EX-99.2 3 d941528dex992.htm EXTRAORDINARY REPORT Extraordinary Report

(Reference Translation)

Cover Page

 

Document Name:    Extraordinary Report
Filed with:    The Director General of the Kanto Local Finance Bureau
Filing Date:    June 12, 2020
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 Group
Nearest Contact Location:    4-18, Koraku 1-chome, Bunkyo-ku, Tokyo
Telephone Number:    (03)3817-7111
Name of Contact Person:   

Kayo Kitada, General Manager, Public Affairs

Department No.1, 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)


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 116th 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 11, 2020

 

  (2)

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

 

Proposed Resolution 1:    Election of 9 Members of the Board of Directors
   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, Shigeki Terashi, James Kuffner, Ikuro Sugawara, Sir Philip Craven and Teiko Kudo.
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:    Partial Amendments to the Articles of Incorporation
   It was proposed that Article 2 of the Articles of Incorporation be partially amended in order to add “power generation and the supply and sale of electric power” to the business purposes provided for in the Articles of Incorporation.

 

-  1  -


  (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

  22,596,052      1,313,770      64,568      24,012,004      94.10      Approved

Shigeru Hayakawa

  23,541,093      395,379      37,933      24,012,019      98.03      Approved

Akio Toyoda

  23,604,136      315,718      54,551      24,012,019      98.30      Approved

Koji Kobayashi

  23,537,708      398,759      37,938      24,012,019      98.02      Approved

Shigeki Terashi

  23,567,544      368,898      37,962      24,012,018      98.14      Approved

James Kuffner

  23,488,386      448,081      37,937      24,012,018      97.81      Approved

Ikuro Sugawara

  23,953,360      20,212      839      24,012,025      99.75      Approved

Sir Philip Craven

  23,091,013      873,380      10,002      24,012,009      96.16      Approved

Teiko Kudo

  23,123,695      756,530      94,172      24,012,011      96.30      Approved

Proposed Resolution 2

  21,456,377      2,517,280      804      24,012,028      89.35      Approved

Proposed Resolution 3

  23,965,874      7,730      1,028      24,012,028      99.80      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.

    

For Proposed Resolutions 3, 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.

 

-  2  -