トヨタ自動車（7203） – Notice of Convocation Annual General Meeting 2022

The 118th Ordinary General Shareholders’ MeetingNotice of ConvocationWe kindly ask you to take into consideration the status of the spread of COVID-19 and your own health conditions when deciding whether to attend the meeting in person.Date and time:10:00 a.m., Wednesday, June 15, 2022Venue:Toyota Head Office, 1, Toyota-cho,Toyota City, Aichi PrefectureResolutions:Proposed Resolution 1:Election of 9 Members of the Board of DirectorsProposed Resolution 2:Election of 2 Audit & Supervisory Board MembersProposed Resolution 3:Election of 1 Substitute Audit & Supervisory Board MemberProposed Resolution 4:Revision of the Restricted Share Compensation Plan for Members of the Board of Directors (Excluding Outside Members of the Board of Directors)Proposed Resolution 5:Partial Amendments to the Articles of Incorporation (Amendment in association with the introduction of the system for electronic provi-sion of materials for General Shareholders’ Meetings)Picture from the award-winning entries of the 15th Dream Car Art ContestTOYOTA MOTOR CORPORATION(Securities Code 7203)This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation. Toyoda Principles Toyota Philosophy Five Main Principles of Founder Sakichi Toyoda Signpost in transition to a mobility company Always be faithful to your duties, thereby contributing to the company and to the overall good. Always be studious and creative, striving to stay ahead of the times. Always be practical and avoid frivolousness. Always strive to build a homelike atmosphere at work that is warm and friendly. Always have respect for spiritual matters, and remember to be grateful at all times. Table of Contents Philosophy Cone To Our Shareholders ……………………………………………………….. 2 Notice of Convocation ……………………………………………………… 3 Reference Documents ……………………………………………………… 5 (Attachment to the Notice of Convocation of the 118th Ordinary General Shareholders’ Meeting) Business Report ……………………………………………………………. 26 1. Outlook of Associated Companies ……………………………… 26 2. Status of Shares ……………………………………………………… 38 3. Status of Members of the Board of Directors and Audit & Supervisory Board Members ……………………. 40 4. Status of Accounting Auditor ……………………………………… 48 5. System to Ensure the Appropriateness of Business Operations and Outline of Implementation Status of Such Systems …………………….. 49 Consolidated Financial Statements ………………………………….. 59 Unconsolidated Financial Statements ………………………………. 71 Independent Auditor’s Report and Audit & Supervisory Board’s Report …………………………………. 82 Operating Officers and Organizational Structure ………………… 89 Financial Highlights ……………………………………………………….. 91 Toyota Times ………………………………………………………………… 92 Toyota is a Worldwide Olympic/Paralympic Partner in the category of vehicles, mobility support robots and mobility services. 1 I would like to express our gratitude for your ongoing of success. However, Kiichiro Toyoda and the foundingsupport and understanding of our company. members overcame many difficulties with the resolveLooking back over the past year, we have continued toto build an automotive industry in Japan and make theface a challenging business environment due to theworld a better place. They had many partners,spread of COVID-19 and the semiconductor shortage.including suppliers and dealers who dared to share theMoreover, we are now facing a sad and heart-hardships, as well as shareholders, local communitieswrenching reality caused by a tense global situation.and government officials who supported the challenge.We hope that people around the world will be able toToday, we too are looking for like-minded people to return to a peaceful and safe life as soon as possible. share our aspirations. With this in mind, weAmid these circumstances, what we must do is to beimplemented a stock split last year, which significantlygrateful for the everyday life that allows us to conductincreased the number of shareholders from 510,000 to our business activities and continue to support the safe810,000. Thanks to our shareholders, who alwaysand secure lifestyle of our stakeholders around thesupport us from a medium- to long-term perspective, world through the “making ever-better cars” initiative.we can continue to take on the challenges of the future.We also need to accelerate our efforts to respond toIt is very encouraging to have the support of so manythe once-in-a-century transformation due to the CASEpeople. revolution and become carbon neutral. I believe that it We believe that the future is something to be createdis in Toyota’s DNA to continue to act with will andby all of us. We will continue to embark on challenges passion in times of uncertainty and risk as we aretogether with our colleagues, with a will and passionfacing today. for a future where people around the world can liveWhen Toyota was founded, we had neitherwith smiles on their faces. We look forward to yourtechnologies nor money, and there was no guarantee ongoing support. 2 (Securities Code 7203) To All Shareholders: May 26, 2022 President Akio Toyoda TOYOTA MOTOR CORPORATION 1, Toyota-cho, Toyota City, Aichi Prefecture Notice of Convocation of the 118th Ordinary General Shareholders’ Meeting (Unless otherwise stated, all financial information has been prepared in accordance with accounting principles generally accepted in Japan) Dear Shareholder, Please refer to the below for information about the upcoming the 118th Ordinary General Shareholders’ Meeting (the “General Shareholders’ Meeting”) of Toyota Motor Corporation (“TMC”). When deciding whether to attend the General Shareholders’ Meeting in person, we kindly ask you to take into consideration the status of the spread of COVID-19 and your own health conditions as of the date of the General Shareholders’ Meeting, including the option of exercising your voting rights by mail or via the Internet by no later than the close of business (5:30 p.m.) on Tuesday, June 14, 2022 (Japan Time). Thank you very much for your cooperation. 1. Date and time: 2. Venue: 3. Meeting Agenda: Toyota Head Office, 1, Toyota-cho, Toyota City, Aichi Prefecture 10:00 a.m., Wednesday, June 15, 2022 Reports: Resolutions: Reports on business review, consolidated and unconsolidated financial statements for FY2022 (April 1, 2021 through March 31, 2022) and report by the Accounting Auditor and the Audit & Supervisory Board on the audit results of the consolidated financial statements for FY 2022. Proposed Resolution 1: Election of 9 Members of the Board of Directors Proposed Resolution 2: Election of 2 Audit & Supervisory Board Members Proposed Resolution 3: Election of 1 Substitute Audit & Supervisory Board Member Proposed Resolution 4: Revision of the Restricted Share Compensation Plan for Members of Proposed Resolution 5: Partial Amendments to the Articles of Incorporation (Amendment in the Board of Directors (excluding Outside Members of the Board of Directors) association with the introduction of the system for electronic provision of materials for General Shareholders’ Meetings) This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation. 