Notice of AGM
Toyota Motor Corporation
07 June 2006
June 7, 2006
To All Shareholders:
President Katsuaki Watanabe
TOYOTA MOTOR CORPORATION
1, Toyota-cho, Toyota City, Aichi Prefecture
Notice of Convocation of FY2006 Ordinary General Shareholders' Meeting
(Unless otherwise stated, all financial information has been prepared
in accordance with generally accepted accounting principles in Japan)
English translation from the original Japanese-language document
Dear Shareholder,
Please refer to the following for information about the upcoming FY2006 Ordinary
General Shareholders' Meeting. We hope that you will be able to attend this
meeting.
If you are unable to attend the meeting, it would be appreciated if you could
find the time from your busy schedule to vote 'yes' or 'no' on the enclosed
ballot form, sign the form, and return it to us after reviewing the enclosed
documents no later than Thursday, June 22, 2006. Thank you very much for your
cooperation.
1. Date and time: 10:00 a.m., Friday, June 23, 2006
2. Venue: Toyota Head Office, 1, Toyota-cho, Toyota City, Aichi Prefecture
3. Meeting Agenda
Reports:
Report 1: Reports on business review, unconsolidated balance sheet and statement
of income for the FY2006 term (April 1, 2005 through March 31, 2006)
Report 2: Reports on consolidated balance sheet and statement of income for the
FY2006 term (April 1, 2005 through March 31, 2006) and report by
accounting auditors and board of corporate auditors on the audit
results of the consolidated financial statements.
Resolutions:
Proposed Resolution 1: Approval of Proposed Appropriation of Retained Earnings
for the FY2006 Term
Proposed Resolution 2: Partial Amendment of the Articles of Incorporation
Proposed Resolution 3: Election of 26 Directors
Proposed Resolution 4: Election of 3 Corporate Auditors
Proposed Resolution 5: Issue of Stock Acquisition Rights without Consideration
to Directors, Managing Officers and Employees, etc., of
Toyota Motor Corporation and its Affiliates
Proposed Resolution 6: Acquisition of Own Shares
Proposed Resolution 7: Award of Bonus Payments to Retiring Corporate Auditors,
and Payment of the Final Retirement Bonus to Directors
Due to the Abolishment of the Retirement Bonus System
for Directors
Proposed Resolution 8: Revision of the Amount of Remuneration for Directors
Note: - If you attend the meeting in person, please submit the enclosed
voting ballot at the reception desk. It will serve as your
admission pass.
- If you will be exercising your voting rights by proxy, the proxy
must be a shareholder with voting rights. You may appoint only one
proxy.
- If you engage to engage in split voting, please submit written
notice to that effect and the reasons for the split voting at least
three days prior to the general shareholders' meeting (by June 20,
2006).
- If any revisions are made to reference documents or attachments for
the general shareholders' meeting, the revisions will be posted on
the TMC Web site (http://www.toyota.co.jp).
(Attachment)
Business Report
(Fiscal Year under review: April 1, 2005 through March 31, 2006)
1. Outlook on Operation
(1) Progress and Achievement in Operation
Reviewing the general economic environment for the fiscal year ended March 2006,
the Japanese economy recovered moderately with higher capital expenditures
resulting from improved corporate revenues as well as personal consumption
steadily bottoming-out. Overseas, economic conditions were steady overall, with
higher capital expenditures and personal consumption in the United States of
America, and with continuing high growth rates in Asian economy, particularly in
China.
Under these conditions, Toyota Motor Corporation ('TMC') has been making an
effort to develop attractive products in order to satisfy its customers
worldwide.
During FY2006, TMC introduced the Lexus brand in Japan with an aim to establish
Lexus as a 'new global premium brand for the twenty-first century', and the GS,
SC, IS models, and the GS450h model, the first hybrid sedan marketed under the
Lexus brand, were launched in Japan. In addition, the Estima, a stylish
luxury-class minivan, and the Camry, which is sold in more than 100 countries
and regions, were completely redesigned. The new Rush, a compact SUV jointly
developed with Daihatsu Motor Co., Ltd., and other new series were also
launched.
Although vehicle sales in Japan decreased by 36 thousand units (or 1.9%) to
1,769 thousand units in FY2006 compared with FY2005, TMC achieved a high level
of the market share, excluding mini-vehicles, of 44.3% in FY2006. Exports of
completed vehicles increased by 144 thousand units (or 7.3%) to 2,126 thousand
units.
Overseas, TMC is proceeding with the construction of new plants in Texas, United
States, Guangzhou, China, and Russia. TMC completed increasing production
capacity at plants in the United Kingdom and France. In China, Tianjin FAW
Toyota Motor Co., Ltd. began local production of the REIZ (marketed in Japan as
the Mark X). Through such active business operations, TMC's overseas production
output during FY2006 reached a record high of 3,731 thousand units, an increase
of 604 thousand units (or 19.3%), compared with FY2005.
Through the global expansion of production sites, introduction of vehicles that
appropriately meet customer needs in Japan and overseas, and through the
implementation of various sales measures, the total number of Toyota vehicles
sold worldwide reached a record high of 7,399 thousand, an increase of 600
thousand units (or 8.8%) compared with FY2005. In addition, the global sales of
the Toyota group overall, including Daihatsu Motor Co., Ltd. and Hino Motors,
Ltd., were 8,252 thousand vehicles, exceeding the 8-million vehicle mark for the
first time in Toyota's history.
TMC concluded a basic agreement with Fuji Heavy Industries Ltd. concerning
collaboration with respect to development and production, and preparations are
currently underway for the start of production of the Camry at a Fuji Heavy
Industries facility for the North American market in 2007.
As TMC proceeds with these business developments, TMC has made environmental
issues a management priority and is actively undertaking research and
development of the latest technologies to address environmental issues. Hybrid
technologies in particular are 'Key Technologies for Environmental Measures in
the Twenty-First Century', and TMC is aiming to enhance its hybrid lineup and to
achieve cost reduction to encourage the widespread use of hybrid technology. As
a result of these efforts, global sales of hybrid vehicles in FY2006 were 252
thousand units and cumulative sales of hybrid vehicles are in excess of 610
thousand units.
In order to cater to the diverse needs of the customers, TMC is also actively
developing its businesses in financial services and information and
telecommunications industries. With regard to financial services, we have
expanded business as a stable global source of revenues for the automobile
business by expanding the number of countries with bases of operations to 31.
In the telecommunications field, Toyota updated its existing G-BOOK information
network services and released greatly enhanced basic security, safety, and
comfort services under the name G-BOOK ALPHA. In the housing business, the
implementation of various sales strategies spurred sales to 4,693 units, a
historical high.
In addition to TMC's strong sales initiatives, improvements in management
efficiency and Toyota's diligent efforts to reduce costs resulted in net sales
of 10,191.8 billion yen, up 973.5 billion yen (10.6%) from FY2005, and ordinary
income of 1,104.7 billion yen, up 248.5 billion yen (29.0%) from FY2005. Net
income in FY2006 increased to 765.9 billion yen, by 236.6 billion yen (or 44.7%)
compared to FY2005.
The breakdown of unconsolidated sales is as follows:
Unit: million yen
FY2006 FY2005 Increase (Decrease)
(April 2005 through (April 2004 through
March 2006) March 2005)
(Percent of
changes)
Domestic 3,089,844 3,122,839 -32,995 (-1.1)
Vehicles Export 4,729,374 4,061,132 668,242 (16.5)
Total 7,819,218 7,183,972 635,246 (8.8)
Parts & Export 970,928 831,438 139,490 (16.8)
components for
overseas
production
Domestic 385,738 366,936 18,802 (5.1)
Parts Export 242,182 206,256 35,926 (17.4)
Total 627,921 573,193 54,728 (9.5)
Domestic 204,297 165,141 39,156 (23.7)
Other Export 569,473 464,640 104,833 (22.6)
Total 773,771 629,781 143,990 (22.9)
Domestic 3,679,880 3,654,917 24,963 (0.7)
Grand total Export 6,511,958 5,563,468 948,490 (17.0)
Total 10,191,838 9,218,386 973,452 (10.6)
With respect capital expenditures, Toyota continued its company-wide efforts to
improve capital efficiency and invested actively in new technologies and
products including hybrid systems as well as the development of business
infrastructure to increase production capacities in order to respond to customer
demand. As a result, total capital expenditures for FY2006 were resulting in
351.5 billion yen.
(2) Trends in Unconsolidated Income and Assets
Unit: million yen otherwise noted
FY2003 FY2004 FY2005 FY2006
(April 2002 through (April 2003 through (April 2004 through (April 2005 through
March 2003) March 2004) March 2005) March 2006)
Net sales 8,739,310 8,963,712 9,218,386 10,191,838
Ordinary income 892,676 915,728 856,231 1,104,781
Net income 634,059 581,470 529,329 765,961
Net income per share 178.12 171.08 160.38 235.20
(yen)
Net assets 5,703,321 5,984,675 6,057,810 6,686,895
Total assets 8,592,823 8,817,164 9,070,991 9,909,010
Notes:
1. In FY2003, TMC accounted for 162,457 million yen as 'Gains on return of the
substitutional portion of employee pension fund' in 'Extraordinary gains.'
As a result, 'Net income' increased by 95,395 million yen.
2. In FY2004, TMC accounted for 23,231 million yen as 'Losses on returned
assets of substitutional portion of employee pension fund' in
'Extraordinary losses.' As a result, 'Net income' decreased by 13,957
million yen.
3. Effective from FY2005, Toyota adopted the accounting standards on
Impairment of Fixed Assets. As a result of the adoption, Toyota accounted
for 24,996 million yen as 'Extraordinary Losses', and 'Net Income'
decreased by the same amount.
(3) Issues for TMC
Although we expect gradual growth in the global economy, there are various
factors contributing to instability, including concerns about future
developments in the U.S. economy and high oil prices worldwide. The Japanese
economy is on a recovery trend, but troubling factors such as higher prices for
raw materials and fluctuations in exchange rates still remain. In addition,
automobile manufacturers around the world are introducing hybrid models on an
increasing scale and expanding their development of next-generation technologies
in response to environmental, safety, and energy issues, resulting in intense
global competition that has become a struggle for survival.
In order to survive the competition, and continue further growth, the Toyota
group will make a collected effort to work on the following issues:
Among the immediate issues that Toyota is facing are, in Japan, the launch of
the Lexus brand, further clarification of the channel identities of the Toyota,
Toyopet, Corolla, and Netz sales channels, and reinforcement of the Japanese
sales network. Overseas, in North America, Europe, Asia and other regions,
Toyota is working diligently towards the successful commencement start of
production at new plants, further developing integrated structures in
conjunction with procurement, production, and sales divisions, and promoting
corporate activities with deep local ties in each region.
Medium- to long-term issues include, first of all, focus on development of
cutting-edge technologies and their use in products to continue providing
customers around the world with products that are environmentally-friendly,
safe, comfortable, and attractive. Next, the entire Toyota Group is making
concerted efforts to maintain and improve the world's highest levels of quality
and strengthen our cost competitiveness, and build optimal business structures
in order to achieve a balance between growth and efficiency. In addition,
Toyota strives to be a company with energy and dignity that fulfills its social
responsibilities by carrying out corporate social responsibility (CSR)
activities through philanthropic activities undertaken from a global perspective
and employing through corporate ethics including full compliance with applicable
laws and regulations. The origin of corporate competitiveness is the
development of human resources, and Toyota is training the highly creative human
resources who can pass on Toyota's manufacturing technologies, skills, and
values to the next generation.
By addressing these issues, Toyota is working to enhance its corporate value as
a company that can compete successfully on a global scale and maintain growth
that is in harmony with society rooted in 'Manufacturing'.
We thank our shareholders for their continuing support.
2. Company Outline (as of March 31, 2006)
(1) Main Business
Business Main products
Auto-mobile Passenger LS, GS, GS450h, ES, IS, SC, LX, GX, RX, RX400h, Century, Celsior, Crown, Brevis,
vehicles Progres, Mark X, Camry, Premio, Allion, Avensis, Comfort, Prius, Corolla, Belta,
Celica, MR-S, Allex, Raum, Porte, Ractis, bB, ist, Vitz, Passo, Mark II Blit,
Caldina, Succeed Wagon, Probox Wagon, Estima, Estima Hybrid, Isis, Ipsum, WISH,
SIENTA, Alphard, Alphard Hybrid, Hiace Wagon, Noah, Voxy, Land Cruiser Wagon,
Hilux Surf, Harrier, Harrier Hybrid, Kluger L, Kluger Hybrid, RAV4, Rush,
Volkswagen vehicles, etc.
Truck and bus Succeed Van, Probox Van, Hiace, Regiusace Van, Townace, Liteace, Dyna, Toyoace,
Land Cruiser, Coaster, etc.
