TIDMTYT

RNS Number : 0742P

Toyota Motor Corporation

16 June 2022

(Reference Translation)

Cover Page

 
 Document Name:                       Extraordinary Report 
 Filed with:                          The Director General of the Kanto 
                                       Local Finance Bureau 
 Filing Date:                         June 16, 2022 
 Corporate Name:                      Toyota Motor Corporation 
 Name and Title of Representative:    Akio Toyoda, President 
 Location of Head Office:             1 Toyota-cho, Toyota City, Aichi Prefecture 
 Telephone Number:                    (0565)28-2121 
 Name of Contact Person:              Masayoshi Hachisuka, General Manager, 
                                       Capital Strategy & Affiliated Companies 
                                       Finance Div. 
 Nearest Contact Location:            4-18, Koraku 1-chome, Bunkyo-ku, Tokyo 
 Telephone Number:                    (03)3817-7111 
 Name of Contact Person:              Ryo Sakai, General Manager, Public 
                                       Affairs Div. 
 Places of Public Inspection          Tokyo Stock Exchange, Inc. 
  of the Extraordinary Report:         (2-1, Nihonbashi Kabuto-cho, Chuo-ku, 
                                       Tokyo) 
                                       Nagoya Stock Exchange, Inc. 
                                       (8-20, Sakae 3-chome, Naka-ku, Nagoya) 
 
   1.    Reason for Filing 

Toyota Motor Corporation ("TMC") is filing this Extraordinary Report pursuant to Article 24-5, Paragraph 4 of the Financial Instruments and Exchange Law and Article 19, Paragraph 2, Item 9-2 of the Cabinet Office Ordinance relating to the Disclosure of Corporate Affairs, Etc. to report the approval of resolutions at the 118th Ordinary General Shareholders' Meeting (the "General Shareholders' Meeting") of TMC.

   2.    Description of Report 
   (1)   Date on which the General Shareholders' Meeting was held: 

June 15, 2022

   (2)   Details of the proposed resolutions voted on at the General Shareholders' Meeting: 
   Proposed Resolution 1:     Election of 9 Members of the Board of Directors 

It was proposed that the following 9 persons be elected as Members of the Board of Directors:

Takeshi Uchiyamada, Shigeru Hayakawa, Akio Toyoda, James Kuffner, Kenta Kon , Masahiko Maeda,

Ikuro Sugawara, Sir Philip Craven and Teiko Kudo.

   Proposed Resolution 2:     Election of 2 Audit & Supervisory Board Members 

It was proposed that Masahide Yasuda and George Olcott be elected as Audit & Supervisory Board Members.

   Proposed Resolution 3:     Election of 1 Substitute Audit & Supervisory Board Member 

It was proposed that Ryuji Sakai be elected as a substitute Audit & Supervisory Board Member.

Proposed Resolution 4: Revision of the Restricted Share Compensation Plan for Members of the Board of Directors (Excluding Outside Members of the Board of Directors)

It was proposed that the total amount of the share compensation allotted to members of the Board of Directors excluding outside members of the Board of Directors be subject to a maximum of 4 million shares per year to address the five-for-one stock split of TMC's common shares carried out on October 1, 2021.

Proposed Resolution 5: Partial Amendments to the Articles of Incorporation (Amendment in association with the introduction of the system for electronic provision of materials for General Shareholders' Meetings)

It was proposed that necessary amendments be made in order to prepare for the introduction of the system for electronic provision of materials for general shareholders' meetings with the enforcement on September 1, 2022 of the amended provisions stipulated in the proviso to Article 1 of the supplementary provisions of the "Act Partially Amending the Companies Act" (Act No. 70 of 2019).

(3) Number of "affirmative votes," "negative votes" or "abstentions" in respect of the resolutions described above, requirements for the approval of such resolutions and results of voting:

(Proposed by TMC)

