(Translation) | Exhibit 2 |
REGULATIONS FOR HANDLING OF SHARES
OF
CANON INC.
Chapter I. General Provisions
(Object)
Article 1. With regard to the denominations of share certificates, the handling of shares of the Company and the fees therefor, what are provided for in these Regulations shall govern, pursuant to Article 8 of the Articles of Incorporation. The handling of shares relative to beneficial owners shall be as provided in Chapter XI hereof.
(Denominations of share certificates)
2. Notwithstanding the preceding paragraph, with regard to any number of shares falling short of the number of shares to constitute one unit of shares as provided for in Article 6 of the Articles of Incorporation (hereinafter referred to as “Less-than-one-unit Shares”), shareholders are not entitled to request the Company to issue share certificates representing such Less-than-one-unit Shares (hereinafter referred to as “Certificates for Less-than-one-unit Shares”) unless such issuance is pursuant to Article 18 (Re-issuances due to defacement or destruction), Article 19 (Re-issuance due to the lack of entry space), or Article 22 (Re-issuance due to annulment of share certificate).
(Transfer agent)
Transfer agent:
Its place of handling business:
Its intermediary offices:
(Matters to be handled by the transfer agent)
(Method of application and notification, etc.)
2. With respect to any application, notification, notice or request under the preceding paragraph, when the same is made or given by an agent, a document evidencing the power of representation, and when the consent of a curator or aide is required, a document evidencing consent shall be submitted.
Chapter II. Registration of transfer
(Registration of transfer)
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2. In case of an application for registration of transfer of shares for causes other than assignment, the procedure under the preceding paragraph shall be followed and in addition, a document evidencing the acquisition shall be submitted at the request of the Company; provided, however, that when the share certificate has not been issued, it is not necessary to submit the share certificate.
(Registration of transfer in cases otherwise provided for in laws or ordinances)
Chapter III. Registration of Pledge and Indication of Trust Property
(Registration of pledge or cancellation thereof)
(Indication of trust property or cancellation thereof)
Chapter IV. Non-Possession of Share Certificates
(Notice of non-possession of share certificates)
(Application for delivery of non-possessed share certificate)
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Article 11. In order for a shareholder who has given notice of non-possession of share certificate to apply for the issuance of such share certificate, he/she shall submit the application in the prescribed form; provided, however, that applications for issuance of any certificate for Less-than-one-unit Shares cannot be made.
Chapter V. Various Notifications
(Notification of addresses, names and seals of shareholders, etc.)
2. The same shall also apply in case of any change occurring in the matters notified under the preceding paragraph.
(Notification of places at which shareholders, etc. residing in foreign countries are to receive notices)
2. The provisions of the preceding Article shall applymutatis mutandisto standing proxies.
(Representative of corporation)
(Representative of jointly-owned share)
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(Alteration of matters stated in the register of shareholders and in the share certificate)
(1) | Change of family name or given name; |
(2) | Appointment, change or discharge of legal representatives, such as a person having parental power, a guardian, etc.; |
(3) | Change of trade name or corporate name; |
(4) | Change of corporate organization. |
Chapter VI. Re-Issuance of Share Certificates, etc.
(Re-issuance due to division, consolidation, etc.)
(1) | Division or consolidation of share certificates; |
(2) | In case a combined total of the shares represented by the certificates for Less-than-one-unit shares and the Less-than-one-unit Shares for which no certificates have been issued has reached one units of shares or more in number. |
2. In the case of the preceding paragraph, no application can be made for the issuance of any certificate for Less-than-one-unit Shares.
(Re-issuances due to defacement or destruction)
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(Re-issuance due to the lack of entry space)
Chapter VII. Re-issuance of share certificates due to loss
(Application for the registration or cancellation of the loss of share certificate)
2. In the case of an application for the cancellation of the abovementioned registration by the registrant of the loss of share certificate, a prescribed application form shall be submitted.
(Application for objections to the registration of loss of share certificate)
(Re-issuance due to annulment of share certificate)
(Applicability of various notifications)
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Chapter VIII. Purchase of Less-than-one-unit Shares
(Request for purchase)
(Determination of purchase price)
2. The per-share purchase price mentioned in the preceding paragraph multiplied by the number of the shares requested to be purchased shall be the purchase price.