Parts & Various units and parts for overseas production
components
for overseas
production
Parts Various maintenance parts for both domestic and overseas use
Housing Espacio GX, Espacio GR, Espacio Mezzo, Espacio EF Urban Wind, Espacio EF3, Espacio
EF, Espacio EF Tradage, Since Aventino,
Since AIII, Since BIII, Since AII, Since Raison, Since Cada, Since Smart Stage
More, Since Smart Stage, Vie a, Vie a mia casa, Vie a Tradage
(2) Main Sites and Plants
Head Office: 1, Toyota-cho, Toyota City, Aichi Prefecture
Tokyo Head Office: 1-4-18, Koraku, Bunkyo-ku Tokyo
Name Location Name Location
Nagoya Office Aichi Prefecture Tokyo Design Research & Tokyo
Laboratory
Osaka Office Osaka Prefecture Nisshin Training Center Aichi Prefecture
Honsha Plant Aichi Prefecture Nagoya Wharf Center Aichi Prefecture
Motomachi Plant Aichi Prefecture Tobishima Center Aichi Prefecture
Kamigo Plant Aichi Prefecture Tokai Center Aichi Prefecture
Takaoka Plant Aichi Prefecture Haruhi Parts Center Aichi Prefecture
Miyoshi Plant Aichi Prefecture Inazawa Parts Center Aichi Prefecture
Tsutsumi Plant Aichi Prefecture Oguchi Parts Center Aichi Prefecture
Myochi Plant Aichi Prefecture Kamigo Logistics Center Aichi Prefecture
Shimoyama Plant Aichi Prefecture Tobishima Logistics Center Aichi Prefecture
Kinuura Plant Aichi Prefecture Kasugai Housing Works Aichi Prefecture
Tahara Plant Aichi Prefecture Tochigi Housing Works Tochigi Prefecture
Teiho Plant Aichi Prefecture Yamanashi Housing Works Yamanashi Prefecture
Hirose Plant Aichi Prefecture Taiwan Office Taipei, Taiwan
Higashi-Fuji Technical Center Shizuoka Prefecture China Office Beijing, China
Shibetsu Proving Ground Hokkaido
(3) Status of shares
1. Total number of shares authorized 9,740,185,400 shares
2. Total number of shares issued 3,609,997,492 shares
3. Number of shareholders 357,948
4. Major Shareholders (top 10)
(unit: thousands of shares otherwise noted)
Name Number of Toyota Ownership Toyota's share Toyota's
shares held interest ratio holdings Ownership
(%) interest ratio
(%)
Japan Trustee Services Bank, Ltd. 304,140 8.42 - -
The Master Trust Bank of Japan, 215,206 5.96 - -
Ltd.
Toyota Industries Corporation 200,025 5.54 76,600 23.51
Nippon Life Insurance Co. 132,577 3.67 - -
Hero and Company 123,522 3.42 - -
State Street Bank and Trust Company 116,186 3.22 - -
Trust & Custody Services Bank, Ltd. 101,694 2.82 - -
Tokio Marine and Nichido Fire 83,821 2.32 - -
Insurance Co., Ltd.
Mitsui Sumitomo Insurance Co., Ltd. 65,166 1.81 15,410 1.02
The Chase Manhattan Bank, N.A. 60,666 1.68 - -
London
Notes:
1. In addition to the above, TMC owns 368,240 thousand treasury stocks.
2. Hero and Company is a nominee of The Bank of New York, the trustee
organization of the TMC's American Depository Receipt (ADR).
3. TMC owns 6 thousand shares (or 0.37%) of Millea Holdings, Inc., a holding
company of Tokio Marine and Nichido Fire Insurance Co., Ltd.
(4) Repurchase, disposal and holding of shares
1. Shares repurchased
Common shares 27,675,472 shares
Total value of shares repurchased 134,150,708,260 yen
2. Disposed Shares
Common shares 1,354,000 shares
Total value of reissued shares 4,521,309,684 yen
3. Shares for which retirement procedures were implemented
Not applicable.
4. Shares held at the end of the fiscal year
Common shares 368,240,025 shares
(5) Status of Employees
Number of employees (changes from end of prior FY) Average age Average length of service
78,952 (+ 408) 37.0 15.0 years
(6) Main Subsidiaries and Others
1. Status of main subsidiaries
Company Name Capital/ TMC Main Business
subscription ownership
interest
ratio
million yen %
Toyota Financial Services Corporation 78,525 100.00 Management of domestic and
overseas financial companies
Hino Motors, Ltd. 72,717 50.20* Manufacture and sales of
automobiles
Toyota Motor Kyushu, Inc. 45,000 100.00 Manufacture and sales of
automobile bodies
Daihatsu Motor Co., Ltd. 28,404 51.32* Manufacture and sales of
automobiles
Toyota Finance Corporation 16,500 100.00* Finance of automobile sales,
card business
Toyota Administa Corporation 14,394 100.00 Administration of dealers in the
Tokyo region
Toyota Auto Body Co., Ltd. 10,371 56.08* Manufacture and sales of
automobile bodies
Tokyo Toyo-pet Motor Sales Co., Ltd. 8,090 100.00* Sales of automobiles
Kanto Auto Works, Ltd. 6,850 50.46* Manufacture and sales of
automobile bodies
Currencies in
thousands
Toyota Motor Manufacturing North America, USD 1,958,949 100.00* Management of manufacturing
Inc. subsidiaries in North America
Toyota Motor Manufacturing, Kentucky, USD 1,180,000 100.00* Manufacture and sales of
Inc. automobiles
Toyota Motor North America, Inc. USD 933,600 100.00 Public relations, and surveys of
overall North America
Toyota Motor Credit Corporation USD 915,000 100.00* Finance of automobile sales
Toyota Motor Manufacturing, Indiana, Inc. USD 620,000 100.00* Manufacture and sales of
automobiles
Toyota Motor Sales, U.S.A., Inc. USD 365,000 100.00* Sales of automobiles
Toyota Motor Manufacturing Canada Inc. CAD 680,000 100.00 Manufacture and sales of
automobiles
Toyota Credit Canada Inc. CAD 60,000 100.00* Finance of automobile sales
Toyota Motor Europe S.A./N.V. EUR 2,443,595 100.00 Management of all European
affiliates
Toyota Motor Italia S.p.A. EUR 38,958 100.00* Sales of automobiles
Toyota Kreditbank G.m.b.H. EUR 30,000 100.00* Finance of automobile sales
Toyota Espana, S.L. EUR 10,907 100.00* Sales of automobiles
Toyota Deutschland G.m.b.H. EUR 5,726 100.00* Sales of automobiles
Toyota France S.A. EUR 2,123 100.00* Sales of automobiles
Toyota Motor Finance (Netherlands) B.V. EUR 908 100.00* Finance of overseas TMC related
companies
Toyota Motor Manufacturing (UK) Ltd. GBP 300,000 100.00* Manufacture and sales of
automobiles
Toyota Financial Services (UK) PLC GBP 94,000 100.00* Finance of automobile sales
Toyota (GB) PLC GBP 2,600 100.00* Sales of automobiles
Toyota Motor Manufacturing Russia Ltd. RUB 29,369 100.00* Sales of automobiles
Toyota Motor Corporation Australia Ltd. AUD 481,100 100.00 Manufacture and sales of
automobiles
Toyota Finance Australia Ltd., etc. AUD 120,000 100.00* Finance of automobile sales
Toyota Motor Asia Pacific Pte Ltd. SGD 6,000 100.00 Sales of automobiles
Toyota Motor Thailand Co., Ltd. THB 7,520,000 86.43 Manufacture and sales of
automobiles
Toyota Leasing (Thailand) Co., Ltd THB 6,000,000 79.17* Finance of automobile sales
Toyota do Brasil Ltda. BRL 709,980 100.00 Manufacture and sales of
automobiles
Toyota Financial Services South Africa ZAR 450,000 66.67* Finance of automobile sales
(Pty) Ltd.
Toyota South Africa Motors (Pty) Ltd. ZAR 50 100.00* Manufacture and sales of
automobiles
Notes:
1.* Indicates that the ownership interest ratio includes such ratio of TMC
subsidiaries.
2. The ownership interest ratios are calculated based on the total number of
shares issued at the end of the fiscal year.
3. On October 1, 2005, Toyota Motor Marketing Europe NV/SA merged with Toyota
Motor Europe NV/SA and Toyota Motor Engineering & Manufacturing Europe NV/SA;
the newly formed company then officially adopted the name Toyota Motor Europe NV
/SA.
2. Status of main affiliates
Company Name Capital TMC ownership Main business
subscription interest ratio
million yen %
Toyota Industries Corporation 80,462 *23.73 Manufacture and sales of spinning
and weaving machines, industrial
vehicles, and automobile bodies and
parts
Aichi Steel Corp. 25,016 *24.21 Manufacture and sales of specialty
steel and forged steel products
JTEKT Corporation 35,877 *22.91 Manufacture and sales of work
machine tools, home accessory
equipment and automobile parts
Toyota Tsusho Corporation 26,748 *23.34 Trading and export/import of various
products
Aisin Seiki Co., Ltd. 45,049 *22.36 Manufacture and sales of automobiles
parts and household appliances
Denso Corporation 187,456 *23.13 Manufacture and sales of automobile
parts
Toyota Boshoku Corporation 8,400 *41.50 Manufacture and sales of automobile
parts
Toyoda Gosei Co., Ltd. 28,027 *42.82 Manufacture and sales of automobile
parts
Notes:
1.* Indicates that the ownership interest ratio includes such ratio of TMC
subsidiaries.
2. The ownership interest ratios are calculated based on the total number of
shares issued at the end of the fiscal year.
3. JTEKT Corporation is the result of the merger of Koyo Seiko Co., Ltd. with
Toyoda Machine Works, Ltd. on January 1, 2006.
3. Results of consolidation
- TMC has 523 consolidated subsidiaries and there are 56 companies accounted for
under the equity method.
- Consolidated revenues for FY2006 were 21,036.9 billion yen and consolidated
net income was 1,372.1 billion yen.
(Note: Our consolidated financial statements are prepared in accordance with
accounting principles generally accepted in the United States of America.)
4. Status of business alliances
- October 1966 Commenced business dealings with Hino Motors, Ltd.
- November 1967 Commenced business dealings with Daihatsu Motor Co., Ltd.
- March 2006 Commenced business dealings with Fuji Heavy Industries Ltd.
5. Status of important joint ventures
- February 1984 Established New United Motor Manufacturing, Inc. for joint
production of passenger cars in the U.S. with GM.
- January 2002 Concluded a joint venture contract with Peugeot Citroen
Automobiles SA for joint production of compact cars.
- August 2002 Basic agreement signed with China FAW Group Corporation
regarding joint automobile operations in China.
- June 2004 Concluded a joint venture contract with Guangzhou Automobile
Group in order to produce and sell passenger cars in China.
6. Status of important sales alliances
- July 1991 Reached a basic agreement with Volkswagen AG and its Japanese
subsidiary for selling all VW vehicles in the Japanese
market.
(7) Board of Directors and Corporate Auditors
Name Position Main areas of responsibility ( ) indicates position
Hiroshi Okuda *Chairman of the Board
Fujio Cho *Vice Chairman
Katsuhiro Nakagawa *Vice Chairman
Katsuaki Watanabe *President
Tokuichi Uranishi *Executive Vice President - Overseas Operations (Overseas Planning Operations Group, The
Americas Operations Group, Europe & Africa Operations Group and
Asia, Oceania & Middle East Operations Group)
- Europe & Africa Operations Group (Chief Officer)
Kazuo Okamoto *Executive Vice President - Research & Development (R & D Management, Technical
Administration, Design, Product Development, Vehicle
Engineering, Motor Sports)
- Design Group (Chief Officer)
Kyoji Sasazu *Executive Vice President Domestic Sales Operations
Mitsuo Kinoshita *Executive Vice President - Corporate Planning
- General Management (General Administration & Human Resources,
Finance & Accounting, Information Systems)
- Business Development
- Government & Public Affairs
- Housing
- Global Audit Div.
- Corporate Planning Div.
- Research Div.
Yoshimi Inaba *Executive Vice President - Overseas Operations (China Operations Group)
- Customer Service Operations
- China Operations Group (Chief Officer)
- China Office
Takeshi Uchiyamada *Executive Vice President - Production
- TQM
- Environmental Affairs
Masatami Takimoto *Executive Vice President - Quality Control
- Research & Development (Power Train Development, Future
Project)
- Fuel Cell System Development
- Power Train Development Group (Chief Officer)
- Fuel Cell System Development Group (Chief Officer)
*Executive Vice President - Product Management
- IT & ITS
Akio Toyoda - Purchasing
- IT & ITS Group (Chief Officer)
- e-TOYOTA Div.
Tetsuo Hattori Senior Managing Director - Quality Group (Chief Officer)
- Vehicle Engineering Group (Chief Officer)
- Future Project Div.
- Motor Sports Div.
Yukitoshi Funo Senior Managing Director - The Americas Operations Group (Chief Officer)
- Chairman of Toyota Motor Sales, U.S.A., Inc.
Takeshi Suzuki Senior Managing Director - Finance & Accounting Group (Chief Officer)
- Information Systems Group (Chief Officer)
Senior Managing Director - Production Control & Logistics Group (Chief Officer)
Atsushi Niimi - Manufacturing Group (Chief Officer)
- TQM Promotion Div. (Chief Officer)
Hajime Wakayama Senior Managing Director - Business Development Group (Chief Officer)
- Purchasing Group (Chief Officer)
Hiroshi Takada Senior Managing Director - Overseas Planning Operations Group (Chief Officer)
- Product Management Div.
Teiji Tachibana Senior Managing Director - General Administration & Human Resources Group (Chief Officer)
- Housing Group (Chief Officer)
Shinichi Sasaki Senior Managing Director - President of Toyota Motor Europe NV/SA
Senior Managing Director - Government & Public Affairs Group (Chief Officer)
Shin Kanada
Akira Okabe Senior Managing Director - Asia, Oceania & Middle East Operations Group (Chief Officer)
- Taiwan Office
Yoshio Shirai Senior Managing Director - Technical Administration Group (Chief Officer)
- Product Development Group (Chief Officer)
- Environmental Affairs Div.
- R & D Management Div.
