EXHIBIT 1.2
(Translation)
ARTICLES OF INCORPORATION
OF
CANON INC.
(as amended March 28, 2002)
Chapter I. General Provisions
(Trade name)
Article 1. The Company shall be called CANON KABUSHIKI KAISHA,
which shall be indicated in English as CANON INC
(Objects)
Article 2. The objects of the Company shall be to engage in the
following business:
(1) Manufacture and sale of optical machineries and
instruments of various kinds.
(2) Manufacture and sale of acoustic, electrical and
electronic machineries and instruments of various
kinds.
(3) Manufacture and sale of precision machineries and.
instruments of various kinds.
(4) Manufacture and sale of medical machineries and
instruments of various kinds.
(5) Manufacture and sale of general machineries,
instruments and equipments of various kinds.
(6) Manufacture and sale of parts, materials, etc. relative
to the products mentioned in each of the preceding
items.
(7) Production and sale of software products.
(8) Telecommunications business, and information service
business such as information processing service
business, information providing service business etc.
(9) Contracting for telecommunications works, electrical
works and machinery and equipment installation works.
(10) Sale, purchase and leasing of real properties and
contracting for architectural works.
(11) Manpower providing business, property leasing business
and travel business.
(12) Business relative to investigation, analysis of the
environment and purification process of soil, water,
etc.
(13) Any and all business relative to each of the preceding
items.
( Location of head office )
Article 3. The Company shall have its head office in Ohta-ku,
Tokyo
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( Method of giving public notice )
Article 4. The public notice of the Company shall be given in
the Nihon Keizai Shimbun published in Tokyo.
Chapter II. Shares
( Total number of shares )
Article 5. The total number of shares to be issued by the
Company shall be 2,000,000,000 shares.
( Number of shares to constitute one unit )
Article 6. One thousand (1,000) shares of the Company shall
constitute one unit of shares.
2. The Company will not issue stock certificates as to
shares of less-than-one-unit, unless the Company deems
it necessary for the shareholder.
( Transfer agent )
Article 7. The Company shall have a transfer agent with respect
to its shares.
2. The transfer agent and its place of handling business
shall be selected by resolution of the Board of
Directors and a public notice shall be given of such
matters.
3. The register of shareholders of the Company (including
the beneficial owners list; hereinafter the same shall
apply) shall be kept at the transfer agent's place of
handling business and the business relating to shares,
such as transfer of shares on the register of
shareholders, registration of pledges, indication of
trust property or cancellation of such registration or
indication, delivery of share certificates, acceptance
of notification, purchase of less-than-one-unit shares,
etc. shall be caused to be handled by the transfer
agent and shall not be handled by the Company.
( Regulations for handling of shares )
Article 8. The denomination of share certificates of the
Company, transfer of shares on the register of
shareholders, registration of pledges, indication of
trust property or cancellation of such registration or
indication, delivery of share certificates, acceptance
of notifications, purchase of less-than-one-unit shares
and other procedures and fees relating to shares shall
be governed by the regulations for handling of shares
to be established by the Board of Directors.
( Record date )
Article 9. The Company shall regard the shareholders (including
the beneficial owners; hereinafter the same shall
apply) entitled to vote and appearing in the register
of shareholders as of the last day of each business
year as the shareholders who are entitled to exercise
the right as shareholders at the ordinary general
meeting of shareholders for such business year.
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2. In addition to the preceding paragraph, the Company
may, whenever the needs arise, regard the shareholders
or registered pledgees appearing in the register of
shareholders as of a certain date as shareholders or
pledgees who are entitled to exercise the right
thereof, by giving public notice thereof in advance.
Chapter III. General Meeting of Shareholders
( Convocation )
Article 10. The ordinary general meeting of shareholders shall
be convened in March each year and the extraordinary
general meeting of shareholders shall be convened
whenever needs arise.
2. Unless otherwise provided by laws or ordinances, a
general meeting of shareholders shall be convened by
the Chairman-and-Director or the President-and-Director
in accordance with the resolution of the Board of
Directors.
3. If the Chairman-and-Director and the
President-and-Director are unable to act, such meeting
shall be convened by another Representative Director in
accordance with the order prescribed in advance by the
Board of Directors.
( Chairmanship )
Article 11. The chairmanship of a general meeting of
shareholders shall be assumed by the
Chairman-and-Director or the President-and-Director.
2. If the Chairman-and-Director and the
President-and-Director are unable to act, such
chairmanship shall be assumed by another Director in
accordance with the order prescribed in advance by the
Board of Directors.
( Method of adopting resolutions )
Article 12. Unless otherwise provided by laws or ordinances or
by these Articles of Incorporation, resolutions at a
general meeting of shareholders shall be adopted by a
majority of the votes of the shareholders present at
the meeting.
( Exercise of voting rights by proxy )
Article 13. Shareholders may exercise their votes by proxy.
Provided, however, that such proxy shall be a
shareholder of the Company entitled to vote.
Chapter IV. Director and Board of Directors
( Number )
Article 14. The Company shall have thirty (30) Directors or
less.
