(Reference Translation)
August 27,
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 Results of
Repurchase of Shares Through Tender Offer
TOYOTA MOTOR CORPORATION (the
"Company") resolved, by way of a written resolution dated July 23,
2024 in lieu of a resolution of the board of directors pursuant to
Article 370 of the Companies Act (Act No. 86 of 2005, as amended)
and its articles of incorporation, to acquire its treasury shares
and to conduct a tender offer as a specific method of acquiring
such shares (the "Tender Offer"), in each case pursuant to Article
156, Paragraph 1 of the Companies Act, which is applicable in
accordance with Article 165, Paragraph 3 of the Companies Act, and
its articles of incorporation, and conducted the Tender Offer from
July 24, 2024. The Company hereby announces that the Tender Offer
has been completed as of August 26, 2024. Details are described
below.
1. Outline of Tender Offer
(1)
Name and address of the tender offeor
TOYOTA MOTOR CORPORATION
1 Toyota-Cho, Toyota City, Aichi
Prefecture
(2) Type
of listed shares under the Tender Offer
Common stock
(3) Tender offer period
(I) Tender offer period (the "Tender
Offer Period ")
July 24, 2024 (Wednesday) through
August 26, 2024 (Monday) (23 business days)
(II) Publication date for
commencement of the Tender Offer
July 24, 2024 (Wednesday)
(4) Tender offer price
2,781 yen per share of common
stock
(5) Method of settlement
(I) Name and address of the head
office of the financial instruments business operator/bank that
will effect settlement of the Tender Offer
Nomura Securities Co.,
Ltd.
1-13-1 Nihonbashi, Chuo-ku,
Tokyo
(II) Date of commencement of
settlement
September 18, 2024
(Wednesday)
(III) Method of
settlement
After the expiration of the Tender
Offer Period, a written notice of purchase through the Tender Offer
will be promptly sent by post to the address of those who consented
to the application for the purchase or applied for the sale of
shares, etc. in relation to the Tender Offer (the "Tendering
Shareholders") (or, in the case of shareholders residing outside
Japan who do not have a tradable account with the tender offer
agent (including corporate shareholders; the "Foreign
Shareholders"), their standing proxies).
The purchase will be made in cash.
The Tendering Shareholders may receive the proceeds of the Tender
Offer, less any applicable withholding tax (Note), promptly on or
after the date of commencement of settlement in the manner
designated by the Tendering Shareholders (bank transfer fees may
apply).
(Note) Regarding tax-related matters
on shares purchased through the Tender Offer
*Shareholders should make their own
decisions after consulting an expert including a certified tax
accountant regarding any specific questions and concerns on tax
matters.
(i) Taxation for individual
shareholders who tendered in the Tender Offer is as
follows.
(a) If the Tendering Shareholder is
a resident of Japan or a non-resident of Japan holding a permanent
establishment in Japan
If the amount of proceeds to be
delivered through the application for the Tender Offer exceeds the
amount corresponding to the portion serving as the basis of such
delivery of the amount of the Company's stated capital (i.e. if the
tender offer price per share exceeds the amount of stated capital
per share of the Company), the amount corresponding to such portion
in excess will be deemed as dividend, and thus taxed. In addition,
the amount of proceeds to be delivered through the application for
the Tender Offer less the amount to be deemed as dividends will be
treated as income from share transfer. If there is no amount to be
deemed as dividends (i.e. if the tender offer price per share is
equal to or less than the amount of stated capital per share of the
Company), the entire amount of cash to be delivered will be treated
as income from share transfer.
The amount deemed as dividend will
be taxed and withheld at the tax rate of 20.315% (comprising of
income tax and special income tax for reconstruction (the "Special
Income Tax for Reconstruction") pursuant to the "Act on Special
Measures for Securing Financial Resources Necessary to Implement
Measures for Reconstruction following the Great East Japan
Earthquake" (Act No. 117 of 2011, as amended)), which collectively
account for 15.315%, and inhabitants tax, which accounts for 5%)
(non-residents of Japan holding a permanent establishment in Japan
are not required to pay the special collection of 5% inhabitants
tax). Provided, however, that if the individual shareholder falls
under the category of a large shareholder (the "Large Shareholder")
specified in Article 4-6-2, Paragraph 38 of the Order for
Enforcement of the Act on Special Measures Concerning Taxation
(Cabinet Order No. 43 of 1957, as amended), the amount equivalent
to 20.42% (income tax and Special Income Tax for Reconstruction
only) will be withheld. In addition, if the total shareolding ratio
of the Tendering Shareholder who will receive the amount to be
deemed as dividend and the corporation falling under the category
of a family company under the Corporation Tax Act when such
Tendering Shareholder is used as the base shareholder for the
judgment accounts to three-hundredth (3/100) or more of the total
number of issued shares, such amount to be deemed as dividend is
subject to comprehensive taxation.
