<PAGE>
The total number of pages contained on this document is 25.
FORM 6-K
--------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of September 2000
NIPPON TELEGRAPH AND TELEPHONE CORPORATION
------------------------------------------
(Translation of Registrant's Name into English)
3-1, OTEMACHI 2-CHOME
CHIYODA-KU, TOKYO 100-8116 JAPAN
--------------------------------
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F X Form 40-F ___
---
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ___ No X
---
If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82-________________.
1 of ___
<PAGE>
AMENDMENTS TO THE ARTICLES OF INCORPORATION, REGULATIONS OF THE BOARD OF
DIRECTORS AND SHARE HANDLING REGULATIONS OF NIPPON TELEGRAPH AND TELEPHONE
CORPORATION
Nippon Telegraph and Telephone Corporation has amended its Articles of
Incorporation, Regulations of its Board of Directors and Share Handling
Regulations. Such items, as amended, are attached as exhibits hereto.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
NIPPON TELEGRAPH AND TELEPHONE
CORPORATION
By: /s/ KAZUTO TSUBOUCHI
----------------------
Name: Kazuto Tsubouchi
Title: Senior Manager
Investor Relations Group
Department IV
Date: September 28, 2000
<PAGE>
EXHIBIT A
(TRANSLATION)
Approved on March 23, 1985
Revised and approved on
June 26, 1986,
June 29, 1988,
June 27, 1991,
June 29, 1994,
June 29, 1995,
June 29, 1999 and
June 29, 2000
ARTICLES OF INCORPORATION
OF
NIPPON TELEGRAPH AND TELEPHONE CORPORATION
CHAPTER I.
GENERAL PROVISIONS
Article 1. (Corporate Name)
1. The company shall be incorporated pursuant to the Nippon Denshin
Denwa Kabushiki Kaisha Law and the name of the company shall be Nippon Denshin
Denwa Kabushiki Kaisha.
2. The name of the company in English translation shall be Nippon
Telegraph and Telephone Corporation.
Article 2. (Purpose)
1. The purpose of the company shall be to hold all the shares which
both Nippon Telegraph and Telephone East Corporation and Nippon Telegraph and
Telephone West Corporation (hereinafter referred to as the "Regional Companies")
respectively issue and to ensure proper and stable provision of
telecommunications services by the Regional Companies as well as to conduct
research relating to the telecommunications technologies that will form the
foundation for telecommunications.
2. The company shall engage in the following business
activities:
(1) subscribing for and holding the shares which the Regional
Companies issue as well as exercising the rights as the
holder of the shares;
(2) providing advice, mediation and other assistance to the
Regional Companies;
(3) conducting research relating to the telecommunications
technology that will form the foundation for
telecommunications; and
(4) such business activities as are incidental to the business
activities of the preceding three items.
3. The company may, besides the business activities referred to in
the preceding paragraph, engage business activities necessary to achieve the
purpose of the company.
<PAGE>
Article 3. (Location of Head Office)
The head office of the company shall be located in Chiyoda-ku, Tokyo.
Article 4. (Public Notices)
Public notices of the company shall be given by publication in the
"Nippon Keizai Shimbun" published in Tokyo.
CHAPTER II.
SHARES
Article 5. (Total Number of Shares)
The total number of shares authorized to be issued by the company
shall be sixty-two million three hundred twenty-two thousand five hundred ninety
(62,322,590) shares.
Article 6. (Par Value of Each Par Value Share,
Non-Issuance of Fractional Share Certificates)
1. All shares issued by the company shall be par value shares and
the par value of each share shall be fifty thousand yen (\50,000).
2. The company shall not issue fractional share certificates.
Article 7. (Share Handling Regulations)
The denomination of share certificates, registration of transfer of
shares, entry in the register of fractional shares, registration relating to the
right of pledge, re-issue of share certificates, indication of trust property
and other matters concerning the handling of shares and fractional shares and
handling charges therefor shall be governed by the share handling regulations
established by the board of directors.
Article 8. (Notification of Address and Seal Impression, etc.)
1. A shareholder (including beneficial owner, hereinafter the same),
registered pledgee and holder of fractional shares, or its legal representative
or its representative shall provide the company with its name, address and seal
impression. In the event that any change has occurred, the same procedure shall
be taken.
2. A shareholder, registered pledgee and holder of fractional shares,
or its legal representative or its representative, having its residence in a
foreign country may designate a temporary residence or attorney in Japan and so
notify the company. In the event that any change has occurred, the same
procedure shall be taken.
3. The provision in the first paragraph shall apply to the attorney
referred to in the preceding paragraph.
