[Reference Translation]
September
24, 2024
Company name:
TOYOTA MOTOR CORPORATION
Representative: Koji Sato, President
(Code number: 7203; TSE Prime/NSE Premier)
Inquiries:
Yoshihide Moriyama, General Manager, Capital Strategy &
Affiliated Companies Finance Div.
(Telephone: 0565-28-2121)
Notice Concerning Share
Repurchase Through Off-Auction Own Share Repurchase Trading System
(ToSTNeT-3) and Increase in the Maximum Limit of Share
Repurchases
(Repurchase of Shares under the Company's Articles of
Incorporation pursuant to
Article 165, Paragraph 2 of the Companies Act of Japan)
Toyota Motor Corporation (the
"Company") hereby announces that it has decided on a specific
method for a portion of the repurchases of shares pursuant to
Article 156 of the Companies Act of Japan (Act No. 86 of 2005, as
amended) (the "Companies Act") as applied pursuant to Article 165,
Paragraph 3 of the Companies Act, which were resolved at a
meeting of the board of directors held on May 8, 2024.
The Company also hereby announces
that it has resolved, at a meeting of the board of directors held
on September 24, 2024, to increase the maximum limit of share
repurchases as described below.
If the Company purchases its own
shares through the Tokyo Stock Exchange off-auction own share
repurchase trading system ("ToSTNeT-3") up to the maximum amount as
described below, the remaining amount of the share repurchase limit
resolved at the board of directors meeting held on May 8, 2024 will
be 115.5 billion yen (90 million shares). Together with the
increase in the maximum limit of share repurchases, the Company
will be able to repurchase up to 315.5 billion yen (210 million
shares) of its own shares.
I. Share
repurchase through off-auction own share repurchase trading system
(ToSTNeT-3)
1. Method of
repurchase
At 8:45 a.m. on September 25, 2024, a consigned purchase order will
be placed with the ToSTNeT-3 at the closing price of 2,617 yen for
today, September 24, 2024 (no changes to other trading systems or
trading times will be made) (the "Share Repurchase
Through ToSTNeT-3"). The purchase order will apply
only to the specified trading time.
2. Details of
repurchase
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(1)
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Class of
shares to be repurchased
|
|
Common stock of the
Company
|
|
|
(2)
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Total
number of shares to be repurchased
|
|
29,673,300 shares
(maximum)
|
|
|
|
(0.22% of
total number of issued shares (excluding treasury
stock))
|
|
(3)
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Total
purchase price for repurchase of shares
|
|
77,655,026,100 yen
(maximum)
|
|
|
(4)
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Announcement of results of repurchase
|
|
The results of the repurchase will
be announced after the close of trading at 8:45 a.m. on
September 25, 2024.
|
|
(Note 1) No change will be made to
the number of shares specified above. Note, however, that part or
all of the repurchase may not be carried out depending on market
trends and other factors.
(Note 2) The purchase will be made
on the basis of sell orders corresponding to the number of shares
scheduled to be repurchased.
(Note 3) As the total number of
shares tendered in the tender offer for its own shares conducted by
the Company from July 24 to August 26, 2024 exceeded the number of
shares expected to be purchased, as described in the "Notice
Concerning Results of Repurchase of Shares Through Tender Offer"
announced by the Company on August 27, 2024, the Company conducted
delivery in connection with the purchase of shares and other
settlements in accordance with the pro rata method provided for in
Article 27-13, Paragraph 5 of the Financial Instruments and
Exchange Act (Act No. 25 of 1948, as amended; the "Act") that is
applied mutatis mutandis pursuant to Article 27-22-2, Paragraph 2
of the Act, and Article 21 of the Cabinet Office Order on
Disclosure Required for Tender Offer for Listed Share Certificates
by Issuers (Ministry of Finance Order No. 95 of 1994, as
amended). In the tender offer, Mitsui Sumitomo Insurance
Company, Limited, Aioi Nissay Dowa Insurance Co., Ltd.,
Tokio Marine & Nichido Fire
Insurance Co., Ltd., MUFG Bank, Ltd., Mitsubishi UFJ Trust and
Banking Corporation, Sumitomo Mitsui Banking Corporation, and SMBC
Nikko Securities Inc., who are the Company's shareholders, tendered
all or some of their shares of the Company's common stock.
However, as a result of the calculation using the pro rata method
described above, these shareholders continued to hold certain
remaining shares of the Company's common stock following the tender
offer. Of the shareholders described above,
the Company has been informed by Tokio Marine
& Nichido Fire Insurance Co., Ltd., MUFG Bank, Ltd., Sumitomo
Mitsui Banking Corporation, and SMBC Nikko Securities Inc. that
they would sell all of their remaining shares of the Company's
common stock (excluding shares of less than one unit), and by
Mitsubishi UFJ Trust and Banking Corporation that it would sell
some of its remaining shares of the
Company's common stock, each in response to the Share Repurchase Through ToSTNeT-3.
|
II. Increase in the maximum limit of share
repurchases
1. Reason for increasing the
maximum limit of share repurchases
Due to the current
stock price level and other factors.
2. Details of repurchases
The underlined portions indicate the
changes.
|
|
|
Before
changes
(Details resolved at the board of
directors meeting held on May 8, 2024)
|
After
changes
(Details resolved at the board of
directors meeting held on September 24, 2024)
|
|
(1)
|
Class of
shares to be repurchased
|
Common stock of the
Company
|
Common stock of the
Company
|
|
(2)
|
Total
number of shares to be repurchased
|
410 million shares
(maximum)
(3.04% of total number of
issued shares (excluding treasury stock))
|
530 million
shares (maximum)
(3.93% of total number
of issued shares (excluding treasury stock))
|
|
(3)
|
Total
purchase price for repurchase of shares
|
1 trillion yen (maximum)
|
1.2
trillion yen (maximum)
|
|
(4)
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Period of
repurchase
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From May 9, 2024 to
April 30, 2025
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From May 9, 2024 to
April 30, 2025
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(Reference Information)
1. Total number of
shares of the Company's common stock repurchased through August 31,
2024 pursuant to the resolution of the meeting of the board of
directors held on May 8, 2024
|
·
Total number of shares repurchased
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0 shares
|
|
·
Total purchase price
|
0 yen
|
|
(Note) As
described in the "Notice Concerning Results of
Repurchase of Shares Through Tender Offer" released on
August 27, 2024, the Company acquired 290,122,375 shares of its
common stock on September 18, 2024 through a tender offer for its
own shares (period of purchase: July 24, 2024 to August 26, 2024),
and the total acquisition price was 806,830,324,875 yen.
|
2. Number of
treasury stock as of August 31, 2024
|
·
Total number of issued shares (excluding treasury
stock)
|
13,469,568,708 shares
|
|
·
Total number of treasury stock
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2,325,418,752 shares
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[End of
Document]