-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R4kDeRYnEnKiA6BAA/wddfnXXF3Om6pwWR16cuqF9Ux8teNs1mON/wfPoQfYe6li Oa58eQKYVcpEHRsIb8TVtA== 0001145549-02-000141.txt : 20020610 0001145549-02-000141.hdr.sgml : 20020610 20020607085100 ACCESSION NUMBER: 0001145549-02-000141 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020606 FILED AS OF DATE: 20020607 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RICOH CO LTD CENTRAL INDEX KEY: 0000317891 STANDARD INDUSTRIAL CLASSIFICATION: PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861] STATE OF INCORPORATION: M0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 002-68279 FILM NUMBER: 02672896 BUSINESS ADDRESS: STREET 1: 15-5 1-CHOME MINAMI-AOYAMA STREET 2: MINATO-KU CITY: TOKYO 107 JAPAN STATE: M0 ZIP: 00000 6-K 1 k00236e6vk.txt RICOH COMPANY, LTD. ================================================================================ F O R M 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 June, 2002 Ricoh Company, Ltd. (Translation of Registrant's name into English) 15-1, Minami-Aoyama 1-Chome, Minato-ku, Tokyo 107-8544, 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- .) --- ================================================================================ SIGNATURE Pursuant to the Requirements of the Securities Exchange Act of 1934, the registrant has duty caused this report to be signed on its behalf by the undersigned, thereunto duty authorized. /s/ Ricoh Company, Ltd. ----------------------- (Registrant) Date June 6, 2002 By: /s/ Tatsuo Hirakawa ------------------- Name: Tatsuo Hirakawa Title: Deputy President EX-99.1 3 k00236exv99w1.txt NOTICE OF ORDINARY GENERAL MEETING OF SHAREHOLDERS EXHIBIT 99.1 (Translation of the original notice issued in Japanese) JUNE 6, 2002 NOTICE OF 102ND ORDINARY GENERAL MEETING OF SHAREHOLDERS DEAR SHAREHOLDER: Ricoh Company, Ltd. will hold its 102nd ordinary general meeting of shareholders, which we cordially invite you to attend. If you cannot be there, you can exercise your voting right in writing. In that case, please peruse the attached documents, fill out and sign the enclosed voting form, stating an Aye or a Nay on the agenda. The form must reach us by no later than Wednesday, June 26, 2002. 1. Date: 10 a.m., Thursday, June 27, 2002 2. Venue: Ricoh's registered head office: 3-6, Nakamagome 1-chome, Ohta-ku, Tokyo 3. Meeting Agenda: - Presentation of business report and financial statements The Balance Sheets as of March 31, 2002, and the Statements of Income and the Business Report for fiscal year 2002 (April 1, 2001, to March 31, 2002). - Resolutions Agenda 1: Approval of the proposed appropriation of retained earnings for fiscal year 2002 Agenda 2: Purchases of its own shares The main point of this agenda is as described in the "Documents for Reference in the Exercise of Voting Rights" (see page 25). Agenda 3: Partial amendment of the Articles of Incorporation The main point of this agenda is as described in the "Documents for Reference in the Exercise of Voting Rights" (see pages 25 through 28). Agenda 4: Election of 13 directors Agenda 5: Granting of retirement gratuities to a retired director (Please read the attached documents for details) Yours sincerely, Masamitsu Sakurai, President Ricoh Company, Ltd. 3-6, Nakamagome 1-chome, Ohta-ku, Tokyo P.S. If you attend the meeting, you are requested to submit the enclosed voting form to the receptionist. 1/35 ATTACHMENT BUSINESS REPORT (April 1, 2001 to March 31, 2002) 1. OPERATING CONDITIONS (1) OPERATING PROGRESS AND RESULTS (a) Overview In fiscal 2002, ended March 31, 2002, operating conditions in Japan were extremely adverse, as the economy headed into recession in the second half of the period, after which it became impossible to sufficiently trim excess assets and personnel. In the United States, the terrorist strikes hampered personal consumption, but the economy regained momentum after inventory adjustments ran their course. Europe experienced only slow growth, reflecting the impact of the German economy. Deteriorating economic conditions in Japan and the United States strengthened concerns about a slowdown in China, but the nation's economy remained on track for fast expansion. Against this backdrop, Ricoh drew on its Group vision of becoming a winner in the 21st century and its redefinition of its business areas in keeping with Image Communication, which aims to boost office productivity, to globally provide new products and services that reflect the needs of its customers. Under its 13th medium-term management plan, from April 1999 through March 2002, Ricoh's basic management policies were: i. Renovation of group management with the aim of increasing corporate value ii. Reform of business and profitability structure with the aim of maintaining steady growth iii. Reinforcement of cash flow management and realization of low cost business structure Fiscal 2002 was the last year of that management plan, and we strove to achieve these objectives on a Group basis. Ricoh's prime management priority in building corporate value is to improve customer satisfaction, which is at the heart of management strategies and policies. The third-party organizations has placed Ricoh first in customer satisfaction among Japanese copier makers for the seventh year running. This heightened profile helped generate the solid results of recent years. Ricoh has restructured so it can keep expanding corporate value. As part of that effort, it instituted an executive officer system, under which it transferred considerable authority and responsibility to individual businesses. It also appointed external directors to the board. 2/35 Our basic strategies for delivering growth are to: - - Expand our market share in networked systems - - Deploy printing solutions - - Strengthen our operations in five key regional markets worldwide (Japan, the Americas, Europe, Asia and Oceania, and China) In expanding our share of the networked imaging equipment market, we have focused on meeting demand for speed and sophisticated networking. Several key models have been particularly well received. Among them are low-cost, fast digital copiers like MF105 Pro (Aficio 1050) which can be utilized both for professional and general office setups. The growing popularity of our digital offerings has helped us improve our position not just in domestic but also U.S. and European high-speed-model markets. We have also done extremely well in Japan and abroad with the Imagio Neo series. This new generation of copiers makes it simple to digitalize, store, and retrieve documents, and has helped us keep and extend our lead in the market for digital copiers including multifunctional printers (MFPs). Imagio Neo series machines are based on the Ricoh Document Highway concept, a common software platform that lets users link equipment and applications as they desire, and is compatible with the Ridoc Document System, a user-friendly setup that enhances document management. We have sold many of these machines packaged with solutions software, which has contributed greatly to performance. With demand for color equipment surging, we have enjoyed excellent sales of the IPSiO Color 8000 series, a printer that offers output speeds and pricing comparable to monochrome platforms. This offering has reinforced our No. 1 share of the domestic color laser market while helping us bolster our presence internationally. Over the past few years, customers have shifted swiftly away from standalone machines toward networkable equipment and supporting software and services. They increasingly seek new solutions that lower the total cost of ownership and streamline office work. Ricoh responded swiftly to this trend in Japan by establishing five regional headquarters, in the Tohoku, Chugoku, Chubu, Kyushu, and Kansai areas. Such a setup can help us spread our solutions expertise and support capabilities regionally while consolidating the peripheral operations of regional sales companies, thereby lowering Group costs. To strengthen global operations, we built an international direct sales network. The latest component of this setup is Lanier Worldwide, Inc., which we acquired in January 2001. This subsidiary sells and services imaging and other office equipment in the United States and Europe. This purchase helped us step up our drive to become a global solutions provider, cultivating large corporations and other new customers, which led us to increase sales of networked and solutions products. 