EXHIBIT 99.1
(Translation of the original notice issued in Japanese)
JUNE 6, 2002
NOTICE
OF
102ND ORDINARY GENERAL MEETING OF SHAREHOLDERS
DEAR SHAREHOLDER:
Ricoh Company, Ltd. will hold its 102nd ordinary general meeting of
shareholders, which we cordially invite you to attend.
If you cannot be there, you can exercise your voting right in writing. In that
case, please peruse the attached documents, fill out and sign the enclosed
voting form, stating an Aye or a Nay on the agenda. The form must reach us by no
later than Wednesday, June 26, 2002.
1. Date: 10 a.m., Thursday, June 27, 2002
2. Venue: Ricoh's registered head office: 3-6, Nakamagome 1-chome, Ohta-ku,
Tokyo
3. Meeting Agenda:
- Presentation of business report and financial statements
The Balance Sheets as of March 31, 2002, and the Statements of
Income and the Business Report for fiscal year 2002 (April 1,
2001, to March 31, 2002).
- Resolutions
Agenda 1: Approval of the proposed appropriation of retained
earnings for fiscal year 2002
Agenda 2: Purchases of its own shares
The main point of this agenda is as described in the
"Documents for Reference in the Exercise of Voting
Rights" (see page 25).
Agenda 3: Partial amendment of the Articles of Incorporation
The main point of this agenda is as described in the
"Documents for Reference in the Exercise of Voting
Rights" (see pages 25 through 28).
Agenda 4: Election of 13 directors
Agenda 5: Granting of retirement gratuities to a retired director
(Please read the attached documents for details)
Yours sincerely,
Masamitsu Sakurai, President
Ricoh Company, Ltd.
3-6, Nakamagome 1-chome, Ohta-ku, Tokyo
P.S. If you attend the meeting, you are requested to submit the enclosed voting
form to the receptionist.
1/35
ATTACHMENT
BUSINESS REPORT
(April 1, 2001 to March 31, 2002)
1. OPERATING CONDITIONS
(1) OPERATING PROGRESS AND RESULTS
(a) Overview
In fiscal 2002, ended March 31, 2002, operating conditions in Japan were
extremely adverse, as the economy headed into recession in the second half of
the period, after which it became impossible to sufficiently trim excess assets
and personnel. In the United States, the terrorist strikes hampered personal
consumption, but the economy regained momentum after inventory adjustments ran
their course. Europe experienced only slow growth, reflecting the impact of the
German economy. Deteriorating economic conditions in Japan and the United States
strengthened concerns about a slowdown in China, but the nation's economy
remained on track for fast expansion.
Against this backdrop, Ricoh drew on its Group vision of becoming a winner in
the 21st century and its redefinition of its business areas in keeping with
Image Communication, which aims to boost office productivity, to globally
provide new products and services that reflect the needs of its customers.
Under its 13th medium-term management plan, from April 1999 through March 2002,
Ricoh's basic management policies were:
i. Renovation of group management with the aim of increasing corporate value
ii. Reform of business and profitability structure with the aim of maintaining
steady growth
iii. Reinforcement of cash flow management and realization of low cost business
structure
Fiscal 2002 was the last year of that management plan, and we strove to achieve
these objectives on a Group basis.
Ricoh's prime management priority in building corporate value is to improve
customer satisfaction, which is at the heart of management strategies and
policies. The third-party organizations has placed Ricoh first in customer
satisfaction among Japanese copier makers for the seventh year running. This
heightened profile helped generate the solid results of recent years. Ricoh has
restructured so it can keep expanding corporate value.
As part of that effort, it instituted an executive officer system, under which
it transferred considerable authority and responsibility to individual
businesses. It also appointed external directors to the board.
2/35
Our basic strategies for delivering growth are to:
- - Expand our market share in networked systems
- - Deploy printing solutions
- - Strengthen our operations in five key regional markets worldwide (Japan, the
Americas, Europe, Asia and Oceania, and China)
In expanding our share of the networked imaging equipment market, we have
focused on meeting demand for speed and sophisticated networking. Several key
models have been particularly well received. Among them are low-cost, fast
digital copiers like MF105 Pro (Aficio 1050) which can be utilized both for
professional and general office setups. The growing popularity of our digital
offerings has helped us improve our position not just in domestic but also U.S.
and European high-speed-model markets.
We have also done extremely well in Japan and abroad with the Imagio Neo series.
This new generation of copiers makes it simple to digitalize, store, and
retrieve documents, and has helped us keep and extend our lead in the market for
digital copiers including multifunctional printers (MFPs).
Imagio Neo series machines are based on the Ricoh Document Highway concept, a
common software platform that lets users link equipment and applications as they
desire, and is compatible with the Ridoc Document System, a user-friendly setup
that enhances document management. We have sold many of these machines packaged
with solutions software, which has contributed greatly to performance.
With demand for color equipment surging, we have enjoyed excellent sales of the
IPSiO Color 8000 series, a printer that offers output speeds and pricing
comparable to monochrome platforms. This offering has reinforced our No. 1 share
of the domestic color laser market while helping us bolster our presence
internationally.
Over the past few years, customers have shifted swiftly away from standalone
machines toward networkable equipment and supporting software and services. They
increasingly seek new solutions that lower the total cost of ownership and
streamline office work.
Ricoh responded swiftly to this trend in Japan by establishing five regional
headquarters, in the Tohoku, Chugoku, Chubu, Kyushu, and Kansai areas. Such a
setup can help us spread our solutions expertise and support capabilities
regionally while consolidating the peripheral operations of regional sales
companies, thereby lowering Group costs.
To strengthen global operations, we built an international direct sales network.
The latest component of this setup is Lanier Worldwide, Inc., which we acquired
in January 2001. This subsidiary sells and services imaging and other office
equipment in the United States and Europe.
This purchase helped us step up our drive to become a global solutions provider,
cultivating large corporations and other new customers, which led us to increase
sales of networked and solutions products.
3/35
Ricoh has taken various steps to build a high-efficiency, low-cost operating
structure to overcome the challenges of deflation. We are working intensively on
our supply chain management system to improve customer satisfaction while
enhancing cash flow. We have also instituted programs to overhaul revenue and
earnings structures for everything from Group sales, and development to
production and peripheral operations.
During the year under review, domestic sales declined, but export sales were
solid on the backs of demand for copiers and communications and information
systems. As a result, net sales increased 0.5%, to 860.1 billion yen. Operating
income jumped 15.3%, to 69.9 billion yen. This stemmed from enhanced
productivity, which lowered costs, and higher exports, which offset a domestic
revenues and earnings downturn. After converting the proceeds of exports into
foreign currencies, the Company posted foreign exchange losses, compared with
gains in the previous corresponding period. Consequently, ordinary income
slipped 2.6%, to 67.6 billion yen. Unlike in fiscal 2001, Ricoh did not incur
extraordinary losses from retirement payments, leading to a 16.5% jump in net
income, to a record 40.0 billion yen.
(b) Segment Performance
Performances in our main segments were as follows.
- - COPIERS AND RELATED SUPPLIES -
In this business area, we continued to focus strategically on meeting strong
customer demand in Japan and abroad for speed and networking. Segment sales thus
advanced 1.4%, to 564.8 billion yen.
Our low-cost, high-speed Imagio MF105 Pro (Aficio 1050 overseas) and the Imagio
MF 8570 (Aficio 850) were popular domestically and overseas.
The Imagio Neo 350/450 (Aficio 1035/1045) series continued to enjoy strong
demand. These models are part of a new generation of multifunctional
network-connective machines that deliver improved links with document management
systems and streamline everything from document input/output to sharing and
administration. Also during the year, Ricoh broadened its lineup with the launch
of the fast Imagio NEO 750/600 series and the entry-level Imagio Neo 220/270
(Aficio 1022/1027) series.
- - COMMUNICATIONS AND INFORMATION SYSTEMS -
During the term, we endeavored to expand sales of offerings that satisfy demand
for networkable color printers and make document management more efficient.
Sales in this segment thus rose 2.9%, to 243.1 billion yen.
