Toyota Motor Regulatory News (TYT)

25 Jun 2007 10:27

Toyota Motor Corporation25 June 2007 June 22, 2007 To All Shareholders: President Katsuaki Watanabe TOYOTA MOTOR CORPORATION 1, Toyota-cho, Toyota City, Aichi Prefecture Notice of Resolutions Adopted at FY2007 Ordinary General Shareholders' Meeting (Unless otherwise stated, all financial information has been prepared in accordance with generally accepted accounting principles in Japan) English translation from the original Japanese-language document Dear Shareholder, The reports made and resolutions adopted at the FY2007 Ordinary GeneralShareholders' Meeting today are as follows: Reports: Reports on business review, unconsolidated and consolidated financial statementsfor the FY2007 term (April 1, 2006 through March 31, 2007) and report byaccounting auditor and the board of corporate auditors on the audit results ofthe consolidated financial statements. Details pertaining to the above were reported. Resolutions: Proposed Resolution 1: Distribution of Dividends from Surplus Payment of a year-end dividend of 70 yen per share was approved as proposed. The total amount of the annual dividends for the fiscal year ended March 31, 2007 will be 120 yen per share combined with the interim dividend. Proposed Resolution 2: Election of 30 Directors Approved as proposed. The following 30 persons were elected and have taken up their positions as directors: Fujio Cho, Katsuhiro Nakagawa, Katsuaki Watanabe, Tokuichi Uranishi, Kazuo Okamoto, Kyoji Sasazu, Mitsuo Kinoshita, Takeshi Uchiyamada, Masatami Takimoto, Akio Toyoda, Yukitoshi Funo, Takeshi Suzuki, Atsushi Niimi, Hiroshi Takada, Teiji Tachibana, Shinichi Sasaki, Akira Okabe, Yoichiro Ichimaru, Shoji Ikawa, Shoichiro Toyoda, Hiroshi Okuda, Koichi Ina, Takeshi Yoshida, Shinzo Kobuki, Akira Sasaki, Hiroshi Kawakami, Tadashi Arashima, Mamoru Furuhashi, Satoshi Ozawa and James E. Press. Proposed Resolution 3: Election of 4 Corporate Auditors Approved as proposed. The following 4 persons were elected and have taken up their positions as corporate auditors: Chiaki Yamaguchi, Yoichi Kaya, Kunihiro Matsuo and Yoshikazu Amano. Mr. Yoichi Kaya and Mr. Kunihiro Matsuo satisfy the qualifications of outside corporate auditors as provided in Article 2 Paragraph 16 of the Corporation Act of Japan. Proposed Resolution 4: Election of Accounting Auditor Approved as proposed. PricewaterhouseCoopers Aarata was elected and has taken up its position as accounting auditor. Proposed Resolution 5: Issue of Stock Acquisition Rights without Consideration to Directors, Managing Officers and Employees, etc. of Toyota Motor Corporation and its Affiliates Approved as proposed. Pursuant to Articles 236, 238 and 239 of the Corporation Act, Stock Acquisition Rights shall be granted without consideration, for the purpose of granting stock options, to directors, managing officers and employees, etc. of Toyota Motor Corporation ("TMC") and its affiliates, and the terms and conditions of such grants shall be determined by the Board of Directors. Stock acquisition rights granted to TMC directors without consideration constitute non-monetary compensation of indeterminate value to directors. The method of calculating the value of Stock Acquisition Rights allotted to the board as remuneration, etc. was also approved. Proposed Resolution 6: Acquisition of Own Shares Approved as proposed. In order to improve capital efficiency and to implement flexible capital policies tailored to the business environment, the right was obtained to acquire shares of TMC common stock up to a maximum of 30 million shares and to a maximum value of 250 billion yen, pursuant to the provisions of Article 156 of the Corporation Act, during