Toyota Motor Regulatory News (TYT)

10 May 2006 18:17

Toyota Motor Corporation10 May 2006 (Translation) May 10, 2006 To Whom It May Concern: Company Name: TOYOTA MOTOR CORPORATION Name and Title of Representative: Katsuaki Watanabe, President (Code Number: 7203 Securities exchanges throughout Japan) Name and Title of Contact Person: Masaki Nakatsugawa General Manager, Accounting Division Telephone Number: 0565-28-2121 Notice Concerning the Partial Amendment of the Articles of Incorporation We hereby give notification that, at the meeting of the Board of Directors ofToyota Motor Corporation ("TMC") held on May 10, 2006, TMC has decided topropose the partial amendment of its Articles of Incorporation at the FY2006Ordinary General Shareholders' Meeting scheduled to be held on June 23, 2006, asdescribed below. 1. Reasons for 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 ofIncorporation as below: (i) TMC will establish a new provision which provides for the rights that theshareholders may exercise with regard to shares constituting less than one unit(tangen) of shares (proposed amendment of Article 6, Paragraph 2). (ii) For the purpose of the efficient procedures of general meetings ofshareholders, TMC will establish a new provision which enables TMC to determinethe number of proxies attending general meetings of shareholders (proposedamendment of Article 14, Paragraph 3). (iii) TMC will establish a new provision which enables the disclosure ofreference documents, etc. for general meetings of shareholders on the Internetwhich shall be deemed as the delivery of such documents (proposed amendment ofArticle 15). With regard to this provision, TMC has not decided to exercise itimmediately after the amendment of its Articles of Incorporation, but willhereafter consider its execution. (iv) In order to make flexible decisions in response to the various changes inbusiness conditions, TMC will establish a new provision which enablesresolutions of meetings of the Board of Directors by way of written document(proposed amendment of Article 19, Paragraph 3). (v) TMC will establish a new provision which enables conclusion of liabilitylimitation agreements with outside Corporate Auditors (proposed amendment ofArticle 29). (vi) TMC will establish a new provision which enables distribution of dividendsfrom surplus by a resolution of the Board of Directors (proposed amendment ofArticle 32, Paragraph 3). With regard to this provision, TMC will not exerciseit immediately after the amendment of its Articles of Incorporation, but willmake such amendment in order to secure flexible capital policy. (2) In accordance with the abolishment of the system for deducting the numberof shares repurchased and cancelled from the total number of authorized sharesin the "Corporation Act" (Law No. 86, 2005), the descriptions concerning suchdeduction will be deleted, and the number of shares that have been deducted inprevious years will be added to the total number of authorized shares (proposedamendment of Article 5, Paragraph 1). (3) In addition to the above, TMC will make necessary amendments, such asaddition and deletion of provisions, change of expressions and renumbering ofArticles. 2. Details of Amendments The details of amendments are as shown in the attached document. 3. Schedule for Amendment The amendment of the Articles of Incorporation is scheduled to be proposed atthe FY2006 Ordinary General Shareholders' Meeting of TMC on June 23, 2006. (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 andof Shares Constituting One Unit(tangen)and Issuance of Share Certificates)Non-issuance of Share Certificates for Less than aUnit(tangen)of Shares)1. The total number of shares authorized to be issued 1. The total number of shares which the Corporationby the Corporation shall be ten billion is 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 itsissued shares, the total number of such authorizedshares shall be reduced by the number of suchrepurchased 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 3. Notwithstanding Paragraph 2 of the precedingcertificates for shares less than one unit (tangen) of Article, the Corporation may choose not to issue shareshares. Provided, however, that this provision shall certificates representing its shares constituting lessnot apply if the Share Handling Regulations than one unit (tangen) of shares.established by the Board of Directors provideotherwise. Article 6. (Repurchase of Shares) Article 7. (Acquisition of Own Shares) The Company may repurchase its own shares upon The Corporation may acquire its own shares by aapproval by the Board of Directors by resolution in resolution of the Board of Directors in accordanceaccordance with the provisions of the Commercial Code with the provisions of Article 165, Paragraph 2 of theArticle 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 1. The Corporation shall have a transfer agentits shares. (kabunushimeibo-kanrinin). 2. The transfer agent and the location of its office 2. The transfer agent and the location of its officeshall be selected by a resolution of the Board of shall be designated by a resolution of the Board ofDirectors, 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 theregister of beneficial shareholders; hereinafter the register of beneficial shareholders; hereinafter thesame interpretation being applicable) and the register same interpretation being applicable), the register ofof lost stock certificates shall be kept at the office lost share certificates, and the register of stockof the transfer agent. The registration of the acquisition rights shall be kept at the office of thetransfer of shares, the purchase of shares transfer agent. The entry or recording into theconstituting less than one unit(tangen)and any other register of shareholders, the register of lost sharematters related to the shares shall be handled by the certificates and the register of stock acquisitiontransfer agent and 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 byCorporation, and the procedures for and fees for the Corporation, and the procedures for and fees forregistering the transfer of shares, purchasing shares the entry or recording into the register ofconstituting less than one unit(tangen)and any other shareholders, the register of lost share certificatesmatters 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 unitby 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 shareholderissued on or before March 31 in each year, deem any (including beneficial shareholders; hereinafter theshareholder (including the beneficial shareholder; same interpretation being applicable) entered orhereinafter the same interpretation being applicable) recorded in the final register of shareholders as ofentered or recorded in the final register of March 31 in such year to be a shareholder entitled toshareholders as of March 31 in such year to be a exercise its rights at the ordinary general meeting ofshareholder entitled to exercise its rights at the shareholders for that business year.ordinary general meeting of shareholders for thatparticular accounting period. With respect to theshares issued during the period from April 1 to thedate of the ordinary general meeting of shareholders,the Corporation shall deem any shareholder entered orrecorded in the final register of shareholders as ofthe date of issue of such shares to be a shareholderentitled to exercise its rights at such ordinarygeneral 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 ofshareholders shall