Notice of AGM
Toyota Motor Corporation
10 June 2002
June 10, 2002
To All Shareholders:
President Fujio Cho
TOYOTA MOTOR CORPORATION
1, Toyota-cho, Toyota City, Aichi Prefecture
Notice of Convocation of FY2002 Ordinary General Shareholders' Meeting
(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,
Please refer to the following for information about the upcoming FY2002 Ordinary
General Shareholders' Meeting. We hope that you will be able to attend this
Meeting.
If you are unable to attend the Meeting, we would appreciate it if you could
find the time from your busy schedule to vote 'yes' or 'no' on the enclosed
ballot form, sign the form, and return it to us after reviewing the enclosed
documents. Thank you very much for your assistance.
Sincerely yours,
Fujio Cho
1. Date and time: June 26, 2002 (Wednesday), 10:00 AM
2. Venue: Toyota Head Office, 1, Toyota-cho, Toyota
City, Aichi Prefecture
(As the General Shareholders' Meeting will be held at a different venue from
last year, please refer to the attached 'Map to General Shareholders' Meeting
Place' in order to avoid confusion.)
3. Meeting Agenda
Report:
Reports on Business Review, balance sheet and statement of income for the FY2002
term (covering April 1, 2001 through March 31, 2002)
Resolutions:
Proposed Resolution 1: Approval of Proposed Appropriation of Retained Earnings
Proposed Resolution 2: Amendment of the Articles of Incorporation
A summary of this resolution appears
among the 'Reference Documents Pertaining to Exercise of Voting Rights,' on
pages 25-28 to follow.
Proposed Resolution 3: Election of 58 Directors due to Term Expiration
Proposed Resolution 4: Election of 1 Corporate Auditor
Proposed Resolution 5: Issue of Share Acquisition Rights without Consideration
to Directors and Employees, etc., of Toyota Motor Corporation and its Affiliates
A summary of this resolution appears
among the 'Reference Documents Pertaining to Exercise of Voting Rights,' on
pages 39-40 to follow.
Proposed Resolution 6: Repurchase of Shares
A summary of this resolution appears
among the 'Reference Documents Pertaining to Exercise of Voting Rights,' on page
41 to follow.
Proposed Resolution 7: Award of Bonus Payments to Retiring Members of Directors
Note: If you decide to attend the meeting in person, we would appreciate it if
you would submit the enclosed voting ballot to the reception desk as your
admission pass. Thank you.
(Attachment)
Business Review
(Fiscal Year under review: April 1, 2001 through March 31, 2002)
1. Outlook on Operation
(1) Progress and Achievement in Operation
During FY2002, the overall Japanese economy remained to experience difficulties
as exemplified by continued sluggish consumer spending, while inventory
adjustments progressed among the manufacturing industry, showing signs of
economic recovery. Meanwhile, overseas, the U.S. economy showed some signs of
recovery such as in customer spending, while the European economy further slowed
down.
In such situation, TMC has been making an effort to develop attractive products
by concentrating its cutting-edge technologies in order to satisfy its customers
worldwide.
During FY2002, the Camry, marketed in over 100 countries, underwent a complete
remodeling and was re-launched as a world sedan that boasts the world's top
performance in its class. In addition, the Corona and the Carina, which have
long been cherished by customers, were completely remodeled as new medium
sedans: the Premio and the Allion. We also launched a wide range of new models
designed to suit customers' lifestyles, including the Ipsum, which offers a
future vision for minivans, and the Noah and the Voxy, two new 'tall' minivans.
Unit sales in the domestic market decreased by 96,000 (or 5.3%) to 1,720,000 in
FY2002 compared with FY2001 due to the stagnant market. However, as a result of
the active introduction of new products that met customer needs and earnest
sales initiatives by dealers throughout Japan, the domestic market share,
excluding mini-vehicles, rose to 42.2%, exceeding 40% for the fourth consecutive
year. Meanwhile, exports increased by 4,000 units (or 0.2%) to 1,708,000 units.
With respect to TMC's overseas activities, Toyota Motor Manufacturing, West
Virginia, Inc., located in North America, became Toyota's first overseas
facility to produce automatic transmissions. In Europe, Toyota Motor
Manufacturing France S.A.S. started full-scale production of the Yaris (known in
Japan as the Vitz), which has been very well received in Europe. Through such
active business operations overseas, TMC's overseas production output during
FY2002 reached an all-time high of 1,833,000 units, increasing by 82,000 units
(or 4.7%), compared with FY2001.
As a result of this global development of business, the total number of Toyota
vehicles sold worldwide reached all-time high of 5,288,000, with an increase of
116,000 units, or 2.2%, compared to the previous fiscal year.
Work is continuing on preparations for the 2003 commencement of production at
Toyota Motor Manufacturing, Alabama, Inc., our new engine plant in North
America. Toyota also entered a joint development and production venture with
PSA Peugeot Citroen Automobiles SA, and we have begun preparations for the
commencement of production in 2005.
In order to respond comprehensively to the diversifying needs of an expanding
customer base, centered upon automobiles, TMC is actively promoting businesses
in the information, telecommunications and finance service fields. We are
moving forward with preparations to enhance the content of the comprehensive
e-commerce service web site operated by TMC, as well as start-up of the
information network service for cars during the second half of year 2002.
Meanwhile, the Toyota TS3 (TS Cubic) Card, a credit card issued by Toyota
Finance Corporation, a TMC subsidiary, has gained more than 2 million members in
the first 5 months since its full-scale start up in July 2001. The comprehensive
efforts of the Toyota Group in providing services to its customers has earned
this positive response. With respect to the housing business, in addition to
enhancing our product lineup, we have provided a special low-interest loan
campaign exclusive to Toyota Homes and established Atolis Park, a comprehensive
exhibition of residential environment, in Kariya City, Aichi Prefecture where
one can fully experience comfortable living and a comfortable lifestyle.
Alongside such earnest business efforts, TMC considers environmental protection
as one of the top priority in management issues and has made efforts to further
reduce environmental impact in all stages of automobile production, use, and
disposal. With regard to the hybrid vehicles, following the market launch of
the Prius in 1997 - a year before any of our competitors launched a
hybrid vehicle - we introduced the Estima Hybrid and the Crown Mild
Hybrid, enhancing our product lineup. The Toyota Stop and Go System, which
turns off the engine when the vehicle is stopped, was also installed on some of
the models. In addition, Toyota is promoting a number of new environmental
preservation initiatives such as providing recycled components to customers via
dealers nationwide. The Estima Hybrid, which went on sale last June, was named
the Japan Car of the Year - Special Award and the hybrid system used was named
the Technology of the Year, indicating the level of recognition of Toyota's
products and technologies.
Due to TMC's efforts to improve overall management efficiency and cost reduction
efforts, in addition to earnest sales initiatives, net sales have increased to
8,284.9 billion yen, up by 381.4 billion yen (or 4.8%), and ordinary income to
768.9 billion yen, up by 147.2 billion yen (or 23.7%). In addition, FY2002's
net income has increased to 470.2 billion yen, up by 136.7 billion yen (or 41%)
from FY2001.
Unit: million yen
FY2002 FY2001 Increase
(April 2001 through (April 2000 through (Decrease)
March 2002) March 2001)
Domestic 3,062,209 3,210,126 (147,917)
Vehicles Export 3,397,466 2,882,407 515,059
Total 6,459,676 6,092,534 367,142
Parts & components for Export 817,106 768,811 48,295
overseas production
Domestic 330,714 334,483 (3,769)
Parts Export 187,361 164,762 22,599
Total 518,075 499,245 18,830
Domestic - 80,054 -
Industrial equipment and Export - 50,891 -
logistics system
Total - 130,945 -
Domestic 151,433 142,613 8,820
Others Export 338,676 269,429 69,247
Total 490,109 412,043 78,066
Domestic 3,544,357 3,767,278 (222,921)
Grand total Export 4,740,611 4,136,302 604,309
Total 8,284,968 7,903,580 381,388
Note:
As for the industrial equipment and logistics system business, TMC's
logistics and forklift operations were transferred to Toyoda Automatic Loom
Works, Ltd. (Currently Toyota Industries Corporation) on April 1, 2001.
Therefore, net sales of this business for FY2002 have not accrued.
While company-wide efforts were made to improve capital spending efficiency,
investments were made to respond to social demands, such as those related to the
environment, in developing new technologies and new products, and renewing
production equipment. As a result, plant and equipment investment for FY2002
amounted to 257.9 billion yen.
(2) Trends in Unconsolidated Income and Assets
Unit: million yen otherwise noted
FY1999 FY2000 FY2001 FY2002
(April 1998 through (April 1999 through (April 2000 through (April 2001 through
March 1999) March 2000) March 2001) March 2002)
Net sales 7,525,555 7,408,010 7,903,580 8,284,968
Ordinary income 578,035 541,824 621,760 768,920
Net income 267,235 329,268 333,516 470,239
Net income per share 71.06 87.81 90.50 130.40
(yen)
Net assets 4,923,220 5,498,108 5,666,247 5,662,158
Total assets 7,258,200 7,775,276 8,293,450 8,467,930
Notes:
1. Net income per share is calculated based on the total number of shares
issued at the end of the term (from FY2002, the total number of shares issued
and outstanding excluding treasury shares).
2. Starting in FY2000, the tax effect accounting is applied. Also, the
decrease in 'Net sales' and 'Ordinary income' for FY2000 is due to such factors
as exchange rates showing a trend of strong yen.
3. Effective from FY2001, the 'Accounting Standards for Retirement
Benefits' has been applied. As a result, 'Ordinary income' and 'Net income'
decreased by 14,538 million yen and 43,566 million yen, respectively. Effective
from FY2001, the 'Accounting Standards for Financial Products' has been applied.
As a result, 'Net assets' and 'Total assets' increased by 187,843 million yen
and 361,306 million yen, respectively.
(3) Issues facing TMC
There still remains the concern for progressing deflation in the Japanese
economy, despite the expected effects from some of the economic measures set
forth by Japanese Government. Among Toyota's overseas markets, force for
recovery in the U.S. economy yet to appear weak, even with its economy has shown
to have bottomed out. Overall, outlook is not particularly optimistic.
Furthermore, competition in the automobile industry continues to intensify in
the global scale.
Under such circumstances, TMC will seek to become a leading company of the world
of the 21st century by utilizing the capabilities of the group to the greatest
extent possible. First, TMC will implement sales strategies in Japan, North
America, Europe, and Asia that match the unique characteristics of each region
from a perspective of globalization and will establish the optimal production,
procurement, and supply structures that organically link each of these regions.
Secondly, with regard to utilization of information technology (IT), TMC will
conduct active research and development of cutting-edge information technologies
to realize automobile multimedia systems and will promote the further
utilization of information in every area including development, procurement,
production and sales. Lastly, TMC will take steps to deal with environmental
issues. TMC plans to play a leading role in developing environmental
technologies indispensable for the 21st century, including further promotion of
its highly regarded hybrid systems, and an early launch of fuel cell vehicles,
independently or, if feasible, through global alliances with other companies.
TMC would continue to respond actively to social demands for protection of the
global environment and for promoting safety in order to pursue business growth,
in harmony with social development, as a trusted corporate citizen of the global
community.
We thank our shareholders for their continuing support.
