Toyota 2015 Annual Report Download - page 122

Report of Substantial Shareholdings
The Financial Instruments and Exchange Law of Japan and regulations under the Law require any person
who has become a holder (together with its related persons) of more than 5% of the total issued shares of a
company listed on any Japanese stock exchange (including ADSs representing such shares) to file with the
Director of a competent Local Finance Bureau, within five business days, a report concerning those
shareholdings. A similar report must also be filed to reflect any change of 1% or more in any shareholding or any
change in material matters set out in reports previously filed. Any such report shall be filed with the Director of a
competent Local Finance Bureau through the Electronic Disclosure for Investor’s Network (“EDINET”) system.
For this purpose, shares issuable to a shareholder upon exercise of stock acquisition rights are taken into account
in determining both the number of shares held by that stock acquisition rights holder and the company’s total
issued shares.
10.C MATERIAL CONTRACTS
All contracts concluded by Toyota during the two years preceding this filing were entered into in the
ordinary course of business.
10.D EXCHANGE CONTROLS
The Foreign Exchange Regulations govern the acquisition and holding of shares of capital stock of Toyota
by “exchange non-residents” and by “foreign investors.” The Foreign Exchange Regulations currently in effect
do not, however, affect transactions between exchange non-residents to purchase or sell shares outside Japan
using currencies other than Japanese yen.
Exchange non-residents are:
• individuals who do not reside in Japan; and
• corporations whose principal offices are located outside Japan.
Generally, branches and other offices of non-resident corporations that are located within Japan are regarded
as residents of Japan. Conversely, branches and other offices of Japanese corporations located outside Japan are
regarded as exchange non-residents.
Foreign investors are:
• individuals who are exchange non-residents;
• corporations or other organizations that are organized under the laws of foreign countries or whose
principal offices are located outside of Japan; and
• corporations (1) of which 50% or more of their voting rights are held directly or indirectly by
individuals who are exchange non-residents and/or corporations or other organizations (a) that are
organized under the laws of foreign countries or (b) whose principal offices are located outside of Japan
or (2) a majority of whose officers, or officers having the power of representation, are individuals who
are exchange non-residents.
In general, the acquisition of shares of a Japanese company (such as the shares of capital stock of Toyota)
by an exchange non-resident from a resident of Japan is not subject to any prior filing requirements. In certain
limited circumstances, however, the Minister of Finance may require prior approval of an acquisition of this type.
While prior approval, as described above, is not required, in the case where a resident of Japan transfers shares of
a Japanese company (such as the shares of capital stock of Toyota) for consideration exceeding ¥100 million to
an exchange non-resident, the resident of Japan who transfers the shares is required to report the transfer to the
Minister of Finance within 20 days from the date of the transfer or the date of receipt of payment, whichever
comes later, unless the transfer was made through a bank or financial instruments business operator licensed or
registered under Japanese law.
117