Toyota 2015 Annual Report Download - page 117

Dividends from surplus will be paid in cash to holders of Model AA Class Shares or registered pledgees of
Model AA Class Shares in preference to the payment of interim and year-end dividends until such payment
reaches the amount of the accumulated unpaid dividends.
In addition, under the Companies Act, dividends may be paid to holders of common shares and pledgees of
record of common shares as of any record date, other than those specified above, as set forth by Toyota’s articles
of incorporation or as determined by its board of directors from time to time. Under the Companies Act,
dividends may be distributed in cash or (except in the case of interim dividends mentioned in the second
preceding paragraph) in kind, subject to limitations on distributable surplus and to certain other conditions.
Dividends — Distributable amount
Under the Companies Act, Toyota is permitted to make distributions of surplus to the extent that the
aggregate book value of the assets to be distributed to shareholders does not exceed the distributable amount
provided for by the Companies Act and the ordinance of the Ministry of Justice as at the effective date of such
distribution of surplus.
The amount of surplus at any given time shall be the amount of Toyota’s assets and the book value of
Toyota’s treasury stock after subtracting and adding the amounts of items provided for by the Companies Act and
the ordinance of the Ministry of Justice, and the amount of surplus distributable for dividends is calculated by
adding to and subtracting from this amount the amounts of items provided for by the Companies Act and the
ordinance of the Ministry of Justice.
Dividends — Prescription
Under its articles of incorporation, Toyota is not obligated to pay any dividends in cash which are left
unclaimed for a period of three years after the date on which they first became payable.
Capital Accounts
The amount of the cash or assets paid or contributed by subscribers for new shares (with certain exceptions)
is required to be accounted for as stated capital, although Toyota may account for an amount not exceeding one-
half of such cash or assets as additional paid-in capital.
Under the Companies Act, Toyota may reduce its additional paid-in capital and legal reserve without
limitation on the amount to be reduced, generally, by a resolution of a general shareholders’ meeting and if so
decided by the same resolution, may account for the whole or any part of the amount of the reduction of
additional paid-in capital as stated capital. The whole or any part of surplus which may be distributed as
dividends may also be transferred to stated capital by a resolution of a general shareholders’ meeting.
Stock Splits
Toyota may at any time split the outstanding shares into a greater number of shares by a resolution of the
board of directors. Toyota must give public notice of the stock split, specifying a record date for the stock split,
not less than two weeks prior to the record date. Toyota shall conduct any stock split simultaneously and in the
same proportion with respect to the common shares and the Model AA Class Shares.
Consolidation of Shares
Toyota may at any time consolidate shares in issue into a smaller number of shares by a special shareholders
resolution (as defined in “Voting Rights”). When a consolidation of shares is to be made, Toyota must give
public notice of certain matters two weeks prior to the effective date of the consolidation. Toyota must disclose
the reason for the consolidation of shares at a general shareholders’ meeting. Toyota shall conduct any
consolidation of shares simultaneously and in the same proportion with respect to the common shares and the
Model AA Class Shares.
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