RNS Number:9105N
Mitsubishi Corporation
24 July 2003
Mitsubishi Corporation
2-6-3 Marunouchi, Chiyoda-ku, Tokyo, JAPAN 100-8086
Investor Relations Office
Phone: +81-3-3210-8580 Fax:+81-3-3210-8583
July 24, 2003
Share Handling Regulations of Mitsubishi Corporation
Please find attached our new share handling regulations effective as of June 27,
2003. There are amendments in the following sections.
Chapter X (Purchase by the Company of Fractional Shares Less than One Unit
Stock)
- Article XXXIII (Payment of purchase cost)
Chapter XI (Additional Purchase of Certificates Indicating Fractions of One Unit
Stock)
- Article XXXV (Application for additional purchase of certificates
indicating fractions of one unit stock)
- Article XXXVI (Effective date of an application for an additional
purchase)
- Article XXXVII (Request for additional purchase of shares surpassing the
balance of the treasury stock),
- Article XXXVIII (Decision regarding the additional purchase cost)
- Article XXXIX (Receipt of the additional purchase cost and transfer of
additional purchase shares)
- Article XXXX (Settlement of accounts regarding the approximate calculation
cost for the additional purchase)
- Article XXXXI (Handling of Insufficiency in Additional Purchase Cost)
- Article XXXXII (Sending a share certificate)
- Article XXXXIII (Stoppage of receiving additional purchase applications)
The other articles remain unchanged.
# # #
SHARE HANDLING REGULATIONS
MITSUBISHI CORPORATION
SHARE HANDLING REGULATIONS
OF
MITSUBISHI CORPORATION
(TRANSLATION)
CHAPTER I General Provisions
ARTICLE I (Purpose of the regulations)
The procedures and the fees in connection with the handling of shares of the
Company shall be governed by these Regulations which have been adopted by a
resolution of the Board of Directors pursuant to the provisions of Articles VII,
VIII and IX of the Articles of Incorporation of the Company. However, the
procedures in connection with the handling of beneficial shareholders shall be
governed by the regulations which have been adopted by the Japan Securities
Depository Center, Incorporated (such center shall be hereinafter referred to as
gJASDECh), as well as by these Regulations hereof.
ARTICLE II (Transfer agent, share handling office and share handling agents)
The handling of shares of the Company shall be carried out by the Transfer Agent
named below at its Share Handling Office mentioned below, and the following
offices may be used as agents for the acceptance of share certificates for
transmittal to the Share Handling Office:
Transfer Agent:
The Mitsubishi Trust and Banking Corporation
4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo, Japan
Share Handling Office of Transfer Agent:
The Mitsubishi Trust and Banking Corporation
Stock Transfer Agency Department
4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo, Japan
Share Handling Agents of Transfer Agent:
All branches of The Mitsubishi Trust and Banking Corporation in Japan
ARTICLE III (Method of application, notification, election or request)
1. Any application, notification, election or request under these
Regulations shall be made on such forms as stipulated by the Company and shall
bear a seal impression registered in accordance with the provisions of Article
XVI hereof.
2. In any case where an application, notification, election or request
based on these Regulations is made by proxy, a document establishing the power
of representation shall be submitted. In any case where an application,
notification, election or request based on these Regulations requires a consent
of legal representative or requires another necessary personfs consent, a
document establishing such consent shall be submitted.
CHAPTER II Denomination of Share Certificates
ARTICLE IV (Denomination of share certificates)
1. All share certificates of the Company shall be in denominations of
one (1) share certificates, five (5) share certificates, ten (10) share
certificates, fifty (50) share certificates, one hundred (100) share
certificates, five hundred (500) share certificates, one thousand (1,000) share
certificates, ten thousand (10,000) share certificates, one hundred thousand
(100,000) share certificates, and one million (1,000,000) share certificates.
2. In addition to the above denominations of share certificates, a
certificate indicating a specific number of shares may be issued for shares less
than one thousand (1,000).
3. Among the share certificates to be issued by the Company, no share
certificate indicating a number of shares less than 1,000 shares (such share
certificate shall be hereinafter referred to as a gFractional Share Certificateh
and such shares shall be hereinafter referred to as gFractional Shares Less than
One Unit Stockh) shall be issued except in those cases described in Articles
XXVIII, XXIX and XXX hereof and in case the Company deems such issuance
necessary.
CHAPTER III Entry of Transfer of Shares
ARTICLE V (Entry of a transfer in the register of shareholders due to
assignment of shares or reasons similar thereto)
1. When applying for an entry of a transfer of shares in the register
of shareholders due to assignment, an application therefor shall be submitted
accompanied by the share certificate concerned.
