Notice Regarding Tender Offer and Acquisition of Treasury Stock

Overview of Tender Offer for Treasury Stock

Toyota Motor Corporation has resolved to conduct a tender offer for up to 1,192,331,020 shares of treasury stock (9.15% of total issued shares) at a maximum price of 4,341.2777 billion yen during the period from March 31 to April 27, 2026, as part of a series of transactions related to the privatization of Toyota Industries Corporation. The purchase price was determined by applying a 10% discount to the lower of the closing price on the business day preceding the board resolution date or the average closing price over the past month, ultimately set at 3,067 yen per share. The funds required for the purchase amount to approximately 3,656.9 billion yen, and even after allocating from the liquidity on hand of 791,890.7 million yen as of December 31, 2025, financial soundness can be maintained sufficiently.

Background and Purpose of the Transaction

This tender offer for treasury stock is part of a series of transactions supporting the privatization of Toyota Industries Corporation and aims to improve capital efficiency and enhance corporate value across the Toyota Group. Toyota Industries Corporation, a leading company in material handling, is essential for the Toyota Group’s transformation into a mobility company, and privatization was considered to pursue long-term growth. The transaction has ensured fair procedures by considering potential conflicts of interest through measures such as establishing an advisory committee of outside directors and obtaining advice from an independent financial advisor.