3/35 Ricoh has taken various steps to build a high-efficiency, low-cost operating structure to overcome the challenges of deflation. We are working intensively on our supply chain management system to improve customer satisfaction while enhancing cash flow. We have also instituted programs to overhaul revenue and earnings structures for everything from Group sales, and development to production and peripheral operations. During the year under review, domestic sales declined, but export sales were solid on the backs of demand for copiers and communications and information systems. As a result, net sales increased 0.5%, to 860.1 billion yen. Operating income jumped 15.3%, to 69.9 billion yen. This stemmed from enhanced productivity, which lowered costs, and higher exports, which offset a domestic revenues and earnings downturn. After converting the proceeds of exports into foreign currencies, the Company posted foreign exchange losses, compared with gains in the previous corresponding period. Consequently, ordinary income slipped 2.6%, to 67.6 billion yen. Unlike in fiscal 2001, Ricoh did not incur extraordinary losses from retirement payments, leading to a 16.5% jump in net income, to a record 40.0 billion yen. (b) Segment Performance Performances in our main segments were as follows. - - COPIERS AND RELATED SUPPLIES - In this business area, we continued to focus strategically on meeting strong customer demand in Japan and abroad for speed and networking. Segment sales thus advanced 1.4%, to 564.8 billion yen. Our low-cost, high-speed Imagio MF105 Pro (Aficio 1050 overseas) and the Imagio MF 8570 (Aficio 850) were popular domestically and overseas. The Imagio Neo 350/450 (Aficio 1035/1045) series continued to enjoy strong demand. These models are part of a new generation of multifunctional network-connective machines that deliver improved links with document management systems and streamline everything from document input/output to sharing and administration. Also during the year, Ricoh broadened its lineup with the launch of the fast Imagio NEO 750/600 series and the entry-level Imagio Neo 220/270 (Aficio 1022/1027) series. - - COMMUNICATIONS AND INFORMATION SYSTEMS - During the term, we endeavored to expand sales of offerings that satisfy demand for networkable color printers and make document management more efficient. Sales in this segment thus rose 2.9%, to 243.1 billion yen. With demand for color office documents surging owing to increased use of personal computers and the Internet, the color laser printer market has continued to expand. During the period under review, we released the IPSiO Color 8100 (Aficio AP3800C) to succeed the IPSiO Color 8000, which had enjoyed great popularity as a fast color machine, thus bolstering our sales in the printer field. Also during the term, we launched many more printers overseas, thus greatly increasing export sales. In the optical disc business, exports were up considerably for DVD(DVD+RW) and CD(CD-RW) drives, while sales of key components rose greatly. 4/35 - - PHOTOGRAPHIC EQUIPMENT - We strove to expand our presence in personal products through the successful launch of the Caplio RR10, a digital camera that is compact and ultrathin and which allows users to transfer data to their personal computers at the click of a button. Despite these efforts, segment sales were just 7.1 billion yen. - - OTHER BUSINESSES - Our semiconductor business suffered from a global downturn in global demand for communications equipment. Segment sales thus fell 16.7%, to 45.0 billion yen. SALES BY CATEGORY
- -------------------------------------------------------------------------------------------------- Category Major Products Sales Percentage of (Millions of yen) Total - -------------------------------------------------------------------------------------------------- Analog, digital, and color copiers and Copiers and multifunctional printers, digital Related Supplies stencil duplicators, related 564,830 65.7% service/support and supplies, and others - -------------------------------------------------------------------------------------------------- Facsimiles, laser printers, Personal computers, PC servers, network systems, Communications and network related software, application Information Systems software, optical disc products, 243,171 28.3% information-related service/support and supplies, and others - -------------------------------------------------------------------------------------------------- Photographic Digital and conventional cameras, 7,107 0.8% equipment lenses, and others - -------------------------------------------------------------------------------------------------- Other Businesses Semiconductors, printed circuit boards, 45,039 5.2% and others - --------------------------------------------------------------------------------------------------
5/35 (2) PLANT AND EQUIPMENT INVESTMENT In fiscal year 2002, we invested 18.6 billion yen in plant and equipment, as follows: (a) Major equipment and facilities expansions completed during the year: Electronic components plant (Yashiro Plant) Related supplies plant (Numazu Plant) Related supplies plant (Fukui Plant) (b) Major expansions in progress during the year: Electronic components plant (Yashiro Plant) Related supplies plant (Numazu Plant) Related supplies plant (Fukui Plant) (3) FUNDING To secure funding for plant and equipment and for affiliates, Ricoh made two bond issues during the term, on March 6, 2002. One was its fourth unsecured bond issue (35 billion yen in straight bonds, 0.87%, due March 6, 2007). The other was its fifth unsecured issue (25 billion yen in straight bonds, 1.34%, due March 6, 2009). (4) SUMMARY OF OPERATING RESULTS
(Millions of yen) - --------------------------------------------------------------------------------------- Year ended Year ended Year ended Year ended March 31, March 31, March 31, March 31, 1999 2000 2001 2002 - --------------------------------------------------------------------------------------- Net sales 720,502 777,501 855,499 860,149 - --------------------------------------------------------------------------------------- Net income 18,977 22,613 34,404 40,085 - --------------------------------------------------------------------------------------- Earnings per share (yen) 27.44 32.69 49.67 57.42 - --------------------------------------------------------------------------------------- Total assets 755,016 763,078 824,119 908,009 - ---------------------------------------------------------------------------------------
Note: Earnings per share are based on the average number of shares of common stock during the fiscal year. In fiscal 2002, net income per share was calculated after deducting the number of shares of treasury stock from the average number of shares for the year. 6/35 (5) OUTLOOK Our 13th medium-term management plan was instrumental in allowing us to deliver such solid results. That said, we consider it crucial to keep responding to the growing sophistication of customer needs and intensifying competition in adverse economic conditions. It will be particularly important to better identify underlying demand. As well as helping improve customer productivity and cutting costs, we will concentrate on exploring issues that existing customers have yet to consider while doing even more to seek solutions with our customers. To those ends, we intend to deliver new value for customers through our customer satisfaction-oriented management and efforts to reinforce our technological capabilities. Ricoh has already earned top marks from third-party organizations for its environmental initiatives, and considers it imperative to continue championing the environment. In line with that goal, we have instituted the Ricoh Action Plan for fiscal 2003 through 2005, which builds on the achievement of its preceding three-year plan. Under this new initiative, we aim to go beyond responding to environmental issues and safeguarding the environment to generate profits through our environmental management program. The next fiscal term is the first year of our 14th medium-term management plan (April 2002 through March 2005), another three-year effort, and will focus on pursuing and building on the reforms of the 13th plan. In other words, we will strive to reinforce our technological base so we can become the world's best manufacturer as a winner in the 21st century. We will also change our business focus from merely being a producer to become a solutions provider. At the same time, we will strive companywide to cultivate the human resources needed for such a transformation. In the years ahead, we will endeavor to contribute both to our communities and the environment as part of our social mission while continuing to achieve high levels of trust from our customers and other stakeholders and delivering new value. 7/35 2. PROFILE (AS OF MARCH 31, 2002) (1) PRINCIPAL SALES OFFICES AND PLANTS (a) Head office: 3-6, Nakamagome 1-chome, Ohta-ku, Tokyo (b) Sales Offices:
- ----------------------------------------------------------------------------------------- Name Location - ----------------------------------------------------------------------------------------- Principal Executive Office Minato-ku, Tokyo - ----------------------------------------------------------------------------------------- Ginza Office Chuo-ku, Tokyo - ----------------------------------------------------------------------------------------- Shinyokohama Office Yokohama, Kanagawa - ----------------------------------------------------------------------------------------- Sapporo Branch Sapporo, Hokkaido - ----------------------------------------------------------------------------------------- Sendai Branch Sendai, Miyagi - ----------------------------------------------------------------------------------------- Kanto Branch Saitama, Saitama - ----------------------------------------------------------------------------------------- Tokyo Branch Chuo-ku, Tokyo - ----------------------------------------------------------------------------------------- Nagoya Branch Nagoya, Aichi - ----------------------------------------------------------------------------------------- Osaka Branch Suita, Osaka - ----------------------------------------------------------------------------------------- Hiroshima Branch Hiroshima, Hiroshima - ----------------------------------------------------------------------------------------- Fukuoka Branch Fukuoka, Fukuoka - -----------------------------------------------------------------------------------------
