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.
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