2. When applying for an entry of a transfer of shares in the register
of shareholders due to auction, public auction, payment in kind and any other
reasons similar to assignment, an application therefor shall be submitted
accompanied by the share certificate concerned and a document establishing the
reason for such application.
ARTICLE VI (Entry of a transfer in the register of shareholders for reasons
other than assignment)
When applying for an entry of a transfer of shares in the register of
shareholders due to inheritance, legacy, merger of companies or any other
reasons except assignment, an application therefor shall be submitted
accompanied by the share certificate concerned and a document establishing the
reason for such application. However, submission of a share certificate shall
not be required where none has been issued.
ARTICLE VII (Entry of a transfer in the register of shareholders where special
requirements are provided for by law or regulation)
Where particular procedures are required by law or regulation in applying for an
entry of a transfer of shares in the register of shareholders described in the
preceding two Articles, an application therefor shall be submitted accompanied
by the share certificate concerned and a document evidencing the fulfillment of
such procedures required by law or regulation.
ARTICLE VIII (Consolidation into a share certificate indicating 1,000 shares)
In those cases where not less than two Fractional Share Certificates for which
an application is made for an entry of a transfer of shares in the register of
shareholders aggregate 1,000 shares or more, such Fractional Share Certificates
shall be consolidated into one or more share certificates in denomination of
1,000 shares unless the assignee requests otherwise.
CHAPTER IV Register of Beneficial Shareholders
ARTICLE IX (Entry or record in the register of beneficial shareholders)
The entry or record in the register of beneficial shareholders shall be made
based on the notice from JASDEC concerning beneficial shareholders and
beneficial shareholdersf registration cards the form of which has been prepared
by JASDEC.
ARTICLE X (Beneficial shareholdersf registration cards)
Beneficial shareholders shall submit beneficial shareholdersf registration cards
through participants in the system of Central Depository and Book-Entry Delivery
for Share Certificates and Other Securities (such participant shall be
hereinafter referred to as gParticipanth).
ARTICLE XI (Identification of the same shareholder)
In case a shareholder registered or recorded in the register of shareholders and
a beneficial shareholder registered or recorded in the register of beneficial
shareholders are regarded as the same person based on their addresses and names,
the number of shares registered or recorded in the register of shareholders and
that of shares registered or recorded in the register of beneficial shareholders
shall be aggregated for the purpose of exercise of the right of shareholders.
CHAPTER V Pledge and Trust
ARTICLE XII (Registration, change and cancellation of a pledge)
When applying for a registration, change or cancellation of a pledge on shares,
both pledgor and pledgee shall affix their signatures to and submit the
application therefor accompanied by the share certificate concerned.
ARTICLE XIII (Indication and cancellation of trust assets)
When an application is made for indication or cancellation of trust assets on
shares, the trustor or the trustee shall submit an application therefor
accompanied by the share certificate concerned.
CHAPTER VI Non-Possession of Share Certificate
ARTICLE XIV (Election to decline possession of a share certificate)
When a shareholder elects to decline possession of a share certificate, a form
for such election shall be submitted accompanied by the share certificate
concerned. However, submission of a share certificate shall not be required
where none has been issued.
ARTICLE XV (Application for delivery of a share certificate of which a
shareholder elected to decline possession)
When a shareholder who has once elected to decline possession of a share
certificate shall apply for issuance of such certificate, an application
therefor shall be submitted. However, no shareholder shall be entitled to apply
for delivery of a Fractional Share Certificate.
CHAPTER VII Notifications
ARTICLE XVI (Notification of shareholderfs name, address and seal impression,
etc.)
1. Shareholders, beneficial shareholders and pledgees, or their legal
representatives, shall file with the Company their names, addresses and seal
impressions. However, foreigners may substitute their signatures for seal
impressions.
2. The Company shall also be notified of any change in matters of
notification provided for in the preceding paragraph.
ARTICLE XVII (Notification of proxies of shareholders resident in foreign
countries, etc.)
1. Shareholders, beneficial shareholders and pledgees, or their
legal representatives, resident in foreign countries shall be required, in
addition to the procedures described in the preceding Article, to appoint
standing proxies in Japan and shall notify the Company of such proxies.
2. The provisions described in the preceding Article
shall apply to the standing proxies appointed pursuant to the preceding
paragraph mutatis mutandis.
ARTICLE XVIII (Representative of a corporation)
1. Where a shareholder or a beneficial shareholder is a corporation,
such shareholder shall appoint one person as its representative and notification
thereof shall be made to the Company. In case of a change of the representative
of such shareholder, notification thereof shall be submitted accompanied by an
excerpt copy of the company register or similar document.
