{"url_path":"/sec/tm/10-k/2026/item-12","section_key":"item-12","section_title":"Item 12 DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-06-10","source_url":"https://www.sec.gov/Archives/edgar/data/1094517/0001193125-26-264811-index.html","accession_number":"0001193125-26-264811","cik":"0001094517","ticker":"TM","issuer_name":"TOYOTA MOTOR CORP/","edgar_url":"https://www.sec.gov/Archives/edgar/data/1094517/0001193125-26-264811-index.html","primary_entity_key":"0001094517","primary_entity_name":"TOYOTA MOTOR CORP/"},"word_count":619,"has_tables":true,"body_markdown":"ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES\n\n12.A DEBT SECURITIES\n\nNot applicable.\n\n12.B WARRANTS AND RIGHTS\n\nNot applicable.\n\n \n\n138\n\n##### Table of Contents\n\n12.C OTHER SECURITIES\n\nNot applicable.\n\n12.D AMERICAN DEPOSITARY SHARES\n\nFees and Charges for Holders of American Depositary Shares\n\nThe Bank of New York Mellon, as Depositary for the ADSs, collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The Depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The Depositary may generally refuse to provide fee-attracting services until its fees for those services are paid. The Depositary’s principal executive office is located at 240 Greenwich Street, 8th Floor West, New York, NY 10286, United States of America.\n\n \n\nPersons depositing or withdrawing shares must pay:\n\n  \n\nFor:\n\n$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)\n  \n\n•\n\nDelivery of ADSs, including those resulting from a distribution, sale or exercise of shares or rights or other property\n\n  \n\n•\n\nSurrender of ADSs for the purpose of withdrawal including if the deposit agreement terminates\n\n$0.05 (or less) per ADS\n  \n\n•\n\nAny cash distribution to ADS registered holders\n\nA fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for delivery of ADSs\n  \n\n•\n\nDistribution of securities or rights distributed to holders of deposited securities that are distributed by the Depositary to ADS registered holders\n\n$0.05 (or less) per ADS per year\n  \n\n•\n\nGeneral depositary services\n\nRegistration fees\n  \n\n•\n\nRegistration of transfer of shares on Toyota’s share register to or from the name of the Depositary or its nominee or the custodian or its nominee when shares are deposited or withdrawn\n\nFees and expenses of the Depositary\n  \n\n•\n\nCable (including SWIFT) and facsimile transmissions (when expressly provided in the deposit agreement)\n\n  \n\n•\n\nConverting foreign currency to U.S. dollars\n\nTaxes and other governmental charges the Depositary or the custodian have to pay on any ADS or share underlying an ADS\n  \n\n•\n\nAs necessary\n\nAny other charges payable by the Depositary, the custodian or their respective agents in connection with the servicing of the deposited securities\n  \n\n•\n\nAs necessary\n\nFees Incurred in Fiscal 2026\n\nFor fiscal 2026, the Depositary paid to Toyota, or paid to a third party at Toyota’s instruction, an aggregate of $980,058.75 for standard out-of-pocket maintenance costs for the ADSs (consisting of the expenses of postage\n\n \n\n139\n\n##### Table of Contents\n\nand envelopes for mailing annual reports, printing and distributing dividend checks, stationery, postage, facsimile, and telephone calls), Toyota’s continuing annual stock exchange listing fees with respect to the ADSs, expenses relating to Toyota’s annual general shareholders’ meeting that are incurred with respect to Toyota’s ADS holders and 50% of the net dividend fees collected by the Depositary.\n\nFees to be Paid in the Future\n\nWith regards to the ADS program, the Depositary has agreed to pay the standard out-of-pocket maintenance costs for the ADSs, which includes the expenses of postage and envelopes for mailing annual reports, printing and distributing dividend checks, stationery, postage, facsimile and telephone calls. It has also agreed to pay for investor relations expenses, the continuing annual stock exchange listing fees with respect to the ADSs, and any other program related expenses. The limit on the amount of expenses for which the Depositary will pay is the sum of $300,000 annually. In addition, the Depositary has agreed to pay Toyota 50% of the net dividend fees collected by the Depositary during each annual period towards the aforementioned expenses.\n\n \n\n140\n\n##### Table of Contents\n\nPART II"}