Komori
M&A and Subsidiary Changes8015TOYOTA TSUSHO CORPORATIONTrading & Wholesale

Notice Regarding a Change in a Specified Subsidiary

Toyota Tsusho Corporation and its consolidated subsidiary Toyota Tsusho Asia Pacific Pte. Ltd. have decided to make an additional investment in Toyota Bangladesh Limited of Bangladesh. Following the capital increase, Toyota Bangladesh Limited’s capital will be BDT 6,041 million (¥7,770 million), making it a specified subsidiary of Toyota Tsusho Corporation.

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37Immaterial
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Direction
Neutral
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Scale
1815
¥ million
Wording
Definitive
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This transaction

Additional investment
CounterpartyToyota Tsusho Asia Pacific Pte. Ltd.
Disclosing companyTOYOTA TSUSHO CORPORATION
Toyota Bangladesh LimitedVoting rights ownership percentage

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.

Target company

Import, wholesale, retail and after-sales service of Toyota vehicles and replacement parts

Location Dhaka, the People’s Republic of BangladeshShare capital BDT 6,041 million (¥7,770 million) (after the capital increase)Date of incorporation August 2025
Net SalesBDT 75 million (¥97 million) (fiscal year ending March 2026)
Net income for the current fiscal year-BDT 14 million (-¥19 million) (fiscal year ending March 2026)
Net assetsBDT 651 million (¥838 million) (fiscal year ending March 2026)
Consideration and expenses
Acquisition priceAdditional investment: BDT 1,412 million (¥1,815 million)
Impact on Business Performance

The impact of this transaction on our financial results and financial position for the fiscal year ending March 2027 is immaterial.

Procedures and assumptions
Management structure after acquisitionRepresentative Director and President Premmit Singh. Toyota Tsusho Corporation and TTAP will dispatch a total of 4 officers and employees to the company. Change of trade name: not disclosed
This transaction
ItemDetails
Transaction nameAdditional investment
Counterparty nameToyota Tsusho Asia Pacific Pte. Ltd.
Name of the Subject CompanyToyota Bangladesh Limited
Business Description of the Subject CompanyImport, wholesale, retail and after-sales service of Toyota vehicles and replacement parts
Location of the Subject CompanyDhaka, the People’s Republic of Bangladesh
Capital Stock of the Subject CompanyBDT 6,041 million (¥7,770 million) (after the capital increase)
Date of Establishment of the Subject CompanyAugust 2025
Net Sales of the Subject CompanyBDT 75 million (¥97 million) (fiscal year ending March 2026)
Net Income of the Subject Company-BDT 14 million (-¥19 million) (fiscal year ending March 2026)
Net Assets of the Subject CompanyBDT 651 million (¥838 million) (fiscal year ending March 2026)
Acquisition priceAdditional investment: BDT 1,412 million (¥1,815 million)
Voting rights ownership percentageAfter Toyota Tsusho Corporation: 1%; TTAP: 99% (before not disclosed)
Impact on Business PerformanceThe impact of this transaction on our financial results and financial position for the fiscal year ending March 2027 is immaterial.
Management structure after acquisitionRepresentative Director and President Premmit Singh. Toyota Tsusho Corporation and TTAP will dispatch a total of 4 officers and employees to the company. Change of trade name: not disclosed
Items this document does not state (18)
Operating Profit of the Subject CompanyExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Date of board resolutionContract DateExecution Date / Effective DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

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.

To further expand the mobility business in Bangladesh.

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