EXHIBIT 1.1
(Translation)
REGULATION FOR HANDLING OF SHARES
OF
CANON INC.
(as amended April 1, 2002)
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 therefore, 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 IX hereof.
(Denominations of share certificates)
Article 2. The share certificates of the Company shall be in
denominations representing one share, five shares, ten
shares, fifty shares, one-hundred shares, five-hundred
shares, one-thousand shares and ten-thousand shares;
provided, however, that in respect of any number of
shares of less than one hundred, a share certificate
representing such number of shares may be issued.
2. Not withstanding 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-issuance
due to loss), Article 19 (Re-issuances due to
defacement or destruction) or a re-issuance due to the
lack of entry space.
(Transfer agent)
Article 3. The transfer agent of the Company, its place of
handling business and its intermediary offices shall be
as follows:
Transfer agent:
Mizuho Trust & Banking Co., Ltd.
5-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo
Its place of handling the business:
5-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo
Head Office of Transfer Agency Department,
Mizuho Trust & Banking Co., Ltd.
Its intermediary offices:
Branches of Mizuho Trust & Banking Co., Ltd.
Head Office and Branches of Mizuho Asset Trust
& Banking Co., Ltd
Head Office and Branches of Mizuho Investors
Securities Co., Ltd.
(Matters to be handled by the transfer agent)
Article 4. Any application, request, notification, notice or
the like to be made or given in respect of any
procedure under these Regulations, payment of dividends
or other matters the handling of which the Company has
entrusted to the transfer agent shall be directed to
the transfer agent.
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(Method of application, request, notification and notice)
Article 5. Any application, request, notification, notice or
the like to be made or given under the preceding
Article shall be in the form prescribed by the Company
and affixed with the seal filed as provided in Article
12.
2. With respect to any application, request, notification,
notice or the like under the preceding Article, 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)
Article 6. In case of an application for registration of
transfer of shares because of assignment, the
application shall be submitted in the prescribed form,
together with the share certificate.
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)
Article 7. In case it is required to take special procedure
under laws or ordinances with regard to transfer of
shares, the application shall be submitted in the
prescribed form, together with the share certificate
and a document evidencing the completion of such
procedures.
Chapter III. Registration of Pledge and Indication of Trust Property
(Registration of pledge or cancellation thereof)
Article 8. In case of an application for registration of a pledge
or for alteration or cancellation thereof, the
application shall be submitted in the prescribed form,
together with the share certificate.
(Indication of trust property or cancellation thereof)
Article 9. In case of an application for indication of trust
property or for cancellation thereof, the application
shall be submitted in the prescribed form, together
with the share certificate.
Chapter IV. Non-Possession of Share Certificates
(Notice of non-possession of share certificates)
Article 10. In case of notice of non-possession of share
certificate, the written notice shall be submitted in
the prescribed form, together with the share
certificate; provided, however, that when the share
certificate has not been issued, it is not necessary to
submit the share certificate.
2. The share certificates in respect of which notice has
been given under the preceding paragraph shall be
treated as not issued, and shall not be deposited.
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(Application for delivery of non-possessed share certificate)
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 no such application shall be made for
issuance of any certificate for less-than-one-unit
shares.
Chapter V. Various Notifications
(Notification of addresses, names and seals of shareholders, etc.)
Article 12. Shareholders, registered pledgees or their legal
representatives shall file notification of their
addresses, names and seals in the prescribed form;
provided, however, that foreigners may substitute their
specimen signatures for seals.
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)
Article 13. Shareholders, registered pledgees or their legal
representatives who reside in foreign countries shall,
in addition to the procedures under the preceding
Article, either appoint their standing proxies or set
up the places at which to receive notices, in Japan,
and shall file notification of such matters.
2. The provisions of the preceding Article shall apply
mutatis mutandis to standing proxies.
(Representative of corporation)
Article 14. If a shareholder is a corporation, such shareholder
shall file notification of its representative. In case
of a change in such representative, notification shall
be filed in the prescribed form, together with a
certified extract of the corporate register.
(Representative of jointly-owned share)
Article 15. The shareholders who own shares jointly shall
select their representative and file notification of
such representative in the prescribed form. The same
shall also apply in case of any change occurring in
such representative.
(Alteration of matters stated in the register of shareholders and in the share
certificate)
Article 16. When a person desires to have the matters stated in
the register of shareholders and in the share
certificate altered for any of the causes mentioned
below, he/she shall submit the notification in the
prescribed form, together with the share certificate
and a document evidencing such fact; provided, however,
that when the share certificate has not been issued, it
is not necessary to submit 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.