Yoichiro Ichimaru Senior Managing Director - Domestic Sales Operations Group (Chief Officer)
- Customer Service Operations Group (Chief Officer)
Shoji Ikawa Senior Managing Director - Production Engineering Group (Chief Officer)
Shoichiro Toyoda Honorary Chairman
Hideaki Miyahara Full-time Corporate Auditor
Yoshiro Hayashi Full-time Corporate Auditor
Chiaki Yamaguchi Full-time Corporate Auditor
Yasutaka Okamura Corporate Auditor Lawyer
Hiromu Okabe Corporate Auditor Chairman and C.E.O. of Denso Corporation
Yoichi Kaya Corporate Auditor Assistant Director of Research Institute of Innovative
Technology for the Earth
Tadashi Ishikawa Corporate Auditor Chairman of Toyota Industries Corporation
Notes:
1. * Representative Director
2. Mr. Yasutaka Okamura and Mr Yoichi Kaya satisfy the qualifications of outside
Corporate Auditors as provided in Article 18 Paragraph 1 of the former 'Special
Law of the Commercial Code Concerning the Audit, etc. of Stock Corporations
(Kabushiki-Kaisha).'
3. Mr. Kosuke Ikebuchi, Mr. Akihiko Saito, Mr. Ryuji Araki, Mr. Yoshio Ishizaka,
Mr. Kosuke Shiramizu, Mr. Kazushi Iwatsuki, Mr. Yasuhito Yamauchi, Mr. Takashi
Kamio, Mr. Hiroyuki Watanabe, and Mr. Akio Matsubara, have resigned upon the
expiration of their term of office following FY2005 Ordinary General
Shareholders' Meeting on June 23, 2005.
4. On October 1, 2005, Toyota Motor Marketing Europe NV/SA merged with Toyota
Motor Europe NV/SA and Toyota Motor Engineering & Manufacturing Europe NV/SA;
the newly formed company then officially adopted the name Toyota Motor Europe NV
/SA.
(8) Compensation paid to directors and corporate auditors
Category No. of Amount paid Remarks
persons (million yen)
Directors 26 940 Directors' compensation: 130 million yen or less per month
Corporate 7 101 Auditors' compensation: 13 million yen or less per month
Auditors (Decided by resolution at an extraordinary general
Total 33 1,042 shareholders' meeting held on May 13, 1982.)
Notes:
1. The numbers of persons are as of the end of the fiscal year.
2. In addition to the above, the amounts indicated below were also paid.
(1) Executive bonuses
(decided by resolution at FY2005 Ordinary General Shareholders'
Meeting held on June 23, 2005)
Directors 614 million yen
Corporate Auditors 51 million yen
(2) Condolence money and retirement benefits paid to retiring directors
(decided by resolution at FY2005 Ordinary General Shareholders'
Meeting held on June 23, 2005)
Directors 2,829 million yen
(9) Compensation to Accounting Auditor
1. Total compensation and other amounts paid by TMC and subsidiaries: 1,421
million yen
2. Total amount included in 1. above paid for auditing and certification of
financial statements: 901 million yen
3. Total amount included in 2. above paid by TMC to accounting auditor: 360
million yen
Note: The amount in 3. above includes compensation for audits performed in
compliance with the Securities and Exchange Law and so on.
(10) Status of Stock Acquisition Rights
1. Stock Acquisition Rights Issued and outstanding
(1) Number of Stock Acquisition Rights issued:
58,209 (The number of shares to be issued or transferred upon exercise of one
Stock Acquisition Right is 100)
(2) Type and Number of Shares to be Issued or Transferred upon Exercise of
Stock Acquisition Rights
5,820,900 shares of common stock of TMC
(3) Issue Price of Stock Acquisition Rights
No consideration shall be paid at the time of issuance of the Stock
Acquisition Rights
2. Stock Acquisition Rights Issued Under Especially Preferential Conditions to
Persons Other Than Shareholders during the Last Fiscal Year
(1) Number of Stock Acquisition Rights issued:
21,040 (The number of shares to be issued or transferred upon exercise of
one Stock Acquisition Right is 100)
(2)Type and Number of Shares to be Issued or Transferred upon Exercise of Stock
Acquisition Rights
2,104,000 shares of common stock of TMC
(3)Issue Price of Stock Acquisition Rights
No consideration shall be paid at the time of issuance of the Stock
Acquisition Rights
(4)Amount to be Paid per share upon the Exercise of Stock Acquisition Rights
4,377.00 yen
(5)Conditions of Exercise of Stock Acquisition Rights
(i) The exercise period of the Stock Acquisition Rights is from August 1, 2007
to July 31, 2011.
(ii) No Stock Acquisition Right may be exercised partially.
(iii) The grantees of the Stock Acquisition Rights must be a Director, Managing
Officer, employee, or in another similar position of the company at the
time such rights are granted by the conclusion of the Ordinary General
Shareholders' Meeting for the final fiscal period within two years
immediately following the conclusion of the FY2005 Ordinary General
Shareholders' Meeting.
(iv) Stock Acquisition Rights may not be inherited.
(v) Other exercise conditions shall be provided for in the contract of Grant
of Stock Acquisition Rights between TMC and the grantees of the Stock
Acquisition Rights.
(6) Events and Conditions of Cancellation of Stock Acquisition Rights
(i) Stock Acquisition Rights may be cancelled without consideration upon
approval by a General Shareholders' Meeting of an agendum on a merger agreement
in which TMC is a company to be dissolved, or an agendum on a share exchange
agreement or a share transfer in or by which TMC will become a wholly-owned
subsidiary of another company.
(ii) TMC may cancel the Stock Acquisition Rights without consideration if a
grantee of the Stock Acquisition Rights becomes no longer qualified to exercise
such rights pursuant to the provision provided for in (iii) or (v) of (5) above.
(7) Details of Preferential Conditions
TMC will issue Stock Acquisition Rights without consideration to directors,
managing officers and employees, etc., of TMC and its affiliates.
(8) Names of Persons Granted and Number of Stock Acquisition Rights Granted
Directors of TMC
Name Number of Stock Name Number of Stock
Acquisition Rights Acquisition Rights
Hiroshi Okuda 200 Yukitoshi Funo 150
Fujio Cho 200 Takeshi Suzuki 150
Katsuhiro Nakagawa 200 Atsushi Niimi 150
Katsuaki Watanabe 200 Hajime Wakayama 150
Tokuichi Uranishi 200 Hiroshi Takada 150
Kazuo Okamoto 200 Teiji Tachibana 150
Kyoji Sasazu 200 Shinichi Sasaki 150
Mitsuo Kinoshita 200 Shin Kanada 150
Yoshimi Inaba 200 Akira Okabe 150
Takeshi Uchiyamada 200 Yoshio Shirai 150
Masatami Takimoto 200 Yoichiro Ichimaru 150
Akio Toyoda 200 Shoji Ikawa 150
Tetsuo Hattori 150 Shoichiro Toyoda 200
Managing Officers of TMC
Name Number of Stock Name Number of Stock
Acquisition Rights Acquisition Rights
Koichi Ina 100 Nobuyoshi Hisada 100
Yoshikazu Amano 100 Yasumori Ihara 100
Takeshi Yoshida 100 Mitsuhisa Kato 100
Shinzo Kobuki 100 Takahiko Ijichi 100
Akira Sasaki 100 Toshio Furutani 100
Hiroshi Kawakami 100 Tetsuo Agata 100
Hitoshi Nishiyama 100 John H. Conomos 100
Iwao Nihashi 100 Panagiotis J. Athanasopoulos 100
Tadashi Arashima 100 Senta Morioka 100
Masamoto Maekawa 100 Hironobu Inoue 100
Mamoru Furuhashi 100 Kazuhiko Takarada 100
Satoshi Ozawa 100 Masayuki Nakai 100
Seichi Sudo 100 Toshiki Hayama 100
Yasuhiko Ichihashi 100 Takahiro Iwase 100
Tadashi Yamashina 100 Akihito Tsuji 100
Takashi Hata 100 Yoshihiko Masuda 100
James E. Press 100 Nobuo Kobayashi 100
Gary L. Convis 100 Yoshimasa Ishii 100
Alan J. Jones 100 Tatsuya Kaneko 100
Wahei Hirai 100 Takeshi Shirane 100
Tatehito Ueda 100 Masanao Tomozoe 100
Takashi Shigematsu 100 Katsunori Itasaka 100
Yuzo Ushiyama 100 Tokuyuki Takahashi 100
Yoshikatsu Tanaka 100 Real C. Tanguay 100
Executive Technical Advisor of TMC
Name Number of Stock Name Number of Stock
Acquisition Rights Acquisition Rights
Kosuke Ikebuchi 100 Norihiko Nakamura 100
Hiroyuki Watanabe 100 Nanpachi Hayashi 100
Hiroshi Ginya 100
Employees of TMC, and Employees and Directors of TMC's Affiliates (top 10)
Company Name Number of Stock
Acquisition Rights
Toyota Motor Manufacturing, Kentucky, Inc. Steven St. Angelo 50
Toyota Motor Credit Corporation George E. Borst 50
Toyota Motor Sales, U.S.A., Inc. Donald V. Esmond 50
Toyota Motor Sales, U.S.A., Inc. J. Davis Illingworth 50
Toyota Motor Sales, U.S.A., Inc. Dian D. Ogilvie 50
Toyota Motor Europe NV/SA Thierry P. H. B. Dombreval 50
Toyota Kreditbank G.m.b.H. Walter Leyendecker 50
Toyota Motor Manufacturing (UK) Ltd. Hein Van Gerwen 50
Toyota Finance Australia Ltd. Ross P. Springer 50
Toyota South Africa Motors (Pty) Ltd. Johannes J.van Zyl 50
Note: On October 1, 2005, Toyota Motor Marketing Europe NV/SA merged with Toyota
Motor Europe NV/SA and Toyota Motor Engineering & Manufacturing Europe NV/SA;
the newly formed company then officially adopted the name Toyota Motor Europe NV
/SA.
(9) Breakdown of Stock Acquisition Rights Granted to Employees of TMC, and
Directors, Corporate Auditors, and Employees of TMC's Subsidiaries
Number of Stock Type and Number of Shares to be Total Number of
Acquisition Rights Issued or Transferred upon Exercise Persons Granted Rights
of Stock Acquisition Rights
(Common stock)
Employees of TMC 9,460 946,000 shares 473
Directors of TMC's 930 93,000 shares 36
subsidiaries and
affiliates
Auditors of TMC's 0 0 shares 0
subsidiaries and
affiliates
Employees of TMC's 800 80,000 shares 34
subsidiaries and
affiliates
UNCONSOLIDATED BALANCE SHEET
(Million yen; amounts less than one million yen are
omitted.)
FY2006 FY2006
(As of (As of
March 31, 2006) March 31,
2006)
Assets Liabilities
Current assets 3,795,723 Current liabilities 2,379,900
Cash and deposits 107,674 Trade notes payable 1,117
Trade accounts receivable 1,206,641 Trade accounts payable 1,044,613
Marketable securities 922,033 Other payables 393,585
Finished goods 147,413 Income taxes payable 218,256
Raw materials 27,336 Accrued expenses 491,032
Work in process 109,970 Deposits received 207,254
Supplies 8,177 Other 24,040
Short-term loans 476,766 Long-term liabilities 842,213
Deferred income taxes 259,372 Bonds 500,000
Other 536,835 Allowance for retirement benefits 288,961
Less: Allowance for doubtful (6,500) Deferred income taxes 24,798
accounts
Other 28,454
Fixed assets 6,113,286 Total liabilities 3,222,114
Property, plant and equipment 1,279,608 Shareholders' equity
Buildings 377,018 Common stock 397,049
Structures 40,401 Capital surplus 416,970
Machinery and equipment 291,186 Capital reserve 416,970
Vehicle and delivery equipment 13,663 Retained earnings 6,614,868
Tools, furniture and fixtures 88,795 Legal reserve 99,454
Land 385,886 Reserve for losses on overseas 197
investments
Construction in progress 82,656
Reserve for special
depreciation 3,196
Investments and other assets 4,833,678 Reserve for reduction of 6,586
acquisition cost of fixed
assets
Investments in securities 2,314,903 General reserve 5,340,926
Investments in subsidiaries and 1,945,521 Unappropriated retained 1,164,506
affiliates earnings at end of year
Long-term loans 476,422 Net unrealized gains on other 518,155
securities
Other 127,430 Less: treasury stock (1,260,148)
Less: Allowance for doubtful
accounts (30,600) Total shareholders' equity 6,686,895
Total assets 9,909,010 Total liabilities and 9,909,010
shareholders' equity
Notes:
1. Short-term receivables from subsidiaries and affiliates: 1,471,267 million
yen
2. Long-term receivables from subsidiaries and affiliates: 376,411 million yen
3. Short-term payables to subsidiaries and affiliates: 1,056,216 million yen
4. Accumulated depreciation for property, plant and equipment: 3,388,040
million yen
5. Assets pledged as collateral Marketable securities: 9,012 million yen
Investment securities: 2,019 million yen
6. Guarantees: 69,348 million yen
7. Export bill discounted: 3,779 million yen
8. The increase of net assets due to stating fair value of certain assets in
accordance with the former Commercial Code Enforcement Regulation (Article
124 Item 3) is 518,155 million yen.
9. The retirement benefit trust is established to appropriate the retirement
benefits of the corporate pension plan, no portion of the trust offsetting
the severance indemnity plan.
UNCONSOLIDATED STATEMENT OF INCOME
(Million yen; amounts less than one million yen are omitted.)