2. Company Outline (as of March 31, 2002)
(1) Main Business
Business Main products
Auto-mobile Passenger car Century, Celsior, Crown, Aristo, Brevis, Progres, Pronard, Windom, Soarer, Supra,
Mark II, Verossa, Camry, Comfort, Altezza, Vista, Ipsum, Gaia, Nadia, Opa,
Caldina, Premio, Allion, Prius, Celica, MR-S, Harrier, Kluger V, RAV4 L, RAV4 J,
Cami, Corolla, Allex, Sprinter Carib, Raum, Platz, WiLL Vs, FunCargo, bB, Vitz,
Duet, Granvia, Grand Hiace, Regius, Touring Hiace, Hiace Wagon, Estima T, Estima
L, Estima Hybrid, Noah, Voxy, Sparky, Land Cruiser Wagon, Hilux Surf, Volkswagen
vehicles
Truck and bus Caldina Van, Corolla Van, Sprinter Van, Dyna, Toyoace, Granvia Van, Grand Hiace
Van, Hiace, Regiusace Van, Regius Van, Quick Delivery, Urban Supporter, Townace,
Liteace, Hilux, Land Cruiser, Coaster
Parts & Various units and parts for overseas production
components
for overseas
production
Parts Various maintenance parts for both domestic and overseas use
Housing Espacio GX, Espacio GR, Espacio EF, Espacio EF Tradage, Since AIII, Since AII,
Since Raison-G, Since Raison, Since Neue, Since Oak 21, Since Oak 21-W, Since SS,
Vie symbol 97 /f 'Symbol' /s 10a
(2) Main Sites and Plants
Head Office: 1, Toyota-cho, Toyota City, Aichi Prefecture
Tokyo Head Office: 1-4-18, Koraku, Bunkyo-ku Tokyo
Name Location Name Location
Nagoya Office Aichi Prefecture Tokyo Design Research & Tokyo
Laboratory
Osaka Office Osaka Prefecture Nisshin Training Center Aichi Prefecture
Honsha Plant Aichi Prefecture Nagoya Wharf Center Aichi Prefecture
Motomachi Plant Aichi Prefecture Tobishima Center Aichi Prefecture
Kamigo Plant Aichi Prefecture Tokai Center Aichi Prefecture
Takaoka Plant Aichi Prefecture Haruhi Parts Center Aichi Prefecture
Miyoshi Plant Aichi Prefecture Inazawa Parts Center Aichi Prefecture
Tsutsumi Plant Aichi Prefecture Oguchi Parts Center Aichi Prefecture
Myochi Plant Aichi Prefecture Kamigo Logistics Center Aichi Prefecture
Shimoyama Plant Aichi Prefecture Tobishima Logistics Center Aichi Prefecture
Kinu-ura Plant Aichi Prefecture Kasugai Housing Works Aichi Prefecture
Tahara Plant Aichi Prefecture Tochigi Housing Works Tochigi Prefecture
Teiho Plant Aichi Prefecture Yamanashi Housing Works Yamanashi Prefecture
Hirose Plant Aichi Prefecture Taiwan Office Taipei, Taiwan
Higashi-Fuji Technical Center Shizuoka Prefecture China Office Beijing, China
Shibetsu Proving Ground Hokkaido
(3) Status of Shares
1. Total number of shares authorized
9,780,185,400 shares
2. Total number of shares issued
3,649,997,492 shares
Note: Breakdown of increase/decrease in FY2002
- Decrease due to the cancellation of shares using profits -
35,000,000 shares
3. Number of shareholders
276,449
4. Major Shareholders (top 10)
(unit: thousands of shares otherwise noted)
Name Number of Toyota Ownership ratio Toyota's share Toyota's
shares held (%) holdings ownership ratio
(%)
Toyota Industries Corporation 196,725 5.39 77,281 24.67
UFJ Bank Ltd. 177,500 4.86 - -
UFJ Trust Bank Ltd. 164,642 4.51 - -
Sumitomo Mitsui Banking Corp. 164,192 4.50 53,753 0.94
Japan Trustee Services Bank, Ltd. 156,960 4.30 - -
Nippon Life Insurance Co. 147,773 4.05 - -
The Mitsubishi Trust and Banking Corp. 135,935 3.72 - -
Mitsui Asset Trust and Banking Co., Ltd. 121,969 3.34 4 0.80
Shinsei Bank, Ltd. 100,482 2.75 - -
The Bank of Tokyo-Mitsubishi, Ltd. 96,136 2.63 - -
Notes:
1. TMC's ownership ratio in Sumitomo Mitsui Banking Corp. is calculated
excluding the shares of preferred stocks with no voting rights issued by
Sumitomo Mitsui Banking Corp.
2. TMC owns 137,000 shares of UFJ Holdings Inc., a holding company of UFJ
Bank Ltd. and UFJ Trust Bank Ltd. Excluding the shares of preferred stock with
no voting rights, TMC owns 2.82% of UFJ Holdings, Inc.
3. TMC owns 35,000 shares of Mitsubishi Tokyo Financial Group, Inc., a
holding company of The Mitsubishi Trust and Banking Corp. and The Bank of
Tokyo-Mitsubishi, Ltd. Excluding shares of preferred stock with no voting
rights, TMC owns 0.62% of Mitsubishi Tokyo Financial Group, Inc.
(4) Repurchase, cancellation and holding of shares
1. Shares repurchased
Repurchases of shares to be cancelled using profits based on the resolution
adopted at Directors' Meeting on July 26, 2001
Common shares 35,000,000 shares
Total value of shares repurchased 129,218,225,000 yen
Repurchases of shares based on the resolution adopted at Directors' Meeting on
January 25, 2002
Application of the provision of Article 3 Paragraph 1 of the former 'Law on
Special Exceptions to the Commercial Code Concerning Procedures for Cancellation
of Shares' in accordance with the provision of Article 3 Paragraph 4 of the
Supplementary Provisions of the Law Concerning the Partial Amendments of the
Commercial Code, etc. (Law No. 79 of June 29, 2001)
Common shares 41,585,900 shares
Total value of shares repurchased 148,286,394,960 yen
Repurchases of shares to be transferred to TMC Directors and employees based on
the provision of Article 210-2 Paragraph 1 of the former Commercial Code
Common shares 1,361,000 shares
Total value of shares repurchased 5,111,446,618 yen
Repurchases of shares through the purchase of shares less than a unit (tangen)
of shares (including shares less than a unit (tan-i) of shares)
Common shares 61,443 shares
Total value of shares repurchased 233,686,290 yen
2. Disposed Shares
Common shares 198,500 shares
Total value of shares disposed of 741,049,057 yen
3. Shares for which cancellation procedures were implemented
Common shares 35,000,000 shares
4. Shares held at the end of the fiscal term
Common shares 44,132,880 shares
(5) Status of Employees
Number of employees (changes from end of last term) Average age Average length of service
70,491 (+ 386) 37.2 16.3 years
(6) Main Subsidiaries and Others
1. Status of main subsidiaries
Company Name Capital/ TMC ownership Main Business
subscription ratio
million yen %
Tokyo Toyota Motor Co., Ltd. 7,537 100.00* Sales of cars
Tokyo Toyo-pet Motor Sales Co., Ltd. 7,822 100.00* Sales of cars
Osaka Toyopet Co., Ltd. 3,025 100.00 Sales of cars
Toyota Tokyo Corolla Co., Ltd. 7,179 100.00 Sales of cars
Hino Motors Ltd. 72,717 50.20* Manufacture and sales of automobiles
Toyota Motor Kyushu, Inc. 45,000 100.00 Manufacture and sales of automobile
bodies
Daihatsu Motor Co., Ltd. 28,404 51.34* Manufacture and sales of automobiles
Toyota Motor Hokkaido, Inc. 27,500 100.00 Manufacture and sales of automobile
parts
Araco Corporation 3,188 75.04 Manufacture and sales of automobile
bodies & parts
Toyota Financial Services Corporation 67,525 100.00 Management of domestic and overseas
financial companies
Toyota Finance Corporation 9,000 100.00* Finance of automobile sales
currencies in
thousands
Toyota Motor North America, Inc. USD 933,600 100.00 Public relations, and surveys of overall
North America
Toyota Motor Sales, U.S.A., Inc. USD 365,000 100.00* Sales of cars
Toyota Motor Manufacturing North USD 1,958,949 100.00* Management of manufacturing subsidiaries
America, Inc. in North America
Toyota Motor Manufacturing, Kentucky, USD 1,180,000 100.00* Manufacture and sales of automobiles
Inc.
Toyota Motor Manufacturing, Indiana, USD 620,000 100.00* Manufacture and sales of automobiles
Inc.
Toyota Motor Manufacturing Canada Inc. CAD 680,000 100.00 Manufacture and sales of automobiles
Toyota Motor Credit Corporation USD 915,000 100.00* Finance of automobile sales
Toyota Credit Canada Inc. CAD 60,000 100.00* Finance of automobile sales
Toyota Motor Europe Marketing & EUR 102,382 100.00 Sales of cars
Engineering Co., Ltd.
Toyota Deutschland G.m.b.H EUR 5,726 100.00 Sales of cars
Toyota (GB) Ltd. GBP 2,600 100.00 Sales of cars
Toyota Motor Italia S.p.A. EUR 38,958 100.00 Sales of Cars
Toyota Motor Europe Manufacturing Inc. EUR 1,493,883 100.00 Management of manufacturing subsidiaries
in Europe
Toyota Motor Manufacturing (UK) Ltd. GBP 830,000 100.00* Manufacture and sales of automobile
parts
Toyota Kreditbank G.m.b.H. EUR 28,121 100.00* Finance of automobile sales
Toyota Motor Finance (Netherlands) B.V. EUR 907 100.00* Finance of overseas TMC related
companies
Toyota Financial Services (UK) PLC GBP 94,000 100.00* Finance of automobile sales
Toyota Motor Asia Pacific Pte Ltd. SGD 6,000 100.00 Sales of cars
Toyota Motor Corporation Australia Ltd. AUD 481,100 100.00 Manufacture and sales of automobiles
Toyota Motor Thailand Co., Ltd. THB 7,520,000 86.43 Manufacture and sales of automobiles
Toyota Finance Australia Ltd., etc. AUD 120,000 100.00* Finance of automobile sales
Notes:
1. * indicates that it includes capital subscription from TMC
subsidiaries
2. The ownership ratio is calculated based on the total number of shares
issued at the end of the term.
3. Toyota Motor Management Services Singapore Pte Ltd. was renamed to
Toyota Motor Asia Pacific Pte Ltd. on April 1, 2001.
2. Status of main affiliates
Company Name Capital TMC ownership Main business
ratio
subscription
million yen %
Toyota Industries Corporation 68,021 *24.67 Manufacture and sales of spinning
and weaving machines, industrial
vehicles, and automobiles
Aichi Steel Corp. 25,016 *24.75 Manufacture and sales of specialty
steel and forged steel products
Toyoda Machine Works, Ltd. 24,805 *24.99 Manufacture and sales of work
machine tools and automobile parts
Toyota Auto Body Co., Ltd. 8,871 *47.23 Manufacture and sales of automobile
bodies
Toyota Tsusho Corporation 26,748 *23.19 Trading and export/import of various
products
Aisin Seiki Co., Ltd. 41,140 *24.56 Manufacture and sales of automobiles
parts and household appliances
Denso Corp. 173,098 *24.56 Manufacture and sales of automobile
parts
Kanto Auto Works, Ltd. 6,850 *49.23 Manufacture and sales of automobile
bodies
Toyoda Gosei Co., Ltd. 25,135 *41.88 Manufacture and sales of automobile
parts
Notes:
1. * indicates that it includes capital subscription from TMC
subsidiaries.