3 Guidance on Exercise of Voting Rights By attending the meeting Date and time of the meeting: 10:00 a.m., June 15, 2022 (Japan Time) Recommended methods By postal mail Deadline for exercise: Your ballot must reach us by post no later than 5:30 p.m. on June 14, 2022 (Japan Time). Via the Internet Deadline for exercise: Enter your vote by no later than 5:30 p.m. on June 14, 2022 (Japan Time). (1) Points to note when attending the meeting – If you attend the meeting in person, please submit the enclosed ballot at the reception desk. It will You are also kindly requested to bring this Notice of Convocation as meeting materials when you serve as your admission pass. attend. becomes fully occupied. – Please be advised in advance that you may be guided to an alternative venue if the main venue – Only our shareholders are allowed to enter the venue. Persons who are attending as proxies of shareholders need to be themselves shareholders. Shareholders who concurrently exercise the voting rights of other shareholders are kindly requested to submit their ballots as shareholders in addition to their ballots for voting as proxies together with documents certifying their status as proxies. (2) Split voting – If you intend to engage in split voting, please notify us to that effect and state the reasons for the split voting at least three days prior to the General Shareholders’ Meeting. (3) Matters to be disclosed via the Internet – If any revisions are made to the reference documents or attachments for the General Shareholders’ Meeting, the revisions will be posted on TMC’s website (https://global.toyota/en/ir/). – The result of resolutions of this General Shareholders’ Meeting will be posted on the above website. (4) Other information – For shareholders who require sign-language interpretation: Please consult with the staff at the reception desk at the venue. – This year, we have suspended the free shuttle bus service between the nearby stations and the venue and the provision of gifts for attendees. 4 Reference DocumentsProposed resolutions and reference mattersProposed Resolution 1: Election of 9 Members of the Board of DirectorsThe Members of the Board of Directors are selected based on comprehensive consideration of their responsibilities to ensure TMC’s sustainable growth and to enhance its corporate value over the medium to long term.TMC believes that it is critical to appoint individuals who contribute to decision-making aimed at sustainable growth into the future according to the concept of the Toyoda Precepts*¹, which set forth our founding philosophy. Moreover, these individuals should be able to play a significant role in transforming TMC into a “mobility company” through responding to social transformation by using CASE*² external partnerships based on trust and friendship and internal two-way interactive teamwork, while working towards the solution of the SDGs and other social challenges. For outside members of our Board of Directors, TMC expects them to draw on their broad experience and insight in advancing our business from an independent standpoint.The knowledge, experience, and abilities, etc. of the Members of the Board of Directors are listed in a skills matrix*³, and TMC’s Board of Directors is to consist of persons with a balance of abilities and diversity in order to make important business decisions and supervise management appropriately. TMC’s Executive Appointment Meeting, more than half the members of which are outside members of the Board of Directors, makes recommendations to the Board of Directors regarding the appointment of Members of the Board of Directors.The tenure of the office of all 9 members of the Board of Directors will expire upon the conclusion of this General Shareholders’ Meeting. Accordingly, we hereby request the appointment of 9 Members of the Board of Directors. The candidates for the positions are as follows.1 Please see the “Toyoda Precepts” on the opening page.2 “CASE” is an acronym for Connected, Autonomous / Automated, Shared, and Electric.3 Please refer to the skills matrix shown on page 20. Highlights on Corporate Governance ¹ (Numbers in black are numbers of people in each category)TenureAgeIndependence ratio＊210+ years2Averagelength of tenure7.6 YRS165-9 years0-4 years70s2450sAverage age 62 YRS3Outside333%660sNon-OutsideExecutive AppointmentMeeting＊2Executive CompensationMeeting＊2OutsideOutsideDiversityFemale or Non-Japanese2OutsideDirector Ratio60%32OutsideDirector Ratio60%3333%6Japanese MaleNon-OutsideNon-Outside1 Corporate Governance Highlights show the numbers when this proposal is approved.2 Shows number and ratio of outside directors to all directors including non-outside directors.5 List of candidates for DirectorsCandidate No.NameGenderAgePosition / responsibilities at TMCTenure as DirectorOutside/Independent MemberMeetingsExecutive Appointment MeetingExecutive Compensation MeetingAreas of responsibility1Reappointed Takeshi Uchiyamada Male7524Chairman Chairman Chairman of BoD2Reappointed Shigeru Hayakawa Male687Chief Privacy Officer14/14 (100%)3ReappointedAkio ToyodaMale6622Chief Executive Officer14/14 (100%)4ReappointedJames KuffnerMale512Chief Digital OfficerAdvanced R&D and Engineering Company14/14 (100%)5ReappointedKenta KonMale531Chief Financial Officer11/11 (100%)6Newly appointed Masahiko MaedaMale53–Chief Technology Officer–7ReappointedIkuro SugawaraMale654MemberMember8Reappointed Sir Philip CravenMale714MemberMember9ReappointedTeiko KudoFemale574MemberMemberDescribes the status of attendance at the Board of Directors for the year ended March 31, 2022.OutsideIndependentOutsideIndependentOutsideIndependent6Number of BoD meetings attended14/14 (100%)14/14 (100%)14/14 (100%)14/14 (100%)Following are the nominees Candidate No. Reappointed 1 Position and areas of responsibility Chairman of the Board of Directors Chairman of the Executive Appointment Meeting Chairman of the Executive Compensation Meeting Brief career summary Apr. 1969 Takeshi Uchiyamada Male August 17, 1946 (Age: 75) Chairman of the Board of Directors Tenure as Director 24 years Number of Board of Director meetings attended 14/14 (100%) Number of TMC common shares owned 450,195 shares Important concurrent duties Outside Director of JTEKT Corporation Outside Director of MITSUI & CO., LTD. Joined TMC – Gained experience in engineering departments and contributed to the release of the World’s first mass-produced hybrid electric vehicle “Prius” as Chief Engineer in 1997. Jun. 1998 Member of the Board of Directors of TMC Jun. 2001 Managing Director of TMC Jun. 2003 Senior Managing Director of TMC – In charge of production engineering and manufacturing. Established global production base. Jun. 2005 Executive Vice President of TMC Jun. 2012 Vice Chairman of TMC Jun. 2013 Chairman of TMC (to present) – In 2015, announced “Toyota Environmental Challenge 2050.” – In 2017, as co-chair of the Hydrogen Council, initiative to promote hydrogen technologies around the world, encouraged hydrogen usage. – Holds/held posts of Chairman of METI Measurement Administration Council, Chairman of MIAC Information and Communications Council (to present), Expert Panel member of the Council for Science, Technology and Innovation, Vice Chairman of Nippon Keidanren (Japan Business Federation), Chairman of Council on Competitiveness-Nippon (COCN). Reasons for nomination as a Board of Director candidate Mr. Takeshi Uchiyamada has supervised the execution of operations