{"url_path":"/sec/tm/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES","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":8372,"has_tables":true,"body_markdown":"ITEM 6.\n\nDIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES\n\n6.A DIRECTORS AND SENIOR MANAGEMENT\n\nIn order to advance its transition to a mobility company, Toyota has reflected on the path it has taken thus far and has formulated the “Toyota Philosophy” as a roadmap for the future. Toyota’s mission is “Producing Happiness for All” by expanding the possibilities of people, companies and communities through addressing the challenges of mobility as a mobility company. In order to do so, Toyota will continue to create new and unique value with various partners by relentlessly committing towards monozukuri (manufacturing), and by fostering imagination for people and society.\n\nToyota strives to provide a full lineup of products with “good quality yet affordable prices” globally at the right place at the right time, and offer products and services that are sympathetic towards customers in each country and region, through the initiative of “making even better cars” that we have been engaged in since the\n\n \n\n97\n\n##### Table of Contents\n\n2008 financial crisis. In order to meet these objectives, following the introduction of “region-based operations,” the “business unit system” and the “in-house company system” in 2011, 2013 and 2016, respectively, in April 2017 Toyota further clarified that, for the purpose of further accelerating decision-making and operational execution, members of the Board of Directors are responsible for decision-making and management oversight and that operating officers are responsible for operational execution. Furthermore, in 2018, Toyota changed the commencement of operating officers’ terms of office from April to January, reduced corporate strategy functions and restructured the Japan Sales Business Group based on regions rather than sales channels in an effort to enable decision-making closer to customers and the field, in order to further accelerate execution in full coordination with each site. In 2019, in order to further advance Toyota’s “acceleration of management” and the development of a diverse and talented workforce, the executive structure was changed to be composed only of senior managing officers and people of higher rank, and a new classification called “senior professional/senior management” (kanbushoku) grouped and replaced the following titles or ranks: managing officers, executive general managers, (sub-executive managerial level) senior grade 1 and senior grade 2 managers, and grand masters. From the perspective of appointing the right people to the right positions, senior professionals/senior management were positioned in a wide range of posts, from those of chief officer, deputy chief officer, plant general manager, and senior general manager to group manager, to deal with management issues as they arise and to strengthen their development as part of a diverse and talented workforce through on-site learning and problem-solving (genchi genbutsu). In April 2020, Toyota consolidated the posts of executive vice president and operating officer into the post of operating officer. In July 2020, Toyota further clarified the roles of operating officers. Members of management who, together with the president, have cross-functional oversight of the entire company, were redefined as “operating officers.” In-house company presidents, regional CEOs, and chief officers, as on-site leaders of business implementation elements, were given authority while being consolidated into the classification of “senior professional/senior management.” The roles of operating officers and senior professionals/senior management are to be determined where and as needed, and persons appointed as operating officers and senior professionals/senior management will change in accordance with the challenges faced and the path that should be taken, as Toyota exercises greater flexibility in making appointments. However, because of the rapidly changing business environment, Toyota now recognizes that there is an increasing need for such executives to fulfill management roles (related to people, goods, and money) together with our President. Therefore, in April 2022, Toyota reorganized the roles of operating officers and reestablished the position of “executive vice president,” defining it as an operating officer who is focused on the business from a management perspective. In April 2023, the role of operating officers was revised to a management team that implements “product-centered (manufacturing ever-better cars) and region-centered (best-in-town) management” under the theme of “inheritance and evolution,” and the executive vice presidents were selected upon their extensive knowledge and experience from the two pillars of products and regions. Based on its basic policy of appointing the right people to the right positions, Toyota has been swiftly and continuously innovating. Toyota will further press forward the tide of such innovations, aiming for a corporate structure capable of carrying out management from a viewpoint that is optimal for a global company.\n\nIn order to convey top management’s aspirations and Toyota’s direction to all stakeholders, Toyota communicates what Toyota is really like through “Toyota Times.”\n\nToyota believes that it is critical to appoint individuals who practice “product-centered and region-centered management” and contribute to decision-making aimed at sustainable growth into the future based on the “Toyota Philosophy.” Moreover, these individuals should be able to play a significant role in transforming Toyota into a “mobility company” through responding to electrification, intelligence, and diversification and external partnerships based on trust and friendship and internal two-way interactive teamwork, while working towards solutions for social challenges such as the climate change issue. Toyota maintains its Board of Directors and senior management at an adequate size, and ensures they are overall balanced and diverse, including from the perspective of gender and nationality. Five outside members of the Board of Directors have been appointed in order to further reflect the opinions of those from outside the company in management’s decision-making process. Toyota transitioned from a company with Audit & Supervisory Board to a company with Audit &\n\n \n\n98\n\n##### Table of Contents\n\nSupervisory Committee in June 2025. Toyota has four members of the Board of Directors who are Audit & Supervisory Committee members, three of whom are outside Audit & Supervisory Committee members.\n\nSet forth below are brief summaries of Toyota’s members of the Board of Directors.\n\n \n\nName (Date of Birth)\n\n \n\nPosition\n\n \n\nBrief Career Summary and Important Concurrent Duties\n\n \nNumber of\nCommon Shares\n(in thousands)\n \n\nAkio Toyoda\n\n(May 3, 1956)\n\n \n\nChairman of the Board of Directors (Representative Director)\n\n \n\n1984 Joined TMC\n\n2000 Member of the Board of Directors of TMC\n\n2002 Managing Director of TMC\n\n2003 Senior Managing Director of TMC\n\n2005 Executive Vice President of TMC\n\n2009 President of TMC\n\n2023 Chairman of the Board of Directors of TMC (to present)\n\n \n\n(important concurrent duties)\n\nChairman of TOYOTA FUDOSAN CO., LTD.