Exhibit 1(d)
[Translation]
SHARE HANDLING
REGULATIONS
MITSUBISHI TOKYO FINANCIAL GROUP,
INC.
CHAPTER
I. GENERAL PROVISIONS
Article
1. (Purpose)
The denominations of share
certificates of the Company and the handling with respect to shares
and fractional shares, and fees therefor shall be governed by these
Regulations in accordance with Articles 10 of the Articles of
Incorporation. Provided, however, that the handling of beneficial
shareholders shall be governed by the provisions as prescribed by
Japan Securities Depository Center, Inc. (hereinafter referred to
as the “Center”) as well as by these
Regulations.
Article 2. (Transfer
Agent)
All businesses related to shares and
fractional shares of the Company shall be handled by the transfer
agent. The Company’s transfer agent, its place of business
and forwarding offices shall be as follows:
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Transfer Agent:
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The Mitsubishi Trust and Banking Corporation
4-5, Marunouchi 1-chome, Chiyoda-ku,
Tokyo
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Place of Business:
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The Mitsubishi
Trust and Banking Corporation
Securities Agency
Division
4-5, Marunouchi 1-chome, Chiyoda-ku,
Tokyo
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Forwarding Offices:
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All branch
offices in Japan of The Mitsubishi
Trust and Banking Corporation
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Article 3. (Denominations
of Share Certificates)
Share certificates to be issued by
the Company shall be in three (3) denominations of one
(1) share, ten (10) shares and one hundred
(100) shares. Provided, however, that a share certificate
indicating any number of shares other than those mentioned above
may be issued, if necessary.
Article 4. (Method of
Application, Notification, Etc.)
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1.
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Application,
notification, request or notice pursuant to these Regulations shall
be made in the form prescribed by the Company, bearing the seal
impressions notified pursuant to the provisions of Article 16
hereof.
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2.
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In case any
application, notification, request or notice as described in the
preceding paragraph is made by proxy, a document evidencing the
power of representation; and in case consent of a curator or an
assistant is required, a document evidencing such consent shall be
submitted.
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Article
5. (Certificates)
In case the Company deems it
necessary, the Company may request certificates, etc. to be
submitted related to any application, notification, request or
notice pursuant to these Regulations.
CHAPTER
II. REGISTRATION OF TRANSFER OF
SHARES
Article 6. (Registration
of Transfer of Shares Acquired by Assignment)
In case of an application for the
registration of transfer of shares acquired by assignment, a
written application shall be submitted together with the share
certificates concerned.
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Article 7. (Registration
of Transfer of Shares Acquired for Reason Other Than
Assignment)
In case an application for the
registration of transfer of shares is made for any reason other
than assignment, such as inheritance, corporate merger, etc., a
written application and the share certificates concerned shall be
submitted together with a document evidencing the reason for such
acquisition. Provided, however, that in case no share certificates
concerned have been issued, the submission of share certificates
shall not be required.
Article 8. (In Case
Particular Procedures Are Required by Laws and
Regulations)
If any particular procedures are
required to be followed by laws and regulations in connection with
the transfer of shares provided for in preceding two Articles, a
written application and the share certificates concerned shall be
submitted together with a document evidencing the completion of
such procedures.
Article 9. (Ledger of
Fractional Shares)
In case of application for change in
the contents or record of the ledger of fractional shares for any
reason other than assignment, the provision of Article 7 shall
apply mutatis mutandis .
CHAPTER
III. BENEFICIAL SHAREHOLDERS’
REGISTER
Article 10. (Entries in
Beneficial Shareholders’ Register)
Entries or record in the beneficial
shareholders’ register shall be made pursuant to the notice
concerning the beneficial shareholder tendered by the Center and
the beneficial shareholder’s form designated by the
Center.
Article
11. (Consolidation)
In case a shareholder entered or
recorded in the shareholders’ register and a beneficial
shareholder entered or recorded in the beneficial
shareholders’ register are identified as the same person
according to the address and name, the number of shares of each of
such shareholders shall be added up for the purpose of the exercise
of the shareholder’s rights.
CHAPTER
IV. PLEDGES AND TRUST
Article 12. (Registration
of Pledges, Transfer or Cancellation Thereof)
In case of an application for the
registration of pledges on shares, transfer or cancellation
thereof, a written application with the names and seals of both
pledgor and pledgee affixed thereto shall be submitted together
with the share certificates concerned.
Article 13. (Recordation
of Shares Held in Trust or Cancellation Thereof)
In case of an application for the
recordation of shares held in trust or cancellation thereof, a
written application shall be submitted either by a settlor or a
trustee together with the share certificates concerned.
