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