Toyota Motor (TM)

Focus on Shareholder Value

Toyota deems the benefit of its shareholders as one of its priority management policies, and is working to implement reforms to establish a corporate structure that can achieve continuous growth in order to enhance its corporate value.

The results of operations for fiscal 2009, which was a loss, reflect extremely difficult conditions due to a number of factors such as (i) a substantial contraction of the automotive market caused by a rapid deterioration of the world economy following the financial crisis last fall, (ii) changes in the market structure with a marked shift towards small vehicles and low-price vehicles, and (iii) the sharp appreciation of the Japanese yen. As a result, with respect to the payment of dividends, Toyota declared an annual dividend payment of ¥100 per share at the end of fiscal 2009, a decrease of ¥40 from the previous fiscal year, determining that it would be very difficult to maintain the same level of dividend as in fiscal 2008. Going forward, Toyota will strive to continue to pay dividends while taking into consideration factors such as business results of each term, investment plans and cash reserves.

With respect to the repurchase of own shares, of the shares authorized at the ordinary general meeting of shareholders in June 2008, which were the lesser of 30 million shares or the number of shares equivalent to ¥200 billion in cost of repurchase, 14.01 million shares totaling ¥69.9 billion were repurchased. In all of fiscal 2009, 15 million shares totaling ¥73 billion were repurchased. Since Toyota began repurchasing shares in fiscal 1997, the cumulative number of shares repurchased as of the end of June 2009 was 736.98 million shares at a total cost of ¥2,868.8 billion. The following table shows the number of shares repurchased and the cost of repurchase of those shares for each of the periods indicated:

In the current business environment, Toyota plans to prioritize the retention of cash reserves and withhold repurchases of own shares.

Toyota’s future share repurchases will be influenced by factors such as Toyota’s future earnings and financial position. For more details, please see “Purchases of Equity Securities by the Issuer and Affiliated Purchasers.”

Focus on Shareholder Value

Toyota considers the returning of profits to its shareholders as one of its priority management policies and continuously strives to increase per-share earnings, through aggressively promoting its business while improving and strengthening its corporate foundations. With respect to the payment of dividends, Toyota declared an annual dividend payment of ¥140 per share at the end of fiscal 2008, which is an increase of ¥20 from the previous fiscal year. This marks the ninth consecutive term of dividend increase, which is a record high for Toyota. The consolidated dividend payout ratio increased in fiscal 2008 to 25.9% from 23.4% in fiscal 2007. Going forward, Toyota aims to achieve a consolidated dividend payout ratio of 30% at an early stage, as well as to strive for continuous growth of dividend per share, while giving due consideration to factors such as business results for each term and new investment plans.

With respect to the repurchase of own shares, all shares authorized at the ordinary general meeting of shareholders in June 2007, which were the lesser of 30 million shares or the number of shares equivalent to ¥250 billion in cost of repurchase, were repurchased. Furthermore, the board of directors in February 2008 authorized an additional share repurchase of the lesser of 12 million shares or the number of shares equivalent to ¥60 billion in cost of repurchase, and as of March 31, 2008, 9.52 million shares at a total cost of ¥59.9 billion were repurchased. In total, in fiscal 2008, Toyota repurchased 49 million shares at a total cost of ¥317 billion. Since Toyota began repurchasing shares in fiscal 1997, the cumulative number of shares repurchased as of the end of June 2008 was approximately 722.04 million shares at a total cost of approximately ¥2.796 trillion. The following table shows the number of shares repurchased and the cost of repurchase of those shares for each of the periods indicated:

In order to define improvement of capital efficiency, Toyota canceled 162 million shares of its treasury stock at the end of fiscal 2008. Toyota will continue to retain the remaining treasury stock of approximately 300 million shares in order to achieve flexibility in management, but as a principle, plans to cancel all shares it repurchases in the future. At the ordinary general meeting of shareholders in June 2008, a resolution was passed to authorize repurchase of 30 million shares at a total cost of ¥200 billion. Toyota aims to continue to repurchase shares in order to effectively respond to changes in the management environment and improve capital efficiency.

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Going forward, Toyota hopes to continue to meet shareholder expectations through mid- to long-term growth and active returning of profits to shareholders.

Toyota’s future share repurchases will be influenced by factors such as Toyota’s future earnings and financial position. For more details, please see “Purchases of Equity Securities by the Issuer and Affiliated Purchasers.”