by utilizing his broad and rich experience and insights in engineering and other areas as Chairman of the Board of Directors. In particular, he has had TMC directly address environmental and various other issues that TMC faces, and promotes initiatives to help stakeholders deepen their understanding of TMC’s governance by giving advice on how to give out messages that are easier to understand. He also provides advice to Toyota Central R&D Labs., Inc. and other advanced research and development efforts of the Toyota group, and supports the effort to secure a firm foothold in the technological foundation for the future. As Chairman of the Board of Directors, he is working to improve the effectiveness of the Board of Directors meetings by further invigorating discussions on medium- and long-term management strategies and further increasing the amount of objective data. As Chairman of the Executive Appointment Meeting and Chairman of the Executive Compensation Meeting, he leads the formulation of appropriate proposals reflexting the opinions of by outside members of the Board of Directors, who constitute the majority of the members of these meetings. In doing so, he highlights the importance of the development of human resources to a monozukuri (manufacturing) company, while also striving for further transparency in the review process. Outside of TMC, having served as Chairman of the Automobile Business Association of Japan, he established the “Automobile, Society, the Partnership Award” to raise awareness of the steady activities and various contributions made by 5.5 million people and automobile users who support the automotive industry, and has made extensive contributions as the Chairman of MIAC Information and Communications Council, and actively engages in various activities. Mr. Takeshi Uchiyamada promotes the further advancement of governance by considering and reflecting on various stakeholders’ perspectives. We believe that he will continue to contribute to the increase in our corporate value. Based on these reasons, we hereby nominate him as a candidate to continue as a Member of the Board of Directors. 7 Position and areas of responsibility Candidate No. Reappointed 2 Chief Privacy Officer Brief career summary Apr. 1977 Shigeru Hayakawa Male September 15, 1953 (Age: 68) Vice Chairman of the Board of Directors Tenure as Director 7 years Number of Board of Director meetings attended 14/14 (100%) Number of TMC common shares owned 241,074 shares Important concurrent duties Representative Director of Institute for International Economic Studies Joined Toyota Motor Sales Co., Ltd. – Gained experience in external & public affairs departments and took charge of negotiations at the forefront of U.S.-Japan trade frictions when residing in New York over two periods, for a total of eight years, until 1999. Jun. 2007 Managing Officer of TMC Sep. 2007 Toyota Motor North America, Inc. President – Promoted activities to gain supports in American society when facing a decline in the number of automobiles sold, etc. resulting from the Lehman Brothers bankruptcy. Jun. 2009 Retired from Toyota Motor North America, Inc. President Apr. 2012 Senior Managing Officer of TMC – Assumed office as the Chief Officer of the External & Public Affairs Group in 2013. Improved communication with customers, local communities, and other stakeholders from a global viewpoint. Jun. 2015 Member of the Board of Directors and Senior Managing Officer of TMC Apr. 2017 Vice Chairman of TMC (to present) – Served as Vice Chairman of the Nippon Keidanren (Japan Business Federation), and as Chairman of two committees of the Nippon Keidanren, namely, the Committee on U.S. Affairs and the Committee on Trade and Investment. Also served as Vice Chairman of the Board of Directors of Japan-U.S. Business Council, and as Chairman of the Amicale au Japan pour la Maison de la culture du Japon à Paris, to encourage contributions to the stability and development of international society. Reasons for nomination as a Board of Director candidate Mr. Shigeru Hayakawa has been in charge of external & public affairs for many years and has promoted the creation of an environment that encourages worldwide support of TMC’s activities, even in complicated international situations, by leveraging his rich international experience and the latest information gained from his networks outside of TMC. In particular, he chairs the Privacy Governance Management Meeting as TMC’s Chief Privacy Officer. He has led activities to resolve social issues and improve people’s lives through the use of data, ensuring that data is handled appropriately and with respect for privacy. Outside of TMC, as Vice Chairman of the Nippon Keidanren (Japan Business Federation), he compiled the opinions of participating companies on key issues such as climate change, digitalization, recruitment and training of human resources, and regional revitalization, and promoted lobbying the government. During a time of increasing uncertainty with respect to international relations, and especially U.S.-China relations, he made proposals for improving trade rules through the WTO Summit and other meetings, and worked to secure and strengthen communication with influential political and business leaders in the U.S. and China. In addition, serving as Chairman of the Sport Council, an advisory body to the Japan Sports Agency, he has promoted the formulation of the basic plan for sports and other efforts to build camaraderie through sports within and outside TMC, as well as the dissemination of information through motorsports. Mr. Shigeru Hayakawa promotes privacy governance initiatives while considering geopolitical risks amid a growing sense of uncertainty worldwide. We believe that he will continue to contribute to the increase in our corporate value. Based on these reasons, we hereby nominate him as a candidate to continue as a member of the Board of Directors. 8Candidate No. Reappointed 3 Position and areas of responsibility Chief Executive Officer Brief career summary Apr. 1984 Akio Toyoda Male May 3, 1956 (Age: 66) President, Member of the Board of Directors Tenure as Director 22 years Number of Board of Director meetings attended 14/14 (100%) Number of TMC common shares owned 24,077,945 shares Important concurrent duties Chairman and CEO of Toyota Motor North America, Inc. Chairman of TOYOTA FUDOSAN CO., LTD. Chairman of Japan Automobile Manufacturers Association, Inc. Member of the Board of Directors of DENSO CORPORATION Representative Director of ROOKIE Racing, Inc. Joined TMC – Gained experience in disparate departments, including production and marketing departments, and promoted the operational reform of dealers based on the Toyota Production System. He also promoted the launch of Gazoo, a website presenting information on vehicles. – Served as an executive vice president at NUMMI*, a U.S. production joint venture, with General Motors Company in the U.S. in 1998. Jun. 2000 Member of the Board of Directors of TMC Jun. 2002 Managing Director of TMC Jun. 2003 Senior Managing Director of TMC Jun. 2005 Executive Vice President of TMC Jun. 2009 President of TMC (to present) – Actively led on the front line during crises such as the consolidated operating deficits resulting from the