STUART J. BASKIN, admitted pro hac vice SHEARMAN...

2:10-cv-00922-DSF-AJW Document 301-1 Filed 11/13/12 of 111 Page ID

#:9775

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STUART J. BASKIN, admitted pro hac vice sbaskin() shearrnan.com

SHEARMAN & STERLING LLP 599 Lexington Avenue New York, NY 10022 Telephone: (212) 848-4000 Facsimile: (212) 848-7179

PATRICK D. ROBBINS, SBN 152288 probbins()shearrnan.corn

EMILY V.GRIFFEN, SBN 209162 egriffen()shearman.corn

SHARMAN & STERLING LLP 4 Embarcadero Center, Suite 3800 San Francisco, CA 94111-5994 Telephone: (415) 616-1100 Facsimile: (415) 616-1199

KAY E. KOCHENDERFER, SBN 125847 kkochenderfer()gibsondunn. corn

GARETH T. ES, SBN 138992

Avansgibsondunn. corn SON, DUNN & CRUTCHER LLP

333 South Grand Avenue Los Angeles, CA 90071-3197 Telephone: 213.229.7000 Facsimile: 213.229.7520 Attorneys for Defendants Toyota Motor Corporation, Toyota Motor North America, Inc., Toyota Motor Sales, U.S.A. 2 Inc., Katsuaki Watanabe, Fujio Cho, Yoshirni Inaba, James E. Lentz III, Irving A. Miller, Robert S. Carter, and Robert C. Daly

UNITED STATES DISTRICT COURT

CENTRAL DISTRICT OF CALIFORNIA

WESTERN DIVISION

IN RE TOYOTA MOTOR CASE NO. 10-CV-922 DSF (AJWx) CORPORATION SECURITIES LITIGATION CLASS ACTION

STIPULATION OF SETTLEMENT

Gibson, Dunn & Crutcher LLP

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This Stipulation of Settlement dated as of November 9, 2012 (the

"Stipulation") is made and entered into by and among (i) Lead Plaintiff Maryland

State Retirement and Pension System ("Lead Plaintiff") (on behalf of itself and

each of the Class Members), by and through its counsel of record; and

(ii) Defendants Toyota Motor Corporation, Toyota Motor North America, Inc.,

Toyota Motor Sales, U.S.A., Inc. (collectively, "Toyota"), Katsuaki Watanabe,

Fujio Cho, Yoshimi Inaba, James E. Lentz III, Irving A. Miller, Robert S. Carter,

and Robert C. Daly (collectively, "Defendants"), by and through their counsel of

record. This Stipulation is intended to fully, finally, and forever resolve,

discharge, and settle the Released Claims (as defined herein), subject to the

approval of the Court and the terms and conditions set forth in this Stipulation.

I. THE LITIGATION

On and after February 8, 2010, the following seven putative class action cases

were filed in the United States District Court for the Central District of California: (1)

Harry Stackhouse v. Toyota Motor Corporation, et al., 10-CV-922 DSF (AJWx); (2)

Tom Mustric v. Toyota Motor Corporation, et al., 10-CV-1429 DSF (AJWx); (3)

Kathryn A. Squires v. Toyota Motor Corporation, et al., 10-CV-l452 DSF (AJWx); (4)

Robert M Moss v. Toyota Motor Corporation, et al., 10-CV-1911 DSF (AJWx); (5)

Phillip Ge/en berg v. Toyota Motor Corporation, et al., 10-CV-2196 DSF (AJWx); (6)

Patricia Sampoli v. Toyota Motor Corporation, et al., 10-CV-2253 DSF (AJWx); and

(7) Hare! Pia Mutual Fund v. Toyota Motor Corporation, et al., 10-CV-2578 DSF

(AJWx)'. On June 7, 2010, the Court ordered these cases consolidated (Did. # 128)

and on August 2, 2010, the Court appointed Maryland State Retirement and Pension

System ("Maryland SRPS") as Lead Plaintiff, the law firm of Bernstein Litowitz

1 On July 20, 2010, Plaintiff Harel Pia Mutual Fund filed a Notice of Voluntary Dismissal in Case No. 10-CV-2578 DSF (AJWx) (Dkt. # 24).

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2:10-cv-00922-DSF-AJW Document 301-1 Filed 11/13/12 of 111 Page ID #:9777

1 Berger & Grossmann LLP as Lead Plaintiff's Counsel for the putative class, and the

2 law firm of Fairbank & Vincent as Liaison Counsel for the putative class (Dkt. # 152).

3

On October 4, 2010, Lead Plaintiff Maryland SRPS filed a Consolidated Class

4 Action Complaint (the "Complaint") (Dkt. # 174) alleging claims under Sections 10(b)

5 and 20(a) of the Securities Exchange Act of 19' :)4, on behalf of a Class of purchasers of

6 Toyota Motor Corporation American Depositary Shares between May 10, 2005 and

7 February 2, 2010, inclusive (and also on behalf of purchasers of Toyota Motor

8 Corporation common stock in domestic transactions during the same period), based on

9 allegations that Defendants concealed unintended acceleration problems affecting

10 Toyota vehicles. Lead Plaintiff also alleged a claim on behalf of purchasers of Toyota

11 Motor Corporation common stock between May 10, 2005 and February 2, 2010,

12 inclusive, under Article 21-2 of Japan's Financial Instruments and Exchange Act based

13 on allegations that Defendants concealed unintended acceleration problems affecting

14 Toyota vehicles. On January 20, 2011, Defendants filed a Motion to Dismiss the

15 Complaint (Dkt. #180). On July 7, 2011, the Court issued an order (Dkt. # 213)

16 granting in part and denying in part Defendants' Motion to Dismiss. Among other

17 things, the Court dismissed the claim on behalf of purchasers of Toyota Motor

18 Corporation common stock under Article 21-2 of Japan's Financial Instruments and

19 Exchange Act. Lead Plaintiff did not amend the Complaint after the Court issued its

20 order partially granting Defendants' Motion to Dismiss. On September 9, 2011,

21 Defendants filed their Answer to the Complaint (Dkt. # 229). On December 9, 2011,

22 Defendants filed a Motion for Partial Judgment on the Pleadings (Dkt. # 243) and on

23 February 21, 2012, the Court denied that Motion (Dkt. # 253).

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On February 17, 2012, Lead Plaintiff filed a Motion for Class Certification (Dkt.

25 # 250) seeking certification of a class of persons and entities that purchased or

26 otherwise acquired the American Depositary Shares ("ADS's") of Toyota Motor

27 Corporation and seeking appointment of Maryland SRPS as class representative and

28 Bernstein Litowitz Berger & Grossmann LLP as class counsel. On May 8, 2012,

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Defendants filed their Opposition (Dkt. # 265)2 to the Motion for Class Certification

and a Motion to Exclude the Expert Report of Lead Plaintiff's expert Chad Coffman

(Dkt. # 267). On August 2, 2012, Lead Plaintiff filed its Reply in support of its Motion

for Class Certification (Dkt. # 280), its Opposition to the Motion to Exclude the

Expert Report of Chad Coffman (Dkt. # 281), and on August 9, 2012, Lead Plaintiff

filed a Motion to Exclude the Expert Report of Defendants' expert Professor Paul A.

Gompers (Dkt. # 283). On August 30, 2012, Defendants filed their Reply in support of

their Motion to Exclude the Expert Report of Chad Coffman (Dkt. # 289) and on

September 6, 2012, Defendants filed their Opposition to Lead Plaintiffs Motion to

Exclude the Expert Report of Professor Goinpers (Dkt. # 292). On September 27,

2012, Lead Plaintiff filed its Reply in Support of its Motion to Exclude the Expert

Report of Professor Gompers (Dkt. # 297).

On October 5, 2012, Lead Plaintiff and Defendants (collectively, the "Parties")

filed a Joint Stipulation (Dkt. # 299) to continue the hearing on the Motion for Class

Certification and the Motions to Exclude the Expert Reports of Lead Plaintiffs Expert

Chad Coffman and Defendants' Expert Professor Gompers to December 3, 2012, and

staying discovery pending further order of the Court, on the grounds that the Parties

were engaged in settlement discussions that the Parties believed would lead to a

settlement, subject to board approvals. On October 10, 2012, the Court entered an

Order (Dkt. # 300) approving the Stipulation that continued the hearings to December

3, 2012 and stayed discovery pending further order of the Court.

II. DEFENDANTS' DENIALS OF WRONGDOING AND LIABILITY

Defendants have denied and continue to deny each and all of the claims and

contentions alleged by the Lead Plaintiff in the Litigation. Defendants expressly have

2 On June 7, 2012, Defendants filed an Amended Opposition to Lead Plaintiffs Motion for Class Certification (Dkt. # 269).

On August 9, 2012 Lead Plaintiff filed an Amended Reply (Dkt. # 287) in support of its Motion for Class Certification.

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Gibson, Dunn & Crutcher LLF


1 denied and continue to deny all charges of wrongdoing or liability against them arising

2 out of any of the conduct, statements, acts or omissions alleged, or that could have

3 been alleged, in the Litigation. Defendants also have denied and continue to deny,

4 among other things, the allegations that the Lead Plaintiff or the Class Members have

5 suffered damage, that the prices of Toyota's securities (including but not limited to

6 Toyota Motor Corporation's ADS's) were artificially inflated by reasons of alleged

7 misrepresentations, non-disclosures or otherwise, that the Lead Plaintiff or the Class

8 Members can prove that any alleged statements caused their alleged losses, or that the

9 Lead Plaintiff or the Class Members were otherwise harmed by the conduct alleged in

10 the Litigation. Defendants believe that the evidence developed to date supports their

11 position that they acted properly at all times and that the Litigation is without merit.

12

Nonetheless, Defendants have concluded that further conduct of the Litigation

13 could be protracted and expensive, and that it is desirable that the Litigation be fully

14 and finally settled in the manner and upon the terms and conditions set forth in this

15 Stipulation. Defendants also have taken into account the uncertainty and risks inherent

16 in any litigation, especially in complex cases like the Litigation. Defendants have,

17 therefore, determined that it is desirable and beneficial to them that the Litigation be

18 settled in the manner and upon the terms and conditions set forth in this Stipulation.

19 III. CLAIMS OF THE LEAD PLAINTIFF AND BENEFITS OF

20

SETTLEMENT

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Lead Plaintiff believes that the claims asserted in the Litigation have merit and

22 that the evidence developed to date supports the claims. Lead Plaintiff and its counsel

23 recognize and acknowledge, however, the expense and length of continued

24 proceedings necessary to prosecute the Litigation against the Defendants through trial

25 and through appeals. Lead Plaintiff and its counsel also have taken into account the

26 uncertain outcome and the risk of any litigation, especially in complex actions such as

27 the Litigation, as well as the difficulties and delays inherent in such litigation. Lead

28 Plaintiff and its counsel also are mindful of the inherent problems of proof under and

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1 possible defenses to the securities law violations asserted in the Litigation. Based on

2 their evaluation, Lead Plaintiff and its counsel believe that the settlement set forth in

3 this Stipulation confers substantial benefits upon the Class and that it is in the best

4 interests of the Class.

5 I IV. TERMS OF STIPULATION AND AGREEMENT OF SETTLEMENT

6

NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and

among Lead Plaintiff (for itself and the Class Members) and the Defendants, by and

8 through their respective counsel or attorneys of record, that, subject to the approval of

9 the Court, the Litigation and the Released Claims shall be finally and fully

10 compromised, settled and released, and the Released Claims in the Litigation shall be

11 dismissed with prejudice, as to all Settling Parties, upon and subject to the terms and

12 conditions of the Stipulation, as follows:

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1. Definitions

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As used in the Stipulation the following terms have the meanings specified

15 I below:

16

1.1. "Authorized Claimant" means any Class Member whose claim for

17 I recovery has been allowed pursuant to the terms of the Stipulation.

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1.2. "Claimant" means any Class Member who files a Proof of Claim in such

19 form and manner, and within such time, as the Court shall prescribe.

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1.3. "Claims Administrator" means the claims administration firm selected by

21 Lead Plaintiff subject to Court approval.

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1.4. "Class" means all Persons (other than those Persons who timely and

23 validly request exclusion from the Class) who purchased or otherwise acquired the

24 American Depositary Shares of Toyota Motor Corporation during the period from May

25 10, 2005, through and including February 2, 2010, excluding the Defendants and their

26 Related Persons.

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1.5. "Class Member" or "Member of the Class" means a Person who falls

28 within the definition of the Class as set forth in ¶ 1.4 above.

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Gibson, Dunn & Crutchsr LLP


1

1.6. "Class Period" means May 10, 2005, through and including February 2,

2 1 2010.

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1.7. "Defendants" means Toyota Motor Corporation, Toyota Motor North

4 America, Inc., Toyota Motor Sales, U.S.A., Inc., Katsuaki Watanabe, Fujio Cho,

5 Yoshimi Inaba, James E. Lentz III, Irving A. Miller, Robert S. Carter, and Robert C.

6 Daly.

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1.8. "Effective Date," or the date upon which this settlement becomes

8 "effective," means the date by which all of the events and conditions specified in ¶ 7.1

9 of the Stipulation have been met and have occurred.

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1.9. "Escrow Account" means an account maintained at Valley National Bank

11 to hold the Settlement Fund, which account, subject to the Court's supervisory

12 authority, shall be under the exclusive control of Lead Counsel.

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1.10. "Escrow Agent" means Valley National Bank.

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1.11. "Final" means when the last of the following with respect to the Judgment

15 approving the Stipulation, substantially in the form and content of Exhibit B attached

16 hereto, shall occur: (i) the expiration of the time to file a motion to alter or amend the

17 Judgment under Federal Rule of Civil Procedure 5 9(e) without any such motion having

18 been filed or, if such a motion is filed, the Judgment is not altered or amended; (ii) the

19 time in which to appeal the Judgment has passed without any appeal having been

20 taken; and (iii) if an appeal is taken, immediately after (a) the date of final dismissal of

21 any appeal or the final dismissal of any proceeding on certiorari, or (b) the date of

22 affirmance of the Judgment on appeal and the expiration of time for any further

23 judicial review whether by appeal, reconsideration or a petition for writ of certiorari

24 and, if certiorari is granted, the date of final affirmance of the Judgment following

25 review pursuant to that grant. For purposes of this paragraph, an "appeal" shall

26 include any petition for a writ of certiorari or other writ that may be filed in connection

27 with approval or disapproval of this settlement, but shall not include any appeal

28 pertaining solely to any application for attorney fees, costs or expenses, the Plan of



#:9782

1 Allocation of the Settlement Fund, or the procedures for determining Authorized

2 Claimants' recognized claims and any such appeal shall not in any way delay or affect

3 the time set forth above for the Judgment to become Final, or otherwise preclude the

4 Judgment from becoming Final.

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1.12. "Immediate Family" means an individual's spouse, parents, siblings,

6 children, grandparents, and grandchildren; the spouses of his or her parents, siblings

7 and children; and the parents and siblings of his or her spouse; and includes step and

8 adoptive relationships.

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1.13. "Individual Defendants" means Katsuaki Watanabe, Fujio Cho, Yoshimi

10 Inaba, James E. Lentz III, Irving A. Miller, Robert S. Carter, and Robert C. Daly.

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1.14. "Judgment" means the Final Judgment and Order of Dismissal with

12 Prejudice to be rendered by the Court, substantially in the form and content attached

13 hereto as Exhibit B.

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1.15. "Lead Counsel" means the law firm of Bernstein Litowitz Berger &

15 I Grossmann LLP.

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1.16. "Lead Plaintiff' means Maryland State Retirement and Pension System.

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1.17. "Liaison Counsel" means the law firm of Fairbank & Vincent.

18

1.18. "Litigation" means all actions in the consolidated action In Re Toyota

19 Motor Corporation Securities Litigation, Case No. 10-CV-922 DSF (AJWx), including

20 Harry Stackhouse v. Toyota Motor Corporation, et al., 10-CV-922 DSF (AJWx), Tom

21 Mustric v. Toyota Motor Corporation, et al., 10-CV-1429 DSF (AJWx), Kathryn A.

22 Squires v. Toyota Motor Corporation, et al., 10-CV-1452 DSF (AJWx), Robert M

23 Moss v. Toyota Motor Corporation, et al., 10-CV-1911 DSF (AJWx), Phillip

24 Gelenberg v. Toyota Motor Corporation, et al., 10-CV-2196 DSF (AJWx), Patricia

25 Sampoli v. Toyota Motor Corporation, et al., 10-CV-2253 DSF (AJWx), and Hard

26 Pia Mutual Fund v. Toyota Motor Corporation, et al., 10-CV-2578 DSF (AJWx).

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1.19. "Net Settlement Fund" means the Settlement Fund less (i) any Court-

28 awarded attorney's fees, costs and expenses; (ii) notice and administration or escrow

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Gibson, Dunn & Critcher LLP


1 costs; (iii) Taxes and Tax Expenses; and (iv) any other Court-approved deductions.

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1.20. "Notice Order" or "Preliminary Approval Order" means the preliminary

3: order as approved by the Court for mailing and publication of notice to Class

4 I Members.

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1.21. "Person" means an individual, corporation, limited liability corporation,

6 professional corporation, joint venture, limited liability partnership, partnership,

7 limited partnership, association, joint stock company, estate, legal representative, trust,

8 unincorporated association, government or any political subdivision or agency thereof,

9 and any business or legal entity.

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1.22. "Plaintiffs" means the Lead Plaintiff and each of the plaintiffs that filed a

11 complaint and/or appeared in the Litigation.

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1.23. "Plaintiffs' Counsel" means Lead Counsel, Liaison Counsel and other

13 counsel who represent a Plaintiff in the Litigation.

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1.24. "Plan of Allocation" means a plan or formula of allocation of the

15 Settlement Fund whereby the Settlement Fund shall be distributed to Authorized

16 Claimants after payment of expenses of notice and administration or escrow of the

17 settlement, Taxes and Tax Expenses, and such attorney fees, costs, expenses and

18 interest as may be awarded by the Court. Any Plan of Allocation is not part of the

19 Stipulation and neither Defendants nor their Related Persons shall have any

20 responsibility or liability with respect thereto.

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1.25. "Related Persons" means each of a Defendant's past or present directors,

22 officers, managers, employees, partners, members, principals, agents, underwriters,

23 insurers and co-insurers and their reinsurers, controlling shareholders, attorneys,

24 accountants or auditors, personal or legal representatives, predecessors, successors

25 (including by way of merger, consolidation, or other acquisition of controlling

26 interest), parents, subsidiaries, divisions, joint ventures, assigns, spouses, heirs,

27 executors, estates, administrators, related or affiliated entities, any entity in which a

28 Defendant has a controlling interest, any members of any Individual Defendant's



1 Immediate Family, or any trust of which any Individual Defendant is the settlor or

2 which is for the benefit of any Individual Defendant's Immediate Family, in their

3 respective capacities as such.

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1.26. "Released Claims" means any and all claims (including "Unknown

5 Claims" as defined below), debts, demands, controversies, obligations, losses, rights,

6 liabilities and/or causes of action of any kind or nature whatsoever—including, but not

7 limited to, any claims for damages (whether compensatory, special, incidental,

8 consequential, punitive, exemplary or otherwise) injunctive relief, declaratory relief,

9 rescission or rescissionary damages, interest, attorneys' fees, expert or consulting fees,

10 costs, expenses, or any other form of legal or equitable relief whatsoever—whether

11 based on federal, state, local, foreign, statutory or common law or regulation, class or

12 individual in nature, known or unknown, fixed or contingent, suspected or

13 unsuspected, concealed or hidden, accrued or un-accrued, liquidated or un-liquidated,

14 at law or in equity, matured or un-matured, that either were asserted or could have

15 been asserted, that relate to the purchase or acquisition of the American Depositary

16 Shares of Toyota Motor Corporation by the respective Class Member during the Class

17 Period and (i) have been asserted in this Litigation by the Class Members or any of

18 them against any of the Released Persons (as defined below), or (ii) could have been

19 asserted in the Litigation or any other forum by the Class Members or any of them

20 against any of the Released Persons, which arise out of or are based upon or related in

21 any way to the allegations, transactions, facts, matters or occurrences, representations

22 or omissions involved, set forth, or referred to in the Litigation, including, but not

23 limited to, statements or alleged omissions relating to unintended acceleration in

24 Toyota vehicles (including Toyota, Lexus and Scion brand vehicles), recalls of Toyota

25 vehicles (including Toyota, Lexus and Scion brand vehicles), the quality of Toyota

26 vehicles (including Toyota, Lexus and Scion brand vehicles) and/or Toyota's financial

27 results. For clarification, Released Claims do not include claims that relate to the

28 purchase or acquisition of Toyota common stock (except to the extent that Toyota



#:9785

1 American Depositary Shares represent underlying Toyota common stock, in which

2 case claims relating to the purchase of Toyota American Depositary Shares during the

3 Class Period are included in the Released Claims), or claims based upon, relating to or

4 arising out of the interpretation or enforcement of the terms of the Settlement.

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1.27. "Released Persons" means each and all of the Defendants and their

6 1 Related Persons.

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1.28. "Settlement Amount" means Twenty-Five Million Five Hundred

8 Thousand Dollars ($25,500,000) in cash to be paid by wire transfer to an interest

9 bearing account maintained by the Escrow Agent pursuant to ¶ 2.1 of this Stipulation.

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1.29. "Settlement Fund" means the Settlement Amount plus all accrued interest

11 and any other accretions thereto and which may be reduced by payments or deductions

12 as provided herein or by Court order.

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1.30. "Settling Parties" means, collectively, the Defendants and Lead Plaintiff

14 I on behalf of itself and on behalf of the Class and all Members of the Class.

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1.31. "Supplemental Agreement" means the agreement described in ¶ 7.3

16 I hereof.

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1.32. "Taxes" means federal and/or state income taxes, including estimated

18 federal and/or state income taxes, interest and/or penalties.

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1.33. "Tax Expenses" means expenses and costs incurred in connection with the

20 operation and implementation of ¶ 2.7, below, including, without limitation, expenses

21 of tax attorneys and/or accountants and mailing and distribution costs and expenses

22 relating to filing (or failing to file) the returns described in ¶ 2.7, below.

23

1.34. "Toyota" means Defendants Toyota Motor Corporation, Toyota Motor

24 North America, Inc., and Toyota Motor Sales, U.S.A., Inc.

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1.35. "Unknown Claims" means any Released Claims that any Lead Plaintiff or

26 any Class Member does not know or does not suspect to exist in his, her, or its favor at

27 the time of the release of the Released Persons, which, if known by him, her, or it,

28 might have affected his, her, or its settlement with and release of the Released Persons,

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1 or might have affected his, her, or its decision(s) with respect to the settlement. With

2 respect to any and all Released Claims, the Settling Parties stipulate and agree that,

3 upon the Effective Date, Lead Plaintiff shall expressly waive and relinquish, and each

4 of the Class Members shall be deemed to have, and by operation of the Judgment shall

5 have, expressly waived and relinquished the provisions, rights, and benefits conferred

6 by California Civil Code § 1542, which provides:

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A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS

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WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO

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EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING

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THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST

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HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT

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WITH THE DEBTOR.

