Resolutions of AGM

RNS Number : 4871X

Toyota Motor Corporation

25 June 2008

 



(Securities Code 7203)

June 24, 2008

To All Shareholders:

President Katsuaki Watanabe

TOYOTA MOTOR CORPORATION

1, Toyota-cho, Toyota City, Aichi Prefecture

Notice of Resolutions Adopted at FY2008 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 made and resolutions adopted at the FY2008 Ordinary General Shareholders' Meeting (the 'General Shareholders' Meeting') today are as follows:

Reports:

Reports on business review, unconsolidated and consolidated financial statements for FY2008 (April 1, 2007 through March 31, 2008) and report by Independent Auditor and the board of Corporate Auditors on the audit results of the consolidated financial statements for FY2008.

Details pertaining to the above were reported.

Resolutions:

     Proposed Resolution 1:    Distribution of Surplus

                                               Payment of a year-end dividend of 75 yen per share was approved as       

                                               proposed.  

                                               The total amount of the annual dividends for the fiscal year ended March 31,

                                               2008 will be 140 yen per share combined with the interim dividend.

     Proposed Resolution 2:    Election of 30 Directors

Approved as proposed. The following 30 persons were elected and have assumed their positions as directors:
Fujio Cho, Katsuhiro Nakagawa, Katsuaki Watanabe, Kazuo Okamoto, Kyoji Sasazu, Mitsuo Kinoshita, Takeshi Uchiyamada, Masatami Takimoto, Akio Toyoda, Yukitoshi Funo, Atsushi Niimi, Hiroshi Takada, Teiji Tachibana, Shinichi Sasaki, Akira Okabe, Yoichiro Ichimaru, Shoji Ikawa, Koichi Ina, Shinzo Kobuki, Akira Sasaki, Tadashi Arashima, Mamoru Furuhashi, Satoshi Ozawa, Shoichiro Toyoda, Hiroshi Okuda, Iwao Nihashi, Yasuhiko

Ichihashi, Tadashi Yamashina, Takahiko Ijichi, and Tetsuo Agata.

     Proposed Resolution 3:    Issuance of Stock Acquisition Rights for the Purpose of Granting Stock Options

Approved as proposed. Pursuant to Articles 236, 238 and 239 of the Corporation Act of Japan, Stock Acquisition Rights shall be granted without consideration to Directors, Managing Officers, employees, and other persons in similar positions at Toyota Motor Corporation ('TMC') and its affiliates, and determination of the terms and conditions of the offering of such rights shall be delegated to the Board of Directors.

Stock acquisition rights granted to Directors of TMC without consideration constitute remuneration other than cash of indeterminate value to Directors.  Consequently, the calculation method to determine the value of the Stock Acquisition Rights to be allotted to the Directors as remuneration was also approved.

     Proposed Resolution 4:    Acquisition of Own Shares

Approved as proposed. In order to improve capital efficiency and to implement flexible capital policies tailored to the business environment, the authority was granted to acquire shares of common stock of TMC up to a maximum of 30 million shares and to a maximum value of 200 billion yen, pursuant to the provisions of Article 156 of the Corporation Act of Japan, during the one-year period from the day immediately following the close of the General Shareholders' Meeting.

     Proposed Resolution 5:    Payment of the Final Retirement Bonus to Corporate Auditors Due to the 

                                               Abolishment of the Retirement Bonus System for Corporate Auditors

Approved as proposed.  In conjunction with the abolishment of the retirement bonus system for Corporate Auditors, the 7 Corporate Auditors currently in office shall be paid a final bonus within a range of appropriate amounts, to be determined in accordance with standards adopted by TMC, for their service through to the conclusion of this General Shareholders' Meeting.  The amounts and method of payment, etc. shall be determined by consultation among the Corporate Auditors.  Payment shall be made at the time of retirement of each Corporate Auditor.

     Proposed Resolution 6:    Revision to the Amount of Remuneration to be paid to Corporate Auditors

The proposal to increase the amount of remuneration to be paid to Corporate Auditors to a total amount of 30 million yen per month was approved as proposed.

