EX-99.1 2 d939318dex991.htm NOTICE OF RESOLUTIONS ADOPTED AT FY 2015 ORDINARY GENERAL SHAREHOLDERS' MEETING Notice of Resolutions Adopted at FY 2015 Ordinary General Shareholders' Meeting
(Securities Code 7203)   
   June 16, 2015

To All Shareholders:

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

Notice of Resolutions Adopted at FY2015 Ordinary General Shareholders’ Meeting

Dear Shareholder,

The reports made and resolutions adopted at the FY2015 Ordinary General Shareholders’ Meeting (the “General Shareholders’ Meeting”) today are as follows:

Reports:

Reports on business review, unconsolidated and consolidated financial statements for FY2015 (April 1, 2014 through March 31, 2015) and report by the Accounting Auditor and the Audit & Supervisory Board on the audit results of the consolidated financial statements for FY2015

Details pertaining to the above were reported.

Resolutions:

 

    Proposed Resolution 1:

   Distribution of Surplus
   Payment of a year-end dividend of 125 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, 2015 will be 200 yen per share.

    Proposed Resolution 2:

   Election of 12 Members of the Board of Directors
   Approved as proposed.    The following 12 persons were elected and have assumed their positions as Members of the Board of Directors:
   Takeshi Uchiyamada, Akio Toyoda, Nobuyori Kodaira, Mitsuhisa Kato, Seiichi Sudo, Shigeki Terashi, Shigeru Hayakawa, Didier Leroy, Takahiko Ijichi, 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 Members of the Board of Directors as stipulated in Article 2, Item 15 of the Companies Act.

    Proposed Resolution 3:

   Election of 4 Audit & Supervisory Board Members
  

Approved as proposed.    The following 4 persons were elected and have assumed their positions as Audit & Supervisory Board Members:

 

Masahiro Kato, Yoshiyuki Kagawa, Yoko Wake, and Hiroshi Ozu.

   Ms. Yoko Wake and Mr. Hiroshi Ozu satisfy the requirements to be qualified as Outside Audit & Supervisory Board Members as stipulated in Article 2, Item 16 of the Companies Act.

 

1


    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 Ms. Yoko Wake, Mr. Teisuke Kitayama, or Mr. Hiroshi Ozu who are currently Outside Audit & Supervisory Board Members.

    Proposed Resolution 5:

   Payment of Bonuses to Members of the Board of Directors
   Approved as proposed.    The Members of the Board of Directors in office as of the end of FY2015 will be paid a total amount of 885,300,000 yen as executive bonuses.

    Proposed Resolution 6:

   Partial Amendments to the Articles of Incorporation
   Approved as proposed.    In accordance with the change in the scope of Members of the Board of Directors and Audit & Supervisory Board Members with whom limited liability agreements may be concluded, the necessary amendments was made to the Articles of Incorporation of TMC.

    Proposed Resolution 7:

   Partial Amendments to the Articles of Incorporation and Delegation to Our Board of Directors of the Power to Determine Offering Terms in Connection with Issuance of Class Shares
   Approved as proposed.    The amendments to the Articles of Incorporation pertaining to the establishment of Model AA Class Shares in order to enable us to issue such shares was made to the Articles of Incorporation of TMC.    In addition, pursuant to Articles 199 and 200 of the Companies Act, the power to determine offering terms for issuance of the offered shares was delegated to the Board of Directors.

 

2


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

Chairman of the Board of Directors Takeshi Uchiyamada, President Akio Toyoda, Executive Vice Presidents Nobuyori Kodaira, Mitsuhisa Kato, Seiichi Sudo, Takahiko Ijichi, Didier Leroy, and Shigeki Terashi were elected and assumed their positions as Representative Directors.

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

 

  Chairman of the Board of

  Directors

  Takeshi Uchiyamada   Member of the Board of Directors   Ikuo Uno
  President   Akio Toyoda   Member of the Board of Directors   Haruhiko Kato
  Executive Vice President   Nobuyori Kodaira   Member of the Board of Directors   Mark T. Hogan
  Executive Vice President   Mitsuhisa Kato   Full-time Audit & Supervisory Board Member   Masaki Nakatsugawa
  Executive Vice President   Seiichi Sudo   Full-time Audit & Supervisory Board Member   Masahiro Kato
  Executive Vice President   Takahiko Ijichi   Full-time Audit & Supervisory Board Member   Yoshiyuki Kagawa
  Executive Vice President   Didier Leroy   Audit & Supervisory Board Member   Yoko Wake
  Executive Vice President   Shigeki Terashi   Audit & Supervisory Board Member   Teisuke Kitayama

  Member of the Board of

  Directors

  Shigeru Hayakawa   Audit & Supervisory Board Member   Hiroshi Ozu
Senior Managing Officers
  Hirofumi Muta   Koei Saga   Soichiro Okudaira   Kazuhiro Miyauchi
  Shigeru Hayakawa *   Tokuo Fukuichi   Satoru Mouri   Toshiyuki Mizushima
  Keiji Masui   Kiyotaka Ise   Moritaka Yoshida   Osamu Nagata
  Hiroji Onishi   James E. Lentz   Mitsuru Kawai   Shigeki Tomoyama

 

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

Managing Officers      
  Steve St. Angelo   Hayato Shibakawa   Hiroyuki Fukui   Takeshi Isogaya
  Johan van Zyl   Shinya Kotera   Koki Konishi   Jiro Kawamoto
  Kazuhiro Kobayashi   Tetsuya Otake   Yasuhiko Sato   Yuji Maki
  Kazuo Ohara   Kazuhiro Sato   Masayoshi Shirayanagi   Yoichi Miyazaki
  Riki Inuzuka   Tatsuro Takami   Mark S. Templin   Tetsuo Ogawa
  Shinji Kitada   Kyoichi Tanada   Takashi Yamamoto   Hiroaki Okuchi
  Masahisa Nagata   Tatsuro Ueda   Hiroki Nakajima   Christopher P. Reynolds
  Takeshi Numa   Karl Schlicht   Julie Hamp  

 

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.

 

3