Result of AGM
Toyota Motor Corporation
26 June 2002
(TRANSLATION)
June 26, 2002
To All Shareholders:
Fujio Cho, President
TOYOTA MOTOR CORPORATION
1,Toyota-cho, Toyota city, Aichi Prefecture
Notice of Resolution of FY 2002
Ordinary General Shareholders' Meeting
Dear Shareholder,
We hereby notify you that, at the FY2002 Ordinary General Shareholders' Meeting
of TOYOTA MOTOR CORPORATION ('TMC') held as of today, the meeting agenda have
been reported and resolved as provided below.
Sincerely yours,
Fujio Cho
Reports:
Reports on Business Review, Balance Sheet, and Statement of Income for the
FY2002 term (covering April 1, 2001 through March 31, 2002)
Substance of the above financial statements has been reported.
Resolutions:
Proposed Resolution 1: Approval of Proposed Appropriation of Retained Earnings
for FY 2002
This resolution has been approved and adopted as proposed, to distribute 15 yen
per share to the shareholders for the year-end dividend.
Combined with the interim dividend, this will result in total shareholder
dividends for the fiscal year ended March 31, 2002 of 28 yen per share.
Proposed Resolution 2: Amendment of the Articles of Incorporation
This resolution has been approved and adopted as proposed.
The substance of the amendment appears in pages 5 - 8.
Proposed Resolution 3: Election of 58 Directors due to Term Expiration
This resolution has been approved and adopted as proposed, and 53 persons,
Messrs. Hiroshi Okuda, Iwao Isomura, Kosuke Ikebuchi, Fujio Cho, Noritaka
Shimizu, Yoshio Uesaka, Akhiko Saito, Ryuji Araki, Yoshio Ishizaka, Kosuke
Shiramizu, Katsuaki Watanabe, Kazushi Iwatsuki, Yasuhito Yamauchi, Zenji Yasuda,
Takashi Kamio, Hiroyuki Watanabe, Katsuhiro Nakagawa, Akio Matsubara, Tokuichi
Uranishi, Tsutomu Tomita, Yoshito Kato, Kazuo Okamoto, Shoji Kondo, Kyoji
Sasazu, Mitsuo Kinoshita, Toshio Mizushima, Yasuhiko Fukatsu, Takeshi,
Uchiyamada, Shoichiro Toyoda, Toshiaki Taguchi, Yoshimi Inaba, Teruyuki Minoura,
Shuhei Toyoda, Masatami Takimoto, Shokichi Yasukawa, Tetsuo Hattori, Hiroaki
Yoshida, Kiyoshi Nakanishi, Yukitoshi Funo, Takeshi Suzuki, Atsushi Niimi, Akio
Toyoda, Hajime Wakayama, Hiroshi Takada, Teiji Tachibana, Shinichi Sasaki,
Kazutoshi Minami, Shin Kanada, Hironobu Ono, Akira Okabe, Yoshio Shirai,
Yoichiro Ichimaru and Shoji Ikawa have been reelected and 5 persons, Messrs.
Masuji Arai, Koichi Ina, Yoshikazu Amano, Shinichi Kawashima and Kunio Komada
have been newly elected as Directors, and each has assumed his office.
Proposed Resolution 4: Election of 1 Corporate Auditor
This resolution has been approved and adopted as proposed, and Mr. Hiromu Okabe
has been newly elected as Corporate Auditor, and assumed his office.
Mr. Hiromu Okabe satisfies the qualifications of outside corporate auditor 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
This resolution has been approved and adopted as proposed to issue share
acquisition rights without consideration to directors and employees, etc., of
TMC and its affiliates under the provisions of Article 280-20 and 280-21 of the
Commercial Code (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 before x 1
after adjustment 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 Number of + Number of shares X Amount to be paid
after adjustment paid before outstanding newly issued per share
__________________________________________
= adjustment X shares Share price before issue of new shares
____________________________________________________________
Number of + Number of shares increased
outstanding shares by 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
This resolution has been approved and adopted as proposed, 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, in order to
improve capital efficiency and to implement flexible capital policies in
accordance with the business environment.