With demand for color office documents surging owing to increased use of
personal computers and the Internet, the color laser printer market has
continued to expand. During the period under review, we released the IPSiO Color
8100 (Aficio AP3800C) to succeed the IPSiO Color 8000, which had enjoyed great
popularity as a fast color machine, thus bolstering our sales in the printer
field. Also during the term, we launched many more printers overseas, thus
greatly increasing export sales.
In the optical disc business, exports were up considerably for DVD(DVD+RW) and
CD(CD-RW) drives, while sales of key components rose greatly.
4/35
- - PHOTOGRAPHIC EQUIPMENT -
We strove to expand our presence in personal products through the successful
launch of the Caplio RR10, a digital camera that is compact and ultrathin and
which allows users to transfer data to their personal computers at the click of
a button. Despite these efforts, segment sales were just 7.1 billion yen.
- - OTHER BUSINESSES -
Our semiconductor business suffered from a global downturn in global demand for
communications equipment. Segment sales thus fell 16.7%, to 45.0 billion yen.
SALES BY CATEGORY
- --------------------------------------------------------------------------------------------------
Category Major Products Sales Percentage of
(Millions of yen) Total
- --------------------------------------------------------------------------------------------------
Analog, digital, and color copiers and
Copiers and multifunctional printers, digital
Related Supplies stencil duplicators, related 564,830 65.7%
service/support and supplies, and others
- --------------------------------------------------------------------------------------------------
Facsimiles, laser printers, Personal
computers, PC servers, network systems,
Communications and network related software, application
Information Systems software, optical disc products, 243,171 28.3%
information-related service/support and
supplies, and others
- --------------------------------------------------------------------------------------------------
Photographic Digital and conventional cameras, 7,107 0.8%
equipment lenses, and others
- --------------------------------------------------------------------------------------------------
Other Businesses Semiconductors, printed circuit boards, 45,039 5.2%
and others
- --------------------------------------------------------------------------------------------------
5/35
(2) PLANT AND EQUIPMENT INVESTMENT
In fiscal year 2002, we invested 18.6 billion yen in plant and equipment,
as follows:
(a) Major equipment and facilities expansions completed during the year:
Electronic components plant (Yashiro Plant)
Related supplies plant (Numazu Plant)
Related supplies plant (Fukui Plant)
(b) Major expansions in progress during the year:
Electronic components plant (Yashiro Plant)
Related supplies plant (Numazu Plant)
Related supplies plant (Fukui Plant)
(3) FUNDING
To secure funding for plant and equipment and for affiliates, Ricoh made
two bond issues during the term, on March 6, 2002. One was its fourth
unsecured bond issue (35 billion yen in straight bonds, 0.87%, due March 6,
2007). The other was its fifth unsecured issue (25 billion yen in straight
bonds, 1.34%, due March 6, 2009).
(4) SUMMARY OF OPERATING RESULTS
(Millions of yen)
- ---------------------------------------------------------------------------------------
Year ended Year ended Year ended Year ended
March 31, March 31, March 31, March 31,
1999 2000 2001 2002
- ---------------------------------------------------------------------------------------
Net sales 720,502 777,501 855,499 860,149
- ---------------------------------------------------------------------------------------
Net income 18,977 22,613 34,404 40,085
- ---------------------------------------------------------------------------------------
Earnings per share (yen) 27.44 32.69 49.67 57.42
- ---------------------------------------------------------------------------------------
Total assets 755,016 763,078 824,119 908,009
- ---------------------------------------------------------------------------------------
Note: Earnings per share are based on the average number of shares of common
stock during the fiscal year.
In fiscal 2002, net income per share was calculated after deducting the
number of shares of treasury stock from the average number of shares for
the year.
6/35
(5) OUTLOOK
Our 13th medium-term management plan was instrumental in allowing us to
deliver such solid results. That said, we consider it crucial to keep
responding to the growing sophistication of customer needs and intensifying
competition in adverse economic conditions.
It will be particularly important to better identify underlying demand. As
well as helping improve customer productivity and cutting costs, we will
concentrate on exploring issues that existing customers have yet to
consider while doing even more to seek solutions with our customers.
To those ends, we intend to deliver new value for customers through our
customer satisfaction-oriented management and efforts to reinforce our
technological capabilities.
Ricoh has already earned top marks from third-party organizations for its
environmental initiatives, and considers it imperative to continue
championing the environment. In line with that goal, we have instituted the
Ricoh Action Plan for fiscal 2003 through 2005, which builds on the
achievement of its preceding three-year plan. Under this new initiative, we
aim to go beyond responding to environmental issues and safeguarding the
environment to generate profits through our environmental management
program.
The next fiscal term is the first year of our 14th medium-term management
plan (April 2002 through March 2005), another three-year effort, and will
focus on pursuing and building on the reforms of the 13th plan. In other
words, we will strive to reinforce our technological base so we can become
the world's best manufacturer as a winner in the 21st century. We will also
change our business focus from merely being a producer to become a
solutions provider. At the same time, we will strive companywide to
cultivate the human resources needed for such a transformation.
In the years ahead, we will endeavor to contribute both to our communities
and the environment as part of our social mission while continuing to
achieve high levels of trust from our customers and other stakeholders and
delivering new value.
7/35
2. PROFILE (AS OF MARCH 31, 2002)
(1) PRINCIPAL SALES OFFICES AND PLANTS
(a) Head office: 3-6, Nakamagome 1-chome, Ohta-ku, Tokyo
(b) Sales Offices:
- -----------------------------------------------------------------------------------------
Name Location
- -----------------------------------------------------------------------------------------
Principal Executive Office Minato-ku, Tokyo
- -----------------------------------------------------------------------------------------
Ginza Office Chuo-ku, Tokyo
- -----------------------------------------------------------------------------------------
Shinyokohama Office Yokohama, Kanagawa
- -----------------------------------------------------------------------------------------
Sapporo Branch Sapporo, Hokkaido
- -----------------------------------------------------------------------------------------
Sendai Branch Sendai, Miyagi
- -----------------------------------------------------------------------------------------
Kanto Branch Saitama, Saitama
- -----------------------------------------------------------------------------------------
Tokyo Branch Chuo-ku, Tokyo
- -----------------------------------------------------------------------------------------
Nagoya Branch Nagoya, Aichi
- -----------------------------------------------------------------------------------------
Osaka Branch Suita, Osaka
- -----------------------------------------------------------------------------------------
Hiroshima Branch Hiroshima, Hiroshima
- -----------------------------------------------------------------------------------------
Fukuoka Branch Fukuoka, Fukuoka
- -----------------------------------------------------------------------------------------
(c) Laboratories and Plants:
- -----------------------------------------------------------------------------------------
Name Location
- -----------------------------------------------------------------------------------------
Research and Development Center Yokohama, Kanagawa
- -----------------------------------------------------------------------------------------
Software Research Center Bunkyo-ku, Tokyo
- -----------------------------------------------------------------------------------------
Applied Electronics Institute Natori, Miyagi
- -----------------------------------------------------------------------------------------
Ohmori Office Ohta-ku, Tokyo
- -----------------------------------------------------------------------------------------
Ohmori Office 2 Ohta-ku, Tokyo
- -----------------------------------------------------------------------------------------
Atsugi Plant Atsugi, Kanagawa
- -----------------------------------------------------------------------------------------
Hatano Plant Hatano, Kanagawa
- -----------------------------------------------------------------------------------------
Gotemba Plant Gotemba, Shizuoka
- -----------------------------------------------------------------------------------------
Numazu Plant Numazu, Shizuoka
- -----------------------------------------------------------------------------------------
Fukui Plant Sakai-gun, Fukui
- -----------------------------------------------------------------------------------------
Ikeda Plant Ikeda, Osaka
- -----------------------------------------------------------------------------------------
Yashiro Plant Kato-gun, Hyogo
- -----------------------------------------------------------------------------------------
8/35
(2) SHAREHOLDERS' EQUITY
(a) Total number of shares:
Authorized 1,000,000,000
Issued 727,278,256
(b) Number of shareholders at year-end: 47,418
(c) Major shareholders:
- ----------------------------------------------------------------------------------------
Name Interest in Ricoh Ricoh's interest in
shareholder
---------------------------------------------------------
Thousands of % of total Thousands of % of total
shares shares
- ----------------------------------------------------------------------------------------
Japan Trustee Services
Bank, Ltd. (Trust Account) 63,676 8.75 _ _
- ----------------------------------------------------------------------------------------
The Mitsubishi Trust and
Banking Corporation (Trust
Account) 45,127 6.20 _ _
- ----------------------------------------------------------------------------------------
Nippon Life Insurance
Company 32,534 4.47 _ _
- ----------------------------------------------------------------------------------------
UFJ Bank, Ltd 27,250 3.74 _ _
- ----------------------------------------------------------------------------------------
UFJ Trust Bank, Ltd
(Trust Account) 25,146 3.45 _ _
- ----------------------------------------------------------------------------------------
The Fuji Bank, Ltd 21,546 2.96 _ _
- ----------------------------------------------------------------------------------------
The Bank of
Tokyo-Mitsubishi, Ltd. 21,545 2.96 _ _
- ----------------------------------------------------------------------------------------
NIPONKOA Insurance Co., Ltd. 19,015 2.61 55 0.01
- ----------------------------------------------------------------------------------------
The New Technology
Development Foundation 15,636 2.15 _ _
- ----------------------------------------------------------------------------------------
THE CHASE MANHATTAN BANK
N.A. LONDONS.L. OMNIBUS
ACOUNT 12,600 1.73 _ _
- ----------------------------------------------------------------------------------------
Note: 1. In addition to the above, stakes in the Company include 1,000,000
shares (0.13%) that NIPPONKOA Insurance Co., Ltd., owns and has
entrusted with UFJ Trust Bank Limited. UFJ Trust Bank Limited is the
nominal owner, but NIPPONKOA Insurance Co., Ltd. reserves the right
to instruct on exercising voting rights on these shares.
