Toyota 2015 Annual Report Download - page 121

demand to a representative director, more than five calendar days prior to the relevant shareholders’ meeting, that
Toyota also purchase the common shares held by such holder. However, the acquisition of its own common
shares at a price not exceeding the market price to be provided under an ordinance of the Ministry of Justice will
not trigger the right of any shareholder to include him/her as the seller of his/her shares in such proposed
purchase.
Any acquisition of shares must satisfy certain requirements that the total amount of the acquisition price
may not exceed the amount of the distributable dividends. See “— Dividends.”
Shares acquired by Toyota may be held by it for any period or may be cancelled by resolution of the board
of directors. Toyota may also transfer to any person the shares held by it, subject to a resolution of the board of
directors, and subject also to other requirements applicable to the issuance of new shares. Toyota may also utilize
its treasury stock for the purpose of transfer to any person upon exercise of stock acquisition rights or for the
purpose of acquiring another company by way of merger, share exchange or corporate split through exchange of
treasury stock for shares or assets of the acquired company.
The Companies Act generally prohibits any subsidiary of Toyota from acquiring shares of Toyota.
Model AA Class Shareholder’s Conversion Right into Common Shares
Holders of Model AA Class Shares may, at certain times specified in resolution of the board of directors as
the conversion period at the time of the issuance of First Series Model AA Class Shares to Fifth Series
Model AA Class Shares, demand that Toyota acquire some or all of such Model AA Class Shares held by such
holder of Model AA Class shares in exchange for common shares in a number determined by a formula specified
in such board resolution. Any fractions of less than one common share to be delivered in exchange for such
Model AA Class Shares shall be disregarded, in which case payment of money as provided in the Companies Act
shall not be made.
Model AA Class Shareholder’s Cash Put Option
Holders of Model AA Class Shares may, at certain times specified in resolution of the board of directors as
the cash put option period at the time of the issuance of First Series Model AA Class Shares to Fifth Series
Model AA Class Shares, demand that Toyota acquire some or all of such Model AA Class Shares in exchange
for cash in an amount equivalent to the Base Amount. If demand for acquisition exceeds the amount available
under the Companies Act for distribution as of the date of demand for such acquisition, Model AA Class Shares
to be acquired by Toyota shall be determined by a resolution of the board of directors, and the cash put option in
respect of Model AA Class Shares not so acquired shall be deemed not to have been exercised.
Toyota’s Cash Call Option
After the lapse of period specified in resolution of its board of directors at the time of the issuance of First
Series Model AA Class Shares to Fifth Series Model AA Class Shares, on an acquisition date separately
determined by a resolution of the board of directors, Toyota may acquire all of such Model AA Class Shares in
exchange for cash in an amount equivalent to the Base Amount.
Acquisition or Disposition of Shares or ADS
Under the Foreign Exchange and Foreign Trade Law and the cabinet orders and ministerial ordinances
thereunder (collectively, the “Foreign Exchange Regulations”), all aspects of regulations on foreign exchange
and foreign trade transactions are, with minor exceptions (which are not generally applicable to the purchase and
sale of Toyota’s shares), only subject to post transaction reporting requirements. Acquisitions and dispositions of
shares of common stock or ADS by non-residents of Japan (including foreign corporations not resident in Japan)
are generally not subject to this reporting requirement. However, the Minister of Finance has the power to
impose a licensing requirement for transactions in limited circumstances.
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