FY2006
(April 2005 through
March 2006)
Net sales 10,191,838
Cost of sales 8,248,627
Selling general and administrative expenses 1,095,212
Operating income 847,998
Non-operating income 342,165
Interest income 18,686
Dividend income 228,670
Other non-operating income 94,808
Non-operating expenses 85,382
Interest expenses 10,715
Other non-operating expenses 74,666
Ordinary income 1,104,781
Income before income taxes 1,104,781
Income taxes - current 354,100
Income taxes - deferred (15,279)
Net income 765,961
Unappropriated retained earnings brought forward 512,778
Loss on sales of treasury stock 388
Interim cash dividends 113,844
Unappropriated retained earnings at end of 1,164,506
year
Notes:
1. Sales to subsidiaries and affiliates: 6,617,657 million yen
2. Purchases from subsidiaries and affiliates: 4,548,728 million yen
3. Non-operating transactions with subsidiaries and affiliates:
366,219 million yen
4. Net income per share: 235.20 yen
SIGNIFICANT ACCOUNTING POLICIES
1. Valuation of securities:
Stocks of subsidiaries are stated at cost determined using the moving
average method.
Other securities:
Other securities with fair value are stated at fair value based on market
prices, etc., at the end of each fiscal year.
Other securities not practicable to fair value are stated at cost determined
using the moving average method.
2. Valuation of inventories:
Finished goods, work in process, and supplies are principally stated at
cost, as determined by the periodic average method.
Raw materials are stated at the lower of cost or market value, as determined
by last-in first-out method.
3. Depreciation of property, plant and equipment is computed by the declining
balance method.
4. Significant reserves:
Allowance for doubtful accounts:
To prepare for losses from bad debt, allowance for doubtful accounts is provided
in an amount which is determined by considering the historical loss experience
and the collectibility of receivables.
Allowance for retirement benefits:
Principally to provide for the retirement benefits for employees, including
those already retired, allowance for retirement benefits is stated based on
estimated retirement benefit obligations and estimated pension assets at the end
of the year and an amount incurred is changed to income.
5. Consumption taxes are computed based on the net-of-tax method.
Proposed Appropriation of Unconsolidated Retained Earnings
Amount (yen)
Unappropriated retained earnings at end of year 1,164,506,958,694
Reversal of reserve for losses on overseas investments 33,287,751
Reversal of reserve for reduction of acquisition 24,693,188
cost of fixed assets
Total 1,164,564,939,633
The proposed appropriation is as follows:
Cash dividends 178,296,660,685
per share 55
Bonuses to Directors 676,000,000
Bonuses to Corporate Auditors 51,500,000
Reserve for special depreciation 830,511,177
General reserve 400,000,000,000
Unappropriated retained earnings to be carried forward 584,710,267,771
Note: An interim dividend of 35 yen per share was paid on November 25, 2005,
to shareholders (including the beneficial shareholders notified by Japanese
Securities Depository Center, Inc.) or registered pledgees, listed on the
shareholders' record as of September 30, 2005. Total interim dividends paid
were in the amount of 113,844,498,040 yen.
Interim Accounting Measures
These financial statements were prepared in accordance with the former
Commercial Code pursuant to Article 99 of the Act for Maintenance, Etc. of
Relevant Acts Relating to the Enforcement of the Corporation Act (Law No. 87 of
July 26, 2005).
Independent Auditors' Report (Certified Copy)
(English Translation)
May 2, 2006
To the Board of Directors
Toyota Motor Corporation
ChuoAoyama PricewaterhouseCoopers
Kazunori Tajima, CPA
Engagement Partner
Masaki Horie, CPA
Engagement Partner
Akihiko Nakamura, CPA
Engagement Partner
Hitoshi Kiuchi, CPA
Engagement Partner
We have audited, pursuant to Article 2, paragraph 1 of the former 'Special Law
of the Commercial Code Concerning the Audit, etc. of Stock Corporations
(Kabushiki-Kaisha)' of Japan, the financial statements, which consist of the
unconsolidated balance sheet, unconsolidated statement of income, business
report (limited to the accounting figures included therein) and the proposed
appropriation of unconsolidated retained earnings, and supplementary schedules
(limited to the accounting figures included therein) of Toyota Motor Corporation
(hereinafter referred to as the 'Company') for the 102nd fiscal year from April
1, 2005 to March 31, 2006. The portion of the business report and supplementary
schedules subject to our audit are those derived from the accounting books and
records of the Company. These financial statements and supplementary schedules
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements and supplementary schedules
based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in Japan. Those standards require that we obtain reasonable assurance about
whether the financial statements and supplementary schedules are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements and
supplementary schedules. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statements presentation. We believe that our
audit provides a reasonable basis for our opinion. Our audit included auditing
procedures applied to subsidiaries of the Company as were considered necessary.
As a result of our audit, it is our opinion that:
(1) The unconsolidated balance sheet and unconsolidated statement of income
present fairly the financial position and results of operation of the Company in
conformity with the applicable laws and regulations of Japan and the Articles of
Incorporation.
(2) The business report of the Company (limited to the accounting figures
included therein) presents fairly the Company's affairs in conformity with the
applicable laws and regulations of Japan and the Articles of Incorporation.
(3) The proposed appropriation of unconsolidated retained earnings is
presented in conformity with the applicable laws and regulations of Japan and
the Articles of Incorporation.
(4) There is nothing in respect of the supplementary schedules (limited to the
accounting figures included therein) that is required to be mentioned by the
provisions of the former Commercial Code of Japan.
We have no interest in or relationship with the Company which is required to be
disclosed pursuant to the provisions of the Certified Public Accountant Law of
Japan.
We continuously provide to the Company those services that are allowed to be
provided simultaneously with audit in accordance with the provisions of Article
2 Paragraph 2 of the Certified Public Accountant Law of Japan.
Board of Corporate Auditors' Report (Certified Copy)
Audit Report
The Board of Corporate Auditors has prepared this Audit Report based on reports
from each of the Corporate Auditors on the auditing methods and results
pertaining to the conduct of duties by the Directors of Toyota Motor Corporation
during FY2006 extending from April 1, 2005 through March 31, 2006, and report as
follows.
1. Overview of Corporate Auditors' Auditing Method
Based on auditing guidelines and the audit plan adopted by the Board, each of
the Corporate Auditors obtained reports on operational matters from Directors
and senior executives who attended Directors' meetings and other important
meetings. The Corporate Auditors also reviewed important documents, surveyed
operations and assets at company head offices, production facilities, and
business offices, and obtained reports from subsidiaries as needed. In addition,
the Corporate Auditors received reports and explanations from the independent
auditor to review financial statements and its supplemental information.
With respect to 'kyogyo torihiki' (competitive transactions) by Directors,
profit-contradictory transactions between Directors and the company, the
granting by the company of benefits without consideration, non-regular
transactions with subsidiaries or shareholders, acquisition and disposal of
treasury stock, and other transactions, the situation of these transactions was
reviewed in detail when necessary as well as being subjected to the above
mentioned auditing method.
2. Result of Audit
(1) The auditing methods employed by the ChuoAoyama PricewaterhouseCoopers,
which was retained to conduct the audit, and the results of the audit are
appropriate.
(2) The Business Review accurately represents the company's operating situation
as required by law.
(3) The proposed appropriation of unconsolidated retained earnings is
appropriate in light of the company's asset situation and other circumstances.
(4) The supporting materials accurately represent the content listed, and
contain nothing contrary to provisions of law.
(5) The Directors engaged in no improprieties or violations of law or
convention in their conduct of their duties including those duties in
subsidiaries.
Our audit found no 'kyogyo torihiki' by Directors, no profit-contradictory
transactions between Directors and the company, no granting by the company of
benefits without consideration, no non-regular transactions with subsidiaries or
shareholders, no acquisition or disposal of treasury stock that violate
Directors' duties.
May 6, 2006
Toyota Motor Corporation Board of Corporate Auditors
Full-time Corporate Auditor Hideaki Miyahara
Full-time Corporate Auditor Yoshiro Hayashi
Full-time Corporate Auditor Chiaki Yamaguchi
Corporate Auditor Yasutaka Okamura
Corporate Auditor Hiromu Okabe
Corporate Auditor Yoichi Kaya
Corporate Auditor Tadashi Ishikawa
Note: Mr. Yasutaka Okamura and Mr. Yoichi Kaya satisfy the qualifications of
outside corporate auditors as provided in Paragraph 1, Article 18 of the former
'Special Law of the Commercial Code Concerning the Audit, etc., of Stock
Corporations.'
CONSOLIDATED BALANCE SHEET
(Amounts are rounded to the nearest million yen)
FY2006 FY2006
(As of (As of
March 31, 2006) March 31, 2006)
Assets Liabilities
Current assets 10,735,222 Current liabilities 10,028,735
Cash and cash equivalents 1,569,387 Short-term borrowings 3,033,019
Time deposits 50,349 Current portion of long-term 1,723,888
debt
Marketable securities 634,879 Accounts payable 2,086,587
Trade accounts and notes 1,980,680 Other payables 730,184
receivable, less allowance for
doubtful accounts
Finance receivables, net 3,497,319 Accrued expenses 1,464,263
Other receivables 416,336 Income taxes payable 347,488
Inventories 1,620,975 Other current liabilities 643,306
Deferred income taxes 520,494 Long-term liabilities 7,552,831
Prepaid expenses and other current 444,803 Long-term debt 5,640,490
assets
Noncurrent finance receivables, 4,830,216 Accrued pension and severance costs 679,918
net
Investments and other assets 6,099,529 Deferred income taxes 1,092,995
Marketable securities and other 3,402,523 Other long-term liabilities 139,428
securities investments
Affiliated companies 1,828,369 Total liabilities 17,581,566
Employees receivables 75,094
Other 793,543 Minority interest in consolidated 589,580
subsidiaries
Property, plant and equipment 7,066,628 Shareholders' equity
Land 1,215,897 Common stock 397,050
Buildings 3,156,613 Additional paid-in capital 495,250
Machinery and equipment 8,482,832 Retained earnings 10,459,788
Vehicles and equipment on 2,605,426 Accumulated other 437,316
operating leases comprehensive income
Construction in progress 397,076 Treasury stock, at cost (1,228,955)
Less-Accumulated depreciation (8,791,216)
Total shareholders' equity 10,560,449
Total assets 28,731,595 Total liabilities and shareholders' 28,731,595
equity
Notes:
1. Allowance for doubtful accounts and credit losses: 163,471 million yen
2. Breakdown of accumulated other comprehensive income
Foreign currency translation adjustments: (170,923) million yen
Unrealized gains on securities: 620,008 million yen
Minimum pension liability adjustments: (11,769) million yen
3. Assets pledged as collateral: 143,381 million yen
4. Guarantees: 1,236,977 million yen
CONSOLIDATED STATEMENT OF INCOME
(Amounts are rounded to the nearest million yen.)
FY2006
(April 2005 through
March 2006)
Net revenues 21,036,909
Sales of products 20,059,493
Financing operations 977,416
Cost and expenses 19,158,567
Cost of products sold 16,335,312
Cost of financing operations 609,632
Selling, general and administrative 2,213,623
Operation income 1,878,342
Other income (expense) 209,018
Interest and dividend income 93,970
Interest expense (21,601)
Foreign exchange gain, net 10,789
Other income, net 125,860
Income before income taxes, minority 2,087,360
interest and equity in earnings of affiliated companies
Provision for income taxes 795,153
Income before minority interest and 1,292,207
equity in earnings of affiliated companies
Minority interest in consolidated subsidiaries (84,393)
Equity in earnings of affiliated companies 164,366
Net income 1,372,180
Note: Net income per share
Basic: 421.76 yen
Diluted: 421.62 yen
SIGNIFICANT ACCOUNTING POLICIES
1. Basis of preparations of consolidated financial statements:
Pursuant to the provision of the former Commercial Code Enforcement
Regulations Article 179 Paragraph 1, TMC's consolidated financial statements are
prepared in accordance with accounting principles generally accepted in the
United States (U.S. GAAP). Also, pursuant to Paragraph 1 of above-mentioned
provision, certain supplementary material and notes required under U.S. GAAP are
omitted.
2. Valuation of securities:
Available-for-sale is stated at fair value, and held-to-maturity securities
are stated at amortized cost.
3. Valuation of inventories:
Inventories asset's are valued at acquisition cost to the extent it does not
exceed market value. The acquisition cost of inventory is calculated by the
periodic average method, with the exception of the finished products of certain
subsidiaries, which are valued by the specific identification method.
4. Depreciation of property, plant and equipment / tangible fixed assets:
The methods of depreciation used for property, plant and equipment /
tangible fixed assets are primarily the declining balance method for TMC and
subsidiaries in Japan, and straight-line method for overseas subsidiaries.
5. Amortization of goodwill and intangible assets:
Goodwill and intangible assets with an indefinite life are not amortized, and
are tested once a fiscal year for impairment whenever events or circumstances
indicate that a carrying amount of an asset (asset group) may not be
recoverable. Intangible assets with a definite life are amortized on a
straight-line method.
6. Method of recoding main reserves:
Allowance for doubtful accounts and allowance for credit losses:
Lease reserves and financial loss reserves:
Reserves are recorded based on the frequency of losses and the significance.
Severance pay reserves:
Calculation of severance pay obligations is conducted based on the average
number of years of service, and severance pay reserves are recorded after
adjusting pension assets, past service cost, and unrecognized actuarial loss.
Interim Accounting Measures
These consolidated financial statements were prepared in accordance with the
former 'Special Law of the Commercial Code concerning the Audit, etc. of Stock
Corporations' pursuant to Article 56 of the Act for Maintenance, Etc. of
Relevant Acts Relating to the Enforcement of the Corporation Act (Law No. 87 of
July 26, 2005).
