Exhibit 4.2
(TRANSLATION)
SHARE HANDLING
REGULATIONS
Amended August 24, 2004
KYOCERA CORPORATION
SHARE HANDLING
REGULATIONS
OF
KYOCERA
CORPORATION
CHAPTER I
GENERAL
PROVISIONS
Article 1. Purpose
The types of share certificates of
the Company, handling of the shares of the Company (including
registration of transfer of the shares, purchase of shares not
constituting a full unit and purchase to increase the number of
shareholding) and the fees therefor shall be governed by these
Regulations based upon Article 11 of the Articles of Incorporation;
provided, however, that handling of beneficial owners shall be
governed by the rules provided by the Japan Securities Depositary
Center (hereinafter referred to as “JASDEC”) in
addition to these Regulations.
Article 2. Transfer Agent
The Transfer Agent of the Company,
its share handling office and its intermediary share handling
offices shall be as follows:
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Transfer Agent:
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Daiko Clearing Services Corporation
4-6, Kitahama 2-chome, Chuo-ku,
Osaka
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Share handling office
of the Transfer Agent:
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Stock Transfer Department in the Principal
Office
of Daiko Clearing Services Corporation
4-6, Kitahama 2-chome, Chuo-ku,
Osaka
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Intermediary share
handling offices of the
Transfer Agent:
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Each branch office of
Daiko Clearing Services
Corporation
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Article 3. Denomination of Share
Certificates
1. Share certificates to be issued
by the Company shall be in denominations of any number of those
shares less than 100 shares, 100 shares, 500 shares, 1,000 shares
and 10,000 shares.
2. Except as provided in Article 21
(Re-issuance due to Loss), Article 21 (Re-issuance due to Stain or
Mutilation), Article 22 (Re-issuance due to Full Capacity of Share
Certificate) or Article 26 (Re-issuance due to Nullification of
Share Certificate) hereof, shareholders can not require the
issuance of the share certificates provided in the preceding
subparagraph representing a number of shares not constituting a
full unit as provided in Article 7 of the Articles of Incorporation
of the Company (hereinafter referred to as “shares not
constituting a full unit”).
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Article 4. Form of Request, Notification or
Application, etc.
1. The procedures in respect of any
request, notification or application to be made in connection with
the business entrusted to the Transfer Agent by the Company shall
be taken through the Transfer Agent.
2. Any request, notification,
application or petition under these Regulations shall be in a form
prescribed by the Company with the seal mentioned in Article 14
hereof.
3. In case any request,
notification, application or petition set forth in the preceding
subsection is made by proxy, such proxy shall present a document
evidencing his power, and if the consent of an assistant is
required, such proxy shall also present a document evidencing such
consent.
CHAPTER II
REGISTRATION OF TRANSFER,
ETC.
Article 5. Registration of
Transfer
1. In case of application for
registration of transfer of shares, an application therefor
accompanied by the share certificates shall be
submitted.
2. In case of application for
registration of transfer of shares acquired by reason other than
assignment, the applicant shall submit a document evidencing the
transfer in addition to taking the procedure set forth in the
preceding subsection.
Article 6. Registration of Transfer Subject to
Special Provisions of the Laws and Ordinances
In case any special procedure is
required by the laws and ordinances for transfer of shares, a
document evidencing the completion of such procedure shall be
submitted together with the application therefor and the share
certificates.
Article 7. Registration in Register of
Beneficial Owners
Registration or record shall be made
in the Register of Beneficial Owners based upon the notice from
JASDEC concerning the beneficial owners and the beneficial
ownership card.
Article 8. Certificate of Beneficial
Ownership
Each beneficial owner shall, through
a participant, submit the beneficial ownership card to the
Company.
Article 9. Aggregation
When the Company recognizes that a
shareholder registered or recorded in the Shareholders’
Register and a shareholder registered or recorded in the Register
of Beneficial Owners is identical based on the address and the name
of such shareholder, the number of shares held by such shareholder
shall be aggregated for the purpose of exercising
shareholders’ rights.