2. The ownership ratio is calculated based on the total number of shares
issued and outstanding at the end of the term.
3. Toyoda Automatic Loom Works, Ltd. was renamed to Toyota Industries
Corporation on August 31, 2001.
3. Results of consolidation
l TMC's consolidated subsidiaries are 564 companies and there are 50
companies accounted for under the equity method.
l This terms' consolidated sales was 15,106.2 billion yen and consolidated
net income was 615.8 billion yen.
4. Status of business tie-up
l October 1966 Reached business tie-up with Hino Motors, Ltd.
l November 1967 Reached business tie-up with Daihatsu Motor Co., Ltd.
5. Status of important joint venture
l February 1984 Established New United Motor Manufacturing, Inc
for joint production of
passenger cars in the U.S. with GM.
l January 2002 Concluded a joint venture contract with Peugeot
Citroen Automobiles SA
for joint production of compact cars.
6. Status of important sales tie-up
l July 1991 Reached a basic agreement with Volkswagen AG
and its Japanese
subsidiary on selling all VW vehicles in Japanese
market.
(7) Board of Directors and Corporate Auditors
Name Position Main areas of responsibility ( ) indicates position
Hiroshi Okuda *Chairman of the Board
Iwao Isomura *Vice Chairman
Kosuke Ikebuchi *Vice Chairman
Fujio Cho *President
Noritaka Shimizu *Executive Vice Housing Group
President
Yoshio Uesaka *Executive Vice Government & Public Affairs Group
President
Akihiko Saito *Executive Vice Quality Control Group / Research and Development Group / Design
President Center (General Manager)
Ryuji Araki *Executive Vice General Administration & Personnel Group / Finance & Accounting
President Group / Corporate Planning Div.
Yoshio Ishizaka *Executive Vice Overseas Operations Group
President
Kosuke Shiramizu *Executive Vice Production Engineering Group / Production Control Transportation
President Group / TQM Promotion Div. / Environmental Affairs Div. / Operations
Management Consulting Div.
Katsuaki Watanabe *Executive Vice Business Development Group / Purchasing
President
Group / Legal Div.
Susumu Miyoshi *Executive Vice IT & ITS Group / Information Systems Group / e-TOYOTA Div.
President
Kazushi Iwatsuki *Executive Vice Domestic Sales Operations Group
President
Koji Hasegawa Senior Managing Director Overseas Operations Group
Yasuhito Yamauchi Senior Managing Director Production Engineering Group / Production Control Transportation
Group / TQM Promotion Div. / Environmental Affairs Div. / Safety &
Health Promotion Div. / Plant Engineering Div. / Myochi Plant
(General Manager)
Zenji Yasuda Senior Managing Director Overseas Operations Group / Overseas Planning Div./ Overseas
Marketing Div.
Senior Managing Director Government & Public Affairs Group / Research Div. / Environmental
Affairs Div.
Takashi Kamio
Hiroyuki Watanabe Senior Managing Director Research & Development Group / Product Management Div. / VVC
(Virtual Venture Company) / Environmental Affairs Div. / Component &
System Development Center (General Manger) / Fuel Cell System
Development Center (General Manger)
Katsuhiro Nakagawa Managing Director Production Control Transportation Group
Akio Matsubara Managing Director Corporate Planning Div. / Research Div. / Legal Div. / Business
Development Div. / Marine Business Div. / Biotechnology &
Afforestation Business Div.
Tokuichi Uranishi Managing Director Europe & Africa Operations Center (General Manager)
Akiyoshi Watanabe Managing Director Production Engineering Planning Div. / Vehicle Planning & Production
Engineering / Final Assembly Engineering Div. / Body Assembly
Engineering Div. / Interior Modular Assembly & Plastics Engineering
Div. / Surface Finishing Engineering Div. / Stamping Production
Engineering Div. / Stamping Die & Tool Div. / Tahara Plant (General
Manager)
Tsutomu Tomita Managing Director Quality Control Group / Power Train Development Center (General
Manager) / Motor Sports Div.
Yoshito Kato Managing Director Fuel Cell System Development Div. / Fuel Cell Production Engineering
Div. / Honsha Plant (General Manager) / Kinu-ura Plant (General
Manager)
Managing Director Research & Development Group / R&D Management Div. / Vehicle
Development Center III (General Manger) / Overseas Product
Kazuo Okamoto Development Div.
Shoji Kondo Managing Director Global Purchasing Center (General Manager)
Kyoji Sasazu Managing Director Domestic Sales Planning Div. / Domestic Marketing Div. / Vista
channel Operations Center (General Manager)
Mitsuo Kinoshita Managing Director Secretarial Div. / General Administration Div. / Global Human
Resources Div. / Human Resources Div. / Nagoya General
Administration Div. / Toyota Technical Skills Academy (Director) /
Toyota Memorial Hospital / Toyota Heritage Div. / Toyota Institute
Toshio Mizushima Managing Director Takaoka Plant (General Manager) / Miyoshi Plant (General Manager)
Yasuhiko Fukatsu Managing Director Domestic Advertising/Marketing Div. / Toyota channel Operations
Center (General Manger) / Domestic After Market Operations Center
(General Manger)
Takeshi Uchiyamada Managing Director Overseas Customer Service Operations Center (General Manager) /
Technical Administration Div. / Engineering Administration Div. /
Tokyo Engineering Div.
Shoichiro Toyoda Honorary Chairman and
Director
Toshiaki Taguchi Director President of Toyota Motor North America, Inc
Yoshimi Inaba Director President of Toyota Motor Sales, U.S.A., Inc.
Teruyuki Minoura Director President of Toyota Motor Manufacturing North America, Inc.
Shuhei Toyoda Director President of Toyota Motor Europe Manufacturing S.A. / Chairman of
Toyota Motor Manufacturing (UK) Ltd.
Director R&D Management Div. / Power Train Engineering Div. III / Engine
Engineering Div. I / Engine Engineering Div. II / Engine Engineering
Masatami Takimoto Div. III / Drive Train Engineering Div. I (General Manager) / Drive
Train Engineering Div. II / Electric & Hybrid Vehicle Engineering
Div. / Material Engineering Div. I / Material Engineering Div. II
Tsutomu Kano Director Kamigo Plant (General Manager) / Shimoyama Plant (General Manager)
Shokichi Yasukawa Director Global Strategic Production Planning Div. (General Manager) /
Production Control Div. / Project Planning & Management Div. /
Service Parts Administration Div. / Logistics Planning Div. /
Production Parts Logistics Div. / Vehicle Logistics Div. / Service
Parts Logistics Div.
Tetsuo Hattori Director Vehicle Development Center I (General Manger) / Vehicle Engineering
Div. / Chassis System Development Div. / Shibetsu Vehicle Evaluation
& Advanced Engineering Div. (General Manger)
Hiroaki Yoshida Director IT & Telecom Business Div. / Intelligent Transport Systems Planning
Div. / IT & ITS Sales Div. / Corporate IT Div. (General Manager)
Katsuyuki Kamio Director Used Car Business Div. / Dealer Human Resources Development Div. /
Netz channel Operations Center (General Manager)
Kiyoshi Nakanishi Director Power Train Engineering Div. I / Power Train Engineering Div. II
(General Manager) / Power Train Management Engineering Div. /
Material Engineering Div. III / Intellectual Property Div. /
Higashifuji Technical Center Administration Div. / Future Project
Div.
Yukitoshi Funo Director Government & Industrial Affairs Div. / The Americas Operations
Center (General Manager)
Takeshi Suzuki Director Affiliated Companies Finance Div. / Accounting Div. / Finance Div.
(General Manager)
Atsushi Niimi Director Motomachi Plant (General Manager) / Tsutsumi Plant (General Manager)
Akio Toyoda Director e-TOYOTA Div. (General Manager) / Asia & China Operations Center
(General Manager) / Taiwan Office / China Office
Hajime Wakayama Director Global Purchasing Center (Deputy General Manager) / Global
Purchasing Planning Div. / Purchasing Div. (General Manager)
Hiroshi Takada Director Product Management Div. / VVC (Virtual Venture Company) / Toyopet
channel Operations Center (General Manager) / DUO Div.
Teiji Tachibana Director Housing Planning Div. (General manager) / Housing Sales Div. / Unit
Assembly Housing Div / ESPACIO & TSW Housing Business Div. / Kasugai
Housing Works / Tochigi Housing Works / Yamanashi Housing Works
Shinichi Sasaki Director Customer Relations Div. / Quality Div. / Hirose Plant (General
Manager)
Kazutoshi Minami Director Vehicle Development Center III (Deputy General Manager) / Prototype
Production Div.
Shin Kanada Director Public Affairs Administration Dept. / Public Affairs Div. (General
Manager) / Tokyo Secretarial Div. / Tokyo General Administration
Div. / Government & Industrial Affairs Div. / Corporate Public
Relations Div.
Hironobu Ono Director Intelligent Transport Systems Planning Div. / Electronics
Engineering Div. I (General Manager) / Electronics Engineering Div.
II / Electronics Engineering Div. III
Akira Okabe Director Oceania, Middle East & Southwest Asia Operations Center (General
Manager)
Yoshio Shirai Director Vehicle Development Center II (General Manager) / Body System
Engineering Div.
Yoichiro Ichimaru Director Domestic Fleet Sales & Conversion Vehicles Div. / Corolla channel
Operations Center (General Manager) / Domestic Rental & Leasing Div.
Shoji Ikawa Director Production Engineering Planning Div. (General Manager) / Production
Engineering Development Div. / Power Train & Chassis Components
Production Engineering Div. / Instrumentation Engineering Div. /
Machines & Tools Engineering Div. / Foundry Engineering Div. /
Production Engineering Div.No.5 (Metal Forming, Welding & Heat
Treatment) / Teiho Plant (General Manager) / Mechatronics Systems
Div. / Information Technology & Engineering Div. / Die & Mold Div.
Terukazu Inoue Full-time Corporate
Auditor
Hideaki Miyahara Full-time Corporate
Auditor
Yoshiaki Muramatsu Full-time Corporate
Auditor
Yoshitoshi Toyoda Corporate Auditor Honorary Chairman and Director of Toyota Industries Corporation
Yasutaka Okamura Corporate Auditor Lawyer
Notes:
1. * Indicates that the person can represent the company.
2. Mr. Yoshitoshi Toyoda and Mr. Yasutaka Okamura satisfy the
qualifications of outside Corporate Auditors as provided in Article 18 Paragraph
1 of 'Special Law of the Commercial Code Concerning the Audit, etc. of Joint
Stock Corporations.'
3. Executive Vice President Kosuke Yamamoto, Executive Vice President
Shinichi Kato, Executive Vice President Tadaaki Jagawa, Managing Director
Hiroaki Kazaoka, Managing Director Masanao Motonami, Director Koichiro Noguchi,
Director Seihachi Takahashi, Director Norio Sato, Director Akio Kamiya and
Director Shinro Iwatsuki have resigned following FY2001 Ordinary General
Shareholders' Meeting on June 27, 2001.
