EX-2 4 dex2.htm SHARE HANDLING REGULATIONS Prepared by R.R. Donnelley Financial -- Share Handling Regulations
 
(TRANSLATION)
 
SHARE HANDLING REGULATIONS
 
 
 
 
SONY CORPORATION


(TRANSLATION)
 
SHARE HANDLING REGULATIONS
OF
SONY CORPORATION
(Sony Kabushiki Kaisha)
 
CHAPTER I
 
GENERAL PROVISIONS
 
Article 1.    (Purpose)
 
By the authority granted by Article 9 of the Articles of Incorporation of the Corporation, as amended, these Regulations shall govern the denominations of share certificates, the handling of shares of stock of the Corporation and handling charges therefor, unless otherwise provided by laws or ordinances, or the Articles of Incorporation.
 
Article 2.    (Handling Place, Handling Office and Liaison Offices)
 
1.    The Transfer Agent of the Corporation, its handling place, handling office and liaison offices shall be as follows:
 
Transfer Agent:
  
UFJ Trust Bank
4-3,Marunouchi 1-chome, Chiyoda-ku, Tokyo
Handling Place:
  
UFJ Trust Bank
Corporate Agency Department
4-3, Marunouchi 1-chome, Chiyoda-ku, Tokyo
Handling Office:
  
UFJ Trust Bank
Corporate Agency Department
10-11, Higashisuna 7-chome, Koto-ku, Tokyo
Liaison Offices:

  
All branch offices in Japan of
UFJ Trust Bank
 
Head Office, branch offices and local offices in
Japan of Nomura Securities Co., Ltd.
 
2.    Procedures under these Regulations, and all requests and reports and other procedures with respect to the business which the Corporation has entrusted to the Transfer Agent shall be made to such Transfer Agent; provided, however, in case any procedures under these Regulations are made by beneficial shareholders, such procedures shall, except as otherwise provided in these Regulations, be made through Japan Securities Depository Center (the “Center”) or participant(s) thereof in accordance with the rules provided by the Center or participants thereof.
 
Article 3.    (Denominations of Share Certificates)
 
1.    All share certificates issued by the Corporation shall be in the denominations of ten thousand (10,000), one thousand (1,000), five hundred (500) and one hundred (100) shares as well as any number less than one hundred (100) shares; provided, however, that share certificates representing any number of shares less than one hundred (100) shares (hereinafter “fractional unit shares”) shall not be issued, unless the Corporation otherwise deems necessary.

2


 
2.    With respect to any shares in the name of the Center, notwithstanding the preceding paragraph, share certificates representing any number of shares which is not provided in the preceding paragraph may be issued upon the request by the Center.
 
Article 4.    (Method of Making Requests and Reports)
 
1.    All requests and reports under these Regulations shall be made in the forms prescribed by the Corporation and affixed with the seal impression which was reported to the Transfer Agent pursuant to Article 14.
 
2.    Should any request or report under these Regulations be made by a proxy, a document evidencing the authority of such proxy, or any such act be required to be made with consent of a curator (hosanin) or an assistant (hojonin), a document evidencing such consent, shall be submitted respectively.
 
3.    A certificate or a letter of indemnification, etc. may be submitted in case it is not possible to affix on the request form the seal impression which was reported to the Transfer Agent or when the Transfer Agent deems it necessary.
 
CHAPTER II
 
REGISTRATION OF TRANSFER OF SHARES
 
Article 5.    (Registration of Transfer of Shares)
 
1.    In case registration of a transfer of shares is requested, a written request therefor shall be submitted together with the share certificates concerned.
 
2.    In case registration of a transfer of shares is requested for reasons other than assignment, a document evidencing such acquisition shall be submitted upon request by the Corporation together with the share certificates concerned; provided, however, that if no share certificates have been issued for such shares, submission of share certificates shall not be required.
 
Article 6.
 
(Registration of Transfer of Shares Where Special Procedure is Required by Laws or Ordinances)
 
In case the performance of a special procedure is required by laws or ordinances for a transfer of shares, a document evidencing completion of such special procedure shall also be submitted.
 
CHAPTER III
 
REGISTER OF BENEFICIAL SHAREHOLDERS
 
Article 7.    (Notice with Respect to Beneficial Shareholders)
 
In case entry (including digital entry; hereinafter the same interpretation being applicable) in the register of beneficial shareholders is required by a beneficial shareholder, his/her name, address and other necessary matters required to be recorded thereon shall be reported to the Center or the participant(s) thereof having the beneficial shareholder’s account and a notice with respect to relevant beneficial shareholder shall be given to the Transfer Agent for the Corporation pursuant to the laws or ordinances and rules prescribed by the Center.

3


 
Article 8.    (Recording on Register of Beneficial Shareholders)
 
Entry in the register of beneficial shareholders shall be made upon the notice from the Center with respect to beneficial shareholders referred to in the preceding Article 7.
 