2. In case a shareholder is a corporation which is jointly
represented by two or more representatives, such shareholder shall appoint one
person as its representative and notification thereof shall be made to the
Company to which the signatures of all the representatives have been jointly
affixed. The same procedure shall apply in case of any change of the
representative.
ARTICLE XIX (Representative of joint shareholders)
Where shares are jointly owned, such joint shareholders or beneficial
shareholders shall appoint one person as their representative and notification
thereof shall be made to the Company to which the signatures of all the joint
shareholders or beneficial shareholders have been affixed. The same procedure
shall apply in case of any change of the representative.
ARTICLE XX (Representative of an unincorporated association)
Where a shareholder or a beneficial shareholder is an unincorporated
association, such shareholder shall appoint one person as its representative and
notification thereof shall be made to the Company. The same procedure shall
apply in case of any change of the representative.
ARTICLE XXI (Change in the register of shareholders, the register of beneficial
shareholders and indications on share certificate)
1. If an application for a change in the register of shareholders or
indications on a share certificate is made for any of the following reasons,
such application shall be accompanied by the share certificate concerned and an
appropriate document which certifies such reason:
(1) change of family name or given name;
(2) establishment, change or cancellation of legal representative such as
parental authority, guardianship, etc;
(3) change of trade name or name of corporate body; or
(4) change in corporate organization.
However, submission of a share certificate shall not be required where none has
been issued.
2. If an application for a change in the register of beneficial
shareholders is made for any of the reasons described in the preceding
paragraph, such application shall be evidenced by an appropriate document.
ARTICLE XXII (Special treatment regarding notifications by beneficial
shareholders)
When giving notifications described in Chapter VII hereof, beneficial
shareholders or their legal representatives shall give such notifications
through Participants. However, in case of change of the registered seal
impression only, they may do so not through Participants.
CHAPTER VIII Registration of the Loss of a Share Certificate
ARTICLE XXIII (Request for registering the loss of a share certificate)
1. When requesting the registration of the loss of a share
certificate, a request sheet therefor shall be submitted accompanied by a
document establishing the fact of such loss.
2. If the requestor is not a shareholder or registered pledgee
recorded in the register of shareholders, the documents mentioned in the
preceding paragraph shall be submitted accompanied by a document establishing
the possession of the share certificate concerned and a document confirming the
identity of the requestor.
ARTICLE XXIV (Request for deleting the loss of share certificate registration)
If a person who registered the loss of a share certificate finds such share
certificate, that person shall request deletion of the loss of a share
certificate registration.
.
ARTICLE XXV (Request for objecting to the loss of a share certificate
registration)
1. When requesting an objection to the registration of the loss of a
share certificate, a request form shall be submitted accompanied by the share
certificate concerned.
2. If the requestor objecting to the said registration is not a
shareholder or registered pledgee recorded in the register of shareholders, the
document mentioned in the preceding paragraph shall be submitted accompanied by
a document confirming the identity of the requestor.
ARTICLE XXVI (Changes in an entry or recorded matter in the lost share
certificate register)
If a lost share certificate registrant is to change an entry or recorded matter
in the lost share certificate register, the provisions from Article XVI to
Article XXI herein shall be applied mutatis mutandis.
CHAPTER IX Re-Issue of Share Certificate
ARTICLE XXVII (Re-issue of a share certificate due to division or consolidation)
When requesting issuance of a new share certificate due to division or
consolidation of share certificates, an application therefor shall be submitted
accompanied by the share certificates concerned. However, Fractional Share
Certificates shall not be issued in these cases.
ARTICLE@XXVIII (Re-issue of a share certificate due to the lapse of the
previous share certificate)
When applying for issuance of a new share certificate due to the lapse of a
share certificate, an application therefor shall be submitted.
ARTICLE@XXIX (Re-issue of a share certificate due to defacement or mutilation)
When applying for issuance of a new share certificate due to the defacement or
mutilation of a share certificate, an application therefore shall be submitted
accompanied by the share certificate concerned. However, in cases where the
defacement or mutilation is of such an extent that the authenticity of the share
certificate cannot be determined, the procedure for the loss of a share
certificate registration shall be followed.
ARTICLE XXX (Re-issue of a share certificate due to lack of assignees columns)
When the assignees columns have been completely filled in on any share
certificate, such share certificate shall be withdrawn and a new share
certificate shall be issued in place thereof.
