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