2. Owing to the mergers of several financial institutions into the Mizuho
Financial Group, the shares owned by The Fuji Bank, Ltd., were
transferred to the Mizuho Corporate Bank, Ltd., as of April 1, 2002.
(d) Acquisition, disposal, and ownership of shares of treasury stock :
(1) Treasury stock acquired
Acquisitions through purchases of share packages less than one
new unit (tangen)
Number of shares of common stock 446,928
Acquisition cost 1,054 million yen
(2) Treasury stock disposed of
Number of shares of common stock 269,000
Disposal cost 649 million yen
(3) Number of treasury stocks at year-end
Number of treasury stocks of common stock 191,518
9/35
(3) STATUS OF CONSOLIDATION
(a) Major Consolidated Subsidiaries:
- --------------------------------------------------------------------------------------------------------
Paid-in Capital
(millions of
Name yen, except % of total Principal Businesses
where indicated)
- --------------------------------------------------------------------------------------------------------
Tohoku Ricoh Co., Ltd. 2,272 66.13 Manufacturing copiers and
information equipment
- --------------------------------------------------------------------------------------------------------
Ricoh Elemex Corporation 3,456 50.86 Manufacturing copiers and
information equipment
- --------------------------------------------------------------------------------------------------------
Tokyo Ricoh Co., Ltd. 418 100.00 Marketing copiers and
information equipment
- --------------------------------------------------------------------------------------------------------
Osaka Ricoh Co., Ltd. 210 100.00 Marketing copiers and
information equipment
- --------------------------------------------------------------------------------------------------------
NBS Ricoh Co., Ltd. 50 100.00 Marketing office supplies
- --------------------------------------------------------------------------------------------------------
Ricoh Technosystems Co., Ltd. 1,000 100.00 Marketing information
equipment and maintaining
copiers and information
equipment
- --------------------------------------------------------------------------------------------------------
Ricoh Leasing Co., Ltd. 6,340 54.47 General leasing
- --------------------------------------------------------------------------------------------------------
Ricoh Asia Industry 27 (millions Manufacturing copiers and
(SHENZIEN) Ltd. of US Dollars) 100.00 information equipment and
manufacturing office supplies
- --------------------------------------------------------------------------------------------------------
Ricoh Asia Industry Ltd. 180 (millions 90.00 Marketing copiers and
of Hong Kong information equipment
dollars)
- --------------------------------------------------------------------------------------------------------
Ricoh Electronics, Inc. 27 (millions 100.00 Manufacturing copiers and
of US Dollars) information equipment and
manufacturing and
marketing office supplies
- --------------------------------------------------------------------------------------------------------
Ricoh Corporation 192 (millions 100.00 Marketing copiers and
of US Dollars) information and photographic
equipment
- --------------------------------------------------------------------------------------------------------
Lanier Worldwide, Inc. 256 (millions 100.00 Marketing copiers and
of US Dollars) information equipment
- --------------------------------------------------------------------------------------------------------
Ricoh Europe B.V. 13 (millions 100.00 Marketing copiers and
of Euro) information and photographic
equipment
- --------------------------------------------------------------------------------------------------------
NRG Group Plc 49 (millions 100.00 Marketing copiers and
of Pounds information and
Sterling) photographic equipment
- --------------------------------------------------------------------------------------------------------
Note: The shareholding ratios in Tohoku Ricoh Co., Ltd., Ricoh Elemex
Corporation, Ricoh Leasing Co., Ltd., Osaka Ricoh Co., Ltd., Ricoh
Asia Industry(SHENZIEN) Ltd., Ricoh Electronics, Inc., and Lanier
Worldwide, Inc. include shares owned by subsidiaries.
10/35
(b) Consolidations
There were no specific transfers of subsidiaries to mention.
(c) Consolidation Results
The Ricoh group has 331 consolidated subsidiaries, including the 14 listed
above, and 73 affiliates accounted for under the equity method.
Consolidated net sales in fiscal year 2002 were 1,672.3 billion yen, up 134
billion yen (8.7%) from a year earlier. Consolidated net income was 61.6
billion yen, a 8.3 billion yen (15.8%) gain. Both sales and earnings
increased for a eighth consecutive year and were record highs.
(4) EMPLOYEES
- ------------------------------------------------------------------------------------
No. of Change from Average Age Average Years in
Employees Previous Year Service
- ------------------------------------------------------------------------------------
Male 10,495 -55 41.2 18.2
- ------------------------------------------------------------------------------------
Female 1,666 -26 32.4 11.4
- ------------------------------------------------------------------------------------
Total 12,161 -81 40.0 17.2
- ------------------------------------------------------------------------------------
11/35
(5) DIRECTORS AND CORPORATE AUDITORS
- -----------------------------------------------------------------------------------------
Position or Principal Duty Name
- -----------------------------------------------------------------------------------------
Chairman and Representative Director Hiroshi Hamada
President and Representative Director Masamitsu Sakurai
Deputy President and Representative Director Haruo Kamimoto
(SCM Structural Reform, CS & Quality, Environment,
Social Contribution, Public Relations, etc.)
Deputy President and Representative Director Tatsuo Hirakawa
(Corporate Planning, IR, Accounting, Personnel, etc.)
Executive Managing Director Naoto Shibata
(Marketing in Europe and Middle East)
Executive Managing Director Kohichi Endo
(Production, Materials Procurement, and Information
Technology Solutions; General Manager of Production
Business Division)
Managing Director Masami Takeiri
(Overseas Marketing; General Manager of International
Marketing Group)
Managing Director Makoto Hashimoto
(Planning, Development, and Engineering of Personal
Multimedia System; President of Personal Multimedia
Company)
Managing Director Masayuki Matsumoto
(Domestic marketing and Ricoh Venture Program; General
Manager of Marketing Group)
Director Josei Itoh
(Comprehensive Business Administration)
(Chairman and Representative Director of Nippon Life
Insurance Company)
Director Nobuo Mii
(Information Communication Business and Technological
Matters)
(Managing Partner of Ignite Group)
Corporate Auditor (Full-time) Hisaaki Koga
Corporate Auditor (Full-time) Hideyuki Takamatsu
Corporate Auditor Kenji Matsuishi
(President of Matsuishi Law Office)
Corporate Auditor Takehiko Wada
(President and Representative Director of Sanai-oil Co.,
Ltd.)