4. Corporate Auditor Hiroyuki Ioku has resigned following FY2001
Ordinary General Shareholders' Meeting on June 27, 2001.
3. Important Facts Regarding Corporate Conditions Taking Place after Financial
Settlement
Return of the substituted portion of the Employee Pension Fund to the government
In conjunction with enforcement of the Defined Benefit Enterprise Pension Plan
Law, TMC received approval on April 1, 2002 from the Minister of Health, Labour
and Welfare for exemption from the obligation of the future benefit payment
regarding substituted portion of the employee pension funds.
TMC applied the transitional treatment specified on paragraph 47-2 of the
'Practical Guidelines of Accounting for Retirement Benefits (Interim Report)',
Accounting Committee Report No.13 issued by the Japanese Institute of Certified
Public Accountants, and recognize an extinguishment of retirement benefit
obligation with respect to such substituted portion as of the date of the
approval.
As a result, TMC anticipates to account for the impact of 162,457 million yen
(forecast) as the extraordinary gain in its unconsolidated statements of income
for FY2003 (from April 1, 2002 to March 31, 2003).
UNCONSOLIDATED BALANCE SHEET
(Million yen; amounts less than one million yen are omitted.)
FY2002 FY2002
(As of (As of
March 31, 2002) March 31, 2002)
Assets Liabilities
Current assets 3,431,039 Current liabilities 1,961,602
Cash and deposits 265,802 Trade notes payable 1,202
Trade accounts receivable 994,390 Trade accounts payable 731,445
Marketable securities 1,190,085 Current portion of bonds 114,150
Finished goods 107,794 Accrued liabilities 348,720
Raw materials 14,843 Income taxes payable 262,336
Work in process 66,987 Accrued expenses 352,215
Supplies 6,323 Deposits received 118,809
Short-term loans 182,204 Other current liabilities 32,723
Deferred income taxes 216,084 Long-term liabilities 844,169
Other current assets 395,623 Bonds 400,600
Less : allowance for (9,100) Allowance for retirement 391,458
doubtful accounts benefits
Other long-term 52,111
liabilities
Fixed assets 5,036,891 Total liabilities 2,805,772
Property, plant, and 1,275,101 Shareholders' equity
equipment
Buildings 350,141 Common stock 397,049
Structures 42,360 Statutory reserve 514,604
Machinery and equipment 341,507 Capital surplus 415,150
Vehicle and delivery 9,398 Legal reserve 99,454
equipment
Tools, furniture, and 79,848 Retained earnings 4,808,613
fixtures
Land 400,484 Reserve for losses on 397
overseas investments
Construction in progress 51,360 Reserve for special 1,396
depreciation
Investments and other 3,761,789 Reserve for reduction of 5,386
assets acquisition cost of fixed
assets
Investments in 1,832,686 General reserve 4,440,926
securities
Investments in 1,223,747 Unappropriated retained 360,506
subsidiaries earnings at end of year
Long-term loans 389,309 qIncluded net income for q470,239r
current yearr
Deferred income taxes 297,445 Net unrealized gains on 99,656
other securities
Other investments 25,600 Less: treasury stock (157,766)
Less : allowance for (7,000) Total shareholders' equity 5,662,158
doubtful accounts
Total assets 8,467,930 Total liabilities and 8,467,930
shareholders' equity
Notes:
1. Short-term receivable from subsidiaries: 581,077 million yen
2. Long-term receivable from subsidiaries: 295,502 million yen
3. Short-term payable to subsidiaries: 228,189 million yen
4. Accumulated depreciation for 'property, plant, and equipment': 3,497,125
million yen
5. The breakdown of main investments in securities in foreign currencies
(acquisition cost in foreign currencies) is as follows:
656,410 thousand U.S. dollars; 306,471,012 thousand Indonesian rupiahs; 68,615
thousand pounds sterling (GBP); 139,807 thousand Malaysia linguit; 280,799
thousand Chinese yuan; 1,265,838 thousand Philippine pesos; 1,221,753 thousand
New Taiwan dollars; 446,403 thousand South African rands; 121,428 thousand
Norwegian kroner; 13,267 thousand euros; 315,000 thousand Czech koruna; 6,474
thousand Canadian dollars.
Main subsidiaries' shares, capital in foreign currencies (acquisition cost in
foreign currencies), are as follows:
2,222,397 thousand euros; 1,093,764 thousand U.S. dollars; 694,000 thousand
Canadian dollars; 513,179 thousand Australian dollars; 221,557,768,061 thousand
Turkish lira; 412,863 thousand Brazilian reals; 7,600,000 thousand Indian
rupees; 8,492,669 thousand Thai bahts; 3,232,233 thousand New Taiwan dollars;
102,100 thousand pounds sterling (GBP); 90,699 thousand Argentine pesos;
2,150,000 thousand Venezuelan bolivars; 452,020 thousand Chinese yuan; 950,000
thousand Philippine pesos; 189,454 thousand Denmark kroner; 291,032 thousand
Swedish kroner.
6. Assets pledged: 20 million yen as investments in securities
7. Guarantees: 100,000 million yen
8. Export bill discounted: 4,529 million yen
9. Details of bonds with warrants (balance, exercise price, and shares to be issued) :
Name Balance Exercise price Shares to be issued
First series of unsecured bonds 489 million yen 4,203 yen Common stock
with warrants ,due 2005
10. Net income per share for this term : 130.40
11. The net increase of assets is 99,815 million yen as they are stated at fair
value in accordance with the Commercial Code (Article 290 Paragraph 1 Item 6).
12. The retirement benefit trust is established to be allocated for the
retirement benefits of the corporate pension system, not to be allocated for the
severance benefits of the severance indemnity plan.
13. In accordance with revisions of 'Regulations Concerning the Balance Sheet,
Income statement, Business Report and Supporting Schedules of Joint Stock
Corporations', effective for FY2002, treasury stock, which was formerly included
in 'Assets', is reported as 'Treasury stock' under 'Shareholders' equity'.
UNCONSOLIDATED STATEMENTS OF INCOME
(Million yen; amounts less than one million yen are omitted.)
FY2002
(April 2001 through
March 2002)
Ordinary profits and losses
Operating revenue and expenses
Operating revenue 8,284,968
Net sales 8,284,968
Operating expenses 7,536,053
Cost of sales 6,618,526
Selling, general and administrative expenses 917,517
Operating income 748,924
Non-operating income and expenses
Non-operating income 174,212
Interest income 23,069
Dividend income 34,488
Other non-operating income 116,654
Non-operating expenses 154,215
Interest expenses 10,669
Other non-operating expenses 143,546
Ordinary income 768,920
Income before income taxes 768,920
Income taxes - current 418,800
Income taxes - deferred (120,118)
Net income 470,239
Unappropriated retained earnings brought forward 66,919
Cancellation of shares 129,218
Interim cash dividends 47,434
Unappropriated retained earnings at end of year 360,506
Notes:
1. Sales to subsidiaries: 4,452,225 million yen
2. Purchases from subsidiaries: 637,494 million yen
3. Non-operating transaction with subsidiaries: 45,436 million yen
SIGNIFICANT ACCOUNTING POLICIES
1. Valuation of securities:
Stocks of subsidiaries are stated at cost determined using the moving
average method.
Other securities:
Other securities with fair value are stated at fair value based on market
prices, etc., at end of year.
Other securities not practicable to fair value are stated at cost determined
using the moving average method.
2. Valuation of inventories:
Finished goods, work in process, and supplies are principally stated at
cost, as determined by the periodic average method.
Raw materials are stated at the lower of cost or market value, as determined
by last-in-first-out method.
3. Depreciation of property, plant and equipment is computed by the declining
balance method.
4. Significant reserves:
Allowance for doubtful accounts is stated based on evaluation of the
collectability of recovery of accounts receivable. To prepare for losses from
bad debt from sales and other credits, besides the maximum amount allowed under
the Corporation Tax Laws, allowances were also made in consideration of the
relative ease or difficulty of collectability.
For provision of retirement benefits for employees (including those who have
already retired), the amount expected at the end of the term is accounted for on
the basis of the estimated retirement benefit obligations and severance benefits
at the end of the term.
5. Consumption taxes are computed based on the net-of-tax method.
Proposed Appropriation of Retained Earnings
Amount (yen)
Unappropriated retained earnings at end of year 360,506,372,635
Reversal of reserve for losses on overseas investments 1,233,120
Reversal of reserve for reduction of acquisition cost of fixed assets 382,225,057
Total 360,889,830,812
The above will be appropriated as follows:
Cash dividends 54,087,969,180
per share 15
Bonus to Directors 600,000,000
Bonus to Corporate Auditors 45,000,000
Reserve for special depreciation 150,119,731
Unappropriated retained earnings to be carried forward 306,006,741,901
Note: An interim dividend of /13 per share was paid on November 26, 2001, to
shareholders (including the beneficial shareholders notified by Japanese
Securities Depository Center) or registered pledgee of record as of September
30, 2001. Total interim dividends were paid in amount of 47,434,927,072 yen.
Auditor's Report (Certified Copy)
Audit Report
May 8, 2002
To: President Fujio Cho
Toyota Motor Corporation
From: ChuoAoyama Audit Corporation (auditing firm)
Participating representative staff: Kazunori Tajima, CPA
Participating representative staff: Masaki Horie, CPA
Participating representative staff: Koji Hatsukawa, CPA
Participating representative staff: Fusahiro Yamamoto, CPA
Our firm has undertaken a review of the balance sheet, statement of income,
Business Review (limited to those portions pertaining to accounting matters),
and proposed appropriation of retained earnings, along with the supporting
materials (limited to those portions pertaining to accounting matters), for
Toyota Motor Corporation's FY2002 extending from April 1, 2001 through March 31,
2002. This review was conducted based on provisions of Article 2 of the law
concerning exceptions to the Commercial Code related to auditing, etc., of joint
share corporations. The portions of the Financial Report and supporting
materials related to accounting matters and thus subject to review consist of
those portions based on account ledger entries.
In the course of this review, our firm employed normal auditing procedures
compliant with generally accepted accounting principles. It should also be
noted that these audit procedures include those for subsidiaries that were
regarded necessary and conducted by this audit corporation.
The opinion of our firm as a result of the audit is as follows.
(1) The statement of income and balance sheet accurately represent the
assets and profit-loss situation of the company as required by law.
(2) The Business Review (limited to those portions pertaining to accounting
matters) accurately represents the company's operating situation as required by
law.
(3) The proposed appropriation of retained earnings is consistent with
provisions of law.
(4) The supporting materials (limited to those portions pertaining to
accounting matters) contain nothing contrary to provisions of the Commercial
Code.
It should be noted that anything expected to have an important effect on the
assets and profit/loss conditions of the company for the next and following
terms is mentioned as a 'post-settlement event' in the Business Review.
Neither our firm nor any of the participating staff have any beneficial interest
in the company as described in provisions of the certified public accountants
law.
Board of Corporate Auditors' Report (Certified Copy)
Audit Report
Board of Corporate Auditors has prepared this Audit Report based on reports from
each of the TMC Corporate Auditor on the auditing methods and results pertaining
to the conduct of duties by the Directors of Toyota Motor Corporation during its
FY2002 extending from April 1, 2001 through March 31, 2002, and report as
follows.
