26th Jun 2006 12:03
Toyota Motor Corporation26 June 2006 (English Translation) ARTICLES OF INCORPORATION TOYOTA MOTOR CORPORATION ARTICLES OF INCORPORATION OF TOYOTA MOTOR CORPORATION (As amended on June 23, 2006) CHAPTER I. GENERAL PROVISIONS Article 1. (Trade Name) The name of the Corporation shall be "Toyota Jidosha Kabushiki Kaisha" tobe expressed in English as "TOYOTA MOTOR CORPORATION". Article 2. (Purpose) The purpose of the Corporation shall be to engage in the followingbusinesses: (1) the manufacture, sale, leasing and repair of motor vehicles, industrialvehicles, ships, aircraft, other transportation machinery andapparatus, spacecraft and space machinery and apparatus, and partsthereof; (2) the manufacture, sale, leasing and repair of industrial machinery andapparatus and other general machinery and apparatus, and partsthereof; (3) the manufacture, sale, leasing and repair of electrical machinery andapparatus, and parts thereof; (4) the manufacture, sale, leasing and repair of measuring machinery andapparatus, and medical machinery and apparatus, and parts thereof; (5) the manufacture and sale of ceramics and products of synthetic resins,and materials thereof; (6) the manufacture, sale and repair of construction materials andequipment, furnishings and fixtures for residential buildings; (7) the planning, designing, supervision, execution and undertaking ofconstruction works, civil engineering works, land development, urbandevelopment and regional development; (8) the sale, purchase, leasing, brokerage and management of real estate; (9) the service of information processing, information communications and information supply, and the development, sale and leasing of software; (10) the design and development of product sales systems that utilizenetworks such as the Internet; sale, leasing, maintenance of computersincluded within such systems, and sales of products by utilizing suchsystems; (11) the inland transportation, marine transportation, air transportation,stevedoring, warehousing and tourism businesses; (12) the printing, publishing, advertising and publicity, general leasing,security and workers dispatch businesses; (13) the credit card operations, purchase and sale of securities, investmentconsulting, investment trust operation, and other finantial servieces; (14) the operation and management of such facilities as parking lots,showrooms, educational facilities, medical care facilities, sportsfacilities, marinas, airfields, food and drink stands and restaurants,lodging facilities, retail stores and others; (15) the non-life insurance agency business and life insurance agencybusiness; (16) the production and processing by using biotechnology of agriculturalproducts including trees, and the sale of such products; (17) the sale of goods related to each of the preceding items and mineraloil; (18) the conducting of engineering, consulting, invention and researchrelating to each of the preceding items and the utilization of suchinvention and research; and (19) any businesses incidental to or related to any of the preceding items. Article 3. (Location of Principal Office) The principal office of the Corporation shall be located in Toyota City,Aichi Prefecture, Japan. Article 4. (Public Notices) Public notices of the Corporation shall be given in the newspapers "TheNihon Keizai Shimbun", published in Tokyo, Japan and "The Chunichi Shimbun",published in Nagoya City, Japan. CHAPTER II. SHARES Article 5. (Total Number of Authorized Shares and Issuance of Share Certificates) 1. The total number of shares which the Corporation is authorized to issueshall be ten billion (10,000,000,000). 2. The Corporation shall issue share certificates representing its issuedshares. 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 theCorporation shall be one hundred (100). 2. The shareholders of the Corporation are not entitled to exercise anyrights to shares constituting less than one unit (tangen) of shares held by theshareholders, other than the rights provided for in each Item of Article189,Paragraph 2 of the Corporation Act (Kaisha-hou). 3. Notwithstanding Paragraph 2 of the preceding Article, the Corporationmay choose not to issue share certificates representing its shares constitutingless than one unit(tangen)of shares. Article 7. (Acquisition of Own Shares) The Corporation may acquire its own shares by a resolution of the Board ofDirectors in accordance with the provisions of Article 165, Paragraph 2 of theCorporation Act. Article 8. (Transfer Agent) 1. The Corporation shall have a transfer agent (Kabunushimeibo-Kanrinin). 2. The transfer agent and the location of its office shall be designatedby a resolution of the Board of Directors, and public notice thereof shall begiven. 