4. When a person fails to make any notification referred to in the
first through third paragraphs, the company shall not be responsible for any
damage arising from such failure.
Article 9. (Record Date)
1. The company shall deem the shareholders entered in the register of
shareholders and the register of beneficial owners (hereinafter collectively
called the "register of shareholders, etc.") as at the close of March 31 of each
year to be those shareholders who are entitled to exercise their rights at the
ordinary general meeting of shareholders to be held in respect of the relevant
fiscal year.
2. In addition to the preceding paragraph, whenever necessary the
company shall, by a resolution of the board of directors, and having given prior
public notice thereof, deem the shareholders or registered pledgees entered in
the register of
<PAGE>
shareholders, etc. as of a fixed date or the holders of fractional shares
entered in the register of fractional shares as of the same date to be those
shareholders, pledgees or holders of fractional shares who are entitled to
exercise their rights.
Article 10. (Transfer Agent)
1. The company may appoint a transfer agent or agents which will
handle the business of registration of transfer of shares, entry in the register
of fractional shares and the register of beneficial owners, and other matters.
2. The transfer agent, its location and the scope of its authority
shall be determined by a resolution of the board of directors and public notice
shall be given with respect thereto.
Article 11. (Rights of Holders of Fractional Shares)
The holders of fractional shares shall be entitled to receive
dividends and distribution of cash in accordance with Article 293-5 of the
Commercial Code of Japan (hereinafter called "interim dividends") and to
subscribe new shares, convertible bonds and bonds with rights to subscribe new
shares.
CHAPTER III.
MEETINGS OF SHAREHOLDERS
Article 12. (Convocation)
1. The president shall convene an ordinary meeting of shareholders in
June of each year and an extraordinary meeting of shareholders whenever
necessary, in accordance with a resolution of the board of directors.
2. When the president is unable to act, one of the other directors
shall convene the meeting in accordance with the order predetermined by a
resolution of the board of directors.
Article 13. (Chairman of Meetings)
1. The president shall act as chairman at meetings of shareholders.
2. When the president is unable to act, one of the other directors
shall act as chairman in accordance with the order predetermined by a resolution
of the board of directors.
Article 14. (Method of Making Resolutions)
Unless otherwise provided by law or by these Articles of
Incorporation, all resolutions of meetings of shareholders shall be adopted by a
majority vote of shareholders present at the meeting.
Article 15. (Voting by Proxy)
1. A shareholder or its legal representative may not delegate the
exercise of his vote to anyone other than another shareholder of the company,
provided that the Japanese government, a local municipality or a corporation
which is a shareholder may delegate the exercise of its vote to the staff or
employees of the government or such municipality or corporation.
2. When a shareholder or its legal representative intends to delegate
the exercise of his vote to others, he shall submit each time a proxy to the
company before the meeting.
Article 16. (Minutes of Meetings)
<PAGE>
The substance of proceedings at a meeting of shareholders and the
results thereof shall be recorded in minutes of the meeting which shall bear the
names and seals of the chairman and of the directors present at the meeting.
CHAPTER IV.
DIRECTORS AND BOARD OF DIRECTORS, ETC.
Article 17. (Number of Directors)
There shall be no more than fifteen (15) directors of the company.
Article 18. (Election of Directors)
1. Directors shall be elected at a meeting of shareholders by a
majority vote of shareholders present at the meeting which shareholders present
hold shares representing in the aggregate one-third (1/3) or more of the total
number of issued shares.
2. Cumulative voting shall not be used for the election of directors.
Article 19. (Term of Office)
1. The term of office of directors shall expire at the conclusion of
the ordinary meeting of shareholders held to settle accounts for the fiscal
period last ending within two (2) years from their assumption of office.
2. The term of office of any director elected to fill a vacancy or
elected because of an increase in number shall be the same as the remainder of
the term of office the other directors.
Article 20. (Election of Representative Directors and Directors with Specific
Powers)
1. The board of directors shall select from among its members one (1)
president.
2. The company may have one (1) chairman of the board of directors
and one (1) or more senior executive vice presidents and executive vice
presidents (jomu).
3. The provision in the first paragraph shall apply to appointment of
the chairman of the board of directors, senior executive vice presidents and
executive vice presidents referred to in the preceding paragraph.
4. The president shall represent the company.
5. The board of directors may select one (1) or more directors from
among its members to be representative directors of the company, in addition to
the president.
6. The president shall preside over the business affairs of the
company in accordance with the resolutions of the board of directors.
7. When the president is unable to act, one of the other directors
shall act on his behalf in accordance with the order predetermined by a
resolution of the board of directors.
