Disposition of Treasury Stock under RS Plan

June 11, 2020

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

(Note) Please see section "5. Outline of the shelf registration subject to the Disposition of Treasury Stock" regarding to the shelf registration above.

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")

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 573,904,600 yen in monetary compensation claims (the "Monetary Compensation Claims") for the granting of 80,900 common shares of TMC to the nine Eligible Persons.

Based on the Plan, the nine 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.

The breakdown of the nine Eligible Persons and transfer restriction period are as follows.

　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 116th 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 7,094 yen on June 10, 2020 (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.

5．Outline of the shelf registration subject to the Disposition of Treasury Stock

TMC registered the shelf registration based on the Financial Instruments and Exchange Act upon the Disposition of Treasury Stock, and the outline of the shelf registration is as follows.

End of document