EX-99.2 3 d857904dex992.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 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 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

                              

 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 of    

affirmative    

votes    

  

Number of    
negative    

votes    

  

Number of    

abstentions    

  

Number of    

voting rights    

held by    

shareholders    

present at the    

meeting    

 

  

Result of voting

 

   
  

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.