Komori
Share Issuance and Disposal7203TOYOTA MOTOR CORPORATIONAutomobiles and transportation equipment

Notice Regarding the Continuation of the Share Delivery Program for Employees and the Introduction of a New Share Delivery Program for Employees

The company will continue the stock grant ESOP trust for executive-level employees introduced in fiscal 2025 and introduce a new share delivery program that will also cover certain designated key personnel. In connection with this, the trust period will be extended to 31 August 2029, and additional funds will be placed in the trust to acquire treasury shares.

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Details of issuance or disposal

Share delivery program using an employee stock grant ESOP trust through the disposal of treasury shares

Intended allottee
ESOP trust (trustee: Mitsubishi UFJ Trust and Banking Corporation; co-trustee: The Master Trust Bank of Japan, Ltd.)
発行済株式総数

As this is a disposal of treasury shares, no increase in the total number of issued shares is stated

Categories and Number of Persons Covered
Eligible executive-level employees and eligible designated key personnel. The number of eligible persons and shares to be allocated are Not disclosed
Intended allottee's holding policy
The trust will hold the shares during the trust period. After retirement, eligible employees who satisfy the beneficiary requirements will receive a certain percentage in shares. The remainder will be paid in cash in an amount equivalent to the proceeds from the sale of the shares.
Reason for acquisition without consideration
If the trust is terminated without being continued, the residual shares are scheduled to be transferred to the company without consideration
Payment date
25 August 2026
Procedures under the Corporate Code of Conduct
A certified public accountant who is an independent third party with no conflicts of interest with the company will serve as trust administrator
Most recent equity financing
Timing 25 August 2025 / Type Establishment of a stock grant ESOP trust for executive-level employees / Amount Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalShare delivery program using an employee stock grant ESOP trust through the disposal of treasury shares
Payment date25 August 2026
Intended allotteeESOP trust (trustee: Mitsubishi UFJ Trust and Banking Corporation; co-trustee: The Master Trust Bank of Japan, Ltd.)
Intended allottee's holding policyThe trust will hold the shares during the trust period. After retirement, eligible employees who satisfy the beneficiary requirements will receive a certain percentage in shares. The remainder will be paid in cash in an amount equivalent to the proceeds from the sale of the shares.
Total number of issued sharesAs this is a disposal of treasury shares, no increase in the total number of issued shares is stated
Reason for acquisition without considerationIf the trust is terminated without being continued, the residual shares are scheduled to be transferred to the company without consideration
Categories and Number of Persons CoveredEligible executive-level employees and eligible designated key personnel. The number of eligible persons and shares to be allocated are Not disclosed
Procedures under the Corporate Code of ConductA certified public accountant who is an independent third party with no conflicts of interest with the company will serve as trust administrator
Most recent equity financingTiming 25 August 2025 / Type Establishment of a stock grant ESOP trust for executive-level employees / Amount Not disclosed
Items this document does not state (19)
Number of shares to be issued or disposed ofIssue price and disposal priceTotal issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateBasis for determining the amount to be paidExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMajor shareholders after the offeringImpact on Business Performance

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 company expects the programs to contribute to the transformation into a mobility company during a period of major change in the automotive industry, accelerate challenges aimed at the future, and enhance corporate value over the medium to long term. To enable the entire company to work together toward these objectives, the existing program will be continued and its coverage expanded to designated key personnel.

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Notice Regarding the Continuation of the Share Delivery Program for Employees and the Introduction of a New Share Delivery Program for Employees | TOYOTA MOTOR CORPORATION (7203) timely disclosure | Komori