November 22, 2011 To Whom It May Concern:

Name of Company: Toyota Tsusho Corporation Representative: Jun Karube, President (Code No.:8015; First Section of the Tokyo Stock Exchange and the Nagoya Stock Exchange) Contact: Haruyuki Hattori, General Manager of Public Relations Department Telephone: +81 (0)52 584 5011

Name of Company: Tokiwa Engineering Co., Ltd. Representative: Kenji Higuchi, President Contact: Takao Hiramatsu, General Manager of Operation Department Telephone: +81 (0)52 832-5211

Notice Regarding the Conversion of Tokiwa Engineering Co., Ltd. into a Wholly-Owned Subsidiary of Toyota Tsusho Corporation Through a Stock Swap Agreement

The respective Board of Directors of Toyota Tsusho Corporation (hereinafter referred to as “Toyota Tsusho” or the “Company”) and Tokiwa Engineering Co., Ltd. (hereinafter referred to as “Tokiwa Engineering”) passed a resolution at separate board meeting held today to convert Tokiwa Engineering into a wholly-owned subsidiary of Toyota Tsusho through a stock-swap (hereinafter referred to as the “Stock Swap”). The effective date of the Stock Swap is expected to be on January 24, 2012. Upon completion, Toyota Tsusho will become the sole parent company of Tokiwa Engineering. A Stock Swap agreement between the two companies has also been signed today with details of such agreement provided below.

Please note that Toyota Tsusho, pursuant to Article 796, Paragraph 3. of the Companies Act, plans to execute this Stock Swap using the simplified stock swap application procedures which means that it does not require the approval of its shareholders.

Details of the Stock Swap

1. Purpose of Converting Tokiwa Engineering into a Wholly-Owned Subsidiary Through the Stock Swap One of Toyota Tsusho’s fundamental policies is to increase value through the establishment of a robust supply chain. With this in mind, the Company has established sales and servicing functions with affiliated companies for various plant and facilities in the machinery segment, including areas such as machine tools, industrial machinery, textile machinery and construction machinery. Most notably, Toyota Tsusho possesses the keen ability to provide proposals and services that closely match customer needs in the automotive industry and to effectively utilize its global network to deliver such services. The current fiscal year marks the start of the Company’s new management vision entitled, the “Global 2020 Vision”. The main concept of this vision is to position the three areas of Mobility, Life & Community, and Earth & Resources as the main pillars of future growth for Toyota Tsusho and to create synergies in fields common to all three. Specifically, the Mobility field will look to contribute towards the advancement of the next generation of automobiles, the Life & Community field will look to improve living conditions, and the Earth & Resources field will focus on finding solutions to global issues. To this end, the machinery segment of Toyota Tsusho is already working to strengthen its businesses in the areas of Life & Community as well as Earth & Resources.

Tokiwa Engineering is involved in the design, manufacturing, sale and servicing of industrial components, and machinery and equipment. A major feature of their business is their ability to deliver solutions in the field of robotics, as well as their broad experience in the medical sector. Tokiwa Engineering has identified global expansion as one of its key priorities in order to achieve future growth.

As Toyota Tsusho and Tokiwa Engineering share common ground when it comes to future polices, various discussions on opportunities to collaborate as well as technology exchange conferences have been held to date. However, with the Stock Swap, the two companies will become one, and the dynamic and flexible management

‐ 1 ‐ structure of the consolidated entity can effectively utilize available management resources and take advantage of synergies created. Both companies recognized that this will allow the effective implementation of growth strategies and ultimately increase overall profitability. With this in mind, a decision was made to formalize the Stock Swap after negotiation and deliberation between the two companies.

By making Tokiwa Engineering a wholly-owned subsidiary, Toyota Tsusho plans to strengthen its operating platform in the field of machinery manufacturing with a particular emphasis on the expansion in the medical, robotics and electronics fields. On the other hand, by becoming a subsidiary of Toyota Tsusho through the Stock- Swap, Tokiwa Engineering aims to effectively utilize the management resources of its parent company starting with its expansive global network, and aim to strengthen its overseas business platform.

Taking all of the above into consideration, the Board of Directors of Toyota Tsusho and Tokiwa Engineering approved the Stock Swap and formalized the Stock Swap Agreement at their respective board meetings held on November 22, 2011.

