Final Results 7/10

Toyota Motor Corporation 10 May 2006 (Translation) To Whom It May Concern: May 10, 2006 Toyota Motor Corporation (Toyota Jidosha Kabushiki Kaisha) 1, Toyota-cho, Toyota City, Aichi Prefecture Notice Concerning Stock Options (Stock Acquisition Rights) At a meeting held on May 10, 2006, the Board of Directors of Toyota Motor Corporation ('TMC') resolved to propose an agenda asking for (i) the authorization to issue rights to subscribe for or purchase shares of TMC ('Stock Acquisition Rights') without consideration, for the purpose of granting stock options, (ii) the authorization to delegate the determination of terms and conditions of the offering to the Board of Directors pursuant to Article 236, Article 238 and Article 239 of the Corporation Act, and (iii) the approval of the calculation method to determine the value of the Stock Acquisition Rights allotted to the Directors of TMC as remuneration other than cash in accordance with the provisions of Article 361 of the Corporation Act. The proposal will be presented at the 102nd Ordinary General Shareholders' Meeting of TMC to be held on June 23, 2006 and we hereby inform you as follows. In addition, if the agendum 'Election of Twenty-six (26) Directors' is approved at the same Ordinary General Shareholders' Meeting, there will be twenty-six (26) Directors who will receive allotment of the Stock Acquisition Right, and the maximum number of Stock Acquisition Rights to be allotted to the Directors of TMC shall be 9,100, considering the number of Stock Acquisition Rights granted for existing stock options and various other factors. 1. Reason for Issue of Stock Acquisition Rights without Consideration TMC will issue Stock Acquisition Rights to Directors, Managing Officers and employees, etc. of TMC and its affiliates in order to enhance enthusiasm and raise morale for improving business performance and thereby contribute to strengthening TMC's international competitiveness. 2. Summary of Terms of Issue of Stock Acquisition Rights (1) Grantees of the Stock Acquisition Rights Directors, Managing Officers and employees, etc. of TMC and its affiliates. (2) Type and Number of Shares to be Issued or Transferred upon Exercise of Stock Acquisition Rights Up to 3,500,000 shares of common stock of TMC. Provided, however, that if the number of shares to be issued or transferred upon exercise of each Stock Acquisition Right is adjusted in accordance with (3) below, such number of shares to be issued or transferred shall be adjusted to the number obtained by multiplying the number of shares after adjustment by the total number of Stock Acquisition Rights to be offered. (3) Total Number of Stock Acquisition Rights Up to 35,000 The number of shares for purposes of Stock Acquisition Right (the 'Number of Shares Granted') shall be 100; provided, however, that if TMC splits its shares (including the allotment of common stock to shareholders without consideration; hereinafter the same shall apply) or consolidates its shares after the allotment date of the Stock Acquisition Rights, the Number of Shares Granted shall be adjusted according to the following formula. Number of shares = Number of shares x Ratio of split after adjustment before adjustment (or consolidation) The adjustment above shall be made only to the unexercised rights remaining at the relevant time. If any fraction less than one (1) share arises as a result of such adjustment, such fraction shall be discarded. (4) Monetary Amount Paid for Issuance of Stock Acquisition Rights Regarding Stock Acquisition Rights for which the authority to determine the terms and conditions of the offering is delegated to the Board of Directors, in accordance with the resolution of this year's Ordinary General Shareholders' Meeting, no monetary payment shall be required. (5) Amount of Assets to be Paid upon Exercise of Stock Acquisition Rights The amount of assets to be paid upon exercise of each Stock Acquisition Right shall be the amount obtained by multiplying the amount to be paid per share issued or transferred upon exercise of Stock Acquisition Rights (the 'Exercise Price') by the Number of Shares Granted. The Exercise Price shall be as follows. The amount obtained by multiplying the closing price of TMC's common stock in regular trading on the Tokyo Stock Exchange on the allotment date of the Stock Acquisition Rights (if there is no transaction made on that day, then the closing price of the latest date prior to the allotment date of the Stock Acquisition Rights on which a transaction was made) by 1.025, and any fraction less than one (1) yen arising therefrom shall be rounded up to the nearest one (1) yen. In addition, the Exercise Price shall be adjusted as follows: (i) If TMC splits or consolidates its shares after the allotment date of the Stock Acquisition Rights, the Exercise Price shall be adjusted according to the following formula, and any fraction less than one (1) yen arising therefrom shall be rounded up to the nearest one (1) yen. Exercise Price after = Exercise Price before x 1 adjustment adjustment __________________ Ratio of split (or consolidation) (ii) If TMC issues common stock or sells treasury stock of the common stock at a price below the market price after the allotment date of the Stock Acquisition Rights, the Exercise Price