Article 9.    (Integration of Register of Beneficial Shareholders and Register of Shareholders)
 
In case a shareholder recorded on the register of beneficial shareholders is deemed to be the same person as a shareholder recorded on the register of shareholders by his/her name and address, the number of shares recorded on the register of beneficial shareholders and that recorded on the register of shareholders shall be aggregated with respect to the exercise of shareholders’ rights.
 
CHAPTER IV
 
REGISTRATION OF PLEDGE AND INDICATION OF TRUST
 
Article 10.    (Registration of Pledge and Deregistration Thereof)
 
1.    In case registration of a pledge or change or deregistration thereof is requested in respect of shares, a written request therefor jointly signed by the pledgor and the pledgee shall be submitted together with the share certificates concerned.
 
2.    In case registration of a pledge of shares or change or deregistration thereof is requested by a beneficial shareholder, notwithstanding the preceding paragraph, he/she shall report thereof to the Center or the participant(s) thereof having the beneficial shareholder’s account.
 
Article 11.    (Indication of Trust Assets and Cancellation Thereof)
 
1.    In case indication of trust assets or cancellation thereof is requested in respect of shares, a written request therefor shall be submitted either by the trustor or the trustee together with the share certificates concerned.
 
2.    In case indication of trust assets or cancellation thereof is requested by a beneficial shareholder, notwithstanding the preceding paragraph, he/she shall report thereof to the Center or the participant(s) thereof having the beneficial shareholder’s account.
 
CHAPTER V
 
NON-POSSESSION OF SHARE CERTIFICATES
 
Article 12.    (Request for Non-possession of Share Certificates)
 
In case non-possession of share certificates by a shareholder is requested, a written request therefor shall be submitted together with the share certificates concerned; provided, however, that if such share certificates have not yet been issued, submission of share certificates shall not be required.
 
Article 13.    (Request for Issuance or Return of Share Certificates Placed in Non-possession Status)
 
In case a shareholder who previously requested non-possession of share certificates subsequently requests the issuance or return of the share certificates, a written request therefor shall be submitted; provided, however,

4


that no request shall be made for issuance of share certificates representing fractional unit shares if the Corporation has treated the certificates for such shares as non-issued share certificates.
 
CHAPTER VI
 
REPORTS
 
Article 14.    (Report of Name, Address and Seal Impression of Shareholder)
 
1.    A shareholder or a beneficial shareholder or his/her legal representative shall report to the Transfer Agent his/her name, address and seal impression; provided, however, that a foreigner who is accustomed to signing his/her name may substitute his/her specimen signature for such seal impression.
 
2.    In case of any change in the matters referred to in the preceding paragraph, a report thereof shall be submitted; provided, however, in case only beneficial shareholder’s seal impression filed as mentioned in the preceding paragraph is changed, new seal impression shall be filed directly to the Transfer Agent for the Corporation.
 
3.    In case of any change in the matters referred to in the preceding paragraph due to any of the following reasons, a report thereof shall be submitted together with the share certificates concerned and a document evidencing such change; provided, however, that if no share certificates have been issued or the share certificates concerned have been deposited with the Center, submission of share certificates shall not be required:
 
 
1)
 
Change of family name or first name
 
 
2)
 
Change of trade name or corporate name
 
 
3)
 
Appointment, change or removal of legal representative such as a person having parental authority or a guardian, etc.
 
 
4)
 
Alteration of corporate organization unit.
 
Article 15.    (Report of Address by Nonresident Shareholders)
 
1.    A shareholder or a beneficial shareholder or his/her legal representative who is not residing in Japan shall, in addition to the procedures referred to in the preceding Article, either appoint a standing proxy or designate a mailing address in Japan, and shall submit a report thereof to the Transfer Agent.
 
2.    The provisions of Article 14, paragraphs 1 and 2 shall apply mutatis mutandis to a standing proxy.
 
Article 16.    (Representative of Corporation)
 
If a shareholder or a beneficial shareholder is a corporation, the name of one of the representatives of such corporation shall be reported. In case of change of such representative, a written report thereof shall be submitted together with a certified copy of the extract of the commercial registration record.
 
Article 17.    (Representative of Jointly-Owned Shares)
 
1.    Shareholders or beneficial shareholders who own shares jointly shall appoint one representative and shall submit a report thereof together with the share certificates concerned and the written consent of all the joint owners; provided, however, that if no share certificates have been issued for such shares or the share certificates concerned have been deposited with the Center, submission of share certificates shall not be required.

5


 
2.    The provisions of the preceding paragraph shall apply mutatis mutandis in case the representative is changed or when the shareholder or the beneficial shareholder is an unincorporated body of persons or an unincorporated foundation.
 
Article 18.    (Application of Provisions Mutatis Mutandis to Registered Pledgees and Trustees)
 
The provisions of this Chapter shall apply mutatis mutandis to registered pledgees and trustees.
 