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Chapter VI. Re-Issuance of Share Certificates, etc.
(Re-issuance due to division, consolidation, etc.)
Article 17. In case of an application for issuance of new share
certificates for any of the causes mentioned below, the
application shall be submitted in the prescribed form,
together with the share certificates; provided,
however, that when the share certificates have not been
issued it is not necessary to submit the share
certificates.
(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 or
more units of shares in number.
2. In the case of the preceding paragraph, no
application shall be made for the issuance of any
certificate for less-than-one-unit shares.
(Re-issuance due to loss)
Article 18. In case of an application for issuance of a new
share certificate due to loss of share certificate, the
application shall be submitted in the prescribed form,
together with the authenticated copy or a certified
copy of the judgment of annulment.
(Re-issuances due to defacement or destruction)
Article 19. In case of an application for issuance of a new
share certificate due to defacement or destruction of
share certificate, the application shall be submitted
in the prescribed form, together with the share
certificate; provided, however, that if it is difficult
to ascertain the indication on the share certificate
concerned or the genuineness thereof, the procedure
under the preceding Article shall be followed.
Chapter VII. Purchase of Less-than-one-unit Shares
(Request for purchase)
Article 20. In the event that a shareholder requests to have
his/her less-than-one-unit shares purchased, the
request shall be submitted, in the prescribed form,
together with the share certificates; provided,
however, that when the share certificates have not been
issued, it is not necessary to submit the share
certificates.
(Determination of purchase price)
Article 21. The per-share purchase price of less-than-one-unit
shares shall be an amount equal to the final price on
the market provided by the Tokyo Stock Exchange on the
day on which the request is made at the transfer
agent's place of handling the business or any of its
intermediary offices mentioned in Article 3; provided,
however, that if there is no trading on such day, such
purchase price shall be an amount equal to the price at
which the first sale and purchase transaction is
validly concluded thereafter.
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2. If the request for purchase is made on a holiday for
the market mentioned in the preceding paragraph, such
purchase price shall be an amount equal to the price at
which the first sale and purchase transaction is
validly concluded on the first trading day of that
Exchange occurring after such holiday.
3. The per-share purchase price mentioned in the preceding
two paragraphs multiplied by the number of the shares
requested to be purchased shall be the purchase price.
(Payment of purchase price)
Article 22. The purchase price of the shares in respect of
which a request to have them purchased was received
shall be paid, in principle, not later than the 6th
business day of the transfer agent counting from the
day following the date of determination of the purchase
price, in such manner as designated in the request for
purchase, subject, however, to the deduction of the
purchase commission mentioned in Article 25.
(Time of passing of shares)
Article 23. The shares in respect of which a request to have
them purchased was received shall pass to the Company
at such time as the procedure for payment under the
preceding Article has been taken.
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) 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 VIII. Fees
(Fee for issuance of new share certificates)
Article 24. For issuance of new share certificates upon
application for delivery of share certificates not in
possession or upon division, defacement or destruction
of share certificates, the fee shall be in such amount
as shall be equal to the amount of the stamp tax;
provided, however, that no fee shall be charged in case
of a division made for the Company's own reason.
(Purchase commission)
Article 25. The purchase commission for less-than-one-unit
shares shall be an amount obtainable by prorating the
amount of the sale and purchase entrustment fee
established by the Tokyo Stock Exchange for the number
of shares constituting one unit of shares of the
Company according to the number of less-than-one-unit
shares purchased.
Chapter IX. Special Handling Relative to Beneficial Owners
(Making entries in the beneficial owners list)
Article 26. The Company shall make entries in the beneficial
owners list pursuant to notifications regarding
beneficial owners and beneficial owner entry forms
submitted by the Japan Securities Depository Center
(hereinafter referred to as "Center").
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(Beneficiary owner entry form)
Article 27. Beneficial owners shall submit the beneficial owner
entry forms through the participants.
(Matching and identification of shareholder)
Article 28. When a shareholder stated in the register of
shareholders and a beneficial owner stated 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)
Article 29. The provisions of Chapter V shall apply mutatis
mutandis to beneficial owners; provided, however, that
the submission of share certificate is not required
with respect to the alteration of the matters stated in
the beneficial owners list.
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)
Article 30. The provisions of Chapter VII shall apply mutatis
mutandis to beneficial owners; provided that in case
where a beneficial owner requests its
less-than-one-unit share to be purchased, he/she shall
make the request through the participant and the
Center.
(Miscellaneous)
Article 31. Handling relative to beneficial owners shall be
performed pursuant to the provisions of this chapter;
provided, however, that in respect of matters which are
not covered in this chapter, various regulations of the
Center shall be observed.
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