Article 21. (Meetings of Board of Directors)
1. A meeting of the board of directors shall be convened by the
president and he shall act as chairman.
2. Notwithstanding the preceding paragraph, when the chairman of the
board of directors is appointed, he shall convene the meeting and act as
chairman. However, this provision shall not be applicable when the chairman of
the board of directors is unable to act.
3. When the president is unable to act, one of the other directors
shall
<PAGE>
act as chairman in accordance with the order predetermined by a resolution of
the board of directors.
4. Notice of a meeting of the board of directors shall be dispatched
to each director and statutory auditor three (3) days prior to the date of the
meeting. Such period of notice may, however, be shortened in case of urgency.
5. Resolutions at a meeting of the board of directors shall be
adopted by a majority vote of the directors present which directors present
shall constitute a majority of all directors.
6. Unless otherwise provided by law or by these Articles of
Incorporation, any other matters with respect to the board of directors shall be
governed by the regulations of the board of directors established by the board
of directors.
Article 22. (Counsellors and Advisors)
1. The company may have one (1) or more counsellors (soudan yaku)
and advisors (komon) by resolution of the board of directors.
2. The counsellors shall provide advice and suggestions with respect
to the entire business of the company and the advisors shall provide advice and
suggestions with respect to a specific matter, as requested by the president.
CHAPTER V.
STATUTORY AUDITORS AND BOARD OF STATUTORY AUDITORS
Article 23. (Number of Statutory Auditors)
There shall be no more than four (4) statutory auditors of the
company.
Article 24. (Election of Statutory Auditors)
Statutory auditors shall be elected at a meeting of shareholders by a
majority vote of shareholders present at the meeting which shareholders present
hold shares representing in the aggregate one-third (1/3) or more of the total
number of issued shares.
Article 25. (Term of Office of Statutory Auditors)
1. The term of office of statutory auditors shall expire at the
conclusion of the ordinary meeting of shareholders held to settle accounts for
the fiscal period last ending within three (3) years from their assumption of
office.
2. The term of office of any statutory auditor elected to fill a
vacancy shall be the same as the remainder of the term of office of his
predecessor.
Article 26. (Full-time Statutory Auditors)
The statutory auditors shall appoint one (1) or more full-time
statutory auditors from among their number.
Article 27. (Meetings of Board of Statutory Auditors)
1. Notice of a meeting of the board of statutory auditors shall be
dispatched to each statutory auditor three (3) days prior to the date of the
meeting. Such period of notice may, however, be shortened in case of urgency.
2. Resolutions at a meeting of the board of statutory auditors shall
be adopted by a majority vote of the statutory auditors present shall constitute
a majority of all statutory auditors.
3. Unless otherwise provided by law or by these Articles of
<PAGE>
Incorporation, any other matters with respect to the board of statutory auditors
shall be governed by the regulations of the board of statutory auditors
established by the board of statutory auditors.
CHAPTER VI.
ACCOUNTS
Article 28. (Fiscal Period)
The fiscal period of the company shall commence on the 1st day of
April of each year and end on the 31st day of March of the following year, and
the accounts of the company shall be closed on the last day of each fiscal
period.
Article 29. (Dividends)
1. Dividends shall be paid to the shareholders or registered pledgees
appearing on the register of shareholders, etc. as of the closing of accounts
for each fiscal period and the holders of fractional shares appearing on the
register of fractional shares as of the closing of accounts for each fiscal
period.
2. The company shall be exempted from the obligation to pay dividends
referred to in the preceding paragraph after three (3) years have elapsed from
the date on which the shareholders or the holders of fractional shares were in
default of receipt of dividends.
3. Dividends shall bear no interest even during the period referred
to in the preceding paragraph.
Article 30. (Interim Dividends)
1. Interim dividends may be paid to the shareholders or registered
pledgees appearing on the register of shareholders, etc. as of the 30th day of
September of each year or the holders of fractional shares appearing on the
register of fractional shares as of the same date by a resolution of the board
of directors.
2. The provisions in the second and third paragraphs of the preceding
Article shall apply to interim dividends.
Article 31. (Conversion of Convertible Bonds and Dividends and Interim
Dividends)
Initial dividends or interim dividends on the shares issued upon
conversion of convertible bonds and the fractional shares created in connection
therewith shall be paid on the assumption that conversion shall have taken place
on the 1st day of April, in case the request for conversion was made during the
period from the 1st day of April to the 30th day of September, and on the 1st
day of October, in case the request was made during the period from the 1st day
of October to the 31st day of March of the following year.
