{"url_path":"/sec/hmc/10-k/2026/item-12","section_key":"item-12","section_title":"Item 12 Description of Securities Other than Equity Securities","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-06-18","source_url":"https://www.sec.gov/Archives/edgar/data/715153/0001193125-26-274991-index.html","accession_number":"0001193125-26-274991","cik":"0000715153","ticker":"HMC","issuer_name":"HONDA MOTOR CO LTD","edgar_url":"https://www.sec.gov/Archives/edgar/data/715153/0001193125-26-274991-index.html","primary_entity_key":"0000715153","primary_entity_name":"HONDA MOTOR CO LTD"},"word_count":793,"has_tables":true,"body_markdown":"Item 12. Description of Securities Other than Equity Securities\n\nA. Debt Securities\n\nNot applicable.\n\nB. Warrants and Rights\n\nNot applicable.\n\nC. Other Securities\n\nNot applicable.\n\nD. American Depositary Shares\n\n3. Fees and charges\n\nJPMorgan Chase Bank, N.A., as ADR depositary, collects fees for delivery and surrender of ADSs directly from investors, or from intermediaries acting for them, depositing ordinary shares or surrendering ADSs for the purpose of withdrawal. The ADR depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of the distributable property to pay the fees.\n\nThe charges of the ADR depositary payable by investors are as follows:\n\n \n\nCategory\n(as defined by SEC)\n\n  \n\nDepositary Actions\n\n \n\nAssociated Fee\n\n(a) Depositing or substituting the underlying shares\n\n  \n\nEach person to whom ADRs are issued against deposits of Shares, including without limitation, deposits and issuances in respect of:\n\n \n\n•\n\nShare distributions, stock split, rights, merger\n\n \n\n•\n\nExchange of securities or any other transaction or event or other distribution affecting the ADSs or the deposited securities\n\n \nUSD 5.00 for each 100 ADSs (or portion thereof) evidenced by the new ADRs delivered\n\n(b) Receiving or distributing dividends\n  \nAny Cash distribution made, or for any elective cash/ stock dividend offered.\n \nUSD 0.05 or less per ADS\n\n \n\n138\n\n##### Table of Contents\n\nCategory\n(as defined by SEC)\n\n  \n\nDepositary Actions\n\n \n\nAssociated Fee\n\n(c) Selling or exercising rights\n  \nDistribution or sale of securities, the fee being in an amount equal to the fee for the execution and delivery of ADSs which would have been charged as a result of the deposit of such securities\n \nUSD 5.00 for each 100 ADSs (or portion thereof)\n\n(d) Withdrawing an underlying security\n  \nAcceptance of ADRs surrendered for withdrawal of deposited securities\n \nUSD 5.00 for each 100 ADSs (or portion thereof) evidenced by the ADRs surrendered\n\n(e) Transferring, splitting or grouping receipts\n  \nTransfers, combining or grouping of depositary receipts\n \nNot applicable\n\n(f) General depositary services, particularly those charged on an annual basis\n  \nServices performed by the depositary in administering the ADSs\n \nAn aggregate fee of USD 0.05 or less per ADS per calendar year (or portion thereof) which fee may be charged on a periodic basis during each calendar year and shall be assessed against holders as of the record date or record dates set by the depositary during each calendar year and shall be payable at the sole discretion of the depositary by billing such holders or by deducting such charge from one or more cash dividends or other cash distributions\n\n \n\nCategory\n\n  \n\nDepositary Actions\n\n \n\nAssociated Fee\n\n(g) Expenses of the depositary\n  \nExpenses incurred on behalf of holders in connection with\n \n\n  \n\n•\n\nThe servicing of the shares or other deposited securities, the sale of securities (including, without limitation, deposited securities), the delivery of deposited securities or otherwise in connection with the depositary’s or its custodian’s compliance with applicable law, rule or regulation.\n\n \nFees for the reimbursement of such fees, charges and expenses may be charged on a periodic basis during each calendar year and shall be assessed on a proportionate basis against holders as of the record date or record dates set by the depositary during each calendar year and shall be payable at the sole discretion of the depositary by billing such holders or by deducting such charge from one or more cash dividends or other cash distributions.\n\n  \n\n•\n\nStock transfer or other taxes and other governmental charges.\n\n \nFees for such charges to be payable by the holders or persons depositing shares.\n\n  \n\n•\n\nSWIFT, telex and facsimile transmission and delivery charges incurred at the request of persons depositing, or holders delivering shares, ADSs or deposited securities.\n\n \nFees for such charges to be payable by the persons depositing or holders delivering shares, ADSs or deposited securities.\n\n \n\n139\n\n##### Table of Contents\n\nCategory\n\n  \n\nDepositary Actions\n\n \n\nAssociated Fee\n\n  \n\n•\n\nTransfer or registration fees for the registration or transfer of deposited securities on any applicable register in connection with the deposit or withdrawal of deposited securities.\n\n \nFees for such charges to be payable by the persons depositing shares or holders withdrawing deposited securities.\n\n  \n\n•\n\nIn connection with the conversion of foreign currency into U.S. dollars, transferring foreign currency or U.S. dollars to the United States, obtaining any approval or license of any governmental authority required for such conversion or transfer or making any sale.\n\n \nTo be deducted from cash distributed to holders.\n\n4. Direct / Indirect Payment Disclosure\n\nThe Depositary has agreed to contribute to Honda a portion of certain fees received by the Depositary under the deposit agreement. From April 1, 2025 to March 31, 2026, such contributions totaled US$4,462,342.57. Additionally, from April 1, 2025 to March 31, 2026, the Depositary waived US$389,414.15 in expenses related to the Ordinary General Meeting of Shareholders.\n\n \n\n140\n\n##### Table of Contents\n\nPART II"}