\n\nDirector of DENSO Corporation (Scheduled to retire in June 2026)\n\nRepresentative Director of ROOKIE Racing, Inc.\n\nChairman of TOYOTA GAZOO Racing World Rally Team\n\n \n \n24,099\n \n\nKoji Sato\n\n(October 19, 1969)\n\n \n\nVice Chairman of the Board of Directors (Representative Director)*1\n\n \n\n1992 Joined TMC\n\n2017 Executive General Manager of TMC\n\n2020 Operating Officer of TMC\n\n2021 Operating Officer of TMC (current system)\n\n2023 Operating Officer and President of TMC President, Member of the Board of Directors and Operating Officer of TMC\n\n2026 Vice Chairman of the Board of Directors of TMC (to present)\n\n \n\n(important concurrent duties)\n\nChairman of Japan Automobile Manufacturers Association, Inc.\n\n \n \n667\n \n\nHiroki Nakajima\n\n(April 10, 1962)\n\n \n\nExecutive Vice President, Member of the Board of Directors (Representative Director), Operating Officer\n\n \n\n1987 Joined TMC\n\n2014 Executive General Manager of TMC\n\n2015 Managing Officer of TMC\n\n2020 Operating Officer of TMC\n\n2023 Operating Officer and Executive Vice President of TMC (current system)\n\nMember of the Board of Directors, Operating Officer, Vice President of TMC\n\n2025 Executive Vice President, Member of the Board of Directors, Operating Officer of TMC (to present)\n\n \n\n(important concurrent duties)\n\nPresident and Representative Director of Commercial Japan Partnership Technologies Corporation\n\n \n \n333\n \n\n \n\n99\n\n##### Table of Contents\n\nName (Date of Birth)\n\n \n\nPosition\n\n \n\nBrief Career Summary and Important Concurrent Duties\n\n \nNumber of\nCommon Shares\n(in thousands)\n \n\n \n\n \n\nPresident and Representative Director of Commercial Japan Partnership Technologies Asia Co., Ltd.\n\nChairman of TOYOTA GAZOO Racing Europe GmbH\n\nManaging Director of TOYOTA RACING GmbH\n\n \n\nYoichi Miyazaki\n\n(October 19, 1963)\n\n \n\nExecutive Vice President, Member of the Board of Directors (Representative Director), Operating Officer\n\n \n\n1986 Joined TMC\n\n2015 Managing Officer of TMC\n\n2019 Operating Officer of TMC\n\n2022 Operating Officer of TMC (current system)\n\n2023 Operating Officer and Executive Vice President of TMC\n\nMember of the Board of Directors, Operating Officer, Vice President of TMC\n\n2025 Executive Vice President, Member of the Board of Directors, Operating Officer of TMC (to present)\n\n \n \n328\n \n\nShigeaki Okamoto\n\n(February 20, 1961)\n\n \n\nOutside Member of the Board of Directors\n\n \n\n1983 Joined the Ministry of Finance\n\n2006 Director for the Budget Bureau, Planning and Administration Division of Budget Bureau, Ministry of Finance\n\n2009 Head of Secretariat Division, Minister’s Secretariat, Ministry of Finance\n\n2012 Deputy Director-General of the Budget Bureau, Ministry of Finance\n\n2015 Deputy Vice Minister, Ministry of Finance\n\n2017 Director-General of the Budget Bureau, Ministry of Finance\n\n2018 Administrative Vice Minister, Ministry of Finance\n\n2020 Retired as Administrative Vice-Minister of Finance, Ministry of Finance\n\n2022 Deputy Chairperson of the Board of Japan Tobacco Inc.\n\n2025 Outside Member of the Board of Directors of TMC (to present)\n\n2026 Chairman of the Board of Japan Tobacco Inc. (to present)\n\n \n\n(important concurrent duties)\n\nChairman of the Board of Japan Tobacco Inc.\n\n \n \n2\n \n\nKumi Fujisawa\n\n(March 15, 1967)\n\n \n\nOutside Member of the Board of Directors\n\n \n\n1995 Founder and President of IFIS Limited Ltd.\n\n2000 Director of Think Tank SophiaBank\n\n2011 Public Governor of the Japan Securities Dealers Association (to present)\n\n2012 Director of Organization for Supporting the Turnaround of Businesses Damaged by the Great East Japan Earthquake\n\n2013 President of Think Tank SophiaBank\n\n \n \n0\n \n\n \n\n100\n\n##### Table of Contents\n\nName (Date of Birth)\n\n \n\nPosition\n\n \n\nBrief Career Summary and Important Concurrent Duties\n\n \nNumber of\nCommon Shares\n(in thousands)\n \n\n \n\n \n\n2014 Outside Director of Toyota Tsusho Corporation\n\n2018 Outside Director of Net Protections Holdings, Inc.\n\n2022 Chairperson of Institute for International Socio-Economic Studies (to present)\n\n2022 Outside Director of Shizuoka Financial Group, Inc. (to present)\n\n2024 Substitute Audit & Supervisory Board Member of TMC\n\n2024 Outside Director of Mercari, Inc. (to present)\n\n2025 Outside Member of the Board of Directors of TMC (to present)\n\n \n\n(important concurrent duties)\n\nChairperson of Institute for International Socio-Economic Studies\n\nOutside Director of Shizuoka Financial Group, Inc.\n\nOutside Director of Mercari, Inc.\n\n \n\nGeorge Olcott\n\n(May 7, 1955)\n\n \n\nOutside Member of the Board of Directors who is a member of the Audit & Supervisory Committee\n\n \n\n1986 Joined S.G.Warburg & Co., Ltd\n\n1999 President of UBS Asset Management (Japan)\n\n2000 Managing Director, Equity Capital Markets, UBS Warburg Tokyo\n\n2001 Judge Business School, University of Cambridge\n\n2005 FME Teaching Fellow, Judge Business School, University of Cambridge\n\n2008 Senior Fellow, Judge Business School, University of Cambridge\n\n2022 Outside Audit & Supervisory Board Member of TMC\n\n2025 Member of the Board of Directors who is a member of the Audit & Supervisory Committee of TMC (to present)\n\n \n \n5\n \n\nChristopher P. Reynolds\n\n(January 11, 1963)\n\n \n\nMember of the Board of Directors who is a member of the Audit & Supervisory Committee\n\n \n\n1986 Law clerk for Judge Damon J. Keith, U.S. Court of Appeals for the Sixth Circuit\n\n1987 Joined Hughes Hubbard & Reed\n\n1989 Joined U.S. Attorney’s Office, Southern District of New York\n\n1994 Joined Morgan, Lewis & Bockius\n\n2007 Joined Toyota Motor Sales, U.S.A., Inc. (TMS)\n\n2008 Group Vice President & General Counsel of TMS\n\n2012 General Counsel of Toyota Motor North America, Inc. (TMNA)\n\n \n \n—\n \n\n \n\n101\n\n##### Table of Contents\n\nName (Date of Birth)\n\n \n\nPosition\n\n \n\nBrief Career Summary and Important Concurrent Duties\n\n \nNumber of\nCommon Shares\n(in thousands)\n \n\n \n\n \n\n2015 Managing Officer of TMC (Chief Officer of General Planning Division, Deputy Chief Officer of General Administration & Human Resources Group, General Counsel and Chief Legal Officer)\n\n2017 Executive Vice President (EVP) of TMNA\n\n2020 Deputy Chief Risk Officer of TMC\n\n2022 Deputy Chief Compliance Officer of TMC\n\n2022 Independent Director of Southwest Airlines Co. (to present)\n\n2025 Retired from TMNA\n\n2025 Member of the Board of Directors who is a member of the Audit & Supervisory Committee of TMC (to present)\n\n \n\n(important concurrent duties)\n\nIndependent Director of Southwest Airlines Co.