TIDMTYT

RNS Number : 4713I

Toyota Motor Corporation

14 December 2020

[Reference Translation]

December 14, 2020

To Whom It May Concern:

 
Company Name:         TOYOTA MOTOR CORPORATION 
Name and Title        Akio Toyoda, President 
 of Representative: 
(Code Number:         The First Section of Tokyo 
 7203                  Stock Exchange and Nagoya 
                       Stock Exchange) 
Name and Title        Kaname Shimizu, General 
 of Contact Person:    Manager, Accounting Division 
(Telephone Number:    0565-28-2121) 
 

Notice concerning Acquisition and Cancellation of First Series Model AA Class Shares

Toyota Motor Corporation ("TMC") hereby informs you that, regarding the First Series Model AA Class Shares (the "Class Shares") , its board of directors resolved at a meeting held on December 14, 2020 to exercise TMC's cash call option to acquire all outstanding Class Shares and, subject to such acquisition, to cancel all Class Shares pursuant to Article 178 of the Companies Act of Japan, as follows.

1. Reason for the Acquisition and Cancellation of the Class Shares

Under the circumstances in which the pace of technological advancement in the automobile industry was gaining every day, TMC believed that, in order to enhance its medium-to-long-term corporate value, it was imperative to continue to produce cutting-edge and next-generation technologies which contributed more than ever to society and the environment, and TMC issued the Class Shares in July 2015 in order to ensure funds for investment in next-generation technologies, towards the challenge for the future of achieving a better car society.

Through the issuance of the Class Shares, TMC has steadily invested in the future, such as (i) investment in new areas, known as "CASE", which refers to "Connected", "Autonomous/Automated", "Shared" and "Electric", (ii) development of next generation environmentally friendly cars, and (iii) alliances with partners, including those in different industries.

The purpose of the issuance of the Class Shares was to lay a foundation for the future mobility society through such investment. TMC believes that it has achieved certain results, and resolved, at its board of directors meeting held today, to acquire all outstanding Class Shares and cancel all Class Shares.

The pace of the environmental changes surrounding the automobile industry and of technological advancement is increasing. TMC will continue to strive for the future in accordance with the changing times.

2. Details of Matters concerning the Acquisition

 
 (1)   Class of shares             Toyota Motor Corporation First Series 
        to be acquired              Model AA Class Shares 
 (2)   Total number                   All outstanding Class Shares 
        of shares to                   * As of December 14, 2020 
        be acquired                    Number of outstanding shares: 45,092,330 
                                       shares 
                                       Outstanding amount (as defined below): 
                                       477,888,513,340 yen 
                                       * "Outstanding amount" means the amount 
                                       calculated by multiplying the number of 
                                       outstanding shares stated above by the 
                                       Issue Price (10,598 yen). 
 (3)   Acquisition price           Amount calculated by adding the Accrued 
        of shares (base             Dividend (as defined below) to the Issue 
        price)                      Price per Class Share (fractions of less 
                                    than one yen are rounded down). 
                                    * "Accrued Dividend" means the amount 
                                    calculated by multiplying the number of 
                                    days in the period from and including 
                                    the beginning of the fiscal year in which 
                                    the date of the acquisition stated in 
                                    (5) below falls to and including such 
                                    date of the acquisition by the amount 
                                    of the First Series AA Dividends (as defined 
                                    below), and dividing the product by 365. 
                                    * "First Series AA Dividends" means the 
                                    amount calculated by multiplying the Issue 
                                    Price per Class Share by the annual dividend 
                                    rate (2.5%) (fractions of less than one 
                                    yen are rounded down). 
 (4)   Notification                December 14, 2020 
        date of Class 
        Shares to shareholders 
 (5)   Time and date               Noon, April 2, 2021 
        of acquisition 
 

(Reference) Summary of Toyota Motor Corporation First Series Model AA Class Shares

 
 (1)   Issue date           July 24, 2015 
 (2)   Issue Price          10,598 yen per share 
 (3)   Aggregate amount     499,165,800,000 yen 
        of Issue Price 
 

3. Details of Matters concerning the Cancellation

 
 (1)   Class of shares      Toyota Motor Corporation First Series 
        to be cancelled      Model AA Class Shares 
 (2)   Total number         All Class Shares (47,100,000 shares) 
        of shares to 
        be cancelled 
 (3)   Effective date       April 3, 2021 
        of cancellation 
 

This cancellation is subject to TMC's acquisition of the Class Shares stated in 2. above.

4. Effect on TMC's Results

The acquisition and cancellation of the Class Shares will have no effect on TMC's business results. Cash reserves are planned to be appropriated to the funds for the acquisition of the Class Shares.

- End -

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END

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December 14, 2020 03:00 ET (08:00 GMT)

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