| CANON INC. | ||
(Registrant) |
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| Date.... February 2, 2009.... | By....../s/...... Masashiro Kobayashi ................. | |
| (Signature)* |
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Masashiro Kobayashi |
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General Manager |
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Global Finance Management Center |
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Canon Inc. |
| 1. | Reasons for Amendment |
(1) Following the enforcement of “the Law Partially Amending the Law Concerning Book-Entry Transfer of Corporate Bonds and Other Securities for the Purpose of Streamlining the Settlement of Trades of Stocks, Etc.” (Law No. 88 of 2004; hereinafter, the “Streamlining Settlement Law”) on January 5, 2009, all stocks issued by listed companies have been simultaneously shifted to the Book-Entry Transfer System (the share certificates dematerialization). |
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Consequently, the Company will make necessary amendments throughout the Articles of Incorporation, such as deleting provisions assuming the existence of share certificates, adjusting the numbering of articles and adding supplementary provisions. |
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With respect to Article 7 of the current Articles of Incorporation, it is deemed that a resolution by a General Meeting of Shareholders has been made for an amendment of the Articles of Incorporation to repeal the said article, effective as of January 5, 2009, pursuant to paragraph 1, Article 6 of the Supplementary Provisions of the Streamlining Settlement Law. |
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| (2) On the occasion of the share certificates dematerialization, the Company has eliminated handling fees relating to shares of the Company. Consequently, the Company will make necessary amendments to Article 11 of the current Articles of Incorporation. |
| 2. | Substance of Amendment |
| The substance of the amendment is as shown in the attached document. |
| 3. | Schedule of Amendment |
| Date of the general meeting of shareholders for the amendment to the Articles of Incorporation:
March 27, 2009 (scheduled) Date when the amendment to the Article of Incorporation comes into effect: March 27, 2009 (scheduled) |
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| Current Articles of Incorporation | Proposed Amendment | ||||
| Chapter II. Shares | Chapter II. Shares | ||||
Article 6. (Text omitted)
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Article 6. (Same as present text) |
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Issuance of Share Certificates |
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Article 7. The Company shall
issue share certificates
representing issued shares.
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(Deleted) | ||||
Number of Shares Constituting One
Unit
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Number of Shares Constituting One Unit | ||||
Article 8. Number of shares
constituting one unit of the
Company shall be one hundred
(100) shares.
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Article 7. Number of shares
constituting one unit of the Company
shall be one hundred (100) shares. |
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2. Notwithstanding the
preceding article, the Company
will not issue share
certificates for shares of
less-than-one-unit (hereinafter
“Less-than-one-unit Shares”),
unless the Company deems it
necessary for the shareholder.
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(Deleted) | ||||
3. Shareholders (including
beneficial owners; hereinafter
the same shall apply) who own
Less-than-one-unit Shares of
the Company may request that
the Company sell a number of
shares which, when added to the
Less-than-one-unit Shares,
would equal the number of
shares constituting one unit;
provided, however, that the
Company is not obliged to do so
if the Company does not own its
own shares in the number which
it is requested to sell.
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2. Shareholders who own
Less-than-one-unit Shares of the
Company may request that the Company
sell a number of shares which, when
added to the Less-than-one-unit
Shares, would equal the number of
shares constituting one unit;
provided, however, that the Company
is not obliged to do so if the
Company does not own its own shares
in the number which it is requested
to sell. |
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Rights Regarding Less-than-one-unit Shares
|
Rights Regarding Less-than-one-unit Shares | ||||
Article 9. Shareholders of the
Company are not entitled to
exercise any rights regarding
their Less-than-one-unit Shares
other than the rights described below:
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Article 8. Shareholders of the
Company are not entitled to exercise
any rights regarding their
Less-than-one-unit Shares other than
the rights described below: |
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(1) The rights provided in each
item of paragraph 2, Article 189
of the Corporation Law; and
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(1) The rights provided in each item
of paragraph 2, Article 189 of the
Corporation Law; and |
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(2) The rights to request the sale
of Less-than-one-unit Shares as
provided in paragraph 3 of the
preceding article.
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(2) The rights to request the sale of
Less-than-one-unit Shares as provided
in paragraph 2 of the preceding
article. |
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Manager of the Register of
Shareholders
|
Manager of the Register of Shareholders | ||||
Article 10. The Company shall
have a manager of the register
of shareholders.
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Article 9. The Company shall have a
manager of the register of
shareholders. |
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2. The manager of the register
of shareholders and its place
of handling business shall be
designated by resolution of the
Board of Directors and a public
notice shall be given of such
matters.
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2. The manager of the register of
shareholders and its place of
handling business shall be designated
by resolution of the Board of
Directors and a public notice shall
be given of such matters. |
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3. The preparation and keeping
of the register of shareholders
(including the beneficial
owners list; hereinafter the
same shall apply), the register
of stock acquisition rights and
the register of loss of share
certificates of the Company,
and other operations relating
to the register of
shareholders, the register of
stock acquisition rights and
the register of loss of share
certificates shall be delegated
to the manager of the
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3. The preparation and keeping of the
register of shareholders and the
register of stock acquisition rights
of the Company, and other operations
relating to the register of
shareholders and the register of
stock acquisition rights shall be
delegated to the manager of the
register of shareholders and shall
not be handled by the Company. |
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register
of shareholders and shall not
be handled by the Company. |
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Regulations for Handling of Shares
|
Regulations for Handling of Shares | ||||
Article 11. Handling business
and handling fees relating to
shares of the Company shall be
governed by the regulations for
the handling of shares to be
established by the Board of
Directors.
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Article 10. Handling business
relating to shares of the Company
shall be governed by the regulations
for the handling of shares to be
established by the Board of
Directors. |
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Article 12.
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Article 11. | ||||
- (Text omitted)
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- (Same as present text) | ||||
Article 37.
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Article 36. | ||||
(New)
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Supplementary provisions | ||||
(New)
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Article 1. The preparation and
keeping of the register of loss of
share certificates of the Company,
and other operations relating to the
register of loss of share
certificates shall be delegated to
the manager of the register of
shareholders and shall not be handled
by the Company. |
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(New)
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Article 2. The preceding article and
this article shall be deleted at the
time when a period of one year has
elapsed from January 6, 2009. |
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