**Exhibit 1.2**

 

*(TRANSLATION)*

 

 

**SHARE HANDLING REGULATIONS**

 

(Amended on March 25, 2003) 

 

 

 

**MATSUSHITA ELECTRIC INDUSTRIAL CO., LTD.**

*(TRANSLATION)*

 

**SHARE HANDLING REGULATIONS**

**OF**

**MATSUSHITA ELECTRIC INDUSTRIAL CO., LTD.**

*(Matsushita Denki Sangyo Kabushiki Kaisha)*

 

**CHAPTER I**

 

**GENERAL PROVISIONS**

 
**Article** **1.***    (Purpose)*
 

Pursuant to the authority granted by Article 10 of the Articles of Incorporation of the Company, as amended, these Regulations shall govern the denominations of sharecertificates, handling of shares of stock of the Company and charges therefor; handling of shares in respect of beneficial shareholders shall be governed by Chapter X of these Regulations. 

 
**Article** **2.***    (Transfer Agent)*
 

The Transfer Agent of the Company, its handling office and liaison offices shall be as follows: 

 

Transfer Agent:
  The Chuo Mitsui Trust and Banking Company, Limited 33-1, Shiba 3-chome, Minato-ku, Tokyo
Handling Office:
  The Chuo Mitsui Trust and Banking Company, Limited, Osaka Branch Office   2-21, Kitahama 2-chome, Chuo-ku, Osaka
Liaison Offices:
  Head office and all branch offices of The Chuo Mitsui Trust and Banking Company, Limited   Head office and all branch offices of Japan Securities Agents, Ltd.
 
**Article** **3.***    (Denominations of Share Certificates)*
 

1.    All share certificates to be issued by the Company shall be of the non-bearer type, and shall be in the denominations of one hundred (100),five hundred (500), one thousand (1,000), five thousand (5,000), ten thousand (10,000), one hundred thousand (100,000) shares and those representing any number less than one hundred (100) shares; provided, however, that the share certificates to bereissued to represent shares deposited with Japan Securities Depository Center, Inc. (the “Center”) in respect of which non-possession of share certificates was requested may be issued in the number of such shares to be reissued uponrepurchase by the Company thereof. 

 

2.    However, of theshare certificates referred to in the preceding paragraph, shareholders may not request for the issue of share certificates representing any number of shares less than one unit as provided for in Article 7 of the Articles of Incorporation(hereinafter referred to as “fractional unit shares”), except pursuant to the provisions of Articles 15, 16 and 19 hereof. 

 
**Article** **4.***    (Method of Making Requests**, Reports**and Applications, etc.)*
 

1.    All requests, reports, applications and other procedures withrespect to the business which the Company has entrusted to the Transfer Agent shall be made to the Transfer Agent. 

 

2.    All requests, reports and applications, etc. under these Regulations shall be made in the forms prescribed by the Company and affixed with theseal impression which has been filed with the Company under Article 9. 

3.    Should any request, report or application, etc. referred to in the preceding paragraph be madeby a proxy, a document evidencing the authority of such proxy shall be submitted, or if the consent of a curator (*hosanin*) or an assistant (*hojonin*) is required, a document evidencing such consent shall be submitted, to the TransferAgent. 

 

**CHAPTER II**

 

**REGISTRATION OF TRANSFER OF SHARES**

 
**Article** **5.***    (Registration of Transfer of Shares)*
 

1.    In case registration of transfer of shares is requested, a written request therefor shall be submitted together with the share certificatesconcerned. 

 

2.    In case registration of transfer ofshares is requested for reasons other than assignment, a written request therefor and the share certificates concerned together with a document evidencing the reason for such acquisition shall be submitted; provided, however, that if no sharecertificates 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 transfer of shares requires the compliance with a special procedure by laws orordinances, a document evidencing the completion of the compliance with such special procedure shall also be submitted. 

 

**CHAPTER III**

 

**REGISTRATION OF PLEDGE**

**AND INDICATION OF TRUST PROPERTY**

 
**Article** **7.**    *(Registration of Pledge and Cancellation Thereof)*
 

In case registration of a pledge or cancellation thereof is requested in respect of shares, a written request therefor jointly signed by thepledgor and the pledgee shall be submitted together with the share certificates concerned. 

 
**Article** **8.***    (Indication of Trust Property and Cancellation Thereof)*
 

In case indication of a trust property or cancellation thereof is requested in respect of shares, a written request therefor shall besubmitted either by the trustor or by the trustee together with the share certificates concerned. 

 

**CHAPTER IV**

 

**REPORTS**

 
**Article** **9.    ***(Reports of Name, Address and Seal Impression)*
 

1.    A shareholder, his/her registered pledgee or his/her legal representative, if any, shall report their names,addresses and seal impressions; provided, however, that a foreigner 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. 

**Article 10.***    (Report of Address by Nonresident Shareholders)*****

 

1.    A shareholder and his/her registered pledgee or his/her legalrepresentative, if any, 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 a report thereof shall be submitted.