13 Lead Plaintiff shall expressly waive and relinquish, and each of the Class Members

14 shall be deemed to have, and by operation of the Judgment shall have, expressly

15 waived and relinquished, any and all provisions, rights, and benefits conferred by any

16 law of any law of any state or territory of the United States, or any foreign state or

17 territory, or any principle of common law, which is similar, comparable or equivalent

18 to California Civil Code § 1542. Lead Plaintiff and Class Members may hereafter

19 discover facts in addition to or different from those that any of them now knows or

20 believes to be true related to the subject matter of the Released Claims, but Lead

21 Plaintiff upon the Effective Date shall expressly, fully, finally and forever settle and

22 release and each Class Member, upon the Effective Date, shall be deemed to have, and

23 by operation of Judgment shall have, fully, finally, and forever settled and released any

24 and all Released Claims against all Released Persons, known or unknown, suspected or

25 unsuspected, contingent or non-contingent, whether or not concealed or hidden, which

26 now exist, or heretofore have existed, upon any theory of law or equity now existing or

27 coming into existence in the future, including, but not limited to, conduct that is

28 negligent, intentional, with or without malice, or a breach of any duty, law, regulation

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1 or rule, without regard to the subsequent discovery or existence of such different or

2 additional facts. Lead Plaintiff acknowledges, and the Class Members shall be deemed

3 by operation of the Judgment to have acknowledged, that the foregoing waiver of

4 "Unknown Claims" (and inclusion of "Unknown Claims" in the definition of

5 "Released Claims") was separately bargained for and is a key element of the settlement

6 of which this release is a part.

7

2. The Settlement

8

a. The Settlement Fund

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2.1 Within ten (10) business days of the Court's issuance of an order

10 preliminarily approving the settlement, Toyota shall cause the principal amount of

11 $25,500,000 to be transferred into the Escrow Account, with the following exception:

12 If the Court issues an order preliminarily approving the settlement between December

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11, 2012, and December 26, 2012, inclusive, Toyota shall have until January 11, 2013,

14 to do so.

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b. The Escrow Agent

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2.2 The Escrow Agent shall invest the Settlement Fund deposited pursuant to

17 ¶ 2.1 above in short-term United States Agency or Treasury Securities or other

18 instruments backed by the full faith and credit of the United States Government or

19 fully insured by the United States Government or an agency thereof and shall reinvest

20 the proceeds of these instruments as they mature in similar instruments at their then-

21 current market rates. All risks related to the investment of the Settlement Fund in

22 accordance with the investment guidelines set forth in this paragraph shall be borne by

23 the Class and the Escrow Agent. The Released Persons shall have no responsibility

24 for, interest in, or liability whatsoever with respect to the investment decisions or the

25 actions or omissions of the Escrow Agent, or any transactions executed by the Escrow

26 Agent.

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1

2.3 The Escrow Agent shall not disburse the Settlement Fund except as

2 provided in the Stipulation, by an order of the Court, or with the written agreement of

3 counsel for Defendants.

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2.4 Subject to further order(s) and/or directions as may be made by the Court,

5 or as provided in the Stipulation, the Escrow Agent is authorized to execute such

6 transactions as are consistent with the terms of the Stipulation.

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2.5 All funds held by the Escrow Agent shall be deemed and considered to be

8 in custodia legis of the Court, and shall remain subject to the jurisdiction of the Court,

9 until such time as such funds shall be distributed pursuant to the Stipulation and/or

10 further order(s) of the Court.

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2.6 Without further order of the Court, the Escrow Agent may pay from the

12 Settlement Fund the costs and expenses reasonably and actually incurred in connection

13 with providing notice to the Class, locating Class Members, soliciting Class claims,

14 assisting with the filing of claims, administering and distributing the Net Settlement

15 Fund to Authorized Claimants, processing Proof of Claim and Release forms, and

16 paying Tax or Tax Expenses, escrow fees and costs, if any.

17

C. Taxes

18

2.7 (a) The Settling Parties and the Escrow Agent agree to treat the

19 Settlement Fund at all times as a "qualified settlement fund" within the meaning of

20 Treas. Reg. §1.468B-1. In addition, the Escrow Agent shall timely make such

21

elections as necessary or advisable to carry out the provisions of this ¶ 2.7, including

22 the "relation-back election" (as defined in Treas. Reg. § 1.468B-1) back to the earliest

23 permitted date. Such elections shall be made in compliance with the procedures and

24 requirements contained in such regulations. It shall be the responsibility of the Escrow

25 Agent to timely and properly prepare and deliver the necessary documentation for

26 signature by all necessary parties, and thereafter to cause the appropriate filing to

27 occur.

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1

(b) For the § 468B of the Internal Revenue Code of 1986, as amended,

2 and the regulations promulgated thereunder, the "administrator" shall be the Escrow

3 Agent. The Escrow Agent shall timely and properly file all informational and other tax

4 returns necessary or advisable with respect to the Settlement Fund (including, without

5 limitation, the returns described in Treas. Reg. § 1.468B-2(k)(1)). Such returns (as well

6 as the election described in ¶2.7(a) hereof) shall be consistent with this ¶ 2.7 and in all

7 events shall reflect that all Taxes (including any estimated Taxes, interest or penalties)

8 on the income earned by the Settlement Fund shall be paid out of the Settlement Fund

9 as provided in ¶2.7(c) hereof.

10

(c) All (i) Taxes (including any estimated Taxes, interest or penalties)

11 arising with respect to the income earned by the Settlement Fund, including any Taxes

12 or tax detriments that may be imposed upon the Defendants or their counsel with

13 respect to any income earned by the Settlement Fund for any period during which the

14 Settlement Fund does not qualify as a "qualified settlement fund" for federal or state

15 income tax purposes, and (ii) expenses and costs incurred in connection with the

16 operation and implementation of this ¶ 2.7 (including, without limitation, expenses of

17 tax attorneys and/or accountants and mailing and distribution costs and expenses

18 relating to filing (or failing to file) the returns described in this ¶ 2.7) ("Tax Expenses,"

19 as defined in ¶ 1.33 above), shall be paid out of the Settlement Fund, and in all events

20 neither Defendants nor their counsel shall have any liability or responsibility for the

21 Taxes or the Tax Expenses. The Settlement Fund shall indemnify and hold each of the

22 Defendants and their counsel harmless for Taxes and Tax Expenses (including, without

23 limitation, Taxes payable by reason of any such indemnification). Further, Taxes and

24 Tax Expenses shall be treated as, and considered to be, a cost of administration of the

25 Settlement Fund and shall be timely paid by the Escrow Agent out of the Settlement

26 Fund without prior order from the Court, and the Escrow Agent shall be obligated

27 (notwithstanding anything herein to the contrary) to withhold from distribution to

28 Authorized Claimants any funds necessary to pay such amounts including the

Gibson, Dunn & Cnjtcher LLP

14


1 establishment of adequate reserves for any Taxes and Tax Expenses (as well as any

2 amounts that may be required to be withheld under Treas. Reg. §1.468B-2(1)(2)) and

3 neither Defendants nor their counsel are responsible for nor shall they have any

4 liability for any Taxes or Tax Expenses. The Settling Parties agree to cooperate with

5 the Escrow Agent, each other, and their tax attorneys and accountants to the extent

6 reasonably necessary to carry out the provisions of this ¶ 2.7.

7

d. Termination of Settlement

8

2.8 In the event that the Stipulation is not approved or the Stipulation is

9 terminated, cancelled, or fails to become effective for any reason and/or the Effective

10 Date does not occur, the Settlement Fund (including accrued interest) less expenses

11 actually paid, incurred or due and owing in connection with the settlement provided for

12 herein, shall be refunded directly to Toyota pursuant to written instructions from

13 counsel to the Defendants (in accordance with ¶ 7.4 below).

14

3. Certification of the Class, Preliminary Approval Order and Settlement

15

Hearing

16

3.1 The Settling Parties stipulate to: (i) the certification, for settlement

17 purposes only, of a Class (as defined above), pursuant to Rules 23(a) and (b)(3) of the

18 Federal Rules of Civil Procedure; (ii) the appointment of Lead Plaintiff as the class

19 representative; and (iii) the appointment of Lead Counsel as class counsel.

20

3.2 On or before November 16, 2012, the Settling Parties shall submit the

21 Stipulation together with its Exhibits to the Court and shall apply for entry of an order

22 (the "Preliminary Approval Order"), substantially in the form and content of Exhibit A

23 hereto, requesting, among other things, the preliminary approval of the settlement set

24 forth in the Stipulation, and approval for the mailing of a settlement notice (the

25 "Notice") and Proof of Claim form and publication of a summary notice (the

26 "Summary Notice"), substantially in the form and content of Exhibits A-i through A-3

27 hereto. The Notice shall include the general terms of the settlement set forth in the

28 Stipulation, the proposed Plan of Allocation, the general terins of the Fee and Expense

15



1 Application as defined in ¶ 6.1 below and the date of the Settlement Hearing as defined

2 1 below.

3

3.3 Lead Counsel shall request that after notice is given, the Court hold a

4 hearing (the "Settlement Hearing") and approve the settlement of the Litigation as set

5 forth herein. To permit compliance with the settlement notice requirements of the

6 Class Action Fairness Act, to the extent they apply to settlement of this Litigation, the

7 Settlement Hearing shall take place no earlier than 100 calendar days after the filing of

8 this Stipulation. At or after the Settlement Hearing, Lead Counsel also will request

9 that the Court approve the proposed Plan of Allocation and the Fee and Expense

10 Application.

11

4. Releases

12

4.1 Upon the Effective Date, as defined in ¶ 1.8 hereof, Lead Plaintiff and

13 each and every Class Member shall be deemed to have—and by operation of the

14 Judgment shall have—fully, finally, and forever released, relinquished, discharged and

15 dismissed each and every one of the Released Claims against each and every one of the

16 Released Persons, whether or not such Class Member executes and delivers the Proof

17 of Claim and Release, and whether or not such Class Member shares in the Settlement

18 Fund.

19

4.2 Upon the Effective Date, as defined in ¶ 1.8 hereof, each of the Released

20 Persons shall be deemed to have—and by operation of the Judgment shall have—fully,

21 finally, and forever released, relinquished, and discharged Lead Plaintiff, each and all

22 of the Class Members, Lead Counsel, Liaison Counsel and Plaintiffs' Counsel from all

23 claims (including Unknown Claims) debts, demands, controversies, obligations, losses,

24 rights, liabilities and/or causes of action of any kind or nature whatsoever—including,

25 but not limited to, any claims for damages (whether compensatory, special, incidental,

26 consequential, punitive, exemplary or otherwise) injunctive relief, declaratory relief,

27 rescission or rescissionary damages, interest, attorneys' fees, expert or consulting fees,

28 costs, expenses, or any other form of legal or equitable relief whatsoever—whether


[Ell


1 based on federal, state, local, foreign, statutory or common law or regulation, class or

2 individual in nature, known or unknown, fixed or contingent, suspected or

3 unsuspected, concealed or hidden, accrued or un-accrued, liquidated or un-liquidated,

4 at law or in equity, matured or un-matured, arising out of, relating to, or in connection

5 with the institution, prosecution, assertion, settlement or resolution of the Litigation or

6 the Released Claims, provided that claims based upon, relating to or arising out of the

7 interpretation or enforcement of the terms of the Settlement are not released.

8

5. Administration and Calculation of Claims, Final Awards and

9

Supervision and Distribution of the Settlement Fund

10

5.1 Lead Counsel shall cause the Claims Administrator to mail the Notice and

11 Proof of Claim and Release to those members of the Class who may be identified

12 through reasonable effort, including through the cooperation of Toyota and/or its

13 agents. Lead Counsel will cause to be published the Summary Notice pursuant to the

14 terms of the Preliminary Approval Order or whatever other form or manner might be

15 ordered by the Court. For the purpose of identifying and providing notice to the Class,

16 within five (5) business days of the date of entry of the Preliminary Approval Order,

17 Toyota shall provide or cause to be provided to the Claims Administrator (at no cost to

18 the Settlement Fund, Lead Counsel or the Claims Administrator) any lists it or its

19 agent(s) has that identify potential Class Members (including names and addresses), in

20 electronic form. The Claims Administrator, subject to such supervision and direction

21 of the Court and/or Lead Counsel, as may be necessary or as circumstances may

22 require, shall administer and calculate the claims submitted by Class Members and

23 shall oversee distribution of the Net Settlement Fund to Authorized Claimants.

24

5.2 The Settlement Fund shall be applied as follows:

25

(a) to pay all the costs and expenses reasonably and actually incurred

26 in connection with providing notice, locating Class Members, soliciting Class claims,

27 assisting with the filing of claims, administering and distributing the Settlement Fund

28

17



1 to Authorized Claimants, processing Proof of Claim and Release forms and paying

2 escrow fees and costs, if any;

3

(b) to pay the Taxes and Tax Expenses described in ¶ 2.7 above;

4

(c) after entry of an order awarding Lead Counsel attorney fees,

5 expenses and costs, to pay Lead Counsel such attorney fees, expenses and costs with

6 interest thereon (the "Fee and Expense Award"), if and to the extent allowed by the

7 Court; and

8

(d) to distribute the balance of the Settlement Fund (the "Net

9 Settlement Fund," as defined in ¶ 1.19 above) to Authorized Claimants as allowed by

10 the Stipulation, the Plan of Allocation, or the Court.

11

5.3 Upon the Effective Date and thereafter, and in accordance with the terms

12 of the Stipulation, the Plan of Allocation, or such further approval and further order(s)

13 of the Court as may be necessary or as circumstances may require, the Net Settlement

14 Fund shall be distributed to Authorized Claimants, pursuant to a class distribution

15 order, subject to and in accordance with the following.

16

5.4 Within one-hundred and twenty (120) calendar days after the mailing of

17 the Notice or such other time as may be set by the Court, each Person claiming to be an

18 Authorized Claimant shall be required to submit to the Claims Administrator a

19 completed Proof of Claim and Release, substantially in the form of Exhibit A-2

20 attached hereto, signed under penalty of perjury and supported by such documents as

21 specified in the Proof of Claim and Release. Each Claimant shall be deemed to have

22 submitted to the jurisdiction of the Court with respect to the claim, and the claim shall

23 be subject to investigation and discovery under the Federal Rules of Civil Procedure,

24 provided, however, that such investigation and discovery shall be limited to the

25 claimant's status as a member of the Class and the validity and amount of the claim.

26 No discovery shall be allowed as to the merits of the litigation or of the Settlement in

27 connection with the processing of a claim.

M.

28



1

5.5 Except as otherwise ordered by the Court, all Class Members who fail to

2 timely submit a Proof of Claim and Release within such period, or such other period as

3 may be ordered by the Court, or otherwise allowed, shall be forever barred from

4 receiving any payments pursuant to this Stipulation and the settlement set forth herein,

5 but will in all other respects be subject to and bound by the provisions of this

6 Stipulation, the releases contained herein, and the Judgment. Notwithstanding the

7 foregoing, Lead Counsel may in their discretion, accept for processing late filed claims

8 so long as the distribution of the Net Settlement Fund to Authorized Claimants is not

9 materially delayed by doing so.

10

5.6 The Net Settlement Fund shall be distributed to the Authorized Claimants

11 substantially in accordance with the Plan of Allocation set forth in the Notice and

12 approved by the Court. Lead Counsel will apply to the Court for a class distribution

13 order: (1) approving the Claims Administrator's administrative determinations

14 concerning the acceptance and rejection of the claims submitted; (ii) approving

15 payment of any outstanding administration fees and expenses associated with the

16 administration of the Settlement from the Escrow Account; and (iii) if the Effective

17 Date has occurred, directing payment of the Net Settlement Fund to Authorized

18 Claimants from the Escrow Account. If there is any balance remaining in the Net

19 Settlement Fund after six (6) months from the initial date of distribution of the Net

20 Settlement Fund (whether by reason of tax refunds, uncashed checks or otherwise),

21 Lead Counsel shall, if feasible, reallocate such balance among Authorized Claimants in

22 an equitable and economic fashion. Thereafter, subject to Court approval, once further

23 distribution becomes no longer economically feasible as determined by Lead Counsel,

24 any balance that still remains in the Net Settlement Fund shall be donated to an

25 appropriate non-profit organization proposed by Lead Plaintiff.

26

5.7 This is not a claims-made settlement and there will be no reversion.

27 Defendants and the Released Persons shall have no responsibility for, interest in, or

28 liability whatsoever with respect to the distribution of the Net Settlement Fund, the

19



1 Plan of Allocation, the determination, administration, or calculation of claims, the

2 payment or withholding of Taxes, or any losses incurred in connection therewith. No

3 Person shall have any claim of any kind against the Defendants or their Related

4 Persons with respect to any of the matters set forth in ¶J 5.1-5.9 hereof. Lead Plaintiff,

5 Lead Counsel and the Class Members release Defendants and their Related Persons

6 from any and all liability and claims arising from or with respect to the investment or

7 distribution of the Settlement Fund and Net Settlement Fund.

8

5.8 No Person shall have any claim against Lead Plaintiff, Lead Counsel or

9 the Claims Administrator, or any other Person designated by Lead Counsel, based on

10 distributions made substantially in accordance with this Stipulation and the settlement

11 contained herein, the Plan of Allocation, or further order(s) of the Court.

12

5.9 It is understood and agreed by the Settling Parties that any proposed Plan

13 of Allocation of the Net Settlement Fund including, but not limited to, any adjustments

14 to an Authorized Claimant's claim set forth therein, is not a part of this Stipulation and

15 is to be considered by the Court separately from the Court's consideration of the

16 fairness, reasonableness and adequacy of the settlement set forth in this Stipulation,

17 and any order or proceeding relating to the Plan of Allocation shall not operate to

18 terminate or cancel the Stipulation or affect the finality of the Court's Judgment

19 approving the Stipulation and the settlement set forth therein, or any other orders

20 entered pursuant to the Stipulation.

21

6. Lead Counsel's Attorney Fees and Expenses of Counsel and the Lead

22

Plaintiff

23

6.1 Lead Counsel may submit an application or applications for a collective

24 award of attorneys' fees and reimbursement to Plaintiffs' Counsel (the "Fee and

25 Expense Application") to be paid from the Settlement Fund for: (a) attorney's fees;

26 plus (b) reimbursement of expenses and costs incurred in connection with prosecuting

27 the Litigation (which may include reimbursement of the expenses of Plaintiffs in

28 accordance with 15 U.S.C. § 78u-4(a)(4), plus any interest on such attorney fees, costs

20



1 and expenses at the same rate and for the same periods as earned by the Settlement

2 Fund (until paid) as may be awarded by the Court.

3

6.2 The attorney's fees, expenses and costs, as awarded by the Court, shall be

4 payable to Lead Counsel from the Settlement Fund, as ordered, immediately after the

5 Court executes an order awarding such fees and expenses, notwithstanding the

6 existence of any timely filed objections thereto, or potential for appeal therefrom, or

7 collateral attack on the Settlement or any part thereof. Lead Counsel shall thereafter

8 allocate the attorney fees amongst Plaintiffs' Counsel in a manner in which it in good

9 faith believes reflects the contributions of such counsel to the initiation, prosecution,

10 and resolution of the Litigation.

11

6.3 In the event that the Effective Date does not occur, or the Judgment or the

12 order making the Fee and Expense Award is reversed or modified, or the Stipulation is

13 cancelled or terminated for any other reasons, and in the event that any Fee and

14 Expense Award has been paid to any extent, then each Plaintiffs' Counsel, including

15 Lead Counsel and Liaison Counsel, who have received any portion of the Fee and

16 Expense Award shall within five (5) business days from receiving notice from

17 Defendants' counsel or from a court of appropriate jurisdiction, refund to the

18 Settlement Fund, any and all such fees, expenses and costs previously paid to them or

19 otherwise transferred to them from the Settlement Fund plus interest thereon at the

20 same rate as earned on the Settlement Fund: (a) in the full amount if the Effective Date

21 does not occur or if the Stipulation is terminated or cancelled, or (b) in such other

22 amount corresponding to that portion of any Fee and Expense Award that is reversed

23 or modified. Each such Plaintiffs' Counsel's law firm, as a condition of receiving such

24 fees and expenses, agrees that it is subject to the jurisdiction of the Court for the

25 purpose of enforcing the provisions of this paragraph.

26

6.4 The procedure for and the allowance or disallowance by the Court of any

27 applications by Lead Plaintiff or Lead Counsel for attorney fees, costs and expenses to

28 be paid out of the Settlement Fund, are not part of the settlement set forth in the

21


e 2:10-cv-00922-DSF-AJW Document 301-1 Filed 11/13/12 of 111 Page ID #:9797

1 Stipulation, and are to be considered by the Court separately from the Court's

2 consideration of the fairness, reasonableness and adequacy of the settlement set forth

3 in the Stipulation, and any order or proceeding relating to the Fee and Expense

4 Application, or any appeal from any order relating thereto or reversal or modification

5 thereof, shall not operate to terminate or cancel the Stipulation, or affect or delay the

6 finality of the Judgment approving the Stipulation and the settlement of the Litigation

7

set forth therein.

8

6.5 Defendants and their Related Persons shall have no responsibility for, and

9 no liability whatsoever with respect to, any payment to Plaintiffs' counsel from the

10 Settlement Fund.

11

6.6 Defendants and their Related Persons shall have no responsibility for, and

12 no liability whatsoever with respect to, the allocation among Plaintiffs' Counsel,

13 and/or any other Person who may assert some claim thereto, of any Fee and Expense

14 Award that the Court may make in the Litigation, and Defendants and their Related

15 Persons take no position with respect to such matters.

16

7. Conditions of Settlement, Effect of Disapproval, Cancellation or

17

Termination

18

7.1 The Effective Date of the Stipulation shall be the date when all of the

19 I following shall have occurred and is conditioned on the occurrence of all of the

20 following events:

21

(a) Toyota shall have timely made, or caused to be made, its

22 contribution to the Settlement Fund as required by 12.1 above;

23

(b) the Court has entered the Preliminary Approval Order, as provided

24 in ¶ 3.1 above;

25

(c) no option to terminate the Stipulation has been exercised pursuant

26 to ¶ 7.3 hereof;

27

(d) the Court has entered the Judgment, or a judgment substantially in

28 the form and content of Exhibit B hereto; and

22



1

(e) the Judgment has become Final, as defined in ¶ 1.11 hereof.