be adopted by a majority vote of shareholders shall be adopted by a majority vote ofthe shareholders present at the meeting, unless the shareholders present at the meeting who areotherwise provided by laws and regulations or the entitled to vote, unless otherwise provided by lawsArticles of Incorporation of the Corporation. and regulations 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 bytwo-thirds of the voting rights held by the attending not less than two-thirds (2/3) of the votes of theshareholders who hold not less than one-third of the shareholders present at the meeting who hold sharesvoting 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, 2. In cases where the preceding paragraph applies,the shareholder or its proxy shall file with the the shareholder or its proxy shall file with theCorporation a document establishing the proxy's power Corporation a document establishing the proxy's powerof 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 DIRECTORSArticle 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 ashareholders. general meeting of shareholders.2. Directors shall be elected by a majority vote of 2. A resolution for the election of Directors shallthe shareholders present at the meeting who hold be adopted by a majority vote of the shareholdersshares representing in aggregate not less than present at the meeting who hold shares representing inone-third (1/3) of the voting rights of all the aggregate not less than one-third (1/3) of the votingshareholders. 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 1. The term of office of Directors shall expire atthe closing of the ordinary general meeting of the closing of the ordinary general meeting ofshareholders to be held for the last fiscal year of shareholders to be held for the last business year ofthe Corporation ending within one (1) year after their the Corporation ending within one (1) year after theirassumption of office. election.2. The term of office of any Director elected in 2. The term of office of any Director elected inorder to increase the number of Directors or to fill a order to increase the number of Directors or to fill avacancy shall be the balance of the term of office of vacancy shall be the balance of the term of office ofthe 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 ExecutiveDirectors) Directors) 1. The Corporation shall, by a resolution of the 1. The Board of Directors shall designate one or moreBoard of Directors, designate one or more Directors Representative Directors by its resolution.who shall represent the Corporation.2. The Corporation may, by a resolution of the Board 2. The Board of Directors may appoint one Chairman ofof Directors, appoint one Chairman of the Board, one the Board, one President and one or more Vice ChairmanPresident and one or more Vice Chairmen of the Board, of the Board, Executive Vice Presidents and SeniorExecutive 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 ChairmenSenior 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 beshall be subject to the Regulations of the Board of subject to the Regulations of the Board of DirectorsDirectors 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 Corporationstipulated in Article 266, Paragraph 1, Item 5 of the may, by a resolution of the Board of Directors, exemptCommercial Code within the limits specified in Article Directors (including former Directors) from266 Paragraphs 12,17,and 18 of the Commercial Code by liabilities provided for in Article 423, Paragraph 1resolution of the Board of Directors adopted in of the Corporation Act within the limits stipulated byaccordance with applicable law when such Directors laws and regulations.were performing their duties in good faith and in theabsence of gross negligence. CHAPTER V. CORPORATE AUDITORS AND BOARD OF CORPORATE CHAPTER V. CORPORATE AUDITORS AND BOARD OF CORPORATEAUDITORS 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 ameetings of shareholders. resolution of a general meeting of shareholders.2. Corporate Auditors shall be elected by a majority 2. A resolution for the election of Corporatevote of the shareholders present at the meeting who Auditors shall be adopted by a majority vote of thehold shares representing in aggregate not less than shareholders present at the meeting who hold sharesone-third (1/3) of the voting rights of all the representing in aggregate not less than one-third (1/shareholders. 3) of the voting 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 shallexpire at the closing of the ordinary general meeting expire at the closing of the ordinary general meetingof shareholders to be held for the last fiscal year of of shareholders to be held for the last business yearthe Corporation ending within four (4) years after of the Corporation ending within four (4) years aftertheir assumption of office. their election.2. The term of office of any Corporate Auditor 2. The term of office of any Corporate Auditorelected to fill a vacancy shall be the balance of the elected to fill a vacancy shall be the balance of theterm of office of the Corporate Auditor whom he/she term of office of the Corporate Auditor whom he/shesucceeds. 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 itselected by the Corporate Auditors from among resolution, select one or more full-time Corporatethemselves. 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 CorporateAuditors) 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 Corporationfor their actions as stipulated in Article 266 may, by a resolution of the Board of Directors, exemptParagraph 1 Item 5 of the Commercial Code within the Corporate Auditors (including former Corporatelimits specified in Article 266 Paragraph 12 of the Auditors) from liabilities provided for in ArticleCommercial Code as applied mutatis mutandis under the 423, Paragraph 1 of the Corporation Act within theprovisions of Article 280 Paragraph 1 of the limits stipulated by laws and regulations.Commercial Code by resolution of the Board ofDirectors adopted in accordance with applicable lawwhen such Corporate Auditors were performing theirduties in good faith and in the absence of grossnegligence.(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 thethe closing date of the Corporation's accounts shall following year.be 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 beaccordance with the register of shareholders as of the paid to the shareholders or registered share pledgeesclosing 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 Boardthe Board of Directors, distribute such money as of Directors, distribute dividends from surplus asprovided 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 registeredaccordance with the final register of shareholders as share pledgees entered or recorded in the finalof September 30 of each year. register of 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 fromunpaid 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 anydividends or interim dividends after three (3) years In the case where the dividends from surplus are paidhave 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 CorporateAuditors in office prior to the closing of theordinary general meeting of shareholders held for thefiscal year ending in March 2003, "within four(4)yearsafter their assumption of office" as it appears inArticle 22 shall be read as "within three(3)yearsafter their assumption of office." (END) This information is provided by RNS The company news service from the London Stock Exchange