<PAGE>
SUPPLEMENTARY PROVISIONS
Article 1. (Shares Issued at the Time of Incorporation)
The number of shares to be issued by the company at the time of
incorporation shall be fifteen million six hundred thousand (15,600,000) shares,
and the issuing price shall be two hundred thirteen thousand two hundred ten yen
(\213,210) per share and the amount not to be credited to the stated capital
shall be one hundred sixty-three thousand two hundred ten (\163,210) per share.
Article 2. (Contribution at the Time of Incorporation)
In connection with incorporation of the company, Nippon Telegraph &
Telephone Public Corporation shall contribute its entire assets to the company
in accordance with Article 3, paragraph 8 of the supplementary provisions of the
Nippon Denshin Denwa Kabushiki Kaisha Law at the price of three trillion three
hundred twenty-six billion seventy-six million yen (\3,326,076,000,000) and
fifteen million six hundred thousand (15,600,000) shares of the company shall be
allotted to that corporation.
Article 3. (Terms of Office of First Directors and Statutory Auditors)
The terms of office of the first directors and statutory auditors
shall expire at the conclusion of the ordinary meeting of shareholders held
first after their assumption of office.
Article 4. (Expenses of Incorporation)
The expenses of incorporation which are to be borne by the company
shall be not more than ten million yen (\10,000,000).
<PAGE>
The promoters for the purpose of incorporation of Nippon Telegraph
and Telephone Corporation have made these Articles of Incorporation and have
hereunto affixed their names and seals this 20th day of March, 1985.
(Name and address of each promotor: Translation omitted)
<PAGE>
EXHIBIT B
(TRANSLATION)
REGULATIONS OF BOARD OF DIRECTORS
OF
NIPPON TELEGRAPH AND TELEPHONE CORPORATION
Established on March 28, 1985
Revised on March 29, 2000
Article 1. (Purpose)
Unless otherwise provided by law or the Articles of Incorporation,
any matters with respect to conduct of the board of directors shall be governed
by these regulations.
Article 2. (Composition)
The board of directors shall consist of all the directors.
Article 3. (Attendance by Statutory Auditors)
Any statutory auditor may attend meetings of the board of directors
and express his opinions.
Article 4. (Meetings)
Meetings of the board of directors shall consist of ordinary meetings
of the board of directors and extraordinary meetings of the board of directors.
An ordinary meeting of the board of directors shall be held generally once every
month and an extraordinary meeting of the board of directors shall be held
whenever it is deemed necessary.
Article 5. (Person to Convene Meetings and Chairman)
1. A meeting of the board of directors shall be convened by president
and he shall act as chairman.
2. Notwithstanding the preceding paragraph, when the chairman of the
board of directors is appointed, he shall convene the meeting and act as
chairman. However, this provision shall not be applicable when the chairman of
the board of directors is unable to act.
3. When the president is unable to act, one of the other directors
shall convene the meeting of the board of directors and act as chairman in
accordance with the order predetermined by resolution of the board of directors.
Article 6. (Procedures of Convocation)
1. Notice of a meeting of the board of directors shall be dispatched
to each director and statutory auditor three (3) days prior to the date of the
meeting. Such period of notice may, however, be shortened in case of emergency.
2. When there is unanimous consent of all the directors and statutory
auditors, a meeting of the board of directors may be held without the notice
mentioned in the preceding paragraph.
3. Any director may request the president or any other director
authorized to convene a meeting of the board of directors by submitting in
writing an
<PAGE>
agenda.
4. In case the request of the preceding paragraph has been made, if
within five (5) days a notice of convocation of a meeting of the board of
directors of which the day of meeting is within two (2) weeks from the day of
the request is not dispatched, the director who made the request may convene the
meeting of the board of directors.
5. Any statutory auditor may request that a meeting of the board of
directors be convened in the cases enumerated by law and if deemed necessary.
6. The provisions of paragraph 4 shall apply mutatis mutandis when
there has been a request mentioned in the preceding paragraph.
Article 7. (Method of Adopting Resolutions)
1. Resolutions at a meeting of the board of directors shall be
adopted by a majority vote of the directors present which directors present
shall constitute a majority of all the directors.
2. A director with a special interest in a resolution mentioned in
the preceding paragraph shall have no right to vote on it.
Article 8. (Matters to be Resolved at Meetings)
The matters to be resolved at meeting of the board of directors shall
be as set forth in Annex I.
The contents of each item of "4. Matters concerning group management,
(1) Matters concerning basic principles of group management" shall be as
provided in Annex II, and each item of "9. Matters concerning business" shall be
as provided in Annex III.
