トヨタファイナンスオーストラリアリミテッド

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2 The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act ), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act. The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a United States person, except in certain transactions permitted by U.S. taxation regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code of 1986 and regulations thereunder.

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69 the Corporations Regulations

70 2001 P.K

71 Independent audit report to the members of Toyota Finance Australia Limited Audit opinion In our opinion, the financial report of Toyota Finance Australia Limited: gives a true and fair view, as required by the Corporations Act 2001 in Australia, of the financial position of Toyota Finance Australia Limited as at 31 March 2004, and of its performance for the year ended on that date, and is presented in accordance with the Corporations Act 2001, Accounting Standards and other mandatory financial reporting requirements in Australia, and the Corporations Regulations This opinion must be read in conjunction with the rest of our audit report. Scope The financial report and directors responsibility The financial report comprises the statement of financial position, statement of financial performance, statement of cash flows, accompanying notes to the financial statements, and the directors declaration for Toyota Finance Australia Limited (the company), for the year ended 31 March The directors of the company are responsible for the preparation and true and fair presentation of the financial report in accordance with the Corporations Act This includes responsibility for the maintenance of adequate accounting records and internal controls that are designed to prevent and detect fraud and error, and for the accounting policies and accounting estimates inherent in the financial report. Audit approach We conducted an independent audit in order to express an opinion to the members of the company. Our audit was conducted in accordance with Australian Auditing Standards, in order to provide reasonable assurance as to whether the financial report is free of material misstatement. The nature of an audit is influenced by factors such as the use of professional judgement, selective testing, the inherent limitations of internal control, and the availability of persuasive rather than conclusive evidence. Therefore, an audit cannot guarantee that all

72 material misstatements have been detected. We performed procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001, Accounting Standards and other mandatory financial reporting requirements in Australia, a view which is consistent with our understanding of the company s financial position, and its performance as represented by the results of its operations and cash flows. We formed our audit opinion on the basis of these procedures, which included: examining, on a test basis, information to provide evidence supporting the amounts and disclosures in the financial report, and assessing the appropriateness of the accounting policies and disclosures used and the reasonableness of significant accounting estimates made by the directors. When this audit report is included in an Annual Report, our procedures include reading the other information in the Annual Report to determine whether it contains any material inconsistencies with the financial report. While we considered the effectiveness of management s internal controls over financial reporting when determining the nature and extent of our procedures, our audit was not designed to provide assurance on internal controls. Our audit did not involve an analysis of the prudence of business decisions made by directors or management. Independence In conducting our audit, we followed applicable independence requirements of Australian professional ethical pronouncements and the Corporations Act PricewaterhouseCoopers P. Merrett Sydney Partner 18 June 2004

73 the Corporations Regulations the Corporations Regulations 2001

74 V.J

75 Independent audit report to the members of Toyota Finance Australia Limited Audit opinion In our opinion, the financial report, set out on pages 9 to 39: presents a true and fair view, as required by the Corporations Act 2001 in Australia, of the financial position of Toyota Finance Australia Limited as at 31 March 2003 and of its performance for the year ended on that date is presented in accordance with the Corporations Act 2001, Accounting Standards and other mandatory professional reporting requirements in Australia, and the Corporations Regulations This opinion must be read in conjunction with the following explanation of the scope and summary of our role as auditor. Scope and summary of our role The financial report responsibility and content The preparation of the financial report for the year ended 31 March 2003 is the responsibility of the directors of Toyota Finance Australia Limited. It includes the financial statements for Toyota Finance Australia Limited (the Company) and the consolidated financial statements of the consolidated entity comprising the Company and the entities it controlled at the end of, or during the financial period. The auditor s role and work We conducted an independent audit of the financial report in order to express an opinion on it to the members of the Company. Our role was to conduct the audit in accordance with Australian Auditing Standards to provide reasonable assurance as to whether the financial report is free of material misstatement. Our audit did not involve an analysis of the prudence of business decisions made by the directors or management. In conducting the audit, we carried out a number of procedures to assess whether in all material respects the financial report presents fairly a view in accordance with the Corporations Act 2001, Accounting Standards and other mandatory professional reporting requirements in Australia, and the Corporations Regulations 2001, which is consistent with our understanding of the

76 Company s financial position, and its performance as represented by the results of its operations and cash flows. The procedures included: selecting and examining evidence, on a test basis, to support amounts and disclosures in the financial report. This included testing, as required by auditing standards, certain internal controls, transactions and individual items. We did not examine every item of available evidence evaluating the accounting policies applied and significant accounting estimates made by the directors in their preparation of the financial report obtaining written confirmation regarding material representations made to us in connection with the audit reviewing the overall presentation of information in the financial report. Our audit opinion was formed on the basis of these procedures. Independence As auditor, we are required to be independent of the Company and free of interests which could be incompatible with integrity and objectivity. In respect of this engagement, we followed the independence requirements set out by The Institute of Chartered Accountants in Australia, the Corporations Act 2001 and the Auditing and Assurance Standards Board. In addition to our statutory audit work, we were engaged to undertake other services for the Company. These services are disclosed in note 22 to the financial statements. In our opinion the provision of these services has not impaired our independence. PricewaterhouseCoopers VJ Clarke Sydney Partner 11 June 2003