1. Overview of Corporate Auditors' Auditing Method
Based on auditing guidelines and the audit plan adopted by the Board, the
Corporate Auditors obtained reports on operational matters from Directors and
senior staff people who attended Directors' meetings and other important
meetings. The Corporate Auditors also reviewed important decision documents,
surveyed operations and assets at company head offices, production facilities,
and business offices, and obtained reports from subsidiaries as needed.
In addition, the Corporate Auditors received reports and explanations from the
accounting firm to review calculation documents and their attached statements.
With respect to the competitive transactions of Directors, profit-contradictory
transactions between Directors and the company, creating conflict of interest
the granting by the company of profits without compensation, non-regular
transactions between subsidiaries and shareholders, acquisition and disposal of
treasury shares, and other transactions, the situation of these transactions was
reviewed in detail when necessary as well as being subjected to the above
mentioned auditing method.
2. Result of Audit
(1) The auditing methods employed by the ChuoAoyama Audit Corporation, which
was retained to conduct the audit, and the results of the audit are correct.
(2) The Business Review accurately represents the company's operating
situation as required by law.
(3) The proposed appropriation of retained earnings is appropriate in light
of the company's asset situation and other circumstances.
(4) The supporting materials accurately represent the content listed, and
contain nothing contrary to provisions of law.
(5) The Directors engaged in no improprieties or violations of law or
convention in their conduct of their duties including those duties in
subsidiaries.
Our audit found no 'kyogyo torihiki' (competitive transactions) by Directors, no
transactions between Directors and company creating conflict of interest, no
bestowal of profit without compensation by Toyota, no unusual transactions with
subsidiaries or shareholders, no acquisitions or dispositions of company shares
that violate Directors' duties.
May 10, 2002
Toyota Motor Corporation Board of Corporate Auditors
Full-time Corporate Auditor Terukazu Inoue
Full-time Corporate Auditor Hideaki Miyahara
Full-time Corporate Auditor Yoshiaki Muramatsu
Corporate Auditor Yoshitoshi Toyoda
Corporate Auditor Yasutaka Okamura
Note: Mr. Yoshitoshi Toyoda and Mr. Yasutaka Okamura satisfy the qualifications
of outside corporate auditors as provided in Paragraph 1, Article 18 of 'Special
Law of the Commercial Code Concerning the Audit, etc., of Joint Stock
Corporations.'
Reference Documents Pertaining to Exercise of Voting Rights
1. Number of the voting rights of all the shareholders:
35,397,344
2. Proposed resolution and reference information
Proposed Resolution 1: Approval of Proposed Appropriation of Retained Earnings
The proposal calls for profit distribution as described in the appended document
(p. 21).
TMC regards shareholders' return as one of our most important management goals,
and we actively conduct the company's business in such a way as to solidify and
enhance the well-being of the company as a whole. We hope to meet shareholders'
expectations in terms of dividends, based on the principle of dividend
consistency and giving overall consideration to company performance and payout
ratio.
We would like to offer a dividend of 15 yen per share for year-end dividend.
Combined with the interim dividend, this will result in a total shareholder
dividend for the fiscal year ended March 31, 2002 of 28 yen per share,
representing a payout ratio of 21.6%.
Proposed Resolution 2: Amendment of the Articles of Incorporation
(Summary of the Proposed Resolution and Reason for the Amendment)
A series of amendments made to the Commercial Code last year has brought about
the abolishment of the par value share system, and the establishment of a unit
(tangen) share system and a share acquisition right system. It has also made it
possible to prepare corporate documents by electronic means. In addition,
certain changes are necessary as a result of the repeal of the Law on Special
Exceptions to the Commercial Code Concerning Procedures for Cancellation of
Shares. Also since the corporate auditor system has been intensified due to
revisions to the Commercial Code and Special Law of the Commercial Code
Concerning the Audit, etc., of Joint Stock Corporations, the term of office of
corporate auditors will be extended and an upper limit on the number of
corporate auditors will be set. Furthermore, a system for reducing the
liability of directors and corporate auditors was established (limit of
reduction: representative directors: six years of remuneration; directors: four
years of remuneration; outside directors and corporate auditors: two years of
remuneration), so provisions reducing the liability of directors and corporate
auditors will be added to ensure the efficient performance of their duties in
the future.
Submission to the general shareholders meeting of the proposed resolution
concerning the provisions on reducing the liability of directors received the
unanimous approval of the Board of Corporate Auditors.
The content of the proposed amendments appears below.
(Amended parts are underlined.)
Current Provisions Proposed Amendment
CHAPTER II. SHARES CHAPTER II. SHARES
(Total Number of Authorized Shares, Par Value of Par (Total Number of Authorized Shares, Number of Shares
Value Shares, Number of Shares Constituting One Unit Constituting One Unit(tangen), and Non-Issuance of
(tan-i) and Repurchase and Cancellation of Issued Share Certificates for Less than a Unit(tangen) of
Shares) Shares)
Article 5 Article 5
1. The total number of shares authorized to be 1. The total number of shares authorized to be
issued by the Corporation shall be ten billion issued by the Corporation shall be ten billion
(10,000,000,000), and the par value of each par value (10,000,000,000). Provided, however, that in the
share shall be fifty (50) yen; provided, however, that, event the Corporation repurchases and cancels any of
in the event the Corporation repurchases and cancels any its issued shares, the total number of such authorized
of its issued shares, the total number of such shares shall be reduced by the number of such
authorized shares shall be reduced by the number of such repurchased and cancelled shares accordingly.
repurchased and cancelled shares accordingly.
2. The number of shares constituting one unit 2. The number of shares constituting one unit
(tan-i) of shares of the Corporation shall be one (tangen) of shares of the Corporation shall be one
hundred (100). hundred (100).
3. The Corporation may, by a resolution of the (Deleted)
Board of Directors, repurchase any of its issued shares
for purposes of cancellation using its distributable
profits; provided, however, that the total number of
such shares repurchased shall not exceed three hundred
seventy million (370,000,000).
(Newly established) 3. The Corporation shall not issue share
certificates for shares less than one unit(tangen) of
shares. Provided, however, that this provision shall
not apply if the Share Handling Regulations
established by the Board of Directors provide
otherwise.
(Transfer Agent) (Transfer Agent)
Article 6 Article 6
1. (Omitted) 1. (No changes.)
2 (Omitted) 2. (No changes.)
3. The register of shareholders (including the 3. The register of shareholders (including the
register of beneficial shareholders; hereinafter the register of beneficial shareholders; hereinafter the
same interpretation being applicable) of the Corporation same interpretation being applicable) of the
shall be kept at the office of the transfer agent. Corporation shall be kept at the office of the
transfer agent. The registration of the transfer of
The registration of the transfer of shares, the purchase shares, the purchase of shares constituting less than
of shares constituting less than one unit(tan-i) and any one unit(tangen) and any other matters related to the
other matters related to the shares shall be handled by shares shall be handled by the transfer agent and not
the transfer agent and not by the Corporation. by the Corporation.
(Share Handling Regulations) (Share Handling Regulations)
Article 7 Article 7
The denomination of the share certificates of The denomination of the share certificates
the Corporation, and the procedures for and fees for of the Corporation and the procedures for, and fees
registering the transfer of shares, purchasing shares for, registering the transfer of shares, purchasing
constituting less than one unit(tan-i) and any other shares constituting less than one unit(tangen) and any
matters relating to the handling of shares shall be other matters relating to the handling of shares shall
subject to the Share Handling Regulations established by be subject to the Share Handling Regulations
the Board of Directors. established by the Board of Directors.
(Record Date) (Record Date)
Article 8 Article 8
1. The Corporation shall, with respect to the 1. The Corporation shall, with respect to the
shares issued on or before March 31 in each year, deem shares issued on or before March 31 in each year, deem
any shareholder (including the beneficial shareholder; any shareholder (including the beneficial shareholder;
hereinafter the same interpretation being applicable) hereinafter the same interpretation being applicable)
entered in the final register of shareholders as of entered or recorded in the final register of
March 31 in such year to be a shareholder entitled to shareholders as of March 31 in such year to be a
exercise its rights at the ordinary general meeting of shareholder entitled to exercise its rights at the
shareholders for that particular accounting period. ordinary general meeting of shareholders for that
With respect to the shares issued during the period from particular accounting period. With respect to the
April 1 to the date of the ordinary general meeting of shares issued during the period from April 1 to the
shareholders, the Corporation shall deem any shareholder date of the ordinary general meeting of shareholders,
entered in the final register of shareholders as of the the Corporation shall deem any shareholder entered or
date of issue of such shares to be a shareholder recorded in the final register of shareholders as of
entitled to exercise its rights at such ordinary general the date of issue of such shares to be a shareholder
meeting of shareholders. entitled to exercise its rights at such ordinary
general meeting of shareholders.
2. (No changes.)
2. (Omitted)
Current Provisions Proposed Amendment
CHAPTER III. GENERAL MEETINGS OF SHAREHOLDERS CHAPTER III. GENERAL MEETINGS OF SHAREHOLDERS
(Exercise of Voting Rights by Proxy) (Exercise of Voting Rights by Proxy)
Article 12 Article 12
1. (Omitted) 1. (No changes.)
2. In cases where the preceding paragraph 2. In cases where the preceding paragraph
applies, the proxy shall file with the Corporation a applies, the shareholder or its proxy shall file with
document establishing his/her power of representation. the Corporation a document establishing the proxy's
power of representation.
CHAPTER IV. DIRECTORS AND BOARD OF DIRECTORS CHAPTER IV. DIRECTORS AND BOARD OF DIRECTORS
(Election of Directors) (Election of Directors)
Article 14 Article 14
1. (Omitted) 1. (No changes.)
2. Directors shall be elected by a majority 2. Directors shall be elected by a majority vote
vote of the shareholders present at the meeting who of the shareholders present at the meeting who hold
hold shares representing in aggregate not less than shares representing in aggregate not less than
one-third (1/3) of the total number of the issued and one-third (1/3) of the voting rights of all the
outstanding shares in the Corporation. shareholders.
3. (Omitted)
3. (No changes.)
(Newly established) (Exemption from Liability of Directors)
Article. 19
The Corporation may exempt Directors
(including former Directors) from liability for their
actions as stipulated in Article 266, Paragraph 1, Item
5 of the Commercial Code within the limits specified in
Article 266 Paragraphs 12, 17, and 18 of the Commercial
Code by resolution of the Board of Directors adopted in
accordance with applicable law when such Directors were
performing their duties in good faith and in the
absence of gross negligence.
CHAPTER V. CORPORATE AUDITORS AND BOARD OF CORPORATE CHAPTER V. CORPORATE AUDITORS AND BOARD OF CORPORATE
AUDITORS AUDITORS
(Number of Corporate Auditors) (Number of Corporate Auditors)
Article 19 Article 20
The Corporation shall have no more than The Corporation shall have no more than
five (5) Corporate Auditors. seven (7) Corporate Auditors.
(Election of Corporate Auditors) (Election of Corporate Auditors)
Article 20 Article 21
1. (Omitted) 1. (No changes.)