Article 9. (Handling Urgent Matters)
In the event that any matter to be resolved at a meeting can not be
presented to the meeting because of particular urgency, the president may
execute such matter without a resolution of a meeting of the board of directors.
In such event, the president shall present the matter to the next meeting and
obtain approval.
Article 10. (Report)
Each director shall report the matters provided in Annex IV to
meetings of the board of directors.
Article 11. (Minutes)
The minutes of a meeting of the board of directors shall contain a
summary of proceedings and the results thereof and the name of directors who did
not vote for a resolution and they shall bear the names and seal impressions of
the directors and statutory auditors present.
Article 12. (Notice to Directors and Statutory Auditors Absent)
Directors and statutory auditors absent from a meeting of the board
of directors shall be notified of the results of the proceedings.
Supplementary Provision
(March 28, 1985)
-2-
<PAGE>
These regulations shall come into force on April 1, 1985.
Supplementary Provision
(November 2, 1990)
These regulations shall come into force on November 5, 1990.
Supplementary Provision
(July 5, 1991)
These regulations shall come into force on July 5, 1991.
Supplementary Provision
(January 14, 1994)
These regulations shall come into force on January 14, 1994.
Supplementary Provision
(June 29, 1994)
These regulations shall come into force on June 29, 1994.
Supplementary Provision
(July 1, 1999)
These regulations shall come into force on July 1, 1999.
Supplementary Provision
(December 9, 1999)
These regulations shall come into force on December 9, 1999.
Supplementary Provision
(March 29, 2000)
These regulations shall come into force on March 29, 2000.
-3-
<PAGE>
ANNEX I
1. Matters concerning shareholder's meetings
(1) Convocation of a shareholder's meeting
(2) Determination of the order of directors who shall convene
a shareholders' meeting and act as chairman when the
president is unable to act
(3) Determination of agenda of a shareholders' meeting
2. Matters concerning financial statements
(1) Approval of financial statements and schedules
(2) Approval of consolidated balance sheets and statements of
income
(3) Determination of interim dividends
(4) Approval of interim balance sheets, interim statements of
income and interim business reports
(5) Approval of security reports and interim reports
3. Matters concerning meeting of the board of directors
(1) Determination of the order of directors who shall convene a
meeting of the board of directors and act as chairman when
the president is unable to act
(2) Establishment, amendment or cancellation of the regulations
of the board of directors
4. Matters concerning group management
(1) Matters concerning basic principles of group management
(2) Execution and amendment of agreements concerning operating
expenses for group management
(3) Execution and amendment of agreements concerning
fundamental research and development
5. Matters concerning shares, bonds, etc.
(1) Issue of new shares
(2) Transfer of legal reserve into the stand capital
(3) Split of shares
(4) Offering of bonds or notes
-4-
<PAGE>
(5) Issue of convertible bonds or notes
(6) Issue of bonds or notes with warrant
(7) Establishment, amendment or cancellation of the share
handling regulations
(8) The determination of the record date (excluding the record
date provided in the Article of Incorporation)
(9) Determination of the transfer agent, its location and the
scope of its authority
6. Matters concerning officers
(1) Appointment of representative directors and other directors
with specific titles
(2) Appointment of the chairman
(3) Determination of the order of directors who shall act on
behalf of the president when he is unable to act
(4) Determination of assignment of works among directors and
entrustment of duty as employee
(5) Appointment of counsellors (sodan yaku) and advisors
(komon)
7. Matters concerning personnel affairs and systems, etc.
(1) Appointment and removal of branch managers and other
employee in high ranks
(2) Establishment, amendment or abolition of branch offices or
any other substantial organization units
8. Matters concerning transactions between directors and the company
(1) Approval of transactions by directors which are included in
the business conducted by the company
(2) Approval of transaction between directors and the company
9. Matters concerning businesses
(1) Disposition or acquisition of substantial assets
(2) Borrowing in substantial amounts
(3) Any other particularly important matters concerning the
business
-5-
<PAGE>
10. Others
(1) Matters delegated by a resolution at a shareholder's
meeting to the board of directors
(2) Matters considered particularly necessary by the board of
directors
-6-
<PAGE>
ANNEX II
Matters concerning basic principles of group management
1. Important basic policy concerning group management
2. Important business execution concerning group management
(1) execution and amendment of group agreements
(2) exercise of voting rights concerning principal subsidiaries
3. Any other important matters concerning group management
4. Important matters concerning business operation of subsidiaries
-7-
<PAGE>
EXHIBIT C
(TRANSLATION)
SHARE HANDLING REGULATIONS
OF
NIPPON TELEGRAPH AND TELEPHONE CORPORATION
Established in September, 1985
Revised in April, 1986
Revised in July, 1991
Revised in July, 1992
Revised in June, 1994
Revised in July, 1999
Revised in October, 1999
Revised in April, 2000
Revised in May, 2000
The share handling regulations of Nippon Telegraph and Telephone
Corporation are established pursuant to Article 7 of the Articles of
Incorporation of Nippon Telegraph and Telephone Corporation as follows:
CHAPTER I.
