(Reference Translation)
Cover Page
|
Document Name:
|
Extraordinary Report
|
|
Filed with:
|
The Director General of the Kanto
Local Finance Bureau
|
|
Filing Date:
|
June 19, 2024
|
|
Corporate Name:
|
Toyota Motor Corporation
|
|
Name and Title of
Representative:
|
Koji Sato, President
|
|
Location of Head Office:
|
1 Toyota-cho, Toyota City, Aichi
Prefecture
|
|
Telephone Number:
|
(0565)28-2121
|
|
Name of Contact Person:
|
Yoshihide
Moriyama, 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:
|
Aki Irie,
General Manager, Public Affairs Div.
|
|
Places of Public Inspection of the
Extraordinary Report:
|
Tokyo Stock Exchange, Inc.
(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 Act 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 120th 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 18, 2024
(2) Details of the
proposed resolutions voted on at the General Shareholders'
Meeting:
（TMC Proposals）
Proposed
Resolution 1: Election of 10 Members of the
Board of Directors
It was proposed that the following 10 persons be elected as Members
of the Board of Directors:
Akio Toyoda,
Shigeru Hayakawa, Koji Sato, Hiroki Nakajima, Yoichi Miyazaki,
Simon Humphries, Ikuro Sugawara, Sir Philip Craven, Masahiko Oshima
and Emi Osono.
Proposed
Resolution 2: Election of 1 Audit &
Supervisory Board Member
It was
proposed that Hiromi Osada be elected as an Audit & Supervisory
Board Member.
Proposed
Resolution 3: Election of 1 Substitute
Audit & Supervisory Board Member
It was
proposed that Kumi Fujisawa be elected as a
Substitute Audit & Supervisory Board Member.
（Shareholder
Proposal）
Proposed
Resolution 4: Partial Amendments to the
Articles of Incorporation
It was
proposed that the provision related to issuing annual report on the
alignment with climate-related lobbying activities and the goals of
the Paris Agreement be added to the Articles of
Incorporation.
(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:
(TMC Proposals)
|
Resolutions
|
Number
of
affirmative votes
|
Number
of
negative votes
|
Number of
abstentions
|
Number of
voting rights held by shareholders present at the
meeting
|
Results
of voting
|
|
Ratio of
affirmative votes
(%)
|
Approved/
Disapproved
|
|
Proposed Resolution 1
|
|
Akio Toyoda
|
83,910,077
|
31,391,505
|
60,560
|
116,650,615
|
71.93
|
Approved
|
|
Shigeru Hayakawa
|
104,447,073
|
10,779,912
|
134,666
|
116,650,124
|
89.53
|
Approved
|
|
Koji Sato
|
111,331,932
|
3,845,876
|
183,922
|
116,650,203
|
95.44
|
Approved
|
|
Hiroki Nakajima
|
113,714,358
|
1,562,384
|
84,964
|
116,650,179
|
97.48
|
Approved
|
|
Yoichi Miyazaki
|
113,647,404
|
1,629,174
|
84,964
|
116,650,015
|
97.42
|
Approved
|
|
Simon Humphries
|
113,787,607
|
1,489,033
|
84,964
|
116,650,077
|
97.54
|
Approved
|
|
Ikuro Sugawara
|
109,801,396
|
5,499,621
|
60,560
|
116,650,050
|
94.12
|
Approved
|
|
Sir Philip Craven
|
108,075,174
|
7,225,983
|
60,560
|
116,650,190
|
92.64
|
Approved
|
|
Masahiko Oshima
|
110,206,511
|
5,094,638
|
60,560
|
116,650,182
|
94.47
|
Approved
|
|
Emi Osono
|
113,913,954
|
1,387,217
|
60,560
|
116,650,204
|
97.65
|
Approved
|
|
Proposed Resolution 2
|
115,091,118
|
255,522
|
14,523
|
116,650,120
|
98.66
|
Approved
|
|
Proposed Resolution 3
|
115,231,192
|
116,328
|
14,523
|
116,650,318
|
98.78
|
Approved
|
(Shareholder Proposal)
|
Resolution
|
Number
of
affirmative votes
|
Number
of
negative votes
|
Number of
abstentions
|
Number of
voting rights held by shareholders present at the
meeting
|
Result of
voting
|
|
Ratio of
affirmative votes
(%)
|
Approved/
Disapproved
|
|
Proposed Resolution 4
|
10,701,467
|
104,424,448
|
232,817
|
116,650,788
|
9.17
|
Disapproved
|
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 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, 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 affirmative votes, negative votes or
abstentions:
The number of voting rights exercised prior to the General
Shareholders' Meeting, together with the number of voting rights
which were confirmed by TMC 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 or disapprove
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 affirmative votes, negative votes or
abstentions.