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Toyota Motor Corpn (TYT)

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Thursday 26 June, 2003

Toyota Motor Corpn

Result of AGM

Toyota Motor Corporation
26 June 2003

                                 (TRANSLATION)



                                                                   June 26, 2003
                                                            Fujio Cho, President
                                                        TOYOTA MOTOR CORPORATION
                                     1,Toyota-cho, Toyota city, Aichi Prefecture



                        Notice of Resolution of FY2003
                     Ordinary General Shareholders' Meeting



Dear Shareholder,


We hereby notify you that, at the FY2003 Ordinary General Shareholders' Meeting
of TOYOTA MOTOR CORPORATION('TMC')held as of today, the meeting agenda have been
reported and resolved as provided below.


Sincerely yours



Fujio Cho





Report:

Reports on business review, balance sheet, and statement of income for the
FY2003 term (covering April 1, 2002 through March 31, 2003)

Substance of the above financial statements has been reported.



Resolutions:



      Proposed Resolution 1:  Approval of Proposed Appropriation of Retained
Earnings for FY2003


               This resolution has been approved and adopted as proposed, to
distribute 20 yen per share to the shareholders for the year-end dividend.

               Combined with the interim dividend, this will result in total
shareholder dividends for the fiscal year ended March 31, 2003 of 36 yen per
share.


      Proposed Resolution 2:  Amendment of the Articles of Incorporation

               This resolution has been approved and adopted as proposed.

               The substance of the amendment appears in pages 4 and 5.



      Proposed Resolution 3:  Election of 27 Directors

               This resolution has been approved and adopted as proposed, and 27
persons, Messrs. Hiroshi Okuda, Iwao Isomura, Kosuke Ikebuchi, Fujio Cho,
Akihiko Saito, Ryuji Araki, Yoshio Ishizaka, Kosuke Shiramizu, Katsuaki
Watanabe, Kazushi Iwatsuki, Yasuhito Yamauchi, Zenji Yasuda, Takashi Kamio,
Hiroyuki Watanabe, Katsuhiro Nakagawa, Akio Matsubara, Tokuichi Uranishi, Kazuo
Okamoto, Kyoji Sasazu, Mitsuo Kinoshita, Teruyuki Minoura, Takeshi Uchiyamada,
Masatami Takimoto, Akio Toyoda, Shoichiro Toyoda, Yoshimi Inaba and Shuhei
Toyoda have been elected as Directors, and each has assumed his office.



      Proposed Resolution 4:  Election of 6 Corporate Auditors

               This resolution has been approved and adopted as proposed, and
Messrs. Hideaki Miyahara, Yasutaka Okamura, Yoichi Kaya, Tadashi Ishikawa,
Yoshiro Hayashi and Chiaki Yamaguchi have been elected as Corporate Auditors,
and each has assumed his office.

               Messrs. Yasutaka Okamura, Yoichi Kaya and Tadashi Ishikawa
satisfy the qualifications of outside corporate auditor as provided in Article
18 Paragraph 1 of the 'Special Law of the Commercial Code Concerning Audit, etc.
of Joint Stock Corporation.'



      Proposed Resolution 5:  Issue of Stock Acquisition Rights without
Consideration to Directors, Managing Officers and Employees, etc., of Toyota
Motor Corporation and its Affiliates



               This resolution has been approved and adopted as proposed to
issue stock acquisition rights without consideration to directors, managing
officers and employees, etc., of TMC and its affiliates under the provisions of
Articles 280-20 and 280-21 of the Commercial Code (i.e., the granting of stock
options).



      Proposed Resolution 6:  Amendment to the Conditions of Exercise of the
Rights of Stock Options Due to the Introduction of the New Management System

               This resolution has been approved and adopted as proposed, as
measures in conjunction with the introduction of the New Management System to
make partial amendment to the Proposed Resolution 5 of FY2000 Ordinary General
Shareholders' Meeting on June 28, 2000, Proposed Resolution 4 of FY 2001
Ordinary General Shareholders' Meeting on June 27, 2001 and Proposed Resolution
5 of FY2002 Ordinary General Shareholders' Meeting on June 26, 2002.



      Proposed Resolution 7:  Repurchase of Shares

               This resolution has been approved and adopted as proposed, to
repurchase shares of TMC common stock, up to 150 million shares and to a maximum
value of 400 billion yen, based on provisions of Article 210 of the Commercial
Code, with the acquisition to occur between the conclusion of this General
Shareholders' Meeting and the conclusion of the next Ordinary General
Shareholders' Meeting, in order to improve capital efficiency and to implement
flexible capital policies in accordance with the business environment.



