Result of AGM

Toyota Motor Corporation 26 June 2003 (TRANSLATION) June 26, 2003 Fujio Cho, President TOYOTA MOTOR CORPORATION 1,Toyota-cho, Toyota city, Aichi Prefecture Notice of Resolution of FY2003 Ordinary General Shareholders' Meeting Dear Shareholder, We hereby notify you that, at the FY2003 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 Report: Reports on business review, balance sheet, and statement of income for the FY2003 term (covering April 1, 2002 through March 31, 2003) Substance of the above financial statements has been reported. Resolutions: Proposed Resolution 1: Approval of Proposed Appropriation of Retained Earnings for FY2003 This resolution has been approved and adopted as proposed, to distribute 20 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, 2003 of 36 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 4 and 5. Proposed Resolution 3: Election of 27 Directors This resolution has been approved and adopted as proposed, and 27 persons, Messrs. Hiroshi Okuda, Iwao Isomura, Kosuke Ikebuchi, Fujio Cho, Akihiko 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, Kazuo Okamoto, Kyoji Sasazu, Mitsuo Kinoshita, Teruyuki Minoura, Takeshi Uchiyamada, Masatami Takimoto, Akio Toyoda, Shoichiro Toyoda, Yoshimi Inaba and Shuhei Toyoda have been elected as Directors, and each has assumed his office. Proposed Resolution 4: Election of 6 Corporate Auditors This resolution has been approved and adopted as proposed, and Messrs. Hideaki Miyahara, Yasutaka Okamura, Yoichi Kaya, Tadashi Ishikawa, Yoshiro Hayashi and Chiaki Yamaguchi have been elected as Corporate Auditors, and each has assumed his office. Messrs. Yasutaka Okamura, Yoichi Kaya and Tadashi Ishikawa satisfy the qualifications of outside corporate auditor as provided in Article 18 Paragraph 1 of the 'Special Law of the Commercial Code Concerning Audit, etc. of Joint Stock Corporation.' Proposed Resolution 5: Issue of Stock Acquisition Rights without Consideration to Directors, Managing Officers and Employees, etc., of Toyota Motor Corporation and its Affiliates This resolution has been approved and adopted as proposed to issue stock acquisition rights without consideration to directors, managing officers and employees, etc., of TMC and its affiliates under the provisions of Articles 280-20 and 280-21 of the Commercial Code (i.e., the granting of stock options). Proposed Resolution 6: Amendment to the Conditions of Exercise of the Rights of Stock Options Due to the Introduction of the New Management System This resolution has been approved and adopted as proposed, as measures in conjunction with the introduction of the New Management System to make partial amendment to the Proposed Resolution 5 of FY2000 Ordinary General Shareholders' Meeting on June 28, 2000, Proposed Resolution 4 of FY 2001 Ordinary General Shareholders' Meeting on June 27, 2001 and Proposed Resolution 5 of FY2002 Ordinary General Shareholders' Meeting on June 26, 2002. Proposed Resolution 7: Repurchase of Shares This resolution has been approved and adopted as proposed, to repurchase shares of TMC common stock, up to 150 million shares and to a maximum value of 400 billion yen, based on provisions of Article 210 of the Commercial Code, with the acquisition to occur between the conclusion of this General 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 8: Award of Bonus Payments to Retiring Directors and Corporate Auditors This resolution has been approved and adopted as proposed to present bonus, pursuant to TMC's standard, to the retiring 31 Directors; Messrs. Noritaka Shimizu, Yoshio Uesaka, Tsutomu Tomita, Yoshito Kato, Shoji Kondo, Toshio Mizushima, Yasuhiko Fukatsu, Toshiaki Taguchi, Shokichi Yasukawa, Tetsuo Hattori, Hiroaki Yoshida, Kiyoshi Nakanishi, Yukitoshi Funo, Takeshi Suzuki, Atsushi Niimi, Hajime Wakayama, Hiroshi Takada, Teiji Tachibana, Shinichi Sasaki, Kazutoshi Minami, Shin Kanada, Hironobu Ono, Akira Okabe, Yoshio Shirai, Yoichiro Ichimaru, Shoji Ikawa, Masuji Arai, Koichi Ina, Yoshikazu Amano, Shinichi Kawashima and Kunio Komada, and three Corporate Auditors; Messrs. Terukazu Inoue, Yoshiaki Muramatsu and Yoshitoshi Toyoda within the standard in order to reward their service. The actual amount, time of the presentation and how it is presented, etc., would be decided by the Board of Directors and the Board of Corporate Auditors respectively. Proposed Resolution 9: Proposed Appropriation of Retained Earnings This resolution has been rejected. Proposed Resolution 10: Amendment of the Articles of Incorporation (Part 1) This resolution has been rejected. Proposed Resolution 11: Amendment of the Articles of Incorporation (Part 2) This resolution has been rejected. The content of the amendments to the Articles of Incorporation (Amended parts are underlined.) Current Provisions Proposed Amendment CHAPTER II. SHARES CHAPTER II. SHARES (Transfer Agent) (Transfer Agent) Article 6 Article 6 1. (Omitted) 1. (No change) 2 (Omitted) 2. (No change) 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) (and the register Corporation shall be kept at the office of the of lost stock certificates) shall be kept at the office transfer agent. The registration of the