EX-99.1 2 d747994dex991.htm NOTICE OF RESOLUTIONS ADOPTED AT FY 2014 ORDINARY GENERAL SHAREHOLDERS' MEETING Notice of Resolutions Adopted at FY 2014 Ordinary General Shareholders' Meeting
(Securities Code 7203)   
   June 17, 2014

To All Shareholders:

  
   President Akio Toyoda
   TOYOTA MOTOR CORPORATION
   1, Toyota-cho, Toyota City, Aichi Prefecture

Notice of Resolutions Adopted at FY2014 Ordinary General Shareholders’ Meeting

Dear Shareholder,

The reports made and resolutions adopted at the FY2014 Ordinary General Shareholders’ Meeting (the “General Shareholders’ Meeting”) today are as follows:

Reports:

Reports on business review, unconsolidated and consolidated financial statements for FY2014 (April 1, 2013 through March 31, 2014) and report by the Accounting Auditor and the Audit & Supervisory Board on the audit results of the consolidated financial statements for FY2014

Details pertaining to the above were reported.

Resolutions:

 

    Proposed Resolution 1:    Distribution of Surplus
   Payment of a year-end dividend of 100 yen per share was approved as proposed.
  

Combined with the interim dividend, the total amount of the annual dividends for the fiscal year ended March 31, 2014 will be 165 yen per share.

    Proposed Resolution 2:    Election of 15 Directors
  

Approved as proposed.    The following 15 persons were elected and have assumed their positions as Directors:

   Takeshi Uchiyamada, Akio Toyoda, Satoshi Ozawa, Nobuyori Kodaira, Mitsuhisa Kato, Masamoto Maekawa, Yasumori Ihara, Seiichi Sudo, Koei Saga, Tokuo Fukuichi, Shigeki Terashi, Yoshimasa Ishii, Ikuo Uno, Haruhiko Kato, and Mark T. Hogan.
  

Messrs. Ikuo Uno, Haruhiko Kato, and Mark T. Hogan satisfy the requirements to be qualified as Outside Directors as stipulated in Article 2, Item 15 of the Companies Act.

    Proposed Resolution 3:    Election of 2 Audit & Supervisory Board Members
  

Approved as proposed.    The following 2 persons were elected and have assumed their positions as Audit & Supervisory Board Members:

   Masaki Nakatsugawa and Teisuke Kitayama.
  

Mr. Teisuke Kitayama satisfies the requirements to be qualified as an Outside Audit & Supervisory Board Member as stipulated in Article 2, Item 16 of the Companies Act.

 

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    Proposed Resolution 4:    Election of 1 Substitute Audit & Supervisory Board Member
   Approved as proposed.    The following person was elected as a substitute Audit & Supervisory Board Member:
  

Ryuji Sakai.

   Mr. Ryuji Sakai is a substitute Outside Audit & Supervisory Board Member for either Mr. Kunihiro Matsuo, Ms. Yoko Wake, or Mr. Teisuke Kitayama who are currently Outside Audit & Supervisory Board Members.
    Proposed Resolution 5:   

Payment of Executive Bonuses

   Approved as proposed.    The Directors in office as of the end of FY2014 will be paid a total amount of 659,510,000 yen as executive bonuses.
    Proposed Resolution 6:   

Delegation to our Board of Directors of the Power to Decide the Terms of the Disposition of our Treasury Stock by Way of Third-Party Allotment

   Approved as proposed.    Pursuant to Articles 199 and 200 of the Companies Act, the power to decide the terms of the disposition of our treasury stock by way of third-party allotment was delegated to our Board of Directors.

 

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At the Board of Directors meeting held today after the conclusion of the General Shareholders’ Meeting, 8 persons were elected as Directors with special titles and assumed their respective positions.

Chairman of the Board Takeshi Uchiyamada, President Akio Toyoda, Executive Vice Presidents Satoshi Ozawa, Nobuyori Kodaira, Mitsuhisa Kato, Masamoto Maekawa, Yasumori Ihara, and Seiichi Sudo were elected and assumed their positions as Representative Directors.

The new Directors, Audit & Supervisory Board Members, Senior Managing Officers, and Managing Officers are as follows:

 

  Chairman of the Board   Takeshi Uchiyamada   Director   Yoshimasa Ishii
  President   Akio Toyoda   Director   Ikuo Uno
  Executive Vice President   Satoshi Ozawa   Director   Haruhiko Kato
  Executive Vice President   Nobuyori Kodaira   Director   Mark T. Hogan
  Executive Vice President   Mitsuhisa Kato   Full-time Audit & Supervisory Board Member   Yoichiro Ichimaru
  Executive Vice President   Masamoto Maekawa   Full-time Audit & Supervisory Board Member   Masaki Nakatsugawa
  Executive Vice President   Yasumori Ihara   Full-time Audit & Supervisory Board Member   Masahiro Kato
  Executive Vice President   Seiichi Sudo   Audit & Supervisory Board Member   Kunihiro Matsuo
  Director   Koei Saga   Audit & Supervisory Board Member   Yoko Wake
  Director   Tokuo Fukuichi   Audit & Supervisory Board Member   Teisuke Kitayama
  Director   Shigeki Terashi    
Senior Managing Officers
  Hirofumi Muta   Keiji Masui   Tokuo Fukuichi *   Shigeki Terashi *
  Shigeru Hayakawa   Hiroji Onishi   Kiyotaka Ise   Satoru Mouri
  Hisayuki Inoue   Koei Saga *   James E. Lentz   Moritaka Yoshida
  Didier Leroy   Hiroyuki Yokoyama   Soichiro Okudaira  

 

(Note) The asterisk (*) indicates that the officer doubles as a Director of TMC.

Managing Officers      
  Kazuhiro Miyauchi   Satoshi Takae   Kazuhiro Sato   Yasuhiko Sato
  Osamu Nagata   Shigeki Tomoyama   Karl Schlicht   Masayoshi Shirayanagi
  Takuo Sasaki   Riki Inuzuka   Kyoichi Tanada   Mark S. Templin
  Steve St. Angelo   Shinji Kitada   Hiroyuki Fukui   Tatsuro Ueda
  Johan van Zyl   Masahisa Nagata   Toshiro Hidaka   Mitsuru Uno
  Hiroyoshi Yoshiki   Takeshi Numa   Koki Konishi   Takashi Yamamoto
  Kazuhiro Kobayashi   Satoshi Ogiso   Shinya Kotera  
  Kazuo Ohara   Hayato Shibakawa   Tetsuya Otake  

 

This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

 

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