Toyota 2015 Annual Report Download - page 115

management institutions. The transfer of common shares will generally become effective once the transfer is
recorded in the transferee’s account. In order to assert shareholders’ rights against Toyota, a shareholder must
generally have his or her name and address recorded or registered on Toyota’s register of shareholders. A holder
of common shares can assert minority shareholders’ rights (shareholders’ rights for which Toyota has not set a
record date) against Toyota if JASDEC provides an individual shareholder notice to Toyota upon the
shareholder’s request. The shareholder of deposited shares underlying the ADSs is the Depositary for the ADSs.
Accordingly, holders of ADSs will not be able directly to assert shareholders’ rights.
A holder of common shares must have a transfer account to transfer shares. Holders of common shares who
do not have a transfer account with JASDEC must have an account with an account management institution that
directly or indirectly has a transfer account with JASDEC. Once Toyota decides on the record date for its
shareholders’ meeting or makes a request to JASDEC based on justifiable grounds, JASDEC will promptly
provide to Toyota names, addresses and other information with respect to the holders of Toyota’s common shares
who are recorded on the transfer account books of JASDEC or account management institutions. Upon receiving
such information, Toyota will record or register such information received from JASDEC on its register of
shareholders. Accordingly, holders of common shares recorded or registered on Toyota’s register of shareholders
will be treated as holders of common shares of Toyota and may exercise rights, such as voting rights, and will
receive dividends (if any) and notices to holders of common shares directly from Toyota. Holders of common
shares wishing to assert minority shareholders’ rights against Toyota must request an individual shareholder
notice to JASDEC or the account management institution at which the shareholder has opened a transfer account.
In response to such request, JASDEC will provide the individual shareholders notice to Toyota. A holder of
common shares may assert his or her minority shareholders’ rights against Toyota for a period of four weeks
after the date the individual shareholder notice is provided to Toyota. The shares held by a person who is deemed
to hold additional shares according to the transfer account books are aggregated for these purposes.
Model AA Class Shares, once issued, will be recorded or registered on Toyota’s register of shareholders.
The transfer of Model AA Class Shares, once issued, will be effective upon an agreement between the transferor
and the transferee, but entry or record of a change of holder in the register of shareholders will require an
approval from the board of directors.
Corporate Purpose
Article 2 of Toyota’s articles of incorporation states that its purpose is to engage in the following
businesses:
• the manufacture, sale, leasing and repair of:
• motor vehicles, industrial vehicles, ships, aircraft, other transportation machinery and apparatus,
spacecraft and space machinery and apparatus, and parts thereof;
• industrial machinery and apparatus, other general machinery and apparatus, and parts thereof;
• electrical machinery and apparatus, and parts thereof; and
• measuring machinery and apparatus, medical machinery and apparatus, and parts thereof.
• the manufacture and sale of ceramics and products of synthetic resins, and materials thereof;
• the manufacture, sale and repair of construction materials and equipment, furnishings and fixtures for
residential buildings;
• the planning, designing, supervision, execution and undertaking of construction works, civil engineering
works, land development, urban development and regional development;
• the sale, purchase, leasing, brokerage and management of real estate;
• the service of information processing, information communications and information supply and the
development, sale and leasing of software;
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