Independent Auditors' Report (Certified Copy)
(English Translation)
May 19, 2006
To the Board of Directors
Toyota Motor Corporation
ChuoAoyama PricewaterhouseCoopers
Kazunori Tajima, CPA
Engagement Partner
Masaki Horie, CPA
Engagement Partner
Akihiko Nakamura, CPA
Engagement Partner
Hitoshi Kiuchi, CPA
Engagement Partner
We have audited, pursuant to Article 19-2. paragraph 3 of the former 'Special
Law of the Commercial Code Concerning the Audit, etc. of Stock Corporations
(kabushiki-Kaisha)' of Japan, the consolidated financial statements, ie., which
consist of the consolidated balance sheet and the consolidated statements of
income, of Toyota Motor Corporation (hereinafter referred to as the 'Company')
for the 102nd fiscal year from April 1, 2005 to March 31, 2006. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in Japan. Those standards require that we obtain reasonable assurance about
whether the consolidated financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion. Our audit included auditing procedures applied to subsidiaries of the
Company as were considered necessary.
As a result of our audit, it is our opinion that the above-mentioned
consolidated financial statements of the Company present fairly the financial
position and results of operation of the Company in conformity with the
applicable laws and regulations of Japan and the Articles of Incorporation.
We have no interest in or relationship with the Company which is required to be
disclosed pursuant to the provisions of the Certified Public Accountant Law of
Japan.
We continuously provide to the Company those services that are allowed to be
provided simultaneously with audit in accordance with the provisions of Article
2 paragraph 2 of the Certified Public Accountant Law of Japan.
Board of Corporate Auditor's Report
concerning Consolidated Financial Statements (Certified Copy)
Auditors' Report concerning Consolidated Financial Statements
The Board of Corporate Auditors has prepared this Audit Report based on reports
from each of the Corporate Auditors on the auditing methods and results
pertaining to the conduct of duties by the Directors of Toyota Motor Corporation
during FY2006 extending from April 1, 2005 through March 31, 2006, and report as
follows.
1. Overview of Corporate Auditors' Auditing Method
Each auditor received reports and explanations concerning the consolidated
financial statements from directors and accounting auditors and performed audits
in accordance with the audit policies and audit implementation plans adopted by
the board of auditors.
2. Result of Audit
The auditing methods employed by the ChuoAoyama PricewaterhouseCoopers, which
was retained to conduct the audit, and the results of the audit are appropriate.
May 26, 2006
Toyota Motor Corporation Board of Corporate Auditors
Full-time Corporate Auditor Hideaki Miyahara
Full-time Corporate Auditor Yoshiro Hayashi
Full-time Corporate Auditor Chiaki Yamaguchi
Corporate Auditor Yasutaka Okamura
Corporate Auditor Hiromu Okabe
Corporate Auditor Yoichi Kaya
Corporate Auditor Tadashi Ishikawa
Note: Mr. Yasutaka Okamura and Mr. Yoichi Kaya satisfy the qualifications of
outside corporate auditors as provided in Paragraph 1, Article 18 of the former
'Special Law of the Commercial Code Concerning the Audit, etc., of Stock
Corporations.'
Reference Documents
Proposed resolution and reference documents
Proposed Resolution 1: Approval of Proposed Appropriation of Retained Earnings
for the FY2006 Term
The proposal calls for profit distribution as described in the appended document
(p. 24).
TMC deems the benefit of its shareholders as one of its priority management
policies and is committed to promoting its business while improving its
corporate foundations. With respect to the payment of dividends, TMC seeks to
enhance the distribution of profits by striving to raise the consolidated
dividend payout ratio to progressively higher levels, while giving due
consideration to factors such as the business results of each term and new
investment plans.
We would like to offer a year-end dividend of 55 yen per share.
Combined with the interim dividend, the total amount of the annual dividends for
the fiscal year ended March 31, 2006 will be 90 yen per share, and the
consolidated payout ratio will be 21.3 %.
Executive bonuses constitute compensation to Directors or Corporate Auditors,
and therefore, taking into consideration financial results for the FY2006 term
and various other factors, we request approval for payment of 676 million yen in
bonuses to Directors and 51.5 million yen in bonuses to Corporate Auditors to
the 26 Directors and 7 Corporate Auditors in office at the end of the fiscal
year.
Proposed Resolution 2: Partial Amendment of the Articles of Incorporation
Summary of the Proposed Resolution and Reasons for the Amendment
1. In accordance with the enforcement of the 'Corporation Act' (Law No. 86,
2005) as of May 1, 2006, TMC will establish new provisions in its Articles of
Incorporation as below:
(1) TMC will establish a new provision which provides for the rights that the
shareholders may exercise with regard to shares constituting less than one unit
(tangen) of shares (proposed amendment of Article 6, Paragraph 2).
(2) For the purpose of the efficient procedures of general shareholder's
meetings, TMC will establish a new provision which enables TMC to determine the
number of proxies attending general shareholder's meetings (proposed amendment
of Article 14, Paragraph 3).
(3) TMC will establish a new provision which enables the disclosure of
reference documents, etc. for general shareholder's meetings on the Internet
which shall be deemed as the delivery of such documents (proposed amendment of
Article 15). With regard to this provision, TMC has not decided to exercise it
immediately after the amendment of its Articles of Incorporation, but will
hereafter consider its execution.
(4) In order to make flexible decisions in response to the various changes in
business conditions, TMC will establish a new provision which enables
resolutions of meetings of the Board of Directors by way of written document
(proposed amendment of Article 19, Paragraph 3).
(5) TMC will establish a new provision which enables conclusion of liability
limitation agreements with outside Corporate Auditors (proposed amendment of
Article 29).
(6) TMC will establish a new provision which enables distribution of dividends
from surplus by a resolution of the Board of Directors (proposed amendment of
Article 32, Paragraph 3). With regard to this provision, TMC will not exercise
it immediately after the amendment of its Articles of Incorporation, but will
make such amendment in order to secure flexible capital policy.
2. In accordance with the abolishment of the system for deducting the number
of shares repurchased and cancelled from the total number of authorized shares
in the 'Corporation Act' (Law No. 86, 2005), the descriptions concerning such
deduction will be deleted, and the number of shares that have been deducted in
previous years will be added to the total number of authorized shares (proposed
amendment of Article 5, Paragraph 1).
3. In addition to the above, TMC will make necessary amendments, such as
addition and deletion of provisions, change of expressions and renumbering of
Articles.
The content of the proposed revision is as follows.
(Amended parts are underlined.)
Current Articles of Incorporation Proposed Amendments
CHAPTER II. SHARES CHAPTER II. SHARES
Article 5. (Total Number of Authorized Shares, Number Article 5. (Total Number of Authorized Shares and
of Shares Constituting One Unit (tangen) and Issuance of Share Certificates)
Non-issuance of Share Certificates for Less than a Unit
(tangen) of Shares)
1. The total number of shares authorized to be issued 1. The total number of shares which the Corporation is
by the Corporation shall be ten billion authorized to issue shall be ten billion
(10,000,000,000). Provided, however, that in the event (10,000,000,000).
the Corporation repurchases and cancels any of its
issued shares, the total number of such authorized
shares shall be reduced by the number of such
repurchased and cancelled shares accordingly.
(New) 2. The Corporation shall issue share certificates
representing its issued shares.
(New) Article 6. (Number of Shares Constituting One Unit
(tangen), Rights to Shares Constituting Less than One
Unit (tangen) and Non-issuance of Share Certificates
for Shares Constituting Less than One Unit (tangen))
1. The number of shares constituting one unit (tangen)
of shares of the Corporation shall be one hundred
(100).
2. The number of shares constituting one unit (tangen)
of shares of the Corporation shall be hundred (100).
(New) 2. The shareholders of the Corporation are not
entitled to exercise any rights to shares constituting
less than one unit (tangen) of shares held by the
shareholders, other than the rights provided for in
each Item of Article 189, Paragraph 2 of the
Corporation Act (Kaisha-hou).
3. The Corporation shall not issue shares certificates 3. Notwithstanding Paragraph 2 of the preceding
for shares less than one unit (tangen) of shares. Article, the Corporation may choose not to issue share
Provided, however, that this provision shall not apply certificates representing its shares constituting less
if the Share Handling Regulations established by the than one unit (tangen) of shares.
Board of Directors provide otherwise.
Article 6. (Repurchase of Shares) Article 7. (Acquisition of Own Shares)
The Company may repurchase its own shares upon approval The Corporation may acquire its own shares by a
by the Board of Directors by resolution in accordance resolution of the Board of Directors in accordance with
with the provisions of the Commercial Code Article the provisions of Article 165, Paragraph 2 of the
211-3 Paragraph 1 Item 2. Corporation Act.
Article 7. (Transfer Agent) Article 8. (Transfer Agent)
1. The Corporation shall have a transfer agent for its 1. The Corporation shall have a transfer agent
shares. (kabunushimeibo-kanrinin).
2. The transfer agent and the location of its office 2. The transfer agent and the location of its office
shall be selected by a resolution of the Board of shall be designated by a resolution of the Board of
Directors, and public notice thereof shall be given. Directors, and public notice thereof shall be given.
3. The register of shareholders (including the 3. The register of shareholders (including the
register of beneficial shareholders; hereinafter the register of beneficial shareholders; hereinafter the
same interpretation being applicable) and the register same interpretation being applicable), the register of
of lost stock certificates shall be kept at the office lost share certificates, and the register of stock
of the transfer agent. The registration of the transfer acquisition rights shall be kept at the office of the
of shares, the purchase of shares constituting less transfer agent. The entry or recording into the
than one unit (tangen) and any other matters related to register of shareholders, the register of lost share
the shares shall be handled by the transfer agent and certificates and the register of stock acquisition
not by the Corporation. rights, the purchase of shares constituting less than
one unit (tangen) and any other matters related to the
shares and stock acquisition rights shall be handled by
the transfer agent and not by the Corporation.
Article 8. (Share Handling Regulations) Article 9. (Share Handling Regulations)
The denomination of the share certificates of the The denomination of the share certificates issued by
Corporation, and the procedures for and fees for the Corporation, and the procedures for and fees for
registering the transfer of shares, purchasing shares the entry or recording into the register of
constituting less than one unit (tangen) and any other shareholders, the register of lost share certificates
matters relating to the handling of shares shall be and the register of stock acquisition rights,
subject to the Share Handling Regulations established purchasing shares constituting less than one unit
by the Board of Directors. (tangen) and any other matters relating to the handling
of shares and stock acquisition rights shall be subject
to the Share Handling Regulations established by the
Board of Directors.
Article 9. (Record Date) Article 10. (Record Date)
1. The Corporation shall, with respect to the shares 1. The Corporation shall deem any shareholder
issued on or before March 31 in each year, deem any (including beneficial shareholders; hereinafter the
shareholder (including the beneficial shareholder; same interpretation being applicable) entered or
hereinafter the same interpretation being applicable) recorded in the final register of shareholders as of
entered or recorded in the final register of March 31 in such year to be a shareholder entitled to
shareholders as of March 31 in such year to be a exercise its rights at the ordinary general meeting of
shareholder entitled to exercise its rights at the shareholders for that business year.
ordinary general meeting of shareholders for that
particular accounting period. With respect to the
shares issued during the period from April 1 to the
date of the ordinary general meeting of shareholders,
the Corporation shall deem any shareholder entered or
recorded in the final register of shareholders as of
the date of issue of such shares to be a shareholder
entitled to exercise its rights at such ordinary
general meeting of shareholders.
2. (Omitted) 2. (Unchanged)
CHAPTER III. GENERAL MEETINGS OF SHAREHOLDERS CHAPTER III. GENERAL MEETINGS OF SHAREHOLDERS
Article 11. (Resolutions) Article 12. (Resolutions)
1. All resolutions of a general meeting of 1. All resolutions of a general meeting of
shareholders shall be adopted by a majority vote of the shareholders shall be adopted by a majority vote of the
shareholders present at the meeting, unless otherwise shareholders present at the meeting who are entitled to
provided by laws and regulations or the Articles of vote, unless otherwise provided by laws and regulations
Incorporation of the Corporation. or these Articles of Incorporation of the Corporation.
2. Special resolutions as specified by Article 343 of 2. Special resolutions as specified by Article 309,
the Commercial Code shall be passed by not less than Paragraph 2 of the Corporation Act shall be adopted by
two-thirds of the voting rights held by the attending not less than two-thirds (2/3) of the votes of the
shareholders who hold not less than one-third of the shareholders present at the meeting who hold shares
voting rights of all shareholders. representing in aggregate not less than one-third (1/3)
of the voting rights of all shareholders who are
entitled to vote.
Article 13. (Exercise of Voting Rights by Proxy) Article 14. (Exercise of Voting Rights by Proxy)
1. (Omitted) 1. (Unchanged)
2. In cases where the preceding paragraph applies, the 2. In cases where the preceding paragraph applies, the
shareholder or its proxy shall file with the shareholder or its proxy shall file with the
Corporation a document establishing the proxy's power Corporation a document establishing the proxy's power
of representation. of representation for each general meeting of
shareholders.
(New) 3. The Corporation may refuse a shareholder having two
(2) or more proxies attend a general meeting of
shareholders.
(New) Article 15. (Deemed Delivery of Reference Documents,
etc. for General Meeting of Shareholders)
Upon convening a general meeting of shareholders, the
Corporation may deem that the information which is
required to be described or indicated in reference
documents for the general meeting of shareholders,
business reports, financial statements and consolidated
financial statements shall be provided to the
shareholders, in the event that it is disclosed,
pursuant to laws and regulations, through the method by
which shareholders may receive such information through
an electronic means.
CHAPTER IV. DIRECTORS AND BOARD OF DIRECTORS CHAPTER IV. DIRECTORS AND BOARD OF DIRECTORS
Article 14. (Number of Directors) Article 16. (Number of Directors)
The Corporation shall have no more than thirty (30) The Corporation shall have no more than thirty (30)
Directors. Directors.