\n\n \n\nMasahiko Oshima\n\n(September 13, 1960)\n\n \n\nOutside Member of the Board of Directors who is a Member of the Audit & Supervisory Committee\n\n \n\n1984 Joined The Mitsui Bank Limited\n\n2012 Executive Officer of Sumitomo Mitsui Banking Corporation (SMBC)\n\n2014 Managing Executive Officer of SMBC\n\n2017 Director and Managing Executive Officer of SMBC Director and Senior Managing Executive Officer of SMBC\n\n2018 Senior Managing Corporate Executive Officer of Sumitomo Mitsui Financial Group, Inc. (SMFG)\n\nSenior Managing Executive Officer of SMBC\n\n2019 Deputy President and Executive Officer of SMFG Director and Deputy President of SMBC\n\n2023 Deputy Chairman of SMBC\n\n2023 Outside Member of the Board of Directors of TMC\n\n2024 Advisor of SMBC\n\n2024 Outside Audit and Supervisory Board Member, TBS HOLDINGS, INC. (to present)\n\n2024 Chairman and Representative Director, Ares Management Asia Japan KK. (to present)\n\n2025 Member of the Board of Directors who is a member of the Audit & Supervisory Committee of TMC (to present)\n\n \n\n(important concurrent duties)\n\nChairman and Representative Director of Ares Management Asia Japan KK.\n\nOutside Audit and Supervisory Board Member of TBS HOLDINGS, INC.\n\n \n \n3\n \n\nHiromi Osada\n\n(June 11, 1973)\n\n \n\nOutside Member of the Board of Directors who is a\n\n \n\n1999 Joined Chunichi Shimbun Co., Ltd.\n\n \n \n1\n \n\n \n\n102\n\n##### Table of Contents\n\nName (Date of Birth)\n\n \n\nPosition\n\n \n\nBrief Career Summary and Important Concurrent Duties\n\n \nNumber of\nCommon Shares\n(in thousands)\n \n\n \n\nMember of the Audit & Supervisory Committee\n\n \n\n2021 Editorial writer and Leader for reserve reporters in the Business News Department of Chunichi Shimbun Co., Ltd.\n\n2023 Editorial Committee Member and International General Desk of Chunichi Shimbun Co., Ltd.\n\n2024 Retired from Chunichi Shimbun Co., Ltd.\n\n2024 Outside Audit & Supervisory Board Member of TMC\n\n2025 Member of the Board of Directors who is a member of the Audit & Supervisory Committee of TMC (to present)\n\n \n\n \n\n*1\n\nMr. Koji Sato, who is Vice Chairman of the Board of Directors, will retire as a member of the Board of Directors effective upon the conclusion of the Ordinary General Meeting of Shareholders scheduled to be held on June 17, 2026.\n\nTMC has proposed, as an agenda item for resolution at the Ordinary General Meeting of Shareholders scheduled to be held on June 17, 2026, the “Election of 6 Members of the Board of Directors (Excluding Directors who are Audit & Supervisory Committee Members).” If this proposal is approved, the following individual is expected to be appointed as a director of TMC.\n\n \n\nName (Date of Birth)\n\n \n\nPosition\n\n \n\nBrief Career Summary and Important Concurrent Duties\n\n \nNumber of\nCommon Shares\n(in thousands)\n \n\nKenta Kon\n\n(August 2, 1968)\n\n \n\nPresident, Member of the Board of Directors*1\n\n \n\n1991 Joined TMC\n\n2017 General Manager, Accounting Division of TMC\n\n2018 Managing Officer of TMC Deputy Chief Officer, General Administration & Human Resources Group of TMC Deputy Chief Officer, Accounting Group of TMC\n\n2019 Executive Vice President of Advanced R&D and Engineering Company of TMC Operating Officer of TMC Chief Officer of Accounting Group of TMC\n\n2020 Fellow, Advanced R&D and Engineering Company of TMC Chief Financial Officer of TMC\n\n2021 Member of the Board of Directors and Operating Officer of TMC\n\n2022 Member of the Board of Directors, Operating Officer and Executive Vice President of TMC\n\n2023 Member of the Board of Directors of TMC Representative Director and Chief Financial Officer of Woven by Toyota, Inc. Director and Chief Financial Officer of Woven by Toyota, Inc.\n\n \n \n74\n \n\n \n\n103\n\n##### Table of Contents\n\nName (Date of Birth)\n\n \n\nPosition\n\n \n\nBrief Career Summary and Important Concurrent Duties\n\n \nNumber of\nCommon Shares\n(in thousands)\n \n\n \n\n \n\n2025 Operating Officer of TMC In charge of Mobility 3.0 Office at TMC (to present) Chief Financial Officer of TMC\n\n2026 Operating Officer and President of TMC Chief Executive Officer of TMC (to present)\n\n \n\n \n\n*1\n\nAs of the date of this report, Mr. Kon is the Operating Officer and President of TMC and will remain so following the approval of the proposal at the Ordinary General Meeting of Shareholders mentioned above. Mr. Kon will also become a Representative Director following such approval.\n\nNone of the persons listed above was selected as a member of Board of Directors, Audit & Supervisory Board Member, Audit & Supervisory Committee member or member of senior management pursuant to an arrangement or understanding with Toyota’s major shareholders, customers, suppliers or others.\n\n6.B COMPENSATION\n\nDecision Making Policy and Process\n\nToyota believes that it is critical to appoint individuals who practice “product-centered and region-centered management” and contribute to decision-making aimed at sustainable growth into the future based on the “Toyota Philosophy.” Moreover, these individuals should be able to play a significant role in transforming Toyota into a mobility company based on trust and friendship and internal two-way interactive teamwork, while working towards the solution of environmental issues, including climate change, as well as social challenges related to Toyota Motor Corporation and its value chain. Toyota’s director compensation system is an important means through which to promote various initiatives and is determined based on the following policy.\n\n \n\n \n•\n \n\nIt should be a system that encourages members of the Board of Directors to work to improve the medium- to long-term corporate value of Toyota.\n\n \n\n \n•\n \n\nIt should be a system that can maintain compensation levels that will allow Toyota to secure and retain talented personnel.\n\n \n\n \n•\n \n\nIt should be a system that motivates members of the Board of Directors to promote management from the same viewpoint as our shareholders with a stronger sense of responsibility as corporate managers.\n\nToyota became a company with an Audit & Supervisory Committee based on a resolution adopted at the 121st Ordinary General Meeting of Shareholders held on June 12, 2025. By resolution of the Board of Directors held on the same day, changes were made to the policy regarding the determination of remuneration for each member of the Board of Directors prior to the transition to a company with an Audit & Supervisory Committee, including specifying that the policy applies to Board of Directors (excluding those who are Audit & Supervisory Committee members) and other modifications. However, there were no substantive changes to the policy before and after the transition to a company with an Audit & Supervisory Committee.\n\nThe Board of Directors decides by resolution the policy for determining remuneration for and other payments to each member of the Board of Directors (excluding those who are Audit & Supervisory Committee members). Remuneration is effectively linked to corporate performance while reflecting individual job responsibilities and performance. Remuneration for outside members of the Board of Directors and members of the Board of Directors who are Audit & Supervisory Committee members consists only of fixed payments. As a result, this remuneration is not readily impacted by business performance, helping to ensure independence from management.