TOYOTA MOTOR CORPORATION AND THE BANK OF NEW YORK As Depositary AND OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of September 27, 1999Deposit Agreement • November 7th, 2006 • Toyota Motor Corp/ • Motor vehicles & passenger car bodies • New York
TOYOTA MOTOR CORPORATION (a joint stock corporation incorporated under the laws of Japan) [ ]% Notes due [ ] FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • June 25th, 2018 • Toyota Motor Corp/ • Motor vehicles & passenger car bodies • New York
Toyota Motor Corporation, a joint stock corporation incorporated under the laws of Japan (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $[ ] aggregate principal amount of the Company’s [ ]% Notes due [ ] (the “Notes”). [ ] and [ ] have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes.
August 1, 2002Option Agreement • July 25th, 2003 • Toyota Motor Corp/ • Motor vehicles & passenger car bodies
FORM OF 2.358% SENIOR NOTES DUE 2024]Senior Notes Indenture • July 2nd, 2019 • Toyota Motor Corp/ • Motor vehicles & passenger car bodies
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERENCED AND REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE AND THE TERMS OF THIS SECURITY, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE TO NOMINEES OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE. TRANSFER OF A PORTION OF THIS SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE. IN THE EVENT THAT THIS GLOBAL SECURITY IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, ALL SUCH INDIVIDUAL SECURITIES IN THE FORM OF DEFINITIVE CERTIFICATES SHALL CONTAIN THE BELOW LEGEND WITH RESPECT TO JAPANESE TAXATION.
FORM OF 3.419% SENIOR NOTES DUE 2023]Senior Notes Agreement • July 20th, 2018 • Toyota Motor Corp/ • Motor vehicles & passenger car bodies
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERENCED AND REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE AND THE TERMS OF THIS SECURITY, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE TO NOMINEES OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE. TRANSFER OF A PORTION OF THIS SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE. IN THE EVENT THAT THIS GLOBAL SECURITY IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, ALL SUCH INDIVIDUAL SECURITIES IN THE FORM OF DEFINITIVE CERTIFICATES SHALL CONTAIN THE BELOW LEGEND WITH RESPECT TO JAPANESE TAXATION.
FORM OF 5.275% SENIOR NOTES DUE 2026]Senior Notes Indenture • July 13th, 2023 • Toyota Motor Corp/ • Motor vehicles & passenger car bodies
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERENCED AND REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE AND THE TERMS OF THIS SECURITY, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE TO NOMINEES OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE. TRANSFER OF A PORTION OF THIS SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE. IN THE EVENT THAT THIS GLOBAL SECURITY IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, ALL SUCH INDIVIDUAL SECURITIES IN THE FORM OF DEFINITIVE CERTIFICATES SHALL CONTAIN THE BELOW LEGEND WITH RESPECT TO JAPANESE TAXATION.
August 3, 2009 TOYOTA MOTOR CORPORATION and [GRANTEE]Agreement for the Grant of Options to Acquire Common Shares • July 6th, 2011 • Toyota Motor Corp/ • Motor vehicles & passenger car bodies
APPENDIX 2 FORM OF EXERCISE NOTICE – 2009 STOCK OPTION PLAN 19 APPENDIX 3 FORMS OF NOTICE OF TERMINATION OF 2009 STOCK OPTION AGREEMENT 22 Termination of Agreement pursuant to Clause 14.1 22 Termination of Agreement pursuant to Clause 14.2 23 APPENDIX 4 ELIGIBILITY 24
August 1, 2003Agreement for the Grant of Options to Acquire Common Shares • June 20th, 2005 • Toyota Motor Corp/ • Motor vehicles & passenger car bodies
Share Exchange AgreementShare Exchange Agreement • July 13th, 2011 • Toyota Motor Corp/ • Motor vehicles & passenger car bodies
Toyota Motor Corporation (“Toyota”) and Toyota Auto Body Co., Ltd. (“TAB”) have entered into this Share Exchange Agreement (this “Agreement”) on July 13, 2011 (the “Execution Date”) as follows in order to implement Toyota’s global vision promptly and with certainty, and for the purpose of maximizing the Toyota group’s overall strength through growth of Toyota and TAB by expanding TAB’s role in overseas business and promoting TAB to an active role handling planning and development through to the production of vehicle types in which TAB specializes.
FORM OF 0.681% SENIOR NOTES DUE 2024]Senior Notes Agreement • March 25th, 2021 • Toyota Motor Corp/ • Motor vehicles & passenger car bodies
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERENCED AND REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE AND THE TERMS OF THIS SECURITY, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE TO NOMINEES OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE. TRANSFER OF A PORTION OF THIS SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE. IN THE EVENT THAT THIS GLOBAL SECURITY IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, ALL SUCH INDIVIDUAL SECURITIES IN THE FORM OF DEFINITIVE CERTIFICATES SHALL CONTAIN THE BELOW LEGEND WITH RESPECT TO JAPANESE TAXATION.