Lehman Brothers bankruptcy in 2009, the large-scale recall issues in 2010 and the temporary suspension of operations resulting from the Great East Japan Earthquake and a flood in Thailand in 2011. – Attended CES, a consumer electronics trade fair, in Las Vegas, U.S., in 2018 to unveil “e-Palette,” a multi-purpose commercial battery electric vehicle using autonomous driving technology and declared TMC’s intention to transition to a mobility company. – After serving as a master test driver, he led the “making ever-better cars” initiative as chief officer to check how comfortable the car ride was. – Sent a message to “5.5 million coworkers in the automotive industry” as Chairman of Japan Automobile Manufacturers Association, Inc. in 2021 and promoted initiatives throughout the entire automotive industry. Reasons for nomination as a Board of Director candidate Mr. Akio Toyoda executes operations as President by utilizing his broad and rich experience and insights. In particular, he promotes the development of technologies to expand future options for achieving carbon neutrality and building camaraderie. Through his participation in a race with a Corolla powered by a hydrogen engine, he is accelerating cross-industry efforts in the area of making, transporting, and using energy. Toward the realization of a safe and secure mobility society that provides freedom of movement for all, through the Woven City project, he is preparing for verification tests that leverage the strengths of software and hardware. In product development, he is expanding the Yaris and Corolla lineups, and promoting model changes of the Land Cruiser, Tacoma, and other models that are essential to each region, driven by the Toyota New Global Architecture (TNGA). He was involved in the development of GR Yaris as a master driver, and showed how agile and speedy development could be. In addition, under the nickname Morizo, he has been working on the “making ever-better cars” and “creating fans” initiatives with motorsports as a starting point. Outside TMC, as Chairman of the Japan Automobile Manufacturers Association, Inc., he has demonstrated the importance of providing customers with a variety of options for achieving carbon neutrality, and worked to further strengthen cooperation among five automobile organizations, and led initiatives to promote the activities of “5.5 million colleagues working in the automotive industry.” Mr. Akio Toyoda vigorously promotes the transition of TMC into a mobility company, while keenly sensing social changes. We believe that he can continue to contribute to the increase of our corporate value in this way. Based on these reasons, we hereby nominate him as a candidate to continue as a member of the Board of Directors. * NUMMI: New United Motor Manufacturing, Inc. Note Mr. Akio Toyoda, who is President, member of the Board of Directors, concurrently serves as an Operating Officer (President). 9 Candidate No. Reappointed 4 Chief Digital Officer Brief career summary Position and areas of responsibility James Kuffner Male January 18, 1971 (Age: 51) Member of the Board of Directors Tenure as Director 2 years Number of Board of Director meetings attended 14/14 (100%) Number of TMC common shares owned 2,541 shares Important concurrent duties Chief Executive Officer and Representative Director of Woven Planet Holdings, Inc. Representative Director of Woven Core, Inc. President and Representative Director of Woven Alpha, Inc. Director of Joby Aviation, Inc. Aug. 1999 Japan Society for the Promotion of Science (JSPS) Postdoctoral Research Fellow – Conducted research at the University of Tokyo Jan. 2002 Research Scientist of Carnegie Mellon University – Conducted development of robotics as a roboticist Jan. 2005 Assistant Professor of Carnegie Mellon University Jan. 2008 Associate Professor of Carnegie Mellon University Sep. 2009 Research Scientist of Google Jul. 2013 Engineering Director of Google Jan. 2016 Chief Technology Officer of Toyota Research Institute Mar. 2018 Chief Executive Officer of Toyota Research Institute-Advanced Development, Inc. Mar. 2018 Executive Advisor of Toyota Research Institute Jan. 2020 Senior Fellow of TMC Jun. 2020 Member of the Board of Directors and Operating Officer of TMC (to present) Jan. 2021 Toyota Research Institute – Advanced Development, Inc. changed its corporate name to Woven Core, Inc. and was reorganized into Woven Planet Group. Jan. 2021 Chief Executive Officer and Representative Director of Woven Planet Holdings, Inc. (to present) Reasons for nomination as a Board of Director candidate Dr. James Kuffner, as Chief Digital Officer, spearheads TMC’s digital technology initiatives that contribute to increasing the overall productivity of TMC and upskilling its employees, and promotes the development of technology for creating a sustainable society in which people, goods, and information organically link together. Specifically, he is leading innovations in a wide range of fields that require extensive expertise, while advancing the large-scale design, prototyping, demonstration, and roll-out of smarter and sustainable technologies that are required to realize a future mobility society. Furthermore, he is steering TMC’s digital transformation, the development of “Arene,” a software platform open to engineers from across the world, and initiatives to offer new experiential value by making use of “Woven City,” a human-centered, ever-evolving prototype city. He is also a Director of TMC’s investee Joby Aviation, Inc., where he works on developing and commercializing all-electric vertical take-off and landing (eVTOL) aircraft offering the benefit of zero-emission air mobility. With a view to accelerating the transformation of TMC into a mobility company, Dr. James Kuffner has taken the lead in building new business models, such as software-first car manufacturing and the development of automated driving technologies, as well as the provision of mobility services with a variety of partners. We believe that he will continue to contribute to the increase of our corporate value. Based on these reasons, we hereby nominate him as a candidate to continue as a member of the Board of Directors. 10 Candidate No. Reappointed 5 Position and areas of responsibility Chief Financial Officer Brief career summary Apr. 1991 Tenure as Director Reasons for nomination as a Board of Director candidate Kenta Kon Male August 2, 1968 (Age: 53) Member of the Board of Directors 1 year Number of Board of Director meetings attended 11/11 (100%) Number of TMC common shares owned 34,460 shares Important concurrent duties Director of Hino Motors, Ltd. Joined TMC – Accumulated experience mainly in the accounting department. For a period of eight years up to 2016, made efforts to support various reforms as the secretary to President Toyoda. – In charge of deciding earnings projections, planning fund strategies, fixing the management of global fund settlement infrastructure, and procuring funds, including that of suppliers, at times of disasters, etc. – Contributed to promoting communications with investors through various activities, such as events for investors held in Japan in 2015 and in North America in 2017. Jun. 2018 Managing Officer of TMC – Served as the Deputy Chief Officer of Accounting