Proposed Resolution 7: Award of Bonus Payments to Retiring Members of Directors
This resolution has been approved and adopted as proposed to present bonus,
pursuant to TMC's standard, to the retiring five Directors, Messers. Susumu
Miyoshi, Koji Hasegawa, Akiyoshi Watanabe, Tsutomu Kano and Katsuyuki Kamio
within the standard in order reward their service. The actual amount, time of
the presentation and how it is presented, etc., would be decided by the Board of
Directors.
The content of the amendments to the Article of Incorporation
(Amended parts are underlined.)
Before Amendment After 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 event
-----------------------------------
share shall be fifty (50) yen; provided, however, the Corporation repurchases and cancels any of its
-----------------------------
that, in the event the Corporation repurchases and issued shares, the total number of such authorized
cancels any of its issued shares, the total number of shares shall be reduced by the number of such
such authorized shares shall be reduced by the number repurchased and cancelled shares accordingly.
of such 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 Board (Deleted)
-----------------------------------------------------
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 same interpretation being applicable) of the
Corporation shall be kept at the office of the Corporation shall be kept at the office of the transfer
transfer agent. The registration of the transfer of agent. The registration of the transfer of shares, the
shares, the purchase of shares constituting less than purchase of shares constituting less than one unit
one unit (tan-i) and any other matters related to the (tangen) and any other matters related to the shares
------- --------
shares shall be handled by the transfer agent and not shall be handled by the transfer agent and not by the
by the Corporation. Corporation.
(Share Handling Regulations) (Share Handling Regulations)
Article 7 Article 7
The denomination of the share certificates of the The denomination of the share certificates of the
Corporation, and the procedures for and fees for Corporation and the procedures for, and fees for,
registering the transfer of shares, purchasing shares registering the transfer of shares, purchasing shares
constituting less than one unit (tan-i) and any other constituting less than one unit (tangen) and any other
------- --------
matters relating to the handling of shares shall be matters relating to the handling of shares shall be
subject to the Share Handling Regulations established subject to the Share Handling Regulations established
by the Board of Directors. 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 particular accounting period. With respect to the
from April 1 to the date of the ordinary general shares issued during the period from April 1 to the
meeting of shareholders, the Corporation shall deem date of the ordinary general meeting of shareholders,
any shareholder entered in the final register of the Corporation shall deem any shareholder entered or
--
shareholders as of the date of issue of such shares to recorded in the final register of shareholders as of
--------
be a shareholder entitled to exercise its rights at the date of issue of such shares to be a shareholder
such ordinary general meeting of shareholders. entitled to exercise its rights at such ordinary
general meeting of shareholders.
2. (Omitted) 2. (No changes.)
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 vote 2. Directors shall be elected by a majority
of the shareholders present at the meeting who hold vote of the shareholders present at the meeting who
shares representing in aggregate not less than hold 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 five (5) The Corporation shall have no more than seven (7)
--- ---
Corporate Auditors. 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.
------------------------------------------------- -----------------
(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
shall expire at the closing of the ordinary general expire at the closing of the ordinary general meeting
meeting of shareholders to be held for the last fiscal of shareholders to be held for the last fiscal year of
year of the Corporation ending within three (3) years the Corporation ending within four (4) years after
--------- --------
after their assumption of office. 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.'
----------------------
At the meeting of the Board of Directors held after the conclusion of this
Shareholders' Meeting, the following Directors have been elected as Directors
with special title, and each has assumed his office:
Mr. Hiroshi Okuda as Chairman of the Board, Mr. Iwao Isomura and Mr. Kosuke
Ikebuchi as Vice Chairmen of the Board, Mr. Fujio Cho as President, Messrs.