(c) Laboratories and Plants:
- ----------------------------------------------------------------------------------------- Name Location - ----------------------------------------------------------------------------------------- Research and Development Center Yokohama, Kanagawa - ----------------------------------------------------------------------------------------- Software Research Center Bunkyo-ku, Tokyo - ----------------------------------------------------------------------------------------- Applied Electronics Institute Natori, Miyagi - ----------------------------------------------------------------------------------------- Ohmori Office Ohta-ku, Tokyo - ----------------------------------------------------------------------------------------- Ohmori Office 2 Ohta-ku, Tokyo - ----------------------------------------------------------------------------------------- Atsugi Plant Atsugi, Kanagawa - ----------------------------------------------------------------------------------------- Hatano Plant Hatano, Kanagawa - ----------------------------------------------------------------------------------------- Gotemba Plant Gotemba, Shizuoka - ----------------------------------------------------------------------------------------- Numazu Plant Numazu, Shizuoka - ----------------------------------------------------------------------------------------- Fukui Plant Sakai-gun, Fukui - ----------------------------------------------------------------------------------------- Ikeda Plant Ikeda, Osaka - ----------------------------------------------------------------------------------------- Yashiro Plant Kato-gun, Hyogo - -----------------------------------------------------------------------------------------
8/35 (2) SHAREHOLDERS' EQUITY (a) Total number of shares: Authorized 1,000,000,000 Issued 727,278,256 (b) Number of shareholders at year-end: 47,418 (c) Major shareholders:
- ---------------------------------------------------------------------------------------- Name Interest in Ricoh Ricoh's interest in shareholder --------------------------------------------------------- Thousands of % of total Thousands of % of total shares shares - ---------------------------------------------------------------------------------------- Japan Trustee Services Bank, Ltd. (Trust Account) 63,676 8.75 _ _ - ---------------------------------------------------------------------------------------- The Mitsubishi Trust and Banking Corporation (Trust Account) 45,127 6.20 _ _ - ---------------------------------------------------------------------------------------- Nippon Life Insurance Company 32,534 4.47 _ _ - ---------------------------------------------------------------------------------------- UFJ Bank, Ltd 27,250 3.74 _ _ - ---------------------------------------------------------------------------------------- UFJ Trust Bank, Ltd (Trust Account) 25,146 3.45 _ _ - ---------------------------------------------------------------------------------------- The Fuji Bank, Ltd 21,546 2.96 _ _ - ---------------------------------------------------------------------------------------- The Bank of Tokyo-Mitsubishi, Ltd. 21,545 2.96 _ _ - ---------------------------------------------------------------------------------------- NIPONKOA Insurance Co., Ltd. 19,015 2.61 55 0.01 - ---------------------------------------------------------------------------------------- The New Technology Development Foundation 15,636 2.15 _ _ - ---------------------------------------------------------------------------------------- THE CHASE MANHATTAN BANK N.A. LONDONS.L. OMNIBUS ACOUNT 12,600 1.73 _ _ - ----------------------------------------------------------------------------------------
Note: 1. In addition to the above, stakes in the Company include 1,000,000 shares (0.13%) that NIPPONKOA Insurance Co., Ltd., owns and has entrusted with UFJ Trust Bank Limited. UFJ Trust Bank Limited is the nominal owner, but NIPPONKOA Insurance Co., Ltd. reserves the right to instruct on exercising voting rights on these shares. 2. Owing to the mergers of several financial institutions into the Mizuho Financial Group, the shares owned by The Fuji Bank, Ltd., were transferred to the Mizuho Corporate Bank, Ltd., as of April 1, 2002. (d) Acquisition, disposal, and ownership of shares of treasury stock : (1) Treasury stock acquired Acquisitions through purchases of share packages less than one new unit (tangen) Number of shares of common stock 446,928 Acquisition cost 1,054 million yen (2) Treasury stock disposed of Number of shares of common stock 269,000 Disposal cost 649 million yen (3) Number of treasury stocks at year-end Number of treasury stocks of common stock 191,518 9/35 (3) STATUS OF CONSOLIDATION (a) Major Consolidated Subsidiaries:
- -------------------------------------------------------------------------------------------------------- Paid-in Capital (millions of Name yen, except % of total Principal Businesses where indicated) - -------------------------------------------------------------------------------------------------------- Tohoku Ricoh Co., Ltd. 2,272 66.13 Manufacturing copiers and information equipment - -------------------------------------------------------------------------------------------------------- Ricoh Elemex Corporation 3,456 50.86 Manufacturing copiers and information equipment - -------------------------------------------------------------------------------------------------------- Tokyo Ricoh Co., Ltd. 418 100.00 Marketing copiers and information equipment - -------------------------------------------------------------------------------------------------------- Osaka Ricoh Co., Ltd. 210 100.00 Marketing copiers and information equipment - -------------------------------------------------------------------------------------------------------- NBS Ricoh Co., Ltd. 50 100.00 Marketing office supplies - -------------------------------------------------------------------------------------------------------- Ricoh Technosystems Co., Ltd. 1,000 100.00 Marketing information equipment and maintaining copiers and information equipment - -------------------------------------------------------------------------------------------------------- Ricoh Leasing Co., Ltd. 6,340 54.47 General leasing - -------------------------------------------------------------------------------------------------------- Ricoh Asia Industry 27 (millions Manufacturing copiers and (SHENZIEN) Ltd. of US Dollars) 100.00 information equipment and manufacturing office supplies - -------------------------------------------------------------------------------------------------------- Ricoh Asia Industry Ltd. 180 (millions 90.00 Marketing copiers and of Hong Kong information equipment dollars) - -------------------------------------------------------------------------------------------------------- Ricoh Electronics, Inc. 27 (millions 100.00 Manufacturing copiers and of US Dollars) information equipment and manufacturing and marketing office supplies - -------------------------------------------------------------------------------------------------------- Ricoh Corporation 192 (millions 100.00 Marketing copiers and of US Dollars) information and photographic equipment - -------------------------------------------------------------------------------------------------------- Lanier Worldwide, Inc. 256 (millions 100.00 Marketing copiers and of US Dollars) information equipment - -------------------------------------------------------------------------------------------------------- Ricoh Europe B.V. 13 (millions 100.00 Marketing copiers and of Euro) information and photographic equipment - -------------------------------------------------------------------------------------------------------- NRG Group Plc 49 (millions 100.00 Marketing copiers and of Pounds information and Sterling) photographic equipment - --------------------------------------------------------------------------------------------------------
Note: The shareholding ratios in Tohoku Ricoh Co., Ltd., Ricoh Elemex Corporation, Ricoh Leasing Co., Ltd., Osaka Ricoh Co., Ltd., Ricoh Asia Industry(SHENZIEN) Ltd., Ricoh Electronics, Inc., and Lanier Worldwide, Inc. include shares owned by subsidiaries. 10/35 (b) Consolidations There were no specific transfers of subsidiaries to mention. (c) Consolidation Results The Ricoh group has 331 consolidated subsidiaries, including the 14 listed above, and 73 affiliates accounted for under the equity method. Consolidated net sales in fiscal year 2002 were 1,672.3 billion yen, up 134 billion yen (8.7%) from a year earlier. Consolidated net income was 61.6 billion yen, a 8.3 billion yen (15.8%) gain. Both sales and earnings increased for a eighth consecutive year and were record highs. (4) EMPLOYEES