2. Corporate Auditors shall be elected by a 2. Corporate Auditors shall be elected by a
majority vote of the shareholders present at the majority vote of the shareholders present at the
meeting who hold shares representing in aggregate not meeting who hold shares representing in aggregate not
less than one-third (1/3) of the total number of the less than one-third (1/3) of the voting rights of all
issued and outstanding shares in the Corporation. the shareholders.
Current Provisions Proposed Amendment
(Term of Office of Corporate Auditors) (Term of Office of Corporate Auditors)
Article 21 Article 22
1. The term of office of Corporate Auditors 1. The term of office of Corporate Auditors
shall expire at the closing of the ordinary general shall expire at the closing of the ordinary general
meeting of shareholders to be held for the last fiscal meeting of shareholders to be held for the last fiscal
year of the Corporation ending within three (3) years year of the Corporation ending within four (4) years
after their assumption of office. after their assumption of office.
Article 22 (Omitted) Article 23 (No changes.)
Article 23 (Omitted) Article 24 (No changes.)
(Exemption from Liability of Corporate Auditors)
(Newly established) Article 25
The Corporation may exempt Corporate
Auditors(including former Corporate Auditors) from
liability for their actions as stipulated in Article
266 Paragraph 1 Item 5 of the Commercial Code within
the limits specified in Article 266 Paragraphs 12 of
the Commercial Code as applied mutatis mutandis under
the provisions of Article 280 Paragraph 1 of the
Commercial Code by resolution of the Board of Directors
adopted in accordance with applicable law when such
Corporate Auditors were performing their duties in good
faith and in the absence of gross negligence.
CHAPTER VI. ACCOUNTS CHAPTER VI. ACCOUNTS
Article 24 (Omitted) Article 26 (No changes.)
Article 25 (Omitted) Article 27 (No changes.)
Article 26 (Omitted) Article 28 (No changes.)
(Convertible Bonds)
Article 27 (Deleted)
In the event that a demand is made for the
conversion of convertible bonds into shares during any
fiscal year, such bonds shall be deemed, for purposes
of distributing profits, to have been so converted at
the beginning of the fiscal year in which the said
demand is made.
SUPPLEMENTARY PROVISIONS
(Term of Office of Corporate Auditors)
(Newly established) Article 1
With respect to the term of office of
Corporate Auditors in office prior to the closing of
the ordinary general meeting of shareholders held for
the fiscal year ending in March 2003, 'within four (4)
years after their assumption of office' as it appears
in Article 22 shall be read as 'within three (3) years
after their assumption of office.'
Proposed Resolution 3: Election of 58 Directors due to Term Expiration
The term of all Directors will expire at the end of this shareholders' meeting.
Accordingly, please elect a total of 58 Directors. The candidates for Directors
are as follows:
Following are the nominees
no. Name Main occupation Brief career summary No. of TMC
(birth date) shares owned
1 Hiroshi Okuda TMC Chairman Apr. 1955 Joined Toyota Motor Sales Co., Ltd. 54,963
(12/29/1932) Jul. 1982 TMC Director
Sep. 1987 TMC Managing Director
Sep. 1988 TMC Senior Managing Director
Sep. 1992 TMC Executive Vice President
Aug. 1995 TMC President
Jun. 1999 TMC Chairman
2 Iwao Isomura TMC Vice Chairman Apr. 1956 Joined TMC 20,300
(12/21/1932) Sep. 1984 TMC Director
Sep. 1988 TMC Managing Director
Sep. 1990 TMC Senior Managing Director
Sep. 1992 TMC Executive Vice President
Jun. 1996 TMC Vice Chairman
3 Kosuke Ikebuchi TMC Vice Chairman Apr. 1960 Joined TMC 13,080
(3/4/1937) Sep. 1988 TMC Director
Sep. 1994 TMC Managing Director
Jun. 1996 TMC Senior Managing Director
Jun. 1999 TMC Executive Vice President
Jun. 2001 TMC Vice Chairman
Fujio Cho TMC President Apr. 1960 Joined TMC 22,105
4 (2/2/1937) Sep. 1988 TMC Director
Dec. 1988 Toyota Motor Manufacturing, U.S.A., Inc.
President
Sep. 1994 TMC Managing Director
Oct. 1994 Retired from Toyota Motor Manufacturing,
U.S.A., Inc.
Jun. 1996 TMC Senior Managing Director
Jun. 1998 TMC Executive Vice President
Jun. 1999 TMC President
5 Noritaka Shimizu TMC Executive Vice Apr. 1961 Joined TMC 34,508
President
(10/15/1937) Sep. 1990 TMC Director
Jun. 1996 TMC Managing Director
Jun. 1998 TMC Senior Managing Director
Jun. 1999 TMC Executive Vice President
6 Yoshio Uesaka TMC Executive Vice Apr. 1962 Joined TMC 10,521
President
(7/10/1938) Sep. 1990 TMC Director
Jun. 1996 TMC Managing Director
Jun. 1998 TMC Senior Managing Director
Jun. 2001 TMC Executive Vice President
7 Akihiko Saito TMC Executive Vice Apr. 1968 Joined TMC 116,757
President (General
(7/24/1940) Manager, Design Sep. 1991 TMC Director
Center)
Jun. 1996 TMC Managing Director
Jun. 1998 TMC Senior Managing Director
Jun. 2001 TMC Executive Vice President
(Non-TMC Executive Duties)
Executive Vice President of
Calty Design Research, Inc.
8 Ryuji Araki TMC Executive Vice Apr. 1962 Joined TMC 108,293
President
(1/29/1940) Sep. 1992 TMC Director
Jun. 1997 TMC Managing Director
Jun. 1999 TMC Senior Managing Director
Jun. 2001 TMC Executive Vice President
(Non-TMC Executive Duties)
Chairman of
Toyota Finance Corporation
Chairman of Toyota Finance Finland Oy
President of Toyota Leasing (Thailand) Co., Ltd.
Chairman of Toyota Credit Canada Inc.
President of Toyota Credit Argentina S.A.
Chairman of Toyota Financial Services (UK) PLC
Chairman of Toyota Finance Australia Ltd.
President of Toyota Finance New Zealand Ltd.
9 Yoshio Ishizaka TMC Executive Vice Mar. 1964 Joined Toyota Motor Sales Co., Ltd. 8,810
President
(1/9/1940) Sep. 1992 TMC Director
Jun. 1996 Toyota Motor Sales, U.S.A. Inc.
President
Jun. 1999 Retired from Toyota Motor Sales, U.S.A.
Inc.
Jun. 1999 TMC Senior Managing Director
Jun. 2001 TMC Executive Vice President
(Non-TMC Executive Duties)
Chairman of N.V. Toyota Motor Europe Marketing &
Engineering S.A.
10 Kosuke Shiramizu TMC Executive Vice Apr. 1963 Joined TMC 10,000
President
(8/28/1940) Sep. 1992 TMC Director
Jun. 1997 TMC Managing Director
Jun. 1999 TMC Senior Managing Director
Jun. 2001 TMC Executive Vice President
(Non-TMC Executive Duties)
Chairman of
Toyota Motor Technical Center (China) Co., Ltd.
Chairman of Tianjin Toyota Forging Co., Ltd.
Chairman of Tianjin Fengjin Autoparts Co., Ltd.
Vice Chairman of Tianjin Toyota Motor Engine Co., Ltd.
11 Katsuaki Watanabe TMC Executive Vice Apr. 1964 Joined TMC 11,171
President
(2/13/1942) Sep. 1992 TMC Director
Jun. 1997 TMC Managing Director
Jun. 1999 TMC Senior Managing Director
Jun. 2001 TMC Executive Vice President
(Non-TMC Executive Duties)
Vice Chairman of
Gamagori Marine Development Co., Ltd.
12 Kazushi Iwatsuki TMC Executive Vice Apr. 1964 Joined Toyota Motor Sales Co., Ltd. 12,110
President
(6/26/1941) Sep. 1994 TMC Director
Jun. 1997 Retired from TMC Director
Jun. 1997 Osaka Toyopet Co., Ltd. President
Jun. 1999 Retired from Osaka Toyopet Co., Ltd.
President
Jun. 1999 TMC Senior Managing Director
Jun. 2001 TMC Executive Vice President
(Non-TMC Executive Duties)
President of TACTI Corporation
13 Yasuhito Yamauchi TMC Senior Managing Apr. 1968 Joined TMC 10,936
Director (Myochi
(1/2/1942) Plant General Jun. 1995 TMC Director
Manager)
Jun. 1999 TMC Managing Director
Jun. 2001 TMC Senior Managing Director
(Non-TMC Executive Duties)
Chairman of Siam Toyota Manufacturing Co., Ltd.
14 Zenji Yasuda TMC Senior Managing Apr. 1965 Joined TMC 19,675
Director
(4/19/1942) Jun. 1996 TMC Director
Jun. 1999 TMC Managing Director
Jun. 2001 TMC Senior Managing Director
15 Takashi Kamio TMC Senior Managing Apr. 1965 Joined TMC 15,100
Director
(11/27/1942) Jun. 1996 TMC Director
Jun. 1999 TMC Managing Director
Jun. 2001 TMC Senior Managing Director
16 Hiroyuki Watanabe TMC Senior Managing Apr. 1967 Joined TMC 5,315
Director ( Component
(3/4/1943) & System Development Jun. 1996 TMC Director
Center and Fuel Cell
Jun. 1999 TMC Managing Director
Development Center
General Manger) Jun. 2001 TMC Senior Managing Director
17 Katsuhiro TMC Managing Apr. 1965 Joined Ministry of International Trade 5,000
Nakagawa Director and Industry
(3/11/1942) Jul. 1997 Ministry of International Trade and
Industry Vice-Minister for International Affairs
Jun. 1998 Retired from Ministry of International
Trade and Industry Vice-Minister for International
Affairs
Jun. 2001 TMC Managing Director
18 Akio Matsubara TMC Managing Apr. 1966 Joined Toyota Motor Sales Co., Ltd. 11,844
Director
(1/12/1942) Jun. 1996 TMC Director
Jun. 2001 TMC Managing Director
19 Tokuichi Uranishi TMC Managing Apr. 1966 Joined TMC 15,333
Director
(5/3/1942) Jun. 1996 TMC Director
(Europe & Africa
Operations Center Jun. 2001 TMC Managing Director
General Manager)
(Non-TMC Executive Duties)
Chairman of Toyota Sweden Holding AB
Chairman of Toyota Motor Finland Oy
Chairman of Toyota Auto Finland Oy
Vice Chairman of Bauda A/S
Vice Chairman of Toyota Norge AS
Chairman of Toyota Danmark A/S
20 Tsutomu Tomita TMC Managing Apr. 1969 Joined TMC 36,143
Director
(10/14/1943) Jun. 1996 TMC Director
(Power Train
Development Center Jun. 2001 TMC Managing Director
General Manager)
(Non-TMC Executive Duties)
Chairman of Toyota Motorsport GmbH
21 Yoshito Kato TMC Managing Apr. 1969 Joined TMC 6,700
Director (Honsha /
(12/9/1943) Kinuura Plant Jun. 1996 TMC Director
General Manager)
Jun. 2001 TMC Managing Director
22 Kazuo Okamoto TMC Managing Apr. 1967 Joined TMC 9,764
Director ( Vehicle
(2/20/1944) Development Center Jun. 1996 TMC Director
III General Manager)
Jun. 2001 TMC Managing Director
(Non-TMC Executive Duties)
Vice Chairman of Toyota Motor Technical Center (China)
Co., Ltd.
