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Exhibit 1.2
(Translation)
SHARE HANDLING REGULATIONS
OF
RICOH COMPANY, LTD.
CHAPTER I. GENERAL PROVISIONS
(Purpose)
Article 1.
Pursuant to Articles 5 and 8 of the Articles of
Incorporation,
the types of share
certificates of the Company, handling procedures and
fees
related to the handling of
share certificates shall be governed by these
Regulations; provided,
however, that in addition to these Regulations, handling
procedures with respect to
the beneficial owners of the shares shall be governed
by the rules provided by
Japan Securities Depository Center Inc. (hereinafter
referred to as the
"Center").
(Transfer Agent)
Article 2. The
transfer agent of the Company, its handling office and
forwarding offices are as
follows:
Transfer Agent:
The Chuo Mitsui
Trust and Banking Company, Limited
33-1, Shiba
3-chome
Minato-ku,
Tokyo
Handling Office:
The Chuo Mitsui
Trust and Banking Company, Limited (Head Office)
33-1, Shiba
3-chome
Minato-ku,
Tokyo
Forwarding
Offices:
All branch
offices in Japan of The Chuo Mitsui Trust and Banking
Company,
Limited and the
head office and all branches offices in Japan of the
Japan
Securities
Agents Limited
(Types of Share
Certificates)
Article 3. The
share certificates to be issued by the Company shall be
in
the following seven (7)
denominations: one (1) share, five (5) shares, ten (10)
shares, fifty (50) shares,
one-hundred (100) shares, five-hundred (500) shares,
and one-thousand (1,000)
shares; provided, however, that share certificates
representing any number
of
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shares less than one-hundred
(100) shares may be issued by stating the number of
shares issued.
2. The shareholders shall not request the issuance of
share
certificates representing a
number of shares constituting less than one unit as
set forth in Article 6 of the
Articles of Incorporation (hereinafter referred to
as "Less-Than-One-Unit Share
Certificates"), except as provided in Articles 21,
22 and 26 hereof.
(Method of Request,
Notification and Application)
Article 4. The
procedures to submit a request, notification or
application
with respect to the
businesses delegated to the transfer agent by the
Company
shall be submitted to the
transfer agent.
2.
Any request, notification or application to be made under
these
Regulations shall be in the
form prescribed by the Company and shall be affixed
with the registered seal,
which seal impression has been registered with the
Company in accordance with
the provisions of Article 14 hereof.
3. In the case that any request, notification or application
hereunder
is made or given by a proxy,
a document evidencing the power of the proxy must
be presented. In the event
that any request, notification or application
requires the consent of a
curator or assistant, a document evidencing such
consent must be
presented.
CHAPTER II. REGISTRATION OF TRANSFER, ETC.
(Registration of
Transfer)
Article 5. In
the case of an application to register a transfer of
shares,
an application together with
the share certificates shall be submitted.
2. In the case of an application to register a transfer of shares
for
the reasons other than an
assignment, a document evidencing the acquisition
thereof shall be submitted in
addition to the application and the share
certificates; provided,
however, that in case that the share certificates have
not been issued, submission
of the share certificates thereof shall not be
required.
(Registration of Transfer
pursuant to Specific Procedures under the Statutes)
Article 6. In
the event that a specific procedure is required by the
statutes to register a
transfer of shares, an application together with the
share certificates and a
document evidencing the completion of such procedure
shall be
submitted.
(Registration in the Register
of Beneficial Owners)
Article 7.
Registering or recording in the Register of Beneficial
Owners
shall be made based upon the
notice from the Center relating to the beneficial
owners and the beneficial
ownership card.
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(Beneficial Ownership
Card)
Article 8.
Beneficial owners shall submit a beneficial ownership
card
through a
participant.
(Aggregation)
Article 9. In
the event that a shareholder registered or recorded in
the
Register of Shareholders is
recognized to be identical to a beneficial owner
registered or recorded in the
Register of Beneficial Owners 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 shareholder's rights.