2. Summary of the Stock Swap a. Timetable for the Stock Swap Board of Directors Meeting to Discuss (Both Companies) November 22, 2011 (Tue) Stock Swap Resolution Execution of Stock Swap Agreement (Both Companies) November 22, 2011 (Tue) Extraordinary Shareholders’ Meeting to (Tokiwa Engineering) December 15, 2011 (Thu) – Tentative Approve Stock Swap Stock Swap Day (Effective Date) (Both Companies) January 24, 2012 (Tue) - Tentative

Note 1: Toyota Tsusho, pursuant to Article 796, Paragraph 3. of the Companies Act, plans to execute this Stock Swap using the simplified stock swap application procedures which means that it does not require the approval of its shareholders. Note 2: The Stock Swap Day stated above may be modified by the mutual consent of both companies.

b. Stock Swap Methodology In accordance with the terms and conditions of the Stock Swap Agreement executed today by both companies, the Stock Swap will lead to Toyota Tsusho becoming the sole parent company of Tokiwa Engineering, and Tokiwa Engineering becoming a wholly-owned subsidiary of Toyota Tsusho. Pursuant to Article 796, Paragraph 3. of the Companies Act, Toyota Tsusho plans to execute this Stock Swap Agreement using the simplified stock swap application procedures which means that it does not require the approval of its shareholders. Tokiwa Engineering will, however, be requesting shareholder approval of Stock Swap at an extraordinary shareholders’ meeting which is scheduled to be held on December 15, 2011. If such approval is granted, the Stock Swap is set to be carried out on January 24, 2012.

c. Details of the Allocation of Shares Associated with the Stock Swap In this Stock Swap, Toyota Tsusho will issue Company stock to existing shareholders of of Tokiwa Engineering (excluding Toyota Tsusho) that are listed on the shareholders’ register as of the time immediately prior to Toyota Tsusho acquiring all outstanding shares of Tokiwa Engineering (hereinafter referred to as the “Date of Record”). The following share allocation ratio is to be applied to calculate the number of Toyota Tsusho common shares that will be issued to existing shareholders of Tokiwa Engineering as of the Date of Record.

Share Allocation Ratio = JPY3,250 / Average Share Price of Toyota Tsusho Common Shares

Please note that the “Average Share Price of Toyota Tsusho Common Shares” will be calculated as the average market closing share price of Toyota Tsusho’s common stock on the Tokyo Stock Exchange in the period between November 24, 2011 and December, 7, 2011 (both days inclusive).

Note 1 – Method of Calculating the Share Allocation Ratio The Share Allocation Ratio will be calculated to the third decimal place and rounded off at the third decimal place.

Note 2 – Number of Shares to be Distributed for the Stock Swap

‐ 2 ‐ Toyota Tsusho Corporation will issue its common stock to all entities listed on Tokiwa Engineering’s shareholder’s registry at market closing on the day immediately prior to the effective date of the Stock Swap. The total number of Toyota Tsusho common stock to be issued will be calculated by multiplying the total number of Tokiwa Engineering common stock held by existing shareholders on the Date of Record with the aforementioned share allocation ratio. Further, all common stock to be issued by Toyota Tsusho associated with this Stock Swap will be allocated from treasury stock currently held by Toyota Tsusho.

Pursuant to a resolution to be voted on at a board meeting held prior to the effective date of the Stock Swap, Tokiwa Engineering plans to retire all treasury stock held immediately prior to the effective date of the Stock Swap at the same time (including shares acquired by Tokiwa Engineering from shareholders opposing the stock swap who have exercised their right to have their shares re-purchased).

As a result of the Stock Swap, certain shareholders of Tokiwa Engineering may be allocated a fractional share of Toyota Tsusho’s common stock. In the event that this occurs, pursuant to Article 234 of the Companies Act, Toyota Tsusho will sell common stock with a value equivalent to the total fractional amount (any fractional amount below 1 will be rounded off) and will pay applicable shareholders the relevant fractional amount.

d. Handling of Stock Options and Convertible Bonds Issued by the Stock Swap Wholly-Owned Subsidiary Tokiwa Engineering has not issued any stock options or convertible bonds.

3. Basis for Calculating the Share Allocations Associated with the Stock Swap a. Background and Basis for Calculation In order to determine the share allocation ratio associated with the Stock Swap, Toyota Tsusho retained the services of an independent third-party company that was tasked to calculate a fair and appropriate share value. Using the analysis result as a reference point, the parties comprehensively considered the benefits to both sets of shareholders before deciding on the optimal ratio for the share allocation. This figure is set forth as the Share Allocation Ratio in Section 2., Point c. above.