the one-year period from the day after the conclusion of this Ordinary General Shareholders' Meeting. Proposed Resolution 7: Award of Bonus Payments to Retiring Corporate Auditors Approved as proposed. Bonuses shall be paid to the 2 retiring Corporate Auditors, Hideaki Miyahara and Yasutaka Okamura, for their dedicated efforts in the past. Actual amounts, timing and method of payment, etc., shall be determined in accordance with TMC's standards by the Board of Corporate Auditors. Proposed Resolution 8: Payment of Executive Bonuses Payment of executive bonuses of a total amount of 970,500,000 yen (912,000,000 yen for Directors and 58,500,000 yen for Corporate Auditors) was approved as proposed. At the Board of Directors meeting held today after the conclusion of theOrdinary General Shareholders' Meeting, 30 persons were elected as directorswith special titles and took up their respective positions. Chairman of the Board Fujio Cho, Vice Chairman Katsuhiro Nakagawa, PresidentKatsuaki Watanabe, Executive Vice Presidents Tokuichi Uranishi, Kazuo Okamoto,Kyoji Sasazu, Mitsuo Kinoshita, Takeshi Uchiyamada, Masatami Takimoto, and AkioToyoda were elected and assumed their positions as representative directors. In addition, at the conclusion of today's Ordinary General Shareholders'Meeting, a Board of Directors meeting was held where 47 managing officers werealso elected and took up their respective positions. The new directors are as follows: Chairman of the Board Fujio Cho Senior Managing Director Koichi Ina Vice Chairman Katsuhiro Nakagawa Senior Managing Director Takeshi Yoshida President Katsuaki Watanabe Senior Managing Director Shinzo Kobuki Executive Vice President Tokuichi Uranishi Senior Managing Director Akira Sasaki Executive Vice President Kazuo Okamoto Senior Managing Director Hiroshi Kawakami Executive Vice President Kyoji Sasazu Senior Managing Director Tadashi Arashima Executive Vice President Mitsuo Kinoshita Senior Managing Director Mamoru Furuhashi Executive Vice President Takeshi Uchiyamada Senior Managing Director Satoshi Ozawa Executive Vice President Masatami Takimoto Senior Managing Director James E. Press Executive Vice President Akio Toyoda Honorary Chairman Shoichiro Toyoda Senior Managing Director Yukitoshi Funo Senior Advisor Hiroshi Okuda Senior Managing Director Takeshi Suzuki Full-time Corporate Auditor Yoshikazu Amano Senior Managing Director Atsushi Niimi Full-time Corporate Auditor Chiaki Yamaguchi Senior Managing Director Hiroshi Takada Full-time Corporate Auditor Masaki Nakatsugawa Senior Managing Director Teiji Tachibana Corporate Auditor Yoichi Kaya Senior Managing Director Shinichi Sasaki Corporate Auditor Yoichi Morishita Senior Managing Director Akira Okabe Corporate Auditor Akishige Okada Senior Managing Director Yoichiro Ichimaru Corporate Auditor Kunihiro Matsuo Senior Managing Director Shoji Ikawa Managing Officers Iwao Nihashi Senta Morioka Masanao Tomozoe Shigeki Suzuki Seiichi Sudo Hironobu Inoue Katsunori Itasaka Katsutada Masumoto Yasuhiko Ichihashi Kazuhiko Takarada Tokuyuki Takahashi Yasushi Kohara Tadashi Yamashina Masayuki Nakai Real C. Tanguay Shigeru Hayakawa Takashi Hata Toshiki Hayama Ryoichi Sasaki Hisayuki Inoue Wahei Hirai Takahiro Iwase Seiho Kawakami Hiroji Onishi Tatehito Ueda Akihito Tsuji Yasuhiko Yokoi Keiji Masui Takashi Shigematsu Yoshihiko Masuda Takahiro Fujioka Kenji Miura Yuzo Ushiyama Nobuo Kobayashi Masanobu Kawase Kiyotaka Ise Takahiko Ijichi Yoshimasa Ishii Yukio Nishikawa Katsuyuki Miyabayashi Toshio Furutani Tatsuya Kaneko Hirofumi Muta Didier Leroy Tetsuo Agata Takeshi Shirane Thierry Dombreval This information is provided by RNS The company news service from the London Stock Exchange