Notice Regarding Amendments to the Articles of Incorporation

February 12, 2009

Yamaha Motor Co., Ltd. (the “Company”) announced that, at the meeting of the Board of Directors held on February 12, 2009, the Company resolved to propose a “Amendments to the Articles of Incorporation” at the 74^th Ordinary General Meeting of Shareholders to be held on March 25, 2009, as described below.

1. Reasons for the Proposed Amendments

(1)	The Company will change the maximum number of shares to be issued from 600,000,000 shares to 900,000,000 shares, in order to allow the Company to improve its financial standing by taking measures for flexible fundraising using shares in response to the changing business environment as global financial conditions become more complicated. (Proposed Amendments, Article 6)

(2)	All listed shares were concurrently converted into book-entry transfer shares (the so-called electronization of share certificates) as a result of enforcement, on January 5, 2009, of the “Law for Partial Amendments to the Law Concerning Book-Entry Transfer of Corporate Bonds and Other Securities for the Purpose of Streamlining the Settlement of Trades of Stocks and Other Securities” (enacted on June 9, 2004, Law No. 88, 2004). Consequently, the Company will delete a provision based on the assumption of the existence of stock certificates and amend other relevant provisions.

(3)	The Company will establish a Supplementary Provision in order to stipulate provisional measures relating to the above amendment. (Proposed Amendment, Articles 1 and 2 of the Supplementary Provision)

2. Details of the Proposed Amendments

Current Articles of Incorporation

Proposed Amendments

Article 1

(Text omitted)

(No change)

Article 5

(Maximum Number of Shares to Be Issued)

Article 6

The maximum number of shares which the Company can issue is 600,000,000.

The maximum number of shares which the Company can issue is 900,000,000.

(Issuance of Stock Certificates)

(Deleted)

Article 7

The Company shall issue certificates for stocks.

(Acquisition of Own Shares)

Article 8

(Text omitted)

Article 7

(No change)

(Number of Shares Per Unit and No Issue of Any Shares Less Than One Unit)

(Number of Shares Per Unit)

Article 9

Article 8

The number of the Company's shares per unit is one hundred (100) shares.

2.	The Company shall not issue any share certificates for shares less than one unit (hereafter referred to as “fractional unit shares”) regardless of the provisions in Article 7, unless the Share Handling Regulations stipulate otherwise.

(Deleted)

(Rights of Shareholders Holding Fractional Unit Shares)

Article 10

Article 9

Shareholders holding fractional unit shares of the Company (including beneficial shareholders, hereafter the same) are not entitled to exercise any rights except the following:

Shareholders holding fractional unit shares of the Company are not entitled to exercise any rights except the following:

	Rights provided in each item of Paragraph 2 of Article 189 of the Corporation Law;
	Rights to make a demand in accordance with the provisions in Paragraph 1 of Article 166 of the Corporation Law;
	Rights to receive allocation of subscription for share acquisition rights, or share purchase warrants in accordance with the number of shares held;
	Rights to demand further purchase of fractional unit shares, as stipulated in the following article.

	Rights provided in each item of Paragraph 2 of Article 189 of the Corporation Law;
	Rights to make a demand in accordance with the provisions in Paragraph 1 of Article 166 of the Corporation Law;
	Rights to receive allocation of subscription for share acquisition rights, or share purchase warrants in accordance with the number of shares held;
	Rights to demand further purchase of fractional unit shares, as stipulated in the following article.

(Sale of Fractional Unit Shares)

Article 11

(Text omitted)

Article 10

(No change)

(Share Handling Regulations)

Article 12

(Text omitted)

Article 11

(No change)

(Transfer Agent)

Article 13

Article 12

The Company shall have a transfer agent.

2.	The transfer agent and the location of its office shall be designated by a resolution of the Board of Directors and announced in a public notice.
3.	The creation and storage of the register of shareholders (including beneficial shareholders, hereafter the same), share purchase warrants and lost share certificates, and operations relating to the register of other shareholders, share purchase warrants and lost share certificates shall be handled by the transfer agent and not by the Company.

2.	The transfer agent and the location of its office shall be designated by a resolution of the Board of Directors and announced in a public notice.
3.	The creation and storage of the register of shareholders and share purchase warrants, and operations relating to the register of other shareholders and share purchase warrants shall be handled by the transfer agent and not by the Company.

Article 14

Article 13

(Text omitted)

(No change)

Article 47

Article 46

Supplementary Provision

(Newly established)

Article 1

The creation and storage of the lost stock certificates, and other operations relating to the lost stock certificates shall be handled by the transfer agent and not by the Company.

(Newly established)

Article 2

This article and the preceding article shall be deleted on the day when one year has passed from the day following January 5, 2009.

Article 3

Article 47 and this supplementary provision shall be deleted when all of the convertible bonds issued by the Company on March 4, 2002, are converted or redeemed.

Article 46 and this article shall be deleted when all of the convertible bonds issued by the Company on March 4, 2002, are converted or redeemed.

3. Schedule of the Proposed Amendments

Date of the General Meeting of Shareholders for the Amendments to the Articles of Incorporation: March 25, 2009 (Wednesday)

Effective date of the revised Articles of Incorporation: March 25, 2009 (Wednesday)