2

7.2 Upon the occurrence of all of the events referenced in ¶ 7.1 hereof, any

3 and all remaining interest or right of Defendants in or to the Settlement Fund, if any,

4 shall be absolutely and forever extinguished. If it becomes clear that all of the

5 conditions specified in ¶ 7.1 cannot or will not be met, then the Stipulation shall be

6 cancelled and terminated subject to ¶ 7.4 hereof, unless Lead Counsel and counsel for

7 Defendants mutually agree in writing to proceed with the Stipulation.

8

7.3 Toyota shall have the option to terminate the settlement in the event that

9 Persons who would otherwise be Class Members who purchased in the aggregate more

10 than a certain number of Toyota Motor Corporation American Depositary Shares

11 during the Class Period choose to exclude themselves from the Class, as set forth in a

12 separate agreement (the "Supplemental Agreement") executed between Lead Counsel

13 and Defendants' counsel. The Supplemental Agreement will not be filed with the

14 Court unless requested by the Court or unless a dispute among the Settling Parties

15 concerning the interpretation or application of the Supplemental Agreement arises, and

16 in that event the Supplemental Agreement shall be filed with and maintained by the

17 Court under seal.

18

7.4 Unless otherwise ordered by the Court, in the event the Stipulation shall

19 terminate, or be cancelled, or shall not become effective for any reason, within five (5)

20 business days after written notification of such event is sent by counsel for Defendants

21 or Lead Counsel, the Settlement Fund (including accrued interest), less expenses and

22 costs that either have been disbursed pursuant to ¶J 2.6 and 2.7 hereof, or are

23 determined to be chargeable to the Settlement Fund pursuant to 112.6 and 2.7 hereof,

24 shall be refunded by the Escrow Agent directly to Toyota pursuant to written

25 instructions from counsel for Defendants. At the request of counsel for Defendants,

26 the Escrow Agent or its designee shall apply for any tax refund owed to the Settlement

27 Fund and pay the proceeds, after deduction of any fees or expenses incurred in

28 connection with such application(s) for refund, to Toyota.

23



1

7.5 In the event that the Stipulation is not approved by the Court or the

2 settlement set forth in the Stipulation is terminated or fails to become effective in

3 accordance with its terms, then the Settling Parties shall be restored to their respective

4 positions in the Litigation as of October 5, 2012. In such event, the terms and

5 provisions of the Stipulation, with the exception of IT 1.1-1.33, 2.2-2.8, 6.3-6.4, 7.4-

6 7.6, 8.3 and 8.9-8.13 herein, shall have no further force and effect with respect to the

7 Settling Parties and shall not be used in the Litigation or in any other proceeding for

8 any purpose, and any judgment or order entered by the Court in accordance with the

9 terms of the Stipulation shall be treated as vacated, nunc pro tunc. No order of the

10 Court concerning—or modification or reversal on appeal of any order of the Court

11 concerning—the Plan of Allocation or the amount of any attorney fees, costs, expenses

12 and interest awarded by the Court to the Lead Plaintiff or any of Plaintiffs counsel

13 shall constitute grounds for cancellation or termination of the Stipulation.

14

7.6 If the Effective Date does not occur, or if the Stipulation is terminated

15 pursuant to its terms, neither Lead Plaintiff nor any of its counsel shall have any

16 obligation to repay any amounts actually and properly disbursed pursuant to ¶J 2.6 or

17 2.7 above. In addition, any expenses already incurred pursuant to ¶J 2.6 or 2.7 above

18 at the time of such termination or cancellation, but which have not been paid, shall be

19 paid by the Escrow Agent in accordance with the terms of the Stipulation prior to the

20 balance being refunded in accordance with ¶J 2.8 and 7.4 hereof.

21

8. Miscellaneous Provisions

22

8.1 The Settling Parties: (a) acknowledge that it is their intent to consummate

23 this agreement; and (b) agree to cooperate to the extent reasonably necessary to

24 effectuate and implement all terms and conditions of this Stipulation and to exercise

25 their best efforts to accomplish the foregoing terms and conditions of this Stipulation.

26

8.2 The Settling Parties intend this settlement to be a final and complete

27 resolution of all disputes between them with respect to the Litigation. The settlement

28 compromises claims that are contested and shall not be deemed an admission by any

24



1 Settling Party as to the merits of any claim or defense. The Judgment will contain a

2 statement that during the course of the Litigation, the parties and their respective

3 counsel at all times complied with the requirements of Federal Rule of Civil Procedure

4 11. The Settling Parties agree that the Settlement Amount and the other terms of the

5 settlement were negotiated in good faith by the Settling Parties, and reflect a settlement

6 that was reached voluntarily after consultation with competent legal counsel. The

7 Settling Parties reserve their right to rebut, in a manner that such party determines to

8 be appropriate, any contention made in any public forum that the Litigation was

9 brought or defended in bad faith or without a reasonable basis.

10

8.3 Neither the Stipulation nor the settlement contained herein, nor any act

11 performed or document executed pursuant to or in furtherance of the Stipulation or the

12 settlement: (a) is or may be deemed to be or may be used as an admission of, or

13 evidence of, the validity or invalidity of any Released Claim or of any wrongdoing or

14 liability of the Defendants and the Released Persons; or (b) is or may be deemed to be

15 or may be used as an admission of, or evidence of, any fault or omission of any of the

16 Defendants and the Released Persons in any civil, criminal or administrative

17 proceeding in any court, administrative agency or other tribunal. Defendants and the

18 Released Persons may file the Stipulation and/or the Judgment in any action that may

19 be brought against them in order to support a defense or counterclaim based on

20 principles of res judicata, collateral estoppel, release, good faith settlement, judgment

21 bar or reduction, or any other theory of claim preclusion or issue preclusion or similar

22 defense or counterclaim.

23

8.4 Except and only to the extent modified by this Stipulation, all agreements

24 made and orders entered during the course of the Litigation relating to the

25 confidentiality of information shall survive this Stipulation. Lead Plaintiff and Lead

26 Counsel hereby agree that until the Judgment becomes Final, or the Stipulation is

27 terminated or cancelled, they and Plaintiffs' counsel and any experts, consultants,

28 vendors and/or others to whom they have provided such documents (except for the

25



1 Court, the Special Master, and court personnel) shall treat all documents produced in

2 the Litigation by Defendants, and all responses to Requests for Admission and

3 Interrogatories, regardless of whether or not they were designated as "Confidential

4 Material" or "Highly Confidential Material" at the time of production, as if they were

5 designated as "Highly Confidential Material" pursuant to the stipulated Protective

6 Order Re Confidential and Highly Confidential Information (Dkt. # 227), and that

7 within ninety (90) days after the Litigation (including any appeals) is concluded, they

8 and Plaintiffs' Counsel and any experts and consultants to whom they have provided

9 any documents that Defendants produced, and to whom they have provided any of

10 Defendants' responses to Requests for Admission or Interrogatories, shall either return

11 all documents Defendants produced and any of Defendants' responses to Requests for

12 Admission and Interrogatories, and all copies thereof, to counsel for Defendants, or

13 that they shall destroy all documents that Defendants produced and any of Defendants'

14 responses to Requests for Admission and Interrogatories, and all copies thereof, and

15 certify that fact in writing to counsel for Defendants.

16

8.5 All of the Exhibits to this Stipulation are material and integral parts hereof

17 and are fully incorporated herein by this reference.

18

8.6 This Stipulation may be amended or modified only by a written

19 instrument signed by or on behalf of all Settling Parties or their respective successors-

20

in-interest.

21

8.7 This Stipulation and the Exhibits hereto and the Supplemental Agreement

22 constitute the entire agreement between Lead Plaintiff and Defendants and no

23 representations, warranties or inducements have been made to any party concerning

24 the Stipulation or its Exhibits or the Supplemental Agreement other than the

25 representations, warranties and covenants contained and memorialized in such

26 documents. Except as otherwise provided for herein, each party shall bear its own

27

costs.

28

26



1

8.8 Lead Counsel, on behalf of the Class, are expressly authorized by the

2 Lead Plaintiff to take all appropriate action required or permitted to be taken by the

3 Class pursuant to the Stipulation to effectuate its terms and also are expressly

4 authorized to enter into any modifications or amendments to the Stipulation on behalf

5 of the Class that they deem appropriate.

6

8.9 Each counsel or other Person executing the Stipulation or any of its

7 Exhibits on behalf of any party hereto hereby warrants that such Person has the full

8 authority to do so.

9

8.10 This Stipulation may be executed in one or more counterparts. All

10 executed counterparts and each of them shall be deemed to be one and the same

11 instrument. A complete set of executed counterparts shall be filed with the Court.

12

8.11 This Stipulation shall be binding upon, and inure to the benefit of, the

13 successors and assigns of the parties hereto.

14

8.12 The Court shall retain jurisdiction with respect to implementation and

15 enforcement of the terms of this Stipulation, and all parties hereto submit to the

16 jurisdiction of the Court for purposes of implementing and enforcing the settlement

17 embodied in this Stipulation.

18

8.13 This Stipulation and the Exhibits hereto shall be considered to have been

19 negotiated, executed and delivered, and to be wholly performed, in the State of

20 California, and the rights and obligations of the parties to this Stipulation shall be

21 construed and enforced in accordance with, and governed by, the internal, substantive

22 laws of the State of California without giving effect to that State's choice-of-law

23

principles.

24

8.14 If a trustee, receiver, conservator or other fiduciary is appointed under any

25 law similar to Title 11 of the United States Code (Bankruptcy), and in the event of the

26 entry of a final order of a court of competent jurisdiction determining the transfer of

27 money to the Settlement Fund or any portion thereof to be a preference, voidable

28 transfer, fraudulent transfer or similar transaction and any portion thereof is required to

27



be returned, and such amount is not promptly deposited to the Settlement Fund by

others, then, at the election of Lead Counsel, the Settling Parties shall jointly move the

Court to vacate and set aside the releases given and the Judgment entered pursuant to

this Stipulation, which releases and Judgment shall be null and void, and the Settling

Parties shall be restored to their respective positions in the litigation as of

October 5, 2012, and any cash amounts in the Settlement Fund or paid to Lead Counsel

shall be returned as provided above.

8.15 Toyota warrants as to itself that, as to the payments made by or on behalf

of it, at the time of such payment made pursuant to ¶ 2.1 above, it was not insolvent,

nor will the payment required to be made by or on behalf of it render it insolvent,

within the meaning of and/or for the purposes of the United States Bankruptcy Code,

including §§ 101 and 547 thereof. This representation is made by Toyota and not by

Toyota's counsel.

8.16 Defendants shall provide the notice of the settlement set forth in the Class

Action Fairness Act ("CAFA"), 28 U.S.C. § 1715, without waiver of the position that

such notice may not be required in this Litigation. To allow compliance with the

timing requirements of 28 U.S.C. § 1715 (including that Defendants have 10 days

following filing of a settlement with the Court to send the CAFA notice and that the

Settlement Hearing may take place no sooner than 90 days thereafter), the Settlement

Hearing shall take place no sooner than 100 days after this Stipulation is filed.

IN WITNESS WHEREOF, the parties hereto have caused this Stipulation to be

executed, by their duly authorized attorneys, dated as of November 9, 2012.

BERNSTEIN LITOWTTZ BERGER & GROSSMANN LLP

By: &L Blair A. Nicholas

BLAIR A. NICHOLAS (blairnblbglaw.com) NIKI L. MENDOZA (nikimb1bglaw.com)

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BENJAMIN GALDSTON (benoi)blbg1aw.com) oA\m KAPLAN

Mdavidkblbc4aw.com ) SEPI4'W. GOODMAN

(j oseph.00drnanb1bg1aw. corn) 12481 High BlutfDrive, Suite 300 San Diego, CA 92130 Tel: (858) 793-0070 Fax: (858') 793-0323

-and- GERALD H. SILK

Y [email protected]) 285 Avenue of the Americas, 38th Floor

New York, NY 10019 Tel: (212) 554-1400 Fax: (212) 554-1444

counsel for Lead Plaint if Maiyland State Retirement and Pension System and Lead Counsel for the Class

FAIRBANK & VINCENT ROBERT H. FAIRBANK (rfairbank()fairbankvincent.corn) DIRK L. VINCENT ([email protected] ) 444 S. Flower Street, Suite 3860 Los Angeles, CA 90071 Tel:(213) 891-9010 Fax: (213) 891-9011

Liaison counsel for the Class

MARYLAND OFFICE OF ATTORNEY GENERAL DOUGLAS F. GANSLER Attorney General of Maryland JOHN f. KUCHNO Assistant Attorney General

9kuchno.oag.state.rnd.us ) 00 St. Paul Place, 20th Floor

Baltimore, MD 21202 Tel: (410) 576-7291 Fax: (410) 576-6955

Counsel for Lead Plaintiff Maryland State Retirement and Pension System

29



#:9805

SHEAR'LtN & STRL1NG LLP

i)'. /

• / I 7 Stuart J. Baskin

STUART J BASKIN 599 Lexington Avenue New York, NY 10022 Telephone: (212) 848-4000 Facsimile: (212) 848-7179

PATRICK D. ROBBINS EMILY V. GRIFFEN 4 Embarcadero Center, Suite 3800 San Francisco, CA 94111-5994 Telephone: (415) 616-1100 Fax: (415) 616-1199

Counsel for Defendants Toyota Motor Corporation, Toyota Motor North America, Inc., Toyota Motor Sales, U.S.A., Inc., Katsuald Watanabe, Fujio Cho, Toshimi Inaba, James E. Lentz III, Irving A. Miller, Robert S. Carter, and Robert C. Daly

GIB SON, DUNN & CRUTCHER LLP

By: Kay E. Kochenderfer

KAY E. KOCHENDERFER 333 S. Grand Avenue Los Angeles, CA 90071 Telephone: (213) 229-7000 Facsimile: (213) 229-7520

GARETH T. EVANS 3161 Michelson Drive Irvine CA 92612 Telepcione: (949) 451-3800 Fax: (949) 431-4220

Counsel for Defendants Toyota Motor Corporation, Toyota Motor North America Inc., Toyota Motor Sales, U.S.A., Inc., Katsuaki fratanabe, Fujio Cho, Yoshimi Inaba, James K Lentz Ill, Irving A. Miller, Robert S. Carter, and Robert C. Daly

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27 STIPULATiON OF SETTLEMENT.DOCX

30 Gibson, Dunn & Cjutchsr LIP

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Case 2:10-cv-00922-DSF-AJW Document 301-1 Filed 11/13/12 of 111 Page ID If #:9806

SHEARMAN & STERLING LLP

By: Stuart J. Baskin

STUART J. BASKIN 599 Lexington Avenue New York,'NY 10022 Telephone: (212) 848-4000 Facsimile: (212) 848-7179

PATRICK D. ROBBINS EMILY V. GRIFFEN 4 Embarcadero Center, Suite 3800 San Francisco, CA 94111-5994 Telephone: (415) 616-1100 Fax: (415) 616-1199

Counsel for Defendants Toyota Mor Gprporation, Toyota Motor North America, Inc ,Xoóta Motor Sales, US.A., Inc., Katsualci Fujio Cho, Yoshimi Inaba, James E. Lnfz II-Irving A. Miller, Robert S. Carter, and ftcbert Q'Daly

GIBSON, D & CPt <CHER LLP

By:4— / /'__\- '___-.-

/7 Kay E. Kochenderfer

KAY E. KOHENDERFER 333 S. Grand Avenue Los Angeles, CA 90071 Telephone: (213) 229-7000 Facsimile: (213) 229-7520

GARETH T. EVANS 3161 Michelson Drive Irvine CA 92612 Telepcione: (949) 451-3800 Fax: (949) 451-4220

Counsel for Defendants Toyota Motor Corporation, Toyota Motor North America, Inc., Toyota Motor Sales, US.A., Inc., Katsuaki Watanabe, Fujio Cho, Yoshimi Inaba, James E. Lentz III, Irving A. Miller, Robert S. Carter, and Robert C. Daly

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STIPULATION OF SETTLEMENT.DOCX

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Case 2:10-cv-00922-DSF-AJW Document 301-1 Filed 11/13/12 of 111 Page ID #:9807

EXHIBIT A

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IN RE TOYOTA MOTOR CORPORATION SECURITIES LITIGATION

UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA

[PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT, CERTIFYING CLASS, PROVIDING FOR NOTICE AND SCHEDULING SETTLEMENT HEARING

EXHIBIT A

Courtroom: 840 Judge: Dale S. Fischer

Master File No. CV 10-922 DSF (AJWx)

2:10-cv-00922-DSF-AJW Document 301-1 Filed 11/13/12 of 111

ID #:9808

1

2

[PROPOSED] PRELTIIVIINARY APPROVAL ORDER Master File No. CV 10-922 DSP (AJWx)


ID #:9809

1

WHEREAS, Lead Plaintiff Maryland State Retirement and Pension System

2 ("Lead Plaintiff'), on behalf of itself and the Class (as hereinafter defined), and

3 Defendants Toyota Motor Corporation, Toyota Motor North America, Inc.,

4 Toyota Motor Sales, U.S.A., Inc., ("Toyota") Katsuaki Watanabe, Fujio Cho,

5 Yoshirni Inaba, James E. Lentz Ill, Irving A. Miller, Robert S. Carter and Robert

6 C. Daly (the "Individual Defendants" and together with Toyota, the "Defendants")

7 (collectively, the "Settling Parties") have entered into a settlement of the claims

8 asserted in the above-captioned action (the "Action"), the terms of which are set

9 forth in the Stipulation of Settlement (the "Stipulation" or the "Settlement"),

10 which is subject to review under Rule 23(e) of the Federal Rules of Civil

11 Procedure, and which, together with the Exhibits thereto, sets forth the terms and

12 conditions of the proposed Settlement of the claims asserted in the Action with

13 prejudice; and

14

WHEREAS, the Court having read and considered the Stipulation and

15 Exhibits thereto, including the proposed (i) Notice; (ii) Claim Form; (iii)

16 Summary Notice; and (iv) Judgment, and submissions relating thereto, and finding

17 that substantial and sufficient ground exists for entering this Order.

18

NOW, THEREFORE, IT IS HEREBY ORDERED:

19

1. This order (the "Preliminary Approval Order" or "Notice Order")

20 hereby incorporates by reference the definitions in the Stipulation, and all terms

21 used herein shall have the same meanings as set forth in the Stipulation.

22

2. The Court hereby preliminarily approves the Settlement as being fair,

23 just, reasonable and adequate to the Class, pending a final hearing on the

24' Settlement.

25

3. Pending further order of the Court, all litigation activity, except that

26 contemplated herein, in the Stipulation, in the Notice or in the Judgment, is hereby

27 stayed and all hearings, deadlines and other proceedings in this Action, except the

28 Settlement Hearing, are hereby taken off calendar.

[PROPOSED] PRELIMINARY APPROVAL ORDER Master File No. cv 10-922 DSF (AJWx)


ID #:9810

1

CLASS CERTIFICATION

2

4. The Court hereby certifies, for settlement purposes only, pursuant to

3 Rules 23(a) and 23(b)(3) of the Federal Rules of Civil Procedure, a Class defined

4 I as follows:

5

All Persons (other than those Persons who timely and validly request

6 exclusion from the Class) who purchased or otherwise acquired the

American Depositary Shares of Toyota Motor Corporation during the

7 period from May 10, 2005, through and including February 2, 2010,

8 excluding the Defendants and their Related Persons.

91 5. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, and for

10 the purposes of the Settlement only, Lead Plaintiff is appointed as the Class

11 Representative and Bernstein Litowitz Berger & Grossmann LLP is appointed as

12 Lead Counsel for the Class.

13 6. Lead Counsel has the authority to enter into the Stipulation on behalf

14 of Lead Plaintiff and the Class, and is authorized to act on behalf of Lead Plaintiff

15 and the Class, with respect to all acts or consents required by or that may be given

16 pursuant to the Stipulation, such as other acts that are reasonably necessary to

17 consummate the Settlement.

18 7. The Court approves the firm of Epiq Class Action & Claims

19 Solutions, Inc. ("Claims Administrator") to supervise and administer the notice

20 procedure, as well as the processing of claims as more fully set forth below:

21 a. No later than ten (10) business days after entry of this

22 Preliminary Approval Order, the Claims Administrator shall cause a copy of

23 the Notice and Proof of Claim, annexed hereto as Exhibits A-i and A-2,

24 respectively, to be mailed by first-class mail, postage prepaid, to all

25 members of the Class at the address of each such person as set forth in the

26 records of Toyota or its transfer agent or who are identified by further

27 reasonable efforts as set forth in the Stipulation (the "Notice Date");

28 b. A summary notice (the "Summary Notice"), annexed hereto as

Exhibit A-3, shall be published once in the national edition of The [PROPOSED] PRELIIIVIINARY APPROVAL ORDER -2- Master File No. CV 10-922 DSF (AJWx)


ID #:9811

1

Investor Business Daily and over the PR Newswire no later than ten (10)

2

business days after the Notice Date; and

3

C. The Notice, the Summary Notice, and the Claim Form shall

4 also be placed on the Claims Administrator's website, on or before the

5

Notice Date.

6

8. The Court approves the form, substance and requirements of the

7 Notice and Summary Notice (together, the "Notices") and the Claim Form, and

8 finds that the procedures established for publication, mailing and distribution of

9 such Notices substantially in the manner and form set forth in Paragraph 7 of this

10 Order meet the requirements of Rule 23 of the Federal Rules of Civil Procedure,

11 Section 21D(a)(7) of the Securities Exchange Act of 1934 (the "Exchange Act"),

12 as amended by the Private Securities Litigation Reform Act of 1995 (the

13 "PSLRA"), 15 U.S.C. § 78u-4(a)(7), the Constitution of the United States, and any

14 other applicable law, and constitute the best notice practicable under the

15 circumstances.

16

9. Within five (5) business days of entry of this Order, Toyota shall

17 provide or cause to be provided to the Claims Administrator (at no cost to the

18 Settlement Fund, Lead Counsel or the Claims Administrator) any lists it or its

19 agent(s) has that identify potential Class Members (including names and

20 addresses), in electronic form.

21

10. No later than thirty-five (35) calendar days prior to the Settlement

22 Hearing, Lead Counsel shall cause to be filed with the Clerk of this Court

23 affidavits or declarations of the person or persons under whose general direction

24 the mailing of the Notice and the publication of the Summary Notice shall have

25 been made, showing that such mailing and publication have been made in

26 accordance with this Order.

