Exhibit 1.3
(Translation)
SHARE HANDLING
REGULATIONS
ORIX CORPORATION
ORIX CORPORATION
SHARE HANDLING
REGULATIONS
CHAPTER I. GENERAL
PROVISIONS
Article
1. (Purpose)
The handling of Company shares and
related commissions shall be governed by these Regulations,
pursuant to Article 11 of the Articles of Incorporation.
Article 2. (Handling
Office and Liaison Office)
The following offices shall handle
business relating to shares of the Company:
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Transfer Agent:
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UFJ Trust Bank
Limited (“Yu Efu Jei Trust Bank Limited” in corporate
registration) 4-3, Marunouchi 1-chome, Chiyoda-ku, Tokyo
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Handling Location:
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Securities Agency Department of UFJ Trust Bank
Limited
(“Yu Efu Jei Trust Bank Limited” in
corporate registration)
4-3, Marunouchi 1-chome, Chiyoda-ku,
Tokyo
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Handling
Office:
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Securities Agency Department of UFJ Trust Bank
Limited
10-11, Higashi-suna 7-chome,
Koto-ku, Tokyo
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Liaison
Offices:
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All branch offices in Japan of UFJ Trust Bank
Limited, and
the main office and each branch and business
office in Japan
of The Nomura Securities Co.,
Ltd.
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Article 3. (Kinds of
Share Certificates)
1. The share certificates
to be issued by the Company shall be in nine (9) denominations of
one (1), five (5), ten (10), fifty (50), one hundred (100), five
hundred (500), one thousand (1,000), five thousand (5,000) and ten
thousand (10,000) shares; provided, however , that in
relation to shareholdings of less than one hundred (100) shares,
the Company may issue a share certificate in respect of such number
of shares.
2. Among the share
certificates provided for in the preceding paragraph, in relation
to share certificates in respect of less than one (1) Voting Unit
(provided for in Article 9 of the Articles of Incorporation)
(referenced in these Regulations as “Fractional Voting Unit
Shares”), shareholders may not request such share
certificates to be issued except pursuant to Article 20 (Reissuance
due to Defacement or Mutilation) or Article 23 (Reissuance due to
Invalidation of Share Certificates).
3. In relation to shares
in the name of the depository center, the Company may,
notwithstanding the preceding paragraph, and at the request of the
depository center, issue a share certificate in respect of a number
of shares other than as provided for in the preceding
paragraph.
Article 4. (Request,
Notification, Etc.)
1. All requests,
notifications or applications under these Regulations shall be made
in the forms prescribed by the Company, and shall be impressed with
the seal notified to the Company pursuant to Article 14.
2. If requests,
notifications or applications under these Regulations are made by
an attorney, then a document evidencing the authority thereof shall
be submitted, and if consent from a statutory curator or statutory
assistant is required, then a document evidencing such consent
shall be submitted.
3. In relation to any
request, notification or application under these Regulations, the
Company may when it deems necessary request submission of
certificates that the Company deems appropriate, or a guarantor, in
addition to the procedures provided by these
Regulations.
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CHAPTER II. TRANSFER OF
SHARES
Article 5. (Registration
of Transfer of Shares)
1. An application for
registration of a share transfer shall be made by submitting a
prescribed application form together with the relevant share
certificates.
2. An application to
register a transfer of shares that have been acquired by any means
other than assignment shall upon demand by the Company be made by
submitting a document evidencing the means of such
acquisition.
Article 6. (Registration
of Share Transfer prescribed for by Laws and
Regulations)
If it is necessary to comply with a
special procedure provided by laws and regulations in connection
with share transfers, an application shall be submitted together
with the relevant share certificates and a document evidencing
completion of the procedure.
CHAPTER III. REGISTER OF
SUBSTANTIAL SHAREHOLDERS
Article 7. (Notice of
Substantial Shareholders)
If a joint owner of depository share
certificates in respect of shares held in the name of the
depository center (referred to as a “Substantial
Shareholder” in these Regulations) applies for entry in the
Company register of Substantial Shareholders, he shall notify the
depository center or a participant controlling his account of his
name and address to be stated in the register, and other necessary
matters, and the depository center shall notify the Company’s
transfer agent as a Substantial Shareholder in accordance with
laws, ordinances and regulations and rules established by the
depository center.
Article 8. (Compilation
of Register of Substantial Shareholders)
The Company register of Substantial
Shareholders shall be compiled in accordance with the Substantial
Shareholder’s notices given by the depository center as
prescribed in Article 7.