- -----------------------------------------------------------------------------------------
Notes: 1. In fiscal year 2002, the Board of Directors changed as follows:
June 2001: Mr. Minoru Tajima retired from corporate auditor.
June 2001: Mr. Takehiko Wada assigned as corporate auditor
Sep 2001: Mr. Masaaki Iida retired from Managing Director
2. Corporate auditors Kenji Matsuishi and Takehiko Wada are outside
auditors as stipulated in Paragraph 1, Article 18 of the Law
Concerning the Special Measures Applicable to Auditing Practices
under the Commercial Code.
12/35
BALANCE SHEET
(As of March 31, 2002)
(Millions of Yen)
- -----------------------------------------------------------------------------------------------------------------------------------
Assets Liabilities
Current Assets: Current Liabilities:
Cash and cash equivalent 5,976 Notes payable-trade 6,944
Notes receivable-trade 8,805 Accounts payable-trade 97,242
Accounts receivable-trade 178,421 Convertible bonds maturing within one year 29,886
Marketable securities 170,847 Accounts payable-other 5,648
Finished goods 23,530 Accrued expenses 44,622
Raw materials 3,446 Accrued corporate tax and other 14,658
Work-in-process 7,115 Reserve for Accrued Bonuses 17,131
Supplies 6,156 Warranty reserve 333
Short-term loans receivable 3,286 Other current liabilities 9,022
Deferred tax assets 15,646 Total Current Liabilities 225,489
Accounts receivable-other 127,412
Other current assets 3,846 Fixed Liabilities:
Allowance for Doubtful Accounts -1,594 Bonds 100,000
Total Current Assets 552,898 Reserve for Retirement Benefit Obligations 28,068
Reserve for directors' retirement allowances 758
Fixed Assets: Total Fixed Liabilities 128,826
Tangible Fixed Assets: Total Liabilities 354,315
Buildings 43,872
Structures 1,937
Machinery and equipment 19,713 Shareholders' Equity
Vehicles and delivery equipment 20 Common Stock 120,461
Tools, instruments and fixtures 18,748
Land 24,476 Legal Reserves:
Construction in progress 676 Additional paid-in-capital 161,227
Total Tangible Fixed Assets 109,445 Legal reserve 14,955
Total Legal Reserves 176,182
Intangible Fixed Assets:
Premium and others 9,392 Retained Earnings:
Software 9,179 Reserve for deferral of capital gain on property 681
Total Intangible Fixed Assets 18,572 Reserve for special depreciation 650
Reserve for warranty on computer programs 254
Investments and Other Assets: Reserve for corporate citizenship promotion 140
Investment securities 32,652 General reserve 211,350
Stock of subsidiaries 125,295 Unappropriated retained earnings 40,790
Investment in subsidiaries 13,479 [Net income for the period] [40,085]
Long-term loans receivable 29,567 Total Retained Earnings 253,867
Deferred tax assets 18,086
Guarantee deposits paid 5,749 Appraisal Surplus/Loss:
Other investments 4,713 Unrealized holding gains on available-for-sale securities 3,615
Allowance for doubtful receivables -2,451 Total Appraisal Surplus/Loss 3,615
Total Investments and Other Assets 227,092 Treasury stock -433
Total Fixed Assets 355,111 Total Shareholders' Equity 553,693
- -----------------------------------------------------------------------------------------------------------------------------------
Total Assets 908,009 Total Liabilities and Shareholders' Equity 908,009
- -----------------------------------------------------------------------------------------------------------------------------------
13/35
STATEMENT OF INCOME
(For the year ended March 31, 2002)
(Millions of Yen)
- -----------------------------------------------------------------------------------------------
Ordinary Income and Loss
Operating income and expenses
Operating income:
Net sales 860,149
Operating expenses:
Cost of sales 593,837
Selling, general and administrative expenses 196,400
Total operating expenses 790,237
Operating income 69,911
Non-operating income and expenses
Non-operating income:
Interest and dividends income 8,997
Other income 5,678
Total non-operating income 14,676
Non-operating expenses:
Interest expenses 1,232
Other expenses 15,666
Total non-operating expenses 16,898
Ordinary income 67,688
Income before income taxes 67,688
Corporate tax, inhabitants tax and enterprise tax 31,100
Deferred income tax (3,497)
Net income 40,085
Retained earnings at beginning of year 4,809
Reversal of reserve for corporate citizenship promotion 59
Interim cash dividends 4,163
Unappropriated retained earnings at end of year 40,790
- -----------------------------------------------------------------------------------------------
14/35
I. SIGNIFICANT ACCOUNTING POLICIES
1. Valuation method for securities
(1) Stocks of subsidiaries and affiliates
Securities of subsidiaries and affiliates are stated at moving average
cost.
(2) Other securities
- Marketable securities: Marketable securities are marked to
market based on the market price at the
end of the term and other factors
(accounting for all valuation
differences with the full capital
injection method; the cost of securities
sold is valued at moving average cost).
- Non-marketable securities: Non-marketable securities are stated at
cost based on the moving average method.
2. Valuation method for inventories
Inventories are stated at the lower of average cost.
3. Valuation standards and methods for derivatives
Derivatives are stated at market value.
4. Depreciation of fixed assets
(1) Tangible Fixed Assets
Tangible fixed assets are depreciated using the declining balance
method. However buildings (excluding fixtures) acquired after April 1,
1998, are depreciated using the straight-line method .
The depreciation periods are basically as the below;
Buildings: 5-50 years
Machinery and equipment: 2-12 years
(2) Intangible Fixed Assets
Ricoh uses straight-line depreciation for intangible fixed assets.
With software for sale in the marketplace, however, the Company
records the larger of a depreciation based on projected sales profits
or a uniform depreciation based on a projected effective sales period
for the balance. The initially projected effective sale term is three
years. With software for internal use, the Company uses straight-line
depreciation based on a usable period of five years.
5. Deferred assets
Bond issuance costs and discount on bond are expensed when they are
accrued.
6. Basis for provision of reserves
(1) Allowance for Doubtful Accounts
The allowance for doubtful accounts is provided to cover possible
losses from bad debts and represents possible individual doubtful
accounts based on historical default rates and the potential for
irrecoverableness.
(2) Reserve for Accrued Bonuses
The reserve for accrued bonuses is provided by estimating the amount
of bonuses payable to employees for the current financial year under
our corporate rules for calculating such bonus payment.
(3) Warranty reserve
To cover product after-sales service expenses, the Company calculates
the product warranty reserve based on projected service costs during
warrantee terms.
15/35
(4) Reserve for Retirement Benefit Obligations
To cover projected employee benefits, the Company records the
estimated obligations at the end of the current fiscal year based on
projected year-end benefit obligations and plan assets. The Company
uses straight-line depreciation for actuarial gains or losses over
averaged remaining employment term. (15 years)
(5) Reserve for Directors' Retirement Allowances
At year-end, Ricoh calculates the amounts required under internal
rules to pay directors retirement allowances, in compliance with
Article 287-2 of the Commercial Law.
7. Consumption Taxes
Consumption taxes are excluded from revenues and expenses. The
refundable consumption tax at the end of the year is included in
"Other current assets" in the balance sheets, after offsetting
suspense payments and receipt of consumption taxes and etc.
8. Leasing
Finance leases for which ownership does not transfer to lessees are
accounted for as operating leases.
9. Hedge accounting
(1) Hedge Accounting Methods
Ricoh accounts for hedges at market value. With currency swaps,
however, the Company hedges by assigning transactions that meet
assignment requirements.
(2) Hedging Instruments and Targets
Hedging Instruments...Derivative transactions (for currency swaps and
exchange contracts)
Hedging Targets...Transactions for which losses may arise from market
fluctuations or for which market fluctuations may affect valuations.
(3) Hedging policies
In keeping with its internal Market Risk Management Rules, Ricoh uses
derivatives to manage the exposure of its assets and liabilities to
market fluctuations.
(4) Hedge Effectiveness
Ricoh assesses the effectiveness of hedges by analyzing the ratios of
the total market fluctuations of hedged targets and instruments.
