Toyota 2015 Annual Report Download - page 136

listed in the general pre-approval and (ii) obtaining services that are listed in the general pre-approval but of
which the total fee amount exceeds the amount affirmed by the general pre-approval. The determination of
whether or not to grant a request to revise the general pre-approval noted in the foregoing may alternatively be
made by an audit & supervisory board member (full time), who is designated in advance by a resolution of the
audit & supervisory board, in which case such audit & supervisory board member (full time) shall report such
decision at the next meeting of the audit & supervisory board. The performance of audit and permissible
non-audit services and the payment of fees are subject to review by the audit & supervisory board at least once
every fiscal half year.
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Toyota does not have an audit committee. Toyota is relying on the general exemption contained in
Rule 10A-3(c)(3) under the Exchange Act, which provides an exemption from the NYSE’s listing standards
relating to audit committees for foreign companies like Toyota that have an audit & supervisory board. Toyota’s
reliance on Rule 10A-3(c)(3) does not, in its opinion, materially adversely affect the ability of its audit &
supervisory board to act independently and to satisfy the other requirements of Rule 10A-3.
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
PURCHASERS
The following table sets forth purchases of Toyota’s common stock by Toyota and its affiliated purchasers
during fiscal 2016:
Period
(a)
Total
Number of
Shares
Purchased(1)
(b)
Average
Price Paid per
Share (Yen)(1)
(c)
Total
Number of
Shares
Purchased as
Part of
Publicly
Announced
Plans or
Programs(2)
(d)
Maximum
Number of
Shares that
May Yet Be
Purchased
Under the
Plans or
Programs(2)
April 1, 2015 – April 30, 2015 ...................... 2,811 8,330.14 — —
May 1, 2015 – May 31, 2015 ....................... 2,293 8,346.48 — —
June 1, 2015 – June 30, 2015 ....................... 2,670 8,421.80 — —
July 1, 2015 – July 31, 2015 ........................ 2,806 8,203.71 — —
August 1, 2015 – August 31, 2015 ................... 15,107,645 7,693.43 15,100,000 —
September 1, 2015 – September 30, 2015 .............. 18,545,495 7,169.99 18,544,200 —
October 1, 2015 – October 31, 2015 .................. 11,331,816 7,334.76 11,330,100 —
November 1, 2015 – November 30, 2015 .............. 9,006,531 7,578.81 9,004,700 —
December 1, 2015 – December 31, 2015 .............. 19,268,487 7,668.71 19,263,900 —
January 1, 2016 – January 31, 2016 .................. 12,083,143 6,749.89 12,081,700 —
February 1, 2016 – February 29, 2016 ................ 13,992,721 6,183.69 13,991,500 —
March 1, 2016 – March 31, 2016 .................... 10,727,743 6,023.51 10,726,800 —
Total .......................................... 110,074,161 — 110,042,900 —
(1) A portion of the above purchases were made as a result of holders of shares constituting less than one unit,
which is 100 shares of common stock, requesting Toyota to purchase shares that are a fraction of a unit, in
accordance with Toyota’s share handling regulations. Toyota is required to comply with such requests pursuant
to the Companies Act. See “Additional Information — Memorandum and Articles of Association — Japanese
Unit Share System.” It also includes shares purchased based on demands made by dissenting shareholders in
connection with a business integration executed by Toyota. The number of shares purchased not pursuant to
publicly announced plans or programs conducted in fiscal 2016 is 31,261.
(2) To avoid the dilution of its common shares as a result of the issuance of First Series Model AA Class
Shares, Toyota announced on April 28, 2015, June 16, 2015 and August 4, 2015 that it would repurchase up
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