REG - Toyota Motor Corpn - Voting Results of General Shareholders' Meeting

TOYOTA MOTORAnnouncement

19/06/2024 08:00

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RNS Number : 9761S  Toyota Motor Corporation  19 June 2024

 

(Reference Translation)

 

Cover Page

 

 

 Document Name:                                            Extraordinary Report

 Filed with:                                               The Director General of the Kanto Local Finance Bureau

 Filing Date:                                              June 19, 2024

 Corporate Name:                                           Toyota Motor Corporation

 Name and Title of Representative:                         Koji Sato, President

 Location of Head Office:                                  1 Toyota-cho, Toyota City, Aichi Prefecture

 Telephone Number:                                         (0565)28-2121

 Name of Contact Person:                                   Yoshihide Moriyama, General Manager,

                                                           Capital Strategy & Affiliated Companies Finance Div.
 Nearest Contact Location:                                 4-18, Koraku 1-chome, Bunkyo-ku, Tokyo

 Telephone Number:                                         (03)3817-7111

 Name of Contact Person:                                   Aki Irie, General Manager, Public Affairs Div.

 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)

 

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 Act 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 120th 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 18, 2024

 

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

 

（TMC Proposals）

 

Proposed Resolution 1:     Election of 10 Members of the Board of
Directors

 

 
It was proposed that the following 10 persons be elected as Members of the
Board of Directors:
Akio Toyoda, Shigeru Hayakawa, Koji Sato, Hiroki Nakajima, Yoichi Miyazaki,
Simon Humphries, Ikuro Sugawara, Sir Philip Craven, Masahiko Oshima and Emi
Osono.

 

Proposed Resolution 2:     Election of 1 Audit & Supervisory Board
Member

 

It was proposed that Hiromi Osada be elected as an Audit & Supervisory
Board Member.

 

Proposed Resolution 3:     Election of 1 Substitute Audit &
Supervisory Board Member

 

It was proposed that Kumi Fujisawa be elected as a Substitute Audit &
Supervisory Board Member.

 

（Shareholder Proposal）

 

Proposed Resolution 4:     Partial Amendments to the Articles of
Incorporation

 

It was proposed that the provision related to issuing annual report on the
alignment with climate-related lobbying activities and the goals of the Paris
Agreement be added to the Articles of Incorporation.

 

 

(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:

 

(TMC Proposals)

 Resolutions            Number                      Number              Number of abstentions  Number of voting rights held by shareholders present at the meeting  Results of voting

                        of affirmative votes        of negative votes
                        Ratio of affirmative votes                      Approved/

                        (%)                                             Disapproved
 Proposed Resolution 1
 Akio Toyoda            83,910,077                  31,391,505          60,560                 116,650,615                                                          71.93      Approved
 Shigeru Hayakawa       104,447,073                 10,779,912          134,666                116,650,124                                                          89.53      Approved
 Koji Sato              111,331,932                 3,845,876           183,922                116,650,203                                                          95.44      Approved
 Hiroki Nakajima        113,714,358                 1,562,384           84,964                 116,650,179                                                          97.48      Approved
 Yoichi Miyazaki        113,647,404                 1,629,174           84,964                 116,650,015                                                          97.42      Approved
 Simon Humphries        113,787,607                 1,489,033           84,964                 116,650,077                                                          97.54      Approved
 Ikuro Sugawara         109,801,396                 5,499,621           60,560                 116,650,050                                                          94.12      Approved
 Sir Philip Craven      108,075,174                 7,225,983           60,560                 116,650,190                                                          92.64      Approved
 Masahiko Oshima        110,206,511                 5,094,638           60,560                 116,650,182                                                          94.47      Approved
 Emi Osono              113,913,954                 1,387,217           60,560                 116,650,204                                                          97.65      Approved
 Proposed Resolution 2  115,091,118                 255,522             14,523                 116,650,120                                                          98.66      Approved
 Proposed Resolution 3  115,231,192                 116,328             14,523                 116,650,318                                                          98.78      Approved

 

(Shareholder Proposal)

 Resolution             Number                      Number              Number of abstentions  Number of voting rights held by shareholders present at the meeting  Result of voting

                        of affirmative votes        of negative votes
                        Ratio of affirmative votes                      Approved/

                        (%)                                             Disapproved
 Proposed Resolution 4  10,701,467                  104,424,448         232,817                116,650,788                                                          9.17       Disapproved

 

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, 2, and 3, 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.

For Proposed Resolution 4, 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 affirmative votes, negative votes or
abstentions:

 

       The number of voting rights exercised prior to the General
Shareholders' Meeting, together with the number of voting rights which were
confirmed by TMC as being cast as affirmative votes or negative votes with
respect to each of the proposed resolutions by certain shareholders present at
the General Shareholders' Meeting, were sufficient to meet the requirements to
approve or disapprove all of the proposed resolutions.  Accordingly, voting
rights which were held by shareholders present at the General Shareholders'
Meeting but with respect to which it could not be determined whether
affirmative votes or negative votes were cast with respect to each proposed
resolution were not counted towards the number of affirmative votes, negative
votes or abstentions.

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