27

11. Nominees who purchased or otherwise acquired Toyota Motor

28 Corporation American Depositary Shares ("ADS's") for beneficial owners who

[PROPOSED] PRELIMINARY APPROVAL ORDER Master File No. CV 10-922 DSF (AJWx)


ID #:9812

1 are Class Members are directed to: (a) request within fourteen (14) days of receipt

2 of the Notice additional copies of the Notice and the Claim Form from the Claims

3 Administrator for such beneficial owners; or (b) send a list of the names and

4 addresses of such beneficial owners to the Claims Administrator within fourteen

5 (14) days after receipt of the Notice. If a nominee elects to send the Notice to

6 beneficial owners, such nominee is directed to mail the Notice within fourteen

7 (14) days of receipt of the additional copies of the Notice from the Claims

8 Administrator, and upon such mailing, the nominee shall send a statement to the

9 Claims Administrator confirming that the mailing was made as directed, and the

10 nominee shall retain the list of names and addresses for use in connection with any

11 possible future notice to the Class. Upon full compliance with this Order,

12 including the timely mailing of Notice to beneficial owners, such nominees may

13 seek reimbursement of their reasonable expenses actually incurred in complying

14 with this Order by providing the Claims Administrator with proper documentation

15 supporting the expenses for which reimbursement is sought and reflecting

16 compliance with these instructions, including timely mailing of the Notice, if the

17 nominee elected or elects to do so. Such properly documented expenses incurred

18 by nominees in compliance with the terms of this Order shall be paid from the

19 Settlement Fund.

20

HEARING: RIGHT TO BE HEARD

21

12. The Court will hold a settlement hearing (the "Settlement Hearing")

22 on , 2013, at 1:30 p.m., in the United States District Court for the

23 Central District of California, Western Division, 255 East Temple Street,

24 Courtroom 840, Los Angeles, California, for the following purposes: (i) to

25 determine whether the Court should grant final certification of the Class solely for

26 purposes of the Settlement; (ii) to determine whether the proposed Settlement is

27 fair, reasonable, adequate and in the best interests of the Class and should be

28 approved by the Court; (iii) to determine whether the Judgment, in the form



ID #:9813

1 attached as Exhibit B to the Stipulation, should be entered dismissing and

2 releasing the Released Claims against the Released Persons; (iv) to rule upon the

3 Plan of Allocation; (v) to rule upon Lead Counsel's application for an award of

4 attorneys' fees and reimbursement of litigation expenses; and (vi) to consider any

5 other matters that may properly be brought before the Court in connection with

ii I the Settlement.

7

13. Papers in support of the Settlement, the Plan of Allocation and Lead

8 Counsel's application for attorneys' fees and reimbursement of litigation expenses

9 shall be filed no later than thirty-five (35) calendar days prior to the Settlement

10 Hearing. Reply papers shall be filed no later than seven (7) calendar days prior to

11 the Settlement Hearing.

12

14. Any member of the Class may appear at the Settlement Hearing and

13 show cause why the proposed Settlement embodied in the Stipulation should or

14 should not be approved as fair, reasonable, adequate and in the best interests of the

15 Class, or why the Judgment should or should not be entered thereon, and/or to

16 present opposition to the Plan of Allocation or to the application of Lead Counsel

17 for attorneys' fees and reimbursement of litigation expenses. However, no Class

18 Member or any other person shall be heard or entitled to contest the approval of

19 the terms and conditions of the Settlement, the Judgment, the terms of the Plan of

20 Allocation or the application by Lead Counsel for an award of attorneys' fees and

21 reimbursement of litigation expenses, unless that Class Member or Person (i) has

22 served written objections, by hand or first-class mail, including the basis therefor,

23 as well as copies of any papers and/or briefs in support of his, her or its position

24 upon the following counsel for receipt no later than twenty-one (21) calendar days

25 prior to the Settlement Hearing:

26

27

28

[PROPOSED] PEELIM11ARY APPROVAL ORDER Master File No. CV 10-922 DSF (AJWx)

2:10-cv-00922-DSF-AJW Document 301-1 Filed 11/13/12 of 111 ID #:9814

ii I Lead Counsel for the Class:

BERNSTEiN LITOWITZ BERGER & GROSSMANN LLP

Blair A. Nicholas Niki L. Mendoza 12481 High Bluff Drive, Suite 300 San Diego, California 92130-3582

Counsel for Defendants:

GIBSON, DUNN & CRUTCHER LLP Kay E. Kochenderfer Gareth Evans 333 South Grand Avenue Los Angeles, California 90071

and (ii) filed said objections, papers and briefs with the Clerk of the United States

District Court for the Central District of California, Western Division. Any

objection must include: (a) the full name, address, and phone number of the

objecting Class Member; (b) a list of all of the Class Member's Class Period

transactions in Toyota ADS's, including dates and prices paid and received, and

including brokerage confirmation receipts or other competent documentary

evidence of such transactions; (c) a written statement of all grounds for the

objection accompanied by any legal support for the objection; (d) copies of any

papers, briefs or other documents upon which the objection is based; (e) a list of

all persons who will be called to testify in support of the objection; (f) a statement

of whether the objector intends to appear at the Settlement Hearing; and (g) a list

of other cases in which the objector or the objector's counsel have appeared either

as settlement objectors or as counsel for objectors in the preceding five years. If

the objector intends to appear at the Settlement Hearing through counsel, the

objection must also state the identity of all attorneys who will appear on his, her or

[PROPOSED] PRELIMINARY APPROVAL ORDER Master File No. CV 10-922 DSF (ASWx)

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ID #:9815

1 its behalf at the Settlement Hearing. Any Class Member who does not make his,

2 her or its objection in the manner provided for herein shall be deemed to have

3 waived such objection and shall forever be foreclosed from making any objection

4 to the fairness or adequacy of the Settlement as reflected in the Stipulation, to the

5 Plan of Allocation or to the application by Lead Counsel for an award of

6 attorneys' fees and reimbursement of litigation expenses. The manner in which a

7 notice of objection should be prepared, filed and delivered shall be stated in the

8 Notice. By objecting to the Settlement, the Plan of Allocation and/or the

9 application by Lead Counsel for an award of attorneys' fees and reimbursement of

10 litigation expenses, or otherwise requesting to be heard at the Settlement Hearing,

11 a person or entity shall be deemed to have submitted to the jurisdiction of the

12 Court with respect to the person's or entity's objection or request to be heard and

13 the subject matter of the Settlement.

14

15. If approved, all Class Members will be bound by the proposed

15 Settlement provided for in the Stipulation, and by any judgment or determination

16 of the Court affecting Class Members, regardless of whether or not a Class

17 Member submits a Claim Form.

18

16. Any member of the Class may enter an appearance in the Action, at

19 his, her or its own expense, individually or through counsel of his, her or its own

20 choice. If they do not enter an appearance, they will be represented by Lead

211 Counsel.

22

17. The Court reserves the right to (a) adjourn or continue the Settlement

23 Hearing, or any adjournment or continuance thereof, without further notice to

24 Class Members and (b) approve the Stipulation, the Plan of Allocation, or an

25 award of attorneys' fees and reimbursement of litigation expenses with

26 I modification and without further notice to Class Members. The Court retains

27 jurisdiction of this Action to consider all further applications arising out of or

28 otherwise relating to the proposed Settlement, and as otherwise warranted.

[PROPOSED] PREL1MTNARY APPROVAL ORDER Master File No. CV 10-922 DSF (AJWx)


1

18. All Class Members shall be bound by all determinations and

2 judgments in the Action concerning the Settlement, whether favorable or

3 I unfavorable to the Class.

4

CLAIMS PROCESS

5

19. In order to be entitled to potentially participate in the Settlement, a

6 Class Member must complete and submit a Claim Form in accordance with the

7 instructions contained therein. To be valid and accepted, Claim Forms submitted

8 in connection with this Settlement must be postmarked no later than one-hundred

9 and twenty (120) days after the Notice Date.

10

20. Any Class Member who does not timely submit a valid Claim Form

11 shall not be eligible to share in the Settlement Fund, unless otherwise ordered by

12 the Court, but nonetheless shall be barred and enjoined from asserting any of the

13 Released Claims against the Released Persons and shall be bound by any

14 judgment or determination of the Court affecting the Class Members.

15

REQUEST FOR EXCLUSION FROM THE CLASS

16

21. Any requests for exclusion must be submitted for receipt no later

17 than twenty-one (21) calendar days prior to the Settlement Hearing. Any Class

18 Member who wishes to be excluded from the Class must provide (a) the name,

19 address and telephone number of the person or entity requesting exclusion; (b) the

20 person's or entity's transactions in Toyota ADS's during the Class Period,

21 including the dates, the number of Toyota ADS's purchased, acquired and/or sold

22 or disposed of, the date of each purchase, acquisition or sale or disposal and the

23 price paid and/or received; and (c) a statement that the person or entity wishes to

24 be excluded from the Class. The Claims Administrator (or other person

25 designated to receive exclusion requests) shall provide to Lead Counsel and

26 Defendants' counsel copies of any request for exclusion from the Class within

27 three (3) business days of receipt thereof. All persons who submit valid and

28 timely requests for exclusion in the manner set forth in this paragraph shall have

[PROPOSED] PRELIMINARY APPROVAL ORDER Master File No. cv 10922 DSF (A.[Wx)


ID #:9817

1 no rights under the Stipulation, shall not share in the distribution of the Net

2 Settlement Fund, and shall not be bound by the Stipulation or any Final Judgment.

3

22. Any member of the Class who does not request exclusion from the

4 Class in the manner stated in this Order shall be deemed to have waived his, her or

5 its right to be excluded from the Class, and shall forever be barred from requesting

6 exclusion from the Class in this or any other proceeding, and shall be bound by

7 the Settlement and the Judgment, including, but not limited to the release of the

8 Released Claims against the Released Persons provided for in the Stipulation and

9 the Judgment, if the Court approves the Settlement.

10

23. The Released Persons shall have no responsibility or liability

11 whatsoever with respect to the Plan of Allocation or Lead Counsel's application

12 for an award of attorneys' fees and reimbursement of litigation expenses. The

13 Plan of Allocation and Lead Counsel's application for an award of attorneys' fees

14 and reimbursement of litigation expenses will be considered separately from the

15 fairness, reasonableness and adequacy of the Settlement. At or after the

16 Settlement Hearing, the Court will determine whether Lead Plaintiff's proposed

17 Plan of Allocation should be approved, and the amount of attorneys' fees and

18 litigation expenses to be awarded. Any appeal from any orders relating to the Plan

19 of Allocation or Lead Counsel's application for an award of attorneys' fees and

20 litigation expenses, or any reversal or modification thereof, shall not operate to

21 terminate or cancel the Settlement, or affect or delay the finality of the Judgment

22 approving the Stipulation and the settlement of the Action set forth therein.

23

24. Only Class Members and Lead Counsel shall have any right to any

24 portion of, or any rights in the distribution of, the Settlement Fund, unless

25 otherwise ordered by the Court or otherwise provided in the Stipulation.

26

25. All funds held by the Escrow Agent shall be deemed and considered

27 to be in custodia legis and shall remain subject to the jurisdiction of the Court

28

[PROPOSED] PRELIMINARY APPROVAL ORDER Master File No. cv 10-922 DSF (AJWx)


ID #:9818

I until such time as such funds shall be distributed pursuant to the Stipulation and/or

21 I further order of the Court.

3

26. As set forth in the Stipulation, without further order of the Court, the

4 Escrow Agent may pay from the Settlement Fund the costs and expenses

5 reasonably and actually incurred in connection with providing notice to the Class,

6 locating Class Members, soliciting Class claims, assisting with the filing of

7 claims, administering and distributing the Net Settlement Fund to Authorized

8 Claimants, processing Proof of Claim forms, and paying Taxes or Tax Expenses,

9 escrow fees and costs, if any. In the event the Court does not approve the

10 Settlement, or if the Settlement otherwise fails to become effective, neither Lead

11 Plaintiff nor Lead Counsel shall have any obligation to repay any amounts

12 actually and properly incurred or disbursed for such purposes.

13

27. Neither the Stipulation nor the settlement contained therein, nor any

14 act performed or document executed pursuant to or in furtherance of the

15 Stipulation or the settlement: (a) is or may be deemed to be or may be used as an

16 admission of, or evidence of, the validity or invalidity of any Released Claim or of

17 any wrongdoing or liability of the Defendants and the Released Persons; or (b) is

18 or may be deemed to be or may be used as an admission of, or evidence of, any

19 fault or omission of any of the Defendants and the Released Persons in any civil,

20 criminal or administrative proceeding in any court, administrative agency or other

21 tribunal. Defendants and the Released Persons may file the Stipulation and/or the

22 Judgment in any action that may be brought against them in order to support a

23 defense or counterclaim based on principles of res judicata, collateral estoppel,

24 release, good faith settlement, judgment bar or reduction, or any other theory of

25 claim preclusion or issue preclusion or similar defense or counterclaim.

26

28. Unless otherwise provided in the Stipulation, there shall be no

27 distribution of any of the Net Settlement Fund to any Class Member until a Plan

28 of Allocation is finally approved and is affirmed on appeal or certiorari or is no



ID #:9819

1 longer subject to review by appeal or certiorari and the time for any petition for

2 rehearing, appeal or review, whether by certiorari or otherwise, has expired.

3

29. In the event that the Settlement fails to become effective in

4 accordance with its terms, or if the Judgment is not entered or is reversed, vacated

5 or materially modified on appeal (and, in the event of material modification, if any

6 party elects to terminate the Settlement), this Order (except Paragraphs 26 and 28)

7 shall be null and void, the Stipulation (except as otherwise provided therein) shall

8 be deemed terminated, and the parties shall return to their positions without

9 prejudice in any way, as provided for in the Stipulation.

10

11 IT IS SO ORDERED.

12 DATED:

13

14

HONORABLE DALE S. FISCHER

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EXHIBIT A-i

2:10-cv-00922-DSF-AJW Document 301-1 Filed 11/13/12 of 111 Page ID #:9821 I

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BLAIR A. NICHOLAS (Bar No. 178428) ([email protected]) BENJAMINGALDSTON (Bar No. 211114) (bengb1bg1aw. corn) DAVID R. KAPLAN (Bar No. 23 0144)

M81vidkblbglaw. corn)

High Bluff Drive, Suite 300 San Die!6,~CA 92130 Tel: (88 793-0070 Fax: (88793-0323

dGERALD H. SILK (! erryblbglaw. corn) 1285 Avenue of the Americas New York, NY 10019 Tel: (212) 554-1400 Fax: (212) 554-1444

Counsel for Lead Plaintiff Maryland State Retirement and Pension System and Lead Counsel for the Class



FAIRBANK & VINCENT ROBERT H. FAIRBANK (Bar No.7635

%aCENT (rfairbankirbankvincent. corn) DIRK L. (Bar No. 157961) ([email protected] ) 444 S. Flower Street, Suite 3860 Los Angeles, CA 90071 Tel: ('13) 891-9010 Fax: (213) 891 -9011

Liaison Counsel for the Class (Additional Counsel listed on signature page)


NOTICE OF PENDENCY OF CLASS ACTION AND PROPOSED SETTLEMENT, SETTLEMENT HEARING, AND MOTION FOR ATTORNEYS' FEES AND REIMBURSEMENT OF LITIGATION EXPENSES

EXHIBIT A-i


NOTICE OF SETTLEMENT

Master File No. CV 10-922 DSF (AIWx)


ID #:9822

1

A Federal Court authorized this Notice.

2

This is not a solicitation from a lawyer.

3 NOTICE OF PENDENCY OF CLASS ACTION: Please be advised that your rights

4 may be affected by a class action lawsuit pending in this Court (the "Action"

5 or "Litigation") if, during the period between May 10, 2005, and

6 February 2, 2010, inclusive, you purchased or otherwise acquired the

7 American Depositary Shares ("ADS's") of Toyota Motor Corporation.

8 NOTICE OF SETTLEMENT: Please also be advised that the Court-appointed

9 Lead Plaintiff, Maryland State Retirement and Pension System ("Lead

10 Plaintiff"), on behalf of the Class (as defined in ¶1 below), has reached a

11 proposed settlement of the Action for a total of $25.5 million in cash that will

12 resolve all claims in the Action (the "Settlement").

13 This Notice explains important rights you may have, including your possible

14 receipt of cash from the Settlement. Your legal rights will be affected whether

15 or not you act. Please read this Notice carefully and in its entirety!

16

1. Description of the Litigation and Class: This Notice relates to the

17 pendency and proposed settlement of a class action lawsuit against Toyota Motor

18 Corporation, Toyota Motor North America, Inc., Toyota Motor Sales, U.S.A.,

19 Inc. ("Toyota"); and Katsuaki Watanabe, Fujio Cho, Yoshimi Inaba, James E.

20 Lentz III, Irving A. Miller, Robert S. Carter and Robert C. Daly (collectively, the

21 "Individual Defendants"). Toyota and the Individual Defendants are collectively

22 referred to as the "Defendants." Defendants and Lead Plaintiff are collectively

23 referred to as the "Settling Parties." The proposed Settlement, if approved by the

24 Court, will settle certain claims of all persons and entities who purchased or

25 otherwise acquired Toyota Motor Corporation ADS's ("Toyota ADS's") between

26 May 10, 2005, and February 2, 2010, inclusive (the "Class Period") (the "Class").

27 For clarification, in order to be Class Member, you must have purchased Toyota

Master File No. cv 10-922 DSF (AJWx)

28

NOTICE OF SETTLEMENT -1-


ID #:9823

I ADS's, CUSIP 892331307, during the Class Period. Purchases of Toyota

21 I common stock are not included in the Class definition.

3

2. Statement of Class' Recovery: Subject to Court approval and, as

4 described more fully below, Lead Plaintiff, on behalf of the Class, has agreed to

5 settle all claims related to the purchase or other acquisition of Toyota ADS's that

6 were or could have been asserted against Defendants and their Related Persons

7 (as defined in ¶44 below) in the Action in exchange for a settlement payment of

8 $25.5 million to be deposited into an interest-bearing escrow account (the

9 "Settlement Fund"). The Net Settlement Fund (the Settlement Fund less taxes,

10 notice and administration costs, and attorneys' fees and certain litigation

11 expenses awarded to Lead Counsel) will be distributed in accordance with a plan

12 of allocation (the "Plan of Allocation") that will be approved by the Court and

13 will determine 110w the Net Settlement Fund shall be allocated to the members of

14 the Class. The proposed Plan of Allocation is included in this Notice, and may

15 be modified by the Court without further notice.

16

3. Statement of Average Amount of Recovery Per ADS: The

17 Settlement Fund consists of $25.5 million plus interest earned. Your recovery

18 will depend on the number of Toyota ADS's you purchased or otherwise

19 acquired, and the timing of those transactions. It will also depend on the number

20 of valid claim forms that members of the Class submit and the amount of such

21 claims. Assuming that all of the investors who purchased or otherwise acquired

22 Toyota ADS's during the Class Period and were damaged thereby participate in

23 the Settlement, Lead Counsel estimates that the estimated average distribution

24 will be approximately $0.77 per damaged Toyota ADS before the deduction of

25 Court-approved fees and litigation expenses, as described below, and the cost of

26 notice and claims administration. Historically, less than all eligible investors

27 submit claims, resulting in higher average distributions per security.

Master File No. CV 10-922 DSP (AJWx)



ID #:9824

1

4. Statement of the Parties' Position on Damages: Defendants deny

2 all claims of wrongdoing, deny that they are liable to Lead Plaintiff and/or the

3 Class, and deny that Lead Plaintiff or other members of the Class suffered any

4 injury. Moreover, the parties do not agree on the amount of recoverable damages

5 or on the average amount of damages per security that would be recoverable if

6 Lead Plaintiff were to prevail on each of the claims in this Litigation. The issues

7 on which the parties disagree include, but are not limited to: (1) whether the

8 statements made or facts allegedly omitted were material, false or misleading, or

9 whether Defendants would be liable under the securities laws for the statements

10 or alleged omissions; (2) the amount by which the prices of Toyota ADS's were

11 allegedly inflated (if at all) during the Class Period; and (3) the effect of various

12 market forces influencing the trading prices of Toyota ADS's at various times

13 during the Class Period.

14

5. Statement of Attorneys' Fees and Expenses Sought: Lead

15 Counsel will apply to the Court for an award of attorneys' fees from the

16 Settlement Fund in an amount not to exceed 12% of the Settlement Fund net of

17 Court-approved litigation expenses, plus interest earned at the same rate and for

18 the same period as earned by the Settlement Fund. In addition, Lead Counsel

19 also will apply for the reimbursement of certain litigation expenses paid or

20 incurred by Plaintiffs' Counsel in connection with the prosecution and resolution

21 of the Action in an amount not to exceed $2,000,000 plus interest earned at the

22 same rate and for the same period as earned by the Settlement Fund. The request

23 for litigation expenses may include a request for reimbursement of the costs and

24 expenses of Plaintiffs in accordance with 15 U.S.C. § 78u-4(a)(4). Assuming that

25 all of the investors who purchased or otherwise acquired Toyota ADS's during

26 the Class Period and were damaged thereby participate in the Settlement, and if

27 the Court approves Lead Counsel's fee and expense application, Lead Counsel


28



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estimates that the average cost per damaged Toyota ADS will be approximately

$0.15.

6. Identification of Attorney Representatives: Lead Plaintiff and the

Class are being represented by Blair A. Nicholas, Esq. of Bernstein Litowitz

Berger & Grossmann LLP, the Court-appointed Lead Counsel. Any questions

regarding the Settlement should be directed to Mr. Nicholas at Bernstein Litowitz

Berger & Grossmann LLP, 12481 High Bluff Drive, Suite 300, San Diego, CA

92130-3582, (866) 648-2524, blbgblbglaw.corn.

YOUR LEGAL RIGHTS AND OPTIONS IN THE SETTLEMENT:

REMAIN A MEMBER OF THE This is the only way to receive a CLASS payment. If you wish to obtain a

payment as a member of the Class, you will need to file a claim form (the "Claim Form"), which is included with this Notice, postmarked no later than [120 calendar days after Notice Date].

EXCLUDE YOURSELF FROM Receive no payment. This is the only THE CLASS BY SUBMITTING option that allows you to ever be part of A WRITTEN REQUEST FOR any other lawsuit against any of EXCLUSION SO THAT IT IS Defendants or the other Released Persons RECEIVED NO LATER THAN concerning the Released Claims. 121 calendar days prior to Settlement Hearing].

OBJECT TO THE Write to the Court and explain why you SETTLEMENT BY do not like the Settlement, the proposed SUBMITTING WRITTEN Plan of Allocation, or the request for OBJECTIONS SO THAT THEY attorneys' fees and reimbursement of ARE RECEIVED NO LATER expenses. You cannot object to the THAN 121 calendar days prior to Settlement unless you are a member of Settlement Hearing]. the Class and do not validly exclude

yourself.

GO TO THE HEARING ON Ask to speak in Court about the fairness




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AT _: of the Settlement, the proposed Plan of _.M., AND FILE A NOTICE OF Allocation, or the request for attorneys' INTENTION TO APPEAR SO fees and reimbursement of expenses. THAT IT IS RECEIVED NO LATER THAN [21 calendar days prior to Settlement Hearing].