The amount of income from the share
transfer less the acquisition costs for such shares is, in
principle, subject to separate self-assessment taxation.
When tendering in the Tender Offer
with shares in a tax-exempt account (the "Tax-Free Account")
provided in Article 37-14 (tax exemption on income from transfers
of small amounts of publicly-traded shares in the Tax-Free Account)
of the Act on Special Measures Concerning Taxation (Act No. 26 of
1957, as amended), and if the financial instruments business
operator at which such Tax-Free Account is opened is Nomura
Securities Co., Ltd., in principle, the income from the transfer of
shares in the Tender Offer will be exempted from tax. In the case
where the Tax-Free Account is opened at a financial instruments
business operator other than Nomura Securities Co., Ltd., the
handling may differ from the aforementioned.
(b) If the Tendering Shareholder is
a non-resident of Japan not holding any permanent establishments in
Japan
The amount deemed as dividend will
be taxed and withheld at the tax rate of 15.315% (income tax and
Special Income Tax for Reconstruction only). Individual
shareholders falling under the category of Large Shareholders are
subject to withholding tax at the rate of 20.42% (income tax and
Special Income Tax for Reconstruction only). Income incurred from
such transfer will, in principle, not be taxed.
(ii) If the amount of proceeds to be
delivered to corporate shareholders through the application for the
Tender Offer exceeds the amount of shares corresponding to the
portion serving as the basis of such delivery of the amount of the
Company's stated capital, the amount corresponding to such portion
in excess will be deemed as dividend. The portion that is deemed as
dividend is, in principle, subject to withholding tax at the rate
of 15.315% (income tax and Special Income Tax for Reconstruction
only).
Furthermore, the amount to be deemed
as dividends, which shall be paid by the Company to the Tendering
Shareholders (limited to corporations having its head office or
principal office in Japan (domestic corporations)), who directly
hold more than one-third (1/3) of the total number of issued shares
of the Company on the record date for the payment of such
dividends, will not be subject to income tax and Special Income Tax
for Reconstruction, and thus will not be withheld.
Foreign Shareholders who wish to
receive a reduction or exemption of income tax on the amount of
such deemed dividend in accordance with the applicable tax
convention should submit an application form for income tax
convention to the tender offer agent together with the tender offer
application form.
2. Results of Tender Offer
(1) Number of shares under the the
Tender Offer
|
Class of
shares
|
Number of
shares expected to be purchased
|
Number of
shares tendered and purchased in excess of the number of shares
expected to be purchased
|
Number of
shares tendered
|
Number of
shares purchased
|
|
Common
stock
|
290,122,345 shares
|
-
shares
|
343,828,098 shares
|
290,122,375 shares
|
(2) Calculation in the event of a
purchase using the pro rata method
As the total number of shares
tendered in the Tender Offer (the "Tendered Shares") exceeds the
number of shares expected to be purchased (290,122,345 shares), the
Company will not purchase all or part of such excess shares, as
described in the Public Notice of the Commencement of the Tender
Offer and the Tender Offer Registration Statement. The Company will
conduct 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)
(if the number of Tendered Shares includes shares of less than one
unit (100 shares), the number of shares to be purchased as
calculated using the pro rata method shall be up to the number of
Tendered Shares).
As the total number of shares to be
purchased from each Tendering Shareholder, which is calculated by
rounding the number of shares of less than one unit resulting from
the calculation using the pro rata method, exceeds the number of
shares expected to be purchased, the number of shares to be
purchased has been reduced by one unit (or, if the number of shares
to be purchased as calculated using the pro rata method includes
shares of less than one unit, the number of such shares of less
than one unit) for each Tendering Shareholder, starting with the
Tendering Shareholder with the largest number of shares rounded up
as a result of rounding, to the extent that the total number of
shares to be purchased does not fall below the number of shares
expected to be purchased.