Article 15. (Election of Directors) Article 17. (Election of Directors)
1. Directors shall be elected at general meetings of 1. Directors shall be elected by a resolution of a
shareholders. general meeting of shareholders.
2. Directors shall be elected by a majority vote of 2. A resolution for the election of Directors shall be
the shareholders present at the meeting who hold shares adopted by a majority vote of the shareholders present
representing in aggregate not less than one-third (1/3) at the meeting who hold shares representing in
of the voting rights of all the shareholders. aggregate not less than one-third (1/3) of the voting
rights of all the shareholders who are entitled to
vote.
3. (Omitted) 3. (Unchanged)
Article 16. (Term of Office of Directors) Article 18. (Term of Office of Directors)
1. The term of office of Directors shall expire at the 1. The term of office of Directors shall expire at the
closing of the ordinary general meeting of shareholders closing of the ordinary general meeting of shareholders
to be held for the last fiscal year of the Corporation to be held for the last business year of the
ending within one (1) year after their assumption of Corporation ending within one (1) year after their
office. election.
2. The term of office of any Director elected in order 2. The term of office of any Director elected in order
to increase the number of Directors or to fill a to increase the number of Directors or to fill a
vacancy shall be the balance of the term of office of vacancy shall be the balance of the term of office of
the other Directors who hold office at the time of his/ the other Directors who hold office at the time of his/
her election. her election.
Article 17. (Representative Directors and Executive Article 20. (Representative Directors and Executive
Directors) Directors)
1. The Corporation shall, by a resolution of the Board 1. The Board of Directors shall designate one or more
of Directors, designate one or more Directors who shall Representative Directors by its resolution.
represent the Corporation.
2. The Corporation may, by a resolution of the Board 2. The Board of Directors may appoint one Chairman of
of Directors, appoint one Chairman of the Board, one the Board, one President and one or more Vice Chairman
President and one or more Vice Chairmen of the Board, of the Board, Executive Vice Presidents and Senior
Executive Vice Presidents and Senior Managing Managing Directors by its resolution.
Directors.
Article 18. (Honorary Chairmen and Senior Advisors) Article 21. (Honorary Chairmen and Senior Advisors)
The Corporation may appoint Honorary Chairmen and The Board of Directors may appoint Honorary Chairmen
Senior Advisors by a resolution of the Board of and Senior Advisors by its resolution.
Directors.
Article 19. (Board of Directors) Article 19. (Board of Directors)
(New) 1. The Corporation shall have a Board of Directors.
1. (Omitted) 2. (Unchanged)
(New) 3. With respect to matters to be resolved by the Board
of Directors, the Corporation shall deem that such
matters were approved by a resolution of the Board of
Directors when all the Directors express their
agreement in writing or by electronic records.
Provided, however, that this provision shall not apply
when any Corporate Auditor expresses his/her objection
to such matters.
2. In addition to the provisions of the preceding 4. In addition to the preceding two (2) paragraphs,
paragraph, the management of the Board of Directors the management of the Board of Directors shall be
shall be subject to the Regulations of the Board of subject to the Regulations of the Board of Directors
Directors established by the Board of Directors. established by the Board of Directors.
Article 20. (Exemption from Liability of Directors) Article 22. (Exemption from Liability of Directors)
The Corporation may exempt Directors (including former In accordance with the provisions of Article 426,
Directors) from liability for their actions as Paragraph 1 of the Corporation Act, the Corporation
stipulated in Article 266, Paragraph 1, Item 5 of the may, by a resolution of the Board of Directors, exempt
Commercial Code within the limits specified in Article Directors (including former Directors) from liabilities
266 Paragraphs 12,17,and 18 of the Commercial Code by provided for in Article 423, Paragraph 1 of the
resolution of the Board of Directors adopted in Corporation Act within the limits stipulated by laws
accordance with applicable law when such Directors were and regulations.
performing their duties in good faith and in the
absence of gross negligence.
CHAPTER V. CORPORATE AUDITORS AND BOARD OF CORPORATE CHAPTER V. CORPORATE AUDITORS AND BOARD OF CORPORATE
AUDITORS AUDITORS
Article 21. (Number of Corporate Auditors) Article 23. (Establishment of Corporate Auditors and
Number of Corporate Auditors)
The Corporation shall have no more than seven (7)
The Corporation shall have no more than seven (7) Corporate Auditors.
Corporate Auditors.
Article 22. (Election of Corporate Auditors) Article 24. (Election of Corporate Auditors)
1. Corporate Auditors shall be elected at general 1. Corporate Auditors shall be elected by a resolution
meetings of shareholders. of a general meeting of shareholders.
2. Corporate Auditors shall be elected by a majority 2. A resolution for the election of Corporate Auditors
vote of the shareholders present at the meeting who shall be adopted by a majority vote of the shareholders
hold shares representing in aggregate not less than present at the meeting who hold shares representing in
one-third (1/3) of the voting rights of all the aggregate not less than one-third (1/3) of the voting
shareholders. rights of all the shareholders who are entitled to
vote.
Article 23. (Term of Office of Corporate Auditors) Article 25. (Term of Office of Corporate Auditors)
1. The term of office of Corporate Auditors shall 1. The term of office of Corporate Auditors shall
expire at the closing of the ordinary general meeting expire at the closing of the ordinary general meeting
of shareholders to be held for the last fiscal year of of shareholders to be held for the last business year
the Corporation ending within four (4) years after of the Corporation ending within four (4) years after
their assumption of office. their election.
2. The term of office of any Corporate Auditor elected 2. The term of office of any Corporate Auditor elected
to fill a vacancy shall be the balance of the term of to fill a vacancy shall be the balance of the term of
office of the Corporate Auditor whom he/she succeeds. office of the Corporate Auditor whom he/she succeeds.
Article 24. (Full-time Corporate Auditor) Article 27. (Full-time Corporate Auditor)
One or more full-time Corporate Auditors shall be The Board of Corporate Auditors shall, by its
elected by the Corporate Auditors from among resolution, select one or more full-time Corporate
themselves. Auditors.
Article 25. (Board of Corporate Auditors) Article 26. (Board of Corporate Auditors)
(New) 1. The Corporation shall have a Board of Corporate
Auditors.
1. (Omitted) 2. (Unchanged)
2. (Omitted) 3. (Unchanged)
Article 26. (Exemption from Liability of Corporate Article 28. (Exemption from Liability of Corporate
Auditors) Auditors)
The Corporation may exempt Corporate Auditors In accordance with the provisions of Article 426,
(including former Corporate Auditors) from liability Paragraph 1 of the Corporation Act, the Corporation
for their actions as stipulated in Article 266 may, by a resolution of the Board of Directors, exempt
Paragraph 1 Item 5 of the Commercial Code within the Corporate Auditors (including former Corporate
limits specified in Article 266 Paragraph 12 of the Auditors) from liabilities provided for in Article 423,
Commercial Code as applied mutatis mutandis under the Paragraph 1 of the Corporation Act within the limits
provisions of Article 280 Paragraph 1 of the Commercial stipulated by laws and regulations.
Code by resolution of the Board of Directors adopted in
accordance with applicable law when such Corporate
Auditors were performing their duties in good faith and
in the absence of gross negligence.
(New Article) Article 29. (Liability Limitation Agreement with
Outside Corporate Auditors)
In accordance with the provisions of Article 427,
Paragraph 1 of the Corporation Act, the Corporation may
enter into an agreement with outside Corporate
Auditors, limiting liabilities provided for in Article
423, Paragraph 1 of the Corporation Act.
(New Chapter) CHAPTER VI. ACCOUNTING AUDITOR
(New Article) Article 30. (Accounting Auditor)
The Corporation shall have an Accounting Auditor
(kaikeikansa-nin).
CHAPTER VI. ACCOUNTS CHAPTER VII. ACCOUNTS
Article 27. (Fiscal Year and Closing Date of Accounts) Article 31. (Business Year)
The fiscal year of the Corporation shall be from April The business year of the Corporation shall be one (1)
1 in each year to March 31 of the following year, and year from April 1 of each year until March 31 of the
the closing date of the Corporation's accounts shall be following year.
the last day of each fiscal year.
Article 28. (Dividends, etc.) Article 32. (Dividends from Surplus, etc.)
1. Dividends of the Corporation shall be paid in 1. Dividends from surplus of the Corporation shall be
accordance with the register of shareholders as of the paid to the shareholders or registered share pledgees
closing date of the Corporation's accounts. entered or recorded in the final register of
shareholders as of March 31 of each year.
2. The Corporation may, pursuant to a resolution of 2. The Corporation may, by a resolution of the Board
the Board of Directors, distribute such money as of Directors, distribute dividends from surplus as
provided for in Article 293-5 of the Commercial Code provided for in Article 454, Paragraph 5 of the
(hereinafter referred to as interim dividends) in Corporation Act to the shareholders or registered share
accordance with the final register of shareholders as pledgees entered or recorded in the final register of
of September 30 of each year. shareholders as of September 30 of each year.
(New) 3. In addition to the preceding two (2) paragraphs,
the Corporation may, by a resolution of the Board of
Directors, decide on matters provided for in each Item
of Article 459, Paragraph 1 of the Corporation Act.
3. No interest shall be paid on unpaid dividends or 4. No interest shall be paid on unpaid dividends from
unpaid interim dividends. surplus.
Article 29. (Dispensation from Payment of Dividends) Article 33. (Dispensation from Payment of Dividends
from Surplus, etc.)
The Corporation shall not be obliged to pay any
dividends or interim dividends after three (3) years In the case where the dividends from surplus are paid
have expired from the date of tender thereof. by cash, the Corporation shall not be obliged to pay
any dividends from surplus after three (3) years have
expired from the date of tender thereof.
SUPPLEMENTARY PROVISIONS SUPPLEMENTARY PROVISIONS
Article 1. (Term of Office of Corporate Auditors) (Delete)
With respect to the term of office of Corporate
Auditors in office prior to the closing of the ordinary
general meeting of shareholders held for the fiscal
year ending in March 2003, 'within four (4) years after
their assumption of office' as it appears in Article 22
shall be read as 'within three (3) years after their
assumption of office.'
(END)
Proposed Resolution 3: Election of 26 Directors
All the Directors will retire upon the expiration of their term of office at the
conclusion of this shareholders' meeting. Accordingly, we ask for the election
of 26 Directors. The candidates for the Directors are as follows:
Following are the nominees
no. Name Position and main areas Brief career summary No. of TMC
(birth date) of responsibility of TMC shares owned
1* Hiroshi Okuda TMC Chairman Apr. 1955 Joined Toyota Motor Sales Co., Ltd. 64,963
(12/29/1932)
Jul. 1982 TMC Director
Sep. 1987 TMC Managing Director
Sep. 1988 TMC Senior Managing Director
Sep. 1992 TMC Executive Vice President
Aug. 1995 TMC President
Jun. 1999 TMC Chairman
2* Fujio Cho TMC Vice Chairman Apr. 1960 Joined TMC 33,105
(2/2/1937) Sep. 1988 TMC Director
Dec. 1988 Toyota Motor Manufacturing, U.S.A.,
Inc. President
Sep. 1994 TMC Managing Director
Oct. 1994 Retired from Toyota Motor
Manufacturing, U.S.A., Inc. President
Jun. 1996 TMC Senior Managing Director
Jun. 1998 TMC Executive Vice President
Jun. 1999 TMC President
Jun. 2005 TMC Vice Chairman
(Non-TMC Executive Duties)
Chairman of Japan Automobile Manufacturers
Association, Inc.
Katsuhiro TMC Vice Chairman Apr. 1965 Joined Ministry of International 21,800
Nakagawa Trade and Industry
3* (3/11/1942) Jul. 1997 Ministry of International Trade
and Industry Vice-Minister for International
Affairs
Jun. 1998 Retired from Ministry of
International Trade and Industry Vice-Minister
for International Affairs
Jun. 2001 TMC Managing Director
Jun. 2002 TMC Senior Managing Director
Jun. 2003 TMC Executive Vice President
Jun. 2004 TMC Vice Chairman
4* Katsuaki TMC President Apr. 1964 Joined TMC 20,171
Watanabe Sep. 1992 TMC Director
(2/13/1942) Jun. 1997 TMC Managing Director
Jun. 1999 TMC Senior Managing Director
Jun. 2001 TMC Executive Vice President
Jun. 2005 TMC President
5* Tokuichi TMC Executive Vice Apr. 1966 Joined TMC 20,633
Uranishi President Jun. 1996 TMC Director
(5/3/1942) Jun. 2001 TMC Managing Director
- Overseas Operations
(Overseas Planning Jun. 2003 TMC Senior Managing Director
Operations Group, The
Americas Operations Jun. 2005 Executive Vice President
Group, Europe & Africa
Operations Group and
Asia, Oceania & Middle
East Operations Group) (Non-TMC Executive Duties)
- Europe & Africa President of Toyota Motor Europe NV/SA
Operations Group
6* Kazuo Okamoto TMC Executive Vice Apr. 1967 Joined TMC 15,564
President
(2/20/1944) Jun. 1996 TMC Director
Jun. 2001 TMC Managing Director
- Research & Development
(R & D Management, Jun. 2003 TMC Senior Managing Director
Technical
Administration, Design, Jun. 2005 TMC Executive Vice President
Product Development,
Vehicle Engineering,
Motor Sports)
- Design Group
7* Kyoji Sasazu TMC Executive Vice Apr. 1967 Joined Toyota Motor Sales Co., 21,092
President Ltd.