However, the company does not detail effectiveness for currency swaps
resulting from the use of consignment processing.
ADDITIONAL INFORMATION
Treasury stock in the current assets last fiscal year is stated separately
in the Shareholders' equity from this year in accordance with new Japanese
regulations for corporate balance sheets, statements of income, and for
business reports and appended details.
16/35
II. NOTES TO BALANCE SHEET
1. Short-term receivable due from subsidiaries 249,327 million yen
Long-term receivable due from subsidiaries 29,857 million yen
2. Short-term payable due to subsidiaries 45,699 million yen
3. Accumulated depreciation on tangible fixed assets 326,074 million yen
4. Assets and liabilities denominated in foreign currency
Accounts receivable-trade: 45,081 million yen (EURO 222,044 thousand;
US$144,801 thousand etc.)
Stocks of subsidiaries: 103,499 million yen (Pound Sterling 282,610
thousand; US$301,339 thousand etc.)
Investments in subsidiaries: 13,044 million yen (EURO 122,411 thousand
etc.)
5. Guarantee obligation 6,945 million yen
6. Trade notes receivable discounted with banks 98 million yen
7. Net income per share 57.42 yen
8. In addition to the fixed assets stated in the balance sheet, the
Company uses computer and electronic component manufacturing
facilities under lease agreements.
9. Net worth as prescribed in the sixth paragraph of Article 290-1 of the
Commercial Law
3,615 million yen
10. Accounting for notes matured at end of term
The Company settled notes due at the end of the term as of the date of
exchange. The last day of the term was a banking holiday, so the
term-end balance includes notes due at the end of the next term.
Trade notes receivable: 1,027 million yen
17/35
11. Tax Effect Accounting
The prime components of deferred tax assets and liabilities are as follows:
(Millions of yen)
- --------------------------------------------------------------------------------
Deferred tax assets:
Inventory revaluation 2,695
Accrued bonus 4,681
Accrued enterprise tax 1,323
Retirement benefit obligation 18,258
Depreciation and amortization 2,056
Other 14,138
Total deferred tax assets 43,151
- --------------------------------------------------------------------------------
(Millions of yen)
- --------------------------------------------------------------------------------
Deferred tax liabilities:
Reserve for deferral of capital gain on property (441)
Reserve for special depreciation (350)
Reserve for warranty on computer programs (183)
Unrealized holding gains on securities (2,603)
Retirement benefit trust establishment (5,842)
Total deferred tax liabilities (9,419)
- --------------------------------------------------------------------------------
(Millions of yen)
- --------------------------------------------------------------------------------
Net deferred tax assets 33,732
Included in current assets 15,646
Included in investment and other assets 18,086
- --------------------------------------------------------------------------------
III. NOTES TO STATEMENT OF INCOME
1. Sales to subsidiaries 729,841 million yen
2. Purchases from subsidiaries 287,743 million yen
3. Non-operating transactions with subsidiaries 614,102 million yen
Transfer of assets 412,620 million yen
Transfer of liabilities 189,381 million yen
Others 12,099 million yen
4. The Company does not detail the difference in effective tax rate after
applying accounting for income tax rate because the impact of the
difference on the normal tax rate is 5% and less.
18/35
IV. RETIREMENT ALLOWANCE PLANS
1. Explanation of retirement allowance plan adopted:
The Company maintains a lump-sum retirement payments as part of its
retirement allowance payments, which includes a qualified pension plan
based on deposits. Payable allowances under the plan are determined by
salary at retirement, years of service, and reasons for retirement. The
Company also maintains an employees' pension fund (adjusted pension) plan
based on the Welfare Pension Insurance Law. The employees' pension fund
plan consists of two portions: the basic portion is deposited by the
company and the employee, where the company plays a part in the public
pension system; and an additional portion. The additional pension is
determined by the years of service and the salary at retirement.
2. Retirement allowance obligations: (As of March 31, 2002)
Retirement allowance obligations: 273,737 million yen
(1) Pension fund assets: 175,650 million yen
(2) Reserve for retirement allowances: 28,068 million yen
(3) Unrecognized actuarial loss: 70,018 million yen
3. Breakdown of the net periodic benefit costs: (April 1, 2001, through
March 31, 2002)
The net periodic benefit costs: 11,967 million yen
(1) Service costs: 9,093 million yen
(2) Interest expense: 7,930 million yen
(3) Expected operational income (reduced) : 8,471 million yen
(4) Expensing for differences in actuarial calculations: 3,415 million yen
4. Actuarial assumptions:
(1) Discount rate: 3.0%
(2) Expected long-term rate of return on plan assets: 4.5%
(3) The attribution of cost method: Fixed-term basis
(4) Years for adjusting actuarial: 15 years
5. Relationship between reserve for retirement allowance, offset against
retirement allowance trust and pension assets:
The reserve for retirement allowances at year-end under the qualified
pension plan was 14,568 million yen; there were no offsetting pension
assets under the retirement allowance trust. The reserve for
retirement allowances at year-end under the employees' pension fund
plan was 13,501 million yen; the offsetting pension assets under the
retirement allowance trust were 22,114 million yen.
19/35
PROPOSED APPROPRIATION OF RETAINED EARNINGS
(Yen)
- -------------------------------------------------------------------------------------------
Unappropriated retained earnings at end of year 40,790,892,233
Reversal of reserve for deferral of capital gain on property 67,594,743
Reversal of reserve for special depreciation 183,523,126
Reversal of reserve for warranty on computer programs 135,194,191
Total 41,177,204,293
- -------------------------------------------------------------------------------------------
To be appropriated as follows:
(Yen)
- -------------------------------------------------------------------------------------------
Cash dividends 5,089,607,166
(7.00 yen per share)
Director bonuses 170,000,000
Reserve for special depreciation 18,998,737
Reserve for warranty on computer programs 136,468,721
Reserve for corporate citizenship promotion 59,100,000
General reserve 30,000,000,000
Retained earnings brought forward to the next year 5,703,029,669
- --------------------------------------------------------------------------------------------
Notes: On December 3, 2001, the Company made interim cash dividends of 6.00 yen
per share totaling 4,163,222,820 yen.
20/35
(Translation of the original independent auditor's report issued in Japanese)
INDEPENDENT AUDITORS' REPORT
May 2, 2002
To: Mr. Masamitsu Sakurai
President and Representative Director
Ricoh Company Ltd.
Asahi & Co.
(An Arthur Andersen Member Firm)
Teruo Suzuki
Representative Partner and Engagement Partner
Certified Public Accountant
Tetsuzo Hamajima
Representative Partner and Engagement Partner
Certified Public Accountant
Mikihiro Himeno
Engagement Partner
Certified Public Accountant
We have audited the balance sheet, the statement of income, the business
report (limited to matters concerning accounting), the proposal for
appropriation of retained earnings, and the schedules of Ricoh Company, Ltd. for
the year ended March 31, 2002 for the purpose of reporting under the provisions
of Article 2 of the Law Concerning the Special Measures Applicable to Auditing
Practices as Provided in the Commercial Code. With respect to the aforementioned
business report and the schedules, our examination was limited to matters
concerning accounting, which are based on the accounting records of the Company.
Our audit was made in accordance with generally accepted auditing standards
and accordingly, included auditing procedures as we considered necessary in the
circumstances. These auditing procedures include those for subsidiaries as we
considered necessary in the circumstances.
21/35
In our opinion,
(1) the balance sheet and the statement of income present fairly the financial
position and profit and loss of the Company in conformity with laws,
ordinances and the Articles of Incorporation of the Company;
(2) the business report, insofar as it relates to matters concerning accounting
included therein, presents fairly the status of the Company in conformity
with laws, ordinances and the Articles of Incorporation of the Company;
(3) the proposal for appropriation of retained earnings has been prepared in
conformity with laws, ordinances and the Articles of Incorporation of the
Company; and
(4) with respect to the schedules, insofar as they relate to matters concerning
accounting included therein, there is nothing to be pointed out under the
provision of the Commercial Code.
We have no financial or other interests in the Company required to be
stated by the provisions of the Certified Public Accountant Law.
