will offer more integrated online and offline customer touchpoints that provide customers with more convenience and peace of mind.

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In addition, we will accelerate our endeavors to achieve carbon neutrality, transcending mere electrification. Our efforts will encompass enhancements in fuel efficiency within the internal combustion engine (ICE) realm and technologies compatible with bioethanol fuel, all while adapting to the distinctive features of different regions.

Within the realm of electric product development in the Power Products business, our focal point resides in the electrification of small-scale construction equipment and gardening domain. Additionally, we are set to extend the reach of the “Honda Mobile Power Pack e:,” a portable and interchangeable battery introduced in the motorcycle business, to the sphere of power products. In the small-scale construction equipment domain, our strategy revolves around leveraging our established B2B customer base from the core business to promote electrification. We will support the electrification of finished equipment manufacturers through the sale and installation assistance of the electric power unit “eGX.” Beyond existing clientele, our efforts encompass the expansion of product integration to regions anticipated to adopt electrification in the future. Leveraging our strengths in the gardening domain, meticulously nurtured through attributes like the “precise cutting” ability and “endurance” of our walk-behind lawnmowers, we have solidified our presence. As we drive efficient development and production methodologies, we are poised to accelerate electrification, with external partnerships as a potential avenue. In the marine equipment domain, we are embarking on the initiation of demonstration trials for electric propulsion systems designed for small watercraft, anticipating future regulations pertaining to the utilization of internal combustion engines in lakes.

While flexibly responding to the diversified needs of different countries and regions, we will assess the market entry for ICE products, leverage synergistic benefits with the motorcycle business and pursue efficient operations in the development and production areas such as component sharing, production optimization and procurement streamlining. Through these efforts, we aim to enhance product appeal in the production realm as well and strengthen the business foundation for electrification. At the same time, we aim to enhance environmental performance through improvements in fuel efficiency and technologies compatible with carbon-neutral fuels. This will enable us to offer even more competitive products and services.

b. Clean energy initiatives

To address energy issues, the Honda Group aims to use clean energy both in corporate activities and during product use. In addition, through the establishment of CO₂ reduction technologies and the use of clean energy through the utilization of renewable and other energy sources, we will make the Automobile Plant of Saitama Factory in Japan our first carbon neutral plant in FY2026. In developing these initiatives globally, we are also building a system to promote information sharing between business sites and regions.

c. Resource circulation initiatives

To address the effective utilization of resources, the Honda Group will strive to develop products and establish systems that use sustainable materials with no environmental impact. In corporate activities, we aim to achieve zero industrial water intake and zero industrial waste at Honda plants by 2050. Honda is actively utilizing recycled resources while working to stabilize the procurement of materials, including important minerals. At the same time, we will contribute to the reduction of CO₂ emissions and energy consumption by researching advanced recycling technologies and promoting the establishment of a circular value chain, thereby contributing to a circular economy. We will continue our efforts to establish a circular economy.

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. As a milestone, Honda aims to halve the number of global traffic collision fatalities involving Honda motorcycles and automobiles worldwide by 2030.

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The Honda Group safeguards against accidents caused by various factors by evolving separately and combining three elements: Ability to People (awareness-building activities), Mobility Performance (technological development) and the Traffic Ecosystem (collaboration with others and system/service development).

A major challenge as we move toward 2030 is fatal accidents involving motorcycles in emerging countries. The Honda Group is conducting educational activities targeting a wide range of people and incorporating safety equipment into motorcycles, such as advanced braking systems of ABS (Note 1) and CBS (Note 2), and headlights that provide better visibility to riders and make them more visible by other road users. For automobiles, we actively promote the functional evolution and dissemination of advanced driver assistance systems (ADAS), effectively reducing accidents in emerging and developed countries.