Concerning the Signing of a Merger Agreement

Toyota Motor Co., Ltd., (hereinafter TMC) and Toyota Motor Sales Co., Ltd., (hereinafter TMS) have reached a fundamental agreement to merge their two organizations with complete equality in all considerations. The official merger agreement was signed today. The following is an outline of the basic terms of the agreement.

1. Outline of Merger Agreement
   1. Method of merger
      Concurrent with the merger between TMC and TMS, TMC will survive and TMS will cease to exist as a corporate entity.
   2. Change of name
      TMC will change its name to TOYOTA MOTOR CORPORATION, effective the day of the merger.
   3. Merger ratio of shares
      New shares in TMC will be issued at the ratio of 0.75 shares for 1.0 shares of TMS stock. However, that ratio will not be applied to the 210 million shares of TMS stock owned by TMC.
   4. Date of merger
      The merger will take place on July 1, 1982.
   5. Stock dividend payments
      Dividend calculations for new shares in TOYOTA MOTOR CORPORATION will begin from the day of merger. TMS stock dividends for the period from April 1 through June 30, 1982, will be paid at the rate of ¥2.75 per share.
   6. Appointment of officers
      The new officers of TMC will be appointed at the TMC Extraordinary General Shareholders Meeting called to approve the merger agreement.
   7. General Shareholders Meeting to approve merger agreement
      TMC and TMS will both convene Extraordinary General Shareholders Meetings on May 13, 1982, to approve the merger agreement.