Notice Concerning Partial Amendments to the Articles of Incorporation

Management

[Translation]

At the meeting of the Board of Directors held on May 20, 2022, Toyota Industries Corporation (Toyota Industries) resolved to propose partial amendments to its Articles of Incorporation at its 144th Ordinary General Meeting of Shareholders scheduled to be held on June 10, 2022 as follows:

  1. Reasons for the Amendments
    1. In response to the enforcement of the Act for Partially Amending the Industrial Competitiveness Enhancement Act and Other Related Acts (Act No. 70 of 2021) on June 16, 2021, listed companies are allowed to hold shareholders' meetings without specifying a designated location (so-called virtual-only shareholders' meetings) under certain conditions by specifying these matters in their Articles of Incorporation. Making it easier for many shareholders, such as those residing in remote areas, to attend will lead to the vitalization, increased efficiency and facilitation of shareholders' meetings. It will also make it possible to respond to changes in the social conditions caused by the COVID-19 pandemic and other emergencies. Accordingly, Toyota Industries changes a part of Article 13 of the current Articles of Incorporation to allow a General Meeting of Shareholders to be held without a designated location if the Board of Directors deems that specifying a designated location to hold a General Meeting of Shareholders, as usual, is not in the best interests of Toyota Industries shareholders.

    2. The amended provisions stipulated in the proviso of Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) are due to come into effect on September 1, 2022. Accordingly, Toyota Industries proposes amending its Articles of Incorporation to prepare to adopt a system for the electronic provision of Reference Documents for the General Meeting of Shareholders. Details are as follows.
      1. Article 14, Paragraph 1 in the proposed amendments stipulates that Toyota Industries shall take measures for the electronic provision of materials with respect to information that constitutes the content of Reference Documents for the General Meeting of Shareholders.
      2. Article 14, Paragraph 2 in the proposed amendments shall establish provisions to limit the scope of matters to be stated in the documents issued to shareholders who have requested documents in a paper format.
      3. The provisions regarding online disclosure and deemed provision of Reference Documents for General Meeting of Shareholders, etc. (Article 14 of the current Articles of Incorporation) will be made unnecessary, and Toyota Industries proposes deleting these provisions.
      4. With the establishment and deletion of provisions described above, supplementary provisions on the effective date, etc., shall be established.
  2. Details of Amendments
    The details amendments are as follows:
(Underlined part indicates amendment)
Current Articles of IncorporationProposed Amendments

(Convocation)
Article 13 (Omitted)

2.The General Meeting of Shareholders may be convened in Nagoya City, in addition to the location of the Head Office or a place adjacent to it.

(Convocation)
Article 13 (Unchanged)

2.The Company may hold its General Meeting of Shareholders as a shareholders' meeting without a designated location.

(Deemed provision of Reference Documents for the General Meeting of Shareholders)
Article 14.

When convening a shareholders' meeting, the Company may deem the disclosure of information on matters that should be specified or displayed in reference documents for general meetings of shareholders, business reports, financial statements and consolidated financial statements to have been provided to shareholders when they are disclosed by electronic means pursuant to laws and regulations.

(Deleted)

(Newly established)

(Electronic provision measures, etc.)
Article 14.

Upon convening a General Meeting of Shareholders, the Company shall take electronic provision measures with respect to information that constitutes the content of Reference Documents for the General Meeting of Shareholders, etc.

(Newly established)

2. The Company may omit all or part of the information specified in laws or regulations and provided in electronic form from documents to be distributed to shareholders who have requested documents in a paper format before the record date of voting rights.

(Newly established)

Supplementary provision
Article 1.

The amendment of Article 14 of the Articles of Incorporation (Deemed provision of Reference Documents for the General Meeting of Shareholders) shall take effect on September 1, 2022, the date of enforcement of the revised provision in the proviso of Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70, 2019) (hereinafter, the "Enforcement Date").

(Newly established)

Article 2.

Notwithstanding the provisions of the preceding article, Article 14 (Deemed provision of Reference Documents for the General Meeting of Shareholders) of the existing Articles of Incorporation shall remain in effect for any General Meeting of Shareholders to be held by February 28, 2023.

(Newly established)

Article 3.

These supplementary provisions shall be deleted after 6 months have elapsed from the Enforcement Date or 3 months have elapsed from the date of the General Meeting of Shareholders under the preceding article, whichever is later.

  1. Schedule
    1. Date of the Ordinary General Shareholders Meeting for amendment of the Articles of Incorporation: June 10, 2022 (planned)
    2. Effective date for amendment to the Articles of Incorporation: June 10, 2022 (planned)