\n\nBased on the resolution of the 121st Ordinary General Shareholders’ Meeting held on June 12, 2025 concerning remuneration for the members of the Board of Directors (excluding those who are Audit & Supervisory Committee\n\n \n\n104\n\n##### Table of Contents\n\nmembers) of Toyota, the maximum cash compensation was set at 3.0 billion yen per year (of which, the maximum amount payable to outside members of the Board of Directors is 0.3 billion yen per year). Additionally, it was further resolved that the maximum share compensation for members of the Board of Directors (excluding outside members of the Board of Directors and members of the Board of Directors who are Audit & Supervisory Committee members) was set at 4.0 billion yen per year. The number of members of the Board of Directors (excluding those who are Audit & Supervisory Committee members) upon conclusion of the 121st Ordinary General Shareholders’ Meeting was six (including two outside members of the Board of Directors).\n\nThe amount of remuneration for each member of the Board of Directors (excluding those who are Audit & Supervisory Committee members) of Toyota and the remuneration system are decided by the Board of Directors and the “Executive Compensation Meeting,” a majority of the members of which are outside members of the Board of Directors, to ensure the independence of the decision. See “Item 6. Directors, Senior Management and Employees — 6.C Board Practices” for the members of the Executive Compensation Meeting. The members of the meeting are Yoichi Miyazaki (Chairperson), Executive Vice President and a member of the Board of Directors, and Shigeaki Okamoto and Kumi Fujisawa, each an outside member of the Board of Directors.\n\nThe Board of Directors resolves the policy for determining remuneration for and other payments to each member of the Board of Directors (excluding those who are Audit & Supervisory Committee members) and the executive remuneration system. The Board of Directors also resolves to delegate the determination of the amount of remuneration for each member of the Board of Directors (excluding those who are Audit & Supervisory Committee members) for a given fiscal year to the Executive Compensation Meeting.\n\nThe Executive Compensation Meeting reviews the remuneration system for members of Board of Directors (excluding those who are Audit & Supervisory Committee members) and senior management on which it will consult with the Board of Directors and determines the amount of remuneration for each member of the Board of Directors (excluding those who are Audit & Supervisory Committee members), taking into account factors such as corporate performance as well as individual job responsibilities and performance, in accordance with the policy for determining remuneration for and other payments to each member of the Board of Directors (excluding those who are Audit & Supervisory Committee members) established by the Board of Directors. The Board of Directors considers that such decisions made by the Executive Compensation Meeting are in line with the policy for determining remuneration for and other payments to each member of the Board of Directors (excluding those who are Audit & Supervisory Committee members).\n\nThe total amount of remuneration for members of the Board of Directors who are Audit & Supervisory Committee members is set at no more than 360 million yen per year based on a resolution at the 121st Ordinary General Shareholders’ Meeting held on June 12, 2025. The number of members of the Board of Directors who are Audit & Supervisory Committee members as resolved at the Ordinary General Shareholders’ Meeting is four (including three outside members of the Board of Directors).\n\nRemuneration for members of the Board of Directors who are Audit & Supervisory Committee members is discussed and determined by members of the Board of Directors who are Audit & Supervisory Committee members within the scope determined by resolution of the shareholders’ meeting.\n\nExecutive Compensation Meetings were held in May, July, October, November and December 2025 and January, February, March and April 2026 to discuss and determine the amount of remuneration for fiscal 2026 and other relevant matters.\n\nRemuneration for the members of the Board of Directors (excluding those who are Audit & Supervisory Committee members) was determined with the unanimous consent of the Executive Compensation Meeting.\n\nThe principal topics discussed at Executive Compensation Meetings included:\n\n \n\n \n•\n \n\nRemuneration level for each position and job responsibility\n\n \n\n105\n\n##### Table of Contents\n\n \n•\n \n\nEvaluation of actual results of fiscal 2026\n\n \n\n \n•\n \n\nDetermination of the amount of remuneration for each member of the Board of Directors\n\n \n\n*\n\nThe amount of remuneration for each outside member of the Board of Directors (excluding those who are Audit & Supervisory Committee members) and the amount of remuneration for each internal member of the Board of Directors (excluding those who are Audit & Supervisory Committee members) were determined at the Executive Compensation Meeting held in May 2025 and April 2026, respectively.\n\nMethod of Determining Performance-based Remuneration (Bonus and Share Compensation)\n\nDirectors with Japanese Citizenship (Excluding Outside Members of the Board of Directors and Members of the Board of Directors who are Audit & Supervisory Committee Members)\n\nToyota sets the total amount of compensation that each member of the Board of Directors receives annually (“Annual Total Remuneration”) at an appropriate level based on position and duties by referencing compensation levels benchmarked against global companies selected based on the size of each person’s role and other factors.\n\nToyota makes sure that STI (short term incentive) and LTI (long term incentive) account for around 20% and 50% of the Annual Total Remuneration, respectively, and performance-based remuneration, which is STI and LTI combined, account for around 70%. STI is provided in the form of cash compensation based on “consolidated operating income,” “fluctuation of Toyota’s market capitalization*,” and “individual performance evaluation.” LTI is provided in the form of share compensation based on “multiple financial indicators,” “non-financial indicator,” and “individual performance evaluation.” In addition, there are cases where LTI may be paid in cash to retiring members of the Board of Directors (excluding outside members of the Board of Directors and members of the Board of Directors who are Audit & Supervisory Committee members) and members of the Board of Directors who do not reside in Japan (excluding outside members of the Board of Directors and members of the Board of Directors who are Audit & Supervisory Committee members).