- ------------------------------------------------------------------------------------ No. of Change from Average Age Average Years in Employees Previous Year Service - ------------------------------------------------------------------------------------ Male 10,495 -55 41.2 18.2 - ------------------------------------------------------------------------------------ Female 1,666 -26 32.4 11.4 - ------------------------------------------------------------------------------------ Total 12,161 -81 40.0 17.2 - ------------------------------------------------------------------------------------
11/35 (5) DIRECTORS AND CORPORATE AUDITORS
- ----------------------------------------------------------------------------------------- Position or Principal Duty Name - ----------------------------------------------------------------------------------------- Chairman and Representative Director Hiroshi Hamada President and Representative Director Masamitsu Sakurai Deputy President and Representative Director Haruo Kamimoto (SCM Structural Reform, CS & Quality, Environment, Social Contribution, Public Relations, etc.) Deputy President and Representative Director Tatsuo Hirakawa (Corporate Planning, IR, Accounting, Personnel, etc.) Executive Managing Director Naoto Shibata (Marketing in Europe and Middle East) Executive Managing Director Kohichi Endo (Production, Materials Procurement, and Information Technology Solutions; General Manager of Production Business Division) Managing Director Masami Takeiri (Overseas Marketing; General Manager of International Marketing Group) Managing Director Makoto Hashimoto (Planning, Development, and Engineering of Personal Multimedia System; President of Personal Multimedia Company) Managing Director Masayuki Matsumoto (Domestic marketing and Ricoh Venture Program; General Manager of Marketing Group) Director Josei Itoh (Comprehensive Business Administration) (Chairman and Representative Director of Nippon Life Insurance Company) Director Nobuo Mii (Information Communication Business and Technological Matters) (Managing Partner of Ignite Group) Corporate Auditor (Full-time) Hisaaki Koga Corporate Auditor (Full-time) Hideyuki Takamatsu Corporate Auditor Kenji Matsuishi (President of Matsuishi Law Office) Corporate Auditor Takehiko Wada (President and Representative Director of Sanai-oil Co., Ltd.) - -----------------------------------------------------------------------------------------
Notes: 1. In fiscal year 2002, the Board of Directors changed as follows: June 2001: Mr. Minoru Tajima retired from corporate auditor. June 2001: Mr. Takehiko Wada assigned as corporate auditor Sep 2001: Mr. Masaaki Iida retired from Managing Director 2. Corporate auditors Kenji Matsuishi and Takehiko Wada are outside auditors as stipulated in Paragraph 1, Article 18 of the Law Concerning the Special Measures Applicable to Auditing Practices under the Commercial Code. 12/35 BALANCE SHEET (As of March 31, 2002)
(Millions of Yen) - ----------------------------------------------------------------------------------------------------------------------------------- Assets Liabilities Current Assets: Current Liabilities: Cash and cash equivalent 5,976 Notes payable-trade 6,944 Notes receivable-trade 8,805 Accounts payable-trade 97,242 Accounts receivable-trade 178,421 Convertible bonds maturing within one year 29,886 Marketable securities 170,847 Accounts payable-other 5,648 Finished goods 23,530 Accrued expenses 44,622 Raw materials 3,446 Accrued corporate tax and other 14,658 Work-in-process 7,115 Reserve for Accrued Bonuses 17,131 Supplies 6,156 Warranty reserve 333 Short-term loans receivable 3,286 Other current liabilities 9,022 Deferred tax assets 15,646 Total Current Liabilities 225,489 Accounts receivable-other 127,412 Other current assets 3,846 Fixed Liabilities: Allowance for Doubtful Accounts -1,594 Bonds 100,000 Total Current Assets 552,898 Reserve for Retirement Benefit Obligations 28,068 Reserve for directors' retirement allowances 758 Fixed Assets: Total Fixed Liabilities 128,826 Tangible Fixed Assets: Total Liabilities 354,315 Buildings 43,872 Structures 1,937 Machinery and equipment 19,713 Shareholders' Equity Vehicles and delivery equipment 20 Common Stock 120,461 Tools, instruments and fixtures 18,748 Land 24,476 Legal Reserves: Construction in progress 676 Additional paid-in-capital 161,227 Total Tangible Fixed Assets 109,445 Legal reserve 14,955 Total Legal Reserves 176,182 Intangible Fixed Assets: Premium and others 9,392 Retained Earnings: Software 9,179 Reserve for deferral of capital gain on property 681 Total Intangible Fixed Assets 18,572 Reserve for special depreciation 650 Reserve for warranty on computer programs 254 Investments and Other Assets: Reserve for corporate citizenship promotion 140 Investment securities 32,652 General reserve 211,350 Stock of subsidiaries 125,295 Unappropriated retained earnings 40,790 Investment in subsidiaries 13,479 [Net income for the period] [40,085] Long-term loans receivable 29,567 Total Retained Earnings 253,867 Deferred tax assets 18,086 Guarantee deposits paid 5,749 Appraisal Surplus/Loss: Other investments 4,713 Unrealized holding gains on available-for-sale securities 3,615 Allowance for doubtful receivables -2,451 Total Appraisal Surplus/Loss 3,615 Total Investments and Other Assets 227,092 Treasury stock -433 Total Fixed Assets 355,111 Total Shareholders' Equity 553,693 - ----------------------------------------------------------------------------------------------------------------------------------- Total Assets 908,009 Total Liabilities and Shareholders' Equity 908,009 - -----------------------------------------------------------------------------------------------------------------------------------
13/35 STATEMENT OF INCOME (For the year ended March 31, 2002)
(Millions of Yen) - ----------------------------------------------------------------------------------------------- Ordinary Income and Loss Operating income and expenses Operating income: Net sales 860,149 Operating expenses: Cost of sales 593,837 Selling, general and administrative expenses 196,400 Total operating expenses 790,237 Operating income 69,911 Non-operating income and expenses Non-operating income: Interest and dividends income 8,997 Other income 5,678 Total non-operating income 14,676 Non-operating expenses: Interest expenses 1,232 Other expenses 15,666 Total non-operating expenses 16,898 Ordinary income 67,688 Income before income taxes 67,688 Corporate tax, inhabitants tax and enterprise tax 31,100 Deferred income tax (3,497) Net income 40,085 Retained earnings at beginning of year 4,809 Reversal of reserve for corporate citizenship promotion 59 Interim cash dividends 4,163 Unappropriated retained earnings at end of year 40,790 - -----------------------------------------------------------------------------------------------
14/35 I. SIGNIFICANT ACCOUNTING POLICIES 1. Valuation method for securities (1) Stocks of subsidiaries and affiliates Securities of subsidiaries and affiliates are stated at moving average cost. (2) Other securities - Marketable securities: Marketable securities are marked to market based on the market price at the end of the term and other factors (accounting for all valuation differences with the full capital injection method; the cost of securities sold is valued at moving average cost). - Non-marketable securities: Non-marketable securities are stated at cost based on the moving average method. 2. Valuation method for inventories Inventories are stated at the lower of average cost. 3. Valuation standards and methods for derivatives Derivatives are stated at market value. 4. Depreciation of fixed assets (1) Tangible Fixed Assets Tangible fixed assets are depreciated using the declining balance method. However buildings (excluding fixtures) acquired after April 1, 1998, are depreciated using the straight-line method . The depreciation periods are basically as the below; Buildings: 5-50 years Machinery and equipment: 2-12 years (2) Intangible Fixed Assets Ricoh uses straight-line depreciation for intangible fixed assets. With software for sale in the marketplace, however, the Company records the larger of a depreciation based on projected sales profits or a uniform depreciation based on a projected effective sales period for the balance. The initially projected effective sale term is three years. With software for internal use, the Company uses straight-line depreciation based on a usable period of five years. 5. Deferred assets Bond issuance costs and discount on bond are expensed when they are accrued. 6. Basis for provision of reserves (1) Allowance for Doubtful Accounts The allowance for doubtful accounts is provided to cover possible losses from bad debts and represents possible individual doubtful accounts based on historical default rates and the potential for irrecoverableness. (2) Reserve for Accrued Bonuses The reserve for accrued bonuses is provided by estimating the amount of bonuses payable to employees for the current financial year under our corporate rules for calculating such bonus payment. (3) Warranty reserve To cover product after-sales service expenses, the Company calculates the product warranty reserve based on projected service costs during warrantee terms. 