shall be adjusted according to the following formula, and any fraction less than one (1) yen arising therefrom shall be rounded up to the nearest one (1) yen. No adjustment shall be made, however, in the event that Stock Acquisition Rights are exercised. Exercise Price Exercise Price Number of + Number of shares X Amount to be after adjustment before adjustment outstanding newly issued paid per share = X shares _____________________________________ Market price _________________________________________________________ Number of + Number of shares outstanding shares newly issued 'Number of outstanding shares' provided for in the above formula does not include the number of shares held by TMC as treasury stock, and in the case where the treasury stock is to be sold, 'Number of shares newly issued' shall be read as 'Number of shares of treasury stock to be sold.' (iii) In the event that other class of stock is allotted without consideration to the common shareholders, shares of other company are delivered to the common shareholders of TMC as dividends, or in any other similar instance where an adjustment of the Exercise Price is required, in each case after the allotment date of the Stock Acquisition Rights, an appropriate adjustment shall be made to the extent reasonable. (6) Exercise Period of the Stock Acquisition Rights From August 1, 2008 to July 31, 2014 (7) Conditions of Exercise of Stock Acquisition Rights (i) Each Stock Acquisition Right may not be partially exercised. (ii) The grantee of the Stock Acquisition Rights must, at the time of the closing of the Ordinary General Shareholder's Meeting to be held for the last fiscal year ending within two (2) years after the closing of the 102nd Ordinary General Shareholders' Meeting of TMC, be a Director, Managing Officer or an employee, etc. of TMC or its affiliate to which he or she belongs at the time such right is granted. (iii) The grantee of the Stock Acquisition Rights may exercise his or her Stock Acquisition Rights for up to two (2) years after the grantee loses his or her position as a Director, Managing Officer or an employee, etc. of TMC or its affiliate to which the grantee belongs at the time of grant. However, if the grantee loses such position due to retirement or resignation for personal reasons, or removal from office or dismissal, the Stock Acquisition Rights will expire immediately. (iv) Stock Acquisition Rights may not be inherited. (v) Other exercise conditions shall be provided for by the resolution of the 102nd Ordinary General Shareholders' Meeting and the resolution of a meeting of the Board of Directors. (8) Events and Conditions of Acquisition of Stock Acquisition Rights by TMC Stock Acquisition Rights may be acquired by TMC without consideration, on a date that shall be provided by the Board of Directors, if a General Shareholders' Meeting approves a proposal on a merger agreement in which TMC will be dissolved, or a proposal on a share exchange agreement or a share transfer by which TMC will become a wholly-owned subsidiary of another company. (9) Restriction on Transfer of Stock Acquisition Rights Transfer of Stock Acquisition Rights shall be subject to an approval of the Board of Directors. (10) Matters concerning the Capital and Capital Reserve to be Increased due to the Issuance or Transfer of Shares upon Exercise of Stock Acquisition Rights (i) Amount of capital to be increased due to the issuance or transfer of shares upon exercise of the Stock Acquisition Rights shall be half of the maximum amount of capital increase etc. which is calculated in accordance with Article 40, Paragraph 1 of the Corporation Accounting Regulations, and any fraction less than one (1) yen arising therefrom shall be rounded up to the nearest one (1) yen. (ii) Amount of capital reserve to be increased due to the issuance or transfer of shares upon exercise of the Stock Acquisition Rights shall be an amount determined by subtracting the capital amount to be increased provided for in the immediately preceding paragraph (i) from the maximum amount of capital increase set forth in the immediately preceding paragraph (i). (11) Handling of Fraction In the case where the number of shares to be issued or transferred to the grantee includes any fraction less than one (1) share, such fraction shall be rounded down. (12) Calculate Method of the Fair Value of Stock Acquisition Rights The fair value of Stock Acquisition Rights shall be calculated by using the Black-Scholes model based on the various conditions of the allotment date. Reference: The current fair value calculated by using the Black-Scholes model is 1,431 yen per share. (Note) The issue of the Stock Acquisition Rights shall be conditional upon the agendum 'Issue of Stock Acquisition Rights without Consideration to Directors, Managing Officers and Employees, Etc., of TMC and Its Affiliates' being approved at the 102nd Ordinary General Shareholders' Meeting of TMC scheduled to be held on June 23, 2006. The details of the issuance and granting of the Stock Acquisition Rights will be decided by the resolution of the Board of Directors to be held after this year's Ordinary General Shareholders' Meeting. This information is provided by RNS The company news service from the London Stock Exchange
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