Last checked at 15 Jun 2023 08:00
(Reference Translation)
Cover Page
Document Name: | Extraordinary Report
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Filed with: | The Director General of the Kanto Local Finance Bureau
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Filing Date: | June 15, 2023
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Corporate Name: | Toyota Motor Corporation
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Name and Title of Representative: | Koji Sato, President
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Location of Head Office: | 1 Toyota-cho, Toyota City, Aichi Prefecture
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Telephone Number: | (0565)28-2121
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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
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Telephone Number: | (03)3817-7111
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Name of Contact Person: | Aki Irie, General Manager, Public Affairs Div.
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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 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 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 | 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 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 | 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.