15/35 (4) Reserve for Retirement Benefit Obligations To cover projected employee benefits, the Company records the estimated obligations at the end of the current fiscal year based on projected year-end benefit obligations and plan assets. The Company uses straight-line depreciation for actuarial gains or losses over averaged remaining employment term. (15 years) (5) Reserve for Directors' Retirement Allowances At year-end, Ricoh calculates the amounts required under internal rules to pay directors retirement allowances, in compliance with Article 287-2 of the Commercial Law. 7. Consumption Taxes Consumption taxes are excluded from revenues and expenses. The refundable consumption tax at the end of the year is included in "Other current assets" in the balance sheets, after offsetting suspense payments and receipt of consumption taxes and etc. 8. Leasing Finance leases for which ownership does not transfer to lessees are accounted for as operating leases. 9. Hedge accounting (1) Hedge Accounting Methods Ricoh accounts for hedges at market value. With currency swaps, however, the Company hedges by assigning transactions that meet assignment requirements. (2) Hedging Instruments and Targets Hedging Instruments...Derivative transactions (for currency swaps and exchange contracts) Hedging Targets...Transactions for which losses may arise from market fluctuations or for which market fluctuations may affect valuations. (3) Hedging policies In keeping with its internal Market Risk Management Rules, Ricoh uses derivatives to manage the exposure of its assets and liabilities to market fluctuations. (4) Hedge Effectiveness Ricoh assesses the effectiveness of hedges by analyzing the ratios of the total market fluctuations of hedged targets and instruments. However, the company does not detail effectiveness for currency swaps resulting from the use of consignment processing. ADDITIONAL INFORMATION Treasury stock in the current assets last fiscal year is stated separately in the Shareholders' equity from this year in accordance with new Japanese regulations for corporate balance sheets, statements of income, and for business reports and appended details. 16/35 II. NOTES TO BALANCE SHEET 1. Short-term receivable due from subsidiaries 249,327 million yen Long-term receivable due from subsidiaries 29,857 million yen 2. Short-term payable due to subsidiaries 45,699 million yen 3. Accumulated depreciation on tangible fixed assets 326,074 million yen 4. Assets and liabilities denominated in foreign currency Accounts receivable-trade: 45,081 million yen (EURO 222,044 thousand; US$144,801 thousand etc.) Stocks of subsidiaries: 103,499 million yen (Pound Sterling 282,610 thousand; US$301,339 thousand etc.) Investments in subsidiaries: 13,044 million yen (EURO 122,411 thousand etc.) 5. Guarantee obligation 6,945 million yen 6. Trade notes receivable discounted with banks 98 million yen 7. Net income per share 57.42 yen 8. In addition to the fixed assets stated in the balance sheet, the Company uses computer and electronic component manufacturing facilities under lease agreements. 9. Net worth as prescribed in the sixth paragraph of Article 290-1 of the Commercial Law 3,615 million yen 10. Accounting for notes matured at end of term The Company settled notes due at the end of the term as of the date of exchange. The last day of the term was a banking holiday, so the term-end balance includes notes due at the end of the next term. Trade notes receivable: 1,027 million yen
17/35 11. Tax Effect Accounting The prime components of deferred tax assets and liabilities are as follows:
(Millions of yen) - -------------------------------------------------------------------------------- Deferred tax assets: Inventory revaluation 2,695 Accrued bonus 4,681 Accrued enterprise tax 1,323 Retirement benefit obligation 18,258 Depreciation and amortization 2,056 Other 14,138 Total deferred tax assets 43,151 - --------------------------------------------------------------------------------
(Millions of yen) - -------------------------------------------------------------------------------- Deferred tax liabilities: Reserve for deferral of capital gain on property (441) Reserve for special depreciation (350) Reserve for warranty on computer programs (183) Unrealized holding gains on securities (2,603) Retirement benefit trust establishment (5,842) Total deferred tax liabilities (9,419) - --------------------------------------------------------------------------------
(Millions of yen) - -------------------------------------------------------------------------------- Net deferred tax assets 33,732 Included in current assets 15,646 Included in investment and other assets 18,086 - --------------------------------------------------------------------------------
III. NOTES TO STATEMENT OF INCOME 1. Sales to subsidiaries 729,841 million yen 2. Purchases from subsidiaries 287,743 million yen 3. Non-operating transactions with subsidiaries 614,102 million yen Transfer of assets 412,620 million yen Transfer of liabilities 189,381 million yen Others 12,099 million yen 4. The Company does not detail the difference in effective tax rate after applying accounting for income tax rate because the impact of the difference on the normal tax rate is 5% and less.
18/35 IV. RETIREMENT ALLOWANCE PLANS 1. Explanation of retirement allowance plan adopted: The Company maintains a lump-sum retirement payments as part of its retirement allowance payments, which includes a qualified pension plan based on deposits. Payable allowances under the plan are determined by salary at retirement, years of service, and reasons for retirement. The Company also maintains an employees' pension fund (adjusted pension) plan based on the Welfare Pension Insurance Law. The employees' pension fund plan consists of two portions: the basic portion is deposited by the company and the employee, where the company plays a part in the public pension system; and an additional portion. The additional pension is determined by the years of service and the salary at retirement. 2. Retirement allowance obligations: (As of March 31, 2002) Retirement allowance obligations: 273,737 million yen (1) Pension fund assets: 175,650 million yen (2) Reserve for retirement allowances: 28,068 million yen (3) Unrecognized actuarial loss: 70,018 million yen
3. Breakdown of the net periodic benefit costs: (April 1, 2001, through March 31, 2002) The net periodic benefit costs: 11,967 million yen (1) Service costs: 9,093 million yen (2) Interest expense: 7,930 million yen (3) Expected operational income (reduced) : 8,471 million yen (4) Expensing for differences in actuarial calculations: 3,415 million yen
4. Actuarial assumptions: (1) Discount rate: 3.0% (2) Expected long-term rate of return on plan assets: 4.5% (3) The attribution of cost method: Fixed-term basis (4) Years for adjusting actuarial: 15 years
5. Relationship between reserve for retirement allowance, offset against retirement allowance trust and pension assets: The reserve for retirement allowances at year-end under the qualified pension plan was 14,568 million yen; there were no offsetting pension assets under the retirement allowance trust. The reserve for retirement allowances at year-end under the employees' pension fund plan was 13,501 million yen; the offsetting pension assets under the retirement allowance trust were 22,114 million yen. 19/35 PROPOSED APPROPRIATION OF RETAINED EARNINGS
(Yen) - ------------------------------------------------------------------------------------------- Unappropriated retained earnings at end of year 40,790,892,233 Reversal of reserve for deferral of capital gain on property 67,594,743 Reversal of reserve for special depreciation 183,523,126 Reversal of reserve for warranty on computer programs 135,194,191 Total 41,177,204,293 - -------------------------------------------------------------------------------------------
To be appropriated as follows:
(Yen) - ------------------------------------------------------------------------------------------- Cash dividends 5,089,607,166 (7.00 yen per share) Director bonuses 170,000,000 Reserve for special depreciation 18,998,737 Reserve for warranty on computer programs 136,468,721 Reserve for corporate citizenship promotion 59,100,000 General reserve 30,000,000,000 Retained earnings brought forward to the next year 5,703,029,669 - --------------------------------------------------------------------------------------------
