🧾 What This Document Is

This is an exhibit to a Form 3 filing. A Form 3 is the first insider ownership report an executive or director files with the SEC when they first take a position. This specific document is a Power of Attorney—a legal form that lets someone else act on your behalf.

👉 Why it matters: Major companies like Honda have executives who need to file many forms with the SEC. To save time and ensure accuracy, they grant trusted colleagues the authority to handle this paperwork for them.

👥 Who Is Appointing Whom

• The Principal (The Boss): Takashi Imai (the "Filer"). Based on the context, he is likely an officer or director of Honda.
• The Attorneys-in-Fact (The Deputies): He appoints two Honda colleagues:
  1. Koichi Awano – General Manager of the Board of Directors Office.
  2. Kenji Ichinoseki – Department Manager of the Investor Relations Department.
• The Company: Honda Motor Co., Ltd.

⚖️ What The Deputies Can Do

The document lists six specific powers granted. In simple terms, Takashi Imai is letting Koichi Awano and Kenji Ichinoseki:

• Manage his SEC online account (EDGAR).
• Submit all official insider trading forms (Forms 3, 4, and 5) on his behalf.
• Handle any necessary applications and paperwork with the SEC to do the above.

👉 Why it matters: This is purely about administrative efficiency. The deputies handle the filing process, but Mr. Imai remains legally responsible for the accuracy of the information.

🔒 Protections and Promises

The document includes important legal clauses:

• No Assumption of Liability: The deputies and Honda are not taking on Mr. Imai's legal duty to comply with insider trading rules (Section 16).
• Clean Record Confirmation: Mr. Imai states he has not been criminally convicted or civilly banned from securities activities.
• Indemnification Agreement: Mr. Imai agrees to cover any legal costs or losses his deputies might face if they act in good faith based on the information he provides them.

🏢 Company Context: Honda Motor Co., Ltd.

• In simple terms: Honda is a global giant that makes cars, motorcycles, and power products.
• Insider Filing Reality: For a massive, publicly-traded company with many executives, filing insider ownership forms is a routine but critical compliance task. Delegating the mechanics to the Investor Relations and Board offices is standard practice for efficiency and consistency.

🌍 Why This Exists In The Big Picture

This document isn't about business strategy or financial results. It's a procedural, governance filing. Its presence signals that a new insider (Takashi Imai) has joined Honda's leadership team and is setting up the necessary systems to comply with U.S. securities laws. It's a behind-the-scenes look at how large corporations manage regulatory compliance.

🧠 The Analogy

Imagine you're going on a long trip and need someone to manage your bills at home. You'd give your most trusted person a signed letter to the bank and utility companies authorizing them to make calls and payments for you. This Power of Attorney is the corporate, SEC-approved version of that letter.

🧩 Final Takeaway

This is a routine but essential administrative filing. It shows Honda executive Takashi Imai has legally empowered two key colleagues in the company's Board and Investor Relations offices to handle his required insider ownership filings with the U.S. SEC, ensuring he stays in compliance with the law.