Focus on Shareholder Value

Toyota has increasingly focused on the expectations of its shareholders in recent years and expects this to continue. As a result, Toyota has undertaken a share repurchase program and has increased cash dividends. Since instituting the first in a series of share repurchase plans in fiscal 1997, Toyota has repurchased approximately 673 million shares of its common stock at a total cost of approximately ¥2,479.0 billion. As a result, Toyota’s total outstanding shares were reduced to 3,197,936,692 shares (excluding treasury stock) as of March 31, 2007. Moreover, Toyota subsequently repurchased, under the share repurchase program approved at its Ordinary General Shareholders’ meeting on June 23, 2006, approximately 9 million shares of its common stock at a total cost of approximately ¥63.0 billion before its Ordinary General Shareholders’ meeting on June 22, 2007. Toyota may repurchase its shares by resolution of its general shareholders’ meeting or its board of directors, subject to certain limitations and restrictions. Pursuant to the resolutions of its Ordinary General Shareholders’ meeting on June 22, 2007, during a one-year period following the shareholder’s meeting, Toyota may repurchase up to 30 million shares or up to the number of shares equivalent to ¥250.0 billion in cost of repurchase. In addition,

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Toyota may repurchase additional shares by resolution of its board of directors pursuant to its articles of incorporation. The following table shows the number of shares repurchased and the cost of repurchase of those shares for each of the periods indicated:

The amount of any share repurchases are subject to the level of Toyota’s future earnings, its financial condition and other factors. For further discussion, please see “Purchases of Equity Securities by the Issuer and Affiliated Purchasers.”

Focus on Shareholder Value

Toyota has increasingly focused on the expectations of its shareholders in recent years and expects this to continue. As a result, Toyota has undertaken a share repurchase program and has increased cash dividends. Since instituting the first in a series of share repurchase plans in fiscal 1997, Toyota has repurchased approximately 628 million shares of its common stock at a total cost of approximately ¥2,179.5 billion. As a result, Toyota’s total outstanding shares were reduced to 3,241,757,467 shares (excluding treasury shares) as of March 31, 2006. Moreover, Toyota subsequently repurchased, under the share repurchase program approved at its Ordinary General Shareholders’ Meeting on June 23, 2005, 26 million shares of its common stock at a total cost of approximately ¥162.5 billion before its Ordinary General Shareholders’ Meeting in June 2006. Toyota may repurchase its shares by resolution of its general shareholders’ meeting or its board of directors, subject to certain limitations and restrictions. Pursuant to the resolutions of its Ordinary General Shareholders’ Meeting in June 2006, during the one-year period, Toyota may repurchase up to 30 million shares or up to the number of shares equivalent to ¥200.0 billion in cost of repurchase. In addition, Toyota may repurchase additional shares by resolution of its board of directors pursuant to its Articles of Incorporation. The following table shows the number of shares repurchased and the cost of repurchase of those shares for each of the periods indicated:

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The amount of any share repurchases are subject to the level of Toyota’s future earnings, its financial condition and other factors. For further discussion, please see “Purchases of Equity Securities by the Issuer and Affiliated Purchasers.”

Focus on Shareholder Value

Toyota has increasingly focused on the special concerns and expectations of its shareholders in recent years and expects this to continue. As a result, Toyota has undertaken a share repurchase program and has increased cash dividends. Since instituting the first in a series of share repurchase plans in fiscal 1997, Toyota has repurchased approximately 600 million shares of its common stock at a total cost of approximately ¥2,046 billion. As a result, Toyota’s total outstanding shares were reduced to 3,268,078,939 shares (excluding treasury shares) as of March 31, 2005. Moreover, Toyota subsequently repurchased, under the share repurchase program approved at its ordinary general meeting of shareholders on June 23, 2004, 16 million shares of its common stock at a total cost of approximately ¥62 billion before its ordinary general meeting of shareholders in June 2005. Toyota may repurchase its shares by using retained earnings by resolution of its ordinary general meetings of shareholders or its board of directors, subject to certain limitations and restrictions. Pursuant to the resolutions of its ordinary general meeting of shareholders in June 2005, during the one-year period until the next ordinary general meeting of shareholders, Toyota may repurchase up to 65 million shares or up to the number of shares equivalent to ¥250 billion in cost of repurchase. In addition, Toyota may repurchase additional shares by resolution of its board of directors pursuant to the Articles of Incorporation. The following table shows the number of shares repurchased and the cost of repurchase of those shares for each of the periods indicated:

The amount of any share repurchases are subject to the level of Toyota’s future earnings, its financial condition and other factors. For further discussion, please see “Purchases of Equity Securities by the Issuer and Affiliated Purchasers.”