Voting Results of General Shareholders' Meeting

RNS Number : 1714C

Toyota Motor Corporation

17 June 2021

 

(Reference Translation)

Cover Page

Document Name:	Extraordinary Report
Filed with:	The Director General of the Kanto Local Finance Bureau
Filing Date:	June 17, 2021
Corporate Name:	Toyota Motor Corporation
Name and Title of Representative:	Akio Toyoda, President
Location of Head Office:	1 Toyota-cho, Toyota City, Aichi Prefecture
Telephone Number:	(0565)28-2121
Name of Contact Person:	Masayoshi Hachisuka, General Manager, Capital Strategy Dept.
Nearest Contact Location:	4-18, Koraku 1-chome, Bunkyo-ku, Tokyo
Telephone Number:	[phone]
Name of Contact Person:	Ryo Sakai, General Manager, Public Affairs Div.
Places of Public Inspection of the Extraordinary Report:	Tokyo Stock Exchange, Inc. (2-1, Nihonbashi Kabuto-cho, Chuo-ku, Tokyo) Nagoya Stock Exchange, Inc. (8-20, Sakae 3-chome, Naka-ku, Nagoya)

1.  Reason for Filing

Toyota Motor Corporation (gTMCh) is filing this Extraordinary Report pursuant to Article 24-5, Paragraph 4 of the Financial Instruments and Exchange Law and Article 19, Paragraph 2, Item 9-2 of the Cabinet Office Ordinance relating to the Disclosure of Corporate Affairs, Etc. to report the approval of resolutions at the 117th Ordinary General Shareholdersf Meeting (the gGeneral Shareholdersf Meetingh) of TMC.

2.  Description of Report

(1)  Date on which the General Shareholdersf Meeting was held:

June 16, 2021

(2)  Details of the proposed resolutions voted on at the General Shareholdersf Meeting:

Proposed Resolution 1:  Election of 9 Members of the Board of Directors

  It was proposed that the following 9 persons be elected as Members of the Board of Directors:
Takeshi Uchiyamada, Shigeru Hayakawa, Akio Toyoda, Koji Kobayashi, James Kuffner, Kenta Kon ,
Ikuro Sugawara, Sir Philip Craven and Teiko Kudo.

Proposed Resolution 2:  Election of 1 Substitute Audit & Supervisory Board Member

It was proposed that Ryuji Sakai be elected as a substitute Audit & Supervisory Board Member.

Proposed Resolution 3:  Partial Amendments to the Articles of Incorporation

TMC cancelled all of its Model AA Class Shares on April 3, 2021.   Therefore, TMC deleted corresponding provisions and made other necessary amendments.

(3)  Number of gaffirmative votes,h gnegative votesh or gabstentionsh in respect of the resolutions described above, requirements for the approval of such resolutions and results of voting:

(Proposed by TMC)

Resolutions	Number of affirmative votes	Number of negative votes	Number of abstentions	Number of voting rights held by shareholders present at the meeting	Results of voting
					Ratio of affirmative votes (%)	Approved/ Disapproved
Proposed Resolution 1
Takeshi Uchiyamada	23,034,056	1,376,990	36,865	24,500,768	94.01	Approved
Shigeru Hayakawa	23,875,548	555,489	16,888	24,500,782	97.44	Approved
Akio Toyoda	23,944,387	466,647	36,885	24,500,776	97.72	Approved
Koji Kobayashi	23,871,363	559,562	16,999	24,500,781	97.43	Approved
James Kuffner	23,902,095	528,961	16,870	24,500,783	97.55	Approved
Kenta Kon	23,867,071	563,961	16,893	24,500,782	97.41	Approved
Ikuro Sugawara	24,421,920	23,692	2,317	24,500,786	99.67	Approved
Sir Philip Craven	23,700,465	745,128	2,324	24,500,774	96.73	Approved
Teiko Kudo	23,264,680	1,180,922	2,309	24,500,768	94.95	Approved
Proposed Resolution 2	22,103,800	2,341,526	2,324	24,500,789	90.21	Approved
Proposed Resolution 3	24,438,836	8,296	733	24,500,788	99.74	Approved

Note: 1.  gNumber of affirmative votesh, gNumber of negative votesh and gNumber of abstentionsh include the aggregate affirmative votes, negative votes and abstentions, respectively, exercised in writing or by means of electronic transmission as well as affirmative votes and negative votes, respectively, exercised by shareholders present at the General Shareholdersf Meeting.

  2.  gNumber of voting rights held by shareholders present at the meetingh is the aggregate number of voting rights exercised in writing or by means of electronic transmission and the number of voting rights held by all  shareholders present at the General Shareholdersf Meeting.

  3.  The requirements for approval of each resolution are as follows:
For Proposed Resolutions 1 and 2, a majority vote of the shareholders present at the General Shareholdersf Meeting who hold shares representing in aggregate not less than one-third (1/3) of the voting rights of all shareholders who are entitled to vote.
For Proposed Resolutions 3, not less than two-thirds (2/3) of the votes of the shareholders present at the General Shareholdersf Meeting who hold shares representing in aggregate not less than one-third (1/3) of the voting rights of all shareholders who are entitled to vote.

In addition, each number of voting rights held by shareholders present at the meeting includes the number of voting rights exercised in writing or by means of electronic transmission.

(4)  Reasons for not including certain voting rights held by shareholders present at the meeting in the number of voting rights:

  The number of voting rights exercised prior to the General Shareholdersf Meeting, together with the number of voting rights which were confirmed as being cast as affirmative votes or negative votes with respect to each of the proposed resolutions by certain shareholders present at the General Shareholdersf Meeting, were sufficient to meet the requirements to approve all of the proposed resolutions.  Accordingly, voting rights which were held by shareholders present at the General Shareholdersf Meeting but with respect to which it could not be determined whether affirmative votes or negative votes were cast with respect to each proposed resolution were not counted towards the number of voting rights.

 

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