     Proposed Resolution 7:    Payment of Executive Bonuses

Payment of executive bonuses of a total amount of 1,066,500,000 yen (1,002,000,000 yen for Directors and 64,500,000 yen for Corporate Auditors) was approved as proposed.

  At the Board of Directors meeting held today after the conclusion of the General Shareholders' Meeting, 30 persons were elected as directors with special titles and assumed their respective positions.

Chairman of the Board Fujio Cho, Vice Chairmen Katsuhiro Nakagawa and Kazuo Okamoto, President Katsuaki Watanabe, Executive Vice Presidents Kyoji Sasazu, Mitsuo Kinoshita, Takeshi Uchiyamada, Masatami Takimoto, and Akio Toyoda were elected and assumed their positions as representative directors.

In addition, at the Board of Directors meeting held after the conclusion of the General Shareholders' Meeting, 50 managing officers were also elected and assumed their respective positions.

The new directors are as follows:

Chairman of the Board	Fujio Cho		Senior Managing Director	Akira Sasaki
Vice Chairman	Katsuhiro Nakagawa		Senior Managing Director	Tadashi Arashima
Vice Chairman	Kazuo Okamoto		Senior Managing Director	Mamoru Furuhashi
President	Katsuaki Watanabe		Senior Managing Director	Satoshi Ozawa
Executive Vice President	Kyoji Sasazu		Senior Managing Director	Iwao Nihashi
Executive Vice President	Mitsuo Kinoshita		Senior Managing Director	Yasuhiko Ichihashi
Executive Vice President	Takeshi Uchiyamada		Senior Managing Director	Tadashi Yamashina
Executive Vice President	Masatami Takimoto		Senior Managing Director	Takahiko Ijichi
Executive Vice President	Akio Toyoda		Senior Managing Director	Tetsuo Agata
Senior Managing Director	Yukitoshi Funo		Honorary Chairman	Shoichiro Toyoda
Senior Managing Director	Atsushi Niimi		Senior Advisor	Hiroshi Okuda
Senior Managing Director	Hiroshi Takada		Full-time Corporate Auditor	Yoshikazu Amano
Senior Managing Director	Teiji Tachibana		Full-time Corporate Auditor	Chiaki Yamaguchi
Senior Managing Director	Shinichi Sasaki		Full-time Corporate Auditor	Masaki Nakatsugawa
Senior Managing Director	Akira Okabe		Corporate Auditor	Yoichi Kaya
Senior Managing Director	Yoichiro Ichimaru		Corporate Auditor	Yoichi Morishita
Senior Managing Director	Shoji Ikawa		Corporate Auditor	Akishige Okada
Senior Managing Director	Koichi Ina		Corporate Auditor	Kunihiro Matsuo
Senior Managing Director	Shinzo Kobuki

Managing Officers

Takashi Hata		Tatsuya Kaneko		Thierry Dombreval		Koei Saga
Wahei Hirai		Takeshi Shirane		Shigeki Suzuki		Naofumi Masuda
Tatehito Ueda		Masanao Tomozoe		Katsutada Masumoto		Shigeki Terashi
Takashi Shigematsu		Katsunori Itasaka		Yasushi Kohara		Takuo Matsui
Yuzo Ushiyama		Tokuyuki Takahashi		Shigeru Hayakawa		Norihiko Arai
Toshio Furutani		Real C. Tanguay		Hisayuki Inoue		Mitsuru Takada
Senta Morioka		Ryoichi Sasaki		Hiroji Onishi		Soichiro Okudaira
Masayuki Nakai		Seiho Kawakami		Keiji Masui		Hiroyuki Ochiai
Toshiki Hayama		Yasuhiko Yokoi		Kenji Miura		Yasuo Kawada
Takahiro Iwase		Takahiro Fujioka		Kiyotaka Ise		Naoki Miyazaki
Akihito Tsuji		Masanobu Kawase		Katsuyuki Miyabayashi		James E. Lentz
Yoshihiko Masuda Yoshimasa Ishii		Yukio Nishikawa Hirofumi Muta		Didier Leroy Hiroyuki Yokoyama

 

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