EX-99.2 3 d347614dex992.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 13, 2025
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 121th 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 12, 2025

 

  (2)

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

 

Proposed Resolution 1:    Partial Amendments to the Articles of Incorporation
   It was proposed that the changes to the Articles of Incorporation necessitated by the transition from a company with an Audit & Supervisory Board to a company with an Audit and Supervisory Committee, including establishing new provisions regarding the Audit and Supervisory Committee and its members, deleting provisions regarding the Audit & Supervisory Board and its members, as well as establishing new provisions regarding the delegation of important business execution decisions, be made.
Proposed Resolution 2:    Election of 6 Members of the Board of Directors (Excluding Directors who are Audit & Supervisory Committee Members)
   It was proposed that the following 6 persons be elected as Members of the Board of Directors (excluding Members of the Board of Directors who are Audit & Supervisory Committee Members):
   Akio Toyoda, Koji Sato, Hiroki Nakajima, Yoichi Miyazaki, Shigeaki Okamoto and Kumi Fujisawa.
Proposed Resolution 3:    Election of 4 Members of the Board of Directors who are Audit & Supervisory Committee Members
   It was proposed that the following 4 persons be elected as Audit & Supervisory Committee Members:
   Christopher P. Reynolds, George Olcott, Masahiko Oshima and Hiromi Osada.
Proposed Resolution 4:    Determination of Amount of Compensation for Members of the Board of Directors (Excluding Audit and Supervisory Committee Members)


   It was proposed that the maximum cash compensation for members of the Board of Directors (excluding members of the Board of Directors who are Audit and Supervisory Committee Members) be set at 3.0 billion yen per year (of which, the maximum amount payable to outside members of the Board of Directors is 0.3 billion yen per year).
Proposed Resolution 5:    Determination of Amount of Compensation for Members of the Board of Directors Serving as the Audit and Supervisory Committee Members.
   It was proposed that the maximum compensation for members of the Board of Directors who are Audit and Supervisory Committee Members be set at 0.36 billion yen per year.
Proposed Resolution 6:    Determination of the Amount and Content of Restricted Share Compensation for Members of the Board of Directors (Excluding Outside Members of the Board of Directors and Audit and Supervisory Committee Members)
   It was proposed that, in accordance with the transition to a company with an Audit and Supervisory Committee, the maximum share compensation for members of the Board of Directors (excluding outside members of the Board of Directors and members of the Board of Directors who are Audit and Supervisory Committee Members. Hereinafter referred to as “Eligible Members of the Board of Directors”) be set at 4.0 billion yen per year (maximum of 4 million shares per year in total to Eligible Members of the Board of Directors) and the details of restricted share compensation for the Eligible Members of the Board of the Directors be determined.

 

  (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:

 

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

  109,940,143     91,295     176     111,269,657     98.80     Approved  

Proposed Resolution 2

                              

 Akio Toyoda

  107,621,689     2,376,609     32,597     111,270,016     96.72     Approved  

 Koji Sato

  109,016,870     981,414     32,597     111,270,002     97.97     Approved  

 Hiroki Nakajima

  109,412,539     617,901     176     111,269,737     98.33     Approved  

 Yoichi Miyazaki

  108,754,660     1,275,869     176     111,269,826     97.73     Approved  

 Shigeaki Okamoto

  109,570,585     459,676     176     111,269,558     98.47     Approved  

 Kumi Fujisawa

  109,608,893     421,437     176     111,269,627     98.50     Approved  

Proposed Resolution 3

                              

 Christopher P. Reynolds

  107,643,287     2,387,036     423     111,269,762     96.74     Approved  

 George Olcott

  101,079,751     8,950,506     176     111,269,449     90.84     Approved  

 Masahiko Oshima

  108,986,062     1,043,255     176     111,268,509     97.94     Approved  

 Hiromi Osada

  109,546,540     483,683     176     111,269,415     98.45     Approved  

Proposed Resolution 4

  109,659,338     301,004     70,455     111,269,562     98.55     Approved  

Proposed Resolution 5

  109,660,183     300,246     70,702     111,269,699     98.55     Approved  

Proposed Resolution 6

  108,410,908     1,489,151     131,070     111,269,355     97.43     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, 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.

For Proposed Resolutions 2, 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 Resolutions 4, 5, and 6, a majority vote of the shareholders present at the General Shareholders’ Meeting who hold shares representing in aggregate.

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.