Noritaka Shimizu, Yoshio Uesaka, Akihiko Saito, Ryuji Araki, Yoshio Ishizaka,
Kosuke Shiramizu, Katsuaki Watanabe and Kazushi Iwatsuki as Executive Vice
Presidents, Messrs. Yasuhito Yamauchi, Zenji Yasuda, Takashi Kamio, Hiroyuki
Watanabe and Katsuhiro Nakagawa as Senior Managing Directors, and Messrs. Akio
Matsubara, Tokuichi Uranishi, Tsutomu Tomita, Yoshito Kato, Kazuo Okamoto, Shoji
Kondo, Kyoji Sasazu, Mitsuo Kinoshita, Teruyuki Minoura, Toshio Mizushima,
Yasuhiko Fukatsu, Takeshi Uchiyamada, Masatami Takimoto and Akio Toyoda as
Managing Directors, and Mr. Shoichiro Toyoda as Honorary Chairman and Director.
In addition, Messrs. Hiroshi Okuda, Chairman of the Board, Iwao Isomura and
Kosuke Ikebuchi, Vice Chairmen of the Board, Fujio Cho, President, Noritaka
Shimizu, Yoshio Uesaka, Akihiko Saito, Ryuji Araki, Yoshio Ishizaka, Kosuke
Shiramizu, Katsuaki Watanabe and Kazushi Iwatsuki, Executive Vice Presidents,
have been elected as Representative Directors, and each assumed his office.
The new formation of the officers of TMC is as follows:
Chairman of the Board Hiroshi Okuda Director Toshiaki Taguchi
Vice Chairman Iwao Isomura Director Yoshimi Inaba
Vice Chairman Kosuke Ikebuchi Director Shuhei Toyoda
President Fujio Cho Director Shokichi Yasukawa
Executive Vice President Noritaka Shimizu Director Tetsuo Hattori
Executive Vice President Yoshio Uesaka Director Hiroaki Yoshida
Executive Vice President Akihiko Saito Director Kiyoshi Nakanishi
Executive Vice President Ryuji Araki Director Yukitoshi Funo
Executive Vice President Yoshio Ishizaka Director Takeshi Suzuki
Executive Vice President Kosuke Shiramizu Director Atsushi Niimi
Executive Vice President Katsuaki Watanabe Director Hajime Wakayama
Executive Vice President Kazushi Iwatsuki Director Hiroshi Takada
Senior Managing Director Yasuhito Yamauchi Director Teiji Tachibana
Senior Managing Director Zenji Yasuda Director Shinichi Sasaki
Senior Managing Director Takashi Kamio Director Kazutoshi Minami
Senior Managing Director Hiroyuki Watanabe Director Shin Kanada
Senior Managing Director Katsuhiro Nakagawa Director Hironobu Ono
Managing Director Akio Matsubara Director Akira Okabe
Managing Director Tokuichi Uranishi Director Yoshio Shirai
Managing Director Tsutomu Tomita Director Yoichiro Ichimaru
Managing Director Yoshito Kato Director Shoji Ikawa
Managing Director Kazuo Okamoto Director Masuji Arai
Managing Director Shoji Kondo Director Koichi Ina
Managing Director Kyoji Sasazu Director Yoshikazu Amano
Managing Director Mitsuo Kinoshita Director Shinichi Kawashima
Managing Director Teruyuki Minoura Director Kunio Komada
Managing Director Toshio Mizushima Full-time Corporate Auditor Terukazu Inoue
Managing Director Yasuhiko Fukatsu Full-time Corporate Auditor Hideaki Miyahara
Managing Director Takeshi Uchiyamada Full-time Corporate Auditor Yoshiaki Muramatsu
Managing Director Masatami Takimoto Corporate Auditor Yoshitoshi Toyoda
Managing Director Akio Toyoda Corporate Auditor Yasutaka Okamura
Honorary Chairman and Corporate Auditor Hiromu Okabe
Director
Shoichiro Toyoda
______________________________________________________________________________________
Mr. Susumu Miyoshi, former Executive Vice President, who retired upon the
expiration of term of office at the close of this Shareholders' Meeting, has
assumed his office as Senior Advisor to the Board.
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