\n\n \n\n*\n\nCalculated by multiplying the closing price of Toyota’s common stock on the Tokyo Stock Exchange by the number of shares issued after deducting the number of shares of treasury stock\n\nComposition of Compensation\n\n \n\nType of Remuneration\n \n% of Total\nRemuneration\n \nRemuneration\nMethod\n \nConcept\n\n \n \n \n \n\nBase compensation*\n \nAround 30%\n \nCash\ncompensation\n \nThe percentage of total remuneration represented by LTI is designed to increase as an individual’s roles and duties become greater.\n\nSTI (Short Term Incentive)\n \nAround 20%\n \nCash\ncompensation\n\nLTI (Long Term Incentive)\n \nAround 50%\n \nShare\ncompensation\n\n \n\n*\n\nOther types of compensation such as fringe benefits and various allowances (e.g., a certain monetary payment that may be made following the retirement of a member of the Board of Directors who retires due to death, determined by taking into comprehensive consideration the role, duties, and other relevant factors of such director) may be provided to members of the Board of Directors within an appropriate range.\n\n \n\n106\n\n##### Table of Contents\n\nConcept of Performance Evaluating Indicators\n\n \n\n \n \n \n \n\nSTI\n\n \nFinancial\nindicators\n \n\n(1) Consolidated operating\n\nincome (single year)\n\n \nIndicator for evaluating Toyota’s efforts based on short-term business performance\n\n \n\n(2) Fluctuation of Toyota’s\n\nmarket capitalization\n\n \nCorporate value indicator for shareholders and investors to evaluate Toyota’s efforts\n\n \nIndividual performance evaluation\n \nQualitative evaluation of performance of each member of the Board of Directors\n\n \n \n \n \n\nLTI\n\n \nFinancial\nindicators\n \n(3) Consolidated operating income (multiple years)\n \nIndicator for evaluating Toyota’s medium- to long-term efforts based on business performance\n\n \n(4) Total shareholder return\n \nCorporate value indicator for shareholders and investors to evaluate Toyota’s medium- to long-term efforts\n\n \n\n(5) Return on equity\n\n \nNon-financial\nindicator\n \n(6) Progress of efforts to resolve sustainability issues\n \nIndicator for evaluating Toyota’s medium- to long-term efforts based on the degree of corporate value enhancement\n\n \nIndividual performance evaluation\n \nQualitative evaluation of performance of each member of the Board of Directors\n\nMethod and Reference Value for Each Performance Evaluating Indicator and Evaluation Result\n\n \n\n \n \n \n \n \n\nSTI\n \nEvaluation\nWeight\n \nEvaluation Method\n \nReference Value\n \nEvaluation Result\n\n \n \n \n \n \n\n(1) Consolidated operating income (single year)\n\n \n70%\n \n\nEvaluate the degree of attainment of consolidated operating income of the fiscal year, using the average consolidated operating income of Toyota over the last 10 fiscal years as a reference value (set in 2023)\n\n \n\n2.5 trillion yen\n\n \n134%\n\n(2) Fluctuation of Toyota’s market capitalization\n\n \n30%\n \n\nComparatively evaluate the fluctuation of TMC’s market capitalization for the fiscal year (average from January through March), using the market capitalization of Toyota and TOPIX for the previous fiscal year (average from January through March) as reference values\n\n \n\nToyota: 36.1 trillion yen\n\n \n\nTOPIX: 2,709.83\n\n \n\n107\n\n##### Table of Contents\n\n \n \n \n \n \n\nLTI\n \nEvaluation\nWeight\n \nEvaluation Method\n \nReference Value\n \nEvaluation Result\n\n \n \n \n \n \n\n(3) Consolidated operating income (multiple years)\n\n \n35%\n \n\nEvaluate the degree of attainment of consolidated operating income for the last three fiscal years, including the fiscal year in question, using the average consolidated operating income of Toyota over the last 10 fiscal years as a reference value (set in 2023)\n\n \n\n2.5 trillion yen\n\n \n130%\n\n(4) Total shareholder\n\nreturn\n\n \n17.5%\n \n\nComparatively evaluate Toyota’s total shareholder return, using the rate of change calculated by dividing the sum of the stock price of Toyota on the last day of the fiscal year and the cumulative amount of dividend per share during the period from the fiscal year that is four years before the fiscal year in question through the fiscal year in question by the stock price on the last day of the fiscal year that is five years before the fiscal year in question and the rate of change in TOPIX Net Total Return calculated in the same manner as reference values\n\n \n\nTOPIX: 202.2%\n\n(5) Return on equity\n\n \n17.5%\n \n\nComparatively evaluate Toyota’s return on equity for the fiscal year using the levels recommended by the Ito Review as reference values\n\n \n\n8%\n\n(6) Progress of efforts to resolve sustainability issues\n\n \n30%\n \n\nComprehensively evaluate quantitative and qualitative KPIs (amount of reduction in GHG emissions, indices in employee engagement, and governance, etc.) that are linked to business activities and established based on six materiality themes*\n\n \n\nFor each KPI, principally assessed based on the average over the preceding five-year period\n\n \n\n*\n\nThe six key issues identified by Toyota are: (1) Expanding the Value of Mobility; (2) Safety & Reliability; (3) Coexistence of Humanity & the Earth (including carbon neutrality); (4) Supporting the Community and Employment; (5) Active Participation for All; and (6) Strong Production and Business Operation\n\nConcept of Individual Performance Evaluation\n\nFor the determination of Annual Total Remuneration, adjustments to individual performance evaluations are made to the amounts of the STI base amount and the LTI base amount that reflect the evaluation results of financial and non-financial indicators. The evaluation takes into account various factors, such as initiatives\n\n \n\n108\n\n##### Table of Contents\n\n(including the ESG perspective) based on the Toyota Philosophy and initiatives toward medium- to long-term corporate value enhancement, as well as trust from his or her peers and contribution to the promotion of human resources development. The range of adjustments based on individual performance evaluations is set within the range of 50% above or below of the STI base amount and the LTI base amount, which reflect the performance evaluation results of financial and non-financial indicators, commensurate with position and job responsibilities. The amount of performance-based remuneration for each member of the Board of Directors is calculated based on evaluation results. Given the magnitude of roles and responsibilities of the Chairman of the Board of Directors, the Vice Chairman of the Board of Directors, and the President and member of the Board of Directors, we have determined that individual remuneration is to be adjusted solely based on company-wide performance evaluations, not reflecting an individual performance evaluation.