Article 9. (Aggregation
of Register of Substantial Shareholders and Register of
Shareholders)
If the name and address of a
Substantial Shareholder entered in the register of Substantial
Shareholders is the same as the name and address of a shareholder
entered in the register of shareholders, then the number of shares
entered in the register of Substantial Shareholders and the number
of shares entered in the register of shareholders shall be
aggregated for the purpose of the exercise of that
shareholder’s rights.
CHAPTER IV. PLEDGE AND
TRUST
Article 10. (Registration
or Cancellation of Pledge)
1. If the registration,
amendment or cancellation of a pledge is requested in respect of
shares, a prescribed application form signed jointly by the pledger
and pledgee shall be submitted together with the relevant share
certificates.
2. Notwithstanding the
preceding paragraph, if a Substantial Shareholder requests
registration, amendment or cancellation of a pledge, he shall
notify the depository center or a participant controlling his
account, to that effect.
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Article 11. (Creation or
Cancellation of a Trust)
1. If the creation or
cancellation of a trust with respect to shares is requested, the
settler and trustee shall submit a prescribed application together
with the relevant share certificates.
2. Notwithstanding the
preceding paragraph, where a Substantial Shareholder requests the
creation or cancellation of a trust, he shall notify the depository
center or a participant controlling his account, to that
effect.
CHAPTER V. NON-POSSESSION OF
SHARE CERTIFICATES
Article 12. (Application
for Non-possession of Share Certificates)
In the event of an application for
non-possession of share certificates, an application form shall be
submitted together with the relevant share certificates;
provided, however , that if no share certificates have been
issued, submission of the relevant share certificates is not
required.
Article 13. (Request for
Issuance of Share Certificates Placed in Non-Possession
Status)
1. If a shareholder who
has previously made an application for non-possession of share
certificates requests the issue or return of those share
certificates, an application form shall be submitted in respect of
such request; provided, however , that if the Company does
not issue a share certificate in respect of the shares for which an
application for non-possession has been made, then issuance of
share certificates in respect of Fractional Voting Unit Shares may
not be requested.
2. With regard to the
preceding paragraph, the Company may request return of any notice
of receipt of an application for not possessing share certificates
that has been previously delivered or, alternatively, submission of
written statement (undertaking), and request submission of receipt
of share certificates.
CHAPTER VI.
NOTIFICATIONS
Article 14. (Notification
of Addresses, Names and Seal Impressions of Shareholders,
etc.)
1. Shareholders,
Substantial Shareholders, registered pledgees, or their legal
representatives shall give notification of their addresses, names
and seal impressions; provided, however , that a foreigner
may substitute his signature for the seal impression.
2. In the event of any
change in the matters referred to in the preceding paragraph,
notification of such change shall be given; provided,
however , that if the notified seal of a Substantial
Shareholder is changed, he shall immediately notify the transfer
agent of such change.
Article
15. (Notifications of Temporary Addresses of
Shareholders, etc. residing in Foreign Countries)
1. Shareholders,
Substantial Shareholders, registered pledgees or their legal
representatives who are residing in foreign countries shall, in
addition to the procedures prescribed in Article 14, appoint a
standing proxy who is resident in Japan, or determine a mailing
addresses for receipt of notices in Japan, and shall give notice
thereof.
2. The provisions of
Article 17 shall apply mutatis mutandis to replacement of a
standing proxy.
Article
16. (Representative of Legal
Entity)
In the event that the shareholder or
Substantial Shareholder is a legal entity, it must provide notice
identifying one (1) representative.
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In the event such representative is
replaced, a notification shall be submitted together with a
certified copy of the commercial register extract.
If joint representatives are
registered in respect of a legal entity, a prescribed power of
attorney for each representative shall be submitted in connection
with each exercise of a shareholder’s rights.
Article
17. (Representative of Joint
Shareholders)
Shareholders or Substantial
Shareholders who jointly own shares shall appoint one (1)
representative and provide notification regarding this
representative.
In the event such representative is
replaced, the notice provisions of this article shall
apply.
Article 18. (Amendment of
Register of Shareholders, Register of Substantial Shareholders and
Share Certificates)
In the event the register of
shareholders, the register of Substantial Shareholders or share
certificates are amended for any of the following reasons, a
notification shall be submitted together with documents evidencing
such reason; provided, however , that in the event that the
relevant share certificates have not been issued, submission of the
share certificates is not required:
(1) change of family name
or given name;
(2) appointment, change
or cancellation of a legal representative such as a person having
parental authority, a guardian, etc.;
(3) change of trade name
or name of a legal entity; and
(4) change in
organization of a legal entity.
2. In the event the
register of Substantial Shareholders is amended for any of the
above-mentioned reasons, a request for amendment shall be made
according to the regulations established by the depository
center.
3. If regulations
established by the de