Notes: On December 3, 2001, the Company made interim cash dividends of 6.00 yen per share totaling 4,163,222,820 yen. 20/35 (Translation of the original independent auditor's report issued in Japanese) INDEPENDENT AUDITORS' REPORT May 2, 2002 To: Mr. Masamitsu Sakurai President and Representative Director Ricoh Company Ltd. Asahi & Co. (An Arthur Andersen Member Firm) Teruo Suzuki Representative Partner and Engagement Partner Certified Public Accountant Tetsuzo Hamajima Representative Partner and Engagement Partner Certified Public Accountant Mikihiro Himeno Engagement Partner Certified Public Accountant We have audited the balance sheet, the statement of income, the business report (limited to matters concerning accounting), the proposal for appropriation of retained earnings, and the schedules of Ricoh Company, Ltd. for the year ended March 31, 2002 for the purpose of reporting under the provisions of Article 2 of the Law Concerning the Special Measures Applicable to Auditing Practices as Provided in the Commercial Code. With respect to the aforementioned business report and the schedules, our examination was limited to matters concerning accounting, which are based on the accounting records of the Company. Our audit was made in accordance with generally accepted auditing standards and accordingly, included auditing procedures as we considered necessary in the circumstances. These auditing procedures include those for subsidiaries as we considered necessary in the circumstances. 21/35 In our opinion, (1) the balance sheet and the statement of income present fairly the financial position and profit and loss of the Company in conformity with laws, ordinances and the Articles of Incorporation of the Company; (2) the business report, insofar as it relates to matters concerning accounting included therein, presents fairly the status of the Company in conformity with laws, ordinances and the Articles of Incorporation of the Company; (3) the proposal for appropriation of retained earnings has been prepared in conformity with laws, ordinances and the Articles of Incorporation of the Company; and (4) with respect to the schedules, insofar as they relate to matters concerning accounting included therein, there is nothing to be pointed out under the provision of the Commercial Code. We have no financial or other interests in the Company required to be stated by the provisions of the Certified Public Accountant Law. 22/35 (Translation of the original corporate auditor's report issued in Japanese) CORPORATE AUDITORS' REPORT May 7, 2002 The Board of Corporate Auditors received reports from each of the corporate auditors of the Company on their checks of the Directors' performance in fiscal year 2002, from April 1, 2001 to March 31, 2002. The board prepared this report with the corporate auditors' consensus. 1. SCOPE OF AUDIT BY CORPORATE AUDITORS Each of the corporate auditors, in accordance with the policy and work shares prescribed by the Board of Corporate Auditors, attended the meetings of the Board of Directors and other important meetings of the Company, received reports on business operations from the Directors, etc., inspected important written approvals, etc., inquired into the activities and assets of the head office and principal places of business, and had the subsidiaries of the Company submit reports on their business operations whenever necessary. The board also received reports and briefings from the independent auditors, and examined the accounting documents and schedules of the Company. With respect to any transactions by the Directors, transactions between the Directors and the Company involving a conflict of interests, the gratuitous provision of profits by the Company, and any other transactions not customary in nature between the Company and its subsidiaries or shareholders, and acquisition and disposal of treasury shares, we, in addition to the above mentioned auditing, asked the Directors, etc., to submit reports, whenever necessary, and examined these transactions in detail. 2. RESULTS OF AUDIT (1) The procedures followed and the results produced by Asahi & Co., the independent auditors, in their auditing are reasonable and appropriate; (2) The business report of the Company fairly presents the position of the Company in accordance with laws and ordinances and the Articles of Incorporation of the Company; (3) The proposal for appropriation of retained earnings of the Company contains no particulars to be pointed out in the light of the financial position of the Company and other circumstances; (4) The schedules of the Company fairly present the matters to be stated therein and contain no particulars to be pointed out; and (5) The Directors performed their duties honestly in accordance with laws and ordinances and the Articles of Incorporation of the Company, including in fulfilling their duties toward subsidiaries. 23/35 With respect to any competitive transactions by the Directors, transactions between the Directors and the Company involving a conflict of interest, the gratuitous provision of profits by the Company, and any other transactions not customary in nature between the Company and its subsidiaries or shareholders, and acquisition and disposal of treasury shares, we concluded that none of the Directors swerved from their duties. Board of Corporate Auditors, Ricoh Company, Ltd. ---------------------------------------------- Hisaaki Koga , Corporate Auditor (Full-time) ---------------------------------------------- Hideyuki Takamatsu, Corporate Auditor (Full-time) ---------------------------------------------- Kenji Matsuishi,Corporate Auditor ---------------------------------------------- Takehiko Wada,Corporate Auditor Note: Corporate auditors Kenji Matsuishi and Takehiko Wada are outside auditors as stipulated in Paragraph 1, Article 18 of the Law Concerning the Special Measures Applicable to Auditing Practices under the Commercial Code. 24/35 DOCUMENTS FOR REFERENCE IN THE EXERCISE OF VOTING RIGHTS 1. NUMBER OF VOTING RIGHTS OF ALL SHAREHOLDERS: 719,419 2. AGENDA AND INFORMATION AGENDA 1: Approval of the proposed appropriation of retained earnings for fiscal year 2002 (from April 1, 2001 to March 31, 2002) The proposal for appropriation of retained earnings is described in the attached document (See p.20). Cash dividends to shareholders at the end of the current term will be paid, in consideration of our business results for the current term, the strengthening of our corporate structure, and the expansion of business in the future, at the rate of 7.00 yen per share. Including interim cash dividends for the current term, shareholders will earn a total of 13.00 yen per share in cash dividends. AGENDA 2: Purchases of its own shares In order for the Company to be able to carry out a flexible capital policy in the face of the changing business climate, the Company wishes to acquire its treasury stock within the limits of 8,000,000 ordinary shares, worth 20 billion yen, in accordance with the provision of Article 210 of the Commercial Code during the period from the closing of this general meeting to the closing of the next ordinary general meeting of shareholders. AGENDA 3: Partial amendment of the Articles of Incorporation (1) Reasons for changes (1) The "Law on Partial Revision of the Commercial Code, etc." (Law No. 79--2001), which provides for the abolition of par-value stocks, the installation of a new unit (tangen) stock system, the abolition of the Law for Special Treatment of Stock Retirements, a change in the provision concerning the quorum required for resolution for the election of directors and auditors, etc., was put into effect on October 1, 2001. Accordingly, the Company is required to make necessary changes to its articles of incorporation. In addition, as the "Law on Partial Revision of the Commercial Code, etc." (Law No. 128--2001) was put into effect on April 1, 2002, provisions for the preparation of shareholders' lists, etc. by an electronic method were established and the provisions for the exercise of voting rights by means of a proxy were revised. Accordingly, the Company is required to make necessary changes to its articles of incorporation. 25/35 (2) Contents of changes The contents of the changes are as follows.
(Underlines indicate revisions) - ----------------------------------------------------------------------------------------------------------------------------------- Present articles of incorporation Proposed changes - ----------------------------------------------------------------------------------------------------------------------------------- (Total number of shares to be issued; face value of par-value (Total number of shares to be issued and types of share ----------------------- certificates) shares; types of share certificates) Article 5 The total number of shares to be issued Article 5 The total number of shares to be by the Company is one billion issued by the Company is one (1,000,000,000), the face value of which billion (1,000,000,000). ----------------------- If some shares are cancelled, the shall be fifty (50) yen each. If some number of shares cancelled shall be ---------------------------- deducted from the total number of shares are cancelled, the number of shares issued. shares cancelled shall be deducted from The types of share certificates to the total number of shares issued. be issued by the Company shall be The types of share certificates to be decided in accordance with Share issued by the Company shall be decided Handling Regulations to be in accordance with Share Handling established by the Board of Directors. Regulations to be established by the Board of Directors. (Number of shares per unit (tan-i)) (Number of shares per new unit (tangen); ----------- ------------------ Article 6 The number of shares per unit (tan-i) unissuability of shares less than one new unit ------------ ---------------------------------------------- of the Company shall be one thousand (tangen)) (1,000). --------- Article 6 The number of shares per new unit -------- (tangen) of the Company shall be one -------- thousand (1,000). Unless otherwise provided for in -------------------------------- Share Handling Regulations, the ------------------------------- Company shall not issue shares which are ---------------------------------------- less than one new unit (tangen) of