(Reference Translation)
Cover Page
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Document Name: | | Extraordinary Report |
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Filed with: | | The Director General of the Kanto Local Finance Bureau |
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Filing Date: | | June 15, 2018 |
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Corporate Name: | | Toyota Motor Corporation |
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Name and Title of Representative: | | Akio Toyoda, President |
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Location of Head Office: | | 1 Toyota-cho, Toyota City, Aichi Prefecture |
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Telephone Number: | | (0565)28-2121 |
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Name of Contact Person: | | Masayoshi Hachisuka, Project General Manager, Accounting Division |
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Nearest Contact Location: | | 4-18, Koraku1-chome, Bunkyo-ku, Tokyo |
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Telephone Number: | | (03)3817-7111 |
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Name of Contact Person: | | Hideki Fujii, General Manager, Media Relations Department, Public Affairs Division |
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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, Sakae3-chome, Naka-ku, Nagoya) |
Toyota Motor Corporation (“TMC”) is filing this Extraordinary Report pursuant to Article24-5, Paragraph 4 of the Financial Instruments and Exchange Law and Article 19, Paragraph 2, Item9-2 of the Cabinet Office Ordinance relating to the Disclosure of Corporate Affairs, Etc. to report the approval of resolutions at the 114th Ordinary General Shareholders’ Meeting (the “General Shareholders’ Meeting”) of TMC.
| (1) | Date on which the General Shareholders’ Meeting was held: |
| (2) | Details of the proposed resolutions voted on at the General Shareholders’ Meeting: |
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Proposed Resolution 1: | | Election of 9 Members of the Board of Directors |
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| | It was proposed that the following 9 persons be elected as Members of the Board of Directors: |
| | Takeshi Uchiyamada, Shigeru Hayakawa, Akio Toyoda, Koji Kobayashi, Didier Leroy, Shigeki Terashi, Ikuro Sugawara, Sir Philip Craven and Teiko Kudo. |
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Proposed Resolution 2: | | Election of 2 Audit & Supervisory Board Members |
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| | It was proposed that the following 2 persons be elected as Audit & Supervisory Board Members: |
| | Masahide Yasuda and Nobuyuki Hirano. |
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Proposed Resolution 3: | | Election of 1 Substitute Audit & Supervisory Board Member |
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| | It was proposed that Ryuji Sakai be elected as a substitute Audit & Supervisory Board Member. |
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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)
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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 | | 23,201,856 | | 1,184,075 | | 13,104 | | 24,813,360 | | 93.50 | | Approved |
Shigeru Hayakawa | | 24,176,402 | | 183,425 | | 39,221 | | 24,813,373 | | 97.43 | | Approved |
Akio Toyoda | | 24,213,729 | | 172,222 | | 13,100 | | 24,813,376 | | 97.58 | | Approved |
Koji Kobayashi | | 24,092,926 | | 247,357 | | 58,764 | | 24,813,372 | | 97.09 | | Approved |
Didier Leroy | | 24,177,213 | | 183,866 | | 37,969 | | 24,813,373 | | 97.43 | | Approved |
Shigeki Terashi | | 24,178,030 | | 183,072 | | 37,946 | | 24,813,373 | | 97.43 | | Approved |
Ikuro Sugawara | | 24,372,944 | | 25,860 | | 252 | | 24,813,381 | | 98.22 | | Approved |
Sir Philip Craven | | 24,311,129 | | 87,694 | | 233 | | 24,813,381 | | 97.97 | | Approved |
Teiko Kudo | | 23,619,941 | | 778,866 | | 243 | | 24,813,375 | | 95.19 | | Approved |
Proposed Resolution 2 | | | | | | | | | | | | |
Masahide Yasuda | | 23,512,410 | | 857,416 | | 25,066 | | 24,813,358 | | 94.75 | | Approved |
Nobuyuki Hirano | | 20,217,287 | | 4,177,377 | | 232 | | 24,813,362 | | 81.47 | | Approved |
Proposed Resolution 3 | | 22,774,381 | | 1,624,423 | | 243 | | 24,813,382 | | 91.78 | | 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 requirement for approval of each resolution is as follows: |
| | | | | | For Proposed Resolutions 1, 2 and 3, a majority vote of the shareholders present at the General Shareholders’ Meeting who hold shares representing in aggregate not less thanone-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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