4. Corporate Profiles of the Two Companies that are Parties to the Stock Swap (As of 2011.3.31) (As of 2010.11.30) The sole parent company The wholly-owned subsidiary. (1) Corporate Name Toyota Tsusho Corporation Tokiwa Engineering Co., Ltd. (2) Location 9-8, Meieki 4-chome, Nakamura-ku, 15-13, Hayato, Koji-cho, Showa-ku, Nagoya Nagoya (3) Representative Jun Karube, president Kenji Higuchi, president (4) Main Business Domestic and offshore trading of various Design,manufacture,sales and commodities, construction contract, as maintenance of industrial part, machinery well as various insurance agency and equipment services, etc. (5) Paid-in Capital ¥64,936 million ¥100 million (6) Establishment July 1, 1948 June 4, 1947 (7) Common Stock - 354,056,516 (including Treasury Stock) 400,000 (including Treasury Stock) issued (8) Fiscal Year End Mar.31 Nov.30 (9) Number of 31,081 (consolidated) 90 Employees (10) Main Business Toyota Motor Corporation Denso Corporation, Partners Terumo Corporation (11) Main bank Bank of Tokyo-Mitsubishi UFJ, Ltd. Sumitomo Mitsui Banking Corporation Sumitomo Mitsui Banking Corporation Mizuho Bank, Ltd. (12)Major Toyota Motor Corporation 21.83% Mr.Choichiro Kido 44.6% Shareholders Toyota IndustriesCorpoartion 11.25% Mr.Takehiko Kido 10.5% TheMaster Trust Bank 4.86% Ms.Chie Mori 7.2% of Japan, Ltd. The Trustee Service Bank,Ltd. 4.23%

(13) Relations between the Two Companies that are Parties to the Stock Swap Business relations Toyotsu Techno Corporation which is a affiliated company of Toyota Tsusho Corporation has been ordering a design of a machinery.

‐ 3 ‐ (14) Operating results and the financial condition for the past three years (Unites: in JPY millions) ToyotaTsushoCorporation (consolidated) Tokiwa Engineering Co., Ltd. Fiscal year end As of As of As of As of As of As of 2009.3.31 2010.3.31 2011.3.31 2008.11.30 2009.11.30 2010.11.30 Net Assets 586,996 650,215 667,378 1,627 1,665 1,760 Total Assets 2,130,089 2,274,547 2,436,248 4,196 3,229 3,408 Net Assets per share 1,515.64 1,671.68 1,703.06 4,073 4,162 4,401 Sales 6,286,996 5,102,261 5,743,649 10,795 7,036 7,598 Operating Income 91,017 55,591 85,297 580 75 183 Ordinary Income 98,396 67,379 104,218 589 89 197 Net Income 40,224 27,339 47,169 355 56 110 Net Income per share 114.73 78.08 134.78 888 139 275 Cash Dividends 26.00 16.00 28.00 12.5 12.5 25 per share

5. Corporate Condition Upon Completion of the Stock Swap (1) Corporate Name Toyota Tsusho Corporation (2) Location 9-8, Meieki 4-chome, Nakamura-ku, Nagoya, Aichi (3) Representative Jun Karube, president (4) Main Busines Domestic and offshore trading of various commodities, construction contract, as well as as various insurance agency services, etc. (5) Paid-in Capital ¥64,936 million (6) Fiscal year end Mar.31 (7) Net Assets Not fixed as of now (8) Total Assets Not fixed as of now

6. Summary of Accounting Treatment This Stock Swap is expected to be treated as an acquisition (application of the purchase method of accounting) under the Accounting Standards for Business Combinations. At this time, the goodwill value that will be generated as a result of the Stock Swap is yet to be determined.

7. Future Outlook The impact of this Stock Swap on the consolidated and non-consolidated financial results of Toyota Tsusho for the current fiscal year (ending March 2012) is expected to be minimal. Similarly, the impact of this Stock Swap on the consolidated and non-consolidated financial results of Tokiwa Engineering for the current fiscal year (ending November 2012) is also expected to be minimal.

(For Reference) Toyota Tsusho’s Consolidated Financial Forecast for the current fiscal year ending March 2012 (as announced on October 28, 2011) and Actual Financial Results from the previous fiscal year ended March 2011 are provided below: (Units: in JPY millions)

Net Sales Operating Ordinary Net Income Income Income

Financial Forecast for the current fiscal year 6,000,000 93,000 116,000 66,000 (ending March 2012) Actual Financial Results from the 5,743,649 85,297 104,218 47,169 previous fiscal year (ended March 2011)

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