CHAPTER
V. ELECTION NOT TO POSSESS SHARE
CERTIFICATES
Article 14. (Notice of
Election not to Possess Share Certificates)
In case a notice of election not to
possess share certificates is made, a written notice shall be
submitted together with the share certificates concerned. Provided,
however, that in case no share certificates concerned have been
issued, the submission of share certificates shall not be
required.
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Article 15. (Application
for Issuance of Unpossessed Share Certificates)
In case a shareholder who has given
a notice of election not to possess share certificates applies for
the issuance of such share certificates, a written application
stating such effect shall be submitted.
CHAPTER
VI. NOTIFICATIONS
Article 16. (Notification
of Address, Name and Seal Impression)
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1.
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Shareholders,
beneficial shareholders and registered pledgees or their statutory
agents shall notify the Company of their addresses, names and seal
impressions. Provided, however, that foreigners may substitute
their specimen signatures for seal impressions.
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2.
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In case of a
change in the matters notified pursuant to the preceding paragraph,
such change shall be notified.
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Article 17. (Notification
of Shareholders, etc. Residing in Foreign Countries)
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1.
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Shareholders,
beneficial shareholders and registered pledgees or their statutory
agents residing in foreign countries shall, in addition to the
procedures set forth in the preceding Article, appoint their
standing proxies in Japan or designate their mailing addresses in
Japan for receiving notices and notify the Company
thereof.
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2.
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The provisions
of the preceding Article shall apply mutatis mutandis
to standing proxies.
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Article
18. (Representative of
Corporation)
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1.
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In case a
shareholder, a beneficial shareholder or a registered pledgee is a
corporation, a representative of such corporation shall be
notified.
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2.
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In case of a
change of the representative notified pursuant to the preceding
paragraph, a written notification shall be submitted together with
an extract copy of the commercial register.
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Article
19. (Representative of Co-owned
Shares)
Shareholders or beneficial
shareholders who co-own shares shall appoint a representative on
their behalf and submit a notification thereof with the names and
seals of all the co-owners affixed thereto. The same shall apply to
any change in the representative.
Article
20. (Representative of Unincorporated
Association)
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1.
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In case a
shareholder, a beneficial shareholder or a registered pledgee is an
unincorporated association, a representative of such association
shall be notified.
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2.
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In case of a
change of the representative notified pursuant to the preceding
paragraph, a written notification thereof shall be
submitted.
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Article 21. (Change in
Family Name, Given Name or Trade Name, etc.)
In case of any change in entries in
the shareholders’ register or in the beneficial
shareholders’ register and in indication on share
certificates for any of the following reasons, a written
notification shall be submitted together with the share
certificates concerned and a document evidencing the relevant fact.
Provided, however, that in case no share certificates concerned
have been issued and in case of any change in entries in the
beneficial
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shareholders’ register, the submission of
share certificates shall not be required.
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(1)
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Change in
family name or given name;
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(2)
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Establishment
of, alteration in, or discharge of a person in parental authority,
a guardian and any other statutory agents;
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(3)
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Change in trade
name or corporate name; and
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(4)
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Change in
corporate organization.
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Article 22. (Method for
Notifications by Beneficial Shareholders)
Any notification to be made by a
beneficial shareholder or a statutory agent thereof as provided for
in this Chapter shall be made through a participant (hereinafter
referred to as the “Participant”) in the Center.
Provided, however, that change of notified seal impression shall
not required to be notified through the Participant.
Article 23. (Application
mutatis mutandis to Holders of Fractional
Shares)
The provisions of Article 16 to
Article 21 shall apply mutatis mutandis to the
holders of fractional shares registered or recorded in the ledger
of fractional shares.
CHAPTER
VII. REGISTRATION OF LOSS OF SHARE
CERTIFICATES
Article 24. (Request for
Registration of Loss of Share Certificates)
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1.
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In case of
request for the registration of the loss of share certificates, a
written request in the form prescribed by the Company shall be
submitted together with a document evidencing the fact of the loss
of share certificates.
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2.
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In case a
person requesting for the registration of the loss of share
certificates is not a shareholder or registered pledgee of the
shareholders’ register, a written request shall be submitted
together with a document evidencing that such person held the share
certificates concerned and a document identifying himself/herself
as the same person, in addition to the documents required in the
preceding paragraph.
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Article 25. (Request for
Cancellation of Registration of Loss of Share
Certificates)
In case the person having requested
the registration of the loss of share certificates discovers such
share certificates, request for cancellation for the registration
of the loss of share certificates has to be submitted in the
written form prescribed by the Company.
Article 26. (Request for
Objection to Registration of Loss of Share
Certificates)
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1.
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In case of
request for the objection to the registration of the loss of share
certificates, a written request in the form prescribed by the
Company shall be submitted together with the share certificates
concerned.
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2.
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In case a
person requesting the objection to the registration of the loss of
share certificates is not a shareholder or registered pledgee of
the shareholders’ register, a written request shall
be
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