22/35
(Translation of the original corporate auditor's report issued in Japanese)
CORPORATE AUDITORS' REPORT
May 7, 2002
The Board of Corporate Auditors received reports from each of the corporate
auditors of the Company on their checks of the Directors' performance in fiscal
year 2002, from April 1, 2001 to March 31, 2002. The board prepared this report
with the corporate auditors' consensus.
1. SCOPE OF AUDIT BY CORPORATE AUDITORS
Each of the corporate auditors, in accordance with the policy and work
shares prescribed by the Board of Corporate Auditors, attended the meetings of
the Board of Directors and other important meetings of the Company, received
reports on business operations from the Directors, etc., inspected important
written approvals, etc., inquired into the activities and assets of the head
office and principal places of business, and had the subsidiaries of the Company
submit reports on their business operations whenever necessary. The board also
received reports and briefings from the independent auditors, and examined the
accounting documents and schedules of the Company.
With respect to any transactions by the Directors, transactions between the
Directors and the Company involving a conflict of interests, the gratuitous
provision of profits by the Company, and any other transactions not customary in
nature between the Company and its subsidiaries or shareholders, and acquisition
and disposal of treasury shares, we, in addition to the above mentioned
auditing, asked the Directors, etc., to submit reports, whenever necessary, and
examined these transactions in detail.
2. RESULTS OF AUDIT
(1) The procedures followed and the results produced by Asahi & Co., the
independent auditors, in their auditing are reasonable and appropriate;
(2) The business report of the Company fairly presents the position of the
Company in accordance with laws and ordinances and the Articles of
Incorporation of the Company;
(3) The proposal for appropriation of retained earnings of the Company contains
no particulars to be pointed out in the light of the financial position of
the Company and other circumstances;
(4) The schedules of the Company fairly present the matters to be stated
therein and contain no particulars to be pointed out; and
(5) The Directors performed their duties honestly in accordance with laws and
ordinances and the Articles of Incorporation of the Company, including in
fulfilling their duties toward subsidiaries.
23/35
With respect to any competitive transactions by the Directors, transactions
between the Directors and the Company involving a conflict of interest, the
gratuitous provision of profits by the Company, and any other transactions
not customary in nature between the Company and its subsidiaries or
shareholders, and acquisition and disposal of treasury shares, we concluded
that none of the Directors swerved from their duties.
Board of Corporate Auditors, Ricoh Company, Ltd.
----------------------------------------------
Hisaaki Koga , Corporate Auditor (Full-time)
----------------------------------------------
Hideyuki Takamatsu, Corporate Auditor (Full-time)
----------------------------------------------
Kenji Matsuishi,Corporate Auditor
----------------------------------------------
Takehiko Wada,Corporate Auditor
Note: Corporate auditors Kenji Matsuishi and Takehiko Wada are outside auditors
as stipulated in Paragraph 1, Article 18 of the Law Concerning the Special
Measures Applicable to Auditing Practices under the Commercial Code.
24/35
DOCUMENTS FOR REFERENCE IN THE EXERCISE
OF VOTING RIGHTS
1. NUMBER OF VOTING RIGHTS OF ALL SHAREHOLDERS: 719,419
2. AGENDA AND INFORMATION
AGENDA 1: Approval of the proposed appropriation of retained earnings for
fiscal year 2002 (from April 1, 2001 to March 31, 2002)
The proposal for appropriation of retained earnings is described in the
attached document (See p.20). Cash dividends to shareholders at the end of
the current term will be paid, in consideration of our business results for
the current term, the strengthening of our corporate structure, and the
expansion of business in the future, at the rate of 7.00 yen per share.
Including interim cash dividends for the current term, shareholders will
earn a total of 13.00 yen per share in cash dividends.
AGENDA 2: Purchases of its own shares
In order for the Company to be able to carry out a flexible capital policy
in the face of the changing business climate, the Company wishes to acquire
its treasury stock within the limits of 8,000,000 ordinary shares, worth
20 billion yen, in accordance with the provision of Article 210 of the
Commercial Code during the period from the closing of this general meeting
to the closing of the next ordinary general meeting of shareholders.
AGENDA 3: Partial amendment of the Articles of Incorporation
(1) Reasons for changes
(1) The "Law on Partial Revision of the Commercial Code, etc." (Law
No. 79--2001), which provides for the abolition of par-value
stocks, the installation of a new unit (tangen) stock system, the
abolition of the Law for Special Treatment of Stock Retirements,
a change in the provision concerning the quorum required for
resolution for the election of directors and auditors, etc., was
put into effect on October 1, 2001. Accordingly, the Company is
required to make necessary changes to its articles of
incorporation.
In addition, as the "Law on Partial Revision of the Commercial
Code, etc." (Law No. 128--2001) was put into effect on
April 1, 2002, provisions for the preparation of shareholders'
lists, etc. by an electronic method were established and the
provisions for the exercise of voting rights by means of a proxy
were revised. Accordingly, the Company is required to make
necessary changes to its articles of incorporation.
25/35
(2) Contents of changes
The contents of the changes are as follows.
(Underlines indicate revisions)
- -----------------------------------------------------------------------------------------------------------------------------------
Present articles of incorporation Proposed changes
- -----------------------------------------------------------------------------------------------------------------------------------
(Total number of shares to be issued; face value of par-value (Total number of shares to be issued and types of share
----------------------- certificates)
shares; types of share certificates)
Article 5 The total number of shares to be issued Article 5 The total number of shares to be
by the Company is one billion issued by the Company is one
(1,000,000,000), the face value of which billion (1,000,000,000).
----------------------- If some shares are cancelled, the
shall be fifty (50) yen each. If some number of shares cancelled shall be
---------------------------- deducted from the total number of
shares are cancelled, the number of shares issued.
shares cancelled shall be deducted from The types of share certificates to
the total number of shares issued. be issued by the Company shall be
The types of share certificates to be decided in accordance with Share
issued by the Company shall be decided Handling Regulations to be
in accordance with Share Handling established by the Board of Directors.
Regulations to be established by the
Board of Directors.
(Number of shares per unit (tan-i)) (Number of shares per new unit (tangen);
----------- ------------------
Article 6 The number of shares per unit (tan-i) unissuability of shares less than one new unit
------------ ----------------------------------------------
of the Company shall be one thousand (tangen))
(1,000). ---------
Article 6 The number of shares per new unit
--------
(tangen) of the Company shall be one
--------
thousand (1,000).
Unless otherwise provided for in
--------------------------------
Share Handling Regulations, the
-------------------------------
Company shall not issue shares which are
----------------------------------------
less than one new unit (tangen) of shares.
------------------------------------------
(Transfer agent) (Transfer agent)
Article 7 The Company shall have a transfer agent Article 7 The Company shall have a transfer
for the handling of its shares. agent for the handling of its shares.
The transfer agent and its place of The transfer agent and its place of
business shall be decided by resolution business shall be decided by resolution
of the Board of Directors and announced of the Board of Directors and announced
publicly. publicly.
The list of the Company's shareholders The list of the Company's shareholders
(includes the list of de facto (includes the list of de facto shareholders;
shareholders; the same applies the same applies hereinafter) shall be kept
hereinafter) shall be kept at the at the place of business of the transfer agent.
place of business of the transfer agent. The transfer agent shall be made to handle all
The transfer agent shall be made to the businesses relating to the Company's
handle all the businesses relating to shares, such as the transfer of shares and the
the Company's shares, such as the purchase of quantities of less than one new
transfer of shares and the purchase ---
of quantities of less than one unit unit (tangen) of shares: the Company shall
---- -------------
(tan-i) of shares: the Company shall not not involve itself in any of the said
------- businesses.
involve itself in any of the said
businesses.
- -----------------------------------------------------------------------------------------------------------------------------------
26/35
- -----------------------------------------------------------------------------------------------------------------------------------
Present articles of incorporation Proposed changes
- -----------------------------------------------------------------------------------------------------------------------------------
(Share Handling Regulations) (Share Handling Regulations)
Article 8 The transfer of shares, the purchase of Article 8 The transfer of shares, the purchase of
quantities of less than one unit (tan-i) quantities of less than one new unit (tangen)
------------ -----------------
of shares, and any other businesses of shares, and any other businesses relating
relating to the Company's shares shall to the Company's shares shall be handled in
be handled in accordance with Share accordance with Share Handling Regulations to
Handling Regulations to be established be established by the Board of Directors.
by the Board of Directors.