 
     Resolutions         Number of       Number         Number           Number of           Results of voting 
                         affirmative       of        of abstentions    voting rights 
                            votes       negative                          held by 
                                          votes                         shareholders 
                                                                          present 
                                                                       at the meeting 
                                                                                          Ratio of     Approved/ 
                                                                                         affirmative    Disapproved 
                                                                                            votes 
                                                                                             (%) 
                                                                                       -------------  ------------- 
 Proposed Resolution 1 
 Takeshi Uchiyamada      109,288,150    9,316,987            62,074       119,506,398          91.44     Approved 
                       -------------  -----------  ----------------  ----------------  -------------  ------------- 
 Shigeru Hayakawa        115,339,353    3,238,259            89,471       119,506,270          96.51     Approved 
                       -------------  -----------  ----------------  ----------------  -------------  ------------- 
 Akio Toyoda             114,228,463    4,229,825           208,891       119,506,366          95.58     Approved 
                       -------------  -----------  ----------------  ----------------  -------------  ------------- 
 James Kuffner           116,786,941    1,790,184            89,471       119,505,783          97.72     Approved 
                       -------------  -----------  ----------------  ----------------  -------------  ------------- 
 Kenta Kon               116,755,561    1,821,747            89,471       119,505,966          97.69     Approved 
                       -------------  -----------  ----------------  ----------------  -------------  ------------- 
 Masahiko Maeda          116,444,730    2,132,389            89,471       119,505,777          97.43     Approved 
                       -------------  -----------  ----------------  ----------------  -------------  ------------- 
 Ikuro Sugawara          118,221,606      294,198           150,547       119,505,538          98.92     Approved 
                       -------------  -----------  ----------------  ----------------  -------------  ------------- 
 Sir Philip Craven       115,693,760    2,822,756           150,547       119,506,250          96.80     Approved 
                       -------------  -----------  ----------------  ----------------  -------------  ------------- 
 Teiko Kudo              113,782,346    4,857,390            27,386       119,506,309          95.21     Approved 
                       -------------  -----------  ----------------  ----------------  -------------  ------------- 
 Proposed Resolution 2 
 Masahide Yasuda         114,007,870    4,410,341           248,554       119,505,650          95.39     Approved 
                       -------------  -----------  ----------------  ----------------  -------------  ------------- 
 George Olcott           104,663,935   13,989,957            13,112       119,505,889          87.58     Approved 
                       -------------  -----------  ----------------  ----------------  -------------  ------------- 
 Proposed Resolution 
  3                      110,861,025    7,804,516               975       119,505,600          92.76     Approved 
                       -------------  -----------  ----------------  ----------------  -------------  ------------- 
 Proposed Resolution 
  4                      118,258,630      217,999           189,907       119,505,437          98.95     Approved 
                       -------------  -----------  ----------------  ----------------  -------------  ------------- 
 Proposed Resolution 
  5                      118,602,535       62,216               951       119,504,840          99.24     Approved 
                       -------------  -----------  ----------------  ----------------  -------------  ------------- 
 

Note: 1. "Number of affirmative votes", "Number of negative votes" and "Number of abstentions" include the aggregate affirmative votes, negative votes and abstentions, respectively, exercised in writing or by means of electronic transmission as well as affirmative votes and negative votes, respectively, exercised by shareholders present at the General Shareholders' Meeting.

2. "Number of voting rights held by shareholders present at the meeting" is the aggregate number of voting rights exercised in writing or by means of electronic transmission and the number of voting rights held by all shareholders present and confirmed by TMC at the General Shareholders' Meeting.

3. The requirements for approval of each resolution are as follows:

For Proposed Resolutions 1, 2, and 3, a majority vote of the shareholders present at the General Shareholders' Meeting who hold shares representing in aggregate not less than one-third (1/3) of the voting rights of all shareholders who are entitled to vote.

For Proposed Resolution 4, a majority vote of the shareholders present at the General Shareholders' Meeting who are entitled to vote.

For Proposed Resolution 5, not less than two-thirds (2/3) of the votes of the shareholders present at the General Shareholders' Meeting who hold shares representing in aggregate not less than one-third (1/3) of the voting rights of all shareholders who are entitled to vote.

In addition, each number of voting rights held by shareholders present at the meeting includes the number of voting rights exercised in writing or by means of electronic transmission.

(4) Reasons for not including certain voting rights held by shareholders present at the meeting in the number of voting rights:

The number of voting rights exercised prior to the General Shareholders' Meeting, together with the number of voting rights which were confirmed as being cast as affirmative votes or negative votes with respect to each of the proposed resolutions by certain shareholders present at the General Shareholders' Meeting, were sufficient to meet the requirements to approve all of the proposed resolutions. Accordingly, voting rights which were held by shareholders present at the General Shareholders' Meeting but with respect to which it could not be determined whether affirmative votes or negative votes were cast with respect to each proposed resolution were not counted towards the number of voting rights.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

STRFQLBFLQLLBBZ

(END) Dow Jones Newswires

June 16, 2022 03:00 ET (07:00 GMT)

Grafico Azioni Toyota Motor (LSE:0LG5)
Storico
Da Set 2022 a Ott 2022 Clicca qui per i Grafici di Toyota Motor
Grafico Azioni Toyota Motor (LSE:0LG5)
Storico
Da Ott 2021 a Ott 2022 Clicca qui per i Grafici di Toyota Motor