DO NOTHING Receive no payment, remain a Class Member, give up your rights and be bound by the Final Order and Judgment entered by the Court if it approves the Settlement, including the Release of the Released Claims.

WHAT THIS NOTICE CONTAINS

Why Did I Get This Notice?

Page

What Is This Case About? What Has Happened So Far?

Page

How Do I Know If I Am Affected By The Settlement?

Page

What Are The Settling Parties' Reasons For The Settlement?

Page

What Might Happen If There Were No Settlement?

Page

How Much Will My Payment Be?

Page

What Rights Am I Giving Up By Agreeing To The Settlement?

Page

What Payment Are The Attorneys For The Class Seeking?

Page

How Will The Lawyers Be Paid?

Page

How Do I Participate In The Settlement?

Page

What Do INeed To Do?

Page

What If I Do Not Want To Be A Part Of The Settlement?

Page

How Do I Exclude Myself?

Page

When And Where Will The Court Decide Whether To Approve

The Settlement? Do I Have To Come To The Hearing? Page

May I Speak At The Hearing If I Don't Like The Settlement? Page



28


1 What If I Bought ADS's On Someone Else's Behalf?

Page

21 I Can I See The Court File?

Page

3 Whom Should I Contact If I Have Questions?

Page

4 NOTICE?

5

6

1. This Notice is being sent to you pursuant to an Order of the United

7 States District Court for the Central District of California (the "Court") because

8 you or someone in your family may have purchased or otherwise acquired Toyota

9 ADS's during the Class Period. The Court has directed us to send you this Notice

10 because, as a potential Class Member, you have a right to know about your options

11 before the Court rules on the proposed settlement of this case. Additionally, you

12 have the right to understand how a class action lawsuit may generally affect your

13 legal rights. If the Court approves the Settlement, a claims administrator selected

14 by Lead Plaintiff and approved by the Court will make payments pursuant to the

15 Settlement after any objections and appeals are resolved.

16

2. In a class action lawsuit, the Court selects one or more people, known

17 as class representatives, to sue on behalf of all people with similar claims,

18 commonly known as the class or the class members. In this Action, the Court has

19 appointed Maryland State Retirement and Pension System as Lead Plaintiff under a

20 federal law governing lawsuits such as this one, and approved Lead Plaintiff's

21 selection of the law firm of Bernstein Litowitz Berger & Grossmann LLP as lead

22 counsel ("Lead Counsel") to serve as Lead Counsel in the Action. Lead Plaintiff is

23 the Class Representative. "Plaintiffs" includes the Lead Plaintiff and additional

24 plaintiffs Fresno County Employees' Retirement Association and Robert M. Moss.

25 A class action is a type of lawsuit in which the claims of a number of individuals

26 are resolved together, thus providing the class members with both consistency and

27 efficiency. Once the class is certified, the Court must resolve all issues on behalf

28 of the class members, except for any persons who choose to exclude themselves




ID #:9828

I from the class. (For more information on excluding yourself from the Class, please

2! I read "What If I Do Not Want To Be A Part Of The Settlement? How Do I Exclude

3 Myself?" located below.)

4

3. The Court in charge of this case is the United States District Court for

5 the Central District of California, Western Division, and the case is known as In re

6 Toyota Motor Corporation Securities Litigation. The Judge presiding over this

7 case is the Honorable Dale S. Fischer, United States District Judge. The people

8 who are suing are called plaintiffs, and those who are being sued are called

9 defendants. In this case, the plaintiff is referred to as Lead Plaintiff, on behalf of

10 itself and the Class, and Defendants are Toyota and the Individual Defendants.

11

4. This Notice explains the lawsuit, the Settlement, your legal rights,

12 what benefits are available, who is eligible for them, and how to receive them. The

13 purpose of this Notice is to inform you of this case, that it is a class action, how

14 you might be affected, and how to exclude yourself from the Class if you wish to

15 do so. It also is being sent to inform you of the terms of the proposed Settlement,

16 and of a hearing to be held by the Court to consider the fairness, reasonableness

17 and adequacy of the proposed Settlement, the fairness and reasonableness of the

18 proposed Plan of Allocation, and the application by Lead Counsel for attorneys'

19 fees and reimbursement of expenses (the "Settlement Hearing").

20

5. The Settlement Hearing will be held on at

21 _.m., before the Honorable Dale S. Fischer, at the United States District Court for

22 the Central District of California, Western Division, 255 East Temple Street,

23 Courtroom 840, Los Angeles, California to determine:

24 S whether the Court should grant final certification of the Class

25 solely for purposes of the Settlement;

26 .

whether the proposed Settlement is fair, reasonable, adequate and

27

in the best interests of the Class and should be approved by the

28

Court;




ID #:9829

1 whether the Released Claims against Defendants and the other

2

Released Persons should be dismissed with prejudice and fully and

3

finally released by Lead Plaintiff and the Class as set forth in the

4

Stipulation of Settlement entered into by the Settling Parties as of

5

November 9, 2012 (the "Stipulation");

6 • whether the proposed Plan of Allocation is fair and reasonable and

7

should be approved by the Court;

8 • whether Lead Counsel's request for an award of attorneys' fees

9

and reimbursement of certain litigation expenses should be

10

approved by the Court; and

11 • any other matters that may be timely brought before the Court.

12

6. This Notice does not express any opinion by the Court concerning the

13 merits of any claim in the Action, and the Court still has to decide whether to

14 approve the Settlement. If the Court approves the Settlement, payments to

15 Authorized Claimants (defined below) will be made after any appeals are resolved,

16 and after the completion of all claims processing. Please be patient.

17 WHAT IS THIS CASE ABOUT WHAT HAS HAPPENED SO FAR

18

19

7. On or after February 8, 2010, the following seven putative class action

20 cases were filed in the United States District Court for the Central District of

21 California: (1) Harry Stackho use v. Toyota Motor Corporation, et at., 10-CV-922

22 DSF (AJWx); (2) Tom Mustric v. Toyota Motor Corporation, et at., 10-CV-1429

23 DSF (AJWx); (3) Kathryn A. Squires v. Toyota Motor Corporation, et at., 10-

24 CV 1452 DSF (AJWx); (4) Robert M Moss v. Toyota Motor Corporation, et at.,

25 10-CV-1911 DSF (AFWx); (5) Phi/tip Gelenberg v. Toyota Motor Corporation, et

26 at., 10-CV-2196 DSF (AJWx); (6) Patricia Sampoti v. Toyota Motor Corporation,

27 et at., 10-CV-2253 DSF (AJWx); and (7) Haret Pia Mutual Fund v. Toyota Motor


28



Corporation, et al., 10-CV-2578 DSF (AJWx) 1 . On June 7, 2010, the Court

ordered these cases consolidated, and on August 2, 2010, the Court appointed

Maryland State Retirement and Pension System as Lead Plaintiff, the law firm of

Bernstein Litowitz Berger & Grossmann LLP as Lead Counsel for the putative

class, and the law firm of Fairbank & Vincent as Liaison Counsel for the putative

class.

8. On October 4, 2010, Lead Plaintiff filed a Consolidated Class Action

Complaint (the "Complaint") alleging claims on behalf of a class of purchasers of

Toyota Motor Corporation American Depositary Shares between May 10, 2005,

and February 2, 2010, inclusive, and all persons and entities who purchased or

otherwise acquired Toyota common stock during the Class Period. The claims

asserted included claims under Sections 10(b) and 20(a) of the Securities Exchange

Act of 1934, and claims under Japanese law based on the allegations that

Defendants concealed unintended acceleration problems affecting Toyota Vehicles.

9. On January 20, 2011, Defendants moved to dismiss the Complaint.

On March 31, 2011, Lead Plaintiff filed their opposition to the motion to dismiss,

and on April 20, 2011, Defendants filed their reply in further support of their

motion to dismiss.

10. On July 7, 2011, the Court granted in part and denied in part

Defendants' motion to dismiss the Complaint. Specifically, the Court partially

sustained the Complaint's claims under the federal securities laws, but dismissed

the claim under Japanese law.

11. On September 9, 2011, Defendants filed their Answer to the

Complaint.

12. On December 9, 2011, Defendants moved for partial judgment on the

pleadings, requesting the Court to dismiss all claims based on three of the

1 On July 10, 2010, Plaintiff Hare! Pia Mutual Fund filed a Notice of Voluntary Dismissal in Case No. 10-CV-2578 DSF (AJWx) (ECF No. 24).

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Master File No. CV 10-922 DSP (AIWx)



ID #:9831

1 remaining seven allegedly false or misleading statements at issue in the Complaint.

2 On January 23, 2012, Lead Plaintiff filed their opposition to the motion for partial

3 judgment on the pleadings and Defendants filed their reply in further support of

4 their motion on February 13, 2012.

5

13. On February 21, 2012, the Court issued the memorandum and order

6 denying Defendants' motion for partial judgment on the pleadings.

7

14. On February 17, 2012, Lead Plaintiff filed a motion for class

8 certification seeking certification of a class of all persons and entities that

9 purchased or otherwise acquired Toyota ADS's between April 7, 2008, and

10 February 2, 2010, inclusive, and who, upon disclosure of certain facts, were

11 allegedly injured thereby. Lead Plaintiff did not seek certification of a class of

12 persons that purchased the common stock of Toyota Motor Corporation. On May

13 8, 2012, Defendants filed their opposition to Lead Plaintiff's certification motion

14 and a motion to exclude the expert report of Lead Plaintiff's expert. On August 2,

15 2012, Lead Plaintiff filed a reply in further support of its certification motion, and

16 an opposition to the motion to exclude Lead Plaintiff's expert. On August 9, 2012,

17 Lead Plaintiff filed a motion to exclude the expert report of Defendants' expert.

18 On August 30, 2012, Defendants filed a reply in support of their motion to exclude

19 the expert report of Lead Plaintiff's expert, and on September 6, 2012, Defendants

20 filed an opposition to Lead Plaintiff's motion to exclude the expert report of

21 Defendants' expert. On September 27, 2012, Lead Plaintiff filed a reply in support

22 of its motion to exclude the expert report of Defendants' expert. The motions were

23 briefed and under submission when the agreement in principle to settle was

24 reached.

25

15. Prior to reaching an agreement to settle, the parties had conducted

26 extensive litigation of the case, including, among other things, taking ten

27 depositions (including of the parties' respective experts), and the production of

28 over 6 million pages of documents.




ID #:9832

1

16. On October 5, 2012, the Parties filed a joint stipulation continuing

2 various hearing dates and staying discovery on the grounds that the Parties were

3 engaged in settlement discussions that they believed would lead to a settlement,

4 subject to board approvals. On October 10, 2012, the Court entered an Order

approving the stipulation that continued the hearings to December 3, 2012, and

6 stayed discovery pending further order of the Court.

7

17. On or before November 16, 2012, the Parties submitted the proposed

8 Settlement to the Court, along with Lead Plaintiff's motion for preliminary

9 approval of the Settlement. On [INSERT], the Court preliminarily approved the

10 Settlement, preliminarily certified the Class, authorized this Notice to be sent to

Ii potential members of the Class, and scheduled the Settlement Hearing to consider

12 whether to grant final approval to the Settlement.

13

HOW DO 1 KNOW IF 1AM

RIM

14

15

18. If you are a member of the Class, you are subject to the Settlement

16 unless you timely and validly request to be excluded. The Class consists of all

17 persons or entities that purchased or otherwise acquired Toyota ADS's between

18 May 10, 2005, and February 2, 2010, inclusive. Excluded from the Class are

19 Defendants and their Related Persons (defined below). Also excluded from the

20 Class are any persons who exclude themselves by filing a request for exclusion in

21 accordance with the requirements set forth in this Notice (see "What If I Do Not

22 Want To Participate In The Class And The Settlement? How Do I Exclude

23 Myself?" below).

24 RECEIPT OF THIS NOTICE DOES NOT NECESSARILY MEAN THAT

25 YOU ARE A CLASS MEMBER OR THAT YOU ARE ELIGIBLE TO

26 RECEIVE PROCEEDS FROM THE SETTLEMENT. IF YOU WISH TO

27 POTENTIALLY PARTICIPATE IN THE SETTLEMENT, YOU MUST

28




ID #:9833

1j I SUBMIT THE ENCLOSED CLAIM FORM POSTMARKED NO LATER

2 THAN [120 days after Notice Date].

3 WHAT ARE THE SETTLING PARTIES' REASONS FOR THE

4

SETTLEMENT?

5

19. Lead Plaintiff and Lead Counsel believe that the claims asserted

6 against Defendants have merit. Lead Plaintiff and Lead Counsel recognize,

7 however, the expense and length of continued proceedings necessary to pursue

8 their claims against Defendants through trial and appeals, as well as the difficulties

9 in establishing liability for allegations of fraud. Lead Plaintiff and Lead Counsel

10 have considered the uncertain outcome and trial and appellate risk in complex

11 lawsuits like this one.

12

20. In light of the amount of the Settlement and the immediacy of

13 recovery to the Class, Lead Plaintiff and Lead Counsel believe that the proposed

14 Settlement is fair, reasonable and adequate, and in the best interests of the Class.

15 Lead Plaintiff and Lead Counsel believe that the Settlement provides a substantial

16 benefit now, namely $25.5 million in cash (less the various deductions described in

17 this Notice), as compared to the risk that the claims would result in a similar,

18 smaller, or no recovery after summary judgment, trial and appeals, possibly years

19 in the future.

20

21. Defendants' have denied and continue to deny each and all of the

21 claims alleged by Lead Plaintiff in the Action. Defendants have expressly denied

22 and continue to deny all charges of wrongdoing or liability against them arising out

23 of any of the conduct, statements, acts or omissions alleged, or that could have

24 been alleged, in the Action. Defendants also have denied and continue to deny,

25 among other things, the allegations that Lead Plaintiff or the Class have suffered

26 any damage, or that Lead Plaintiff or the Class were harmed by the conduct alleged

27 in the Complaint. Defendants also have taken into account the uncertainty and

28 risks inherent in any litigation, especially in a complex case such as this.




ID #:9834

ii Nonetheless, Defendants have concluded that further conduct of the Action would

2 be protracted and expensive, and that it is desirable that the Action be fully and

3 finally settled in the manner and upon the terms and conditions set forth in the

4 Stipulation. The Settlement shall in no event be construed or deemed to be

5 evidence of or an admission or concession on the part of Defendants with respect

6 to any claim or of any fault or liability or wrongdoing or damage whatsoever, or

7 any infirmity in the defenses that Defendants have or could have asserted.

8 Defendants expressly deny that Lead Plaintiff has asserted a valid claim and denies

9 any and all allegations of fault, liability, wrongdoing or damages whatsoever.

10

11

WHAT MIGHT HAPPEN W THERE WERE NO

12

13 22. If there were no Settlement and Lead Plaintiff failed to establish any

14 essential legal or factual element of its claims, neither Lead Plaintiff nor the Class

15 would recover anything from Defendants. Also, if Defendants were successful in

16 proving any of their defenses, the Class likely would recover substantially less than

17 the amount provided in the Settlement, or nothing at all.

18

HOW MUCH WILL MY PAYMENT BE

19

20 I. THE PROPOSED PLAN OF ALLOCATION: GENERAL PROVISIONS

21

22

23. The $25.5 million total settlement amount, and the interest earned

23 thereon, shall be the Gross Settlement Fund. The Gross Settlement Fund, less all

24 taxes, approved costs, fees and expenses (the "Net Settlement Fund"), shall be

25 distributed to Claimants who submit timely and valid Claim Forms that are

26 approved by payment by the Court ("Authorized Claimants") under the Plan of

27 Allocation described below, or as otherwise ordered by the Court.

28




ID #:9835

I

24. Each Authorized Claimant's share of the Net Settlement Fund will

2 depend on the total number of Toyota ADS's represented by the valid Claim Forms

3 submitted to the Claims Administrator, and the aggregate amount of those claims

4 relative to the Net Settlement Fund. Each Authorized Claimant's share of the Net

5 Settlement Fund will also depend on how many Toyota ADS's the Claimant

6 purchased or acquired during the Class Period, and when the Claimant purchased

7 or acquired and sold or disposed of them. A payment to any Authorized Claimant

8 that would amount to less than $10.00 in total will not be included in the

9 distribution of the Net Settlement Fund, and no payment to these members of the

10 Class will be made.

11

25. For purposes of determining the amount a Claimant may recover

12 under the Plan of Allocation, Lead Counsel conferred with a damages consultant.

13 The objective of the Plan of Allocation is to equitably distribute the settlement

14 proceeds to those Class Members who suffered economic losses as a result of the

15 alleged violations of the federal securities laws as opposed to losses caused by

16 market or industry factors or Company-specific factors unrelated to the alleged

17 violations of law. The Plan of Allocation reflects Lead Plaintiffs' damages

18 consultant's analysis undertaken to that end, including a review of publicly

19 available information regarding Toyota and statistical analyses of the price

20 movements of Toyota ADS's and the price performance of relevant market and

21 industry indices during the Class Period. The Plan of Allocation, however, is not a

22 formal damage analysis.

23 26. The Plan of Allocation, subject to Court approval or modification

24 without further notice to the Class, is as follows:

25

26 (a) To the extent there are sufficient funds in the Net Settlement

27 Fund, each Authorized Claimant will receive an amount equal

28 to the Authorized Claimant's "Recognized Claim" (as defined




ID #:9836

1

below). If, however, the amount in the Net Settlement Fund is

2 not sufficient to permit payment of the Recognized Claim of

3 each Authorized Claimant, then each Authorized Claimant shall

4

be paid the percentage of the Net Settlement Fund that each

5

Authorized Claimant's Recognized Claim bears to the total of

6

the Recognized Claims of all Authorized Claimants ("pro rata

7

share"), subject to the $10.00 minimum payment threshold. If

8

the Net Settlement Fund exceeds the sum total amount of the

9

Recognized Claims of all Authorized Claimants entitled to

10 receive payment out of the Net Settlement Fund, the excess

11 amount in the Net Settlement Fund shall be distributed pro rata

12

to all Authorized Claimants entitled to receive payment.

13

Payment in this manner shall be deemed conclusive against all

14

Authorized Claimants.

15

(b) To calculate a "Recognized Loss Amount," "Class Period

16

Sales"2 must be matched against purchases during the Class

17

Period. To do so, Class Period Sales of Toyota ADS's will be

18

first matched with any pre-Class Period holdings and then

19 matched with purchases during the Class Period in

20

chronological order ("FIFO Matching"). 3 Class Period Sales

21 matched to pre-Class Period purchases shall have no loss or

22 gain for the purpose of calculating a Recognized Loss Amount.

23

24 2"Class Period Sales" include all sales during the Class Period and through May 4,

2010, the end of the 90-day look-back period. The Class Period Sales that match 25 with purchases during the Class Period are the "Matched Sales." The Class Period

26 purchases that match with Class Period Sales are the "Matched Purchases." The Class Period purchases that do not match with Class Period Sales are the "Held

27 Purchases."

28 Class Period Sales that do not match with pre-Class Period holdings or Class

Period purchases will not be used in calculating any Recognized Loss Amount. NOTICE OF SETTLEMENT

Master File No. cv 10-922 DSF (AIWx) 5


ID #:9837

1

Any person or entity that sold Toyota ADS's "short" shall have

2 no Recognized Loss Amount with respect to any purchase

3

during the Class Period to cover said short sale, and such

4 purchases must be identified as short sales or purchases to

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cover short sales in Claimants' Proof of Claim forms. The date

6

of covering a "short sale" is deemed to be the date of purchase

7 or acquisition of Toyota ADS's. The date of a "short sale" is

8

deemed to be the date of sale or disposition of Toyota ADS's.

9

In accordance with the Plan of Allocation, however, the

10

Recognized Loss Amount on "short sales" is zero. In the event

11

that a Claimant has an opening short position in Toyota ADS's,

12

the earliest Class Period purchases shall be matched against

13 such an opening short position, and not be entitled to a

14

recovery, until that short position is fully covered."

15

(c) The price per ADS, purchased or sold, shall be exclusive of all

16 commissions, taxes and fees. The purchase or sale date of any

17

Toyota ADS is the trade date, not the settlement date.

18

(d) Each Claimant's "Recognized Claim" shall be the sum of the

19

Claimant's Recognized Loss Amounts on all transactions in

20

Toyota ADS's during the Class Period. If the Claimant had an

21

"overall market gain" with respect to his, her or its overall

22

transactions in Toyota ADS's during the Class Period, then the

23 value of the Claimant's Recognized Claim shall be zero. To the

24 extent that a Claimant suffered an "overall market loss" with

25

respect to his, her, or its overall transactions in Toyota AD S's

26

during the Class Period, but that market loss was less than the

27

Recognized Claim, then the Claimant's Recognized Claim shall

28

be limited to the amount of the actual market loss. For


Master File No. cv 10-922 DSP (AJWx)


purposes of determining whether a Claimant had a "market

gain" with respect to his, her or its overall transactions in

Toyota ADS's during the Class Period or suffered a "market

loss," the Claims Administrator shall calculate (i) the

Claimant's Total Purchase Amount 4 and subtract from that

amount (ii) the sum of the Claimant's Sales Proceeds 5 and

Holding Value. 6 This amount will be deemed a Claimant's

market gain (if a negative number) or market loss (if a positive

number) with respect to his, her or its overall transactions in

Toyota ADS 's during the Class Period.

27. The calculations made pursuant to the Plan of Allocation are not

intended to be estimates of, nor indicative of, the amounts that Class Members

might have been able to recover after a trial. Nor are the calculations pursuant to

the Plan of Allocation intended to be estimates of the amounts that will be paid to

Authorized Claimants pursuant to the Settlement. The computations under the

Plan of Allocation are only a method to weigh the claims of Authorized Claimants

against one another for the purposes of making pro rata allocations of the Net

Settlement Fund.

The "Total Purchase Amount" is the total amount the Claimant paid (excluding commissions and other charges) for all Toyota ADS's purchased or acquired during the Class Period.

The Claims Administrator shall match any sales of Toyota ADS's during the Class Period and through May 4, 2010, the end of the 90-day look-back period, first against the Claimant's opening position in the security (the proceeds of those sales will not be considered for purposes of calculating market gains or losses). The total amount received for sales of the remaining Toyota ADS's sold during the Class Period and through May 4, 2010 is the "Sales Proceeds." 6 The Claims Administrator shall ascribe a value of $75.51 per share (the average closing price of the ADS between February 3, 2010 and May 4, 2010, as shown at the end of Table A attached hereto) for Toyota ADS's purchased or acquired during the Class Period and still held as of the close of business on May 4, 2010 (the "Holding Value").


