TIDMTYT
RNS Number : 9040O
Toyota Motor Corporation
15 June 2022
June 15, 2022
To Whom It May Concern:
Company Name: Toyota Motor Corporation
Name and Title of Representative:
Akio Toyoda, President
(Code Number: 7203
Prime of Tokyo Stock Exchange and
Premier of Nagoya Stock Exchange)
Name and Title of Contact Person:
Masayoshi Hachisuka, General Manager,
Capital Strategy & Affiliated Companies Finance
(Telephone Number: 0565-28-2121)
Notice Concerning the Disposition of Treasury Stock
under the Restricted Stock Compensation Plan
We hereby inform, as set forth below, that, at the meeting of
the Board of Directors held today (the "Resolution Date"), Toyota
Motor Corporation ("TMC") announces that it has decided to dispose
of its treasury stock (the "Disposition of Treasury Stock") as
follows.
1 Outline of the Disposal
(1) Payment date June 30, 2022
(2) Class and number 432,700 shares of Common stock of TMC
of shares to
be disposed
---- ----------------- -------------------------------------------------------------
(3) Disposal price 2,095 yen per share
---- ----------------- -------------------------------------------------------------
(4) Total value 906,506,500 yen
of the disposal
---- ----------------- -------------------------------------------------------------
(5) Allottee of Number of allottees Number of shares
Shares
---- ----------------- -------------------- -------------------- -----------------
Members of the 5(*1) 373,800 shares
Board of Directors
---- ----------------- -------------------- -------------------- -----------------
The Operating 6(*2) 58,900 shares
Officers of TMC
who don't serve
as a Board of
Directors
---- ----------------- -------------------- -------------------- -----------------
(6) Others Regarding to the Disposition of Treasury
Stock, TMC submitted today the supplemental
document to the shelf registration statement
under the Financial Instruments and Exchange
Act based on the taking effect of shelf
registration (TMC submitted the shelf registration
statement on May 11, 2022, and then the
shelf registration statement became effective
on May 19, 2022).
---- ----------------- -------------------------------------------------------------
*1 One of them was retired as a member of the Board of Directors
following the termination of the term of office at the closing of
the 118th Ordinary General Meeting of Shareholders held today.
*2 One of them was appointed as a member of the Board of
Directors at the 118th Ordinary General Meeting of Shareholders
held today.
2 Purposes and Reasons of the Disposal
TMC has resolved at the Meeting of the Board of Directors held
on May 8, 2019 to newly introduce a restricted stock compensation
plan (the "Plan") for the members of the Board of Directors of TMC
(excluding outside members of the Board of Directors) and the
Operating Officers of TMC who don't serve as a Board of Directors
to work to improve the medium- to long-term corporate value of TMC,
and to promote management from the same viewpoint as our
shareholders with a stronger sense of responsibility as a corporate
manager, and at the 115th Ordinary General Meeting of Shareholders
held June 13, 2019, share compensation was approved by the
shareholders to set a maximum amount of 4.0 billion yen per year
and of 800,000 shares per year for the number of shares to be
allotted as the restricted stock for the Board of Directors of TMC
(excluding outside members of the Board of Directors).
In addition, at the 118th Ordinary General Meeting of
Shareholders, share compensation was approved by the shareholders
to set a maximum amount of 4,000,000 shares per year for the number
of shares to be allotted as the restricted stock for the Board of
Directors of TMC (excluding outside members of the Board of
Directors) due to a 5-for-1 stock split as of October 1, 2021.
3 Outline of the Plan and the allocation contract of the
restricted stock (the "Allocation Contract")
Eligible persons Members of the Board of Directors of TMC
(excluding outside members of the Board of
Directors) and the part of the Operating
Officers of TMC who don't serve as a Board
of Director (the "Eligible Persons")
Amount of the share Set each year considering factors such as
compensation payable corporate results, duties, and performance
to each Eligible
Person
----------------------------------------------------
Type of shares to Issue or disposal of common shares (with
be allotted and transfer restrictions under an allotment
method of allotment agreement)
----------------------------------------------------
Amount to be paid Determined by the Board of Directors of TMC
for each share based on the closing price of TMC's common
shares on the Tokyo Stock Exchange on the
business day prior to each resolution of
the Board of Directors, within a range that
is not particularly advantageous to the Eligible
Persons
----------------------------------------------------
Transfer restriction A period of between 3 and 50years, as determined
period by the Board of Directors of TMC
----------------------------------------------------
Conditions for removal Restrictions will be removed upon the expiration
of transfer of the transfer restriction period.
restrictions However, restrictions on all of the allotted
shares which the eligible person have will
also be removed in the case of resignation
from any position as a Board of Director,
an Operating Officer who don't serve as a
Board of Director, or an Audit & Supervisory
Board member of TMC due to expiration of
the term of office or other legitimate reasons
----------------------------------------------------
Gratis acquisition TMC will naturally acquire at no cost all
by TMC of the allotted shares for which the transfer
restrictions have not been lifted at the
time of the expiration of the transfer restriction
period, or at the time of the lifting of
the transfer restrictions stipulated. Other
grounds for the gratis acquisition shall
be stipulated by the Allocation Contract
of the restricted stock based on a resolution
of the Board of Directors of TMC
----------------------------------------------------
This time, after the consideration of the objectives of the
Plan, TMC's business performance, the scope of duties of the
Eligible Persons and various factors, TMC decided to pay a total
amount of 906,506,500 yen in monetary compensation claims (the
"Monetary Compensation Claims") for the granting of 432,700 common
shares of TMC.
Based on the Plan, the eleven Eligible Persons to whom disposal
of shares is scheduled to be allotted will pay in as property
contributed in kind all the Monetary Compensation Claims and
receive the disposal of common shares of TMC (the "Allotted
Shares") upon the Disposition of Treasury Stock, and the transfer
restriction period is 50 years (June 30, 2022 June 30, 2072).
To prevent the transfer, creation of a security interest on, or
disposal of the allotted shares for as long as the restrictions are
in effect, the Eligible Persons deposit the Allotted Shares in
dedicated accounts with Nomura Securities Co., Ltd. for the
administration during the transfer restriction period.
4 Basis for calculating the amount to be paid in for the
disposal price and other specific details
The Disposition of Treasury Stock to the prospective recipients
of the allotted shares will be made by way of in-kind contribution
of the Monetary Compensation Claims paid for granting restricted
shares under the Plan for the Company's 118th business term. To
avoid issuing the shares based on arbitrary decisions on price, the
closing price of the common shares of TMC on the Prime of the Tokyo
Stock Exchange of 2,095 yen on June 14, 2022 (the business day
immediately prior to the Resolution Date), is taken to be the
disposal price. Since this was the market price immediately before
the date of the resolution of the Board of Directors, it is
believed to be reasonable and not to be particularly
advantageous.
End of document
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June 15, 2022 03:00 ET (07:00 GMT)
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