(Basic date) (Basic Date)
Article 9 In each accounting period, the Company Article 9 In each accounting period, the
shall deem the shareholders that are Company shall deem the shareholders that are
registered in the final list of registered or recorded in the final list of
shareholders (includes de facto -----------
shareholders; the same applies shareholders (includes de facto
hereinafter) to be the shareholders shareholders; the same applies
that can exercise their rights at the hereinafter) to be the shareholders
ordinary general meeting of that can exercise their rights at
shareholders for the accounting period. the ordinary general meeting of
Notwithstanding the preceding the shareholders for the accounting
paragraph, the Board of Directors may, period.
if necessary, resolve to deem the Notwithstanding the preceding
shareholders or pledgees that are paragraph, the Board of Directors
registered in the list of shareholders may, if necessary, resolve to deem
as of a specific date set and announced the shareholders or pledgees that
previously to be the shareholders or are registered or recorded in the
pledgees that can exercise their rights. -----------
list of shareholders as of a
specific date set and announced
previously to be the shareholders
or pledgees that can exercise their rights.
(Cancellation of shares by using profit)
- ----------------------------------------
Article 10 On and after June 27, 1998, the Company This article shall be deleted.
- ------------------------------------------------------
may, by resolution of the Board of
----------------------------------
Directors, redeem and cancel a maximum
--------------------------------------
of 69,000,000 of its shares by profit
-------------------------------------
the Company gains.
------------------
Article 11
- ----------
- -- Provisions omitted -- Article 10 The former Article 11 shall read Article 10.
----------
(Exercise of voting rights by proxy) (Exercise of voting rights by proxy)
Article 12 Any of the shareholders may exercise Article 11 Any of the shareholders may exercise
- ---------- his voting rights by means of a proxy ---------- his voting rights by means of a proxy who is
who is also a shareholder of the Company. also a shareholder of the Company.
The said proxy must submit a power of The said shareholder or proxy must
attorney to vote to the Company. --------------
submit a power of attorney to vote to the
Company.
Articles 13 through 16 Articles 12 through 15
- ---------------------- ----------------------
- -- Provisions omitted -- The former Articles 13, 14, 15 and 16 shall
read Articles 12, 13, 14, and 15, respectively.
- -----------------------------------------------------------------------------------------------------------------------------------
27/35
- -----------------------------------------------------------------------------------------------------------------------------------
Present articles of incorporation Proposed changes
- -----------------------------------------------------------------------------------------------------------------------------------
(Election of directors) (Election of directors)
Article 17 Directors shall be elected at a general Article 16 Directors shall be elected at a
- ---------- meeting of shareholders. ---------- general meeting of shareholders.
Resolution for the election mentioned Resolution for the election mentioned
above shall be adopted by a majority above shall be adopted by a majority
vote of the shareholders present at the vote of the shareholders present at
meeting who hold shares representing not the meeting who hold voting rights
------ -------------
less than one-third of the total number representing not less than one-third
----------------
of shares issued. of the voting rights of all
----------------- ------------------------
Cumulative voting shall not be used in shareholders.
the election of directors. -------------
Cumulative voting shall not be used
in the election of directors.
Articles 18 through 23 Articles 17 through 22
- ---------------------- ----------------------
- -- Provisions omitted -- The former Articles 18, 19, 20, 21, 22, and 23
shall read Articles 17, 18, 19, 20, 21,
and 22, respectively.
(Election of auditors) (Election of auditors)
Article 24 Auditors shall be elected at a general Article 23 Auditors shall be elected at a general meeting
- ---------- meeting of shareholders. ---------- of shareholders.
Resolution for the election mentioned above Resolution for the election mentioned above
shall be adopted by a majority vote of the shall be adopted by a majority vote of the
shareholders present at the meeting who hold shareholders present at the meeting who hold
shares representing not less than one-third of voting rights representing not less than
------ -------------
the total number of shares issued. one-third of the voting rights of all
---------------------------------- ------------------------
shareholders.
-------------
Articles 25 through 30 Articles 24 through 29
- ---------------------- ----------------------
- -- Provisions omitted -- The former Articles 25, 26, 27, 28, 29, and 30
shall read Articles 24, 25, 26, 27, 28 and 29,
respectively.
(Dividends) (Dividends)
Article 31 Dividends shall be paid to the shareholders or Article 30 Dividends shall be paid to the shareholders or
- ---------- pledgees that are registered in the final list of ---------- pledgees that are registered or recorded in the
shareholders as of March 31 of each year. -----------
final list of shareholders as of March 31
of each year.
(Interim dividends) (Interim dividends)
Article 32 By resolution of the Board of Directors, the Article 31 By resolution of the Board of Directors, the
- ---------- Company may pay cash dividends (interim ---------- Company may pay cash dividends (interim
dividends) stated in Paragraph 5 of Article dividends) stated in Paragraph 5 of Article 293
293 of the Commercial Code to the of the Commercial Code to the shareholders or
shareholders or pledgees that are registered in pledgees that are registered or recorded in the
the final list of shareholders as of September 30 -----------
of each year. final list of shareholders as of September 30
of each year.
Articles 33 and 34 Articles 32 and 33
- ------------------ ------------------
- -- Provisions omitted -- The former Articles 33 and 34 shall read
Articles 32 and 33, respectively.
- -----------------------------------------------------------------------------------------------------------------------------------
28/35
AGENDA 4: Election of 13 directors
As the term of office of all the incumbent directors (11 persons) expires at the
end of this general meeting, we would request you to newly elect 13 directors.
The candidates for directorship are as follows.
- ------------------------------------------------------------------------------------------------------------------
Candidate Name Brief personal history No. of
number (date of birth) - Official capacity at other corporations Company's
shares held
- ------------------------------------------------------------------------------------------------------------------
Apr. 1957: Entered the Company
May 1975: Director of the Company
June 1980: Managing Director of the Company
Apr. 1981: Representative and Executive Managing Director
1 Hiroshi Hamada of the Company 33,781
(Apr. 28, 1933) Apr. 1983: President and Representative Director of the
Company
Apr. 1996: Chairman and Representative Director of the
Company (to date)
- ------------------------------------------------------------------------------------------------------------------
Apr. 1966: Entered the Company
May 1984: President and Director, Ricoh UK Products Ltd.
Apr. 1990: General Manager, Materials Procurement Division
of the Company
Masamitsu Sakurai June 1992: Director of the Company
2 (Jan. 8, 1942) Apr. 1993: President and Director, Ricoh Europe B.V. 6,000
June 1994: Managing Director of the Company
Mar. 1995: General Manager, Research & Development Division
Apr. 1996: President and Representative Director of the
Company (to date)
- ------------------------------------------------------------------------------------------------------------------
29/35
- ------------------------------------------------------------------------------------------------------------------
Candidate Name Brief personal history No. of
number (date of birth) - Official capacity at other corporations Company's
shares held
- ------------------------------------------------------------------------------------------------------------------
Apr. 1953: Entered the Company
June 1980: Director of the Company
June 1990: Managing Director of the Company
June 1994: Executive Managing Director of the Company
Jan. 1996: Executive Managing Director for Imaging Systems
Business Sector, General Manager, Imaging
Business Coordination Center and Production
Division
Haruo Kamimoto Apr. 1998: Executive Managing Director for Domestic/
3 (Jan. 12, 1938) Overseas Marketing and Environmental 23,747
Protection
June 2000: Executive Vice President of the Company (to
date)
Oct. 2001: Deputy President and Representative Director of
the Company (to date)
Responsible for SCM Structural Reform, CS &
Quality, Environment, Social Contribution,
Public Relations, etc. (to date)
- ------------------------------------------------------------------------------------------------------------------
Apr. 1960: Entered the Company
June 1983: Director of the Company
June 1990: Managing Director of the Company
June 1994: Executive Managing Director of the Company
Sep. 1995: General Manager, Finance & Accounting Division
Jan. 1996: Executive Managing Director for Corporate
Planning
Apr. 1997: Executive Managing Director for Personnel and
4 Tatsuo Hirakawa General Affairs 16,379
(Nov. 17, 1937) Apr. 1999: Executive Managing Director for Electronic
Devices Business
June 2000: Executive Vice President of the Company (to
date)
Oct. 2001: Deputy President and Representative Director of
the Company (to date)
Responsible for Corporate Planning, IR,
Accounting, Personnel, etc. (to date)
- ------------------------------------------------------------------------------------------------------------------
30/35
- ------------------------------------------------------------------------------------------------------------------
Candidate Name Brief personal history No. of
number (date of birth) - Official capacity at other corporations Company's
shares held
- ------------------------------------------------------------------------------------------------------------------
Apr. 1961: Entered the Company
Oct. 1979: General Manager, Sapporo Branch, Marketing
Division
Apr. 1990: General Manager, Finance and Accounting
Division
June 1992: Director of the Company
Sep. 1995: Chairman and Director, Gestetner Holdings PLC
(currently NRG Group PLC)
Naoto Shibata June 1996: Managing Director of the Company
5 (Dec. 16, 1938) Apr. 1997: Managing Director for Europe and Middle East 10,000
Marketing
Chairman and Director, Ricoh Europe B.V.
