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Published: 2021-06-17 06:29:58 ET
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EX-99.2 3 d136685dex992.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 17, 2021
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, General Manager, Capital Strategy Dept.
Nearest Contact Location:    4-18, Koraku 1-chome, Bunkyo-ku, Tokyo
Telephone Number:    (03)3817-7111
Name of Contact Person:    Ryo Sakai, 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 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 117th 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 16, 2021

 

  (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, James Kuffner, Kenta Kon, 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
   TMC cancelled all of its Model AA Class Shares on April 3, 2021. Therefore, TMC deleted corresponding provisions and made other necessary amendments.

 

  (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

   23,034,056      1,376,990      36,865      24,500,768      94.01      Approved

Shigeru Hayakawa

   23,875,548      555,489      16,888      24,500,782      97.44      Approved

Akio Toyoda

   23,944,387      466,647      36,885      24,500,776      97.72      Approved

Koji Kobayashi

   23,871,363      559,562      16,999      24,500,781      97.43      Approved

James Kuffner

   23,902,095      528,961      16,870      24,500,783      97.55      Approved

Kenta Kon

   23,867,071      563,961      16,893      24,500,782      97.41      Approved

Ikuro Sugawara

   24,421,920      23,692      2,317      24,500,786      99.67      Approved

Sir Philip Craven

   23,700,465      745,128      2,324      24,500,774      96.73      Approved

Teiko Kudo

   23,264,680      1,180,922      2,309      24,500,768      94.95      Approved

Proposed Resolution 2

   22,103,800      2,341,526      2,324      24,500,789      90.21      Approved

Proposed Resolution 3

   24,438,836      8,296      733      24,500,788      99.74      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 number of voting rights exercised prior to the General Shareholders’ Meeting, together with the number of voting rights which were confirmed 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 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 voting rights.