[Translation]
July 5, 2024

Toyota Industries Corporation

Notice Regarding Results of Tender Offer for Repurchase of Shares
At the Board of Directors meeting held on June 6, 2024, the Company resolved to conduct a tender offer
for its shares (the “Tender Offer”) as a specific method of repurchasing its shares pursuant to theCompany’s articles of incorporation and Article 156, Paragraph 1 of the Companies Act (Act No. 86 of 2005,including subsequent revisions; the “Companies Act”) as applied following the deemed replacement ofterms pursuant to Article 165, Paragraph 3 of said Act, and the Tender Offer was conducted starting onJune 7, 2024. The Tender Offer was completed on July 4, 2024, and notice of the results is provided asset forth below.
Following implementation of the Tender Offer, the Company plans to acquire its common stock throughopen-market purchases on the Tokyo Stock Exchange from August 1, 2024 to May 12, 2025 up to
7,490,677 shares obtained by deducting the number of the Company’s common shares acquired throughthe Tender Offer (2,509,323 shares) from the total number of shares to be acquired in the repurchase ofCompany shares (10 million shares) pursuant to the resolution of the Board of Directors adopted at themeeting held on May 10, 2024.
1.

Overview of Tender Offer(1) Name and address of tender offeror
Toyota Industries Corporation 2-1 Toyoda-cho, Kariya-shi, Aichi Prefecture(2) Type of listed share certificates subject to Tender Offer
Common stock(3) Tender Offer period
1) Tender Offer period (“Tender Offer Period”)
June 7, 2024 (Friday) to July 4, 2024 (Thursday) (20 business days)
2) Publication date for commencing the Tender Offer
June 7, 2024 (Friday)(4) Tender Offer price
12,830 yen per share of common stock(5) Settlement method
1) Name and address of financial instruments business operator/bank that will conduct settlementof the Tender OfferNomura Securities Co., Ltd. 1-13-1 Nihonbashi, Chuo-ku, Tokyo
2) Settlement commencement dateJuly 29, 2024 (Monday)

13) Settlement method
When the Tender Offer Period ends, a written notice for purchase, etc. via the Tender Offer
will be sent by mail without delay to the address or location of any person who consented to theapplication for the purchase, etc., or persons who applied for the sale, etc. of share certificatesin relation to the Tender Offer (the “Tendering Shareholders”) (standing proxies in the case ofshareholders, etc. who are residents of foreign countries and do not have an account with thetender offer agent that allows transactions (including corporate shareholders, the “Non-JapaneseShareholders”)).
Purchases will be made in cash. Tendering Shareholders may receive the proceeds from theTender Offer, after deducting the applicable withholding tax (Note), without delay after thecommencement date of the settlement by the method instructed by the Tendering Shareholders,such as remittance (there may be a remittance charge).
(Note) Regarding tax-related matters concerning shares purchased through the Tender Offer
Shareholders should make their own decisions after consulting a certified tax accountant orother professional regarding any specific questions and concerns on tax matters.
(i)

In the case of individual shareholders who applied for the Tender Offer, the handling of tax matters
is as follows.
(a) If a Tendering Shareholder is a resident of Japan or non-resident with a permanentestablishment in Japan
If the amount of proceeds received through tendering of shares in the Tender Offerexceeds the amount corresponding to the attributable shares for the purchase out of theamounts of stated capital, etc. of the Company (if the price per share exceeds the amountof stated capital, etc. per share of the Company), the amount of the excess portion shallbe treated as dividends and taxed. In addition, the amount obtained by deducting theamount deemed to be dividends out of the amount of money to be delivered by tenderingin the Tender Offer shall be income from the transfer of shares. If there is no amountdeemed to be dividends (if the price per share does not exceed the amounts of statedcapital, etc. per share of the Company), the entire amount to be delivered shall be income
from the transfer of shares.
The amount equivalent to 20.315% will be withheld for the amount deemed as
dividends. (The tax rate of 20.315% comprising the income tax and the Special Income
Tax for Reconstruction (pursuant to the Act on Special Measures for Securing Financial
Resources Necessary to Implement Measures for Reconstruction following the Great
East Japan Earthquake (Act No. 117 of 2011, including subsequent revisions) (the“Special Income Tax for Reconstruction”)) of 15.315% and the 5% inhabitants tax)
(special collection of the 5% inhabitants tax will not be made for non-residents withpermanent establishments in Japan.). Provided, however, that if the individual
shareholder corresponds to a large shareholder (a “Large Shareholder”) specified in
Article 4-6-2, Paragraph 38 of the Order for Enforcement of the Act on Special Measures
Concerning Taxation (Cabinet Order No. 43 of 1957, including subsequent revisions), theamount of 20.42% (income tax and Special Income Tax for Reconstruction only) will bewithheld. In addition, when combined shares held by Tendering Shareholders receiving
amounts deemed to be dividends and corporations deemed to be family companies
under the Corporation Tax Act in the case of shareholders who serve as the basis fordetermining Tendering Shareholders amount to 3% or more of the total shares issued,
the amount deemed to be dividends shall be subject to income taxes imposed on2