\n\nDirectors with Foreign Citizenship (Excluding Outside Members of the Board of Directors and Members of the Board of Directors who are Audit & Supervisory Committee Members)\n\nFixed remuneration and performance-based remuneration are set based on the remuneration levels and structures that allow Toyota to secure and retain talented personnel. Annual Total Remuneration levels as well as the percentages of fixed remuneration and performance-based remuneration in total remuneration are set, taking into account each member’s job responsibilities and the remuneration standards of the entity for which such member previously worked (application determined individually). Performance-based remuneration consists of STI and LTI as is the case with directors with Japanese citizenship (excluding outside members of the Board of Directors and members of the Board of Directors who are Audit & Supervisory Committee members). The amounts of STI and LTI change in the same manner by reflecting STI and LTI performance evaluating indicators set for directors with Japanese citizenship (excluding outside members of the Board of Directors and members of the Board of Directors who are Audit & Supervisory Committee members) and individual performance evaluation results. In addition, there are cases where Toyota provide income tax compensation for certain members of the Board of Directors in light of the difference in income tax rates with that applied to them when they were at their former affiliation.\n\nAdditional Information Regarding Share Compensation\n\nFor additional details regarding share compensation provided to Members of the Board of Directors of Toyota, see “Item 6. Directors, Senior Management and Employees — 6.E Share Ownership.”\n\nCompensation\n\nThe aggregate amount of remuneration, including bonuses, accrued for all members of the Board of Directors (and Audit & Supervisory Board members before the transition to a company with an Audit & Supervisory Committee in June 2025) as a group by Toyota for services in all capacities was ¥4,405 million during fiscal 2026.\n\nToyota Motor Corporation and its subsidiaries have not set aside or accrued any amounts to provide pension, retirement or similar benefits to members of the Board of Directors (and Audit & Supervisory Board members before the transition to a company with an Audit & Supervisory Committee in June 2025) of Toyota Motor Corporation.\n\n \n\n109\n\n##### Table of Contents\n\nToyota’s Annual Securities Report filed with the Kanto Local Bureau of Finance on June 10, 2026, contained the following information concerning compensation in fiscal 2026 on a consolidated basis for members of the Board of Directors and Audit & Supervisory Board members whose total compensation exceeded ¥100 million during such period:\n\n \n\n \n \n \n \nCompensation per Type (millions of yen)\n \n \n \n \n\n \n \n \n \nPerformance-based\nCompensation\n \n \n \n \n\nName, Position\n\n \nClassification of Company\n \nFixed\nCompensation\n \n \nBonus\n \n \nShare\nCompensation*1\n \n \nRetirement\nBenefits\n \n \nTotal\nCompensation\n \n\nAkio Toyoda, Member of the Board of Directors\n\n \nToyota Motor Corporation\n \n \n396\n \n \n \n620\n \n \n \n\n1,097\n\n(368\n\n \n\n) \n\n \n \n— \n \n \n \n2,113\n \n\nKoji Sato, Member of the Board of Directors\n\n \nToyota Motor Corporation\n \n \n197\n \n \n \n200\n \n \n \n\n406\n\n*2 \n \n \n— \n \n \n \n803\n \n\nHiroki Nakajima, Member of the Board of Directors\n\n \nToyota Motor Corporation\n \n \n95\n \n \n \n168\n \n \n \n\n213\n(72\n\n) \n \n \n— \n \n \n \n476\n \n\nYoichi Miyazaki, Member of the Board of Directors\n\n \nToyota Motor Corporation\n \n \n100\n \n \n \n168\n \n \n \n\n213\n\n(72\n\n \n\n) \n\n \n \n— \n \n \n \n481\n \n\n \n\n*1\n\nNumbers in parentheses are the number of shares, provided in thousands of shares, rounded to the nearest 1,000 shares.\n\n*2\n\nShare compensation will be paid in cash to Koji Sato, who will retire as the Vice Chairman of the Board of Directors upon the conclusion of the 122nd Ordinary General Shareholders’ Meeting to be held on June 17, 2026.\n\nThe amounts above were recorded as expenses in fiscal 2026.\n\n6.C BOARD PRACTICES\n\nToyota’s articles of incorporation provide that the number of members of the Board of Directors is no more than 20, and the number of members of the Board of Directors who are Audit & Supervisory Committee members is no more than seven. Shareholders elect the members of the Board of Directors at the general shareholders’ meeting. The normal term of office of members of the Board of Directors (excluding members of the Board of Directors who are Audit & Supervisory Committee members) is one year, and that of members of the Board of Directors who are Audit & Supervisory Committee members is two years. Members of the Board of Directors may serve any number of consecutive terms.\n\nThe Board of Directors may appoint one Chairman of the Board of Directors and one President, as well as one or more Vice Chairmen of the Board and Executive Vice Presidents. The Board of Directors elects, pursuant to its resolutions, one or more Representative Directors. Each Representative Director represents Toyota generally in the conduct of its affairs. The Board of Directors has the ultimate responsibility for the administration of Toyota’s affairs. None of Toyota’s members of the Board of Directors is party to a service contract with Toyota or any of its subsidiaries that provides for benefits upon termination of employment.\n\nUnder the provisions of the Companies Act, if Toyota decides the terms of an agreement promising that Toyota will compensate a member of the Board of Directors for all or part of certain expenses incurred by the member of the Board of Directors, such a decision must be made by a resolution of the Board of Directors. Under the provisions of the Companies Act, if Toyota decides the terms of an insurance agreement to be executed with an insurer, under which a member of the Board of Directors is the insured, and which promises that the insurer will compensate for damage arising from the member of the Board of Directors being held liable in relation to the execution of his or her duties or from a liability claim filed against the member of the Board of Directors, such decision must be made by a resolution of the Board of Directors.\n\nUnder the Companies Act and Toyota’s articles of incorporation, Toyota may, by a resolution of its Board of Directors, exempt members of the Board of Directors (including former members of the Board of Directors)\n\n \n\n110\n\n##### Table of Contents\n\nfrom their liabilities to Toyota arising in connection with their failure to execute their duties within the limits stipulated by laws and regulations. In addition, Toyota may enter into a liability limitation agreement with each member of the Board of Directors (excluding executive members of the Board of Directors, among others) which limits the maximum amount of their liabilities owed to Toyota arising in connection with their failure to execute their duties to an amount equal to the minimum liability limit amount prescribed in the laws and regulations.