CHAPTER X Purchase by the Company of Fractional Shares Less than One Unit Stock
ARTICLE XXXI (Application for purchase of Fractional Shares Less than One Unit
Stock)
1. When applying for the purchase by the Company of Fractional
Shares Less than One Unit Stock, an application therefor shall be submitted
accompanied by the share certificate concerned. However, submission of a share
certificate shall not be required where none has been issued.
2. In case beneficial shareholders apply for the purchase described
in the preceding paragraph, such application shall be made through Participants
and JASDEC.
ARTICLE XXXII (Decision of purchase cost)
1. The purchase cost of Fractional Shares Less than One Unit Stock
shall be the amount obtained by multiplying the closing price for shares of the
Company on the Tokyo Stock Exchange on the day when the application was
submitted to the Share Handling Office or any Share Handling Agent of Transfer
Agent described in Article II hereof (such closing price shall be hereinafter
referred to as the gUnit Priceh and such day shall be hereinafter referred to as
the gApplication Dayh) by the number of shares to be purchased. However, in case
there was no trading of the shares of the Company on the Tokyo Stock Exchange on
the Application Day, the Unit Price shall be the opening price for shares of the
Company on the next following day on which such shares are traded on the Tokyo
Stock Exchange.
2. In case an application for purchase is made by mail, such an
application shall be deemed to have been made on the day when said mail reached
the Share Handling Office or any Share Handling Agent described in Article II
hereof. Should said application reach the Share Handling Office or any Share
Handling Agent after the close of business hours, such application shall be
deemed to be made on the next following business day.
ARTICLE XXXIII (Payment of purchase cost)
1. The Company shall pay the net result obtained by deducting the
handling fees described in Item (4) of Article XXXXIV hereof from the purchase
cost calculated in accordance with Article XXXII hereof to the applicant within
six (6) business days from the day when the purchase cost was determined.
2. With respect to the procedure described in the preceding
paragraph, if the purchase cost includes the value of any rights to dividends,
rights to division of shares or pre-emptive rights for new shares, the Company
shall pay the purchase cost by the Record Date or the Allotment Date decided by
the Company.
ARTICLE XXXIV (Transfer of Fractional Shares Less than One Unit Stock
purchased)
Transfer of title from the applicant to the Company of any Fractional Shares
Less than One Unit Stock purchased shall become effective as of the day on which
the Company has paid the purchase cost in full or satisfied the procedures for
payment in accordance with the preceding Article. Should the applicant fail to
receive the purchase cost on the payment day designated by the Company upon
receipt of the application in accordance with the preceding Article, the
transfer of title of said Fractional Shares Less than One Unit Stock shall
nonetheless be deemed to have become effective as of the said payment day.
CHAPTER XI Additional Purchase of Certificates Indicating Fractions of One Unit
Stock
ARTICLE XXXV (Application for additional purchase of certificates indicating
fractions of One Unit Stock)
1. When applying for additional purchases of Fractional Shares Less
than One Unit Stock, an application therefor shall be submitted, accompanied by
the share certificate concerned and the estimated cost of the additional
purchase to be set by the Company. However, submission of a share certificate
shall not be required where none has been issued.
2. When beneficial shareholders apply for an additional purchase
described in the preceding paragraph, such application shall be made through
Participants and JASDEC. In this case, payment of the estimated cost of the
additional purchase shall be implemented with Article XXXVI, Paragraph 2,
applied mutatis mutandis.
ARTICLE XXXVI (Effective date of an application for an additional purchase)
1. An application for an additional purchase shall become effective
on the day the additional purchase application and the estimated cost of the
additional purchase are submitted to the Share Handling Office or any Share
Handling Agent of the Transfer Agent described in Article II hereof. This day
shall be hereinafter referred to as the gAdditional Purchase Application Day.h
2. If an application for additional purchase is made by mail, the
additional purchase applicant shall pay the estimated cost of the additional
purchase into the bank account or mail transfer account specified by the
Company. In this case, the Additional Purchase Application Day shall be the day
when the said mail reaches the Share Handling Office or any Share Handling Agent
of the Transfer Agent described in Article II hereof (or the next business day,
if the application arrives after the close of business hours) or the day of the
payment of the approximate calculation cost for the additional purchase into the
bank/mail transfer account, whichever is the later.
ARTICLE XXXVII (Request for additional purchase of shares surpassing the balance
of the treasury stock)
If the total shares applied for additional purchase on any day surpasses the
number of shares of treasury stock available for assignment, no application for
an additional purchase on the said day shall become effective.
