Toyota Motor (TM) 6-K Notice of Resolutions Adopted at FY2015 Ordinary General Shareholders’ Meeting

(Translation)

Cover Page

Document Name:	Extraordinary Report
Filed with:	The Director General of the Kanto Local Finance Bureau
Filing Date:	June 17, 2015
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:	Nobukazu Takano, Project General Manager, Accounting
	Division
Nearest Contact Location:	4-18, Koraku 1-chome, Bunkyo-ku, Tokyo
Telephone Number:	(03)3817-7111
Name of Contact Person:	Hideki Fujii, General Manager, Media Relations
	Department, Public Affairs Division
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) Fukuoka Stock Exchange (14-2, Tenjin 2-chome, Chuo-ku, Fukuoka) Sapporo Securities Exchange (14-1, Minamiichijo-nishi 5-chome, Chuo-ku, Sapporo)

1. Reason for Filing

Toyota Motor Corporation (“TMC”) 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 FY2015 Ordinary General Shareholders’ Meeting (the “General Shareholders’ Meeting”) of TMC.

2. Description of Report

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

  June 16, 2015

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

Proposed Resolution 1:	Distribution of Surplus
	a. Allocation of dividend assets and the total amount of dividends:
	Payment of 125 yen per share of common stock (Total amount of dividends:    393,351,703,875 yen)
	b. Effective date of distribution of surplus: June 17, 2015
Proposed Resolution 2:	Election of 12 Members of the Board of Directors
	It was proposed that the following 12 persons be elected as Members of the Board of Directors:
	Takeshi Uchiyamada, Akio Toyoda, Nobuyori Kodaira, Mitsuhisa Kato, Seiichi Sudo, Shigeki Terashi, Shigeru Hayakawa, Didier Leroy, Takahiko Ijichi, Ikuo Uno, Haruhiko Kato, and Mark T. Hogan.
Proposed Resolution 3:	Election of 4 Audit & Supervisory Board Members
	It was proposed that the following 4 persons be elected as Audit & Supervisory Board Members: Masahiro Kato, Yoshiyuki Kagawa, Yoko Wake, and Hiroshi Ozu.
Proposed Resolution 4:	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 5:	Payment of Bonuses to Members of the Board of Directors
	In consideration of the results for FY2015 and other factors, the 12 Members of the Board of Directors (excluding Outside Members of the Board of Directors) in office as of the end of FY2015 will be paid a total amount of 885,300,000 yen as bonuses.

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Proposed Resolution 6:	Partial Amendments to the Articles of Incorporation
	In accordance with the change in the scope of Members of the Board of Directors and Audit & Supervisory Board Members with whom limited liability agreements may be concluded, it was proposed the necessary amendments be made to the Articles of Incorporation.
Proposed Resolution 7:	Partial Amendments to the Articles of Incorporation and Delegation to Our Board of Directors of the Power to Determine Offering Terms in Connection with Issuance of Class Shares
	It was proposed that the amendments to the Articles of Incorporation pertaining to the establishment of Model AA Class Shares be made in order to enable TMC to issue such shares. In addition, pursuant to Articles 199 and 200 of the Companies Act, it was proposed that the power to determine offering terms for issuance of the shares be delegated to the Board of Directors.

(3) Number of “affirmative votes,” “negative votes” or “abstentions” 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		26,170,261		12,564		35,076		26,423,343		99.04		Approved
Proposed Resolution 2
Takeshi Uchiyamada		25,415,187		747,868		55,007		26,423,323		96.18		Approved
Akio Toyoda		25,925,553		237,707		54,815		26,423,336		98.11		Approved
Nobuyori Kodaira		25,792,638		323,428		102,003		26,423,330		97.61		Approved
Mitsuhisa Kato		25,796,627		319,519		101,922		26,423,329		97.62		Approved
Seiichi Sudo		25,796,762		319,384		101,923		26,423,330		97.62		Approved
Shigeki Terashi		25,796,887		319,260		101,921		26,423,329		97.62		Approved
Shigeru Hayakawa		25,780,974		335,159		101,936		26,423,330		97.56		Approved
Didier Leroy		25,779,931		336,208		101,929		26,423,329		97.56		Approved
Takahiko Ijichi		25,796,604		319,540		101,925		26,423,330		97.62		Approved
Ikuo Uno		24,577,285		1,602,497		38,284		26,423,327		93.01		Approved
Haruhiko Kato		26,012,945		186,510		18,622		26,423,338		98.44		Approved
Mark T. Hogan		22,809,624		3,375,122		33,318		26,423,325		86.32		Approved
Proposed Resolution 3
Masahiro Kato		24,880,435		1,272,865		64,605		26,423,322		94.16		Approved
Yoshiyuki Kagawa		24,880,045		1,273,265		64,594		26,423,321		94.15		Approved
Yoko Wake		25,625,181		574,474		18,253		26,423,325		96.97		Approved
Hiroshi Ozu		26,174,046		25,546		18,333		26,423,342		99.05		Approved
Proposed Resolution 4		26,126,575		26,741		64,599		26,423,341		98.87		Approved
Proposed Resolution 5		26,027,161		153,240		37,527		26,423,334		98.50		Approved
Proposed Resolution 6		26,162,852		36,648		18,407		26,423,342		99.01		Approved
Proposed Resolution 7		19,873,477		6,308,936		35,380		26,423,323		75.21		Approved

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Note:	1.	“Number of affirmative votes”, “Number of negative votes” and “Number of abstentions” 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 Shareholders’ Meeting.
	2.	“Number of voting rights held by shareholders present at the meeting” 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 Shareholders’ Meeting.
	3.	The requirements for approval of each resolution are as follows: For Proposed Resolutions 1 and 5, a majority vote of the shareholders present at the General Shareholders’ Meeting; For Proposed Resolutions 2, 3, and 4, a majority vote of the shareholders present at the General Shareholders’ 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; and For Proposed Resolutions 6 and 7, not less than two-thirds (2/3) of the votes of the shareholders present at the General Shareholders’ 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 aggregate number of voting rights exercised prior to the General Shareholders’ Meeting and the voting rights which were confirmed by certain shareholders present at the General Shareholders’ Meeting to represent approval or disapproval of each of the proposed resolutions were sufficient to meet the requirements to approve all of the proposed resolutions. Accordingly, voting rights which were held by the shareholders present at the General Shareholders’ Meeting but for which approval or disapproval of each proposed resolution could not be confirmed were not counted.

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