PSA Peugeot Citroën to Supply Toyota Europe with Light Commercial Vehicles for the European MarketOem Agreement • July 23rd, 2012 • Toyota Motor Corp/ • Motor vehicles & passenger car bodies
Toyota City, Japan, July 23, 2012—Toyota Motor Corporation’s (TMC’s) European subsidiary Toyota Motor Europe NV/SA (TME) and PSA Peugeot Citroën (PSA) have signed an agreement under which PSA will supply light commercial vehicles to TME for sale under the Toyota brand in the European market.
Toyota and Subaru Agree on New Business and Capital AllianceBusiness and Capital Alliance Agreement • September 27th, 2019 • Toyota Motor Corp/ • Motor vehicles & passenger car bodies
Tokyo, Japan, September 27, 2019—Toyota Motor Corporation (Toyota) and Subaru Corporation (Subaru) agreed today on a new business and capital alliance with the aim of further developing and strengthening their long-term partnership.
TOYOTA MOTOR CORPORATION (a joint stock corporation incorporated under the laws of Japan) Shares of Common Stock in the form of Shares or American Depositary Shares INTERNATIONAL UNDERWRITING AGREEMENTInternational Underwriting Agreement • November 7th, 2006 • Toyota Motor Corp/ • Motor vehicles & passenger car bodies • New York
DESCRIPTION OF THE AMERICAN DEPOSITARY SHARESDeposit Agreement • June 23rd, 2022 • Toyota Motor Corp/ • Motor vehicles & passenger car bodies • New York
The terms of the American Depositary Shares, or ADSs, are contained in the amended and restated deposit agreement dated as of September 21, 2021 among Toyota Motor Corporation, or Toyota, The Bank of New York Mellon, as depositary, and Owners and Holders (as defined below). The principal executive office of the depositary is located at 240 Greenwich Street, New York, New York 10286.
SHARE EXCHANGE AGREEMENT January 29, 2016 Toyota Motor Corporation Daihatsu Motor Co., Ltd.Share Exchange Agreement • January 29th, 2016 • Toyota Motor Corp/ • Motor vehicles & passenger car bodies
Toyota Motor Corporation (“Toyota”) and Daihatsu Motor Co., Ltd. (“Daihatsu”) have entered into this Share Exchange Agreement (this “Agreement”) on January 29, 2016 (the “Execution Date”) as follows:
and [EMPLOYEE] AGREEMENT FOR THE GRANT OF AN OPTION TO ACQUIRE WARRANTS TO SUBSCRIBE FOR COMMON STOCK OF TOYOTA MOTOR CORPORATION CONTENTSAgreement for the Grant of an Option to Acquire Warrants to Subscribe for Common Stock • July 25th, 2003 • Toyota Motor Corp/ • Motor vehicles & passenger car bodies
Toyota and Panasonic Agree to Establish Joint Venture Related to Automotive Prismatic Batteries —Aiming to create a business structure for the stable supply of competitive batteries to various automakers—Joint Venture Agreement • January 22nd, 2019 • Toyota Motor Corp/ • Motor vehicles & passenger car bodies
Toyota City, Aichi and Kadoma City, Osaka, Japan, January 22, 2019—Toyota Motor Corporation (Toyota) and Panasonic Corporation (Panasonic) concluded today a business-integration contract and a joint-venture contract toward the establishment of a new company (joint venture) related to the automotive prismatic battery business. The details of the agreements are below.
September ___, 1999Deposit Agreement • November 7th, 2006 • Toyota Motor Corp/ • Motor vehicles & passenger car bodies
Share Exchange AgreementShare Exchange Agreement • July 13th, 2011 • Toyota Motor Corp/ • Motor vehicles & passenger car bodies
Toyota Motor Corporation (“Toyota”) and Kanto Auto Works, Ltd. (“Kanto”) have entered into this Share Exchange Agreement (this “Agreement”) on July 13, 2011 (the “Execution Date”) as follows in order to implement Toyota’s global vision promptly and with certainty, and for the purpose of maximizing the Toyota group’s overall strength by promoting Kanto to an active role handling planning and development through to the production of vehicle types in which Kanto specializes.
Toyota and Mazda Team Up to Make Cars BetterPartnership Agreement • May 13th, 2015 • Toyota Motor Corp/ • Motor vehicles & passenger car bodies
Tokyo, Japan, May 13, 2015—Toyota Motor Corporation and Mazda Motor Corporation today entered an agreement to build a mutually beneficial long term partnership. By leveraging the resources of both companies to complement and enhance each other’s products and technologies, the partnership will result in more appealing cars that meet the diverse needs and tastes of customers all over the world.