23 Shoji Kondo TMC Managing Apr. 1965 Joined TMC 8,195
Director
(12/6/1942) Jun. 1997 TMC Director
(Global Purchasing
Center General Jun. 2001 TMC Managing Director
Manager)
24 Kyoji Sasazu TMC Managing Apr. 1967 Joined Toyota Motor Sales Co., Ltd. 9,792
Director
(6/11/1944) Jun. 1997 TMC Director
( Vista channel
Operations Center Jun. 2001 TMC Managing Director
General Manager)
25 Mitsuo Kinoshita TMC Managing Apr. 1968 Joined TMC 7,970
Director
(1/1/1946) Jun. 1997 TMC Director
Jun. 2001 TMC Managing Director
(Non-TMC Executive Duties)
President of OJT Solutions, Inc.
26 Toshio Mizushima TMC Managing Apr. 1967 Joined TMC 5,035
Director (Takaoka /
(7/23/1944) Miyoshi Plant Jun. 1996 Toyota Motor Manufacturing (UK) Ltd.
General Manager) President
Jun. 1998 TMC Director
Oct. 1998 Toyota Motor Europe Manufacturing S.A.
President
Apr. 2001 Toyota Motor Manufacturing (UK) Ltd.
Chairman
Jun. 2001 Retired from Toyota Motor Europe
Manufacturing S.A. President
Jun. 2001 TMC Managing Director
Jul. 2001 Retired from Toyota Motor
Manufacturing (UK) Ltd. Chairman
27 Yasuhiko Fukatsu TMC Managing Apr. 1968 Joined TMC 6,657
Director
(1/8/1945) Jun. 1998 TMC Director
(Toyota channel
Operations Center Jun. 2001 TMC Managing Director
General Manager /
Domestic After
Market Operations
Center General
Manager)
28 Takeshi TMC Managing Apr. 1969 Joined TMC 8,464
Uchiyamada Director ( Overseas
Customer Service Jun. 1998 TMC Director
(8/17/1946) Operations Center
General Manager) Jun. 2001 TMC Managing Director
(Non-TMC Executive Duties)
Japan-Toyota Accessory & Conversion Service
Corporation President
29 Shoichiro Toyoda TMC Honorary Jul. 1952 Joined TMC 15,136,193
Chairman and
(2/27/1925) Director Jul. 1952 TMC Director
Jan. 1961 TMC Managing Director
Oct. 1967 TMC Senior Managing Director
Dec. 1972 TMC Executive Vice President
Jun. 1981 TMC Director
Jun. 1981 Toyota Motor Sales Co., Ltd. President
Jul. 1982 TMC President
Sep. 1992 TMC Chairman
Jun. 1999 TMC Honorary Chairman and Director
(Non-TMC Executive Duties)
Director of Toyota Central Research & Development
Laboratories, Inc.
Director of Genesis Research Institute, Inc.
Chairman of
Towa Real Estate Co., Ltd.
30 Toshiaki Taguchi TMC Director (Toyota Apr. 1964 Joined Toyota Motor Sales Co., Ltd. 11,259
Motor North America,
(4/26/1941) Inc. President) Sep. 1994 TMC Director
Jun. 1998 TMC Managing Director
Jun. 1999 TMC Senior Managing Director
Jan. 2000 TMC Director
Jan. 2000 Toyota Motor North America, Inc.
President
(Non-TMC Executive Duties)
President of Toyota Motor North America, Inc.
President of Toyota Motor Personnel Services, U.S.A.,
Inc.
31 Yoshimi Inaba TMC Director (Toyota Apr. 1968 Joined Toyota Motor Sales Co., Ltd. 15,000
Motor Sales, U.S.A.,
(2/24/1946) Inc. President) Jun. 1997 TMC Director
Jun. 1999 Toyota Motor Sales, U.S.A., Inc.
President
(Non-TMC Executive Duties)
President of Toyota Motor Sales, U.S.A., Inc.
President of Toyota Logistics Services, Inc.
Chairman of Quality Port Processors, Inc.
Executive Vice President of Toyota Motor North
America, Inc.
Vice President of Calty Design Research, Inc.
President of TMS Mexico Investment, Inc.
President of Toyota Motor Sales de Mexico, S. de R.L.
de C.V.
President of TMSM Servicios de Mexico, S.A. de C.V.
32 Teruyuki Minoura TMC Director (Toyota Apr. 1967 Joined TMC 6,116
Motor Manufacturing
(10/5/1943) North America, Inc. Jun. 1998 TMC Director
President)
Jun. 1998 Toyota Motor Manufacturing North
America, Inc. President
(Non-TMC Executive Duties)
President of Toyota Motor Manufacturing North America,
Inc.
Executive Vice President of Toyota Motor North
America, Inc.
33 Shuhei Toyoda TMC Director (Toyota Apr. 1977 Joined TMC 122,993
Motor Europe
(6/25/1947) Manufacturing S.A. Jun. 1998 TMC Director
President / Toyota
Motor Europe S.A./ Jun. 2001 TMC Managing Director
N.V. President)
Sep. 2001 TMC Director
Sep. 2001 Toyota Motor Europe Manufacturing S.A.
President
Apr. 2002 Toyota Motor Europe S.A./N.V. President
(Non-TMC Executive Duties)
President of Toyota Motor Europe Manufacturing S.A.
Chairman of Toyota Motor Manufacturing (UK) Ltd.
President of Toyota Motor Europe S.A./N.V.
34 Masatami Takimoto TMC Director Apr. 1970 Joined TMC 5,100
(1/13/1946) Jan. 1993 TMC Vehicle Development Center III
Power Train Engineering Div. III Engine Design Dept.
No.32 General Manager
Jun. 1999 TMC Director
35 Shokichi Yasukawa TMC Director (Global Jun. 1969 Joined TMC 4,034
Strategic Production
(11/25/1946) Planning Div. Jan. 1994 TMC Production Control Div. Project
General Manager) Planning & Management Dept. General Manager
Jun. 1999 TMC Director
36 Tetsuo Hattori TMC Director Apr. 1971 Joined TMC 5,526
(Vehicle Development
(12/2/1946) Center I General Jan. 1994 Vehicle Development Center I Chief
Manager / Shibetsu Engineer
Vehicle Evaluation &
Advanced Engineering Jun. 1999 TMC Director
Div. General
Manager)
37 Hiroaki Yoshida TMC Director Apr. 1970 Joined TMC 5,000
(Corporate IT Div.
(4/9/1947) General Manager) Jan. 1996 Transferred to International Digital
Communication Inc.
Jun. 1999 TMC Director
38 Kiyoshi Nakanishi TMC Director (Power Apr. 1970 Joined TMC 5,000
Train Engineering
(4/2/1945) Div. II General Jan. 1995 TMC Vehicle Development Center II Power
Manager ) Train Engineering Div. II Engine Design Dept. No.21
General Manager
Jun. 2000 TMC Director
39 Yukitoshi Funo TMC Director (The Apr. 1970 Joined Toyota Motor Sales Co., Ltd. 5,248
Americas Operations
(2/1/1947) Center General Jan. 1995 TMC Asia, Oceania & Middle East
Manager) Planning Div. Project General Manager
Jun. 2000 TMC Director
40 Takeshi Suzuki TMC Director Apr. 1970 Joined Toyota Motor Sales Co., Ltd. 5,076
(Finance Div.
(11/18/1947) General Manager) Jan. 1995 TMC Finance Div. General Manager
Jun. 2000 TMC Director
41 Atsushi Niimi TMC Director Apr. 1971 Joined TMC 6,038
(Motomachi Plant /
(7/30/1947) Tsutsumi Plant Jan. 1995 TMC Production Control Div. Project
General Manager) Planning & Management Dept. General Manager
Jun. 2000 TMC Director
42 Akio Toyoda TMC Director (Asia & Apr. 1984 Joined TMC 229,891
China Operations
(5/3/1956) Center General Jan. 2000 Transferred to New United Motor
Manager / Manufacturing, Inc. Gazoo.com Div. Project General
Manager / Domestic Sales Operations Supporting Div.
e-TOYOTA Div. Team for C.S. Creation Dept. Project General Manager
General Manager) Jun. 2000 TMC Director
(Non-TMC Executive Duties)
President of
Gazoo Media Service Co.
Chairman of
Toyota Motor Asia Pacific Pte. Ltd.
Chairman of Toyota Motor (China) Ltd.
Chairman of Toyota Motor Vietnam Co., Ltd.
43 Hajime Wakayama TMC Director (Global Jul. 1969 Joined TMC 8,635
Purchasing Center
(1/27/1946) General Manager / Jan. 1995 TMC Purchasing Planning Div. General
Purchasing Div. Administration Dept. General Manager
General Manager)
Jun. 2001 TMC Director
44 Hiroshi Takada TMC Director Apr. 1969 Joined Toyota Motor Sales Co., Ltd. 4,050
(Toyopet channel
(12/22/1946) Operations Center Jan. 1995 TMC Domestic Advertising/Marketing Div.
General Manager) Project General Manager
Jun. 2001 TMC Director
45 Teiji Tachibana TMC Director ( Apr. 1969 Joined TMC 5,200
Housing Planning
(1/18/1947) Div. General Jan. 1994 TMC Legal Div. General Manager
Manager)
Jun. 2001 TMC Director
46 Shinichi Sasaki TMC Director (Hirose Apr. 1970 Joined TMC 4,010
Plant General
(12/18/1946) Manager) Jan. 1995 Tsutsumi Plant Quality Control Div.
General Manager
Jun. 2001 TMC Director
47 Kazutoshi Minami TMC Director Apr. 1970 Joined TMC 6,800
(Vehicle Development
(1/6/1948) Center III Deputy Jan. 1995 TMC Vehicle Development Center II
General Manager) Vehicle Evaluation & Engineering Div. II General
Manager
Jun. 2001 TMC Director
48 Shin Kanada TMC Director (Public Apr. 1970 Joined TMC 6,578
Affairs Div. General
(1/10/1948) Manager) Jan. 1997 TMC International Public Affairs Div.
Project General Manager
Jun. 2001 TMC Director
49 Hironobu Ono TMC Director Apr. 1971 Joined TMC 5,600
(Electronics
(6/2/1947) Engineering Div. I Jan. 1997 TMC Component & System Development
General Manager) Center Electronics Engineering Div. II Design Dept.
No.22 General Manager
Jun. 2001 TMC Director
50 Akira Okabe TMC Director Apr. 1971 Joined Toyota Motor Sales Co., Ltd. 5,000
(Oceania, Middle
(9/17/1947) East & Southwest Jan. 1997 TMC Oceania, Middle East & Southwest
Asia Operations Asia Div. General Manager
Center General
Manager) Jun. 2001 TMC Director
(Non-TMC Executive Duties)
Chairman of Toyota Kirloskar Motor Ltd.
Chairman of Toyota Techno Park India Private Limited
51 Yoshio Shirai TMC Director Apr. 1973 Joined TMC 5,000
(Vehicle Development
(5/1/1948) Center II General Jan. 1997 TMC Vehicle Development Center II Body
Manager) Engineering Div. II General Manager
Jun. 2001 TMC Director
52 Yoichiro Ichimaru TMC Director Jul. 1971 Joined Toyota Motor Sales Co., Ltd. 5,068
(Corolla channel
(10/10/1948) Operations Center Jan. 1996 TMC Human Resources Development Div.