CHAPTER III. REGISTRATION OF PLEDGE AND
INDICATION OF TRUST PROPERTY
(Registration or Cancellation
of Pledge)
Article 10. In
the case of an 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.
(Indication or Cancellation
of Trust Property)
Article 11. In
the case of an application for indication or cancellation
of
trust property on shares, the
trustor or the trustee shall submit an application
together with the share
certificates.
CHAPTER IV. NON-POSSESSION OF SHARE CERTIFICATES
(Requests of Non-Possession
of Share Certificates)
Article 12. In
the case of a request for the non-possession of share
certificates, such request
shall be submitted with the share certificates;
provided, however, that in
the case that the share certificates have not been
issued, submission of the
share certificates shall not be required.
(Application for Delivery of
Non-Possession Share Certificates)
Article 13. In
the case that a shareholder, who has made a request for
non-possession of share
certificates, requests for issuance or return of the
share certificates, such
shareholder shall be required to submit an application
to that effect; provided,
however, that in the case the share certificates are
treated as not having been
issued, such shareholder may not apply for issuance
of Less-Than-One-Unit Share
Certificates.
CHAPTER V. VARIOUS NOTIFICATIONS
(Notification of Name,
Address and Seal Impression of Shareholder, Etc.)
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Article 14.
Shareholders, Beneficial Owners and registered pledgees
or
their statutory
representatives shall provide a notification of their
names,
addresses and seal
impressions; provided, however, that foreigners may
substitute the seal
impression with a specimen of their signature.
2. The same procedures shall apply when there are any changes in
the
items notified under the
preceding paragraph.
(Notification of Addresses
where Shareholders Residing Abroad, etc. Receive
Notices)
Article 15. In
addition to the requirements provided for in the
preceding
Article, Shareholders,
Beneficial Owners and registered pledgees or their
statutory representatives
residing abroad shall appoint resident standing
proxies in Japan or provide
notification of the addresses in Japan where they
shall receive
notices.
2. The provisions in the preceding Article shall apply
MUTATIS
MUTANDIS to resident standing
proxies.
(Representative of a
Corporation)
Article 16. In
the case that a Shareholder or Beneficial Owner is a
corporation, notification of
one (1) representative of such corporation shall be
provided to the
Company.
2. When the representative has changed, a notification together
with a
certified excerpt from the
commercial register shall be submitted.
(Representative of
Joint-owners of Shares)
Article 17.
Shareholders or Beneficial Owners who own shares jointly
shall
appoint one (1)
representative and provide notification thereof with the
signatures of all of the
joint shareholders.
The same procedure shall apply in the case of a change in
such
representative.
(Change in Entries of the
Register of Shareholders, the Register of Beneficial
Owners and Share Certificates
due to a Change in Surname or Given Name, Etc.)
Article 18. When
a change is to be made in the entries in the Register of
Shareholders, 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 such fact; provided,
however, that submission of
the share certificates shall not be required if such
share certificates have not
been issued or in the case of a change in the
entries in the Register of
Beneficial Owners:
1. Change in the
surname or given name;
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2. Appointment,
change or discharge of statutory representatives
such as a person with parental authority or a guardian,
etc.;
3. Change in the
trade name or corporate name; and
4. Change in the
organization of a legal entity.
(Exception for Various
Notifications by Beneficial Owners)
Article 19. In
the case of a notification by a Beneficial Owner set
forth
in this Chapter, such
notification shall be made through a participant;
provided, however, that in
the case of only a change in the seal impression of
the Beneficial Owner, such
notification need not be made through a participant.
CHAPTER VI. RE-ISSUANCE OF SHARE CERTIFICATES
(Re-issuance of Share
Certificates due to Split or Consolidation)
Article 20. In
the case of an application for the issuance of new share
certificates due to the
consolidation of share certificates, an application
thereof shall be submitted
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