(Reference Translation)
Cover Page
Document Name: | Extraordinary Report | |
Filed with: | The Director General of the Kanto Local Finance Bureau | |
Filing Date: | June 12, 2020 | |
Corporate Name: | Toyota Motor Corporation | |
Name and Title of Representative: | Akio Toyoda, President | |
Location of Head Office: | 1 Toyota-cho, Toyota City, Aichi Prefecture | |
Telephone Number: | (0565)28-2121 | |
Name of Contact Person: | Masayoshi Hachisuka, Project General Manager, Accounting Group | |
Nearest Contact Location: | 4-18, Koraku 1-chome, Bunkyo-ku, Tokyo | |
Telephone Number: | (03)3817-7111 | |
Name of Contact Person: | Kayo Kitada, General Manager, Public Affairs Department No.1, Public Affairs Division | |
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 Article24-5, Paragraph 4 of the Financial Instruments and Exchange Law and Article 19, Paragraph 2, Item9-2 of the Cabinet Office Ordinance relating to the Disclosure of Corporate Affairs, Etc. to report the approval of resolutions at the 116th 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 11, 2020 |
(2) | Details of the proposed resolutions voted on at the General Shareholders’ Meeting: |
Proposed Resolution 1: | Election of 9 Members of the Board of Directors | |
It was proposed that the following 9 persons be elected as Members of the Board of Directors: | ||
Takeshi Uchiyamada, Shigeru Hayakawa, Akio Toyoda, Koji Kobayashi, Shigeki Terashi, James Kuffner, Ikuro Sugawara, Sir Philip Craven and Teiko Kudo. | ||
Proposed Resolution 2: | Election of 1 Substitute Audit & Supervisory Board Member | |
It was proposed that Ryuji Sakai be elected as a substitute Audit & Supervisory Board Member. | ||
Proposed Resolution 3: | Partial Amendments to the Articles of Incorporation | |
It was proposed that Article 2 of the Articles of Incorporation be partially amended in order to add “power generation and the supply and sale of electric power” to the business purposes provided for in the Articles of Incorporation. |
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(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: |
(Proposed by TMC)
Resolutions | Number of votes | Number of votes | Number of abstentions | Number of held by present at the | Results of voting | |||||||
Ratio of votes (%) | Approved/ Disapproved | |||||||||||
Proposed Resolution 1 | ||||||||||||
Takeshi Uchiyamada | 22,596,052 | 1,313,770 | 64,568 | 24,012,004 | 94.10 | Approved | ||||||
Shigeru Hayakawa | 23,541,093 | 395,379 | 37,933 | 24,012,019 | 98.03 | Approved | ||||||
Akio Toyoda | 23,604,136 | 315,718 | 54,551 | 24,012,019 | 98.30 | Approved | ||||||
Koji Kobayashi | 23,537,708 | 398,759 | 37,938 | 24,012,019 | 98.02 | Approved | ||||||
Shigeki Terashi | 23,567,544 | 368,898 | 37,962 | 24,012,018 | 98.14 | Approved | ||||||
James Kuffner | 23,488,386 | 448,081 | 37,937 | 24,012,018 | 97.81 | Approved | ||||||
Ikuro Sugawara | 23,953,360 | 20,212 | 839 | 24,012,025 | 99.75 | Approved | ||||||
Sir Philip Craven | 23,091,013 | 873,380 | 10,002 | 24,012,009 | 96.16 | Approved | ||||||
Teiko Kudo | 23,123,695 | 756,530 | 94,172 | 24,012,011 | 96.30 | Approved | ||||||
Proposed Resolution 2 | 21,456,377 | 2,517,280 | 804 | 24,012,028 | 89.35 | Approved | ||||||
Proposed Resolution 3 | 23,965,874 | 7,730 | 1,028 | 24,012,028 | 99.80 | Approved |
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 and 2, 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 Resolutions 3, 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 thanone-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 voting rights: |
The aggregate number of voting rights exercised prior to the General Shareholders’ Meeting and the voting rights which were confirmed by certain shareholders present at the General Shareholders’ Meeting to represent approval or disapproval of each of the proposed resolutions were sufficient to meet the requirements to approve all of the proposed resolutions. Accordingly, voting rights which were held by the shareholders present at the General Shareholders’ Meeting but for which approval or disapproval of each proposed resolution could not be confirmed were not counted. |
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