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Statutory disclosure document7203TOYOTA MOTOR CORPORATIONAutomobiles and transportation equipment

Statutory Pre-Transaction Disclosure Documents (Company Split) (OneStream株式会社)

The business relating to the logistics efficiency system “OneStream” will change from TOYOTA MOTOR CORPORATION to OneStream株式会社 through an absorption-type company split. As consideration, 2,005 common shares and 8,665 Class A preferred shares of OneStream株式会社 will be issued to TOYOTA MOTOR CORPORATION.

Worth reading
69In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
28000
¥10,000s (total planned increase in stated capital and capital reserve)
Wording
Conditional
How definitive the wording is.

Decision and Details

Corporate resolutions of TOYOTA MOTOR CORPORATION and OneStream株式会社, including shareholder meeting resolutions

Absorption-type company split of the OneStream business

Decision20 May 2026 (date of execution of the absorption-type company split agreement)
Period CoveredFrom the scheduled effective date of 29 June 2026
Implementation29 June 2026 (scheduled effective date; subject to change depending on the progress of the procedures)
Going forwardThe absorption-type company split is scheduled to take effect on 29 June 2026. By the day before the effective date, both companies are expected to obtain approval of this agreement and adopt other necessary corporate resolutions. If approval is not obtained from the companies or the relevant government authorities, or in other such cases, the agreement will cease to be effective.
AmountConsideration: 2,005 common shares and 8,665 Class A preferred shares; planned increase in stated capital: ¥140 million; planned increase in capital reserve: ¥140 million; earned reserve: ¥0; total assets and total net assets shown on the balance sheet as of the date of incorporation of OneStream株式会社: ¥10 million
Quantity / scale2,005 common shares and 8,665 Class A preferred shares; the assets, contracts, liabilities, intellectual property rights and other items belonging to the OneStream business will be transferred, while employment contracts will generally be excluded
Reason

To improve coordination among the various logistics processes and increase logistics transportation efficiency. The consideration and other terms have been determined to be appropriate based on discussions between the two companies and the financial condition of OneStream株式会社, among other factors.

Impact on Business Performance

Following the absorption-type company split, no circumstances are expected to arise that would impede either company’s performance of its obligations, and both companies are considered likely to perform their obligations. The amount of the impact on results is Not disclosed.

Decision and Details
ItemDetails
Matter CoveredAbsorption-type company split of the OneStream business
Decision-Making BodyCorporate resolutions of TOYOTA MOTOR CORPORATION and OneStream株式会社, including shareholder meeting resolutions
Decision Date20 May 2026 (date of execution of the absorption-type company split agreement)
Implementation Date29 June 2026 (scheduled effective date; subject to change depending on the progress of the procedures)
Period CoveredFrom the scheduled effective date of 29 June 2026
AmountConsideration: 2,005 common shares and 8,665 Class A preferred shares; planned increase in stated capital: ¥140 million; planned increase in capital reserve: ¥140 million; earned reserve: ¥0; total assets and total net assets shown on the balance sheet as of the date of incorporation of OneStream株式会社: ¥10 million
Quantity / scale2,005 common shares and 8,665 Class A preferred shares; the assets, contracts, liabilities, intellectual property rights and other items belonging to the OneStream business will be transferred, while employment contracts will generally be excluded
Impact on Business PerformanceFollowing the absorption-type company split, no circumstances are expected to arise that would impede either company’s performance of its obligations, and both companies are considered likely to perform their obligations. The amount of the impact on results is Not disclosed.
ReasonTo improve coordination among the various logistics processes and increase logistics transportation efficiency. The consideration and other terms have been determined to be appropriate based on discussions between the two companies and the financial condition of OneStream株式会社, among other factors.
Governing RuleCompanies Act, Article 2, item 29; Companies Act, Article 758, item 8; Companies Act, Article 782, paragraph 1; Companies Act, Article 784, paragraph 2; Ordinance for Enforcement of the Companies Act, Article 183
Future plansThe absorption-type company split is scheduled to take effect on 29 June 2026. By the day before the effective date, both companies are expected to obtain approval of this agreement and adopt other necessary corporate resolutions. If approval is not obtained from the companies or the relevant government authorities, or in other such cases, the agreement will cease to be effective.
Items this document does not state (1)
Related previous disclosures

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

The OneStream business will be transferred to improve coordination among the various logistics processes and increase transportation efficiency. The number of shares and the amounts of stated capital and capital reserve have been determined to be appropriate based on discussions between the two companies and the financial condition of the company succeeding to the business, among other factors.

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Statutory Pre-Transaction Disclosure Documents (Company Split) (OneStream株式会社) | TOYOTA MOTOR CORPORATION (7203) timely disclosure | Komori