RNS Number : 9761S
Toyota Motor Corporation
19 June 2024
 

 

(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.

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