Toyota 2015 Annual Report Download - page 120

Rights to be allotted shares are nontransferable. However, a shareholder may be allotted stock acquisition
rights without consideration thereto, and may transfer such rights.
Liquidation Rights
In the event of a liquidation of Toyota, the assets remaining after payment of all debts, liquidation expenses
and taxes will be distributed as follows. First, an amount per First Series Model AA Class Share through Fifth
Series Model AA Class Share, determined by resolution of the board of directors or calculated using a formula
determined by a resolution of the board of directors prior to the issuance of such Model AA Class Shares based
on the amount per Model AA Class Shares paid to Toyota as consideration (the “Base Amount”), shall be paid in
cash to holders of Model AA Class Shares or registered pledgees of Model AA Class Shares. No other
distribution of residual assets shall be made to holders of Model AA Class Shares or registered pledgees of
Model AA Class Shares. The remaining residual assets shall be distributed among the holders of common shares
or registered pledgees of common shares in proportion to the respective number of shares they own.
Liability to Further Calls or Assessments
All of Toyota’s currently outstanding shares, including shares represented by the ADSs, are fully paid and
nonassessable.
Transfer Agent
Mitsubishi UFJ Trust and Banking Corporation is the transfer agent for all shares. Mitsubishi UFJ Trust and
Banking Corporation’s office is located at 4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo, 100-8212 Japan.
Mitsubishi UFJ Trust and Banking Corporation maintains Toyota’s register of shareholders and records transfers
of record ownership (in the case of common shares, upon receiving notification from JASDEC).
Record Date
The close of business on March 31 is the record date for Toyota’s year-end dividends, if paid. A holder of
common shares or Model AA Class Shares constituting one or more whole units who is recorded or registered as
a holder on Toyota’s register at the close of business as of March 31 is also entitled to exercise shareholders’
voting rights at the ordinary general shareholders’ meeting with respect to the business year ending on March 31.
The close of business on September 30 of each year is the record date for interim dividends, if paid. In addition,
Toyota may set a record date for determining the shareholders entitled to other rights and for other purposes by
giving at least two weeks’ prior public notice.
The shares generally trade ex-dividend or ex-rights in the Japanese stock exchanges on the second business
day before a record date (or if the record date is not a business day, the third business day prior thereto), for the
purpose of dividends or rights offerings.
Acquisition by Toyota of Shares
Toyota may acquire its own common shares (i) through a stock exchange on which such shares are listed or
by way of tender offer (pursuant to an ordinary resolution of a general shareholders’ meeting or a resolution of
the board of directors), (ii) by purchase from a specific party (pursuant to a special resolution of a general
shareholders’ meeting) or (iii) from a subsidiary of Toyota (pursuant to a resolution of the board of directors). In
addition, Toyota may acquire its own Model AA Class Shares (i) by purchase from all holders of the relevant
series of Model AA Class Shares who make an offer to transfer the shares to Toyota upon notice from Toyota to
acquire the shares (pursuant to an ordinary resolution of a general shareholders’ meeting), (ii) by purchase from a
specific party (pursuant to a special resolution of a general shareholders’ meeting) or (iii) from a subsidiary of
Toyota (pursuant to a resolution of the board of directors). When such acquisition of common shares is made by
Toyota from a specific party other than a subsidiary of Toyota, any other holder of common shares may make a
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