(Payment of purchase price)
(Time of transfer of shares)
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2. Notwithstanding the provision of the preceding paragraph, if a request for purchase is made from the day as of which the shares become ex-dividend (including interim dividend; hereinafter the same shall apply) or ex-rights to the day as of which such dividends or rights become conclusive, no registration of transfer of such shares shall be made until the day as of which such dividend or rights become conclusive.
Chapter IX. Sale of Less-than-one-unit Shares pursuant to
a request for additional purchase
(Procedure for request of additional purchase)
(Approximate payment of additional purchase)
2. In the case that a request for additional purchase stipulated in the preceding Article has been made, if the approximate payment of additional purchase is less than the amount stipulated in the preceding paragraph, the Company will not proceed with such request for additional purchase.
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(Effective date of the request for additional purchase)
2. Notwithstanding the provision of the preceding paragraph, if the aggregate number of shares of all requests for additional purchase made on the same day exceeds the number of the Company’s own shares held by it and available for sales, none of the requests for additional purchase made on such day shall take effect.
(Period during which the receipt of request for additional purchase is suspended)
2. Notwithstanding the provision of the preceding paragraph, if the Company deems it necessary, it may establish a suspension period as to requests for additional purchase separate from the above.
(Determination of the price for additional purchase)
2. The price of additional purchase shall be the product of the per-share price of additional purchase pursuant to the preceding paragraph multiplied by the number of shares requested to be additionally purchased.
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3. In the event that the approximate payment of additional purchase stipulated in Article 29 falls short of the sum of the price for additional purchase stipulated by the preceding paragraph and the fee for additional purchase stipulated in Article 38 (hereinafter “Additional Purchase Charge”), the shortfall shall be charged to the relevant applicant of additional purchase. In such case, if such shortfall is not paid in within five business days of the transfer agent, counting from the following day of the day on which payment of the shortfall has been demanded, the relevant request for additional purchase shall be cancelled.
(Receipt of Additional Purchase Charge)
2. The difference between the approximate payment for additional purchase and the Additional Purchase Charge referred to in the preceding paragraph shall be returned to the shareholders who made the request for additional purchase, by remittance to the bank account designated by the shareholder or by cash payment by the postal transfer system.
(Transfer of additionally purchased stock)
(Delivery of share certificate)
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Chapter X. Fees
(Fee for issuance of new share certificates)
(Commission for the registration of loss of share certificate)
For each request for registration of loss of share certificate: 10,000 yen
(Commission for purchase by the Company and additional purchase by the shareholders of Less-than-one-unit Shares)
Chapter XI. Special Handling Relative to Beneficial Owners
(Making entries in the beneficial owners list)
(Beneficiary owner entry form)
(Matching and identification of shareholder)
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Article 41. When a shareholder written or recorded in the register of shareholders and a beneficial owner written or recorded in the beneficial owners list is confirmed as being identical pursuant to the stated address and name, the number of shares stated in the register of shareholders and the number of shares stated in the beneficial owners list shall be added together for the purpose of such shareholder’s exercise of rights.
(Various notifications of beneficial owners)
2. In the event that a beneficial owner submits the notification mentioned in the preceding paragraph, he/she shall submit the same through a participant; provided, however, that when only the filed seal is to be altered, it is not necessary to submit the notification through the participant.
(Purchase of Less-than-one-unit Shares of beneficial owners)
(Additional purchase of Less-than-one-unit Shares by beneficial owners)
(Miscellaneous)
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“Separately determined amounts” under Article 38
of the Regulation for Handling of Shares
The amount under Article 38 of the Regulation for the handling of shares (the commission for the purchase by the Company and additional purchase by the shareholders of Less-than-one-unit Shares) shall be the amount obtained by calculating the per-unit amount pursuant to the formula set forth below, and prorating such amount by the number of shares of Less-than-one-unit Shares which were purchased or additionally purchased.
(Formula) A portion of the total amount obtained by multiplying the per-share purchase price provided in Article 25 of the Regulation for handling of shares or the per-share price for additional purchase provided in Article 32 by the number of shares which constitute one unit, according to the following rate:
If equal to or less than 1,000,000 yen;
If greater than 1,000,000 yen and equal to or less than 5,000,000 yen;
If greater than 5,000,000 yen and equal to or less than 10,000,000 yen;
If greater than 10,000,000 yen and equal to or less than 30,000,000 yen;
If greater than 30,000,000 yen and equal to or less than 50,000,000 yen;
(Fractions below 1 yen shall be rounded up.)
If the per-unit amount calculated pursuant to the above is less than 2,500 yen, such amount shall be deemed to be 2,500 yen.
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