3. The register of shareholders (including the register of beneficialshareholders; hereinafter the same interpretation being applicable), theregister of lost share certificates, and the register of stock acquisitionrights shall be kept at the office of the transfer agent. The entry or recordinginto the register of shareholders, the register of lost share certificates andthe register of stock acquisition rights, the purchase of shares constitutingless than one unit(tangen)and any other matters related to the shares and stockacquisition rights shall be handled by the transfer agent and not by theCorporation. Article 9. (Share Handling Regulations) The denomination of the share certificates issued by the Corporation, andthe procedures for and fees for the entry or recording into the register ofshareholders, the register of lost share certificates and the register of stockacquisition rights, purchasing shares constituting less than one unit(tangen)andany other matters relating to the handling of shares and stock acquisitionrights shall be subject to the Share Handling Regulations established by theBoard of Directors. Article 10. (Record Date) 1. The Corporation shall deem any shareholder (including beneficialshareholders; hereinafter the same interpretation being applicable) entered orrecorded in the final register of shareholders as of March 31 in such year to bea shareholder entitled to exercise its rights at the ordinary general meeting ofshareholders for that business year. 2. In addition to the case provided for in the preceding paragraph, theCorporation may, after giving prior public notice, fix a date as the recorddate, where it deems it necessary to do so. CHAPTER III. GENERAL MEETINGS OF SHAREHOLDERS Article 11. (Ordinary General Meetings and Extraordinary General Meetings ofShareholders) 1. The ordinary general meeting of shareholders of the Corporation shallbe convened in June of each year. Extraordinary general meetings of shareholders may be called whenever necessary. 2. Each general meeting of shareholders may be convened at the place wherethe principal office of the Corporation is located, or at a place adjacentthereto, or in Nagoya City. Article 12. (Resolutions) 1. All resolutions of a general meeting of shareholders shall be adoptedby a majority vote of the shareholders present at the meeting who are entitledto vote, unless otherwise provided by laws and regulations or these Articles ofIncorporation of the Corporation. 2. Special resolutions as specified by Article 309, Paragraph 2 of theCorporation Act shall be adopted by not less than two-thirds (2/3) of the votesof the shareholders present at the meeting who hold shares representing inaggregate not less than one-third (1/3) of the voting rights of all shareholderswho are entitled to vote. Article 13. (Chairman of General Meeting) 1. The Chairman of the Board or the President of the Corporation shallpreside as chairman at a general meeting of shareholders. 2. In the event that the positions of both the Chairman of the Board andthe President are vacant or that both of them are prevented from so presiding aschairman, another Director of the Corporation shall preside in their placeaccording to the order of precedence previously established by the Board ofDirectors. Article 14. (Exercise of Voting Rights by Proxy) 1. A shareholder may exercise its voting rights by proxy, provided,however, that the proxy shall be a shareholder of the Corporation who isentitled to exercise its own voting rights. 2. In cases where the preceding paragraph applies, the shareholder or itsproxy shall file with the Corporation a document establishing the proxy's power of representation for each general meeting of shareholders. 3. The Corporation may refuse a shareholder having two (2) or more proxiesattend a general meeting of shareholders. Article 15. (Deemed Delivery of Reference Documents, etc. for General Meeting ofShareholders) Upon convening a general meeting of shareholders, the Corporation may deemthat the information which is required to be described or indicated in referencedocuments for the general meeting of shareholders, business reports, financialstatements and consolidated financial statements shall be provided to theshareholders, in the event that it is disclosed, pursuant to laws andregulations, through the method by which shareholders may receive suchinformation through an electronic means. CHAPTER IV. DIRECTORS AND BOARD OF DIRECTORS Article 16. (Number of Directors) The Corporation shall have no more than thirty (30) Directors. Article 17. (Election of Directors) 1. Directors shall be elected by a resolution of a general meeting ofshareholders. 2. A resolution for the election of Directors shall be adopted by amajority vote of the shareholders present at the meeting who hold sharesrepresenting in aggregate not less than one-third (1/3) of the voting rights ofall the shareholders who are entitled to vote. 3. The election of Directors shall not be made by cumulative voting. Article 18. (Term of Office of Directors) 1. The term of office of Directors shall expire at the closing of theordinary general meeting of shareholders to be held for the last business yearof the Corporation ending within one (1) year after their election. 2. The term of office of any Director elected in order to increase thenumber of Directors or to fill a vacancy shall be the balance of the term ofoffice of the other Directors who hold office at the time of his/ her election. Article 19. (Board of Directors) 1. The Corporation shall have a Board of Directors. 2. Notice of a meeting of the Board of Directors shall be dispatched toeach Director and each Corporate Auditor at least three (3) days before the dateof the meeting. In case of urgency, however, such period may be shortened. 