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Announcement Concerning the Discontinuation of Takeover Defense Measures Against Attempts of Mass Acquisition of the Company’s Shares

December 23, 2015

Yamaha Motor Co., Ltd. (the “Company”) implemented takeover defense measures against attempts of mass acquisition of the Company’s shares following the approval at the 72nd Ordinary General Meeting of Shareholders held on March 27, 2007. Subsequently, at the 75th Ordinary General Meeting of Shareholders held on March 25, 2010 and the 78th Ordinary General Meeting of Shareholders held on March 26, 2013, the measures were partially revised (the current revised version will hereinafter be referred to as the “Plan”) and continued upon approval of the shareholders. The effective term of the Plan is until the conclusion of the first Board of Directors meeting held after the 81st Ordinary General Meeting of Shareholders, which is scheduled for March 2016.

The Company hereby announces that at the Board of Directors meeting held today, it has resolved to discontinue the Plan after the conclusion of its effective term.

In order to achieve its corporate mission “Kando Creating Company—offering new excitement and a more fulfilling life for people all over the world,” the Company makes efforts to protect and enhance corporate value and the shareholders’ common interests from a medium- to long-term perspective.

In the medium-term management plan that began in 2013 and spanned three years, the Company aimed to achieve sustainable growth in terms of business scale, financial strength, and corporate strength, as well as to increase corporate value. To achieve the targets of ¥1,600.0 billion in consolidated net sales and a consolidated operating income margin of 5% (¥80.0 billion) in 2015, the Company implemented initiatives to resolve various issues. As a result, the operating income target was achieved in fiscal 2014, a year ahead of schedule.

On December 15, 2015, the Company announced that a new medium-term management plan that will span three years from 2016 (the “New Medium-Term Plan”) has been formulated. In the New Medium-Term Plan, expanding from the previous medium-term management plan, the Company aims to increase the earning power of existing businesses, as well as work on increasing growth investment and shareholder returns while sustaining and strengthening a stable financial foundation. Based on these goals, the Company aims to begin new growth from 2018 with net sales of ¥2 trillion, operating income margin of 10% level, and take a step towards becoming a unique company that continues to achieve dynamic milestones. Furthermore, the Company believes that promoting the steady implementation of the New Medium-Term Plan translates to reciprocating the trust of our stakeholders, including our shareholders, and society as a whole, thereby leading to the protection and enhancement of corporate value and the shareholders’ common interests. Under these circumstances, the Company has decided to discontinue the Plan, which is about to reach the end of its effective term.

In the event that any party makes attempts of mass acquisition of the Company’s shares after the conclusion of the Plan’s effective term, the Company will take appropriate measures in accordance with relevant laws and regulations from the perspective of protecting and enhancing corporate value and the shareholders’ common interests such as requesting necessary and sufficient information for shareholders to appropriately judge whether such mass acquisition is justified, disclosing the opinions of the Company’s Board of Directors, and securing a sufficient amount of time for shareholders’ consideration therewith.

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