Result of Meeting

Toyota Motor Corporation 27 June 2001 To All Shareholders: June 27, 2001 Fujio Cho, President TOYOTA MOTOR CORPORATION 1, Toyota-cho, Toyota City, Aichi Prefecture Notice of Resolution of FY 2001 Ordinary General Shareholders' Meeting Dear Shareholder, We hereby notify you that, at the FY 2001 Ordinary General Shareholders' Meeting of TOYOTA MOTOR CORPORATION ('TMC') held as of today, the meeting agenda have been reported and resolved as provided below. Fujio Cho Reports: (1) Report on Business Review, balance sheet, and statement of income for the FY2001 term (covering April 1, 2000 through March 31, 2001) Substance of the above financial statements has been reported. (2) Report on share repurchases under the provisions of Article 3 of the Law for Special Exceptions to the Commercial Code Concerning Procedures of Cancellation of Shares. Substance of the results of the above repurchase of shares has been reported. Resolutions: Proposed Resolution 1: Approval of Proposed Appropriation of Retained Earnings This resolution has been approved and adopted as proposed, to distribute 14 yen per share to the shareholders for the year-end dividend. Combined with the interim dividend, this will result in total shareholder dividend for the fiscal year ended March 31, 2001 of 25 yen per share. Proposed Resolution 2: Election of 12 Directors This resolution has been approved and adopted as proposed, and 12 persons, Messrs. Katsuhiro Nakagawa, 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 newly elected as Directors, and each has assumed his office. Proposed Resolution 3: Election of 1 Corporate Auditor This resolution has been approved and adopted as proposed, and Mr. Yoshiaki Muramatsu has been newly elected as Corporate Auditor, and assumed his office. Proposed Resolution 4: Repurchase of Shares to be Transferred to TMC Directors and Employees This resolution has been approved and adopted as proposed, to repurchase 1,500,000 shares of TMC par value shares of common stock, up to a maximum value of 7.5 billion yen, to be transferred to our Directors and employees as described below, in order to make the Directors and employees more interested in and determined to improve TMC'S performance, and to enhance our international competitiveness, pursuant to the provisions of Article 210-2, Paragraph 1 of the Commercial Code, with such repurchase to take place between the conclusion of this Shareholders' Meeting and the conclusion of the next Ordinary General Shareholders' Meeting. (Summary of Share Transfer Provisions) (1) Recipients All of the 58 directors and 432 employees among those who are qualified for the position of Senior General Manager or Senior Grade 1 (see Note below) at the time of conclusion of this Shareholders' Meeting (provided that, it shall be subject to his/her holding of the position of the Director of TMC, or qualification for the position of the Senior General Manager or Senior Grade 1 on the day the options are granted). Note:'Senior General Manager' is the highest rank for employees; 'Senior Grade 1' is the second highest rank for employees (and equivalent to General Manager). (2) Type of shares to be transferred TMC par value shares of common stock (3) Number of shares to be transferred A maximum of 1,500,000 shares in total will be transferred to those recipients set out in (1) above. A maximum number and a minimum number of shares to be transferred to one Director are 15,000 and 5,000, respectively. The number of shares to be transferred to one employee is 2,000 shares. (4) Transfer price The closing price on the Tokyo Stock Exchange on the date of grant of options (if no transaction is made on that day, the closing price of the latest date prior to such day on which a transaction was made) multiplied by 1.025. However, fractional values of less than one yen shall be rounded upward to the nearest whole yen. The transfer price shall be adjusted according to the following formula in the event of stock splits or new share issuance at a value below the market price, with fractional yen values rounded up to the nearest whole yen. Newly issued Amount to be Number of shares issued shares x paid per share Pre-adjustment and outstanding + _______________________________________ transfer value x Share price before split or new issue _______________________________________________________________ Number of shares issued Number of additional shares to be and outstanding + issued through stock split or new issue (5) Date of grant of options August 1, 2001 (6) Period of the exercise of options Four years from the date of the grant of options (7) Conditions on exercise of options (7-1) In case of Directors' retirement, employees' mandatory retirement, employment transfer, or death of the recipients set out in (1) above will be handled as follows: - Directors' retirement, employees' mandatory retirement, or employment transfer: The options granted to the recipients may be exercised within six months from such event. - Death: The options granted to the recipients shall become void at the time of his/her death. (7-2) Other conditions relating to the exercise of options shall be provided in the contracts to be executed between TMC and the recipients provided in (1) above pursuant to the resolution of this Shareholders' Meeting and the resolution of the meeting of the Board of Directors. Proposed Resolution 5: Award of Bonus Payments to Retiring Members of Directors and Corporate Auditor This resolution has been approved and adopted as proposed, to reward service of the retiring ten Directors, Messrs. Kosuke Yamamoto, Shinichi Kato, Tadaaki Jagawa, Hiroaki Kazaoka, Masanao Motonami, Koichiro Noguchi, Seihachi Takahashi, Norio Sato, Akio Kamiya, Shinro Iwatsuki and the retiring Corporate Auditor, Mr. Hiroyuki loku, pursuant to TMC'S standard concerning the award for retirement bonus payment. The actual amount, timing of the presentation and how it is presented to the retiring Members of Directors and Corporate Directors and Corporate Auditors, is to be decided by the Board of Directors and through a consultation among the Corporate Auditors, respectively. 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. Kosuke Ikebuchi as Vice Chairman of the Board, Messrs. Yoshio Uesaka, Akihiko Saito, Ryuji Araki, Yoshio Ishizaka, Kosuke Shiramizu, Katsuaki Watanabe, Susumu Miyoshi and Kazushi Iwatsuki as Executive Vice Presidents, Messrs. Koji Hasegawa, Yasuhito Yamauchi, Zenji Yasuda, Takashi Kamio and Hiroyuki Watanabe as Senior Managing Directors, and Messrs. Katsuhiro Nakagawa, Akio Matsubara, Tokuichi Uranishi, Akiyoshi Watanabe, Tsutomu Tomita, Yoshito Kato, Kazuo Okamoto, Shoji Kondo, Kyoji Sasazu, Mitsuo Kinoshita, Toshio Mizushima, Yasuhiko Fukatsu, Takeshi Uchiyamada and Shuhei Toyoda as Managing Directors. In addition, each of the three former Executive Vice Presidents, Messers. Kosuke Yamamoto, Shinichi Kato and Tadaaki Jagawa, who resigned from the office of Executive Vice President at the close of this Shareholders' Meeting, has assumed his office as Senior Advisor to the Board.
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