Honda 2011 Annual Report Download - page 38

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The Company is a limited liability, joint stock corporation incorporated under the laws of Japan.
Most of its directors, executive officers and corporate auditors reside in Japan. All or substantially
all of the Company’s assets and the assets of these persons are located in Japan and elsewhere
outside the United States. It may not be possible, therefore, for U.S. investors to effect service of
process within the United States upon the Company or these persons or to enforce against the
Company or these persons judgments obtained in U.S. Courts predicated upon the civil liability
provisions of the Federal securities laws of the United States. There is doubt as to the enforce-
ability in Japan, in original actions or in actions for enforcement of judgment of U.S. courts, of
liabilities predicated solely upon the federal securities laws of the United States.
The customary dividend payout practice and relevant regulatory regime of publicly listed
companies in Japan may differ from that followed in foreign markets. The Company’s dividend
payout practice is no exception. While the Company may announce forecasts of year-end and
quarterly dividends prior to the record date, these forecasts are not legally binding. The ac-
tual payment of year-end dividends requires a resolution of the Company’s shareholders. If the
shareholders adopt such a resolution, the year-end dividend payment is made to shareholders as
of the applicable record date, which is currently specified as March 31 by the Company’s Articles
of Incorporation. However, such a resolution of the shareholders is usually made at an ordinary
general meeting of shareholders held in June. The payment of quarterly dividends requires
a resolution of the Company’s board of directors. If the board adopts such a resolution, the
dividend payment is made to shareholders as of the applicable record dates, which are currently
specified as June 30, September 30 and December 31 by the Articles of Incorporation. However,
the board usually does not adopt a resolution with respect to a quarterly dividend until after the
respective record dates.
Shareholders of record as of an applicable record date may sell shares after the record date in
anticipation of receiving a certain dividend payment based on the previously announced fore-
casts. However, since these forecasts are not legally binding and resolutions to pay dividends are
usually not adopted until after the record date, our shareholders of record on record dates for
year-end and quarterly dividends may not receive the dividend they anticipate.
Additional risks not currently known to Honda or that Honda now deems immaterial may also
harm Honda and affect your investment.
U.S. investors may have
difficulty in serving
process or enforcing a
judgment against the
Company or its directors,
executive officers or
corporate auditors
10.
11.
The Company’s
shareholders of record
on a record date may not
receive the dividend they
anticipate
36