Result of AGM
Toyota Motor Corporation
24 June 2004
June 23, 2004
To All Shareholders:
President Fujio Cho
TOYOTA MOTOR CORPORATION
1, Toyota-cho, Toyota City, Aichi Prefecture
Notice of Resolutions Adopted at FY2004 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 FY2004 Ordinary General
Shareholders' Meeting are as below.
Report:
Reports on business review, unconsolidated balance sheet and statement of income
for the FY2004 term (April 1, 2003 through March 31, 2004)
Details pertaining to the above financial statements were reported.
Resolutions:
Proposed Resolution 1: Approval of Proposed Appropriation of Retained Earnings
for the FY2004 Term
The year-end dividend of 25 yen per share was approved as per the proposed
resolution.
Combined with the interim dividend, this will result in a total shareholder
dividend for the fiscal year ended March 31, 2004 of 45 yen per share.
Proposed Resolution 2: Amendment of the Articles of Incorporation
Approved as per the proposed resolution.
Amendment details can be found on Page 3.
Proposed Resolution 3: Election of 27 Directors
Approved as per the proposed resolution. The following 27 persons were
elected and have taken up their positions as directors:
Hiroshi Okuda, Kosuke Ikebuchi, Fujio Cho, Akihiko Saito, Ryuji Araki, Yoshio
Ishizaka, Kosuke Shiramizu, Katsuaki Watanabe, Kazushi Iwatsuki, Katsuhiro
Nakagawa, Yasuhito Yamauchi, Takashi Kamio, Hiroyuki Watanabe, Akio Matsubara,
Tokuichi Uranishi, Kazuo Okamoto, Kyoji Sasazu, Mitsuo Kinoshita, Yoshimi Inaba,
Takeshi Uchiyamada, Masatami Takimoto, Akio Toyoda, Shoichiro Toyoda, Tetsuo
Hattori, Yukitoshi Funo, Takeshi Suzuki, Atsushi Niimi.
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 issued
without consideration, for the purpose of granting stock options, to directors,
managing officers and employees, etc., of Toyota Motor Corporation ('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 granted to repurchase shares of TMC
common stock, up to 65 million shares and to a maximum value of 250 billion yen,
based on provisions of Article 210 of the Commercial Code, with the acquisition
to occur between the conclusion of this Ordinary General Shareholders' Meeting
and the conclusion of the next Ordinary General Shareholders' Meeting.
Proposed Resolution 6: Award of Bonus Payments to Mr. Iwao Isomura (deceased),
Former Representative Director and Vice Chairman, and to Retiring Directors
Approved as per the proposed resolution. Award of bonus payments in
appropriate amounts shall be made to former Vice Chairman Iwao Isomura
(deceased), and to retiring directors Zenji Yasuda, Teruyuki Minoura and Shuhei
Toyoda for their dedicated efforts in the past in accordance with TMC's
standards. Actual amounts and the timing and method of payments shall be
determined by the Board of Directors.
Proposed Resolution 7: Proposed Appropriation of Retained Earnings
Rejected
Proposed Resolution 8: Amendment of the Articles of Incorporation (Part 1)
Rejected
Proposed Resolution 9: Amendment of the Articles of Incorporation (Part 2)
Rejected
Amendment Details
(Amended parts are underlined.)
Current Provisions Proposed Amendment
CHAPTER II. SHARES CHAPTER II. SHARES
(Repurchase of Shares)
_____________________
(Newly established) Article 6
__________
The Company may repurchase its own shares
_________________________________________
upon approval by the Board of Directors by resolution
_____________________________________________________
in accordance with the provisions of the Commercial
___________________________________________________
Code Article 211-3 Paragraph 1 Item 2.
_____________________________________
Articles 6 to 28 Articles 7 to 29
_ __ _ ___
(Omitted) (No change)
At the conclusion of today's Ordinary General Shareholders' Meeting, a Board of
Directors meeting was held where 25 persons were elected as directors with
special titles and 44 managing officers were elected and took up their
respective positions.
Chairman of the Board Hiroshi Okuda, Vice Chairman Kosuke Ikebuchi, Vice
Chairman Katsuhiro Nakagawa, President Fujio Cho, Executive Vice President
Akihiko Saito, Executive Vice President Ryuji Araki, Executive Vice President
Yoshio Ishizaka, Executive Vice President Kosuke Shiramizu, Executive Vice
President Katsuaki Watanabe, and Executive Vice President Kazushi Iwatsuki were
elected and took up positions as representative directors.
The new directors and managing officers are as follows:
Chairman of the Board Hiroshi Okuda Senior Managing Director Mitsuo Kinoshita
Vice Chairman Kosuke Ikebuchi Senior Managing Director Yoshimi Inaba
Vice Chairman Katsuhiro Nakagawa Senior Managing Director Takeshi Uchiyamada
President Fujio Cho Senior Managing Director Masatami Takimoto
Executive Vice President Akihiko Saito Senior Managing Director Akio Toyoda
Executive Vice President Ryuji Araki Senior Managing Director Tetsuo Hattori
Executive Vice President Yoshio Ishizaka Senior Managing Director Takeshi Suzuki
Executive Vice President Kosuke Shiramizu Honorary Chairman Shoichiro Toyoda
Executive Vice President Katsuaki Watanabe Director (with Senior Managing Yukitoshi Funo
Director status)
Executive Vice President Kazushi Iwatsuki Director (with Senior Managing Atsushi Niimi
Director status)
Senior Managing Director Yasuhito Yamauchi Full-time Corporate Auditor Hideaki Miyahara
Senior Managing Director Takashi Kamio Full-time Corporate Auditor Yoshiro Hayashi
Senior Managing Director Hiroyuki Watanabe Full-time Corporate Auditor Chiaki Yamaguchi
Senior Managing Director Akio Matsubara Corporate Auditor Yasutaka Okamura
Senior Managing Director Tokuichi Uranishi Corporate Auditor Hiromu Okabe
Senior Managing Director Kazuo Okamoto Corporate Auditor Yoichi Kaya
Senior Managing Director Kyoji Sasazu Corporate Auditor Tadashi Ishikawa
Managing Officers
Hajime Wakayama Yoshikazu Amano Mamoru Furuhashi Takashi Shigematsu
Hiroshi Takada Shinichi Kawashima Satoshi Ozawa Yuzo Ushiyama
Teiji Tachibana Kunio Komada Seiichi Sudo Yoshikatsu Tanaka
Shinichi Sasaki Akira Sasaki Yasuhiko Ichihashi Nobuyoshi Hisada
Shin Kanada Takeshi Yoshida Tadashi Yamashina Yasumori Ihara
Akira Okabe Hiroshi Kawakami Takashi Hata Mitsuhisa Kato
Yoshio Shirai Hitoshi Nishiyama James E. Press Takahiko Ijichi
Yoichiro Ichimaru Iwao Nihashi Gary L. Convis Toshio Furutani
Shoji Ikawa Shinzo Kobuki Alan J. Jones Tetsuo Agata
Masuji Arai Tadashi Arashima Wahei Hirai John H.Conomos
Koichi Ina Masamoto Maekawa Tatehito Ueda Panagiotis
J.Athanasopoulos
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