(6/11/1944) Jun. 1997 TMC Director
- Domestic Sales Jun. 2001 TMC Managing Director
Operations Jun. 2003 TMC Senior Managing Director
Jun. 2005 TMC Executive Vice President
8* Mitsuo Kinoshita TMC Executive Vice Apr. 1968 Joined TMC 21,070
President
(1/1/1946) Jun. 1997 TMC Director
Jun. 2001 TMC Managing Director
- Corporate Planning Jun. 2003 TMC Senior Managing Director
- General Management
(General Administration Jun. 2005 TMC Executive Vice President
& Human Resources,
Finance & Accounting,
Information Systems) (Non-TMC Executive Duties)
- Business Development
- Government & Public Vice Chairman of Gamagori Marine Development Co.,
Affairs Ltd.
- Housing
- Global Audit Div.
- Corporate Planning
Div.
- Research Div.
9* Yoshimi Inaba TMC Executive Vice Apr. 1968 Joined Toyota Motor Sales Co., 15,000
President Ltd.
(2/24/1946) Jun. 1997 TMC Director
- Overseas Operations Jun. 1999 Toyota Motor Sales, U.S.A., Inc.
President
(China Operations) Jun. 2003 Retired from Toyota Motor Sales,
- Customer Service U.S.A., Inc. President
Operations Jun. 2003 TMC Senior Managing Director
- China Operations Group Jun. 2005 TMC Executive Vice President
- China Office
(Non-TMC Executive Duties)
Vice Chairman of FAW Toyota Changchun Engine Co.,
Ltd.
Vice Chairman of FAW Toyota Motor Sales Co., Ltd.
Chairman of Guangqi Toyota Engine Co., Ltd.
Vice Chairman of Guangzhou Toyota Motor Co., Ltd.
Vice Chairman of Sichuan FAW Toyota Motor
Co.,Ltd.
Vice Chairman of Tianjin FAW Toyota Motor Co.,
Ltd.
Vice Chairman of Tianjin Toyota Motor Engine Co.,
Ltd.
Chairman of Toyota Motor (China), Ltd.
Chairman of Toyota Motor (China) Investment Co.,
Ltd.
10* Takeshi TMC Executive Vice Apr. 1969 Joined TMC 20,464
Uchiyamada President Jun. 1998 TMC Director
(8/17/1946) Jun. 2001 TMC Managing Director
- Production Jun. 2003 TMC Senior Managing Director
- TQM Jun. 2005 TMC Executive Vice President
- Environmental Affairs
(Non-TMC Executive Duties)
Chairman of Toyota Motor Technical Center (China)
11* Masatami TMC Executive Vice Apr. 1970 Joined TMC 18,100
Takimoto President Jun. 1999 TMC Director
(1/13/1946) Jun. 2002 TMC Managing Director
- Quality Control Jun. 2003 TMC Senior Managing Director
- Research & Development Jun. 2005 TMC Executive Vice President
(Power Train
Development, Future
Project)
- Fuel Cell System
Development
- Power Train
Development Group
- Fuel Cell System
Development Group
12* Akio Toyoda TMC Executive Vice Apr. 1984 Joined TMC 4,537,891
President
(5/3/1956) Jun. 2000 TMC Director
Jun. 2002 TMC Managing Director
- Product Management
- IT&ITS Jun. 2003 TMC Senior Managing Director
- Purchasing
- IT&ITS Group Jun. 2005 TMC Executive Vice President
- e-TOYOTA Div.
(Non-TMC Executive Duties)
Chairman of Digital Media Asia Pacific Ltd.
Chairman of Toyota FAW (Tianjin) Dies Co., Ltd.
Vice Chairman of Toyota Motor Technical Center
(China)
13* Tetsuo Hattori TMC Senior Managing Apr. 1971 Joined TMC 9,526
Director
(12/2/1946) Jun. 1999 TMC Director
Jun. 2003 TMC Managing Officer
- Quality Group Jun. 2004 TMC Senior Managing Director
- Vehicle Engineering
Group
- Future Project Div.
- Motor Sports Div.
14* Yukitoshi Funo TMC Senior Managing Apr. 1970 Joined Toyota Motor Sales Co., Ltd. 5,248
Director
(2/1/1947) Jun. 2000 TMC Director
- The Americas Jun. 2003 TMC Managing Officer
Operations Group Jun. 2003 Toyota Motor Sales, U.S.A., Inc.
President
Jun. 2004 TMC Director
Jun. 2005 Toyota Motor Sales, U.S.A., Inc.
Chairman
Jun. 2005 TMC Senior Managing Director
(Non-TMC Executive Duties)
Vice President of Calty Design Research, Inc.
President of Toyota Logistics Services, Inc.
President of TMS Mexico Investment, Inc.
Chairman of Toyota Motor Sales, U.S.A., Inc.
15* Takeshi Suzuki TMC Senior Managing Apr. 1970 Joined Toyota Motor Sales Co., Ltd. 9,076
Director
(11/18/1947) Jun. 2000 TMC Director
- Finance & Accounting Jun. 2003 TMC Managing Officer
Group Jun. 2004 TMC Senior Managing Director
- Information Systems
Group
16* Atsushi Niimi TMC Senior Managing Apr. 1971 Joined TMC 11,038
Director
(7/30/1947) Jun. 2000 TMC Director
Jun. 2002 Toyota Motor Manufacturing North
- Production Control & America, Inc. President
Logistics Group Jun. 2003 TMC Managing Officer
- Manufacturing Group Jun. 2004 TMC Director
- TQM Promotion Div. Jun. 2005 Retired from Toyota Motor
Manufacturing North America, Inc. President
Jun. 2005 TMC Senior Managing Director
(Non-TMC Executive Duties)
Chairman of Toyota Motor Manufacturing North
America, Inc.
(Apr. 2006 The company's name was changed to
Toyota Motor Engineering & Manufacturing North
America, Inc.)
17* Hajime Wakayama TMC Senior Managing Jul. 1969 Joined TMC 8,635
Director
(1/27/1946) Jun. 2001 TMC Director
Jun. 2003 TMC Managing Officer
- Business Development
Group Jun. 2005 TMC Senior Managing Director
- Purchasing Group
18* Hiroshi Takada TMC Senior Managing Apr. 1969 Joined Toyota Motor Sales Co., Ltd. 8,850
Director
(12/22/1946) Jun. 2001 TMC Director
- Overseas Planning Jun. 2003 TMC Managing Officer
Operations Group Jun. 2005 TMC Senior Managing Director
- Product Management
Div.
19* Teiji Tachibana TMC Senior Managing Apr. 1969 Joined TMC 10,100
Director
(1/18/1947) Jun. 2001 TMC Director
Jun. 2003 TMC Managing Officer
- General Administration
& Human Resources Group Jun. 2005 TMC Senior Managing Director
- Housing Group
(Non-TMC Executive Duties)
President of Toyota Housing Corporation
20* Shinichi Sasaki TMC Senior Managing Apr. 1970 Joined TMC 8,010
Director
(12/18/1946) Jun. 2001 TMC Director
Jun. 2003 TMC Managing Officer
Jun. 2004 Toyota Motor Engineering &
Manufacturing Europe S.A./N.V. President
Jun. 2005 TMC Senior Managing Director
Oct. 2005 Toyota Motor Europe NV/SA, Toyota
Motor Marketing Europe NV/SA and Toyota Motor
Engineering & Manufacturing Europe NV/SA merged
under the name Toyota Motor Europe NV/SA.
Oct. 2005 President of Toyota Motor Europe NV
/SA
(Non-TMC Executive Duties)
Chairman of Toyota Motor Industries Poland
Sp.zo.o.
Chairman of Toyota Motor Manufacturing Turkey
Inc.
President of Toyota Motor Europe NV/SA
21* Shin Kanada TMC Senior Managing Apr. 1970 Joined TMC 9,578
Director
(1/10/1948) Jun. 2001 TMC Director
Jun. 2003 TMC Managing Officer
- Government & Public
Affairs Group Jun. 2005 TMC Senior Managing Director
22* Akira Okabe TMC Senior Managing Apr. 1971 Joined Toyota Motor Sales Co., Ltd. 16,000
Director
(9/17/1947) Jun. 2001 TMC Director
- Asia, Oceania & Middle Jun. 2003 TMC Managing Officer
East Operations Group Jun. 2005 TMC Senior Managing Director
- Taiwan Office
(Non-TMC Executive Duties)
Chairman of Toyota Kirloskar Motor Private Ltd.
Chairman of Toyota Techno Park India Private
Limited
Chairman of Toyota Kirloskar Auto Parts Private
Ltd.
Chairman of Toyota Motor Vietnam Co., Ltd.
Chairman of Toyota Motor Asia Pacific Pte Ltd.
23* Yoshio Shirai TMC Senior Managing Apr. 1973 Joined TMC 11,000
Director
(5/1/1948) Jun. 2001 TMC Director
Jun. 2003 TMC Managing Officer
- Technical
Administration Group Jun. 2005 TMC Senior Managing Director
- Product Development
Group
- Environmental Affairs
Div.
- R & D Management Div.
24* Yoichiro TMC Senior Managing Jul. 1971 Joined Toyota Motor Sales Co., Ltd. 13,568
Ichimaru Director
(10/10/1948) Jun. 2001 TMC Director
- Domestic Sales Jun. 2003 TMC Managing Officer
Operations Group Jun. 2005 TMC Senior Managing Director
- Customer Service
Operations Group
25* Shoji Ikawa TMC Senior Managing Apr. 1975 Joined TMC 20,236
Director
(9/1/1949) Jun. 2001 TMC Director
Jun. 2003 TMC Managing Officer
- Production Engineering
Group Jun. 2005 TMC Senior Managing Director
26* Shoichiro Toyoda TMC Honorary Chairman Jul. 1952 Joined TMC 11,144,193
(2/27/1925) Jul. 1952 TMC Director
Jan. 1961 TMC Managing Director
Oct. 1967 TMC Senior Managing Director
Dec. 1972 TMC Executive Vice President
Jun. 1981 TMC Director
Jun. 1981 Toyota Motor Sales Co., Ltd.
President
Jul. 1982 TMC President
Sep. 1992 TMC Chairman
Jun. 1999 TMC Honorary Chairman and Director
(Non-TMC Executive Duties)
Director of Toyota Central Research & Development
Laboratories, Inc.
Director of Genesis Research Institute, Inc.
Chairman of Towa Real Estate Co., Ltd.
Note: * Indicates current TMC Director.
Proposed Resolution 4: Election of 3 Corporate Auditors
The Corporate Auditors Mr. Yoshiro Hayashi, Mr. Hiromu Okabe and Mr. Tadashi
Ishikawa will resign at the conclusion of this shareholders' meeting.
Accordingly, please elect 3 Corporate Auditors. The proposal of this resolution
at this Ordinary General Shareholders' Meeting was consented by the Board of
Corporate Auditors.
Following is the nominee
no. Name Position and main Brief career summary No. of TMC
(birth date) areas of shares owned
responsibility of
TMC
1 Yoichi Morishita - Apr. 1957 Joined Matsushita Electric Industrial 0
Co., Ltd.
(6/23/1934) Feb. 1987 Matsushita Electric Industrial Co., Ltd.
Director
Jun. 1989 Matsushita Electric Industrial Co., Ltd.
Managing Director
Jun. 1990 Matsushita Electric Industrial Co., Ltd
Senior Managing Director
Dec. 1992 Matsushita Electric Industrial Co., Ltd
Executive Vice President
Feb. 1993 Matsushita Electric Industrial Co., Ltd
President
Jun. 2000 Matsushita Electric Industrial Co., Ltd
Chairman
(Non-TMC Executive Duties)
President of Denshi Kaikan Co., Ltd.
2 Akishige Okada - Apr. 1963 Joined Mitsui Bank, Ltd. 0
(4/9/1938) Jun. 1991 Mitsui Taiyo Kobe Bank, Ltd, Director
Jun. 1995 The Sakura Bank, Ltd. Managing Director
Jun. 1996 The Sakura Bank, Ltd. Senior Managing
Director
Jun. 1997 The Sakura Bank, Ltd. President
Apr. 2001 Sumitomo Mitsui Banking Corporation
Chairman
Dec. 2002 Sumitomo Mitsui Financial Group, Inc.
Chairman (concurrently held position)
Jun. 2005 Retired from Chairman of Sumitomo Mitsui
Financial Group, Inc.
Jun. 2005 Sumitomo Mitsui Banking Corporation
Advisor
3 Masaki Nakatsugawa General Manager, Apr. 1976 Joined Toyota Motor Sales Co., Ltd. 5,700
Accounting
(1/29/1953) Division Jan. 2002 Dispatched to Toyota Motor Thailand Co.,
Ltd.
Oct. 2004 General Manager, Accounting Division of
TMC
Note 1: There are no special interests between the candidate and the Company.
Note 2: Among the above candidates, Yoichi Morishita and Akishige Okada satisfy
the qualifications of outside corporate auditors as provided in Article 2
Paragraph 16 of 'the Corporation Act'
Proposed Resolution 5: Issue of Stock Acquisition Rights without Consideration
to Directors, Managing Officers and Employees, etc., of Toyota Motor Corporation
and its Affiliates
Pursuant to Articles 236, 238, and 239 of the Corporation Act, we request
authorization for the board of directors to issue Stock Acquisition Rights
(stock options) without consideration, for the purpose of granting stock
options, to directors, managing officers, employees, and other persons in
similar positions at TMC and its affiliates and to determine the terms and
conditions of such grants as described below.
Stock acquisition rights granted to TMC directors without consideration
constitute non-monetary compensation of indeterminate value to directors.
Consequently, we also request approval of the method of calculating the value of
Stock Acquisition Rights allotted to the board as remuneration, etc. In the
event Proposed Resolution 3 (Election of 26 Directors) is approved, the number
of directors eligible for stock acquisition rights will be 26, and the number of
stock acquisition rights granted to TMC directors will be limited to 9,100.