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115 CREDIT SUPPORT AGREEMENT This Credit Support Agreement (the "Agreement") is made as of August 7, 2000 by and between (1) TOYOTA FlNANCIAL SERVICES CORPORATION, a Japanese corporation having its principal office at 23-22, Izumi 1-chome, Higashi-ku, Nagoya City, Aichi Prefecture, Japan ("TFS"); and (2) TOYOTA FINANCE AUSTRALIA LIMITED (ACN ) (ABN ), a company incorporated in New South Wales having its principal office at Level 19, 55 Lavender Street, Milsons Point, New South Wales 2061, Australia ("TFA"). WHEREBY it is agreed as follows: 1. TFS will, directly or indirectly, own all of the outstanding shares of the capital stock of TFA and will not directly or indirectly pledge or in any way encumber or otherwise dispose of any such shares of stock so long as TFA has any outstanding bonds, debentures, notes and other investment securities and commercial paper (hereafter "Securities"), unless required to dispose of any or all such shares of stock pursuant to a court decree or order of any governmental authority which, in the opinion of counsel to TFS, may not be successfully challenged. 2. TFS will cause TFA and TFA's subsidiaries, if any, to have a consolidated tangible net worth, as determined in accordance with generally accepted accounting principles in Australia and as shown on TFA's most recent audited annual consolidated balance sheet, of at least A$150,000 so long as Securities are outstanding. Tangible net worth means the aggregate amount of issued capital, capital surplus and retained earnings less any intangible assets.

116 3. If TFA at any time determines that it will run short of cash or other liquid assets to meet its payment obligations on any Securities then or subsequently to mature and that it shall have no unused commitments available under its credit facilities with lenders other than TFS, then TFA will promptly notify TFS of the shortfall and TFS will make available to TFA, before the due date of such Securities, funds sufficient to enable it to pay such payment obligations in full as they fall due. TFA will use such funds made available to it by TFS solely for the payment of such payment obligations when they fall due. 4. This Agreement is not, and nothing herein contained and nothing done by TFS pursuant hereto shall be deemed to constitute a guarantee, direct or indirect, by TFS of any Securities. 5. This Agreement may be modified or amended only by the written agreement of TFS and TFA unless any holder of Securities has made a claim against TFS pursuant to clause 7, in which case any modification or amendment shall be subject to the consent of such a holder. No such modification or amendment shall have any adverse effect upon any holder of any Securities outstanding at the time of such modification or amendment. Either TFS or TFA will provide written notice to the other, with a copy to each statistical rating agency that, upon the request of TFA or TFS, has issued a rating in respect of TFA or any Securities (hereafter a "Rating Agency"), 30 days prior to such proposed modification or amendment. 6. Either TFS or TFA may terminate this Agreement upon 30 days written notice to the other, with a copy to each Rating Agency, subject to the limitation that termination will not take effect until or unless (i) all Securities issued on or prior to the date of such termination notice have been repaid or (ii) each Rating Agency has confirmed to TFA that the debt ratings of all such Securities will be unaffected by such termination. 7. This Agreement is executed for the benefit of the holders of Securities and such holders may rely on TFS's observance of the provisions of this Agreement. TFS and TFA hereby agree that the holders of Securities shall have the right to claim directly against TFS to perform any of its obligations under this Agreement. Such claim shall be made in writing with a declaration to the effect that such a holder will have recourse to the rights given under this Agreement. If TFS receives such a claim from any holder of Securities, TFS shall indemnify, without any further action or formality, such a holder against any loss or damage arising out of or as a result of the failure to perform any of its obligations under this Agreement. The holder of Securities who made the claim may enforce such indemnity directly against TFS. In relation to any Securities in respect of which a trustee has been appointed to act for the holders of such Securities, such trustee may make the above mentioned claim in favor of the holders of Securities directly against TFS and, where appropriate, it may enforce the indemnity against TFS in favor of such holders. Provided that, if the trustee, having become bound to proceed directly against TFS, fails to do so within a reasonable period thereafter to protect the interests of the holders of such Securities, and such failure shall be continuing, the holders of such Securities may take actions available under this clause. 8. This Agreement shall be governed by, and construed in accordance with, the laws of Japan. TFS and TFA hereby irrevocably submit to the jurisdiction of the Tokyo District Court over any action or proceeding arising out of this Agreement.

117 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their respective officers thereunto duly authorised as of the day and year first above written. TOYOTA FINANCIAL SERVICES CORPORATION By: Hideto Ozaki Representative Director TOYOTA FINANCE AUSTRALIA LIMITED By: Ross Page Springer Managing Director By: Ichiro Yajima Deputy Managing Director

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