Group, Deputy Chief Officer of General Administration & Human Resources Group, and Executive Vice President of Advanced R&D and Engineering Company Jul. 2019 Operating Officer of TMC Jun. 2021 Member of the Board of Directors and Operating Officer of TMC Apr. 2022 Member of the Board of Directors, Operating Officer, and Executive Vice President of TMC (to present) Mr. Kenta Kon carries out measures to strengthen TMC’s financial base and formulates its capital strategy as Chief Financial Officer. In particular, in response to the current tight supply and demand situation for semiconductors and supply constraints caused by the COVID-19 pandemic, he has vigorously promoted company-wide activities, including efforts to deliver products to customers from suppliers to dealers more quickly, reform of sales activities in the face of inventory shortages, and expansion of profits from the sales financial business. To support the transformation from the financial aspect, he is developing next-generation technologies, investing resources in value chain businesses, enhancing cooperation with alliance partners, and reviewing capital tie-ups and cross-shareholdings. As measures for shareholders and investors, he organized a stock split to facilitate their purchase of TMC’s shares and a shareholder return program to reward long-term TMC shareholders. He also created numerous opportunities for direct dialogue with investors and promoted enhanced disclosure of ESG-related information, including a review of climate change public relations activities. We believe that Mr. Kenta Kon will contribute to the increase of our corporate value by strengthening our earning power through the promotion of strategic investments based on the business portfolio, improving capital efficiency, and enhancing dialogue with the capital markets and related disclosure in an effort to accelerate TMC’s transformation into a mobility company. Based on these reasons, we hereby nominate him as a candidate to continue as a member of the Board of Directors. 11 Candidate No. 6 Newly appointed Position and areas of responsibility Chief Technology Officer Brief career summary Apr. 1994 Masahiko Maeda Male February 10, 1969 (Age: 53) Tenure as Director — Number of Board of Director meetings attended — Number of TMC common shares owned 21,724 shares Important concurrent duties Representative Director of Woven Planet Holdings, Inc. Director of Toyota Industries Corporation Joined TMC – Gained experience primarily in engine design and development departments and was in charge of the first model of the Innovative International Multi-purpose Vehicle (IMV) at the Vehicle Development Center where he served from 2001. – After taking charge of the 3rd generation Prius since 2005, was in charge of the 2nd generation model of IMV since 2009. – Responsible for the development of Hilux, Fortuner, and Innova since 2016. Visited roads and workplaces around the world to thoroughly the study how actual cars are used onsite, and promoted improvement of functional value that can endure various forms of use. Jan. 2018 Managing Officer of TMC Jan. 2019 Operating Officer of TMC Jan. 2019 Chairman and President of Toyota Daihatsu Engineering & Manufacturing Co., Ltd. Apr. 2022 Operating Officer and Executive Vice President of TMC (to present) Reasons for nomination as a Board of Director candidate Mr. Masahiko Maeda promotes the “making ever-better cars” initiative as TMC’s Chief Technology Officer. Specifically, he is working to develop products that will be chosen by customers in countries and regions around the world based on the Toyota New Global Architecture (TNGA) design concept, effectively deploy development resources, including those of alliance partners, and develop advanced technologies that will contribute to the future expansion of the value chain business. To achieve carbon neutrality, he is developing electric vehicles from all angles, taking into consideration the energy situation and infrastructure in each country and region of the world, as well as convenience and practicality for customers. He is also working on batteries, which are a key component of electrification. He is striving to improve energy efficiency harnessing control technologies cultivated over years of hybrid vehicle development as well as reduce costs through vehicle-integrated development, while placing the highest priority on customer safety and security. In addition, he reviewed TMC’s development process to respond to diversifying customer needs and accelerated technological evolution, and has worked to improve the awareness of employees and strengthen the dissemination of technologies. We believe that Mr. Masahiko Maeda will contribute to the increase of our corporate value through his involvement in a wide range of technological development efforts, as “product-centered management” becomes increasingly important in TMC’s transformation into a mobility company. Based on these reasons, we hereby nominate him as a candidate of a member of the Board of Directors. 12 Candidate No. Reappointed Outside Independent 7 Ikuro Sugawara Male March 6, 1957 (Age: 65) Member of the Board of Directors Tenure as Director 4 years Number of Board of Director meetings attended 14/14 (100%) Number of TMC common shares owned Important concurrent duties — — Position and areas of responsibility Member of the Executive Appointment Meeting Member of the Executive Compensation Meeting Brief career summary Apr. 1981 Joined Ministry of International Trade and Industry – Resided in Washington D.C. for three years, from 1997, to focus on gathering information related to social security and network creation. Jul. 2010 Director-General of the Industrial Science and Technology Policy and Environment Bureau, Ministry of Economy, Trade and Industry Sep. 2012 Director-General of the Manufacturing Industries Bureau, Ministry of Economy, Trade and Industry – Concurrently served as an officer responsible for forming the Basic Policies for Macroeconomic Growth and made efforts to manage and execute related measures. Jun. 2013 Director-General of the Economic and Industrial Policy Bureau, Ministry of Economy, Trade and Industry Jul. 2015 Vice-Minister of Ministry of Economy, Trade and Industry Jul. 2017 Retired from the Ministry of Economy, Trade and Industry Aug. 2017 Special Advisor to the Cabinet Jun. 2018 Retired as Special Advisor to the Cabinet Jun. 2018 Member of the Board of Directors of TMC (to present) Reasons for nomination as an outside member of the Board of Director candidate the Executive Appointment Meeting and Mr. Ikuro Sugawara has supervised the execution of operations from an independent standpoint as an outside member of the Board of Directors. Specifically, by utilizing his experience and knowledge in policy-making and organizational management related to global environmental issues and energy, which he cultivated when serving as a government official, he accurately pointed out the importance of CASE strategies based on the political developments in other regions/countries around the world and managing business from the SDGs perspective, based on trends in capital markets mainly from the viewpoints of the present international context. As a member of the Executive Compensation Meeting, he