3. With respect to matters to be resolved by the Board of Directors, theCorporation shall deem that such matters were approved by a resolution of theBoard of Directors when all the Directors express their agreement in writing orby electronic records. Provided, however, that this provision shall not applywhen any Corporate Auditor expresses his/her objection to such matters. 4. In addition to the preceding two (2) paragraphs, the management of theBoard of Directors shall be subject to the Regulations of the Board of Directorsestablished by the Board of Directors. Article 20. (Representative Directors and Executive Directors) 1. The Board of Directors shall designate one or more RepresentativeDirectors by its resolution. 2. The Board of Directors may appoint one Chairman of the Board, onePresident and one or more Vice Chairman of the Board, Executive Vice Presidentsand Senior Managing Directors by its resolution. Article 21. (Honorary Chairmen and Senior Advisors) The Board of Directors may appoint Honorary Chairmen and Senior Advisors byits resolution. Article 22. (Exemption from Liability of Directors) In accordance with the provisions of Article 426, Paragraph 1 of theCorporation Act, the Corporation may, by a resolution of the Board of Directors,exempt Directors(including former Directors)from liabilities provided for inArticle 423, Paragraph 1 of the Corporation Act within the limits stipulated bylaws and regulations. CHAPTER V. CORPORATE AUDITORS AND BOARD OF CORPORATE AUDITORS Article 23. (Establishment of Corporate Auditors and Number of CorporateAuditors) The Corporation shall have no more than seven (7) Corporate Auditors. Article 24. (Election of Corporate Auditors) 1. Corporate Auditors shall be elected by a resolution of a generalmeeting of shareholders. 2. A resolution for the election of Corporate Auditors shall be adopted bya majority vote of the shareholders present at the meeting who hold sharesrepresenting in aggregate not less than one-third (1/3) of the voting rights ofall the shareholders who are entitled to vote. Article 25. (Term of Office of Corporate Auditors) 1. The term of office of Corporate Auditors shall expire at the closing ofthe ordinary general meeting of shareholders to be held for the last businessyear of the Corporation ending within four (4) years after their election. 2. The term of office of any Corporate Auditor elected to fill a vacancyshall be the balance of the term of office of the Corporate Auditor whom he/shesucceeds. Article 26. (Board of Corporate Auditors) 1. The Corporation shall have a Board of Corporate Auditors. 2. Notice of a meeting of the Board of Corporate Auditors shall bedispatched to each Corporate Auditor at least three (3) days before the date ofthe meeting. In case of urgency, however, such period may be shortened. 3. In addition to the provisions of the preceding paragraph, themanagement of the Board of Corporate Auditors shall be subject to theRegulations of the Board of Corporate Auditors established by the Board ofCorporate Auditors. Article 27. (Full-time Corporate Auditor) The Board of Corporate Auditors shall, by its resolution, select one ormore full-time Corporate Auditors. Article 28. (Exemption from Liability of Corporate Auditors) In accordance with the provisions of Article 426, Paragraph 1 of theCorporation Act, the Corporation may, by a resolution of the Board of Directors,exempt Corporate Auditors (including former Corporate Auditors) from liabilitiesprovided for in Article 423, Paragraph 1 of the Corporation Act within thelimits stipulated by laws and regulations. Article 29. (Liability Limitation Agreement with Outside Corporate Auditors) In accordance with the provisions of Article 427, Paragraph 1 of theCorporation Act, the Corporation may enter into an agreement with outsideCorporate Auditors, limiting liabilities provided for in Article 423, Paragraph1 of the Corporation Act. CHAPTER VI. ACCOUNTING AUDITOR Article 30. (Accounting Auditor) The Corporation shall have an Accounting Auditor(kaikeikansa-nin). CHAPTER VII. ACCOUNTS Article 31. (Business Year) The business year of the Corporation shall be one (1) year from April 1 ofeach year until March 31 of the following year. Article 32. (Dividends from Surplus, etc.) 1. Dividends from Surplus of the Corporation shall be paid to theshareholders or registered share pledgees entered or recorded in the finalregister of shareholders as of March 31 of each year. 2. The Corporation may, by a resolution of the Board of Directors,distribute dividends from surplus as provided for in Article 454, Paragraph 5 ofthe Corporation Act to the shareholders or registered share pledgees entered orrecorded in the final register of shareholders as of September 30 of each year. 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 ineach Item of Article 459,Paragraph 1 of the Corporation Act. 4. No interest shall be paid on unpaid dividends from surplus. Article 33. (Dispensation from Payment of Dividends from Surplus, etc.) In the case where the dividends from surplus are paid by cash, theCorporation shall not be obliged to pay any dividends from surplus after three(3) years have expired from the date of tender thereof. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Toyota Motor