shares. ------------------------------------------ (Transfer agent) (Transfer agent) Article 7 The Company shall have a transfer agent Article 7 The Company shall have a transfer for the handling of its shares. agent for the handling of its shares. The transfer agent and its place of The transfer agent and its place of business shall be decided by resolution business shall be decided by resolution of the Board of Directors and announced of the Board of Directors and announced publicly. publicly. The list of the Company's shareholders The list of the Company's shareholders (includes the list of de facto (includes the list of de facto shareholders; shareholders; the same applies the same applies hereinafter) shall be kept hereinafter) shall be kept at the at the place of business of the transfer agent. place of business of the transfer agent. The transfer agent shall be made to handle all The transfer agent shall be made to the businesses relating to the Company's handle all the businesses relating to shares, such as the transfer of shares and the the Company's shares, such as the purchase of quantities of less than one new transfer of shares and the purchase --- of quantities of less than one unit unit (tangen) of shares: the Company shall ---- ------------- (tan-i) of shares: the Company shall not not involve itself in any of the said ------- businesses. involve itself in any of the said businesses. - -----------------------------------------------------------------------------------------------------------------------------------
26/35
- ----------------------------------------------------------------------------------------------------------------------------------- Present articles of incorporation Proposed changes - ----------------------------------------------------------------------------------------------------------------------------------- (Share Handling Regulations) (Share Handling Regulations) Article 8 The transfer of shares, the purchase of Article 8 The transfer of shares, the purchase of quantities of less than one unit (tan-i) quantities of less than one new unit (tangen) ------------ ----------------- of shares, and any other businesses of shares, and any other businesses relating relating to the Company's shares shall to the Company's shares shall be handled in be handled in accordance with Share accordance with Share Handling Regulations to Handling Regulations to be established be established by the Board of Directors. by the Board of Directors. (Basic date) (Basic Date) Article 9 In each accounting period, the Company Article 9 In each accounting period, the shall deem the shareholders that are Company shall deem the shareholders that are registered in the final list of registered or recorded in the final list of shareholders (includes de facto ----------- shareholders; the same applies shareholders (includes de facto hereinafter) to be the shareholders shareholders; the same applies that can exercise their rights at the hereinafter) to be the shareholders ordinary general meeting of that can exercise their rights at shareholders for the accounting period. the ordinary general meeting of Notwithstanding the preceding the shareholders for the accounting paragraph, the Board of Directors may, period. if necessary, resolve to deem the Notwithstanding the preceding shareholders or pledgees that are paragraph, the Board of Directors registered in the list of shareholders may, if necessary, resolve to deem as of a specific date set and announced the shareholders or pledgees that previously to be the shareholders or are registered or recorded in the pledgees that can exercise their rights. ----------- list of shareholders as of a specific date set and announced previously to be the shareholders or pledgees that can exercise their rights. (Cancellation of shares by using profit) - ---------------------------------------- Article 10 On and after June 27, 1998, the Company This article shall be deleted. - ------------------------------------------------------ may, by resolution of the Board of ---------------------------------- Directors, redeem and cancel a maximum -------------------------------------- of 69,000,000 of its shares by profit ------------------------------------- the Company gains. ------------------ Article 11 - ---------- - -- Provisions omitted -- Article 10 The former Article 11 shall read Article 10. ---------- (Exercise of voting rights by proxy) (Exercise of voting rights by proxy) Article 12 Any of the shareholders may exercise Article 11 Any of the shareholders may exercise - ---------- his voting rights by means of a proxy ---------- his voting rights by means of a proxy who is who is also a shareholder of the Company. also a shareholder of the Company. The said proxy must submit a power of The said shareholder or proxy must attorney to vote to the Company. -------------- submit a power of attorney to vote to the Company. Articles 13 through 16 Articles 12 through 15 - ---------------------- ---------------------- - -- Provisions omitted -- The former Articles 13, 14, 15 and 16 shall read Articles 12, 13, 14, and 15, respectively. - -----------------------------------------------------------------------------------------------------------------------------------
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- ----------------------------------------------------------------------------------------------------------------------------------- Present articles of incorporation Proposed changes - ----------------------------------------------------------------------------------------------------------------------------------- (Election of directors) (Election of directors) Article 17 Directors shall be elected at a general Article 16 Directors shall be elected at a - ---------- meeting of shareholders. ---------- general meeting of shareholders. Resolution for the election mentioned Resolution for the election mentioned above shall be adopted by a majority above shall be adopted by a majority vote of the shareholders present at the vote of the shareholders present at meeting who hold shares representing not the meeting who hold voting rights ------ ------------- less than one-third of the total number representing not less than one-third ---------------- of shares issued. of the voting rights of all ----------------- ------------------------ Cumulative voting shall not be used in shareholders. the election of directors. ------------- Cumulative voting shall not be used in the election of directors. Articles 18 through 23 Articles 17 through 22 - ---------------------- ---------------------- - -- Provisions omitted -- The former Articles 18, 19, 20, 21, 22, and 23 shall read Articles 17, 18, 19, 20, 21, and 22, respectively. (Election of auditors) (Election of auditors) Article 24 Auditors shall be elected at a general Article 23 Auditors shall be elected at a general meeting - ---------- meeting of shareholders. ---------- of shareholders. Resolution for the election mentioned above Resolution for the election mentioned above shall be adopted by a majority vote of the shall be adopted by a majority vote of the shareholders present at the meeting who hold shareholders present at the meeting who hold shares representing not less than one-third of voting rights representing not less than ------ ------------- the total number of shares issued. one-third of the voting rights of all ---------------------------------- ------------------------ shareholders. ------------- Articles 25 through 30 Articles 24 through 29 - ---------------------- ---------------------- - -- Provisions omitted -- The former Articles 25, 26, 27, 28, 29, and 30 shall read Articles 24, 25, 26, 27, 28 and 29, respectively. (Dividends) (Dividends) Article 31 Dividends shall be paid to the shareholders or Article 30 Dividends shall be paid to the shareholders or - ---------- pledgees that are registered in the final list of ---------- pledgees that are registered or recorded in the shareholders as of March 31 of each year. ----------- final list of shareholders as of March 31 of each year. (Interim dividends) (Interim dividends) Article 32 By resolution of the Board of Directors, the Article 31 By resolution of the Board of Directors, the - ---------- Company may pay cash dividends (interim ---------- Company may pay cash dividends (interim dividends) stated in Paragraph 5 of Article dividends) stated in Paragraph 5 of Article 293 293 of the Commercial Code to the of the Commercial Code to the shareholders or shareholders or pledgees that are registered in pledgees that are registered or recorded in the the final list of shareholders as of September 30 ----------- of each year. final list of shareholders as of September 30 of each year. Articles 33 and 34 Articles 32 and 33 - ------------------ ------------------ - -- Provisions omitted -- The former Articles 33 and 34 shall read Articles 32 and 33, respectively. - -----------------------------------------------------------------------------------------------------------------------------------
28/35 AGENDA 4: Election of 13 directors As the term of office of all the incumbent directors (11 persons) expires at the end of this general meeting, we would request you to newly elect 13 directors. The candidates for directorship are as follows.