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ID #:9839

1

28. The Plan of Allocation generally measures the amount of loss that a

2 Class Member can claim for purposes of making pro rata allocations of the cash in

3 the Net Settlement Fund to Authorized Claimants. Recognized Loss Amounts are

4 based on the level of alleged artificial inflation in the price of Toyota's ADS's at

5 the time of purchase or acquisition. For losses to be compensable damages under

6 the federal securities laws, however, the disclosure of the allegedly misrepresented

7 information must be the cause of the decline in the price of the ADS. In this case,

8 Lead Plaintiff alleges that Defendants made false statements and omitted material

9 facts from May 10, 2005 through and including February 2, 2010. It is alleged that

10 corrective disclosures that removed the alleged artificial inflation from the prices

11 of Toyota ADS occurred on January 27, 2010, February 2, 2010 and February 3,

12 2010. Accordingly, in order to have a compensable loss:

13 (a) ADS's purchased or otherwise acquired from May 10, 2005

14 through January 26, 2010, inclusive, must have been held until

15 at least the beginning of trading on January 27, 2010, the day of

16 the first corrective disclosure;

17 (b) ADS's purchased or otherwise acquired from January 27, 2010,

18 through February 1, 2010, inclusive, must have been held until

19 at least the beginning of trading on February 2, 2010, the day of

20 the second corrective disclosure; and

21 (c) ADS's purchased or otherwise acquired on February 2, 2010

22 must have been held until at least the beginning of trading on

23 February 3, 2010, the day of the last corrective disclosure.

24 29. To the extent a transaction does not satisfy the conditions set forth in

25 the preceding paragraph, the Claimant's Recognized Loss Amount for those

26 transactions will be zero. 27


28



ID #:9840

1

CALCULATION OF SPECIFIC LOSS AMOUNTS

2 30. Based on the formulas set forth below, a Recognized Loss Amount

3 shall be calculated for each Class Period purchase or acquisition of Toyota ADS's

4 listed in the Proof of Claim form and for which adequate documentation is

5 provided. If a Recognized Loss Amount results in a negative number, that

6 Recognized Loss Amount shall be zero.

7

31. For each Toyota ADS purchased or acquired between May 10, 2005,

8 and January 26, 2010, inclusive, and:

9 (a) Sold prior to January 27, 2010, the Recognized Loss Amount is

10 $0.00.

11 (b) Sold on January 27, 2010, January 28, 2010, January 29, 2010,

12 or February 1, 2010, the Recognized Loss Amount shall be the

13 lesser of (i) $6.64; or (ii) the purchase/acquisition price minus

14 the sale price.

15 (c) Sold on February 2, 2010, the Recognized Loss Amount shall

16 be the lesser of (i) $9.67; or (ii) the purchase/acquisition price

17 minus the sale price.

18 (d) Sold from February 3, 2010, through the close of trading on

19 May 4, 2010, the Recognized Loss Amount is the least of (i)

20 $14.46; (ii) the purchase/acquisition price minus the sale price;

21 or (iii) the purchase price minus the average closing price of

22 the ADS between February 3, 2010, and the date of sale as

23 shown in Table A.

24 (e) Held as of the close of trading on May 4, 2010, the Recognized

25 Loss Amount is the lesser of (i) $14.46; or (ii) the

26 purchase/acquisition price minus $75.51, which is the average

27 closing price of the ADS between February 3, 2010 and May 4,

28 2010, as shown at the end of Table A.




ID #:9841

1

32. For each Toyota ADS purchased or acquired on January 27, 2010,

2 January 28, 2010, January 29, 2010, or February 1, 2010, and:

3 (a) Sold prior to February 2, 2010, the Recognized Loss Amount is

4 $0.00.

5 (b) Sold on February 2, 2010, the Recognized Loss Amount shall

6 be the lesser of (i) $3.03; or (ii) the purchase/acquisition price

7 minus the sale price.

8 (c) Sold from February 3, 2010, through the close of trading on




12 the ADS between February 3, 2010, and the date of sale as

13 shown in Table A.

14 (d) Held as of the close of trading on May 4, 2010, the Recognized

15 Loss Amount is the lesser of (i) $7.82; or (ii) the



18 2010, as shown at the end of Table A.

19 33. For each Toyota ADS purchased or acquired on February 2, 2010, 20

and: 21

22 (a) Sold on February 2, 2010, the Recognized Loss Amount is

$0.00. 23

24 (b) Sold from February 3, 2010, through the close of trading on




28




ID #:9842

1

the ADS between February 3, 2010, and the date of sale as

2 shown in Table A.

3

(c) Held as of the close of trading on May 4, 2010, the Recognized

4

Loss Amount is the lesser of (i) $4.79; or (ii) the



7

2010, as shown at the end of Table A.

8

34. For each Toyota ADS purchased or acquired on or after February 3,

9 2010 the Recognized Loss Amount is $0.00.

10 II. DISTRIBUTION OF THE NET SETTLEMENT FUND

11 35. The "Recognized Loss Amount" will be used for calculating the

12 relative amount of participation by Authorized Claimants in the Net Settlement

13 Fund and does not reflect the actual amount an Authorized Claimant can expect to

14 recover from the Net Settlement Fund. The combined Recognized Loss Amounts

15 of all Authorized Claimants may be greater than the Net Settlement Fund. In such

16 event, subject to the $10.00 minimum payment requirement discussed above, each

17 Authorized Claimant shall receive his, her or its pro rata share of the Net

18 Settlement Fund, which shall be his, her or its Total Recognized Claim divided by

19 the total of all Total Recognized Claims to be paid, multiplied by the total amount

20 in the Net Settlement Fund.

21 36. Payment pursuant to the Plan of Allocation shall be conclusive against

22 all Authorized Claimants. No Person shall have any claim against Lead Counsel,

23 Lead Plaintiff, the Claims Administrator, Defendants and their Related Persons

24 (defined below), or any Person designated by Lead Counsel based on distributions

25 made substantially in accordance with the Stipulation and the Settlement contained

26 therein, the Plan of Allocation, or further order(s) of the Court. All members of the

27 Class who fail to timely submit a Claim Form within such period, or such other

28 period as may be ordered by the Court, or otherwise allowed, shall be forever




ID #:9843

1 barred from receiving any payments pursuant to the Settlement, but will in all other

2 respects be subject to and bound by the terms of the Settlement, including the

3 Release of the Released Claims against the Released Persons.

4

37. The Court has reserved jurisdiction to allow, disallow, or adjust on

5 equitable grounds the claim of any member of the Class.

6

38. The Plan of Allocation set forth herein is the plan that is being

7 proposed by Lead Plaintiff and Lead Counsel to the Court for approval. The Court

8 may approve this plan as proposed or it may modify it without further notice to the

9 Class.

10 WHAT RIGHTS AM I GIVING UP BY AGREEING TO THE SETTLEMENT?

11

12

39. If the Settlement is approved, the Court will enter a judgment (the

13 "Judgment"). The Judgment will dismiss with prejudice certain claims asserted

14 against Defendants in the Action and will provide that Lead Plaintiff and all other

15 members of the Class shall be deemed to have - and by operation of the Judgment

16 shall have - fully, finally, and forever released, relinquished, discharged and

17 dismissed each and every one of the Released Claims (as defined in ¶41 below)

18 against each and every one of the Released Persons (as defined in ¶42 below),

19 whether or not such Class Member executes and delivers the Proof of Claim, and

20 whether or not such Class Member shares in the Settlement Fund.

21

40. "Immediate Family" means an individual's spouse, parents, siblings,

22 children, grandparents, grandchildren; the spouses of his or her parents, siblings

23 and children; and the parents and siblings of his or her spouse, and includes step

24 and adoptive relationships.

25

41. "Released Claims" means any and all claims (including "Unknown

26 Claims" as defined below), debts, demands, controversies, obligations, losses,

27 rights, liabilities and/or causes of action of any kind or nature whatsoever—

28 including, but not limited to, any claims for damages (whether compensatory,




ID #:9844

1 special, incidental, consequential, punitive, exemplary or otherwise) injunctive

2 relief, declaratory relief, rescission or rescissionary damages, interest, attorneys'

fees, expert or consulting fees, costs, expenses, or any other form of legal or

4 equitable relief whatsoever—whether based on federal, state, local, foreign,

5 statutory or common law or regulation, class or individual in nature, known or

6 unknown, fixed or contingent, suspected or unsuspected, concealed or hidden,

7 accrued or un-accrued, liquidated or un-liquidated, at law or in equity, matured or

8 un-matured, and that either were asserted or could have been asserted, that relate to

9 the purchase or acquisition of the American Depository Shares of Toyota Motor

10 Corporation by the respective Class Member during the Class Period and (i) have

11 been asserted in this Litigation by the Class Members or any of them against any of

12 the Released Persons (as defined below), or (ii) could have been asserted in the

13 Litigation or any other forum by the Class Members or any of them against any of

14 the Released Persons, which arise out of or are based upon or related in any way to

15 the allegations, transactions, facts, matters or occurrences, representations or

16 omissions involved, set forth, or referred to in the Litigation, including, but not


18 Toyota vehicles (including Toyota, Lexus and Scion brand vehicles), recalls of

19 Toyota vehicles (including Toyota, Lexus and Scion brand vehicles), the quality of

20 Toyota vehicles (including Toyota, Lexus and Scion brand vehicles) and/or

21 Toyota's financial results. For clarification, Released Claims do not include claims

22 that relate to the purchase or acquisition of Toyota common stock (except to the

23 extent that Toyota ADS's represent underlying Toyota common stock, in which

24 case claims relating to the purchase of Toyota ADS's during the Class Period are

25 included in the Released Claims), or claims based upon, relating to or arising out

26 of the interpretation or enforcement of the terms of the Settlement.

27

42. "Released Persons" means each and all of the Defendants and their

28 II Related Persons.




ID #:9845

1

43. "Unknown Claims" means any Released Claims that any Lead

2 Plaintiff or any Class Member does not know or does not suspect to exist in his,

3 her, or its favor at the time of the release of the Released Persons, which, if known

4 by him, her, or it, might have affected his, her, or its settlement with and release of

5 the Released Persons, or might have affected his, her, or its decision(s) with respect

ji to the settlement. Upon the effective date of the Settlement, when the Judgment

7 has become final, Lead Plaintiff shall have expressly waived and relinquished, and

8 each of the Class Members shall be deemed to have, and by operation of the

9 Judgment shall have, expressly waived and relinquished the provisions, rights, and

10 benefits conferred by California Civil Code § 1542, which provides:

11


12

WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT

13

TO EXIST IN HIS OR HER FAVOR AT THE TIME OF

14

EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM

15

OR HER MUST HAVE MATERIALLY AFFECTED HIS OR

16

HER SETTLEMENT WITH THE DEBTOR.

17

Additionally, Lead Plaintiff shall have expressly waived and relinquished,

18 and each of the Class Members shall be deemed to have, and by operation of the

19 Judgment shall have, expressly waived and relinquished, any and all provisions,

20 rights, and benefits conferred by any law of any law of any state or territory of the

21 United States, or any foreign state or territory, or any principle of common law,

22 which is similar, comparable or equivalent to California Civil Code § 1542. Lead

23 Plaintiff and Class Members may hereafter discover facts in addition to or different

24 from those that any of them now knows or believes to be true related to the subject

25 matter of the Released Claims, but Lead Plaintiff upon the effective date of the

26 Settlement shall have expressly, fully, finally and forever settled and released and

27 each Class Member, upon the Effective Date, shall be deemed to have, and by

28 operation of Judgment shall have, fully, finally, and forever settled and released




ID #:9846

1 any and all Released Claims against all Released Persons, known or unknown,

2 suspected or unsuspected, contingent or non-contingent, whether or not concealed

3 or hidden, which now exist, or heretofore have existed, upon any theory of law or

4 equity now existing or coming into existence in the future, including, but not

5 limited to, conduct that is negligent, intentional, with or without malice, or a

6 breach of any duty, law, regulation or rule, without regard to the subsequent

7 discovery or existence of such different or additional facts. Lead Plaintiff

8 acknowledges, and the Class Members shall be deemed by operation of the

9 Judgment to have acknowledged, that the foregoing waiver of "Unknown Claims"

10 (and inclusion of "Unknown Claims" in the definition of "Released Claims") was

11 separately bargained for and is a key element of the settlement of which this

12 release is a part.

13

44. "Related Persons" means each of a Defendant's past or present

14 directors, officers, managers, employees, partners, members, principals, agents,

15 underwriters, insurers and co-insurers and their reinsurers, controlling

16 shareholders, attorneys, accountants or auditors, personal or legal representatives,

17 predecessors, successors (including by way of merger, consolidation, or other

18 acquisition of controlling interest), parents, subsidiaries, divisions, joint ventures,

19 assigns, spouses, heirs, executors, estates, administrators, related or affiliated

20 entities, any entity in which a Defendant has a controlling interest, any members of

21 any Individual Defendant's Immediate Family, or any trust of which any Individual

22 Defendant is the settlor or which is for the benefit of any Individual Defendant's

23 family, in their respective capacities as such.

24

45. The Judgment also will provide that Defendants and each of the other

25 Released Persons, shall be deemed by operation of the Judgment to have fully,

26 finally, and forever released, relinquished, and discharged Lead Plaintiff, each and

27 all of the Class Members, Lead Counsel, Liaison Counsel and Plaintiffs' Counsel

28 from all claims (including Unknown Claims) debts, demands, controversies,




ID #:9847

1 obligations, losses, rights, liabilities and/or causes of action of any kind or nature

2 whatsoever—including, but not limited to, any claims for damages (whether

3 compensatory, special, incidental, consequential, punitive, exemplary or otherwise)

4 injunctive relief, declaratory relief, rescission or rescissionary damages, interest,

5 attorneys' fees, expert or consulting fees, costs, expenses, or any other form of

6 legal or equitable relief whatsoever—whether based on federal, state, local,

71 foreign, statutory or common law or regulation, class or individual in nature,

8 known or unknown, fixed or contingent, suspected or unsuspected, concealed or

9 hidden, accrued or un-accrued, liquidated or un-liquidated, at law or in equity,

10 matured or un-matured, arising out of, relating to, or in connection with the

11 institution, prosecution, assertion, settlement or resolution of the Litigation or the

12 Released Claims, provided that claims based upon, relating to or arising out of the

13 interpretation or enforcement of the terms of the Settlement are not released.

14 WHAT PAYMENT ARE THE ATTORNEYS FOR THE CLASS SEEKING

15

HOW WILL THE LAWYERS BE PAID

16 46. Lead Counsel has not received any payment for its services in 17 pursuing claims against Defendants on behalf of the Class, nor has Lead Counsel 18 been reimbursed for its out-of-pocket expenses. Before final approval of the 19 Settlement, Lead Counsel intends to apply to the Court for an award of attorneys' 20 fees from the Settlement Fund in an amount not to exceed 12% of the Settlement 21 Fund net of Court-approved litigation expenses, plus interest at the same rate and 22 for the same time period as earned by the Settlement Fund. At the same time, Lead 23 Counsel also intends to apply for the reimbursement of certain litigation expenses 24 paid or incurred by Plaintiffs' Counsel in an amount not to exceed $2,000,000 plus 25 interest at the same rate and for the same time period as earned by the Settlement 26 Fund. The request for reimbursement of expenses may include reimbursement of 27 the expenses of Plaintiffs in accordance with 15 U.S.C. § 78u-4(a)(4). The sums


28



ID #:9848

1 approved by the Court will be paid from the Settlement Fund. Members of the

2 Class are not personally liable for the payment of these sums.

3

HOW DO I PARTICIPATE IN THE SET

4 WHAT DO I NEED TO DO?

5

47. If you purchased or otherwise acquired Toyota ADS's between

6 May 10, 2005, and February 2, 2010, inclusive, and you are not excluded by the

7 definition of the Class, and you do not elect to exclude yourself from the Class,

8 then you are a member of the Class and you will be bound by the proposed

9 Settlement if the Court approves it, and you will be bound by any judgment or

10 determination of the Court affecting the Class. If you are a member of the Class,

11 and you wish to be potentially eligible to receive a payment from the Net

12 Settlement Fund, you must submit a Claim Form and supporting documentation to

13 establish your entitlement to share in the Net Settlement Fund. A Claim Form is

14 included with this Notice, or you may go to the website maintained by the Claims

15 Administrator for the Settlement to request that a Claim Form be mailed to you.

16 The website is www.ToyotaADSLitigation.com . You may also request a Claim

17 Form by calling toll-free 877-868-0240 or emailing

18 infoToyotaADSLitigation.corn. Copies of the Claim Form can also be

19 downloaded from Lead Counsel's website at www.blbglaw.com . Those who

20 exclude themselves from the Class, and those who do not submit timely and valid

21 Claim Forms with adequate supporting documentation, will not be eligible to share

22 in the Settlement. Please retain all records of your ownership of, or transactions in

23 Toyota ADS's, as they may be needed to document your claim.

24

48. As a Class Member, you are represented by Lead Plaintiff and Lead

25 Counsel, unless you enter an appearance through counsel of your own choice at

26 your own expense. You are not required to retain your own counsel, but if you

27 choose to do so, such counsel must file a notice of appearance on your behalf and

28 must serve copies of his or her notice of appearance on the attorneys listed in the




ID #:9849

1 section entitled, "When And Where Will The Court Decide Whether To Approve

2 The Settlement?," below.

3

49. If you do not wish to remain a Class Member, you may exclude

4 yourself from the Class by following the instructions in the section entitled, "What

5 If I Do Not Want To Be A Part Of The Class And The Settlement? How Do I

6 Exclude Myself?" below.

7

50. If you wish to object to the Settlement or any of its terms, the

8 proposed Plan of Allocation, or Lead Counsel's application for attorneys' fees and

9 reimbursement of litigation expenses, and if you do not exclude yourself from the

10 Class, you may present your objections by following the instructions in the section

11 entitled, "When And Where Will The Court Decide Whether To Approve The

12 Settlement?" below.

13

WHAT IF I DO NOT WANT TO BE A PART OF THE S

14 HOW DO I EXCLUDE MYSELF?

15

51. Each Class Member will be bound by all determinations and

16 judgments in this lawsuit, including those concerning the Settlement, whether

17 favorable or unfavorable, unless such person or entity mails, by first-class mail (or

18 its equivalent outside the United States), or otherwise delivers a written request for

19 exclusion from the Class, addressed to In re Toyota Motor Corporation Securities

20 Litigation, Claims Administrator, P.O. Box 5110, Portland, OR 97208-5110. The

21 exclusion request must be received no later than [21 calendar days prior to

22 Settlement Hearing]. You will not be able to exclude yourself from the Class after

23 that date. Each Request for Exclusion must provide: (a) the name, address and

24 telephone number of the person or entity requesting exclusion; (b) the person's or

25 entity's transactions in Toyota ADS's during the Class Period, including the dates,

26 the number of Toyota ADS 's purchased or acquired, the date of each purchase,

27 acquisition or sale and the price paid and/or received; and (c) a statement that the

28 person or entity wishes to be excluded from the Class. Requests for exclusion will




not be valid if they are not received within the time stated above, unless the Court

otherwise determines. Keep a copy of everything you mail, in case something is

lost during shipping or processing.

52. If you do not want to be part of the Class, you must follow these

instructions for exclusion even if you have pending, or later file, another lawsuit,

arbitration or other proceeding concerning any of the Released Claims.

53. If a person or entity requests to be excluded from the Class, that

person or entity will not receive any benefit provided for in the Settlement.

54. Toyota shall have the option to terminate the settlement in the event

that Persons who would otherwise be Class Members who purchased in the

aggregate more than a certain number of Toyota ADS's during the Class Period

choose to exclude themselves from the Class, as set forth in a separate agreement

(the "Supplemental Agreement") executed between Lead Counsel and Defendants'

counsel.

WHEN AND WHERE WILL THE COURT DECIDE WHETHER TO APPROVE THE SETTLEMENT

DO I HAVE TO COME TO THE HEARING? MAY I SPEAK AT THE HEARING IF I DON'T LIKE THE SETTLEMENT?

55. If you do not wish to object in person to the proposed Settlement, the

proposed Plan of Allocation, and/or the application for attorneys' fees and

reimbursement of litigation expenses, you do not need to attend the Settlement

Hearing. You can object to or participate in the Settlement without attending the

Settlement Hearing.

56. The Settlement Hearing will be held on at _L—.in.

before the Honorable Dale S. Fischer, at the United States District Court for the

Central District of California, Western Division, 255 East Temple Street,

Courtroom 840, Los Angeles, California. The Court reserves the right to approve

the Settlement, the Plan of Allocation or the request for attorneys' fees and


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28



ID #:9851

reimbursement of litigation expenses at or after the Settlement Hearing without

further notice to the members of the Class.

57. Any member of the Class who does not request exclusion from the

Class in the manner set forth in ¶51 above may object to the Settlement, the Plan of

Allocation, or Lead Counsel's request for an award of attorneys' fees and

reimbursement of litigation expenses. Objections or oppositions must be in

writing. You must file any written objection or opposition, together with copies of

all other papers (including proof of all purchases or other acquisitions of Toyota

ADS 's during the Class Period) and briefs, with the Clerk's Office at the United

States District Court for the Central District of California, Western Division, at the

address set forth below on or before [21 calendar days before the Settlement

Hearing]. You must also serve the papers on Lead Counsel for the Class and

counsel for Defendants by hand or first-class mail, at the addresses set forth below

so that the papers are received on or before [21 calendar days before the Settlement

Hearing].

Clerk's Office Counsel for Defendants

UNITED STATES DISTRICT COURT FOR THE CENTRAL DISTRICT OF SHEARMAN & STERLING LLP CALIFORNIA, WESTERN DIVISION Stuart J. Baskin Clerk of the Court

500 Lexington Avenue 255 East Temple Street

New York, New York 10022 Los Angeles, California 90012

GIBSON, DUNN & CRUTCHER LLP Lead Counsel for the Class

Kay E. Kochenderfer Gareth Evans

BERNSTEiN LITOWITZ BERGER

333 South Grand Avenue & GROSSMANN LLP

Los Angeles, California 90071 Blair A. Nicholas Niki L. Mendoza 12481 High Bluff Drive, Suite 300 San Diego, California 92130-3582

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ID #:9852

1

58. The filing must demonstrate your membership in the Class, including

2 a list of all of your Class Period transactions in Toyota ADS's during the Class

3 Period, including dates and prices paid and received, and including brokerage

4 confirmation receipts or other competent documentary evidence of such

5 transactions. You may not object to the Settlement or any aspect of it if you are not

6 a member of the Class or if you excluded yourself from the Class.