has contributed to developing appropriate proposals by making comments on various issues including the need for a system to accurately grasp changes in the situations of countries and regions around the world. Mr. Ikuro Sugawara is able to give advice on our responses to complicated international situations from an independent standpoint by utilizing his high level of expertise and broad network. We believe that he will continue to contribute to the increase of our corporate value. Based on these reasons, we hereby nominate him as a candidate to continue as an outside member of the Board of Directors. There is no special interest between the Group and Mr. Ikuro Sugawara. TMC has determined that there are no conflicts of interest with shareholders and investors. Notes: 1. Registration of independent director Mr. Ikuro Sugawara is a candidate to become an outside member of the Board of Directors. He is registered as an independent director with the Japanese stock exchanges on which TMC is listed. Upon approval of his reappointment pursuant to this Proposed Resolution, TMC plans to maintain such registration. 2. Outline of limited liability agreement TMC has entered into a limited liability agreement with Mr. Ikuro Sugawara to limit the amount of liabilities as stipulated in Article 423, Paragraph 1 of the Companies Act of Japan (the “Companies Act”) to the minimum amount stipulated in Article 425, Paragraph 1 of the Companies Act. Upon approval of his reappointment pursuant to this Proposed Resolution, TMC plans to continue such agreement with him. 13 Candidate No. Reappointed Outside Independent 8 Sir Philip Craven Male July 4, 1950 (Age: 71) Member of the Board of Directors Tenure as Director 4 years Number of Board of Director meetings attended 14/14 (100%) Number of TMC common shares owned Important concurrent duties — — Position and areas of responsibility Member of the Executive Appointment Meeting Member of the Executive Compensation Meeting Brief career summary Federation Jul. 1989 Founding President of the International Wheelchair Basketball Dec. 2001 President of the International Paralympic Committee – Promoted the standing of the Paralympic games through various reforms. Successfully organized the Paralympics in parallel with the Olympic games during the 2008 Beijing Olympic & Paralympic Games and promoted the realization of a global society where any person can display his/her own character and full ability when given the opportunity. Jul. 2002 Retired as President of the International Wheelchair Basketball Federation Sep. 2017 Retired as President of the International Paralympic Committee Jun. 2018 Member of the Board of Directors of TMC (to present) Reasons for nomination as an outside member of the Board of Director candidate the Executive Appointment Meeting and Sir Philip Craven has supervised the execution of operation from an independent standpoint as an outside member of the Board of Directors. Specifically, by utilizing his experience and knowledge obtained from leading international organizations, he has contributed to discussions mainly through accurately pointing out the importance of proactive transmission of information and development of relationships based on trust with stakeholders. the Executive As a member of Compensation Meeting, he has contributed to developing appropriate proposals by providing various opinions on matters such as the importance of human resource development, organizational culture reform, and a remuneration system that appropriately evaluates results. Sir Philip Craven will continue to contribute to the increase of TMC’s corporate value by utilizing his expertise obtained international organizations, reflecting viewpoints of various stakeholders, and aiding in human resource development. Based on these reasons, we hereby nominate him as a candidate to continue as an outside member of the Board of Directors. Sir Philip Craven served as an executive of the International Paralympic Committee. Although TMC and the International Paralympic Committee engage in business transactions, TMC has determined that there are no conflicts of interest with shareholders and investors as a reasonable period of time has passed since his retirement. through management of Notes: 1. Registration of independent director Sir Philip Craven is a candidate to become an outside member of the Board of Directors. He is registered as an independent director with the Japanese stock exchanges on which TMC listed. Upon approval of his reappointment pursuant to this Proposed Resolution, TMC plans to maintain such registration. is 2. Outline of limited liability agreement TMC has entered into a limited liability agreement with Sir Philip Craven to limit the amount of liabilities as stipulated in Article 423, Paragraph 1 of the Companies Act of Japan to the minimum amount stipulated in Article 425, Paragraph 1 of the Companies Act. Upon approval of his reappointment pursuant to this Proposed Resolution, TMC plans to continue such agreement with him. 14 Candidate No. Reappointed Outside Independent 9 Teiko Kudo Female May 22, 1964 (Age: 57) Member of the Board of Directors Tenure as Director 4 years Number of Board of Director meetings attended 14/14 (100%) Number of TMC common shares owned 9,177 shares Important concurrent duties Director Senior Managing Executive Officer of Sumitomo Mitsui Financial Group, Inc. Director and Senior Managing Executive Officer of Sumitomo Mitsui Banking Corporation Position and areas of responsibility Member of the Executive Appointment Meeting Member of the Executive Compensation Meeting Brief career summary Apr. 1987 Joined Sumitomo Bank – Joined the bank as one of the first female management trainees. Engaged in project finance, worked in Hong Kong for three years, and held key senior positions, such as Head of Environmental Solutions and Head of Growth Industry Cluster. Managed projects related to infrastructure, renewable energy and natural resource development in and outside of Japan. Also led several projects to support growth areas such as new energy, natural resources, environment, AI and Robotics as well as finance when serving as Head of Growth Industry Cluster. Apr. 2014 Executive Officer of Sumitomo Mitsui Banking Corporation Apr. 2017 Managing Executive Officer of Sumitomo Mitsui Banking Corporation Jun. 2018 Member of the Board of Directors of TMC (to present) Apr. 2020 Senior Managing Executive Officer of Sumitomo Mitsui Banking Corporation Group, Inc. Apr. 2020 Senior Managing Executive Officer of Sumitomo Mitsui Financial Mar. 2021 Director and Senior Managing Executive Officer of Sumitomo Mitsui Apr. 2021 Senior Managing Corporate Executive Officer of Sumitomo Mitsui Banking Corporation (to present) Financial Group, Inc. Jun. 2021 Director Senior Managing Executive Officer of Sumitomo Mitsui Financial Group, Inc. (to present) Reasons for nomination as an outside member of the Board of Director candidate the Executive Appointment Meeting and Ms. Teiko Kudo has supervised execution of operation from an independent standpoint as an outside member of the Board of Directors. Specifically, she has contributed to the effective use of capital and risk management of TMC including precise advice on the importance of examining adequacy