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CHAPTER III
REGISTRATION OF PLEDGE AND
INDICATION OF TRUST
Article 10. Registration or Cancellation of
Pledge
In case of application for
registration, alteration or cancellation of a pledge on shares, an
application therefor shall be submitted under the joint signatures
of the pledgor and the pledgee together with the share
certificates.
Article 11. Indication or Cancellation of Trust
Property
In case of application for
indication or cancellation of trust property on share certificates,
the trustor or the trustee shall submit an application therefor
together with the share certificates.
CHAPTER IV
NON-POSSESSION OF SHARE
CERTIFICATES
Article 12. Application for Non-Possession of
Share Certificates
In case of application for
non-possession of share certificates, an application therefor shall
be submitted together with the share certificates; provided that if
the share certificates have not been issued it is not necessary to
submit the share certificates.
Article 13. Application for Delivery of
Non-Possession Share Certificates
In case the shareholder having made
application for non-possession of share certificates requests
issuance or return of the share certificates, he shall submit an
application to that effect; provided, however, that in case the
share certificates are treated as not having been issued, he may
not request issuance of share certificates representing shares not
constituting a full unit.
CHAPTER V
VARIOUS
NOTIFICATIONS
Article 14. Notification of Names, Addresses and
Seal Impressions of Shareholders, etc
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1. Shareholders, beneficial owners
and registered pledgees or their legal representatives shall make
notification of their names, addresses and seal impressions;
provided, however, that foreigners who customarily use signatures
may substitute their specimen signatures for their seal
impressions.
2. The same procedure shall apply
when there is any change in the items notified under the preceding
paragraph.
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Article 15. Notification of Addresses Where
Non-Resident Shareholders, etc. Will Receive
Notices
1. In addition to the requirements
provided in the preceding Article, shareholders, beneficial owners
and registered pledgees or their legal representatives residing
abroad shall appoint their resident standing proxies in Japan or
designate their addresses in Japan where they will receive notices,
and shall make notification of such matters.
2. The preceding Article shall apply
mutatis mutandis to resident standing proxies.
Article 16. Representative of a
Corporation
1. In case a shareholder or a
beneficial owner is a juridical person, it shall make notification
of its representative.
2. When it changes its
representative, notification thereof shall be submitted together
with a certified excerpt from the commercial register.
Article 17. Representative of Co-owners of
Shares
1. Shareholders or beneficial owners
who own shares jointly shall appoint their representative and make
notification thereof.
2. The same procedure shall apply in
case of a change of such representative.
Article 18. Change in Shareholders’
Register, Register of Beneficial Owners and Share
Certificates
When a person desires to change the
description in the Shareholders’ Register, the Register of
Beneficial Owners or on share certificates for any of the following
reasons, a notification thereof shall be submitted together with
the share certificates and a document evidencing the reason
therefor; provided, however, that it is not necessary to submit the
share certificates if such share certificates have not been issued
and in case of change in the description in the Register of
Beneficial Owners.
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(1)
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Change of
surname or given name;
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(2)
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Appointment,
change or discharge of legal representative such as a person with
parental authority or a guardian;
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(3)
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Change of trade
name or name of juridical person; and
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(4)
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Change of
organization of juridical person.
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Article 19. Exception in respect of Various
Notifications by Beneficial Owner
In case of notification by a
beneficial owner set forth in this Chapter, such notification shall
be made through a participant; provided, however, that in case of a
change in the seal impression of the beneficial owner, notification
thereof need not be made through a participant.
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CHAPTER VI
RE-ISSUANCE OF SHARE
CERTIFICATES
Article 20. Re-issuance due to Division or
Consolidation
1. In case of application for
issuance of new share certificates by reason of division or
consolidation of share certificates, an application therefor shall
be submitted together with the share certificates.
2. An application for issuance of
share certificates representing shares not constituting a full unit
by reason of division or consolidation of share certificates may
not be made.
Article 21. Re-issuance due to Stain or
Mutilation
In case of application for issuance
of new share certificates by reason of stain or mutilation of share
certificates, an application therefor shall be submitted together
with the share certificates; provided, however, that if it is
difficult to ascertain the genuineness of the share certificates,
the provisions in Chapter VII shall apply.
Article 22. Re-issuance due to Full Capacity of
Share Certificate
In case the
