TIDMTYT
RNS Number : 8218C
Toyota Motor Corporation
15 June 2023
(Reference Translation)
Cover Page
Document Name: Extraordinary Report
Filed with: The Director General of the Kanto
Local Finance Bureau
Filing Date: June 15, 2023
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 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 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 119th 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 14, 2023
(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 4 Audit & Supervisory Board Members
It was proposed that the following 4 persons be elected as Audit
& Supervisory Board Members:
Katsuyuki Ogura, Takeshi Shirane, Ryuji Sakai and Catherine
O'Connell.
Proposed Resolution 3: Election of 1 Substitute Audit & Supervisory Board Member
It was proposed that Maoko Kikuchi 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 annual review and
report on impact on TMC caused by climate-related lobbying
activities and the alignment with 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 Number Number Number of Results of voting
of affirmative of negative of abstentions voting rights
votes votes held by
shareholders
present
at the meeting
Ratio Approved/
of affirmative Disapproved
votes
(%)
---------------- -------------
Proposed Resolution 1
Akio Toyoda 98,429,726 16,332,840 122,530 116,380,296 84.57 Approved
---------------- ------------- ---------------- ---------------- ---------------- -------------
Shigeru
Hayakawa 111,487,180 3,236,967 160,785 116,380,132 95.79 Approved
---------------- ------------- ---------------- ---------------- ---------------- -------------
Koji Sato 112,666,383 2,095,588 122,728 116,379,899 96.80 Approved
---------------- ------------- ---------------- ---------------- ---------------- -------------
Hiroki Nakajima 113,104,424 1,715,701 64,717 116,380,042 97.18 Approved
---------------- ------------- ---------------- ---------------- ---------------- -------------
Yoichi Miyazaki 113,063,097 1,755,048 64,717 116,378,062 97.15 Approved
---------------- ------------- ---------------- ---------------- ---------------- -------------
Simon Humphries 113,167,469 1,652,689 64,717 116,380,075 97.23 Approved
---------------- ------------- ---------------- ---------------- ---------------- -------------
Ikuro Sugawara 114,306,180 569,582 9,001 116,379,963 98.21 Approved
---------------- ------------- ---------------- ---------------- ---------------- -------------
Sir Philip
Craven 112,468,579 2,407,299 9,001 116,380,079 96.63 Approved
---------------- ------------- ---------------- ---------------- ---------------- -------------
Masahiko Oshima 107,200,676 7,675,162 9,001 116,380,039 92.11 Approved
---------------- ------------- ---------------- ---------------- ---------------- -------------
Emi Osono 112,967,727 1,908,014 9,001 116,379,942 97.06 Approved
---------------- ------------- ---------------- ---------------- ---------------- -------------
Proposed Resolution 2
Katsuyuki Ogura 110,863,408 3,955,664 64,717 116,379,026 95.26 Approved
---------------- ------------- ---------------- ---------------- ---------------- -------------
Takeshi Shirane 110,839,254 3,980,386 64,717 116,379,594 95.23 Approved
---------------- ------------- ---------------- ---------------- ---------------- -------------
Ryuji Sakai 97,502,552 17,373,109 9,001 116,379,899 83.77 Approved
---------------- ------------- ---------------- ---------------- ---------------- -------------
Catherine
O'Connell 114,801,034 74,707 9,001 116,379,979 98.64 Approved
---------------- ------------- ---------------- ---------------- ---------------- -------------
Proposed
Resolution
3 114,785,974 89,881 9,001 116,379,874 98.63 Approved
---------------- ------------- ---------------- ---------------- ---------------- -------------
(Shareholder Proposal)
Resolution Number Number Number Number of Result of voting
of affirmative of negative of abstentions voting rights
votes votes held by
shareholders
present
at the meeting
Ratio Approved/
of affirmative Disapproved
votes
(%)
---------------- -------------
Proposed
Resolution
4 17,530,863 96,735,680 616,837 116,381,992 15.06 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.
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END
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