Result of AGM

Toyota Motor Corporation 24 June 2004 June 23, 2004 To All Shareholders: President Fujio Cho TOYOTA MOTOR CORPORATION 1, Toyota-cho, Toyota City, Aichi Prefecture Notice of Resolutions Adopted at FY2004 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 given and resolutions adopted at today's FY2004 Ordinary General Shareholders' Meeting are as below. Report: Reports on business review, unconsolidated balance sheet and statement of income for the FY2004 term (April 1, 2003 through March 31, 2004) Details pertaining to the above financial statements were reported. Resolutions: Proposed Resolution 1: Approval of Proposed Appropriation of Retained Earnings for the FY2004 Term The year-end dividend of 25 yen per share was approved as per the proposed resolution. Combined with the interim dividend, this will result in a total shareholder dividend for the fiscal year ended March 31, 2004 of 45 yen per share. Proposed Resolution 2: Amendment of the Articles of Incorporation Approved as per the proposed resolution. Amendment details can be found on Page 3. Proposed Resolution 3: Election of 27 Directors Approved as per the proposed resolution. The following 27 persons were elected and have taken up their positions as directors: Hiroshi Okuda, Kosuke Ikebuchi, Fujio Cho, Akihiko Saito, Ryuji Araki, Yoshio Ishizaka, Kosuke Shiramizu, Katsuaki Watanabe, Kazushi Iwatsuki, Katsuhiro Nakagawa, Yasuhito Yamauchi, Takashi Kamio, Hiroyuki Watanabe, Akio Matsubara, Tokuichi Uranishi, Kazuo Okamoto, Kyoji Sasazu, Mitsuo Kinoshita, Yoshimi Inaba, Takeshi Uchiyamada, Masatami Takimoto, Akio Toyoda, Shoichiro Toyoda, Tetsuo Hattori, Yukitoshi Funo, Takeshi Suzuki, Atsushi Niimi. Proposed Resolution 4: Issue of Stock Acquisition Rights without Consideration to Directors, Managing Officers and Employees, etc., of Toyota Motor Corporation and its Affiliates Approved as per the proposed resolution. Pursuant to Article 280-20 and Article 280-21 of the Commercial Code, Stock Acquisition Rights shall be issued without consideration, for the purpose of granting stock options, to directors, managing officers and employees, etc., of Toyota Motor Corporation ('TMC') and its affiliates. Proposed Resolution 5: Repurchase of Shares Approved as per the proposed resolution. In order to improve capital efficiency and to implement flexible capital policies in accordance with the business environment, authorization has been granted to repurchase shares of TMC common stock, up to 65 million shares and to a maximum value of 250 billion yen, based on provisions of Article 210 of the Commercial Code, with the acquisition to occur between the conclusion of this Ordinary General Shareholders' Meeting and the conclusion of the next Ordinary General Shareholders' Meeting. Proposed Resolution 6: Award of Bonus Payments to Mr. Iwao Isomura (deceased), Former Representative Director and Vice Chairman, and to Retiring Directors Approved as per the proposed resolution. Award of bonus payments in appropriate amounts shall be made to former Vice Chairman Iwao Isomura (deceased), and to retiring directors Zenji Yasuda, Teruyuki Minoura and Shuhei Toyoda for their dedicated efforts in the past in accordance with TMC's standards. Actual amounts and the timing and method of payments shall be determined by the Board of Directors. Proposed Resolution 7: Proposed Appropriation of Retained Earnings Rejected Proposed Resolution 8: Amendment of the Articles of Incorporation (Part 1) Rejected Proposed Resolution 9: Amendment of the Articles of Incorporation (Part 2) Rejected Amendment Details (Amended parts are underlined.) Current Provisions Proposed Amendment CHAPTER II. SHARES CHAPTER II. SHARES (Repurchase of Shares) _____________________ (Newly established) Article 6 __________ The Company may repurchase its own shares _________________________________________ upon approval by the Board of Directors by resolution _____________________________________________________ in accordance with the provisions of the Commercial ___________________________________________________ Code Article 211-3 Paragraph 1 Item 2. _____________________________________ Articles 6 to 28 Articles 7 to 29 _ __ _ ___ (Omitted) (No change) At the conclusion of today's Ordinary General Shareholders' Meeting, a Board of Directors meeting was held where 25 persons were elected as directors with special titles and 44 managing officers were elected and took up their respective positions. Chairman of the Board Hiroshi Okuda, Vice Chairman Kosuke Ikebuchi, Vice Chairman Katsuhiro Nakagawa, President Fujio Cho, Executive Vice President Akihiko Saito, Executive Vice President Ryuji Araki, Executive Vice President Yoshio Ishizaka, Executive Vice President Kosuke Shiramizu, Executive Vice President Katsuaki Watanabe, and Executive Vice President Kazushi Iwatsuki were elected and took up positions as representative directors. The new directors and managing officers are as follows: Chairman of the Board Hiroshi Okuda Senior Managing Director Mitsuo Kinoshita Vice Chairman Kosuke Ikebuchi Senior Managing Director Yoshimi Inaba Vice Chairman Katsuhiro Nakagawa Senior Managing Director Takeshi Uchiyamada President Fujio Cho Senior Managing Director Masatami Takimoto Executive Vice President Akihiko Saito Senior Managing Director Akio Toyoda Executive Vice President Ryuji Araki Senior Managing Director Tetsuo Hattori Executive Vice President Yoshio Ishizaka Senior Managing Director Takeshi Suzuki Executive Vice President Kosuke Shiramizu Honorary Chairman Shoichiro Toyoda Executive Vice President Katsuaki Watanabe Director (with Senior Managing Yukitoshi Funo Director status) Executive Vice President Kazushi Iwatsuki Director (with Senior Managing Atsushi Niimi Director status) Senior Managing Director Yasuhito Yamauchi Full-time Corporate Auditor Hideaki Miyahara Senior Managing Director Takashi Kamio Full-time Corporate Auditor Yoshiro Hayashi Senior Managing Director Hiroyuki Watanabe Full-time Corporate Auditor Chiaki Yamaguchi Senior Managing Director Akio Matsubara Corporate Auditor Yasutaka Okamura Senior Managing Director Tokuichi Uranishi Corporate Auditor Hiromu Okabe Senior Managing Director Kazuo Okamoto Corporate Auditor Yoichi Kaya Senior Managing Director Kyoji Sasazu Corporate Auditor Tadashi Ishikawa Managing Officers Hajime Wakayama Yoshikazu Amano Mamoru Furuhashi Takashi Shigematsu Hiroshi Takada Shinichi Kawashima Satoshi Ozawa Yuzo Ushiyama Teiji Tachibana Kunio Komada Seiichi Sudo Yoshikatsu Tanaka Shinichi Sasaki Akira Sasaki Yasuhiko Ichihashi Nobuyoshi Hisada Shin Kanada Takeshi Yoshida Tadashi Yamashina Yasumori Ihara Akira Okabe Hiroshi Kawakami Takashi Hata Mitsuhisa Kato Yoshio Shirai Hitoshi Nishiyama James E. Press Takahiko Ijichi Yoichiro Ichimaru Iwao Nihashi Gary L. Convis Toshio Furutani Shoji Ikawa Shinzo Kobuki Alan J. Jones Tetsuo Agata Masuji Arai Tadashi Arashima Wahei Hirai John H.Conomos Koichi Ina Masamoto Maekawa Tatehito Ueda Panagiotis J.Athanasopoulos This information is provided by RNS The company news service from the London Stock Exchange
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