Result of AGM

Toyota Motor Corporation 24 June 2005 June 23, 2005 To All Shareholders: President Katsuaki Watanabe TOYOTA MOTOR CORPORATION 1, Toyota-cho, Toyota City, Aichi Prefecture Notice of Resolutions Adopted at FY2005 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 FY2005 Ordinary General Shareholders' Meeting are as below. Report: 1. Reports on the business report, unconsolidated balance sheet and statement of income for the FY2005 term (April 1, 2004 through March 31, 2005) 2. Reports on the consolidated balance sheet and statement of income for the FY2005 term (April 1, 2004 through March 31, 2005) and the report by accounting auditors and board of corporate auditors on the audit results of the consolidated financial statements. Details pertaining to the above 1 and 2 were reported. Resolutions: Proposed Resolution 1: Approval of Proposed Appropriation of Retained Earnings for the FY2005 Term The year-end dividend of 40 yen per share was approved as per the proposed resolution. Combined with the interim dividend, the total shareholder dividend for the fiscal year ended March 31, 2005 will be 65 yen per share. Proposed Resolution 2: Election of 26 Directors Approved as per the proposed resolution. The following 26 persons were elected and have taken up their positions as directors: Hiroshi Okuda, Katsuhiro Nakagawa, Fujio Cho, Katsuaki Watanabe, Tokuichi Uranishi, Kazuo Okamoto, Kyoji Sasazu, Mitsuo Kinoshita, Yoshimi Inaba, Takeshi Uchiyamada, Masatami Takimoto, Akio Toyoda, Tetsuo Hattori, Takeshi Suzuki, Shoichiro Toyoda, Yukitoshi Funo, Atsushi Niimi, Hajime Wakayama, Hiroshi Takada, Teiji Tachibana, Shinichi Sasaki, Shin Kanada, Akira Okabe, Yoshio Shirai, Yoichiro Ichimaru, and Shoji Ikawa. Proposed Resolution 3: Election of 1 Corporate Auditor Approved as per the proposed resolution. Hiromu Okabe was elected and has taken up his position as an auditor. Mr. Hiromu Okabe satisfies the qualifications of an outside corporate auditor as provided in Paragraph 1, Article 18 of the 'Special Law of the Commercial Code Concerning the Audit, etc., of Stock Corporations (Kabushiki-kaisha).' 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 granted without consideration, for the purpose of granting stock options, to directors, managing officers and employees, etc., of 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 gained to repurchase shares of TMC common stock, up to 65 million shares and to a maximum value of 250 billion yen, pursuant to the provisions of Article 210 of the Commercial Code, after the conclusion of this Ordinary General Shareholders' Meeting and until the conclusion of the next Ordinary Shareholders' Meeting. Proposed Resolution 6: Award of Bonus Payments to Retiring Directors Approved as per the proposed resolution. The bonuses paid to retiring 10 directors Kosuke Ikebuchi, Akihiko Saito, Ryuji Araki, Yoshio Ishizaka, Kosuke Shiramizu, Kazushi Iwatsuki, Yasuhito Yamauchi, Takashi Kamio, Hiroyuki Watanabe and Akio Matsubara for their dedicated efforts in the past. The actual amounts and the timing and method of payment, etc. will be determined in accordance with TMC's standards by the Board of Directors. Proposed Resolution 7: Amendment of the Articles of Incorporation (Part 1) Rejected Proposed Resolution 8: Amendment of the Articles of Incorporation (Part 2) Rejected At the conclusion of today's Ordinary General Shareholders' Meeting, a Board of Directors meeting was held where 26 persons were elected as directors with special titles and 48 managing officers were elected and took up their respective positions. Chairman of the Board Hiroshi Okuda, Vice Chairman Fujio Cho, Vice Chairman Katsuhiro Nakagawa, President Katsuaki Watanabe, Executive Vice President Tokuichi Uranishi, Executive Vice President Kazuo Okamoto, Executive Vice President Kyoji Sasazu, Executive Vice President Mitsuo Kinoshita, Executive Vice President Yoshimi Inaba, Executive Vice President Takeshi Uchiyamada, Executive Vice President Masatami Takimoto, and Executive Vice President Akio Toyoda were elected and took up positions as representative directors. The new directors are as follows: Chairman of the Board Hiroshi Okuda Senior Managing Director Hiroshi Takada Vice Chairman Fujio Cho Senior Managing Director Teiji Tachibana Vice Chairman Katsuhiro Nakagawa Senior Managing Director Shinichi Sasaki President Katsuaki Watanabe Senior Managing Director Shin Kanada Executive Vice President Tokuichi Uranishi Senior Managing Director Akira Okabe Executive Vice President Kazuo Okamoto Senior Managing Director Yoshio Shirai Executive Vice President Kyoji Sasazu Senior Managing Director Yoichiro Ichimaru Executive Vice President Mitsuo Kinoshita Senior Managing Director Shoji Ikawa Executive Vice President Yoshimi Inaba Honorary Chairman Shoichiro Toyoda Executive Vice President Takeshi Uchiyamada Full-time Corporate Auditor Hideaki Miyahara Executive Vice President Masatami Takimoto Full-time Corporate Auditor Yoshiro Hayashi Executive Vice President Akio Toyoda Full-time Corporate Auditor Chiaki Yamaguchi Senior Managing Director Tetsuo Hattori Corporate Auditor Yasutaka Okamura Senior Managing Director Yukitoshi Funo Corporate Auditor Hiromu Okabe Senior Managing Director Takeshi Suzuki Corporate Auditor Yoichi Kaya Senior Managing Director Atsushi Niimi Corporate Auditor Tadashi Ishikawa Senior Managing Director Hajime Wakayama Managing Officers Koichi Ina Seiichi Sudo Nobuyoshi Hisada Toshiki Hayama Yoshikazu Amano Yasuhiko Ichihashi Yasumori Ihara Takahiro Iwase Takeshi Yoshida Tadashi Yamashina Mitsuhisa Kato Akihito Tsuji Shinzo Kobuki Takashi Hata Takahiko Ijichi Yoshihiko Masuda Akira Sasaki James E. Press Toshio Furutani Nobuo Kobayashi Hiroshi Kawakami Gary L. Convis Tetsuo Agata Yoshimasa Ishii Hitoshi Nishiyama Alan J. Jones John H. Conomos Tatsuya Kaneko Iwao Nihashi Wahei Hirai Panagiotis Takeshi Shirane J.Athanasopoulos Tadashi Arashiima Tatehito Ueda Senta Morioka Masanao Tomozoe Masamoto Maekawa Takashi Shigematsu Hironobu Inoue Katsunori Itasaka Mamoru Furuhashi Yuzo Ushiyama Kazuhiko Takarada Tokuyuki Takahashi Satoshi Ozawa Yoshikatsu Tanaka Masayuki Nakai Real C. Tanguay At the conclusion of this Ordinary General Shareholders' Meeting, following 7 former directors who have retired upon the expiration of their term of office have taken up their positions as advisors: Former Vice Chairman Kosuke Ikebuchi, Former Executive Vice President Akihiko Saito, Former Executive Vice President Ryuji Araki, Former Executive Vice President Yoshio Ishizaka, Former Executive Vice President Kosuke Shiramizu, Former Executive Vice President Kazushi Iwatsuki, Former Senior Managing Director Takashi Kamio. This information is provided by RNS The company news service from the London Stock Exchange
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