(Reference Information)
94,690,635 shares
(shareholding ratio as of July 31, 2024: 0.70%) out of the
284,071,835 shares (shareholding ratio as of July 31, 2024 (Note):
2.11%) of the Company's common stock held by Mitsui Sumitomo
Insurance Company, Limited ("Mitsui Sumitomo Insurance")
(9th largest shareholder as of March 31, 2024),
5,158,520 shares (shareholding ratio as of July 31, 2024: 0.04%)
out of the 15,475,420 shares (shareholding ratio as of July 31,
2024: 0.11%) of the Company's common stock held by Aioi Nissay Dowa
Insurance Co., Ltd. ("Aioi Nissay Dowa"), 85,107,800 shares
(shareholding ratio as of July 31, 2024: 0.63%) out of the
255,323,570 shares (shareholding ratio as of July 31, 2024: 1.90%)
of the Company's common stock held by Tokio Marine & Nichido
Fire Insurance Co., Ltd. ("Tokio Marine & Nichido")
(10th largest shareholder as of March 31, 2024),
44,950,905 shares (shareholding ratio as of July 31, 2024: 0.33%)
out of the 214,430,905 shares (shareholding ratio as of July 31,
2024: 1.59%) of the Company's common stock held by MUFG Bank, Ltd.
("MUFG Bank"), all of the 11,546,010 shares (shareholding ratio as
of July 31, 2024: 0.09%) of the Company's common stock held by
Mitsubishi UFJ Trust and Banking Corporation ("MUTB"), 42,053,475
shares (shareholding ratio as of July 31, 2024: 0.31%) out of the
188,057,475 shares (shareholding ratio as of July 31, 2024: 1.40%)
of the Company's common stock held by Sumitomo Mitsui Banking
Corporation ("SMBC"), and all of the 6,615,000 shares (shareholding
ratio as of July 31, 2024: 0.05%) of the Company's common stock
held by SMBC Nikko Securities Inc. ("SMBC Nikko Securities";
together with Mitsui Sumitomo Insurance, Aioi Nissay Dowa, Tokio
Marine & Nichido, MUFG Bank, MUTB and SMBC, the "Initial
Prospective Tendering Shareholders") (total: 290,122,345 shares
(shareholding ratio as of July 31, 2024: 2.15%) out of the
975,520,215 shares (shareholding ratio as of July 31, 2024: 7.24%)
of the Company's common stock held by the Initial Prospective
Tendering Shareholders as of today) have been tendered in the
Tender Offer. However, as a result of the calculation using the pro
rata method described above, Mitsui Sumitomo Insurance, Aioi Nissay
Dowa, Tokio Marine & Nichido, MUFG Bank, MUTB, SMBC and SMBC
Nikko Securities will hold the remaining 14,790,635 shares
(shareholding ratio as of July 31, 2024: 0.11%), 805,720 shares
(shareholding ratio as of July 31, 2024: 0.01%), 13,293,800 shares
(shareholding ratio as of July 31, 2024: 0.10%), 7,021,305 shares
(shareholding ratio as of July 31, 2024: 0.05%), 1,803,510 shares
(shareholding ratio as of July 31, 2024: 0.01%), 6,568,775 shares
(shareholding ratio as of July 31, 2024: 0.05%), and 1,033,300
shares (shareholding ratio as of July 31, 2024: 0.01%) of the
Company's common stock following the Tender Offer (total:
45,317,045 shares (shareholding ratio as of July 31, 2024: 0.34%))
(the "Remaining Shares of the Initial Prospective Tendering
Shareholders"). Although the Company will consider how to deal with
the Remaining Shares of the Initial Prospective Tendering
Shareholders, including the possibility of additionally acquiring
such shares within the framework of the repurchase of up to 410
million of its treasury shares for a total repurchase price of up
to 1 trillion yen during the period from May 9, 2024 through April
30, 2025, as resolved at the meeting of the board of directors held
on May 8, 2024, no decision has been made at this time.
(Note) The
"shareholding ratio as of July 31, 2024" is the ratio (rounded to
the second decimal place) to the number of shares (13,469,569,081
shares) calculated by deducting the number of treasury shares held
by the Company as of July 31, 2024 (2,325,418,379 shares) from the
total number of issued shares (15,794,987,460 shares) as of that
day as described in the "Share Buyback Report" filed by the Company
on August 9, 2024. The same applies hereinafter.
3. Place where a copy of the Tender
Offer Report will be made available for public
inspection
TOYOTA MOTOR CORPORATION
1 Toyota-Cho, Toyota City, Aichi
Prefecture
Tokyo Stock Exchange,
Inc.
2-1 Nihombashi Kabutocho, Chuo-ku,
Tokyo
Nagoya Stock Exchange,
Inc.
8-20, Sakae3-chome, Naka-ku,
Nagoya
(Reference Information) Details of
the repurchase of treasury shares resolved at the meeting of the
board of directors held on May 8, 2024
(1) Class of shares to be
repurchased: the Company's common stock
(2) Total number of shares that may
be repurchased: 410 million shares (maximum)
(3) Total repurchase price of shares:
1 trillion yen (maximum)
(4) Repurchase period: May 9, 2024
through April 30, 2025
[End of Document]