transfer of of the transfer agent. The registration of the shares, the purchase of shares constituting less than transfer of shares, the purchase of shares constituting one unit (tangen) and any other matters related to the less than one unit (tangen) and any other matters shares shall be handled by the transfer agent and not related to the shares shall be handed by the transfer by the Corporation. agent and not by the Corporation. CHAPTER III. GENERAL MEETINGS OF SHAREHOLDERS CHAPTER III. GENERAL MEETINGS OF SHAREHOLDERS (Resolutions) (Resolutions) Article 10 Article 10 1. (Omitted) 1. (No change) (2.) (Newly established) (2. Special resolutions as specified by Article 343 of the Commercial Code shall be passed by not less than two-thirds of the voting rights held by the attending shareholders who hold not less than one-third of the voting rights of all shareholders.) CHAPTER IV. DIRECTORS AND BOARD OF DIRECTORS CHAPTER IV. DIRECTORS AND BOARD OF DIRECTORS (Number of Directors) (Number of Directors) Article 13 Article 13 The Corporation shall have no more than The Corporation shall have no more than (sixty (60)) Directors. (thirty (30)) Directors. (Term of Office of Directors) (Term of Office of Directors) Article 15 Article 15 1. The term of office of Directors shall expire 1. The term of office of Directors shall expire at the closing of the ordinary general meeting of at the closing of the ordinary general meeting of shareholders to be held for the last fiscal year of shareholders to be held for the last fiscal year of the the Corporation ending within (two (2)) years after Corporation ending within (one (1) year) after their their assumption of office. assumption of office. 2. (Omitted) 2. (No change) (Representative Directors and Executive Directors) (Representative Directors and Executive Directors) Article 16 Article 16 1. (Omitted) 1. (No change) 2. The Corporation may, by a resolution of the 2. The Corporation may, by a resolution of the Board of Directors, appoint one Chairman of the Board, Board of Directors, appoint one Chairman of the Board, one President and one or more Vice Chairmen of the one President and one or more Vice Chairmen of the Board, Executive Vice Presidents, Senior Managing Board, Executive Vice Presidents (and) Senior Managing Directors (and Managing Directors). Directors. At the meeting of the Board of Directors held after the close of this Shareholders' Meeting, 26 Directors have been elected as Directors with special title, 39 Directors have been elected as Managing Officers, and each has assumed his office. In addition, Messrs. Hiroshi Okuda, Chairman of the Board, Iwao Isomura and Kosuke Ikebuchi, Vice Chairmen of the Board, Fujio Cho, President, Akihiko Saito, Ryuji Araki, Yoshio Ishizaka, Kosuke Shiramizu, Katsuaki Watanabe, Kazushi Iwatsuki and Katsuhiro Nakagawa, 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 Senior Managing Director Kazuo Okamoto Vice Chairman Iwao Isomura Senior Managing Director Kyoji Sasazu Vice Chairman Kosuke Ikebuchi Senior Managing Director Mitsuo Kinoshita President Fujio Cho Senior Managing Director Yoshimi Inaba Executive Vice President Akihiko Saito Senior Managing Director Teruyuki Minoura Executive Vice President Ryuji Araki Senior Managing Director Takeshi Uchiyamada Executive Vice President Yoshio Ishizaka Senior Managing Director Masatami Takimoto Executive Vice President Kosuke Shiramizu Senior Managing Director Akio Toyoda Executive Vice President Katsuaki Watanabe Honorary Chairman and Shoichiro Toyoda Director Executive Vice President Kazushi Iwatsuki Director (treated equally Shuhei Toyoda as Senior Managing Director) Executive Vice President Katsuhiro Nakagawa Full-time Corporate Auditor Hideaki Miyahara Senior Managing Director Yasuhito Yamauchi Full-time Corporate Auditor Yoshiro Hayashi Senior Managing Director Zenji Yasuda Full-time Corporate Auditor Chiaki Yamaguchi Senior Managing Director Takashi Kamio Corporate Auditor Yasutaka Okamura Senior Managing Director Hiroyuki Watanabe Corporate Auditor Hiromu Okabe Senior Managing Director Akio Matsubara Corporate Auditor Yoichi Kaya Senior Managing Director Tokuichi Uranishi Corporate Auditor Tadashi Ishikawa (Managing Officers) Shokichi Yasukawa Shinichi Sasaki Shinichi Kawashima Mamoru Furuhashi Tetsuo Hattori Shin Kanada Kunio Komada Satoshi Ozawa Hiroaki Yoshida Hironobu Ono Akira Sasaki Seiichi Sudo Kiyoshi Nakanishi Akira Okabe Takeshi Yoshida Yasuhiko Ichihashi Yukitoshi Funo Yoshio Shirai Hiroshi Kawakami Tadashi Yamashina Takeshi Suzuki Yoichiro Ichimaru Hitoshi Nishiyama Takashi Hata Atsushi Niimi Shoji Ikawa Iwao Nihashi James E. Press Hajime Wakayama Masuji Arai Shinzo Kobuki Gary L. Convis Hiroshi Takada Koichi Ina Tadashi Arashima Alain J. Jones Teiji Tachibana Yoshikazu Amano Masamoto Maekawa ______________________________________________________________________________________ Each of Messrs. Noritaka Shimizu, Yoshio Uesaka and Toshiaki Taguchi, former Executive Vice Presidents, 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. This information is provided by RNS The company news service from the London Stock Exchange
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