aggregate income.
As a general rule, the amount after deducting the acquisition cost of shares fromincome from the transfer of shares is subject to separate self-assessment taxation.
When applying for the Tender Offer with shares in a tax-free account (a “Tax-FreeAccount”) specified in Article 37-14 (tax exemptions on income from transfers of small
amounts of publicly-traded shares in tax-free accounts) of the Act on Special Measures
Concerning Taxation (Act No. 26 of 1957, including subsequent revisions), if the TaxFree Account is an account opened at Nomura Securities Co., Ltd., which is a financial
instruments business operator, as a general rule, income from the transfer of shares inthe Tender Offer will be exempt from taxation. In the case where Tax-Free Accounts areaccounts at financial instruments business operators other than Nomura Securities Co.,
Ltd., the treatment may differ from the above.
(b) If the Tendering Shareholder is a non-resident of Japan without a permanentestablishment in JapanThe amount of 15.315% (income tax and Special Income Tax for Reconstruction only)
will be withheld from the amount deemed to be dividends. In the case of applicability asa Large Shareholder, the amount of 20.42% (income tax and Special Income Tax forReconstruction only) will be withheld. Income from such transfer of shares shall not betaxed, as a general rule.
(ii) If the amount of proceeds received by a corporate shareholder through application for theTender Offer exceeds the amount corresponding to the attributable shares for the purchaseout of the amounts of stated capital, etc. of the Company, the amount of the excess portion
shall be treated as dividends and taxed. As a general rule, 15.315% (income tax and Special
Income Tax for Reconstruction only) of the amount deemed to be dividends shall be withheld.
The amount of deemed dividends received by Tendering Shareholders who hold more than
one-third of the shares, etc. issued by the Company on the base date for the payment ofdividends, etc., will not be subject to income tax and special income tax for reconstruction,
nor will these taxes be withheld.
Among Non-Japanese Shareholders, shareholders wishing to receive a reduction or
exemption of income tax on such deemed dividends in accordance with an applicable tax
treaty are requested to submit a registration document concerning the tax treaty together withthe tender offer application form to the tender offer agent.
2.

Results of Tender Offer(1) Number of share certificates tendered to the Tender Offer
Type of SharePlanned Number ofPlanned Number of

Number of Share

Number of Share

Certificates

Shares Certificates

Excess Share

Certificates

Certificatesto be Purchased

Certificates

TenderedPurchased

2,509,323 shares

2,509,323 shares

Common stock

3,000,000 shares- shares(2) Calculation method when conducting the purchase using the pro rata method
Not applicable.
33.

Places where copies of the tender offer report are available for public inspection
Toyota Industries Corporation

2-1 Toyoda-cho, Kariya-shi, Aichi Prefecture

Tokyo Stock Exchange, Inc.

2-1 Nihonbashi Kabutocho, Chuo-ku, Tokyo

Nagoya Stock Exchange, Inc.

3-8-20 Sakae, Naka-ku, Nagoya-shi

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Reference: Details of the Board of Directors resolution adopted at the May 10, 2024 meeting concerning
the repurchase of shares(1)

Type of shares to be purchased
Common stock(2)

Total number of shares to be purchased
Up to 10 million shares(3.22% of total number of issued shares (excluding treasury stock))(3)

Total purchase cost of shares
Up to 180 billion yen(4)

Purchase period
From May 13, 2024 to May 12, 2025
Note: Some or all of the repurchase may not take place depending on market trends.

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