      Proposed Resolution 8:  Award of Bonus Payments to Retiring Directors and
Corporate Auditors

This resolution has been approved and adopted as proposed to present bonus,
pursuant to TMC's standard, to the retiring 31 Directors; Messrs. Noritaka
Shimizu, Yoshio Uesaka, Tsutomu Tomita, Yoshito Kato, Shoji Kondo, Toshio
Mizushima, Yasuhiko Fukatsu, Toshiaki Taguchi, Shokichi Yasukawa, Tetsuo
Hattori, Hiroaki Yoshida, Kiyoshi Nakanishi, Yukitoshi Funo, Takeshi Suzuki,
Atsushi Niimi, Hajime Wakayama, Hiroshi Takada, Teiji Tachibana, Shinichi
Sasaki, Kazutoshi Minami, Shin Kanada, Hironobu Ono, Akira Okabe, Yoshio Shirai,
Yoichiro Ichimaru, Shoji Ikawa, Masuji Arai, Koichi Ina, Yoshikazu Amano,
Shinichi Kawashima and Kunio Komada, and three Corporate Auditors; Messrs.
Terukazu Inoue, Yoshiaki Muramatsu and Yoshitoshi Toyoda within the standard in
order to reward their service. The actual amount, time of the presentation and
how it is presented, etc., would be decided by the Board of Directors and the
Board of Corporate Auditors respectively.







      Proposed Resolution 9: Proposed Appropriation of Retained Earnings

This resolution has been rejected.



     Proposed Resolution 10: Amendment of the Articles of Incorporation (Part 1)

This resolution has been rejected.



     Proposed Resolution 11: Amendment of the Articles of Incorporation (Part 2)

This resolution has been rejected.


The content of the amendments to the Articles of Incorporation



                                                                          (Amended parts are underlined.)

                  Current Provisions                                     Proposed Amendment

CHAPTER II.  SHARES                                    CHAPTER II.  SHARES
(Transfer Agent)                                       (Transfer Agent)
Article 6                                              Article 6

    1.    (Omitted)                                        1.    (No change)

    2     (Omitted)                                        2.    (No change)

    3.    The register of shareholders (including the      3.    The register of shareholders (including the
register of beneficial shareholders; hereinafter the   register of beneficial shareholders; hereinafter the
same interpretation being applicable) of the           same interpretation being applicable) (and the register
Corporation shall be kept at the office of the         of lost stock certificates) shall be kept at the office
transfer agent.  The registration of the transfer of   of the transfer agent.  The registration of the
shares, the purchase of shares constituting less than  transfer of shares, the purchase of shares constituting
one unit (tangen) and any other matters related to the less than one unit (tangen) and any other matters
shares shall be handled by the transfer agent and not  related to the shares shall be handed by the transfer
by the Corporation.                                    agent and not by the Corporation.


CHAPTER III.  GENERAL MEETINGS OF SHAREHOLDERS         CHAPTER III.  GENERAL MEETINGS OF SHAREHOLDERS
(Resolutions)                                          (Resolutions)
Article 10                                             Article 10

    1.    (Omitted)                                        1.    (No change)

    (2.)  (Newly established)                              (2.   Special resolutions as specified by Article
                                                       343 of the Commercial Code shall be passed by not less
                                                       than two-thirds of the voting rights held by the
                                                       attending shareholders who hold not less than one-third
                                                       of the voting rights of all shareholders.)


CHAPTER IV.  DIRECTORS AND BOARD OF DIRECTORS          CHAPTER IV.  DIRECTORS AND BOARD OF DIRECTORS
(Number of Directors)                                  (Number of Directors)
Article 13                                             Article 13

           The Corporation shall have no more than                The Corporation shall have no more than
(sixty (60)) Directors.                                (thirty (30)) Directors.


(Term of Office of Directors)                          (Term of Office of Directors)
Article 15                                             Article 15

    1.    The term of office of Directors shall expire     1.    The term of office of Directors shall expire
at the closing of the ordinary general meeting of      at the closing of the ordinary general meeting of
shareholders to be held for the last fiscal year of    shareholders to be held for the last fiscal year of the
the Corporation ending within (two (2)) years after    Corporation ending within (one (1) year) after their
their assumption of office.                            assumption of office.

