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.