Exhibit 1.1
Articles of Incorporation
(English Translation)
(Translation)
ARTICLES OF INCORPORATION
OF
RICOH COMPANY, LTD.
(As amended on June 26, 2003)
CHAPTER I. GENERAL PROVISIONS
(Trade Name)
Article 1. The name of the Company is Kabushiki Kaisha Ricoh and is
written RICOH COMPANY, LTD. in English.
(Location of Head Office)
Article 2. The head office of the Company is to be located in Ohta-ku,
Tokyo.
(Objectives)
Article 3. The objectives of the Company are to engage in the following
businesses:
1. Manufacture, sale, installation work and electrical communication
work of optical, office, audio, electric and measuring equipment,
other general machinery and equipment and accessories and supplies
therefor;
2. Manufacture and sale of photographic sensitive materials and
duplicating papers;
3. Manufacture and sale of various raw materials for photographic
sensitive materials, and various chemical materials for chemical
industries;
4. Manufacture, processing and sale of papers, pulps, textiles,
general merchandise and by-products thereof;
5. Investment in, or sale of the products of, other companies;
6. Import and export of the goods described in any of the foregoing
items and other goods of every kind and description;
7. Brokerage business for casualty insurance and the insurance
brokerage business under the Automobile Liability Security Law of
Japan;
8. Direct marketing through the Internet, facsimile and telephone,
etc.; and
9. Any and all business incidental or relating to any of the foregoing
items.
(Public Notices)
Article 4. Public notices of the Company shall appear in the Nihon Keizai
Shimbun published in Tokyo.
CHAPTER II. SHARES
(Total Number of Shares to be Issued and Types of Share Certificates)
Article 5. The total number of shares to be issued by the Company is nine
hundred and ninety-three million (993,000,000) shares. If any shares are
cancelled, the number of shares so cancelled shall be deducted from the total
number of shares to be issued.
2. The types of share certificates to be issued by the Company
shall be subject to the Share Handling Regulations established by the Board of
Directors.
(Number of Shares Constituting One Unit and Non-Issuance of Certificates for
Less-Than-One-Unit Shares)
Article 6. The number of shares constituting one unit of shares of the
Company shall be one thousand (1,000) shares.
2. The Company shall not issue any certificates for shares
constituting less than one unit of shares (hereinafter referred to as
"less-than-one-unit shares"), unless otherwise provided for in the Share
Handling Regulations.
(Sale of Shares Constituting Less-Than-One-Unit Shares to Constitute One Unit)
Article 7. A shareholder (including the beneficial shareholder; the same
applies hereinafter) who holds less-than-one-unit shares of the Company, may
request that the Company sell such number of shares as may, together with such
number of less-than-one-unit shares, constitute one unit of shares, in
accordance with the Share Handling Regulations.
(Transfer Agent)
Article 8. The Company shall have a transfer agent for its shares.
2. The transfer agent and its business office shall be determined
by resolution of the Board of Directors and public notice shall be given
thereof.
3. The register of shareholders (including the register of
beneficial shareholders; the same applies hereinafter) and the register of the
lost share certificates of the Company shall be kept at the business office of
the transfer agent. All business pertaining to the shares of the Company, such
as the registration of a transfer of shares and the purchase and sale of
less-than-one-unit shares, shall be handled by the transfer agent and not by the
Company.
(Share Handling Regulations)
Article 9. The registration of a transfer of shares, the registration of
the lost share certificates, the purchase and sale of less-than-one-unit shares
by the Company, and other business pertaining to the shares of the Company shall
be subject to the Share Handling Regulations established by the Board of
Directors.
(Record Date)
Article 10. The Company shall deem the shareholders (including the
beneficial shareholders; the same applies hereinafter) appearing or recorded in
the final register of shareholders as of the accounts closing date for each
business year to be the shareholders entitled to exercise the shareholders'
rights at the ordinary general meeting of shareholders concerning such business
year.
2. In addition to the preceding paragraph, whenever necessary, upon
giving prior public notice in accordance with the resolution of the Board of
Directors, the Company may deem the shareholders or registered pledgees
appearing or recorded in the register of shareholders as of a certain fixed date
to be the shareholders or registered pledgees entitled to exercise their rights.
CHAPTER III. GENERAL MEETING OF SHAREHOLDERS
(Calling of Meeting)
Article 11. The ordinary general meeting of shareholders shall be called
in June each year and an extraordinary general meeting of shareholders shall be
called as the necessity arises.
2. A general meeting of shareholders shall be called by the
President in accordance with the resolution of the Board of Directors.
3. In the event that the President is unable to act, one of the
other directors shall call such meeting in the order determined in advance by
resolution of the Board of Directors.
(Exercise of Voting Rights by Proxy)
Article 12. A shareholder may exercise his voting rights by proxy who
shall be another shareholder of the Company entitled to vote.
2. Such shareholder or proxy shall submit a power of attorney
to the Company.
(Chairman)
Article 13. The President shall preside over a general meeting of
shareholders. In the event that the President is unable to act, one of the other
directors shall act in his place in the order determined in advance by
resolution of the Board of Directors.
(Method of Adopting Resolutions)
Article 14. Except as otherwise provided for in laws, ordinances or these
Articles of Incorporation, resolutions at a general meeting of shareholders
shall be adopted by a majority of the votes of the shareholders present thereat.
2. Special resolutions provided for in Article 343 of the
Commercial Code shall be adopted by the vote of the shareholders not less than
two-thirds (2/3) of those present at the meeting whereby one-third (1/3) of
voting rights of all the shareholders shall constitute a quorum.