CHAPTER VII
 
REISSUANCE OF SHARE CERTIFICATES
 
Article 19.    (Reissuance due to Division or Consolidation)
 
In case issuance of new share certificates is requested for the purpose of dividing or consolidating share certificates, a written request therefor shall be submitted together with the share certificates concerned; provided, however, that no request shall be made for reissuance of share certificates representing fractional unit shares.
 
Article 20.    (Reissuance due to Loss)
 
In case reissuance of new share certificates is requested due to loss, a written request therefor shall be submitted together with a certified transcript of the judgment of nullification of such lost share certificates.
 
Article 21.    (Reissuance due to Defacement or Mutilation)
 
In case issuance of new share certificates is requested due to defacement or mutilation, a written request therefor shall be submitted together with the share certificates concerned; provided, however, that if it is difficult to discern whether the share certificates in question are genuine or not because of excessive defacement or mutilation, the procedure of the preceding Article shall apply mutatis mutandis.
 
Article 22.    (Completion of Columns for Shareholders’ Names)
 
In case all the columns for names of shareholders on a share certificate have been filled, such share certificate shall be retrieved and a new share certificate shall be issued.
 
Article 23.    (Automatic Consolidation of Fractional Unit Share Certificates)
 
Fractional unit share certificates submitted for registration of a transfer of shares shall, whenever the aggregate number of shares represented by such certificates amounts to a full unit or an integral multiple of a unit, be consolidated into full unit share certificates, unless the party requesting such registration has instructed otherwise.
 
CHAPTER VIII
 
PURCHASE OF FRACTIONAL UNIT SHARES
 
Article 24.    (Request for Purchase of Shares)
 
1.    In case purchase by the Corporation of fractional unit shares is requested by a shareholder, a written request therefor shall be submitted together with the share certificates concerned; provided, however, that if no share certificates have been issued for such shares, submission of share certificates shall not be required.

6


 
2.    In the case of the preceding paragraph, a person requesting the purchase by the Corporation of fractional unit shares shall not designate the purchase price.
 
3.    When a request for purchase by the Corporation of fractional unit shares is made, such request shall be irrevocable.
 
4.    In case a request referred to in the first paragraph is made by a beneficial shareholder, such request shall be made through the Center or the participant(s) thereof having the beneficial shareholder’s account.
 
Article 25.    (Determination of Purchase Price)
 
1.    The purchase price for fractional unit shares for which a request for purchase is made shall be the amount obtained by multiplying an amount equal to the last selling price per share at the Tokyo Stock Exchange on the day on which such request is accepted at the handling office or any of the liaison offices of the Transfer Agent referred to in Article 2, by the number of shares being requested for purchase.
 
2.    Should no sales of the share take place at the Tokyo Stock Exchange on the day referred to in the preceding paragraph, the purchase price shall be the amount obtained by multiplying an amount equal to the price per share at which the shares are first sold on the day subsequent to that day at the Tokyo Stock Exchange, by the number of shares requested for purchase.
 
Article 26.    (Payment of Purchase Price)
 
1.    The purchase price for fractional unit shares for which a request for purchase is made shall be paid on the fourth business day from the day on which such request is accepted at the handling office as referred to in Article 2, or if later, from the day on which the purchase price is determined, to the shareholder who requests such purchase; provided, however, that when a request for purchase of shares is accepted at any of the liaison offices referred to in Article 2, the purchase price shall be paid within seven business days from the day on which such request is accepted at such liaison office, or if later, from the day on which the purchase price is determined, to the shareholder who requests such purchase.
 
2.    Notwithstanding the provisions of the preceding paragraph, if the purchase price reflects the right to receive dividends (including interim dividends), distribution of new shares pursuant to stock split, or the right to subscribe for new shares or stock acquisition rights (including bonds with stock acquisition rights), etc., the payment shall be made on or prior to the closing of accounts, the record date or allotment date, respectively.
 
3.    The Corporation may deduct from the purchase price any actual cost incurred, such as remittance charge, etc.
 
Article 27.    (Transfer of Title to Purchased Shares)
 
When a request for purchase of fractional unit shares is made, the title to such shares shall be transferred to the Corporation on the day when the performance of the payment procedure has been completed as provided in Article 26.
 
CHAPTER IX
 
HANDLING CHARGES
 
Article 28.    (Handling Charges)
 
There shall be no handling charges in connection with shares of the Corporation.

7


 
CHAPTER X
 
MISCELLANEOUS
 
Article 29.
 
With respect to the fractional unit shares issued upon exercise of the conversion rights of convertible bonds or debentures issued abroad or of the rights to subscribe for new shares represented by warrants issued together with bonds or debentures abroad, a request for purchase by the Corporation of shares which is made upon exercise of such rights shall, notwithstanding the provisions of these Regulations, be governed by the terms and conditions of the relevant convertible bonds or debentures, or bonds or debentures with warrants concerned.
 
Article 30.
 
For any amendment to these Regulations, a resolution of a meeting of the Board of Directors shall be required.
 
ADDENDUM
 
These Regulations, as amended, shall come into force on June 20, 2002.

8