Notice of Change in Conditions for Tender Offer for Treasury Stock and Changes Regarding Treasury Stock Acquisition

Regarding the Change in Conditions for the Treasury Stock Tender Offer

Toyota Motor Corporation has revised the upper limit of the tender offer price for treasury stock from the previous 2,691 yen to 3,641 yen, the closing price on January 13, 2026, based on a Board resolution dated June 3, 2025. The total acquisition price ceiling has been amended to approximately 4.3412 trillion yen. The planned number of shares to be purchased remains approximately 1,192,331,020 shares (ownership ratio 9.15%). The scheduled start of the tender offer has been postponed to mid-February 2026. The purchase price will be determined by applying a 10% discount to the lower of the closing price on the business day prior to the Board resolution date or the average closing price over the past month, without exceeding the upper limit price.

Purpose of the Transaction and Measures to Ensure Fairness

This treasury stock acquisition aims to support the privatization of Toyota Industries Corporation and enhance the corporate value of the entire Toyota Group. The appropriateness of the transaction conditions has been verified through evaluations by independent third-party appraisers and fairness assurance measures such as establishing an advisory committee, obtaining advice from independent legal counsel, and acquiring a fairness opinion. The pricing is set reasonably, respecting the interests of shareholders. Funding will be covered with internal funds, and sufficient liquidity is expected to be maintained after the acquisition.