7

59. You may file a written objection without having to appear at the

8 Settlement Hearing. Any objection must include: (a) the full name, address, and

9 phone number of the objecting Class Member; (b) a list of all of the Class

10 Member's Class Period transactions in Toyota ADS's, including dates and prices

11 paid and received, and including brokerage confirmation receipts or other

12 competent documentary evidence of such transactions; (c) a written statement of

13 all grounds for the objection accompanied by any legal support for the objection;

14 (d) copies of any papers, briefs or other documents upon which the objection is

15 based; (e) a list of all persons who will be called to testify in support of the

16 objection; (f) a statement of whether the objector intends to appear at the

17 Settlement Hearing; and (g) a list of other cases in which the objector or the

18 objector's counsel have appeared either as settlement objectors or as counsel for

19 objectors in the preceding five years. If you intend to appear at the Settlement

20 Hearing through counsel, the objection must also state the identity of all attorneys

21 who will appear on your behalf at the Settlement Hearing. Any member of the

22 Class who does not make his, her or its objection in the manner provided for herein

23 shall be deemed to have waived such objection and shall forever be foreclosed

24 from making any objection to the fairness or adequacy of the Settlement as

25 reflected in the Stipulation, to the Plan of Allocation or to the application by Lead

26 Counsel for an award of attorneys' fees and reimbursement of litigation expenses.

27 You may not appear at the Settlement Hearing to present your objection, however,

28


Master File No. CV 10-922 DSF (A.fWx)


ID #:9853

1 unless you first filed and served a written objection in accordance with the

2 procedures described above, unless the Court orders otherwise.

3

60. If you wish to be heard orally at the hearing in opposition to the

4 approval of the Settlement, the Plan of Allocation, or Lead Counsel's request for an

5 award of attorneys' fees and reimbursement of litigation expenses, and if you have

6 filed and served a timely written objection as described above, you also must

7 notify the above counsel on or before [21 calendar days before the Settlement

8 Hearing] concerning your intention to appear. Persons who intend to object and

9 desire to present evidence at the Settlement Hearing must include in their written

10 objections the identity of any witnesses they may call to testify and exhibits they

11 intend to introduce into evidence at the hearing.

12

61. By objecting to the Settlement, the Plan of Allocation and/or the

13 application by Lead Counsel for an award of attorneys' fees and reimbursement of

14 litigation expenses, or otherwise requesting to be heard at the Settlement Hearing,

15 a person or entity shall be deemed to have submitted to the jurisdiction of the Court

16 with respect to the person's or entity's objection or request to be heard and the

17 subject matter of the Settlement. If the Court overrules your objection and

18 approves the Settlement or the part of the Settlement to which you have objected,

19 you only will share in the Settlement Fund if you file a Claim Form in the manner

20 stated in ¶47 above and the Claims Administrator approves your claim.

21

62. You are not required to hire an attorney to represent you in making

22 written objections or in appearing at the Settlement Hearing. If you decide to hire

23 an attorney, which will be at your own expense, he or she must file a notice of

24 appearance with the Court and serve it on Lead Counsel so that the notice is

25 received on or before [21 calendar days prior to the Settlement Hearing].

26

63. The Settlement Hearing may be adjourned by the Court without

27 further written notice to the Class. If you intend to attend the Settlement Hearing,

28 you should confirm the date and time with Lead Counsel.


NOTICE OF SETTLEMENT 32-


1

UNLESS THE COURT ORDERS OTHERWISE, ANY CLASS

2

MEMBER WHO DOES NOT OBJECT IN THE MANNER

3

DESCRIBED ABOVE WILL BE DEEMED TO HAVE WAIVED

4

ANY OBJECTION AND SHALL BE FOREVER FORECLOSED

5

FROM MAKING ANY OBJECTION TO THE PROPOSED

6

SETTLEMENT, THE PROPOSED PLAN OF ALLOCATION,

7

OR LEAD COUNSEL'S REQUEST FOR AN AWARD OF

S

ATTORNEYS' FEES AND REIMBURSEMENT OF

9

LITIGATION EXPENSES. CLASS MEMBERS DO NOT NEED

10

TO APPEAR AT THE HEARING OR TAKE ANY OTHER

11

ACTION TO INDICATE THEIR APPROVAL.

12 WHAT IF I BOUGHT ADS'S ON SOMEONE ELSE'S BEHALF?

13

14 64. If you purchased or otherwise acquired Toyota ADS's during the Class

15 Period for the beneficial interest of a person or organization other than yourself,

16 you must either (a) request within fourteen (14) days of receipt of this Notice

17 additional copies of this Notice and the Claim Form for such beneficial owners

18 from the Claims Administrator at In re Toyota Motor Corporation Securities

19 Litigation, Claims Administrator, P.O. Box 5110, Portland, OR 97208-5110 or

20 info.ToyotaADSLitigation.corn; or (b) send a list of the names and addresses of

21 such beneficial owners to the Claims Administrator, at the address stated in

22 subparagraph (a), within fourteen (14) days after receipt of this Notice. If you

23 choose the second option, the Claims Administrator will send a copy of the Notice

24 to the beneficial owner. If you elect to send the Notice to beneficial owners, you

25 are directed to mail the Notice within fourteen (14) days of receipt of the additional

26 copies of the Notice from the Claims Administrator, and upon such mailing, you

27 must send a statement to the Claims Administrator confirming that the mailing was

28 made as directed, and you shall retain the list of names and addresses for use in




ID #:9855

1 connection with any possible future notice to the Class. Upon full compliance with

2 these directions, such nominees may seek reimbursement of their reasonable

3 expenses actually incurred, by timely providing the Claims Administrator with

4 proper documentation supporting the expenses for which reimbursement is sought.

5 Copies of this Notice may also be obtained by calling toll-free (877) 868-0240,

6 may be downloaded from the settlement website, www.ToyotaADSLitigation.com

7 or from Lead Counsel's website, www.blbglaw.com .

8

CAN I SEE THE COURT FILE?

jl WHOM SHOULD I CONTACT IF I HAVE QUESTIONS?

10

65. This Notice contains only a summary of the terms of the proposed

11 Settlement. More detailed information about the matters involved in the Action is

12 available at In re Toyota Motor Corporation Securities Litigation, Claims

13 Administrator, P.O. Box 5110, Portland, OR 97208-5110, including, among other

14 documents, copies of the Stipulation, the Claim Form and the Complaint.

15

66. All inquiries concerning this Notice or the Claim Form should be

16 I directed to:

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In re Toyota Motor Corporation Securities Litigation

Claims Administrator P.O. Box 5110

Portland, OR 97208-5110 www.ToyotaADSLitigation.com [email protected]

Claims Administrator

Blair A. Nicholas, Esq. Niki L. Mendoza, Esq.

BERNSTEIN LITOWITZ BERGER & GROSSMAINN LLP

12481 High Bluff Drive, Suite 300 San Diego, California 92130-3582

(888) 648-2524 blbgblbglaw.com

Lead Counsel

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Master File No. CV 10-922 DSF (A.fWx) -34-


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ID #:9856

1

DO NOT CALL OR WRITE THE COURT OR THE OFFICE OF

2 THE CLERK OF COURT REGARDING THIS NOTICE.

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4 Dated:

By Order of the Clerk of Court 5

United States District Court for the Central District of California

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Table A Toyota Motor Corporation ADRs

Closing Prices and Average 90-day Lookback Prices

Date Price Average Price 2/3/2010 $71.46 $71.46 2/4/2010 $69.79 $70.63 2/5/2010 $72.64 $71.30

2/8/2010 $70.83 $71.18 2/9/2010 $72.54 $71.45 2/10/2010 $73.60 $71.81 2/11/2010

$73.90

$72.11 2/12/2010

$74.92

$72.46 2/16/2010

$73.91

$72.62 2/17/2010

$72.10

$72.57 2/18/2010

$71.41

$72.46 2/19/2010

$71.32

$72.37 2/22/2010

$70.91

$72.26 2/23/2010

$69.57

$72.06 2/24/2010

$72.27

$72.08 2/25/2010

$71.86

$72.06 2/26/2010

$72.76

$72.10 3/1/2010

$71.60

$72.08 3/2/2010

$72.36

$72.09 3/3/2010

$74.81

$72.23 3/4/2010

$73.33

$72.28 3/5/2010

$74.81

$72.40 3/8/2010

$75.78

$72.54 3/9/2010

$74.55

$72.63 3/10/2010

$74.25

$72.69 3/11/2010

$74.81

$72.77 3/12/2010

$74.86

$72.85 3/15/2010

$75.93

$72.96 3/16/2010

$77.23

$73.11 3/17/2010

$77.11

$73.24 3/18/2010

$76.63

$73.35 3/19/2010

$77.36

$73.48 3/22/2010

$77.97

$73.61

3/23/2010

$80.07

$73.80 3/24/2010

$79.32

$73.96 3/25/2010

$78.11

$74.07 3/26/2010

$79.02

$74.21 3/29/2010

$79.25

$74.34 3/30/2010

$79.51

$74.47 3/31/2010

$78.70

$74.58 4/1/2010

$78.77

$74.68

4/5/2010

$79.52

$74.80 4/6/2010

$79.11

$74.90 4/7/2010

$78.21

$74.97


Table A Toyota Motor Corporation ADRs

Closing Prices and Average 90-day Lookback Prices

Date Price Average Price

4/8/2010 $77.78 $75.03 4/9/2010 $78.21 $75.10 4/12/2010 $77.85 $75.16 4/13/2010 $77.34 $75.21 4/14/2010 $78.61 $75.28 4/15/2010 $78.35 $75.34 4/16/2010 $77.67 $75.38 4/19/2010 $77.37 $75.42

4/20/2010 $77.08 $75.45 4/21/2010 $76.42 $75.47 4/22/2010 $75.55 $75.47

4/23/2010 $75.98 $75.48 4/26/2010 $77.13 $75.51 4/27/2010 $75.34 $75.51 4/28/2010 $75.20 $75.50 4/29/2010 $76.44 $75.52

4/30/2010 $75.44 $75.52

5/3/2010 $76.03 $75.53 5/4/2010 $74.46 $75.51


EXHIBIT A-2


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BERNSTEIN LITOWITZ BERGER & GROSSMANN LLP

BLAIR A. NICHOLAS (Bar No. 178428)

UNJairnblbglaw.com)

AMIN GALDSTON (Bar No. 211114) (bengblbglaw.com) DAVID R. KAPLAN (Bar No. 230144) ([email protected]) 12481 High Bluff Drive, Suite 300 San Die!6~~CA 92130 Tel: (8 793-0070 Fax: (88 793 -0323

dGERALD H. SILK ([email protected]) 1285 Avenue of the Americas New York, NY 10019 Tel: (212) 554-1400 Fax: (212) 554-1444




FAIRBANK & VINCENT ROBERT H. FAIRBANK (Bar No. 76359) ([email protected] ) DIRK L. VINCENT (Bar No. 157961)

4 [email protected])

S. Flower Street, Suite 3860 Los c CA 90071 Tel: (13) 891-9010 Fax: (213) 891-9011

Liaison counselfbr the Class

('Additional Counsel listed on signature page)


PROOF OF CLAIM FORM AND RELEASE

EXHIBIT A-2


PROOF OF CLAIM AND RELEASE Master File No. CV 10-922 DSF (AJWx)


1 I. GENERAL INSTRUCTIONS

1. To be eligible to recover as a member of the Class based on your

claims in the action entitled In re Toyota Motor Corporation Securities Litigation,

Case No. CV 1 0-922-DSF (the "Action"), you must complete and, on page

hereof, sign this Proof of Claim Form. If you fail to timely file a properly

addressed (as set forth in paragraph 3 below) Proof of Claim Form, your claim may

be rejected and you may be precluded from any recovery from the Settlement Fund

created in connection with the proposed settlement of the Action.

2. Submission of this Proof of Claim Form, however, does not assure

that you will share in the proceeds of the settlement of the Action.

3. YOU MUST MAIL YOUR COMPLETED AND SIGNED

PROOF OF CLAIM FORM POSTMARKED ON OR BEFORE [120 days

after Notice Date]:

In re Toyota Motor Corporation Securities Litigation Claims Administrator P.O. Box 5110 Portland, OR 97208-5110

If you are NOT a member of the Class (as defined below and in the Notice Of

Pendency Of Class Action And Proposed Settlement, Settlement Hearing, And

Motion For Attorneys' Fees And Reimbursement Of Litigation Expenses

("Notice")), DO NOT submit a Proof of Claim Form.

4. If you are a member of the Class and you did not timely request

exclusion in connection with the proposed settlement, you are bound by the terms

of any judgment entered in the Action, including the releases provided therein,

WHETHER OR NOT YOU SUBMIT A PROOF OF CLAIM FORM.

II. CLAIMANT IDENTIFICATION

If you purchased or otherwise acquired the American Depositary Shares of

Toyota Motor Corporation ("Toyota ADS's") during the period from May 10,

2005, through and including February 2, 2010 (the "Class Period"), and held

documents evidencing these transactions (i.e., broker confirmation slip(s), etc.) in

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PROOF OF CLAIM AND RELEASE 1 Master File No. CV 10-922 DSF (AJWx)


ID #:9862

1 your name, you are the beneficial purchaser as well as the record purchaser. If,

2 however, you purchased or acquired Toyota ADS's and the transactional

3 document(s) was/were registered in the name of a third party, such as a nominee or

4 brokerage firm, you are the beneficial purchaser and the third party is the record

5 purchaser.

6

Use Part I of the Proof of Claim Form - entitled "Claimant Identification" -

7 to identify each purchaser of record ("nominee"), if different from the beneficial

8 purchaser of Toyota ADS's which forms the basis of this claim. THIS CLAIM

9 MUST BE FILED BY THE ACTUAL BENEFICIAL PURCHASER OR

10 PURCHASERS, OR THE LEGAL REPRESENTATIVE OF SUCH

11 PURCHASER OR PURCHASERS, OF THE TOYOTA ADS'S UPON

12 WHICH THIS CLAIM IS BASED.

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All joint purchasers must sign this claim. Executors, administrators,

14 guardians, conservators and trustees must complete and sign this claim on behalf of

15 persons represented by them and their authority must accompany this claim and

16 their titles or capacities must be stated. The Social Security (or taxpayer

17 identification) number and telephone number of the beneficial owner may be used

18 in verifying the claim. Failure to provide the foregoing information could delay

19 verification of your claim or result in rejection of the claim.

20 III. CLAIM FORM

21

Use Part II of Proof of Claim and Release - entitled "Transactions in Toyota

22 ADS's" - to supply all required details of your transaction(s) in Toyota ADS's. If

23 you need more space or additional schedules, attach separate sheets giving all of

24 the required information in substantially the same form. Sign and print or type

25 your name on each additional sheet.

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On the schedules, provide all of the requested information with respect to all

27 of your purchases and all of your sales or dispositions of Toyota ADS's which took

28 place at any time during the Class Period, whether such transactions resulted in a

PROOF OF CLAIM AND RELEASE Master File No. CV 10-922 DSF (AJWx)


ID #:9863

profit or loss. Failure to report all requested information may result in the

rejection of your claim.

List each transaction separately and in chronological order, by trade date,

beginning with the earliest. You must accurately provide the month, day and year

of each transaction you list.

The date of covering a "short sale" is deemed to be the date of purchase or

acquisition of a Toyota ADS. The date of a "short sale" is deemed to be the date of

sale or disposition of a Toyota ADS.

Copies of broker confirmations or other documentation of your transactions

in Toyota ADS's should be attached to your claim. Failure to provide this

documentation could delay verification of your claim or result in rejection of your

claim.

In re Toyota Motor Corporation Securities Litigation PART I: CLAIMANT IDENTIFICATION

Beneficial Owner's Name (First, Middle, Last) / Joint Owner's Name

Street Address

City

State Zip Code

Foreign Province Foreign Country

Area Code Telephone Number (Daytime)

Area Code Telephone Number (Evening)

Social Security Number or Taxpayer Identification Number

Email Address

Account Number (if filing for more than one account, please file separate claims)

Record Owner's Name (if different from beneficial owner listed above)

Check appropriate box (check only one box): o Individual/Sole Proprietor 0 Joint Owners 0

Pension Plan o Corporation 0 Partnership 0 Trust

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PROOF OF CLAIM AND RELEASE

3 Master File No. CV 10-922 DSF (AJWx)


1 o IRA

0 Other

2 (describe:

3 NOTE: Separate Proofs of Claim should be submitted for each separate legal

4 entity (e.g., a claim from Joint Owners should not include separate transactions of

5 just one of the Joint Owners, an Individual should not combine his or her IRA

6 transactions with transactions made solely in the Individual's name).

7 NOTICE REGARDING ELECTRONIC FILES: Certain claimants with large

8 numbers of transactions may request, or may be requested, to submit information

9 regarding their transactions in electronic files. All Claimants MUST submit a

10 manually signed paper Proof of Claim form listing all their transactions, whether or

11 not they also submit electronic copies. If you wish to file your claim electronically,

12 you must contact the Claims Administrator at (877) 868-0240, or visit their website

13 at www.ToyotaADSLitigation.com , to obtain the required file layout. No

14 electronic files will be considered to have been properly submitted unless the

15 Claims Administrator issues to the Claimant a written acknowledgment of receipt

16 and acceptance of electronically submitted data.

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ID #:9865

PART II: TRANSACTIONS D TOYOTA ADS'S

A. INITIAL TOYOTA ADS HOLDINGS: State the number of Toyota

ADS's the Claimant owned at the close of trading on May 9, 2005:

If none, write "zero" or "0". If other than zero, be sure to attach the required

I documentation.

B. TOYOTA ADS PURCHASES: List all purchases or acquisitions of

Toyota ADS's made between May 10, 2005, and May 4, 2010, inclusive. Please

note that ADS's purchased or acquired during the 90-day look-back period

between February 3, 2010, and May 4, 2010, inclusive, will be used only to

balance your claim, and will not calculate to a Recognized Loss. (NOTE: If you

acquired your Toyota ADS's during this period other than by an open market

purchase, please enter the transaction(s) in the table below with a transaction type

of "R" for received ADS's and provide a complete description of the terms of the

acquisition on a separate page). Be sure to attach the required documentation.

Trade Date(s) Trans (List Type Number of Purchase Price Chronologically) ADS Purchased

Per ADS Total Purchase (P/R)**

Month/Day/Year Price*

* excluding commissions, transfer taxes or other fees

* * P=Purchase, R=Received (Transfer In)

C. TOYOTA ADS SALES: List all sales of Toyota ADS's made between

May 10, 2005, and May 4, 2010, inclusive. Sales includes all dispositions of

Toyota ADS's, including disposition through conversion to Toyota common stock.

Be sure to attach the required documentation. (NOTE: If you delivered your

Toyota ADS's during this period other than by an open market sale, please enter

the transaction(s) in the table below with a transaction type of "D" for delivered

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PROOF OF CLAIM AND RELEASE 5 Master File No. CV 10-922 DSF (AJWx)


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ADS's and provide a complete description of the terms of the transfer on a separate

page.)

Trade Date(s) Trans (List Type Number of Sale Price Chronologically)

ADS Sold Per ADS Total Sale (S/D)*4 Month/Day/Year Price*

*excluding commissions, transfer taxes or other fees. The "sale" price for conversions to Toyota stock shall be deemed the closing price of the ADS on the date of conversion.

* * S=Sale, D=De livery (Transfer Out)

D. UNSOLD TOYOTA ADS HOLDINGS AT THE CLOSE OF

TRADING ON MAY 4,2010: State the number of Toyota ADS's the Claimant

owned at the close of trading on May 4, 2010. Be sure to attach

the required documentation.

IF YOU NEED ADDITIONAL SPACE TO LIST YOUR TRANSACTIONS PLEASE PHOTOCOPY THIS PAGE, WRITE YOUR NAME ON THE COPY AND CHECK THIS BOX:

0

IF YOU DO NOT CHECK THIS BOX THESE ADDITIONAL PAGES MAY NOT BE REVIEWED.


6 Master File No. cv 10-922 DSF (AIWx)

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ID #:9867

1

PART III: RELEASE OF CLAIMS AND SIGNATURE

2 I Definitions

3

"Released Persons" means each and all of the Defendants and their Related

4 I Persons.

5

"Defendants" means Toyota Motor Corporation, Toyota Motor North

6 America, Inc., Toyota Motor Sales, U.S.A., Inc., ("Toyota"), Katsuaki Watanabe,

7 Fujio Cho, Yoshimi Inaba, James E. Lentz Ill, Irving A. Miller, Robert S. Carter

8 and Robert C. Daly (the "Individual Defendants").

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"Related Persons" means each of a Defendant's past or present directors,

10 officers, managers, employees, partners, members, principals, agents, underwriters,

11 insurers and co-insurers and their reinsurers, controlling shareholders, attorneys,

12 accountants or auditors, personal or legal representatives, predecessors, successors

13 (including by way of merger, consolidation, or other acquisition of controlling

14 interest), parents, subsidiaries, divisions, joint ventures, assigns, spouses, heirs,

15 executors, estates, administrators, related or affiliated entities, any entity in which a

16: Defendant has a controlling interest, any members of any Individual Defendant's

17 Immediate Family, or any trust of which any Individual Defendant is the settlor or

18 which is for the benefit of any Individual Defendant's family, in their respective

19 capacities as such.

20

"Released Claims" means any and all claims (including "Unknown Claims"

21 as defined below), debts, demands, controversies, obligations, losses, rights,

22 liabilities and/or causes of action of any kind or nature whatsoever—including, but

23 not limited to, any claims for damages (whether compensatory, special, incidental,

24 consequential, punitive, exemplary or otherwise) injunctive relief, declaratory

25 relief, rescission or rescissionary damages, interest, attorneys' fees, expert or

26 consulting fees, costs, expenses, or any other form of legal or equitable relief

27 whatsoever—whether based on federal, state, local, foreign, statutory or common

28 11 law or regulation, class or individual in nature, known or unknown, fixed or


VA Master File No. CV 10-922 DSF (AJWx)


ID #:9868

1 contingent, suspected or unsuspected, concealed or hidden, accrued or un-accrued,

2 liquidated or un-liquidated, at law or in equity, matured or un-matured, and that

3 either were asserted or could have been asserted, that relate to the purchase or

4 acquisition of the American Depository Shares of Toyota Motor Corporation by

5 the respective Class Member during the Class Period and (1) have been asserted in

6 this Litigation by the Class Members or any of them against any of the Released

7 Persons (as defined below), or (ii) could have been asserted in the Litigation or any

8 other forum by the Class Members or any of them against any of the Released

9 Persons, which arise out of or are based upon or related in any way to the

10 allegations, transactions, facts, matters or occurrences, representations or alleged

11 omissions involved, set forth, or referred to in the Litigation, including, but not


13 Toyota vehicles (including Toyota, Lexus and Scion brand vehicles), recalls of

14 Toyota vehicles (including Toyota, Lexus and Scion brand vehicles), the quality of

15 Toyota vehicles (including Toyota, Lexus and Scion brand vehicles) and/or

16 Toyota's financial results. For clarification, Released Claims do not include claims

17 that relate to the purchase or acquisition of Toyota common stock (except to the

18 extent that Toyota American Depositary Shares represent underlying Toyota

19 common stock, in which case claims relating to the purchase of Toyota American

20 Depositary Shares are included in the Released Claims), or claims based upon,

21 relating to or arising out of the interpretation or enforcement of the terms of the

22 Settlement.

23

"Class" means all Persons (other than those Persons who timely and validly

24 request exclusion from the Class) who purchased or otherwise acquired the

25 American Depositary Shares of Toyota Motor Corporation during the period from

26 May 10, 2005, through and including February 2, 2010, excluding the Defendants,

27 and their Related Persons.

