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SHARE HANDLING REGULATIONS
OF
NIPPON DENKI KABUSHIKI KAISHA
(NEC CORPORATION)
CHAPTER I
GENERAL PROVISIONS
(Purpose)
Article 1. These Regulations shall, pursuant to the Article 9,
Paragraph 1 of the Articles of Incorporation, govern the
denominations of share certificates and procedures relating
to shares as well as fees therefor. In addition to those
provided for in these Regulations, the rules made by Japan
Securities Depositary Center ("JASDEC") shall be applicable
to the treatment of beneficial shareholders.
(Share Certificate Denominations)
Article 2. The share certificate denominations issued by the Company
shall be: 100-share certificates, 500-share certificates,
1,000-share certificates, 10,000-share certificates,
100,000-share certificates and share certificates
representing any number of shares less than 100.
2. Share certificates ("Certificates for Less Than One Unit
Shares") representing shares ("Less Than One Unit Shares")
in the number less than 1,000 shall not be issued except in
the cases provided for in Articles 22, 23 and 24.
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(The Transfer Agent)
Article 3. The Transfer Agent and its handling office and liaison
offices shall be as follows:
The Transfer Agent:
The Sumitomo Trust and Banking Company, Limited
5-33, Kitahama 4-chome, Chuo-ku, Osaka
Handling Office:
Tokyo Transfer Agent Department,
The Sumitomo Trust and Banking Company, Limited
4-4, Marunouchi 1-chome, Chiyoda-ku, Tokyo
Liaison Offices:
Head Office, and each Branch Office in Japan of The
Sumitomo Trust and Banking Company, Limited
(Method of Filing Request, Notice or Application)
Article 4. Any request, notification or application hereunder shall be
filed in the prescribed form, and the seal which has been
reported to the Company pursuant to Article 15 shall be
affixed thereto.
2. In case a request, notification or application provided for
in the preceding paragraph is filed by an agent, a document
certifying his authority of representation shall be
submitted.
3. In case the consent of "Hosanin" or "Hojonin" is required
with respect to such request, notification or application
as described in paragraph 1 above, a document certifying
such consent shall be submitted.
(Certificates)
Article 5. In case the Company deems it necessary in connection with a
request, notification or application under these
Regulations, the Company may request the presentation of a
certificate and/or any other evidential documents.
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CHAPTER II
REGISTRATION OF TRANSFER OF TITLE TO SHARES
(Registration of Transfer of Title to Shares)
Article 6. In case a request for the registration of a transfer of
title to shares is made, a written request shall be
presented together with a share certificate.
2. If a request for the registration of a transfer of title to
shares is made by reasons other than assignment, a document
evidencing the acquisition thereof shall be presented in
addition to following the procedure prescribed in the
preceding paragraph. Provided, however, that no share
certificates are needed if the share certificates concerned
have not been issued.
3. A request for the registration of a transfer of title to
Less Than One Unit Shares acquired by reason of assignment
shall be made only when a transferee is a shareholder
already recorded in the register of shareholders.
(Registration of Transfer of Title Where Special Procedure is Required by Laws
or Ordinances)
Article 7. In case a special procedure is required by laws or
ordinances to be followed with respect to the transfer of
title to shares, a document certifying the completion of
such procedure and the share certificate shall be attached
to the written request.
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CHAPTER III
THE REGISTER OF BENEFICIAL SHAREHOLDERS
(Entry in The Register of Beneficial Shareholders)
Article 8. Entry in the Register of Beneficial Shareholders shall be
made according to notifications from JASDEC in relation to
beneficial shareholders and reports by beneficial
shareholders of their addresses, names and seals.
(Reports of Beneficial Shareholders' Addresses, Names and Seals)
Article 9. Beneficial shareholders shall present a report of their
addresses, names and seals to the Company through
participants of JASDEC ("Participants"). Provided, however,
no report shall be presented if the number of shares
represented by the share certificates deposited is less
than one unit.