( Method of election )
Article 15. The Directors shall be elected at a general meeting
of shareholders where the shareholders holding
one-third or more of the voting rights of all
shareholders are present.
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2. The election of Directors shall not be made by
cumulative voting.
( Term of office )
Article 16. The term of office of Directors shall expire at the
end of the ordinary general meeting of shareholders for
the final settlement date within two (2) years after
their assumption of office.
2. The term of office of the Director elected by reason of
increase in number or in order to fill the vacancy
shall expire with the expiration of the remaining term
of office of the other Directors presently in office.
( Representative Directors )
Article 17. Directors to represent the Company shall be elected
by resolution of the Board of Directors.
( Directors with specific titles )
Article 18. By resolution of the Board of Directors, the
Company shall have a Chairman-and-Director, a
President-and-Director and other Directors with
specific titles.
( Convening and presiding of the Board of Directors )
Article 19. Unless otherwise provided by laws or ordinances, a
meeting of the Board of Directors shall be convened and
presided over by the Chairman-and-Director or the
President-and-Director.
2. If the Chairman-and-Director and the
President-and-Director are unable to act, such meeting
shall be convened and presided over by another Director
in accordance with the order prescribed in advance by
the Board of Directors.
3. Notice of convocation of a meeting of the Board of
Directors shall be despatched to each Director and each
Statutory Auditor at least three (3) days before the
date of such meeting; provided, however that such
period may be shortened in case of urgency.
( Board of Directors )
Article 20. The Board of Directors shall be composed of the
Directors and, in addition to the matters provided by
laws or ordinances or by these Articles of
Incorporation, shall make decision on the execution of
important business of the Company.
2. The Corporate Auditors of the Company may attend the
Board meetings and express their opinions.
( Regulations of the Board of Directors )
Article 21. The procedure for convening a meeting of the Board
of Directors, method of adopting resolutions, etc.
shall be governed, in addition to the matters provided
by laws or ordinances or by these Articles of
Incorporation, by the Regulations of the Board of
Directors to be established by the Board of Directors.
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( Remuneration )
Article 22. The remuneration of Directors shall be determined
by resolution of a general meeting of shareholders.
Chapter V. Corporate Auditor and Board of Corporate Auditors
( Number )
Article 23. The Company shall have four (4) Corporate Auditors
or less.
( Method of election )
Article 24. The Corporate Auditors shall be elected at a
general meeting of shareholders where the shareholders
holding one-third or more of the voting rights of all
shareholders are present.
( Term of office )
Article 25. The term of office of Corporate Auditors shall
expire at the end of the ordinary general meeting of
shareholders for the final settlement date within three
(3) years after their assumption of office.
2. The term of office of the Corporate Auditor elected to
fill the vacancy shall expire with the expiration of
the remaining term of office of the retired Corporate
Auditor.
( Full-time Corporate Auditors )
Article 26. The Corporate Auditors shall elect a full-time
Corporate Auditor or Auditors by mutual votes.
( Convening of the Board of Corporate Auditors )
Article 27. Notice of convocation of a meeting of the Board of
Corporate Auditors shall be despatched to each
Corporate Auditor at least three (3) days before the
date of such meeting; provided, however that such
period may be shortened in case of urgency.
( Board of Corporate Auditors )
Article 28. The Board of Corporate Auditors shall be composed
of all the Corporate Auditors and, in addition to the
matters provided by laws, shall make decision on the
matters relating to the execution of the duties of the
Corporate Auditors except to the extent that such
decisions might impair any of the power of the
Corporate Auditors.
( Regulations of the Board of Corporate Auditors )
Article 29. The procedure for convening a meeting of the Board
of Corporate Auditors, method of adopting resolutions,
etc. shall be governed, in addition to the matters
provided by laws or ordinances or by these Articles of
Incorporation, by the Regulations of the Board of
Corporate Auditors to be established by the Board of
Corporate Auditors.
( Remuneration )
Article 30. The remuneration of Corporate Auditors shall be
determined by resolution of a general meeting of
shareholders.
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Chapter VI. Accounting
( Business year )
Article 31. The business year of the Company shall be from
January 1 to December 31 each year, and the settlement
of accounts of the Company shall be made at the end of
the business year.
( Dividends of profits )
Article 32. Dividends of profits shall be paid to the
shareholders or registered pledgees appearing on the
register of shareholders as of the last day of each
business year.
( Interim dividends )
Article 33. By resolution of the Board of Directors, the
Company may distribute interim dividends to the
shareholders or registered pledgees appearing on the
register of shareholders as of June 30 each year.
( Time of conversion of convertible debentures )
Article 34. The first dividends of profits or interim dividends
on the shares issued by the conversion of convertible
debentures which the Company has issued shall be paid
as if such conversion were made on January 1 when the
request for conversion is made from January 1 to June
30, and on July 1, when the request for conversion is
made from July 1 to December 31.
Supplementary Provisions
( Transfer agent in respect of foreign currency convertible debentures )
Article 35. With respect to the convertible debentures in
foreign currency issued by the Company, the Company
shall have a transfer agent or agents in foreign
countries.
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