GENERAL PROVISIONS
Article 1. (Purpose)
---------------------
The denomination of share certificates and the handling of shares and
fractional shares and handling charges therefor shall be governed by those
Regulations pursuant to Article 7 of the Article of Incorporation (Share
Handling Regulations); provided, however, that the handling of beneficial owners
shall be governed by the rules provided by the Japan Securities Depositary
Center (hereinafter referred to as "JASDEC") as well as these Regulations.
Article 2. (Transfer Agent)
----------------------------
(1) The business regarding shares and fractional shares of the Company such as
registration of transfer of shares, entry in the register of fractional shares,
registration relating to the right of pledge, indication or cancellation of
trust property, delivery of share certificates and acceptance of notification
shall be handled by the transfer agent of the Company.
(2) The transfer agent of the Company, its share handling office and
intermediary share handling offices shall be as follows:
Transfer Agent: The Chuo Mitsui Trust and Banking Company, Limited
7-1, Kyobasi 1-chome Chuo-ku, Tokyo
Share Handling Office: Head office of The Chuo Mitsui Trust and Banking
Company, Limited
7-1, Kyobasi 1-chome Chuo-ku, Tokyo
1
<PAGE>
Intermediary Share Head office and each branch offices in Japan of
Handling Offices: The Chuo Mitsui Trust and Banking Company, Limited
Head office, branch offices and
sub-branch offices of Japan Securities
Agents, Ltd.
Article 3. (Denominations of Share Certificates)
-------------------------------------------------
Share certificates to be issued by the Company shall be in the
denominations of 1 share, 10 shares, 100 shares and 1,000 shares; provided,
however, that a certificate representing a number other than those listed above
may be issued if necessary.
Article 4. (Method of Application, Request and Notification)
-------------------------------------------------------------
Any application, request or notification with respect to the shares
and the fractional shares shall be in a form prescribed by the Company and the
seal impression notified in accordance with Article 21 (Notification of Address,
Name and Seal Impression) shall be affixed thereto.
Article 5. (Proxy)
-------------------
In the event that any application, request or notification with
respect to the shares and the fractional shares is made by a proxy, a document
evidencing his power shall be submitted. In the event that a consent of a
curator (hosanin) or an assistant (hojonin) is required for such application,
request or notification, a document evidencing such consent shall be submitted.
CHAPTER II.
REGISTRATION OF TRANSFER OF SHARES, ETC.
Article 6. (Registration of Transfer of Shares)
------------------------------------------------
(1) In case of application for registration of transfer of shares, a prescribed
application form therefor shall be submitted, together with the share
certificates.
(2) In case of application for registration of transfer of shares acquired by
reason other than assignment, a document evidencing such acquisition shall be
submitted together with the application and the share certificates as set forth
in the preceding paragraph; provided, that the share certificates need not be
submitted if such certificates have not been issued.
(3) The Company may, with respect to the provision of Article 6 of the Law
concerning Nippon Telegraph and Telephone Corporation, etc (Law No. 85 of 1984,
hereinafter referred to as the "Kaisha Law"), request any necessary document to
be submitted.
Article 7. (Request for Registration of Transfer of Shares from Foreign
Nationals and the Like)
With respect to request for registration of transfer of shares from
any foreign national and the like set forth in paragraph (1) of Article 6 of the
Kaisha Law, the
2
<PAGE>
Company shall refuse such request when acceptance of such request would results
in excess of the proportion set forth in paragraphs (1) and (2) of Article 6 of
the Kaisha Law.
Article 8. (Registration of Transfer of Shares under Special Provisions)
-------------------------------------------------------------------------
In the event that any special procedure is required by laws or orders
for transfer of shares, an application for registration thereof shall be
submitted, together with the share certificates and a document evidencing the
completion of such procedure.
Article 9. (Register of Fractional Shares)
-------------------------------------------
(1) A prescribed application form shall be submitted when no necessity of entry
in the register of fractional shares is notified.
(2) In the event that application for change of entry in the register of
fractional shares is made by reason other than assignment, the provision of
paragraph (2) of Article 6 shall be applied mutatis mutandis.