\n\nUnder the Companies Act, Toyota must have at least three members of the Board of Directors who are Audit & Supervisory Committee members. A majority of the members of the Board of Directors who are Audit & Supervisory Committee members are required to be “outside” members of the Board of Directors, which is any person who satisfies all of the following requirements:\n\n \n\n \n(a)\n\nA person who is not, and has never been during the ten year period before becoming an outside member of the Board of Directors, an executive director (a member of the Board of Directors who engages in the execution of business), executive officer, manager or employee (collectively, “Executive Director, etc.”) of Toyota or its subsidiaries;\n\n \n\n \n(b)\n\nif a person was a member of the Board of Directors, accounting advisor (in the case that an accounting advisor is a legal entity, a member of such entity who is in charge of its affairs) or Audit & Supervisory Board member (excluding those who have ever been Executive Directors, etc.) of Toyota or any of its subsidiaries at any time during the ten year period before becoming an outside member of the Board of Directors, such person who has not been an Executive Director, etc. of Toyota or any of its subsidiaries during the ten year period before becoming a member of the Board of Directors, accounting counselor or Audit & Supervisory Board member; and\n\n \n\n \n(c)\n\na person who is not a spouse or relative within the second degree of kinship of a member of the Board of Directors, manager, or other key employee of Toyota.\n\nA member of the Board of Directors who is an Audit & Supervisory Committee member may not concurrently act as an executive member of the Board of Directors, manager, or other employees of Toyota or its subsidiary, or accounting advisor (if the accounting advisor is a corporation, the member who is in charge of its affairs) or an executive officer of Toyota or any of its subsidiaries. Audit & Supervisory Committee members have the duty to examine the financial statements and business reports which are submitted by the Board of Directors to the general shareholders’ meeting. The Audit & Supervisory Committee members also audit the execution of duties of Toyota’s members of the Board of Directors. Audit & Supervisory Committee members are not required to be, and Toyota’s Audit & Supervisory Committee members are not, certified public accountants.\n\nToyota does not have a remuneration committee. However, members of Toyota’s Executive Compensation Meeting discuss remuneration for members of the Board of Directors.\n\nThe Executive Compensation Meeting reviews the remuneration system for members of the Board of Directors and senior management and determines the amount of remuneration for each member of the Board of Directors, taking into account factors such as corporate performance as well as individual job responsibilities and performance. The members of the meeting are Yoichi Miyazaki (Chairperson), a member of the Board of Directors, and Shigeaki Okamoto and Kumi Fujisawa, each an outside member of the Board of Directors.\n\n \n\n111\n\n##### Table of Contents\n\n6.D EMPLOYEES\n\nThe total number of Toyota employees, on a consolidated basis, was 390,927 as of March 31, 2026, 383,853 as of March 31, 2025, and 380,793 as of March 31, 2024. The following tables set forth a breakdown of persons employed by business segment and by geographic location as of March 31, 2026.\n\n \n\nSegment\n\n  \n\nNumber of\nEmployees\n\n  \n\nLocation\n\n  \n\nNumber of\nEmployees\n\nAutomotive\n\n  \n343,952\n  \nJapan\n  \n207,137\n\nFinancial services\n\n  \n16,222\n  \nNorth America\n  \n65,411\n\nAll other\n\n  \n23,934\n  \nEurope\n  \n24,741\n\nUnallocated\n\n  \n6,819\n  \nAsia\n  \n66,331\n\n  \n\n  \nOther*\n  \n27,307\n\n  \n\n \n\n  \n\n  \n\n \n\nTotal\n\n  \n390,927\n  \n\nTotal\n\n  \n390,927\n\n  \n\n \n\n  \n\n  \n\n \n\n  \n\n  \n\n \n\n* “Other” consists of Central and South America, Oceania, Africa and the Middle East.\n\nMost regular employees of Toyota Motor Corporation and its consolidated subsidiaries in Japan, other than management, are required to become members of the labor unions that compose the Federation of All Toyota Workers’ Unions. Approximately 87% of Toyota Motor Corporation’s regular employees in Japan are members of this union.\n\nIn Japan, basic wages and other working conditions are negotiated annually. In addition, in accordance with Japanese national custom, each employee is also paid a semi-annual bonus. Bonuses are negotiated at the time of wage negotiations and are based on Toyota’s financial results, prospects and other factors. In fiscal 2026, the wage raises and bonuses were at the level demanded by the labor union.\n\nIn general, Toyota considers its labor relations with all of its workers to be good. However, Toyota is currently a party to, and otherwise from time to time experiences, labor disputes in some of the countries in which it operates. Toyota does not expect any disputes to which it is currently a party to materially affect Toyota’s consolidated financial position.\n\nToyota’s average number of temporary employees on a consolidated basis was 99,032 during fiscal 2026.\n\n6.E SHARE OWNERSHIP\n\nFor information on the number of shares of Toyota’s common stock held by each member of the Board of Directors as of June 2026, see “Item 6. Directors, Senior Management and Employees — 6.A Directors and Senior Management.”\n\nNone of Toyota’s shares of common stock entitles the holder to any preferential voting rights. As of March 31, 2026, Toyota does not have any stock option plan for which stock options or stock acquisition rights are exercisable or will become exercisable in the future.\n\n \n\n112\n\n##### Table of Contents\n\nToyota’s Board of Directors resolves the restricted share compensation within the maximum restricted share compensation amount of 4.0 billion yen per year (also, the total number of Toyota’s shares of common stock to be allotted shall not exceed a maximum of 4 million shares per year in total for members of the Board of Directors (excluding outside members of the Board of Directors and members of the Board of Directors who are Audit & Supervisory Committee members; “Eligible Members”)) established at the 121st Ordinary General Shareholders’ Meeting held on June 12, 2025. The overview of the share compensation is as follows.\n\n \n\nEligible Persons\n\n \n\nMembers of the Board of Directors of TMC (excluding Outside Members of the Board of Directors and Audit & Supervisory Committee Members) and Operating Officers of TMC who do not also serve as a member of the Board of Directors\n\n \n\nand\n\n \n\nMembers of the board of directors of certain subsidiaries of TMC (excluding outside members of the board of directors and audit & supervisory committee members) and operating officers of certain subsidiaries of TMC who do not also serve as a member of the board of directors\n\nTotal amount of the share compensation\n\n \n\nMaximum of 4.0 billion yen per year (the Eligible Members of the Board of Directors will make an in-kind contribution of all monetary claims granted within the said amount to receive delivery of the common stock to be issued or disposed of for the allotment)\n\nAmount of the share compensation payable to each member of the Board of Directors\n\n \n\nSet each year considering factors such as corporate results, duties, and performance\n\nType of shares to be allotted and method of allotment\n\n \n\nIssue or disposal of common stock (with transfer restrictions under an allotment agreement)\n\nTotal number of shares to be allotted\n\n \n\nMaximum of 4,000,000 shares per year in total to the Eligible Members of the Board of Directors\n\n(Provided, however, that if a stock split, including a gratis allotment, or a reverse stock split of Toyota’s common stock is carried out after June 12, 2025, or in case of events that otherwise require an adjustment to the total number of Toyota’s shares of common stock to be issued or disposed of as restricted share compensation, such total number of shares will be adjusted to a reasonable extent.)