    2.    (Omitted)                                        2.    (No change)


 (Representative Directors and Executive Directors)    (Representative Directors and Executive Directors)
Article 16                                             Article 16

    1.    (Omitted)                                        1.    (No change)

    2.    The Corporation may, by a resolution of the      2.    The Corporation may, by a resolution of the
Board of Directors, appoint one Chairman of the Board, Board of Directors, appoint one Chairman of the Board,
one President and one or more Vice Chairmen of the     one President and one or more Vice Chairmen of the
Board, Executive Vice Presidents, Senior Managing      Board, Executive Vice Presidents (and) Senior Managing
Directors (and Managing Directors).                    Directors.







At the meeting of the Board of Directors held after the close of this
Shareholders' Meeting, 26 Directors have been elected as Directors with special
title, 39 Directors have been elected as Managing Officers, and each has assumed
his office.



In addition, Messrs. Hiroshi Okuda, Chairman of the Board, Iwao Isomura and
Kosuke Ikebuchi, Vice Chairmen of the Board, Fujio Cho, President, Akihiko
Saito, Ryuji Araki, Yoshio Ishizaka, Kosuke Shiramizu, Katsuaki Watanabe,
Kazushi Iwatsuki and Katsuhiro Nakagawa, Executive Vice Presidents, have been
elected as Representative Directors, and each assumed his office.



The new formation of the officers of TMC is as follows:


Chairman of the Board      Hiroshi Okuda              Senior Managing Director    Kazuo Okamoto

Vice Chairman              Iwao Isomura               Senior Managing Director    Kyoji Sasazu

Vice Chairman              Kosuke Ikebuchi            Senior Managing Director    Mitsuo Kinoshita

President                  Fujio Cho                  Senior Managing Director    Yoshimi Inaba

Executive Vice President   Akihiko Saito              Senior Managing Director    Teruyuki Minoura

Executive Vice President   Ryuji Araki                Senior Managing Director    Takeshi Uchiyamada

Executive Vice President   Yoshio Ishizaka            Senior Managing Director    Masatami Takimoto

Executive Vice President   Kosuke Shiramizu           Senior Managing Director    Akio Toyoda

Executive Vice President   Katsuaki Watanabe          Honorary Chairman and       Shoichiro Toyoda
                                                      Director

Executive Vice President   Kazushi Iwatsuki           Director (treated equally   Shuhei Toyoda
                                                      as Senior Managing
                                                      Director)

Executive Vice President   Katsuhiro Nakagawa         Full-time Corporate Auditor Hideaki Miyahara

Senior Managing Director   Yasuhito Yamauchi          Full-time Corporate Auditor Yoshiro Hayashi

Senior Managing Director   Zenji Yasuda               Full-time Corporate Auditor Chiaki Yamaguchi

Senior Managing Director   Takashi Kamio              Corporate Auditor           Yasutaka Okamura

Senior Managing Director   Hiroyuki Watanabe          Corporate Auditor           Hiromu Okabe

Senior Managing Director   Akio Matsubara             Corporate Auditor           Yoichi Kaya

Senior Managing Director   Tokuichi Uranishi          Corporate Auditor           Tadashi Ishikawa



(Managing Officers)


Shokichi Yasukawa          Shinichi Sasaki            Shinichi Kawashima         Mamoru Furuhashi
Tetsuo Hattori             Shin Kanada                Kunio Komada               Satoshi Ozawa
Hiroaki Yoshida            Hironobu Ono               Akira Sasaki               Seiichi Sudo
Kiyoshi Nakanishi          Akira Okabe                Takeshi Yoshida            Yasuhiko Ichihashi
Yukitoshi Funo             Yoshio Shirai              Hiroshi Kawakami           Tadashi Yamashina
Takeshi Suzuki             Yoichiro Ichimaru          Hitoshi Nishiyama          Takashi Hata
Atsushi Niimi              Shoji Ikawa                Iwao Nihashi               James E. Press
Hajime Wakayama            Masuji Arai                Shinzo Kobuki              Gary L. Convis
Hiroshi Takada             Koichi Ina                 Tadashi Arashima           Alain J. Jones
Teiji Tachibana            Yoshikazu Amano            Masamoto Maekawa



______________________________________________________________________________________

Each of Messrs. Noritaka Shimizu, Yoshio Uesaka and Toshiaki Taguchi, former
Executive Vice Presidents, who retired upon the expiration of term of office at
the close of this Shareholders' Meeting, has assumed his office as Senior
Advisor to the Board.


                      This information is provided by RNS
            The company news service from the London Stock Exchange                               

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