and effects of investments when making alliances and of being aware of potential risks in regions/countries. Along with this, she suggested further enhancement of discussions on medium- and long-term management strategies to improve the effectiveness of the Board of Directors. As a member of the Executive Compensation Meeting, she has contributed to the development of appropriate proposals by making comments from a number of perspectives, including validating the appropriateness of various matters through confirming the background and reasons. At the Sustainability Meeting, she has contributed to the promotion of TMC’s diversity efforts by proactively providing advice on proposals for specific measures to address women’s career development. Ms. Teiko Kudo possesses a high level of expertise in the realm of finance. We believe that she will continue to contribute to the increase of our corporate value, especially through her advice on the effective use of capital and risk management issues. As such, we hereby nominate her as a candidate to continue as an outside member of the Board of Directors. Ms. Teiko Kudo is a Senior Managing Executive Officer of Sumitomo Mitsui Banking Corporation, with which TMC has business transactions. However, in light of scale of the transactions, TMC has determined that there are no conflicts of interest with shareholders and investors. Notes: 1. Registration of independent director Ms. Teiko Kudo is a candidate to become an outside member of the Board of Directors. She is registered as an independent director with the Japanese stock exchanges on which TMC is listed. Upon approval of her reappointment pursuant to this Proposed Resolution, TMC plans to maintain such registration. 2. Outline of limited liability agreement TMC has entered into a limited liability agreement with Ms. Teiko Kudo to limit the amount of liabilities as stipulated in Article 423, Paragraph 1 of the Companies Act of Japan (the “Companies Act”) to the minimum amount stipulated in Article 425, Paragraph 1 of the Companies Act. Upon approval of her reappointment pursuant to this Proposed Resolution, TMC plans to continue such agreement with her. 15 Notes: 1: The information included in the above table is as of the date of this reference document for this General Shareholders’ Meeting (5/11/2022), except for the information of the number of TMC common shares owned, which is as of 3/31/2022. 2: Outline of directors and officers liability insurance agreement TMC has entered into a directors and officers liability insurance agreement with an insurance company under which the insurance premiums are fully borne by TMC. The agreement names all Members of the Board of Directors, Audit & Supervisory Board Members, Operating Officers, and Executive Fellows as insured persons. The insurance policy covers damages, court costs, etc. that may result from the insured being liable for the performance of their duties in the capacity of their offices. The directors and officers liability insurance agreement stipulates provisions to the effect that the scope of damages to be compensated upon losing a case shall be limited, and that insurance shall not be paid in the case of certain events, for the purpose of guaranteeing the appropriateness of the directors’ and officers’ execution of duties. The current agreement will expire in July 2022, and TMC plans to renew the agreement with similar provisions. 16 Proposed Resolution 2: Election of 2 Audit & Supervisory Board Members TMC engages in business operations worldwide in the automotive industry with a wide range of business activities. In order to conduct audits appropriately, TMC believes that the most suitable structure is a company with an Audit & Supervisory Board that combines full-time Audit & Supervisory Board Members who are familiar with internal affairs and outside Audit & Supervisory Board Members who have a high level of expertise and insight, and maintains an independent system that allows each Audit & Supervisory Board Member to exert audit authority independently. The Audit & Supervisory Board is composed of persons* who can provide opinions and advice on management from a fair and neutral standpoint. The details of proposals for each candidate for Audit & Supervisory Board Member to be made to the Audit & Supervisory Board are discussed at the Executive Appointment Meeting, where the majority of the members are outside members of the Board of Directors. Each of the terms of office of Audit & Supervisory Board Members Mr. Masahide Yasuda and Mr. Nobuyuki Hirano will expire upon the conclusion of this General Shareholders’ Meeting. Accordingly, we hereby request that 2 Audit & Supervisory Board Members be elected. The candidates for the positions of Audit & Supervisory Board Members are as follows. The submission of this proposal at this General Shareholders’ Meeting was approved by the Audit & Supervisory Board. *Please refer to the skills matrix on page 20 for the knowledge, experience, and abilities of Audit & Supervisory Board Members of TMC. Composition of the Audit & Supervisory Board (plan after the June 15, 2022 Ordinary General Shareholders’ Meeting) *Describes the status of attendance for the year ended March 31, 2022. 17 Oct. 1972 Jan. 2000 General Manager of Overseas Parts Div. of TMC Joined TMC – Contributed to the establishment of an overseas parts supply system in response to the increasing volume of global vehicle production. Jun. 2007 President of Toyota Motor Corporation Australia Ltd. May 2014 Chairman of Toyota Motor Corporation Australia Ltd. Jun. 2018 Audit & Supervisory Board Member of TMC (to present) Reasons for nomination as an Audit & Supervisory Board Member candidate Mr. Masahide Yasuda audits how duties are performed by the members of the Board of Directors from his position as an Audit & Supervisory Board Member. Specifically, as the head of Toyota Motor Corporation Australia Ltd., Mr. Yasuda has led the company’s efforts to become a company that is loved and supported by the local community, and has also used his deep insight into the automotive business, backed by his extensive management experience in Japan and overseas, to promote the establishment of a high-quality corporate governance system and thorough compliance through audits and contributes to TMC’s sound and sustainable growth. Through attendance at meetings of the Board of Directors and other important meetings, exchanges of opinions with directors and officers, interviews with internal divisions and subsidiaries, and cooperation with the Accounting Auditor, he collects information from a wide range of perspectives and provides opinions and advice on management from a fair and neutral standpoint. In addition to emphasizing an open culture in the workplace, improved employee motivation, and good relationships with business partners, he also identifies problems in each division and subsidiary and encourages improvements through proposals, with the aim of transforming TMC into a mobility company. We believe that Mr. Masahide Yasuda will continue to contribute to the increase of our corporate value by promoting high quality audits with a deep understanding of business settings. As such, we hereby nominate him as a candidate to continue as an Audit & Supervisory Board Member. Following are the nominees Candidate No. 1 Reappointed Brief career summary Masahide Yasuda Male April 1, 1949 (Age: 73) Audit & Supervisory Board Member Tenure as Audit & Supervisory Board Member 4 years Number of Board of Director meetings attended 14/14 (100%) Number of Audit & Supervisory Board meetings attended 15/15 (100%) Number of TMC common shares owned 59,123 shares Important concurrent duties — 18 Candidate No. Newly appointed Outside Independent 2 George Olcott Male May 7, 1955 (Age: 67) — — — — Tenure as Audit & Supervisory Board Member Number of Board of Director meetings attended Number of Audit & Supervisory Board meetings attended Number of TMC common shares owned Important concurrent duties Outside board member of DENSO CORPORATION* Outside Director of Dai-ichi Life Holdings, Inc.