\n\nAmount to be paid\n\n \n\nDetermined by the Board of Directors of TMC based on the closing price of TMC’s common stock on the Tokyo Stock Exchange on the business day prior to each resolution of the Board of Directors, within a range that is not particularly advantageous to the Eligible Members of the Board of Directors\n\nTransfer restriction period\n\n \n\nA period of three to fifty years from the allotment date, which is determined by the Board of Directors of TMC in advance\n\n \n\n113\n\n##### Table of Contents\n\nConditions for removal of transfer restrictions\n\n \n\nMembers of the Board of Directors of TMC (excluding Outside Members of the Board of Directors and Audit & Supervisory Committee Members) and Operating Officers of TMC who do not also serve as a member of the Board of Directors:\n\n \n\nRestrictions will be removed upon the expiration of the transfer restriction period.\n\n \n\nHowever, restrictions on all of the allotted shares which the Eligible Person has will also be removed in the case of resignation from the position of member of the Board of Directors or an operating officer who does not also serve as a member of the Board of Directors of TMC due to expiration of the term of office, death, or other legitimate reasons.\n\n \n \n\nMembers of the board of directors of certain subsidiaries of TMC (excluding outside members of the board of directors and audit & supervisory committee members) and operating officers of certain subsidiaries of TMC who do not also serve as a member of the board of directors:\n\n \n\nRestrictions will be removed upon the expiration of the transfer restriction period.\n\n \n\nHowever, restrictions on all of the allotted shares which the Eligible Person has will also be removed in the case of resignation from all of the following positions due to expiration of the term of office or other legitimate reasons: member of the board of directors of a subsidiary of TMC, operating officer of a subsidiary of TMC who does not also serve as a director, or member of the Board of Directors of TMC or Operating Officer of TMC who does not also serve as a member of the Board of Directors.\n\nGratis acquisition by Toyota\n\n \n\nTMC will naturally acquire at no cost all of the allotted shares for which the transfer restrictions have not been lifted at the time of the expiration of the transfer restriction period, or at the time of the lifting of the transfer restrictions stipulated. Other grounds for gratis acquisition shall be stipulated by the allocation contract of the restricted stock based on a resolution of the Board of Directors of TMC.\n\nIf an Eligible Member of the Board of Directors does not reside in Japan at the time of receiving an allotment of restricted shares, Toyota may grant restricted share units instead of the restricted shares above to relieve the recipients from the burden of compliance with laws and regulations in their country of residence and tax disadvantages. The only conditions different from Toyota’s restricted share compensation plan are that the delivery of common shares will be upon the expiration of a period equivalent to the transfer restriction period and that in the event of the death of an Eligible Member of the Board of Directors, it will be a payment of money to the successors of members of the Board of Directors of Toyota in lieu of an issuance of common shares. Both the restricted share compensation plan and the restricted share unit plan shall be managed together within the total amount of share compensation applicable.\n\nIn some cases, share compensation for a retiring Eligible Member of the Board of Directors may be allotted to them without any transfer restrictions. In addition, share compensation may be paid in cash to a retiring Eligible Member of the Board of Directors or an Eligible Member of the Board of Directors who does not reside in Japan.\n\nToyota also has an employee stock ownership association in Japan for employees and full time and part time company advisors. Members of the employee stock ownership association set aside certain amounts from their monthly salary and bonuses to purchase Toyota’s common stock through the employee stock ownership\n\n \n\n114\n\n##### Table of Contents\n\nassociation. As of March 31, 2026, the employee stock ownership association held 68,566,067 shares of Toyota’s common stock.\n\nOn March 24, 2025, the Board of Directors resolved to introduce a share-based compensation plan using an employee stock ownership plan trust structure (the “ESOP Trust”) for employees in “Senior Professional / Senior Management (Kanbushoku)” positions who satisfy certain requirements (the “Eligible Employees”). The following table provides a summary of the ESOP Trust.\n\n \n\nCategory\n\n  \n\nDetails\n\nTrust type\n\n  \nA money trust other than an individually-operated designated money trust (third party benefit trust)\n\nTrust purpose\n\n  \nTo provide incentives to Eligible Employees\n\nSettlor\n\n  \nTMC\n\nTrustees\n\n  \nMitsubishi UFJ Trust and Banking Corporation (Co-trustee: The Master Trust Bank of Japan, Ltd.)\n\nBeneficiaries\n\n  \nEligible Employees satisfying the beneficiary requirements\n\nTrust administrator\n\n  \nA third party that does not have any interest in TMC (certified public accountant)\n\nTrust agreement date\n\n  \nAugust 25, 2025\n\nTrust period\n\n  \nFrom August 25, 2025 to August 31, 2026\n\nExercise of voting rights\n\n  \nThe trustee will exercise the voting rights of TMC shares by following the instructions of the trust administrator that reflect the exercise of voting rights by the beneficiary candidates.\n\nType of acquired shares\n\n  \nCommon stock of TMC\n\nAmount of trust money\n\n  \n1.5 billion yen (includes trust fees and trust expenses)\n\nMethod of acquisition of shares\n\n  \nAcquisition from TMC (disposition of treasury stock)\n\nTiming of acquisition of shares\n\n  \nAugust 28, 2025\n\nHolders of vested rights\n\n  \nTMC\n\nResidual assets\n\n  \nResidual assets that can be received by TMC, as the beneficiary, shall be limited to the trust expense reserve, calculated by deducting the cost for acquiring shares from trust money.\n\nNo shares have been granted under the ESOP Trust.\n\n6.F DISCLOSURE OF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION\n\nNone."}