ARTICLE XXXVIII (Decision regarding the additional purchase cost)
The additional purchase cost for Fractional Shares Less than One Unit Stock
shall be the amount obtained by multiplying the closing price for shares of the
Company on the Tokyo Stock Exchange on the Additional Purchase Application Day
(such closing price shall be hereinafter referred to as the gAdditional Purchase
Unit Priceh) by the number of shares to be additionally purchased. However, if
no trading of the Company shares on the Tokyo Stock Exchange takes place on the
Additional Purchase Application Day, the Additional Purchase Unit Price shall be
the opening price for shares of the Company on the next day on which Company
shares are traded on the Tokyo Stock Exchange.
ARTICLE XXXIX (Receipt of the additional purchase cost and transfer of
additional purchase shares)
1. The Company shall receive the total of the additional purchase
cost calculated based on procedures described in the preceding Article and the
handling fees stipulated in Article XXXXIV, Item (5) (the total shall be
hereinafter referred to as the gAdditional Purchase Costh) from the estimated
cost of the additional purchase from the additional purchase applicant within
seven (7) business days from the day the Additional Purchase Cost is determined
(or the date of submission of an insufficient amount in the case of a demand
described in Article XXXXI, Paragraph 1, hereof).
2. With regard to the procedure described in the preceding
paragraph, if the Additional Purchase Cost includes the value of any rights to
dividends, rights to division of shares or pre-emptive rights for new shares,
the Company shall receive the Additional Purchase Cost by the Record Date or the
Allotment Date.
3. The title for additionally purchased shares shall be transferred
from the Company to the additional purchase applicant as of the day on which the
Company receives the Additional Purchase Cost.
ARTICLE XXXX (Settlement of accounts regarding the approximate calculation cost
for the additional purchase)
After the completion of the title transfer described in the preceding Article,
paragraph 3, the Company shall promptly return the amount, if any, derived by
deducting the Additional Purchase Cost from the estimated cost of the additional
purchase to the additional purchase applicant.
ARTICLE XXXXI (Handling of Insufficiency in Additional Purchase Cost)
1. If the estimated cost of the additional purchase is less than the
Additional Purchase Cost, the Company shall demand payment of the shortage
amount from the additional purchase applicant.
2. Should the shortage portion of the Additional Purchase Cost not
be provided within six (6) business days from the day of the payment demand
described in the preceding paragraph, the said additional purchase application
shall be cancelled.
3. In the event an additional purchase application is cancelled
pursuant to the preceding paragraph, the Company shall promptly return the
estimated cost of the additional purchase to the additional purchase applicant.
ARTICLE XXXXII (Sending a share certificate)
The Company shall promptly issue a share certificate for shares that have become
One Unit Stock as a result of the additional purchase of shares less than One
Unit and send the said share certificate to the recorded address of the
additional purchase applicant.
ARTICLE XXXXIII (Stoppage of receiving additional purchase applications)
1. The Company shall not accept any additional purchase applications
received from twelve (12) business days prior to March 31 to March 31 and from
twelve (12) business days prior to September 30 to September 30 every year.
2. The Company decide not to accept additional purchase applications
when it has no treasury stock to be assigned or when the Company deems such
stoppage necessary, in addition to the cases described in the preceding
paragraph.
CHAPTER XII Handling Fees
ARTICLE XXXIV (Handling fees)
Handling fees for the shares of the Company shall be waived except in the
following cases:
(1) When share certificates are delivered upon application for issuance pursuant
to the provisions of Article XV (unpossessed share certificate), Y 250 shall be
charged for each such share certificate delivered.
(2) When the loss of a share certificate registration is carried out pursuant to
the provisions of Article XXIII, Y 3,000 and Y 360 shall be charged for one case
and for one share certificate, respectively.
(3) When a new share certificate is delivered in response to a re-issuance
application pursuant to the provisions of Article XXVII (division or
consolidation), Article XXVIII (lapse) or Article XXIX (defacement or
mutilation), Y 250 shall be charged for each such share certificate delivered.
(4) When Fractional Shares Less than One Unit Stock are purchased pursuant to
the provisions of Article XXXI (application for purchase), an amount shall be
charged equal to the amount obtained by multiplying the commission fee for the
sale of one thousand (1,000) shares of the Company which is stipulated by the
Company by a factor equal to the number of shares purchased divided by 1,000.
(5) When the additional purchase of shares less than One Unit Stock is carried
out pursuant to Article XXXV (Request for additional purchase), an amount to be
set by the Company shall be charged as fees corresponding to the commission fee
for the sale of shares.
Supplementary Provisions
1. Any amendment to these Regulations shall be made by resolution of
the Board of Directors of the Company.
2. These Regulations shall become effective on the 27th day of June,
2003
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCNKQKPOBKKBOB