Notice regarding the disposal of treasury shares through a third-party allocation in connection with additional contributions to the Stock Benefit Trust (J-ESOP)

Section heading

Toyoda Kogyo has decided to dispose of treasury shares held in the Stock Benefit Trust (J-ESOP) through a third-party allocation to strengthen the operation of the trust for employee benefits. The disposal is to be conducted via a third-party allocation, with 300,909 shares disposed at 1,475 yen per share, totaling 443,840,775 yen. The recipient is The Bank of Tokyo-Mitsubishi UFJ Trust Bank (Trust E-branch), and an extraordinary report is expected to be submitted. The additional contribution and this disposal are scheduled for August 24, 2026. Dilution is expected to be less than 25%, with no change in controlling shareholders, and thus independent third-party opinions are not deemed necessary.

Section 2 heading

As background, additional trust funding will be conducted to continue operating the stock benefit trust system introduced on May 15, 2024. This additional trust aims to secure the trust-held shares for future benefits and to stabilize operations. The disposal is effectively the same as allocating shares as consideration for employee benefits, and the disposal amount is based on the market closing price. The Audit & Supervisory Committee notes that the disposal price does not meet criteria for favorable disposal pricing.