General Manager) Development Dept. No.1 General Manager
Jun. 2001 TMC Director
53 Shoji Ikawa TMC Director Apr. 1975 Joined TMC 8,736
(Production Control
(9/1/1949) Div. General Jan. 1997 TMC Machines & Tools Engineering Div.
Manager) General Manager
Jun. 2001 TMC Director
54 Masuji Arai TMC Body Assembly Apr. 1970 Joined TMC 8,281
Engineering Div. and
(10/22/1947) Its Production Jan. 1997 TMC Body Assembly Engineering Div.
Engineering Dept. General Manager and Its Project Planning Dept. General
General Manager) Manager
Jun. 1997 TMC Body Assembly Engineering Div. and
Its Project Planning Dept. General Manager
Jan. 1998 TMC Body Assembly Engineering Div.
General Manager
Aug. 1999 TMC Body Assembly Engineering Div. and
Its Technical Administration Dept. General Manager
Jan. 2000 TMC Body Assembly Engineering Div.
General Manager
Mar. 2002 TMC Body Assembly Engineering Div. and
Its Production Engineering Dept. General Manager
55 Koichi Ina TMC Motomachi Plant Apr. 1973 Joined TMC 5,000
Administration Div.
(5/6/1948) and Overseas Jan. 1998 Motomachi Plant Machining Div. General
Production Support manager
Dept. General
Manager Jun. 1998 Motomachi Plant Administration Div. and
Kaizen Promotion Dept. General Manager
Jan. 2001 Motomachi Plant Administration Div. and
Overseas Cooperation Dept. General Manager
Apr. 2001 Motomachi Plant Administration Div. and
Overseas Production Support Dept. General Manager
Jun. 2001 Motomachi Plant Administration Div.,
Overseas Production Support Dept., and Plant Planning
Div. General Manager
Sep. 2001 Motomachi Plant Administration Div. and
Overseas Production Support Dept. General Manager
56 Yoshikazu Amano TMC Corporate IT Apr. 1972 Joined TMC 5,368
Div. General Manager
(3/11/1949) Jan. 1998 TMC Information Systems Development
Div. BPR Promotion Dept. General Manager
Jun. 2000 TMC Corporate IT Div. General Manager
57 Shinichi TMC Toyopet channel Apr. 1972 Joined Toyota Motor Sales Co., Ltd. 5,868
Kawashima Operations Center
Toyopet channel Jan. 1998 TMC Sales Planning Div. I and Its BR
(10/24/1949) Operations Div. Truck Sales Dept. General Manager
General Manager
Jan. 1999 TMC Domestic Sales Operations
Supporting Div. General Manager
Jan. 2001 TMC Toyopet channel Operations Center
Toyopet channel Operations Div. General Manager
58 Kunio Komada TMC Oceania, Middle Apr. 1972 Joined Toyota Motor Sales Co., Ltd. 6,653
East & Southwest
(1/6/1950) Asia Operations Jan. 1998 Oceania, Middle East & Southwest Asia
Center Sales & Div. Middle East & Southwest Asia Dept. General
Marketing Div. Manager
General Manager
Jan. 1999 Oceania, Middle East & Southwest Asia
Div. Middle East & Southwest Asia Dept. General
Manager and Overseas Project Div. II Project General
Manager
Jan. 2000 Oceania, Middle East & Southwest Asia
Operations Center Sales & Marketing Div. Middle East &
Southwest Asia Dept. General Manager
Jun. 2001 Oceania, Middle East & Southwest Asia
Operations Center Sales & Marketing Div. General
Manager
Note: There are no special interests between each nominee and the company.
Proposed Resolution 4: Election of 1 Corporate Auditor
Please elect one new Corporate Auditor. The proposal of this resolution at this
Ordinary General Shareholders' Meeting is being made with the agreement of the
Board of Corporate Auditors.
Following is the nominee
Name (birth date) Main occupation Brief career summary No. of TMC
shares owned
Hiromu Okabe Denso Corporation Apr. 1960 Joined Nippondenso Co., Ltd. none
President and
(5/19/1937) C.E.O. Mar. 1989 Nippondenso Director
Mar. 1995 Nippondenso Senior Managing
Director
Jun. 1996 Nippondenso President
Oct. 1996 The company's name was changed to
Denso Corporation
(Non-TMC Executive Duties)
President and C.E.O. of Denso Corporation
Note1: There are no special interests between the nominee and the company.
Note2: The nominee satisfies the qualifications of outside corporate auditors as
provided in Article 18 Paragraph 1 of 'Special Law of the Commercial Code
Concerning Audit, etc. of Joint Stock Corporation.'
Proposed Resolution 5: Issue of Share Acquisition Rights without Consideration
to Directors and Employees, etc., of Toyota Motor Corporation and its Affiliates
Under the provisions of Articles 280-20 and 280-21 of the Commercial Code, we
ask for authorization to issue share acquisition rights without consideration to
directors and employees, etc., of TMC and its affiliates (i.e., the granting of
stock options) in accordance with the following terms and conditions.
1. Reason for Issue of Share Acquisition Rights without Consideration
TMC will issue rights ('Share Acquisition Rights') to subscribe for or purchase
shares of TMC to directors and employees, etc., of TMC and its affiliates in
order to enhance enthusiasm and raise morale for improving business performance
and thereby contribute to strengthen TMC's international competitiveness.
2. Summary of Terms of Issue of Share Acquisition Rights
(1) Class and Number of Shares to be Issued or Transferred upon Exercise of
Share Acquisition Rights
Up to 2,200,000 shares of common stock of TMC.
If TMC splits or consolidates the shares, the number of shares to be issued or
transferred upon exercise of each Share Acquisition Right shall be adjusted
according to the following formula. However, such adjustment shall be made only
to those shares with respect to the Share Acquisition Rights remaining
unexercised at the relevant time, and any fraction less than one (1) share
arising as a result of such adjustment shall be discarded.
Number of shares after = Number of shares x Ratio of split
adjustment before adjustment (or consolidation)
(2) Total Number of Share Acquisition Rights to be Issued
Up to 22,000 (the number of shares to be issued or transferred upon exercise of
one Share Acquisition Right shall be 100; provided, however, that in case the
number of shares is adjusted pursuant to (1) above, such adjustment shall
prevail.)
(3) Issue Price of Share Acquisition Rights
No consideration shall be paid at the time of issuance of the Share Acquisition
Rights.
(4) Amount to be Paid upon Exercise of Share Acquisition Rights
The amount obtained by multiplying the closing price of the TMC's common stock
in regular trading on the Tokyo Stock Exchange on August 1, 2002 (if there is no
transaction made on that day, then the closing price of the latest date prior to
August 1, 2002 on which a transaction was made) by 1.025, and any fraction less
than one (1) yen arising therefrom shall be rounded up to the nearest one (1)
yen.
If TMC splits or consolidates the shares on or after August 1, 2002, the amount
to be paid shall be adjusted according to the following formula, and any
fraction less than one (1) yen arising therefrom shall be rounded up to the
nearest one (1) yen.
Amount to be paid = Amount to be paid x 1
after adjustment before adjustment
Ratio of split
(or consolidation)
In addition, if new shares are issued or treasury stock is sold at a price below
the market price on or after August 1, 2002, the amount to be paid shall be
adjusted according to the following formula, and any fraction less than one (1)
yen arising therefrom shall be rounded up to the nearest one (1) yen. However,
no adjustment shall be made in case of the exercise of Share Acquisition Rights,
transfer of treasury stock in accordance with a resolution of past Ordinary
General Shareholders' Meetings pursuant to Paragraph 2, Article 210-2 of the
former Commercial Code or exercise of the outstanding rights to subscribe for
new shares.
Amount to be paid Amount to be paid Number of + Number of shares X Amount to be paid
after adjustment before adjustment outstanding newly issued per share
= X shares Share price before issue of new shares
Number of + Number of shares increased by
outstanding shares issue of new shares
'Number of outstanding shares' provided for in the above formula does not
include the number of shares held by TMC as treasury stock.
(5) Exercise Period of the Share Acquisition Rights
From August 1, 2004 to July 31, 2008
(6) Conditions of Exercise of Share Acquisition Rights
(i) Upon voluntary retirement, age limit retirement, employment transfer
or death of a grantee of the Share Acquisition Right, the exercise of such right
will be handled as follows:
- In case of voluntary retirement, age limit retirement or employment
transfer: the rights granted to the grantee will be exercisable for up to 6
months following his/her voluntary retirement, age limit retirement or
employment transfer.
- In case of death: the rights granted to the grantee shall become void at the
time of his/her death.
(ii) Other conditions shall be provided for in the contracts to be executed
between TMC and the grantees of the Share Acquisition Rights pursuant to the
resolution of this Ordinary General Shareholders' Meeting and the resolution of
a meeting of the Board of Directors.
(7) Events and Conditions of Cancellation of Share Acquisition Rights
(i) Share Acquisition Rights may be cancelled without consideration upon
approval by an Ordinary General Shareholders' Meeting of an agendum on a merger
agreement in which TMC is a company to be dissolved, or an agendum on a share
exchange agreement or a share transfer by which TMC will become a wholly-owned
subsidiary.
(ii) TMC may cancel the Share Acquisition Rights without consideration if
the grantee of the Share Acquisition Rights becomes no longer qualified to
exercise such rights pursuant to the provision provided for in (i) or (ii) of
(6) above.
(8) Restriction on Transfer of Share Acquisition Rights
Transfer of Share Acquisition Rights shall be subject to an approval of the
Board of Directors.
Proposed Resolution 6: Repurchase of Shares
In order to improve capital efficiency and to implement flexible capital
policies in accordance with the business environment, we ask for authorization
to repurchase shares of TMC common stock, up to 170 million shares and to a
maximum value of 600 billion yen, based on provisions of Article 210 of the
Commercial Code, with the acquisition to occur between the conclusion of this
Shareholders' Meeting and the conclusion of the next Ordinary General
Shareholders' Meeting.
Proposed Resolution 7: Award of Bonus Payments to Retiring Members of Directors
For the retiring five Directors, following the TMC's standard, bonus of an
amount within the standard will be presented. The actual amount, time of the
presentation and how it is presented, etc., would be decided by the Board of
Directors. The following are the retiring Directors upon the expiration of
their term of office at the conclusion of this Ordinary General Shareholders'
Meeting: Executive Vice President Susumu Miyoshi, Senior Managing Director Koji
Hasegawa, Managing Director Akiyoshi Watanabe, Director Tsutomu Kano and
Director Katsuyuki Kamio.
Name Brief career summary
Susumu Miyoshi Sep. 1994 TMC Director
Jun. 1998 TMC Managing Director
Jun. 1999 TMC Senior Managing Director
Jun. 2001 TMC Executive Vice President
Koji Hasegawa Jun. 1995 TMC Director
Jun. 1999 TMC Managing Director
Jun. 2001 TMC Senior Managing Director
Akiyoshi Watanabe Jun. 1996 TMC Director
Jun. 2001 TMC Managing Director
Tsutomu Kano Jun. 1999 TMC Director
Katsuyuki Kamio Jun. 1999 TMC Director
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