Article 10. (Entry in the Register of Beneficial Owners)
---------------------------------------------------------
Entry in the register of beneficial owners shall be made pursuant to
the notice from JASDEC with respect to the beneficial owners and to the
beneficial ownership card.
Article 11. (Beneficial Ownership Card)
----------------------------------------
Each beneficial owner shall submit a beneficial ownership card
through a participant in the Japan Securities Depository and Book-entry Delivery
System.
Article 12. (Aggregation)
--------------------------
When the Company recognizes that a shareholder registered in the
register of shareholders and a beneficial owner registered in the register of
beneficial owners is identical based on the address and the name of such person,
the number of shares held by such person shall be aggregated for the purpose of
exercising shareholders' rights.
CHAPTER III.
REGISTRATION RELATING TO THE RIGHT OF PLEDGE
AND INDICATION OF TRUST PROPERTY
Article 13. (Registration Relating to the Right of Pledge or Cancellation
--------------------------------------------------------------------------
Thereof)
--------
In case of application for registration of establishment or amendment
of a pledge on shares or cancellation thereof, a prescribed application form
therefor shall be submitted under the joint signatures of the pledgor and the
pledgee, together with the share certificates.
Article 14. (Indication or Cancellation of Trust Property)
-----------------------------------------------------------
In case of application for indication of trust property on share or
cancellation
3
<PAGE>
thereof, a prescribed application form therefor shall be submitted by the
trustor or the trustee, together with the share certificates.
CHAPTER IV.
NON-POSSESSION OF SHARE CERTIFICATES
Article 15. (Request for Non-Possession of Share Certificates)
---------------------------------------------------------------
(1) In case of request for non-possession of share certificates, a request
therefor in a prescribed form shall be submitted, together with share
certificates; provided, that the share certificates need not be submitted if
such certificates have not been issued.
(2) Share certificates for which request set forth in the preceding paragraph
has been made shall be cancelled by the Company.
Article 16. (Application for Delivery of Share Certificates Not in Possession)
-------------------------------------------------------------------------------
In the event that the shareholder who requested non-possession of
share certificates applies for the issuance of share certificates, he shall
submit a prescribed application form therefor.
CHAPTER V.
REISSUANCE OF SHARE CERTIFICATES
Article 17. (Reissuance due to Split or Consolidation)
-------------------------------------------------------
In case of application for issuance of new share certificates by
reason of split or consolidation of share certificates, a prescribed application
form therefor shall be submitted, together with the share certificates.
Article 18. (Reissuance due to Loss)
-------------------------------------
In case of application for issuance of new share certificates by
reason of loss of share certificates, a prescribed application form therefor
shall be submitted, together with the original transcript or a certified copy of
the judgment of nullification.
Article 19. (Reissuance due to Stain, Mutilation or Damage)
------------------------------------------------------------
In case of application for issuance of new share certificates by
reason of stain, mutilation or damage, a prescribed application form therefor
shall be submitted, together with the share certificates; provided, that if the
share certificates are stained, mutilated or damaged to such extent as makes it
difficult to ascertain the genuineness of the share certificates, the procedures
set out in the preceding Article shall be followed.
Article 20. (Reissuance due to Completion of Column of Share Certificate)
--------------------------------------------------------------------------
In case of completion of the column for the names of holders of a
share certificate, the Company shall recall the share certificate and issue a
new share certificate.
CHAPTER VI.
4
<PAGE>
MISCELLANEOUS NOTIFICATIONS
Article 21. (Notification of Address, Name and Seal Impression)
----------------------------------------------------------------
A shareholder and a beneficial owner or their legal representative
shall make notification of his address, name and seal impression by submitting a
prescribed shareholder card or beneficial ownership card. In the event that any
matter notified is changed, notification thereof shall be made; provided, that
foreigners, etc. who are accustomed to signatures may substitute specimen
signatures for seal impressions.
Article 22. (Representative of Juridical Person)
-------------------------------------------------
(1) In the event that a shareholder or a beneficial owner is a judicial person,
a name of its representative shall be notified.
(2) In the event that the representative is changed, notification thereof in a
prescribed form shall be submitted together with a certified excerpt from the
commercial register.
Article 23. (Notification of Representative of Co-owners)
----------------------------------------------------------
(1) Shareholders or beneficial owners who jointly own shares shall appoint a
representative and make notification of such representative.
(2) In the event that the representative referred to in the preceding paragraph
is changed, notification thereof shall be made in the same manner.
Article 24. (Notification of Change in Surname or Trade Name, etc.)