1. Reason for Issue of Stock Acquisition Rights without Consideration
TMC will issue Stock Acquisition Rights to Directors, Managing Officers and
employees, etc. of TMC and its affiliates in order to enhance enthusiasm and
raise morale for improving business performance and thereby contribute to
strengthening TMC's international competitiveness.
2. Summary of Terms of Issue of Stock Acquisition Rights
(1) Grantees of the Stock Acquisition Rights
Directors, Managing Officers and employees, etc., of TMC and its affiliates.
(2) Type and Number of Shares to be Issued or Transferred upon Exercise of
Stock Acquisition Rights
Up to 3,500,000 shares of common stock of TMC.
Provided, however, that if the number of shares to be issued or transferred upon
exercise of each Stock Acquisition Right is adjusted in accordance with (3)
below, such number of shares to be issued or transferred shall be adjusted to
the number obtained by multiplying the number of shares after adjustment by the
total number of Stock Acquisition Rights to be offered.
(3) Total Number of Stock Acquisition Rights
Up to 35,000
The number of shares for purposes of Stock Acquisition Right (the 'Number of
Shares Granted') shall be 100; provided, however, that if TMC splits its shares
(including the allotment of common stock to shareholders without consideration;
hereinafter the same shall apply) or consolidates its shares after the allotment
date of the Stock Acquisition Rights, the number of shares to be issued or
transferred upon exercise of each Stock Acquisition Right shall be adjusted
according to the following formula.
Number of shares after = Number of shares x Ratio of split
adjustment before adjustment (or consolidation)
The adjustment above shall be made only to the unexercised rights remaining at
the relevant time. If any fraction less than one (1) share arises as a result of
such adjustment, such fraction shall be discarded.
(4) Monetary Amount Paid for Issuance of Stock Acquisition Rights
Regarding Stock Acquisition Rights for which the authority to determine the
terms and conditions of the offering is delegated to the Board of Directors, in
accordance with the resolution of this year's Ordinary General Shareholders'
Meeting, no monetary payment shall be required.
(5) Amount of Assets to be Paid upon Exercise of Stock Acquisition Rights
The amount of assets to be paid upon exercise of each Stock Acquisition Right
shall be the amount obtained by multiplying the amount to be paid per share
issued or transferred upon exercise of Stock Acquisition Rights (the 'Exercise
Price') by the Number of Shares Granted. The Exercise Price shall be as follows.
The amount obtained by multiplying the closing price of TMC's common stock in
regular trading on the Tokyo Stock Exchange on the allotment date of the Stock
Acquisition Rights (if there is no transaction made on that day, then the
closing price of the latest date prior to the allotment date of the Stock
Acquisition Rights on which a transaction was made) by 1.025, and any fraction
less than one (1) yen arising therefrom shall be rounded up to the nearest one
(1) yen.
In addition, the Exercise Price shall be adjusted as follows:
(i) If TMC splits or consolidates its shares after the allotment date of the
Stock Acquisition Rights, the Exercise Price shall be adjusted according to the
following formula, and any fraction less than one (1) yen arising therefrom
shall be rounded up to the nearest one (1) yen.
Exercise Price = Exercise Price x 1
after adjustment before adjustment __________________
Ratio of split
(or consolidation)
(ii) If TMC issues common stock or sells treasury stock of the common stock at
a price below the market price after the allotment date of the Stock Acquisition
Rights, the Exercise Price shall be adjusted according to the following formula,
and any fraction less than one (1) yen arising therefrom shall be rounded up to
the nearest one (1) yen. No adjustment shall be made, however, in the event that
Stock Acquisition Rights are exercised.
Exercise Price Exercise Price Number of + Number of shares X Amount to be
after adjustment before adjustment outstanding shares newly issued paid
per share
____________________________________
= X Market price
____________________________________________________________
Number of + Number of shares newly issued
outstanding shares
'Number of outstanding shares' provided for in the above formula does not
include the number of shares held by TMC as treasury stock and in the case where
the treasury stock is to be sold 'Number of shares newly issued' shall be read
as 'Number of shares of treasury stock to be sold.'
(iii) In the event that other class of stock is allotted without consideration
to the common shareholders, shares of other company are delivered to the common
shareholders of TMC as dividends, or in any other similar instance where an
adjustment of the Exercise Price is required, in each case after the allotment
date of the Stock Acquisition Rights, an appropriate adjustment shall be made to
the extent reasonable.
(6) Exercise Period of the Stock Acquisition Rights
From August 1, 2008 to July 31, 2014
(7) Conditions of Exercise of Stock Acquisition Rights
(i) Each Stock Acquisition Right may not be partially exercised.
(ii) The grantees of the Stock Acquisition Rights must, at the time of the
closing of the Ordinary General Shareholders' Meeting to be held for the last
fiscal year ending within two (2) years after the closing of the FY2006 Ordinary
General Shareholders' Meeting of TMC, be a Director, Managing Officer on an
employee, etc. of TMC or its affiliate, to which he/she belongs at the time such
right is granted.
(iii) The grantee of the Stock Acquisition Rights may exercise his or her Stock
Acquisition Rights for up to two (2) years after the grantee loses his or her
position as a Director, Managing Officer or an employee, etc. of TMC or its
affiliate to which the grantee belongs at the time of grant. However, if the
grantee loses such position due to retirement or resignation for personal
reasons, or removal from office or dismissal, the Stock Acquisition Rights will
expire immediately.
(iv) Stock Acquisition Rights may not be inherited.
(v) Other exercise conditions shall be provided for by the resolution of the
FY2006 Ordinary General Shareholders' Meeting and the resolution of a meeting of
the Board of Directors.
(8) Events and Conditions of Acquisition of Stock Acquisition Rights by TMC
Stock Acquisition Rights may be acquired by TMC without consideration, on a date
that shall be provided by the Board of Directors, if a General Shareholders'
Meeting approves a proposal on a merger agreement in which TMC will be
dissolved, or a proposal on a share exchange agreement or a share transfer by
which TMC will become a wholly-owned subsidiary of another company.
(9) Restriction on Transfer of Stock Acquisition Rights
Transfer of Stock Acquisition Rights shall be subject to an approval of the
Board of Directors.
(10) Matters concerning the Paid-in Capital and Additional Paid-in Capital to be
Increased due to the Issuance or Transfer of Shares upon Exercise of Stock
Acquisition Rights
(i) Amount of capital to be increased due to the issuance of shares upon
exercise of the Stock Acquisition Rights shall be half of the maximum amount of
capital increase etc. which is calculated in accordance with Article 40,
Paragraph 1 of the Corporation Accounting Regulations, and any fraction less
than one (1) yen arising therefrom shall be rounded up to the nearest one (1)
yen.
(ii) Amount of additional paid-in capital to be increased due to the issuance
of shares upon exercise of the Stock Acquisition Rights shall be an amount
determined by subtracting the amount of paid-in capital to be increased provided
for in the immediately preceding paragraph (i) from the maximum amount of
capital increase set forth in the immediately preceding paragraph (i).
(11) Handling of Fraction
In the case where the number of shares to be issued or transferred to the
grantee includes any fraction less than one (1) share, such fraction shall be
rounded down.
(12) Calculate Method of the Fair Value of Stock Acquisition Rights
The fair value of Stock Acquisition Rights shall be calculated by using the
Black-Scholes model based on the various conditions of the allotment date.
Reference: The current fair value calculated by using the Black-Scholes model
is 1,431 yen per share.
Proposed Resolution 6: Acquisition of Own Shares
In order to improve capital efficiency and to implement flexible capital
policies tailored to the business environment, we request authorization to
acquire shares of TMC common stock up to a maximum of 30 million shares and to a
maximum value of 200 billion yen, pursuant to the provisions of Article 156 of
the Corporation Act during the one-year period from the day after the conclusion
of this Ordinary General Shareholders' Meeting.
Proposed Resolution 7: Award of Bonus Payments to Retiring Corporate Auditors,
and Payment of the Final Retirement Bonus to Directors Due to the Abolishment of
the Retirement Bonus System for Directors.
In order to compensate the dedicated efforts of the 3 Corporate Auditors who
will be resigning as of the conclusion of this General Shareholders' Meeting,
bonuses in appropriate amounts will be provided in accordance with TMC's
standards. The amounts, timing, method of payment, and so on will be determined
by the Board of Auditors.
The following is the brief career summary of the Directors.
Name Brief career summary
Yoshiro Hayashi Jun. 2003 TMC Corporate Auditor
Hiromu Okabe Jun. 2002 TMC Corporate Auditor
Tadashi Ishikawa Jun. 2003 TMC Corporate Auditor
The Board of Directors adopted a resolution during its meeting on April 26, 2006
to eliminate the system of paying bonuses to retiring Directors as a part of
management reform effective as of the end of this General Shareholders Meeting.
If Proposed Resolution 3 is approved, the 26 reappointed directors shall be paid
final bonuses within a range of suitable amounts to be determined in accordance
with standards adopted by TMC for their service through the conclusion of this
shareholders meeting. The amounts, method of payment, and so on will be
determined by the Board of Directors.
Payment will be made at the time of each individual's retirement.
The following is the brief career summary of the Directors who will be
reappointed if Proposed Resolution 3 is approved.
Name Brief career summary
Hiroshi Okuda Jul. 1982 TMC Director
Sep. 1987 TMC Managing Director
Sep. 1988 TMC Senior Managing Director
Sep. 1992 TMC Executive Vice President
Aug. 1995 TMC President
Jun. 1999 TMC Chairman
Fujio Cho Sep. 1988 TMC Director
Sep. 1994 TMC Managing Director
Jun. 1996 TMC Senior Managing Director
Jun. 1998 TMC Executive Vice President
Jun. 1999 TMC President
Jun. 2005 TMC Vice Chairman
Katsuhiro Nakagawa Jun. 2001 TMC Managing Director
Jun. 2002 TMC Senior Managing Director
Jun. 2003 TMC Executive Vice President
Jun. 2004 TMC Vice Chairman
Katsuaki Watanabe Sep. 1992 TMC Director
Jun. 1997 TMC Managing Director
Jun. 1999 TMC Senior Managing Director
Jun. 2001 TMC Executive Vice President
Jun. 2005 TMC President
Tokuichi Uranishi Jun. 1996 TMC Director
Jun. 2001 TMC Managing Director
Jun. 2003 TMC Senior Managing Director
Jun. 2005 TMC Executive Vice President
Kazuo Okamoto Jun. 1996 TMC Director
Jun. 2001 TMC Managing Director
Jun. 2003 TMC Senior Managing Director
Jun. 2005 TMC Executive Vice President
Kyoji Sasazu Jun. 1997 TMC Director
Jun. 2001 TMC Managing Director
Jun. 2003 TMC Senior Managing Director
Jun. 2005 TMC Executive Vice President
Mitsuo Kinoshita Jun. 1997 TMC Director
Jun. 2001 TMC Managing Director
Jun. 2003 TMC Senior Managing Director
Jun. 2005 TMC Executive Vice President
Yoshimi Inaba Jun. 1997 TMC Director
Jun. 2003 TMC Senior Managing Director
Jun. 2005 TMC Executive Vice President
Takeshi Uchiyamada Jun. 1998 TMC Director
Jun. 2001 TMC Managing Director
Jun. 2003 TMC Senior Managing Director
Jun. 2005 TMC Executive Vice President
Masatami Takimoto Jun. 1999 TMC Director
Jun. 2002 TMC Managing Director
Jun. 2003 TMC Senior Managing Director
Jun. 2005 TMC Executive Vice President
Akio Toyoda Jun. 2000 TMC Director
Jun. 2002 TMC Managing Director
Jun. 2003 TMC Senior Managing Director
Jun. 2005 TMC Executive Vice President
Tetsuo Hattori Jun. 2004 TMC Senior Managing Director
Yukitoshi Funo Jun. 2004 TMC Director
Jun. 2005 TMC Senior Managing Director
Takeshi Suzuki Jun. 2004 TMC Senior Managing Director
Atsushi Niimi Jun. 2004 TMC Director
Jun. 2005 TMC Senior Managing Director
Hajime Wakayama Jun. 2005 TMC Senior Managing Director
Hiroshi Takada Jun. 2005 TMC Senior Managing Director
Teiji Tachibana Jun. 2005 TMC Senior Managing Director
Shinichi Sasaki Jun. 2005 TMC Senior Managing Director
Shin Kanada Jun. 2005 TMC Senior Managing Director
Akira Okabe Jun. 2005 TMC Senior Managing Director
Yoshio Shirai Jun. 2005 TMC Senior Managing Director
Yoichiro Ichimaru Jun. 2005 TMC Senior Managing Director
Shoji Ikawa Jun. 2005 TMC Senior Managing Director
Shoichiro Toyoda Jul. 1952 TMC Director
Jan. 1961 TMC Managing Director
Oct. 1967 TMC Senior Managing Director
Dec. 1972 TMC Executive Vice President
Jun. 1981 TMC Director
Jul. 1982 TMC President
Sep. 1992 TMC Chairman
Jun. 1999 TMC Honorary Chairman and Director
Proposed Resolution 8: Revision of the Amount of Remuneration for Directors
Compensation paid to Directors has been set at a maximum total of 130 million
yen monthly since an Extraordinary Shareholders' Meeting held on May 13, 1982,
but in light of subsequent changes in economic developments, the elimination of
the system of paying bonuses to retiring Directors, and other diverse
circumstances, we request approval to increase the amount of Director
compensation to a total of 200 million yen monthly.
If Proposed Resolution 3 is approved, 26 Directors will be in office as of the
end of this Shareholders Meeting.
This information is provided by RNS
The company news service from the London Stock Exchange
Monday, 13th May 2024
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