(Summing up the Number of Holding Shares)
Article 10. In case a shareholder listed on the Register of
Shareholders and a beneficial shareholder listed on the
Register of Beneficial Shareholders are considered to be
the same person, the numbers of shares listed on the both
Registers in the name of such person shall be aggregated
for the purpose of his exercise of shareholders' rights.
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CHAPTER IV
REGISTRATION OF PLEDGE AND MANIFESTATION OF TRUST
(Registration of Pledge and Cancellation Thereof)
Article 11. In case a request for registration of pledge or change or
cancellation thereof is made, a written request jointly
signed by the pledgor and the pledgee shall be presented
together with the share certificate.
(Manifestation of Trust and Cancellation Thereof)
Article 12. In case a request for manifestation of trust is made, a
written request shall be submitted by the person
establishing the trust or trustee together with the share
certificate.
2. In case a request for the cancellation of the manifestation
set forth in the preceding paragraph is made by the trustee
or the beneficiary, the same shall apply. Provided,
however, that in case such request is made by the
beneficiary, a document certifying the cancellation of the
trust shall be attached to the request.
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CHAPTER V
NON-POSSESSION OF SHARE CERTIFICATES
(Application for Non-possession of Share Certificates)
Article 13. In case an application for non-possession of share
certificate is made, a written application shall be
submitted together with the share certificates. Provided,
however, that no share certificates need be presented if
the share certificates concerned have not been issued.
2. No share certificates in regard to which an application
provided for in the preceding paragraph has been made shall
be issued.
(Delivery of Share Certificates)
Article 14. In case a shareholder who has made the application for
non-possession of share certificate requests the delivery
of share certificates, he shall file a written request to
that effect. Provided, however, that no requests shall be
made for the delivery of Certificates for Less Than One
Unit Shares.
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CHAPTER VI
NOTIFICATIONS
(Address, Name and Seal of Shareholders, etc.)
Article 15. Shareholders, beneficial shareholders, registered pledgees
or their agents shall report their addresses, names and
seals. Provided, however, that foreigners may substitute
their signatures for such seals. In case any changes are
made with regard to the foregoing matters, the same shall
apply.
(Provisional Address or Agent of Foreign Shareholders)
Article 16. A shareholder, a beneficial shareholder or a registered
pledgee who resides in a foreign country shall, in addition
to the requirement provided for in the preceding Article,
designate and report a provisional address or an agent in
Japan. The same shall apply in case of any change thereof.
(Representative of Juridical Person)
Article 17. In case a shareholder or a beneficial shareholder is a
juridical person, he shall report his representative. In
case of any change in the representative, a notification
thereof shall be filed together with a certified abstract
copy of the company registration record.
(Representative concerning Jointly-owned Shares)
Article 18. Shareholders or beneficial shareholders who jointly own
shares shall designate a representative and submit a
notification thereof signed by all of such joint-owners.
The same shall apply in case of any change thereof.
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(Change of Entry in the Register of Shareholders, the Register of Beneficial
Shareholders and Share Certificates)
Article 19. In case any change of entry in the Register of
Shareholders, the Register of Beneficial Shareholders or in
a share certificate is requested for any of the following
reasons, a notification shall be filed together with the
share certificate and a document certifying such change.
Provided, however, that no share certificates need be
presented if such share certificates have not been issued
or in case of a request by beneficial shareholders of any
change of entry in the Register of Beneficial Shareholders:
1. Change of family name or given name,
2. Establishment, change or removal of a person in
parental authority, guardian, or other legal
representative,
3. Change in trade name or name of a juridical person,
4. Change in corporate organization.
(Special Treatment for Notification of Beneficial Shareholders)
Article 20. A notification to the Company by beneficial shareholders
under this Chapter shall be presented through Participants.
Provided, however, in case of the change of his seal which
has been reported to the Company, the notification need not
be presented through Participants.