 

2.    The provisions of the preceding Article shall apply*mutatis mutandis* to the standing proxy. 

 

**Article11.***    (Representative of Corporation)*****

 

1.    If a shareholder is a corporation, the name of a representative of such corporation shall be reported. 

 

2.    With respect to any change in the matters referred to in the preceding paragraph, a written report thereof shall be submitted together with acertified copy of the extract of the corporate registration record. 

 

**Article12.***    (Representative of Jointly-Owned Shares)*****

 

1.    Shareholders who own shares jointly shall appoint one representative and a report thereof signed by all such shareholders shall be submitted. 

 

2.    The same shall apply in case of any change occurring in such representative. 

 

**Article 13.***    (Change in Entries in the Register ofShareholders and in Share Certificates)*****

 

Should it be desired tomake any change of an entry in the register of shareholders or in share certificates for the following reasons, a written report thereof shall be submitted together with the share certificates concerned and any document evidencing the fact of suchchange: 

 
 1) change of family name, or first name; 
 
 2) appointment of legal representative, change or cancellation thereof; 
 
 3) change of trade name or corporate name; and 
 
 4) change in corporate organization. 
 

**CHAPTER V**

 

**REISSUANCE OF SHARE CERTIFICATES**

 

**Article14.***    (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.

 

**Article 15.***    (Reissuance due to Defacement orMutilation)*****

 

In case issuance of new share certificates is requesteddue 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 notbecause of excessive defacement or mutilation, the procedure prescribed in Article 19 hereof shall apply *mutatis mutandis*. 

 

**Article 16.***    (Reissuance due to Completion of Columns for Endorsement)*****

 

In case all the columns for endorsement of a share certificate have been filled, the Companyshall retrieve such share certificate and issue a new share certificate. 

**CHAPTER VI**

 

**REISSUANCE OF SHARE CERTIFICATES DUE TO LOSS**

 

**Article****17.***    (Application for Registration of Loss of Share Certificates and Application forCancellation Thereof)*

 

1.    In case where registrationof loss of share certificates is applied, the application form therefor shall be submitted together with a document evidencing acquisition of the share certificates concerned, a document evidencing loss thereof and a document for identification ofthe applicant; provided, however, in case where the person who applies for registration of loss of share certificates is the registered shareholder or pledgee of such lost share certificates, the application form therefor shall be submitted togetheronly with a document evidencing loss thereof. 

 

2.    Incase where those who registered the loss of share certificates apply for cancellation of such registration mentioned in the preceding paragraph, the application form therefor shall be submitted. 

 

**Article 18.***    (Application for Objection to Registration ofLoss of Share Certificates)*****

 

In case where objection to registrationof loss of share certificates is applied, the application form therefor shall be submitted together with the share certificates concerned and a document for identification of the applicant; provided, however, in case where shareholders or theregistered pledgees apply for such objection, a document for identification of the applicant shall not be required. 

 

**Article 19.***    (Reissuance due to Lapse of Share Certificates)*****

 

In case where reissuance of lapsed share certificates are requested, a written request therefor shall be submitted. 

 
**Article** **20.***    (Application of the Provisions concerning the Reports)*
 

In case where those who registered the loss of share certificates, and who are not either shareholders or registered pledgees, amend thedescription in the register of lost share certificates recorded in writing or in digital format, the provisions of Chapter IV hereof shall be applied *mutatis mutandis*. 

 

**CHAPTER VII**

 

**NON-POSSESSION OF SHARE CERTIFICATES**

 

**Article 21.***    (Request for Non-possession of Share Certificates)*****

 

In case non-possession of share certificates is requested, a written request therefor shall be submitted together with the sharecertificates concerned; provided, however, that if the share certificates concerned have not yet been issued, submission of share certificates shall not be required. 

 
**Article** ******22.***    (Request for Issuance or Delivery of Share Certificates Placed in Non-possession Status)*
 

In case a shareholder who has requested non-possession of share certificates requests theissuance or return of the share certificates, a written request therefor shall be submitted; provided, however, that no request may be made for delivery of share certificates representing fractional unit shares if the Company has treated thecertificates for such shares as non-issued share certificates. 

**CHAPTER VIII**

 

**PURCHASE OF FRACTIONAL UNIT SHARES**

 

**Article 23.***    (Request for Purchase of Shares)*****

 

In case purchase of fractional unit shares by the Company is requested, a request therefor inthe form prescribed by the Company 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.

 
**Article** **2****4.***    (Purchase Price)*
 

The purchase price per share of the fractional unit shares shall be the last selling price of the shares at the Tokyo Stock Exchange on the day when such request and theshare certificates are received by the Handling Office or any of the Liaison Offices of the Transfer Agent referred to in Article 2; provided, however, that if no sales were made on such day at the Tokyo Stock Exchange, the price at which the shareswere first sold thereat subsequent to that day shall be the purchase price. 

 
**Article** **2****5.***    (Payment of Purchase Price)*
 

1.    The purchase price shall be paid on and after the day specified by the Company which will be within six business days from the day following theday when the purchase price is fixed pursuant to the preceding Article, at the place where the request for purchase was submitted, to the shareholder who requested such payment. 

