Toyota 2015 Annual Report Download - page 119

their votes by a date specified in the convocation notice, following instructions appearing on the website.
Institutional investors may also use the Electronic Proxy Voting Platform operated by Investor Communications
Japan (“ICJ”) to exercise their voting rights through the use of the Internet, if such institutional investor applies
to use the platform in advance. Shareholders may also exercise their voting rights through proxies, provided that
those proxies are also shareholders who have voting rights. Toyota may refuse a shareholder having two or more
proxies attend a general shareholders’ meeting.
The Companies Act provides that a quorum of at least one-third of outstanding shares with voting rights
must be present at a shareholders’ meeting to approve any material corporate actions such as:
(1) any amendment of the articles of incorporation with certain exceptions in which a shareholders’
resolution is not required;
(2) acquisition of its own shares from a specific party;
(3) consolidation of shares;
(4) any issue or transfer of its shares at a “specially favorable” price (or any issue of stock acquisition
rights or bonds with stock acquisition rights at “specially favorable” conditions by Toyota) to any
persons other than shareholders;
(5) the removal of an audit & supervisory board member;
(6) the exemption of liability of a director or audit & supervisory board member with certain
exceptions;
(7) a reduction of stated capital which meets certain requirements with certain exceptions;
(8) a distribution of in-kind dividends which meets certain requirements;
(9) dissolution, merger, or consolidation with certain exceptions in which a shareholders’ resolution is
not required;
(10) the transfer of the whole or a material part of the business;
(11) the transfer in entirety or in part of shares or equity interest of a subsidiary under certain
conditions;
(12) the taking over of the entire business of any other corporation with certain exceptions in which a
shareholders’ resolution is not required;
(13) share exchange or share transfer for the purpose of establishing 100% parent-subsidiary
relationships with certain exceptions in which a shareholders’ resolution is not required; or
(14) company split with certain exceptions in which a shareholders’ resolution is not required.
At least two-thirds of the shares having voting rights represented at the meeting must approve these actions.
The voting rights of holders of ADSs are exercised by the Depositary based on instructions from those
holders.
Rights to be Allotted Shares
Holders of common shares and Model AA Class Shares have no preemptive rights under Toyota’s articles
of incorporation. Under the Companies Act, the board of directors may, however, determine that shareholders
shall be given rights to be allotted shares or stock acquisition rights on request in connection with a particular
issue or transfer of shares, or issue of stock acquisition rights, respectively. In this case, such rights must be given
on uniform terms to all shareholders as of a specified record date by at least two weeks’ prior public notice to
shareholders of the record date.
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