Toyota Motor (TM) 6-K Notice of Resolutions Adopted at the 112th 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 16, 2016
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, 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 112th 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 15, 2016

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

Proposed Resolution 1:	Election of 11 Members of the Board of Directors
	It was proposed that the following 11 persons be elected as Members of the Board of Directors:
	Takeshi Uchiyamada, Akio Toyoda, Nobuyori Kodaira, Mitsuhisa Kato, Takahiko Ijichi, Didier Leroy, Shigeki Terashi, Shigeru Hayakawa, Ikuo Uno, Haruhiko Kato, and Mark T. Hogan.
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:	Payment of Bonuses to Members of the Board of Directors
	In consideration of the results for FY2016 and other factors, the 9 Members of the Board of Directors (excluding Outside Members of the Board of Directors) in office as of the end of FY2016 will be paid a total amount of 1,105,580,000 yen as bonuses.

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(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
Takeshi Uchiyamada		24,231,455		681,405		43,625		25,412,642		95.35		Approved
Akio Toyoda		24,687,464		225,580		43,455		25,412,656		97.14		Approved
Nobuyori Kodaira		24,581,139		278,664		96,689		25,412,649		96.72		Approved
Mitsuhisa Kato		24,366,818		492,825		96,844		25,412,644		95.88		Approved
Takahiko Ijichi		24,588,502		271,269		96,721		25,412,649		96.75		Approved
Didier Leroy		24,588,049		271,700		96,744		25,412,650		96.75		Approved
Shigeki Terashi		24,588,752		270,975		96,765		25,412,649		96.75		Approved
Shigeru Hayakawa		24,596,456		263,286		96,751		25,412,650		96.78		Approved
Ikuo Uno		22,684,205		2,248,641		23,642		25,412,645		89.26		Approved
Haruhiko Kato		24,801,144		149,628		5,725		25,412,654		97.59		Approved
Mark T. Hogan		21,030,553		3,902,151		23,783		25,412,644		82.75		Approved
Proposed Resolution 2		24,444,461		506,570		5,197		25,412,660		96.19		Approved
Proposed Resolution 3		24,789,909		136,703		29,676		25,412,656		97.54		Approved

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 2, 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 Resolution 3, a majority vote of the shareholders present at the General Shareholders’ Meeting.
		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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