June 2000: Executive Managing Director of the Company (to
date)
Executive Vice President of the Company (to
date)
Apr. 2002: Responsible for Legal Affairs and Intellectual
Property (to date)
- ------------------------------------------------------------------------------------------------------------------
Apr. 1966: Entered the Company
Apr. 1987: President and Director, Ricoh Electronics, Inc.
June 1992: Director of the Company
Apr. 1993: General Manager, Information Systems Division
June 1997: Managing Director of the Company
Apr. 1998: General Manager for Production Business
Division (to date)
6 Kohichi Endo Apr. 1999: Managing Director for Disc Media and System 10,747
(Feb. 16, 1944) Products Business
June 2000: Executive Managing Director of the Company (to
date)
Executive Vice President of the Company (to
date)
Responsible for Production,
Materials Procurement, and IT/S (to date)
- ------------------------------------------------------------------------------------------------------------------
31/35
- ------------------------------------------------------------------------------------------------------------------
Candidate Name Brief personal history No. of
number (date of birth) - Official capacity at other corporations Company's
shares held
- ------------------------------------------------------------------------------------------------------------------
Apr. 1962: Entered the Company
Jan. 1990: Deputy General Manager, International
Operations Division
Apr. 1994: General Manager, International Operations
Division
June 1994: Director of the Company
7 Masami Takeiri Jan. 1996: Deputy General Manager, Marketing Division 11,933
(May 3, 1938) Apr. 1998: General Manager, International Marketing
Group (to date)
June 1998: Managing Director of the Company (to date)
June 2000: Executive Vice President of the Company (to
date)
Oct. 2001: Responsible for Overseas Marketing (to date)
- ------------------------------------------------------------------------------------------------------------------
Nov. 1972: Entered the Company
Apr. 1993: General Manager, PPC Business Dept., Image
Systems Business Division
June 1994: Director of the Company
Jan. 1996: General Manager, IPS Business Dept. and Image
Production Business Dept.
Apr. 1997: General Manager, IPP Business Dept.
Apr. 1998: Director for Image Systems Business and
Makoto Hashimoto General Manager, Image Systems Business
8 (Aug. 26, 1945) Division 8,000
June 1998: Managing Director of the Company (to date)
June 2000: Executive Vice President of the Company (to
date)
Oct. 2000: Company President of Personal Multimedia
Company (to date)
Responsible for Planning, Development, and
Design of Personal Multimedia Systems (to
date)
- ------------------------------------------------------------------------------------------------------------------
32/35
- ------------------------------------------------------------------------------------------------------------------
Candidate Name Brief personal history No. of
number (date of birth) - Official capacity at other corporations Company's
shares held
- ------------------------------------------------------------------------------------------------------------------
Apr. 1970: Entered the Company
Jan. 1987: President and Director, Hokkaido Ricoh
Company, Ltd.
July 1993: General Manager, Tokyo Branch, Image
Equipment Marketing Division., Marketing
Business Division
June 1994: Director of the Company
9 Masayuki Matsumoto Jan. 1996: Deputy General Manager, Marketing Division 4,000
(Dec. 10, 1944) Oct. 1998: Managing Director of the Company (to date)
General Manager, Marketing Group (to date)
June 2000: Executive Vice President of the Company (to
date)
Oct. 2001: Responsible for Domestic Marketing and
The Man (Ricoh Entreprenuer) Project
(to date)
- ------------------------------------------------------------------------------------------------------------------
Mar. 1953: Entered Nippon Life Insurance Company
July 1981: Director
Mar. 1984: Managing Director
Mar. 1987: Executive Managing Director
Mar. 1988: Senior Vice President and Representative
Josei Itoh Director
10 (May 25, 1929) July 1989: President and Representative Director 0
Sept. 1997: - Chairman and Representative Director (to
date)
June 2000: Director of the Company (to date)
Responsible for Comprehensive Business
Administration (to date)
- ------------------------------------------------------------------------------------------------------------------
33/35
- ------------------------------------------------------------------------------------------------------------------
Candidate Name Brief personal history No. of
number (date of birth) - Official capacity at other corporations Company's
shares held
- ------------------------------------------------------------------------------------------------------------------
Apr. 1955: Entered NHK (Japan Broadcasting Corporation)
Jan. 1969: Entered IBM Japan, Ltd.
Jan. 1969: Entered IBM Corporation
Oct. 1973: General Manager of Fujisawa Laboratory, IBM
Japan, Ltd.
Mar. 1977: Director of IBM Japan, Ltd.
11 Nobuo Mii Apr. 1990: Senior Vice President and Director of IBM 0
(July 4, 1931) Japan, Ltd.
June 1990: Vice President of IBM Corporation
Oct. 1997: - Managing Partner of Ignite Group (to date)
June 2000: Director of the Company (to date)
Responsible for Information Communication
Business and Technological Matters (to date)
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Apr. 1967: Entered the Company.
Apr. 1984: General Manager, Purchasing Department,
Second Copier Division
Apr. 1989: General Manager, Production
Oct. 1990: President and Director, Ricoh Electronics,
Inc.
12 Katsumi Yoshida Feb. 1996: Vice Chairman and Director, Ricoh Corporation 5,100
(Aug. 20, 1944) - Chairman and Director, Ricoh
Electronics, Inc. (to date)
Apr. 2000: - President and Director, Ricoh Corporation (to
date)
Apr. 2001: Executive Vice President of the Company
(to date)
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Apr. 1970: Entered the Company.
Apr. 1989: General Manager, Imaging Technology Research
Center, Imaging Business Group
Apr. 1994: General Manager, IPS Division Imaging Systems
Kiyoshi Sakai Business Group
13 (Dec. 25, 1945) Jan. 1996: General Manager, Corporate Planning Division 3,000
June 1996: Director of the Company
Apr. 1999: General Manager, Research and Development
Group (to date)
June 2000: Senior Vice President of the Company (to date)
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Note: 1. None of the above candidates have any special interests in the Company.
2. Mr. Josei Itoh and Mr. Nobuo Mii are candidates for outside
directorship provided for in Item 7-2 of Paragraph 2 of Article 188 of
the Commercial Code.
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AGENDA 5: Granting of retirement gratuities to a retired director
Mr. Masaaki Iida, managing director, retired on September 30, 2001. In
recognition of his service while in office and in accordance with the custom,
the Company has decided to grant to him a retirement gratuity based on the
Company's prescribed standard. The Board of Directors is requested to decide on
specific amount of the retirement gratuity, time and method of granting, etc.
A brief personal history of the retired director is given below.
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Name Brief personal history
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June 1994: Director of the Company
Masaaki Iida June 1998: Managing director of the Company
Sep. 2001: Retired from the office of managing director of the
Company.
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