 

2.    The shareholder who made a request for such purchase may request that such payment be made by way of transfer to abank account designated by him/her, or by postal money order. 

 

3.    At the time of payment of such purchase price, share handling charges provided for in item 3 of Article 27 shall be deducted. 

 

**Article 26.***    (Transfer of Title o******f Purchased Shares)*****

 

When purchase of fractional unit shares by the Company is requested, the title to such sharesshall be transferred to the Company on the date specified by the Company in the case provided in paragraph 1 of the preceding Article, or on the date when all payment procedures have been completed in the case provided in paragraph 2 of thepreceding Article. 

 

**CHAPTER IX**

 

**HANDLING CHARGES**

 

**Article 27.***    (Handling Charges)*****

 

Handling charges in connection with shares of the Company shall be as follows: 

 

1.    In the case of issuing share certificates pursuant to Article 15.(Reissuance due to Defacement or Mutilation), Article 19. (Reissuance due to Lapse of Share Certificates), and Article 22. (Request for Issuance or Delivery of Share Certificates Placed in Non-possession Status): 

 

The charges shall be an amount equivalent to the amount of revenue stampsincurred for the issuance of the new share certificates. 

 

2.    In the case of application for registration of loss of share certificates pursuant to Article 17. *(Application for Registration of Loss of Share Certificates and A**pplication**for CancellationThereof)*: 

 

The charges shall be the aggregate amountprovided below: 

 

8,600 yen per one application for registrationof loss of share certificates 

500 yen per one lost share certificate. 

3.    In the case of purchasing of fractional unit shares pursuant to Article 23. *(Request for**Purchase of Shares)*: 

 

The charges shall be theamount equal to the proportion of an amount set forth below as equivalent to the brokerage commission for sales of shares to the relevant number of fractional unit shares so purchased. 

 

In respect of the total amount obtained by multiplying the purchase price per share provided for in Article 24 by the numberof shares constituting one unit of shares: 

 

For the portion ofnot more than one million (1,000,000) yen: 1.15% 

 

For theportion of more than one million (1,000,000) yen and not more than five million yen (5,000,000) yen: 0.9% 

 

(Any amount less than one (1) yen shall be disregarded.) 

 

**CHAPTER X**

 

**SPECIAL TREATMENT**

**WITH RESPECT TO BENEFICIAL SHAREHOLDERS**

 
**Article** **2****8.***    (Entry into Register of Beneficial Shareholders)*
 

**The entry into the register of beneficial shareholders in writing or in digital format shall be made based on the notice ofbeneficial shareholders from the Center and beneficial shareholder cards. 

 

**Article 29.***    (Beneficial Shareholder Cards)*****

 

The beneficial shareholders shall file with the Company their beneficial shareholder cards through any participant of the Center (the “Participant”). 

 

**Article 30.***    (Integration)*****

 

In case any shareholder whose name appears on the register of shareholders in writing or indigital format is deemed to be the same person as any beneficial shareholder whose name appears on the register of beneficial shareholders in writing or in digital format because of the identity of names and addresses, the respective numbers ofshares of each such registration shall be aggregated in respect of the exercise of rights of shareholders. 

 

**Article 31.***    (Reports by Beneficial Shareholders)*****

 

1.    The provision of Chapter IV shall be applicable, *mutatis mutandis*, to the beneficial shareholders; provided, however, that submission ofshare certificate(s) shall not be required for changing the entry in the register of beneficial shareholders. 

 

2.    Whenever the beneficial shareholders shall make any reports as provided in the preceding paragraph to the Company, such report shall be made through the Participant, except when the change ofthe registered seal impression is made. 

 
**Article** ******32.***    (Purchase of Fractional Unit Shares of Beneficial Shareholders)*
 

The provisions of Chapter VIII shall be applicable, *mutatis mutandis*, to thebeneficial shareholders; provided, however, that if any beneficial shareholder requests the purchase of fractional unit shares, he/she shall do so through the Participant(s) and the Center. 

**Article 33.***    (Miscellaneous)*****

 

Treatment and handling relating to the beneficial shareholders shall be governed by the rulesor regulations established by the Center in addition to this Chapter. 

 

**SUPPLEMENTARY PROVISION**

 

**Article 1.**

 

Treatment of share certificates, with respect to which procedures of public summons forjudgment of nullification were begun before April 1, 2003, shall be as indicated below, and Chapter VI, and Item 1 and 2 of Article 27 shall not apply. 

 

1.    In case issuance of new share certificates is requested due to loss, a written request therefor shall be submitted together with a certifiedtranscript of the judgment of nullification of such lost share certificates. 

 

2.    Handling charges in the case of issuing share certificates pursuant to the preceding paragraph shall be an amount equivalent to the amount of revenue stamps incurred for the issuance of the new share certificates.

 

**Article 2.**

 

The amendments to these Regulations shall come into force on April 1, 2003.