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Reduction of Capital and Legal Reserves and Appropriation of Surplus

February 15, 2011

Yamaha Motor Co., Ltd. (the "Company") announced that its Board of Directors adopted a resolution today to submit a proposal to reduce the Company's capital and legal reserves and appropriation of surplus as set forth below to the 76th Ordinary General Meeting of Shareholders scheduled for March 24, 2011.

1.Purpose of Reduction of Capital and Legal Reserves and the Appropriation of Surplus

 

The Company will reduce capital and legal reserves and appropriate surplus to cover the deficit in retained earnings brought forward to enable flexible implementation of capital policies and payment of dividends to shareholders in the future.

2.Method of Reduction of Capital and Legal Reserves and Appropriation of Surplus

  (1)

The Company will reduce capital reserves and transfer these funds to other capital surplus, and reduce the total amount of legal reserves and transfer these funds to retained earnings brought forward pursuant to Article 448, item 1 of the Companies Act.

  (i)

Items and amounts of reserves to be reduced

 

Capital reserves:

¥23,814,148,434

 

Legal reserves:

  ¥3,775,736,564

  (ii)

Items and amounts of surplus to be increased

 

Other capital surplus:

¥23,814,148,434

 

Retaining earnings brought forward:

  ¥3,775,736,564

  (iii)

Items and amounts of reserves after reduction

 

Capital reserves:

¥73,941,967,288

 

Legal reserves:

                    ¥0

  (2)

Following transfers of the capital reserves described above, the Company will transfer other capital surplus to retained earnings brought forward to cover the deficit pursuant to Article 452 of the Companies Act.

  (i)

Items and amounts of surplus to be reduced

 

Other capital surplus:

¥23,565,474,829

  (ii)

Items and amounts of retained earnings to be increased

 

Retained earnings brought forward:

¥23,565,474,829

3.Schedule for Reduction of Capital and Legal Reserves and the Appropriation of Surplus

  (1)

Board of Directors' resolution:

February 15, 2011

  (2)

Shareholders' resolution:

March 24, 2011 (scheduled)

  (3)

Effective date:

March 24, 2011 (scheduled)

 

These transactions meet the requirements set forth in the proviso of Article 449, item 1 of the Companies Act, and accordingly, no proceedings for creditors to state their objections will be conducted.

4.Future Outlook

 

These transactions are accounting transfers within the net assets section, and consequently, the Company's net assets will remain unchanged and will not affect business results. The above content is conditional upon approval at the 76th Ordinary General Meeting of Shareholders scheduled for March 24, 2011.

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