(Minutes)
Article 15. The proceedings in outline and the resultant actions taken at
a general meeting of shareholders shall be entered in the minutes, which shall
bear the names and seals of the chairman of the meeting and the directors
present and shall be kept by the Company.
CHAPTER IV. DIRECTORS AND BOARD OF DIRECTORS
(Number)
Article 16. The Company shall have not more than thirty (30) directors.
(Election)
Article 17. Directors shall be elected at a general meeting of
shareholders.
2. Resolutions for the election under the preceding paragraph
shall be adopted by a majority of the votes of the shareholders present who hold
not less than one-third (1/3) of the voting rights of all the shareholders.
3. Cumulative voting shall not be used for the adoption of
resolutions for the election of directors.
(Term of Office)
Article 18. The term of office of directors shall be until the close of
the ordinary general meeting of shareholders relating to the last accounts
closing date occurring within two (2) years after their assumption of office;
provided, however, that the term of office of a director elected to fill a
vacancy or by reason of an increase in the number of directors shall be for the
remaining balance of the term of office of the other directors currently in
office.
(Filling of Vacancy)
Article 19. In the event of any vacancy occurring in the office of
directors, no election to fill such vacancy may be held, if the number of the
remaining directors is not short of the statutory number.
(Directors with Specific Titles; Representative Directors)
Article 20. One (1) Chairman, one (1) President, and one (1) or more
Executive Vice Presidents, Executive Managing Directors and Managing Directors
may be appointed from among the directors by resolution of the Board of
Directors.
2. One (1) or more representative directors shall be appointed by
resolution of the Board of Directors.
(Calling of Meetings of Board of Directors; Chairman; Resolutions)
Article 21. The Board of Directors shall decide important matters
concerning the execution of business and affairs of the Company as well as such
matters as are provided for in laws and ordinances.
2. A meeting of the Board of Directors shall be called and
presided over by the Chairman. In case the office of the Chairman is vacant or
in case the Chairman is unable to act, one of the other directors shall act in
his place in the order determined in advance by resolution of the Board of
Directors.
3. Notice of a meeting of the Board of Directors shall be
dispatched to each director and each statutory auditor three (3) days before the
date of the meeting; provided, however, that such meeting may be held without
going through the procedure for calling if so agreed by all the directors and
the statutory auditors.
4. Resolutions at a meeting of the Board of Directors shall be
adopted by a majority of the directors present who shall constitute a majority
of the total number of directors.
(Remuneration)
Article 22. Remuneration of directors shall be determined by resolution at
a general meeting of shareholders.
CHAPTER V. STATUTORY AUDITORS AND BOARD OF STATUTORY AUDITORS
(Number)
Article 23. The Company shall have not more than five (5) statutory
auditors.
(Election)
Article 24. Statutory auditors shall be elected at a general meeting of
shareholders.
2. Resolutions for the election under the preceding paragraph
shall be adopted by a majority of the votes of the shareholders present who hold
not less than one-third (1/3) of the voting rights of all the shareholders.
(Term of Office)
Article 25. The term of office of statutory auditors shall be until the
close of the ordinary general meeting of shareholders relating to the last
accounts closing date occurring within four (4) years after their assumption of
office; provided, however, that the term of office of a statutory auditor
elected to fill a vacancy shall be for the remaining balance of the term of
office of the retired statutory auditor.
(Filling of Vacancy)
Article 26. In the event of any vacancy occurring in the office of
statutory auditors, no election to fill such vacancy may be held, if the number
of the remaining statutory auditors is not short of the statutory number.
(Calling of Meetings of Board of Statutory Auditors; Resolutions)
Article 27. The Board of Statutory Auditors shall decide matters
concerning the audit policy, the methods for investigating the state of the
business and property and the execution of other duties of statutory auditors as
well as such matters as are provided for in laws and ordinances.
2. A meeting of the Board of Statutory Auditors shall be called
by each statutory auditor.
3. Notice of a meeting of the Board of Statutory Auditors shall
be dispatched to each statutory auditor three (3) days before the date of the
meeting; provided, however, that such meeting may be held without going through
the procedure for calling if so agreed by all the statutory auditors.
4. Except as otherwise provided for in laws or ordinances,
resolutions at a meeting of the Board of Statutory Auditors shall be adopted by
a majority of the statutory auditors.
(Full-Time Statutory Auditor)
Article 28. The statutory auditors shall appoint a full-time statutory
auditor or auditors from among their number.
(Remuneration)
Article 29. Remuneration of statutory auditors shall be determined by
resolution at a general meeting of shareholders.
CHAPTER VI. ACCOUNTS
(Business Year; Accounts Closing Date)
Article 30. The business year of the Company shall be from April 1 of each
year to March 31 of the following year and the last day of each business year
shall be the accounts closing date.
(Dividends)
Article 31. Dividends shall be paid to the shareholders and registered
pledgees appearing or recorded in the final register of shareholders as of March
31 of each year.
(Interim Dividends)
Article 32. The Company may, by resolution of the Board of Directors, make
cash distribution as provided for in Article 293-5 of the Commercial Code of
Japan ("interim dividends") to the shareholders or registered pledgees appearing
or recorded in the final register of shareholders as of September 30 of each
year.
(Period of Limitations)
Article 33. The Company shall be relieved from the obligation to pay any
dividend or interim dividend if such any dividend or interim dividend remains
unreceived after the lapse of three (3) full years from the date on which the
same became due and payable.
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