- ------------------------------------------------------------------------------------------------------------------ Candidate Name Brief personal history No. of number (date of birth) - Official capacity at other corporations Company's shares held - ------------------------------------------------------------------------------------------------------------------ Apr. 1957: Entered the Company May 1975: Director of the Company June 1980: Managing Director of the Company Apr. 1981: Representative and Executive Managing Director 1 Hiroshi Hamada of the Company 33,781 (Apr. 28, 1933) Apr. 1983: President and Representative Director of the Company Apr. 1996: Chairman and Representative Director of the Company (to date) - ------------------------------------------------------------------------------------------------------------------ Apr. 1966: Entered the Company May 1984: President and Director, Ricoh UK Products Ltd. Apr. 1990: General Manager, Materials Procurement Division of the Company Masamitsu Sakurai June 1992: Director of the Company 2 (Jan. 8, 1942) Apr. 1993: President and Director, Ricoh Europe B.V. 6,000 June 1994: Managing Director of the Company Mar. 1995: General Manager, Research & Development Division Apr. 1996: President and Representative Director of the Company (to date) - ------------------------------------------------------------------------------------------------------------------
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- ------------------------------------------------------------------------------------------------------------------ Candidate Name Brief personal history No. of number (date of birth) - Official capacity at other corporations Company's shares held - ------------------------------------------------------------------------------------------------------------------ Apr. 1953: Entered the Company June 1980: Director of the Company June 1990: Managing Director of the Company June 1994: Executive Managing Director of the Company Jan. 1996: Executive Managing Director for Imaging Systems Business Sector, General Manager, Imaging Business Coordination Center and Production Division Haruo Kamimoto Apr. 1998: Executive Managing Director for Domestic/ 3 (Jan. 12, 1938) Overseas Marketing and Environmental 23,747 Protection June 2000: Executive Vice President of the Company (to date) Oct. 2001: Deputy President and Representative Director of the Company (to date) Responsible for SCM Structural Reform, CS & Quality, Environment, Social Contribution, Public Relations, etc. (to date) - ------------------------------------------------------------------------------------------------------------------ Apr. 1960: Entered the Company June 1983: Director of the Company June 1990: Managing Director of the Company June 1994: Executive Managing Director of the Company Sep. 1995: General Manager, Finance & Accounting Division Jan. 1996: Executive Managing Director for Corporate Planning Apr. 1997: Executive Managing Director for Personnel and 4 Tatsuo Hirakawa General Affairs 16,379 (Nov. 17, 1937) Apr. 1999: Executive Managing Director for Electronic Devices Business June 2000: Executive Vice President of the Company (to date) Oct. 2001: Deputy President and Representative Director of the Company (to date) Responsible for Corporate Planning, IR, Accounting, Personnel, etc. (to date) - ------------------------------------------------------------------------------------------------------------------
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- ------------------------------------------------------------------------------------------------------------------ Candidate Name Brief personal history No. of number (date of birth) - Official capacity at other corporations Company's shares held - ------------------------------------------------------------------------------------------------------------------ Apr. 1961: Entered the Company Oct. 1979: General Manager, Sapporo Branch, Marketing Division Apr. 1990: General Manager, Finance and Accounting Division June 1992: Director of the Company Sep. 1995: Chairman and Director, Gestetner Holdings PLC (currently NRG Group PLC) Naoto Shibata June 1996: Managing Director of the Company 5 (Dec. 16, 1938) Apr. 1997: Managing Director for Europe and Middle East 10,000 Marketing Chairman and Director, Ricoh Europe B.V. June 2000: Executive Managing Director of the Company (to date) Executive Vice President of the Company (to date) Apr. 2002: Responsible for Legal Affairs and Intellectual Property (to date) - ------------------------------------------------------------------------------------------------------------------ Apr. 1966: Entered the Company Apr. 1987: President and Director, Ricoh Electronics, Inc. June 1992: Director of the Company Apr. 1993: General Manager, Information Systems Division June 1997: Managing Director of the Company Apr. 1998: General Manager for Production Business Division (to date) 6 Kohichi Endo Apr. 1999: Managing Director for Disc Media and System 10,747 (Feb. 16, 1944) Products Business June 2000: Executive Managing Director of the Company (to date) Executive Vice President of the Company (to date) Responsible for Production, Materials Procurement, and IT/S (to date) - ------------------------------------------------------------------------------------------------------------------
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- ------------------------------------------------------------------------------------------------------------------ Candidate Name Brief personal history No. of number (date of birth) - Official capacity at other corporations Company's shares held - ------------------------------------------------------------------------------------------------------------------ Apr. 1962: Entered the Company Jan. 1990: Deputy General Manager, International Operations Division Apr. 1994: General Manager, International Operations Division June 1994: Director of the Company 7 Masami Takeiri Jan. 1996: Deputy General Manager, Marketing Division 11,933 (May 3, 1938) Apr. 1998: General Manager, International Marketing Group (to date) June 1998: Managing Director of the Company (to date) June 2000: Executive Vice President of the Company (to date) Oct. 2001: Responsible for Overseas Marketing (to date) - ------------------------------------------------------------------------------------------------------------------ Nov. 1972: Entered the Company Apr. 1993: General Manager, PPC Business Dept., Image Systems Business Division June 1994: Director of the Company Jan. 1996: General Manager, IPS Business Dept. and Image Production Business Dept. Apr. 1997: General Manager, IPP Business Dept. Apr. 1998: Director for Image Systems Business and Makoto Hashimoto General Manager, Image Systems Business 8 (Aug. 26, 1945) Division 8,000 June 1998: Managing Director of the Company (to date) June 2000: Executive Vice President of the Company (to date) Oct. 2000: Company President of Personal Multimedia Company (to date) Responsible for Planning, Development, and Design of Personal Multimedia Systems (to date) - ------------------------------------------------------------------------------------------------------------------
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- ------------------------------------------------------------------------------------------------------------------ Candidate Name Brief personal history No. of number (date of birth) - Official capacity at other corporations Company's shares held - ------------------------------------------------------------------------------------------------------------------ Apr. 1970: Entered the Company Jan. 1987: President and Director, Hokkaido Ricoh Company, Ltd. July 1993: General Manager, Tokyo Branch, Image Equipment Marketing Division., Marketing Business Division June 1994: Director of the Company 9 Masayuki Matsumoto Jan. 1996: Deputy General Manager, Marketing Division 4,000 (Dec. 10, 1944) Oct. 1998: Managing Director of the Company (to date) General Manager, Marketing Group (to date) June 2000: Executive Vice President of the Company (to date) Oct. 2001: Responsible for Domestic Marketing and The Man (Ricoh Entreprenuer) Project (to date) - ------------------------------------------------------------------------------------------------------------------ Mar. 1953: Entered Nippon Life Insurance Company July 1981: Director Mar. 1984: Managing Director Mar. 1987: Executive Managing Director Mar. 1988: Senior Vice President and Representative Josei Itoh Director 10 (May 25, 1929) July 1989: President and Representative Director 0 Sept. 1997: - Chairman and Representative Director (to date) June 2000: Director of the Company (to date) Responsible for Comprehensive Business Administration (to date) - ------------------------------------------------------------------------------------------------------------------
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- ------------------------------------------------------------------------------------------------------------------ Candidate Name Brief personal history No. of number (date of birth) - Official capacity at other corporations Company's shares held - ------------------------------------------------------------------------------------------------------------------ Apr. 1955: Entered NHK (Japan Broadcasting Corporation) Jan. 1969: Entered IBM Japan, Ltd. Jan. 1969: Entered IBM Corporation Oct. 1973: General Manager of Fujisawa Laboratory, IBM Japan, Ltd. Mar. 1977: Director of IBM Japan, Ltd. 11 Nobuo Mii Apr. 1990: Senior Vice President and Director of IBM 0 (July 4, 1931) Japan, Ltd. June 1990: Vice President of IBM Corporation Oct. 1997: - Managing Partner of Ignite Group (to date) June 2000: Director of the Company (to date) Responsible for Information Communication Business and Technological Matters (to date) - ------------------------------------------------------------------------------------------------------------------ Apr. 1967: Entered the Company. Apr. 1984: General Manager, Purchasing Department, Second Copier Division Apr. 1989: General Manager, Production Oct. 1990: President and Director, Ricoh Electronics, Inc. 12 Katsumi Yoshida Feb. 1996: Vice Chairman and Director, Ricoh Corporation 5,100 (Aug. 20, 1944) - Chairman and Director, Ricoh Electronics, Inc. (to date) Apr. 2000: - President and Director, Ricoh Corporation (to date) Apr. 2001: Executive Vice President of the Company (to date) - ------------------------------------------------------------------------------------------------------------------ Apr. 1970: Entered the Company. Apr. 1989: General Manager, Imaging Technology Research Center, Imaging Business Group Apr. 1994: General Manager, IPS Division Imaging Systems Kiyoshi Sakai Business Group 13 (Dec. 25, 1945) Jan. 1996: General Manager, Corporate Planning Division 3,000 June 1996: Director of the Company Apr. 1999: General Manager, Research and Development Group (to date) June 2000: Senior Vice President of the Company (to date) - ------------------------------------------------------------------------------------------------------------------
Note: 1. None of the above candidates have any special interests in the Company. 2. Mr. Josei Itoh and Mr. Nobuo Mii are candidates for outside directorship provided for in Item 7-2 of Paragraph 2 of Article 188 of the Commercial Code. 34/35 AGENDA 5: Granting of retirement gratuities to a retired director Mr. Masaaki Iida, managing director, retired on September 30, 2001. In recognition of his service while in office and in accordance with the custom, the Company has decided to grant to him a retirement gratuity based on the Company's prescribed standard. The Board of Directors is requested to decide on specific amount of the retirement gratuity, time and method of granting, etc. A brief personal history of the retired director is given below.
- -------------------------------------------------------------------------------- Name Brief personal history - -------------------------------------------------------------------------------- June 1994: Director of the Company Masaaki Iida June 1998: Managing director of the Company Sep. 2001: Retired from the office of managing director of the Company. - --------------------------------------------------------------------------------
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