TIDMTYT

RNS Number : 0654C

Toyota Motor Corporation

16 June 2021

June 16, 2021

To Whom It May Concern:

Company Name: Toyota Motor Corporation

Name and Title of Representative:

Akio Toyoda, President

(Code Number: 7203

First Section of Tokyo Stock Exchange and

Nagoya Stock Exchange)

Name and Title of Contact Person:

Kaname Shimizu, General Manager, Accounting Division

(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       July 1, 2021 
 (2)   Class and number   50,200 shares of Common stock of TMC 
        of shares to 
        be disposed 
----  -----------------  ------------------------------------------------------------- 
 (3)   Disposal price     10,075 yen per share 
----  -----------------  ------------------------------------------------------------- 
 (4)   Total value        505,765,000 yen 
        of the disposal 
----  -----------------  ------------------------------------------------------------- 
 (5)   Allottee of                              Number of allottees   Number of shares 
        Shares 
----  -----------------  --------------------  --------------------  ----------------- 
                          Members of the        4                     36,200 shares 
                           Board of Directors 
----  -----------------  --------------------  --------------------  ----------------- 
                          The Operating         7(*)                  14,000 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 12, 2021, and then the 
                           shelf registration statement became effective 
                           on May 20, 2021). 
----  -----------------  ------------------------------------------------------------- 
 

* One of them was appointed as a member of the Board of Directors at the 117th 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.

In addition, 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).

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 505,765,000 yen in monetary compensation claims (the "Monetary Compensation Claims") for the granting of 50,200 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 (July 1, 2021 July 1, 2071).

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 117th business term. To avoid issuing the shares based on arbitrary decisions on price, the closing price of the common shares of TMC on the First Section of the Tokyo Stock Exchange of 10,075 yen on June 15, 2021 (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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