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CHAPTER VII
REISSUANCE OF SHARE CERTIFICATES
(Reissuance due to Division or Combination)
Article 21. In case a request for issuance of a new share certificate
is to be made by reason of the division or combination of
share certificates, a written request shall be presented
together with the share certificates. Provided, however,
that no requests shall be made for issuance of Certificates
for Less Than One Unit Shares.
2. In case the total number of shares represented by
Certificates for Less Than One Unit Shares which have been
presented for the registration of a transfer of title to
shares becomes 1,000, unless otherwise indicated by a
person requesting the registration of such transfer of
title, the share certificates shall be combined to
1,000-share certificate.
(Reissuance due to Loss)
Article 22. In case a request for issuance of new share certificates is
to made by reason of loss of share certificates, a written
application shall be submitted together with the original
or an exemplification copy of the judgement of
nullification appertaining thereto.
(Reissuance due to Damage or Mutilation)
Article 23. In case an application for issuance of substitute share
certificates is to be made by reason of damage or
mutilation of share certificates, a written application
therefor shall be presented together with the share
certificate concerned. Provided, however, that if it is
difficult to ascertain the genuineness of the share
certificates, the procedures provided for in the preceding
Article shall be followed.
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(Reissuance due to filling-up of Column)
Article 24. In case all of the space provided for entry of shareholders
on a share certificate has been filled up, the Company
shall collect such share certificate and deliver a new
share certificate in place thereof.
CHAPTER VIII
PURCHASE OF LESS THAN ONE UNIT SHARES
(Request for Purchase)
Article 25. In case a request for purchase of Less Than One Unit Shares
is to be made, a written application therefor shall be
presented together with the share certificates. Provided,
however, that no share certificates need be presented if
the share certificates concerned have not been issued.
2. Beneficial shareholders shall make a request provided for
in the preceding paragraph through Participants and JASDEC.
3. The request provided for in the preceding two paragraphs
shall become effective upon presentation of the written
application at the handling office or liaison offices of
the Transfer Agent.
(Purchase Price)
Article 26. Purchase price per share shall be the last price as
reported by the Tokyo Stock Exchange on the day when the
request for purchase under the preceding Article becomes
effective (the "Day of Request for Purchase").
2. In case there has been no sale on the Tokyo Stock Exchange
on the Day of Request for Purchase, the price at which a
share is first traded subsequent to the Day of Request for
Purchase shall be the purchase price per share.
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(Payment of Purchase Amount)
Article 27. Purchase amount of Less Than One Unit Shares shall be the
amount obtainable by multiplying the purchase price per
share by the number of shares to be purchased.
2. The purchase amount shall be paid after deduction of
handling charges as provided for in Article 30.
3. The purchase amount shall be paid at the handling office of
the Transfer Agent on the sixth business day counting from
the day next following the day when the purchase price is
determined under the preceding Article. Provided, however,
that if the purchase price is the price with dividends,
stock splits, rights to new shares or other rights, the
payment of the purchase amount shall be made by the record
date or date of allotment.
4. A person requesting the purchase may designate the method
of payment by either transfer to a bank account or
postal-book transfer.
(Transfer of Title to Share Purchased)
Article 28. Title to Less Than One Unit Shares in regard to which the
request for the purchase is made shall be transferred to
the Company on the date when the purchase amount has been
paid or the payment procedure for the purchase amount has
been completed as provided for in the preceding Article.
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CHAPTER IX
HANDLING CHARGES
(Charges for Delivery of Share Certificates)
Article 29. Handling Charges for delivery of share certificates
pursuant to Articles 14, 22 and 23 shall be the amount
equivalent to those of the applicable stamp duty.
(Handling Charges for Purchase of Less Than One Unit Shares)
Article 30. Handling charges for purchase of Less Than One Unit Shares
shall be the amount to be specified by the Company as the
equivalent handling charge for the purchase of shares.
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