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