* Outside Director of Kirin Holdings Company, Limited *To retire in June 2022 Brief career summary Jul. 1986 Joined S.G.Warburg & Co., Ltd Feb. 1999 President of UBS Asset Management (Japan) Feb. 1999 President of Japan UBS Brinson Jun. 2000 Managing Director, Equity Capital Market of UBS Warburg Tokyo Judge Business School, University of Cambridge Sep. 2001 Mar. 2005 FME Teaching Fellow of Judge Business School, University of Cambridge Mar. 2008 Senior Fellow of Judge Business School, University of Cambridge Reasons for nomination as an Outside Audit & Supervisory Board Member candidate Dr. George Olcott possesses a wealth of experience in international financial markets, including investment banking, and knowledge in human resource development and corporate governance for global management. He has an excellent track record in academic research based on his career and insight, with a focus on improving the value of Japanese companies. In addition, he is deeply committed to respecting diversity, given his extensive experience in the air transportation, oil, and finance industries in Japan, Hong Kong, France, and the U.K., and as a professor at universities. Furthermore, he understands the Toyota group’s business from his tenure as an outside board member of DENSO CORPORATION. We believe that he will contribute to the increase of our corporate value by reflecting his wide-ranging experience and knowledge in management decision-making. As such, we hereby nominate him as a candidate for Outside Audit & Supervisory Board Member. TMC had an advisory agreement with Dr. George Olcott from June 2020 through March 2022, however, TMC has determined that there are no conflicts of interest with shareholders and investors due to the fact that the total amount of his compensation was 22 million yen, which is insignificant. Notes: 1. Registration of independent Audit & Supervisory Board Member Dr. George Olcott is a candidate to become an Outside Audit & Supervisory Board Member. Upon approval of his appointment pursuant to this Proposed Resolution, TMC plans to register him as an independent Audit & Supervisory Board Member with the Japanese stock exchanges on which TMC is listed. 2. Outline of limited liability agreement Upon approval of Dr. George Olcott’s appointment pursuant to this Proposed Resolution, TMC plans to enter into a limited liability agreement with him to limit the amount of liabilities as stipulated in Article 423, Paragraph 1 of the Companies Act of Japan (the “Companies Act”) to the minimum amount stipulated in Article 425, Paragraph 1 of the Companies Act. 3. Outline of directors and officers liability insurance agreement Upon approval of Dr. George Olcott’s appointment pursuant to this Proposed Resolution, he will be insured under the directors and officers liability insurance agreement described in Proposed Resolution 1. Notes: 1: The information included in the above table is as of the date of this reference document for this General Shareholders’ Meeting (5/11/2022), except for the information of the number of TMC common shares owned, which is as of 3/31/2022. 2: Outline of directors and officers liability insurance agreement TMC has entered into a directors and officers liability insurance agreement with an insurance company under which the insurance premiums are fully borne by TMC. The agreement names all Members of the Board of Directors, Audit & Supervisory Board Members, Operating Officers, and Executive Fellows as insured persons. The insurance policy covers damages, court costs, etc. that may result from the insured being liable for the performance of their duties in the capacity of their offices. The directors and officers liability insurance agreement stipulates provisions to the effect that the scope of damages to be compensated upon losing a case shall be limited, and that insurance shall not be paid in the case of certain events, for the purpose of guaranteeing the appropriateness of the directors’ and officers’ execution of duties. The current agreement will expire in July 2022, and TMC plans to renew the agreement with similar provisions. 19 (Reference) Skills Matrix of Members of the Board of Directors and Audit & Supervisory Board Members of TMC This skills matrix is based on the knowledge, experience, and abilities that Members of the Board of Directors and Audit & of papers at academic conferences and attendance at government expert meetings. It does not represent all the NameTakeshi Uchiyamada Shigeru HayakawaAkio ToyodaJames KuffnerKenta KonMasahiko MaedaIkuro SugawaraPositionChairman of the Board of DirectorsVice Chairman of the Board of DirectorsPresident and member of the Board of DirectorsMember of the Board of DirectorsMember of the Board of DirectorsMember of the Board of DirectorsOutside member of the Board of DirectorsImageCorporate managementGovernanceGlobalFinance and accountingEnvironment and energySoftware and digitalTechnology developmentProductionSports and motorsports Human resource development20(planned composition after the Ordinary General Shareholders’ Meeting on June 15, 2022)Supervisory Board Members of TMC have acquired in the past as executives, managers, etc., as well as their presentation knowledge, experience, and abilities possessed by each individual. Sir Philip CravenTeiko KudoHaruhiko KatoMasahide YasudaKatsuyuki OguraYoko WakeHiroshi OzuGeorge OlcottOutside member of the Board of DirectorsOutside member of the Board of DirectorsAudit & Supervisory Board MemberAudit & Supervisory Board MemberAudit & Supervisory Board MemberOutside Audit & Supervisory Board MemberOutside Audit & Supervisory Board MemberOutside Audit & Supervisory Board Member21 Proposed Resolution 3: Election of 1 Substitute Audit & Supervisory Board Member In order to be prepared in the event that TMC lacks the number of Audit & Supervisory Board Members required by laws and regulations, we hereby request that 1 Substitute Audit & Supervisory Board Member be elected. The candidate for the position of a Substitute Audit & Supervisory Board Member is as below. This proposal is made to elect a substitute for the current Outside Audit & Supervisory Board Members, Ms. Yoko Wake, Mr. Hiroshi Ozu, and if the Proposed Resolution 2 is approved, Dr. George Olcott. In the event the candidate becomes an Audit & Supervisory Board Member, his term of office shall be the remaining part of his predecessor’s term. This resolution shall be effective until