--------------------------------------------------------------------
In the event that a change of entry in the register of shareholders
and register of beneficial owners and description on share certificates is
desired due to the following reasons, notification thereof in a prescribed form
shall be submitted, together with the share certificates and a document
evidencing such fact; provided, however, that in the event that the share
certificates are not in issue and in case of change of entry in register of
beneficial owners, no share certificates need be submitted:
1. A change in surname or given name;
2. An appointment, change or removal of legal representative such as
parents or guardians;
3. A change of trade name or name of juridical person;
4. Reorganization of juridical person.
Article 25. (Notification by Non-Resident Shareholder)
-------------------------------------------------------
A shareholder and a beneficial owner or their legal representative
who resides in a foreign country shall make notification of a temporary address
in Japan for receipt of notice or appoint a standing agent in Japan. In the
event that any matter notified is changed, notification thereof shall be made.
Article 26. (Application to Registered Pledgees, etc.)
-------------------------------------------------------
The provisions of this Chapter shall apply mutatis mutandis to
registered
5
<PAGE>
pledgees, trustees of trust property and holders of fractional shares.
Article 27. (Special Provision regarding Various Notifications of Beneficial
-----------------------------------------------------------------------------
Owners)
-------
In case of notification by a beneficial owner set forth in this
Chapter, such notification shall be made through the participant; provided,
however, that in case of a change in the seal impression of the beneficial
owner, notification thereof need not be made through a participant.
CHAPTER VII.
PURCHASE OF FRACTIONAL SHARES
Article 28. (Method of Application for Purchase)
-------------------------------------------------
In case of application for purchase of fractional shares, a
prescribed application form therefor shall be submitted to the share handling
office or any of the intermediary share handling offices set forth in Article 2
(Transfer Agent).
Article 29. (Determination of Purchase Price)
----------------------------------------------
The purchase price of fractional shares in respect of which
application for purchase has been made shall be equal to the last selling price
of a share of the Company on the Tokyo Stock Exchange on the day on which the
application form set forth in the preceding Article is received by the share
handling office or any intermediary share handling office multipled by their
proportion to one share; provided, however, that if no transaction of the
Company's shares takes place on such stock exchange on such day or if such day
is not a business day of such stock exchange, the purchase price shall be equal
to the price at which the first transaction of the Company's shares takes place
on such stock exchange multiplied by their proportion to one share.
Article 30. (Payment of Purchase Price)
----------------------------------------
(1) The Company shall pay the amount of the purchase price calculated pursuant
to the preceding Article after deduction of the handling charges set forth in
Article 33 and consumption tax with respect thereto on the 6th business day
counting from the day next following the day on which the purchase price was
determined at the place where the application form for purchase was received;
provided, however, that, if the purchase price is a price cum right to receive a
dividend, stock split (free distribution) or subscription right or any other
right, the Company shall pay the purchase price on or prior to the record date,
or on or prior to the allotment date.
(2) The applicant for purchase may request that the purchase price be paid to
him by transfer to an account at a bank designated by him or by postal money
order.
Article 31. (Transfer of Fractional Shares Purchased)
------------------------------------------------------
The title to the fractional shares for which an application for
purchase has been made shall pass to the Company on the day on which payment of
the purchase price is made or the procedure for payment of the purchase price is
completed as provided in the preceding Article.
6
<PAGE>
CHAPTER VIII.
HANDLING CHARGES
Article 32. (Handling Charges with respect to Issuance and Reissuance of Share
-------------------------------------------------------------------------------
Certificates)
-------------
With respect to the handling of shares of the Company, the Company
may charge handling charges equal to the amount of stamp taxes imposed on the
issuance of the new share certificates plus the amount equal to consumption tax
relating thereto in the following cases:
1. In the case of delivery of share certificates pursuant to the
application for issuance set forth in Article 16 (Application for
Delivery of Share Certificates Not in Possession):
2. In the case of delivery of share certificates pursuant to the
application for reissuance set forth in Article 17 (Reissuance due to
Split or Consolidation):
3. In the case of delivery of share certificates pursuant to the
application for reissuance set forth in Article 18 (Reissuance due to
Loss):
4. In the case of delivery of share certificates pursuant to the
application for reissuance set forth in Article 19 (Reissuance due to
Stain, Mutilation or Damage):
Article 33. (Handling Charges with respect to Application for Purchase of
--------------------------------------------------------------------------
Fractional Shares)
------------------
Handling charges with respect to purchase of fractional shares
pursuant to Article 28 (Method of Application for Purchase) shall be the amount
determined after overall consideration to the general standard and other matters
and the Company shall charge the amount equal to consumption tax imposed thereon
in addition to the above handling charges.
SUPPLEMENTAL PROVISIONS
These Regulations shall come into force on May 26, 2000.
7