28




ID #:9869

1

"Unknown Claims" means any Released Claims that any Lead Plaintiff or

2 any Class Member does not know or does not suspect to exist in his, her, or its

3 favor at the time of the release of the Released Parties, which, if known by him,

4 her, or it, might have affected his, her, or its settlement with and release of the

5 Released Persons, or might have affected his, her, or its decision(s) with respect to

6 the settlement. With respect to any and all Released Claims, upon the effective

7 date of the Settlement, Lead Plaintiff shall have expressly waived and relinquished,

8 and each of the Class Members shall be deemed to have, and by operation of the

9 Judgment shall have, expressly waived and relinquished the provisions, rights, and

10 benefits conferred by California Civil Code § 1542, which provides:

11


12

WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT

13

TO EXIST IN HIS OR HER FAVOR AT THE TIME OF

14

EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM

15

OR HER MUST HAVE MATERIALLY AFFECTED HIS OR

16

HER SETTLEMENT WITH THE DEBTOR.

17 Lead Plaintiff shall expressly waive and relinquish, and each of the Class Members

18 shall be deemed to have, and by operation of the Judgment shall have, expressly

19 waived and relinquished, any and all provisions, rights, and benefits conferred by

20 any law of any law of any state or territory of the United States, or any foreign

21 state or territory, or any principle of common law, which is similar, comparable or

22 equivalent to California Civil Code § 1542. Lead Plaintiff and Class Members

23 may hereafter discover facts in addition to or different from those that any of them

24 now knows or believes to be true related to the subject matter of the Released

25 Claims, but Lead Plaintiff upon the Effective Date shall expressly, fully, finally

26 and forever settle and release and each Class Member, upon the Effective Date,

27 shall be deemed to have, and by operation of Judgment shall have, fully, finally,

28 and forever settled and released any and all Released Claims, known or unknown,


9 Master File No. CV 10-922 DSF (AIWx)


ID #:9870

1 suspected or unsuspected, contingent or non-contingent, whether or not concealed

2 or hidden, which now exist, or heretofore have existed, upon any theory of law or

3 equity now existing or coming into existence in the future, including, but not

4 limited to, conduct that is negligent, intentional, with or without malice, or a

5 breach of any duty, law, regulation or rule, without regard to the subsequent

6 discovery or existence of such different or additional facts. Lead Plaintiff

7 acknowledges, and the Class Members shall be deemed by operation of the

8 Judgment to have acknowledged, that the foregoing waiver of "Unknown Claims"

9 (and inclusion of "Unknown Claims" in the definition of "Released Claims") was

10 separately bargained for and is a key element of the settlement of which this

11 release is a part.

12 The Release

13

I (We) understand and acknowledge that without further action by anyone,

14 on and after the effective date of the Settlement, each Class Member, for good and

15 sufficient consideration, the receipt and adequacy of which are hereby

16 acknowledged, shall be deemed to have, and by operation of law and of the

17 Judgment shall have fully, finally, and forever released, relinquished, discharged

18 and dismissed each and every one of the Released Claims against each and every

19 one of the Released Persons, whether or not a Proof of Claim Form is executed and

20 delivered by, or on behalf of, such Class Member, and whether or not I (we) share

21 in the Settlement Fund.

22

SIGNATURE AND CERTIFICATIONS

23

By signing and submitting this Proof of Claim Form, the Claimant(s) or the

24 person(s) who represents the Claimant(s) certifies, as follows:

25

I (We) submit this Proof of Claim Form under the terms of the Stipulation of

26 Settlement described in the Notice. I (We) also submit to the jurisdiction of the

27 United States District Court for the Central District of California, with respect to

28 my (our) claim as a Class Member and for purposes of enforcing the release set


10 Master File No. cv 10-922 DSF (AIWx)


ID #:9871

I forth herein. I (We) further acknowledge that I (We) am (are) bound by and

2 subject to the terms of any judgment that may be entered in the Action. I (We)

3 agree to furnish additional information to the Claims Administrator to support this

4 claim if requested to do so. I (We) have not submitted any other claim covering

5 the same purchases or acquisitions of Toyota ADS during the Class Period and

6 know of no other person having done so on my (our) behalf.

7

I (We) hereby acknowledge full and complete satisfaction of, and do hereby

8 fully, finally and forever release, relinquish and discharge and dismiss each and

9 every one of the Released Claims against each and every one of the Released

10 Persons as defined above,

11

1. that the Claimant(s) is a (are) Class Member(s), as defined herein and

12

in the Notice;

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2. that I (we) have not filed a request for exclusion from the Class and

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that I (we) do not know of any request for exclusion from the Class filed on my

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(our) behalf with respect to my (our) transactions in Toyota ADS's;

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3. that I (we) own(ed) the Toyota ADS's identified in the Proof of

17

Claim, or that, in signing and submitting this Proof of Claim, I (we) have the

18

authority to act on behalf of the owner(s) thereof;

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4. that Claimant(s) may be eligible to receive a distribution from the Net

20

Settlement Fund;

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5. that I (we) agree to furnish such additional information with respect to

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this Proof of Claim as the parties, the Claims Administrator or the Court may

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require;

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6. that I (we) waive trial by jury, to the extent it exists, and agree to the

25

Court's summary disposition of the determination of the validity or amount of

26

the claim made by this Proof of Claim;

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7. that I (we) have not assigned or transferred or purported to assign or

28

transfer, voluntarily or involuntarily, any matter released pursuant to this




ID #:9872

1 release or any other part or portion thereof;

2

8. that I (we) have included information about all of my (our)

3

transactions in Toyota ADS's which occurred during the Class Period; and

4

9. that I (we) certify that I am (we are) not subject to backup withholding

5

under the provisions of Section 3406(a)(1)(c) of the Internal Revenue Code.

6 NOTE: If you have been notified by the Internal Revenue Service that you are

7 subject to backup withholding, please strike the language that you are not subject

8 to backup withholding in the certification above. The Internal Revenue Service

9 does not require your consent to any provision other than the certification required

10 to avoid backup withholding.

11

I (We) declare, under penalty of perjury under the laws of the United States

12 of America, that the statements made and answers given in this Proof of Claim are

13 true and correct and that the documents submitted herewith are true and genuine.

14

15 Signature of Claimant

16 Print Name of Claimant

Date

17

18 Signature of Joint Claimant, if any

Print Name of Joint Claimant

Date

If Claimant is other than an individual, or is not the person completing this form, th efollowing also must be provided:

Signature of Person Completing Form

Print Name of Person Completing Form Date

Capacity of Person Signing (Executor, President, Trustee, etc.)

REMINDER CHECKLIST

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* Please sign the Certification Section of the Proof of Claim and Release form.

* If this Claim is being made on behalf of Joint Claimants, then both must sign.

* Please remember to attach supporting documents.

* DO NOT SEND ORIGINALS OF ANY SUPPORTING DOCUMENTS.

* Keep a copy of your Proof of Claim and Release form and all documentation

submitted for your records.

* The Claims Administrator will acknowledge receipt of your Proof of Claim

and Release by mail, within 60 days. Your claim is not deemed filed until you

receive an acknowledgment postcard. If you do not receive an

acknowledgment postcard within 60 days, please call the Claims

Administrator toll free at (877) 868-0240.

* If you move, please send your new address to:

In re Toyota Motor Corporation Securities Litigation Claims Administrator

P.O. Box 5110

Portland, OR 97208-5110

Do not use highlighter on the Proof of Claim and Release form or supporting

documentation.

THIS PROOF OF CLAIM MUST BE POSTMARKED NO LATER THAN

1120 days after Notice Date], AND MUST BE MAILED TO:


P.O. Box 5110 Portland, OR 97208-5110

ACCURATE CLAIMS PROCESSING TAXES A SIGNIFICANT AMOUNT

OF TIME.

THANK YOU FOR YOUR PATIENCE

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EXHIBIT A-3


ID #:9875

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BLAIR A. NICHOLAS (Bar No. 178428) (bIairnblbg1aw. corni BENJAMIN GALDSTON (Bar No. 211114)

[email protected]) VID R. KAPLAN(Bar No. 230144)

(davidkb1bglaw. corn) 12481 High Bluff Drive, Suite 300 San Diego, CA 92130 Tel: (858) 793-0070 Fax: (858) 793-0323

-and- GERALD H. SILK

Y erryb1bg1aw.corn) 285 Avenue of the Americas

New York, NY 10019 Tel: (212) 554-1400 Fax: (212) 554-1444


FAIRBANK & VINCENT ROBERT H. FAIRBANK (Bar No. 76359)

[email protected] ) RKL. VINCENT (Bar No. 15796 1)

([email protected] ) 444 S. Flower Street, Suite 3860 Los Angeles, CA 90071 Tel: ('13) 891-9010 Fax: (213) 891-9011

Liaison Counsel for the Class

(Additional Counsel listed on signature page)


IN RE TOYOTA MOTOR

Master File No. CV 10-922 DSF CORPORATION

(AJWx) SECURITIES LITIGATION

SUMMARY NOTICE

EXHIBIT A-3


SUMMARY NOTICE Master File No. CV 10-922 DSF (AIWx)

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ID #:9876

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TO: ALL PERSONS AND ENTITIES WHO PURCHASED OR

2 OTHERWISE ACQUIRED THE AMERICAN DEPOSITARY SHARES OF

3 TOYOTA MOTOR CORPORATION ("TOYOTA ADS'S") BETWEEN

4 MAY 10, 20059 AND FEBRUARY 2, 2010, INCLUSIVE:

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YOU ARE HEREBY NOTIFIED that a proposed settlement has been

6 reached in this action. A hearing will be held with respect to the settlement on

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at : .m. before the Honorable Dale S. Fischer in the

8 United States District Court for the Central District of California, 255 East Temple

9 Street, Courtroom 840, Los Angeles, CA 90012.

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The purpose of the hearing is to determine whether the proposed settlement

11 of the securities class action claims asserted in this litigation, pursuant to which

12 Defendants will deposit the sum of $25,500,000.00 in cash into a settlement fund

13 in exchange for the dismissal of the litigation and a release of claims against

14 Defendants and their related persons and entities, should be approved by the Court

15 as fair, reasonable, adequate and in the best interests of the class, which includes

16 all persons and entities who purchased or otherwise acquired Toyota ADS's

17 between May 10, 2005, and February 2, 2010, inclusive, excluding the Defendants,

18 and their Related Persons (as defined in the Stipulation of Settlement).

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If you purchased or otherwise acquired Toyota ADS's at any time between

20 May 10, 2005, and February 2, 2010, inclusive, you may be entitled to share in the

21 distribution of the settlement fund if you submit a claim form no later than [120

22 days after the Notice Date], establishing that you may be entitled to a recovery.

23

If you purchased or otherwise acquired Toyota ADS's at any time between

24 May 10, 2005, and February 2, 2010, inclusive, you have the right to object to the

25 settlement, the plan of allocation and/or the request by Lead Counsel for an award

26 of attorneys' fees and expenses, or otherwise request to be heard, by submitting no

27 later than [21 days before the Settlement Hearing] a written objection in

28 accordance with the procedures described in a more detailed notice that has been

SUMMARY NOTICE so



ID #:9877

mailed to all persons known to be purchasers or other acquirers of Toyota ADS's

between May 10, 2005, and February 2, 2010, inclusive. You also have the right

to exclude yourself from the class by submitting no later than [21 days before the

Settlement Hearing] a written request for exclusion from the Class in accordance

with the procedures described in the more detailed notice. If the settlement is

approved by the Court, you will be bound by the settlement and the Court's final

order and judgment, including the releases provided for in the final order and

judgment, unless you submit a timely and valid request to be excluded.

This notice provides only a summary of matters regarding the litigation and

the settlement. A detailed notice describing the litigation, the proposed settlement,

and the rights of members of the Class to appear in Court at the hearing, to request

to be excluded from the Class and/or to object to the settlement, the plan of

allocation and/or the request by Lead Counsel for an award of attorneys' fees and

expenses has been mailed to all persons known to be purchasers or other acquirers

of Toyota ADS's between May 10, 2005, and February 2, 2010, inclusive. You

may obtain a copy of this notice, a proof of claim form, or other information by

writing to the following address or calling the following telephone number:


P.O. Box 5110 Portland, OR 97208-5110

or by downloading the same from www.ToyotaADSLitigation.com or

www.blbglaw.com .

PLEASE DO NOT CONTACT THE COURT OR THE CLERK'S

OFFICE REGARDING THIS NOTICE. Inquiries, other than requests for the

detailed notice referenced above and a proof of claim form, may be made to

plaintiffs' counsel:

Blair A. Nicholas Niki L. Mendoza BERNSTEiN LITOWITZ BERGER

& GROSSMANN LLP 12481 High Bluff Drive, Suite 300

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SUMMARY NOTICE -2- Master File No. cv 10-922 DSF (AJWx)

e 2:10-cv-00922-DSF-AJW Document 301-1 Filed 11/13/12 of 111 ID #:9878

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San Diego, CA 92130 Tel: 866-648-2524

Dated: By Order of the Clerk of the Court

United States District Court for the Central District of California

SUMMARY NOTICE -3- Master File No. CV 10-922 DSF (AJWx)

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EXHIBIT B


ID #:9880

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[PROPOSED] FINAL JUDGMENT AND ORDER OF DISMISSAL WITH PREJUDICE

EXHIBIT B


[PROPOSED] FINAL JUDGMENT Master File No. CV 10-922 DSF (AJWx)


ID #:9881

I

This matter came before the Court for hearing pursuant to the Order of this

2 Court, dated November 9, 2012 ("Preliminary Approval Order"), on the

3 application of the Lead Plaintiff for approval of the Settlement set forth in the

4 Stipulation of Settlement (the "Stipulation"). Full and adequate notice having been

5 given to the Class as required in the Court's Order, and the Court having

6 considered all papers filed and proceedings held herein and otherwise being fully

7 informed in the premises and good cause appearing therefor,

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NOW, THEREFORE, IT IS HEREBY ORDERED THAT:

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1. This Judgment incorporates by reference the definitions in the

10 Stipulation, and all capitalized terms used, but not defined herein, shall have the

11 same meanings as in the Stipulation.

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2. This Court has jurisdiction over the subject matter of the Litigation

13 and over all parties to the Litigation, including all members of the Class.

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3. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, this

15 Court hereby certifies the Litigation as a class action for settlement purposes only.

16 The Class consists of all Persons who purchased or otherwise acquired the

17 American Depositary Shares of Toyota Motor Corporation during the period from

18 May 10, 2005, through and including February 2, 2010, excluding Defendants and

19 their Related Persons. Also excluded from the Class are any Persons who

20 excluded themselves by timely submitting a request for exclusion in accordance

21 with the requirements set forth in the Preliminary Approval Order, a list of whom

22 is attached hereto as Exhibit 1.

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4. With respect to the Class, this Court finds, solely for the purposes of

24 settlement, that:

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(a) the members of the Class are so numerous that joinder of all Class

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Members in the Litigation is impracticable;

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(b) there are questions of law and fact common to the Class;

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(c) the claims by Lead Plaintiff are typical of the claims of the Class;



ID #:9882

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(d) Lead Plaintiff and Lead Counsel have and will fairly and

2 adequately represent and protect the interests of the Class Members;

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(e) the questions of law and fact common to the members of the Class

4 predominate over any questions affecting only individual members; and

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(f) a class action is superior to other available methods for the fair and

6 efficient adjudication of the controversy, considering: (i) the interests of the

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Class Members in individually controlling the prosecution of separate

8 actions; (ii) the extent and nature of any litigation concerning the

9 controversy already commenced by Class Members; and (iii) the desirability

10 or undesirability of concentrating the litigation of these claims in this

11 particular forum.

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5. Pursuant to Federal Rule of Civil Procedure 23, this Court hereby

13 approves the Settlement set forth in the Stipulation and finds that the Settlement is,

14 in all respects, fair, reasonable and adequate to Lead Plaintiff and the Class. The

15 Court further finds that the Settlement set forth in the Stipulation is the result of

16 arm's-length negotiations between experienced counsel representing the interests

17 of the Settling Parties and is in the best interest of the Class. The Court further

18 finds that the record is sufficiently developed and complete to have enabled Lead

19 Plaintiff and Defendants to have adequately evaluated and considered their

20 positions. Accordingly, the Settlement embodied in the Stipulation is hereby

21 finally approved in all respects. The Settling Parties are hereby directed to perform

22 its terms.

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6. Except as to any individual claim of those persons who have validly

24 and timely requested exclusion from the Class (identified in Exhibit 1 hereto), the

25 Litigation as it relates to all claims contained therein related to the purchase or

26 acquisition of Toyota ADS's during the Class Period, including the Released

27 Claims, are dismissed with prejudice as against the Released Persons. The Settling

28 Parties are to bear their own costs, except as otherwise provided in the Stipulation.

[PROPOSED] F[NAL JUDGMENT Master File No. CV 10-922 DSF (AJWx)


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7. Pursuant to this Judgment, upon the Effective Date, Lead Plaintiff and

2 each and every Class Member shall be deemed to have - and by operation of this

3 Judgment shall have - fully, finally, and forever released, relinquished, discharged

4 and dismissed each and every one of the Released Claims against each and every

5 one of the Released Persons, whether or not such Class Member executes and

6 delivers the Proof of Claim and Release, and whether or not such Class Member

7 shares in the Settlement Fund.

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8. Pursuant to this Judgment, upon the Effective Date, each of the

9 Released Persons shall be deemed to have - and by operation of this Judgment

10 shall have - fully, finally, and forever released, relinquished, and discharged Lead

11 Plaintiff, each and all of the Class Members, Lead Counsel, Liaison Counsel and

12 Plaintiffs' Counsel from all claims (including Unknown Claims) debts, demands,

13 controversies, obligations, losses, rights, liabilities and/or causes of action of any

14 kind or nature whatsoever—including, but not limited to, any claims for damages

15 (whether compensatory, special, incidental, consequential, punitive, exemplary or

16 otherwise) injunctive relief, declaratory relief, rescission or rescissionary damages,

17 interest, attorneys' fees, expert or consulting fees, costs, expenses, or any other

18 form of legal or equitable relief whatsoever—whether based on federal, state,

19 local, foreign, statutory or common law or regulation, class or individual in nature,

20 known or unknown, fixed or contingent, suspected or unsuspected, concealed or

21 hidden, accrued or un-accrued, liquidated or un-liquidated, at law or in equity,

22 matured or un-matured, arising out of, relating to, or in connection with the

23 institution, prosecution, assertion, settlement or resolution of the Litigation or the

24 Released Claims, but claims based upon, relating to or arising out of the

25 interpretation or enforcement of the terms of the Stipulation are not released.

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9. The distribution of the Notice and the publication of the Summary

27 Notice as provided for in the Preliminary Approval Order constituted the best

28 notice practicable under the circumstances, including individual notice to all Class

[PROPOSED] FINAL JUDGMENT Master File No. cv 10-922 DSF (AJWx)


ID #:9884

1 Members who could be identified through reasonable effort. Said notice provided

2 the best notice practicable under the circumstances of those proceedings and of the

3 matters set forth therein, including the proposed Settlement set forth in the

4 Stipulation, to all persons entitled to such notice, and said notice fully satisfied the

5 requirements of Federal Rule of Civil Procedure 23, Section 21D(a)(7) of the

6 Securities Exchange Act of 1934, 15 U.S.C. § 78u-4(a)(7) as amended by the

7 Private Securities Litigation Reform Act of 1995, due process, and any other

8 applicable law.

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10. Any plan of allocation submitted by Lead Counsel or any order

10 entered regarding any attorneys' fee and/or expense application shall in no way

11 disturb or affect this Final Judgment and Order of Dismissal with Prejudice and

12 shall be considered separate from this Final Judgment and Order of Dismissal with

13 Prejudice.

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11. The settlement compromises claims that are contested and shall not be

15 deemed an admission by any Settling Party as to the merits of any claim or

16 defense. Neither the Stipulation nor the settlement contained therein, nor any act

17 performed or document executed pursuant to or in furtherance of the Stipulation or

18 the settlement: (a) is or may be deemed to be or may be used as an admission of, or

19 evidence of, the validity or invalidity of any Released Claim or of any alleged

20 wrongdoing or alleged liability of the Defendants and the Released Persons; or (b)

21 is or may be deemed to be or may be used as an admission of, or evidence of, any

22 alleged fault or omission of any of the Defendants and the Released Persons in any

23 civil, criminal or administrative proceeding in any court, administrative agency or

24 other tribunal. Defendants and the Released Persons may file the Stipulation

25 and/or the Judgment in any action that may be brought against them in order to

26 support a defense or counterclaim based on principles of res judicata, collateral

27 estoppel, release, good faith settlement, judgment bar or reduction, or any other

28 theory of claim preclusion or issue preclusion or similar defense or counterclaim

[PROPOSED] FINAL JUDGMENT Master File No. CV 10-922 DSF (A.fWx)


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12. Without affecting the finality of this Final Judgment and Order of

2 Dismissal with Prejudice in any way, this Court hereby retains continuing

3 jurisdiction over: (a) implementation of this settlement and any award or

4 distribution of the Settlement Fund, including interest earned thereon;

5 (b) disposition of the Settlement Fund; (c) hearing and determining applications for

6 attorneys' fees and expenses in the Litigation; and (d) all parties hereto for the

7 purpose of construing, enforcing and administering the Stipulation and the

8 settlement therein.

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13. The Court finds that during the course of the Litigation, the Settling

10 Parties and their respective counsel at all times complied with the requirements of

11 Federal Rule of Civil Procedure 11.

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14. In the event that the settlement does not become effective in

13 accordance with the terms of the Stipulation or the Effective Date does not occur,

14 or in the event that the Settlement Fund, or any portion thereof, is returned to the

15 Defendants, then this Final Judgment and Order of Dismissal with Prejudice shall

16 be rendered null and void to the extent provided by and in accordance with the

17 Stipulation and shall be vacated and, in such event, all orders entered and releases

18 delivered in connection herewith shall be null and void to the extent provided by

19 and in accordance with the Stipulation.

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15. There is no just reason for delay in the entry of this Judgment and

21 immediate entry by the Clerk of the Court is expressly directed.

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IT IS SO ORDERED.

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24 I DATED:

25 HONORABLE DALE S. FISCHER

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UNITED STATES DISTRICT COURT JUDGE

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STUART J. BASKIN, admitted pro hac vice SHEARMAN...

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