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Thursday 30 October, 2014

Sony Corp

Sony Corporation to Issue Stock Acquisition Rig...

Sony Corporation to Issue Stock Acquisition Rights for the Purpose of Granting Stock Options

Sony Corporation

Sony Corporation
1-7-1 Konan, Minato-ku
Tokyo, 108-0075 Japan
News & Information

Sony Corporation to Issue Stock Acquisition Rights for the Purpose of Granting Stock Options

October 30, 2014 - Sony Corporation (the “Corporation”) resolved at a meeting of its Board of Directors today to issue stock acquisition rights (“Stock Acquisition Rights”) for the purpose of granting stock options, pursuant to the provisions of Articles 236, 238 and 239 of the Companies Act of Japan and to the approval of the Corporation’s 97th Ordinary General Meeting of Shareholders held on June 19, 2014.

I. The reason the Corporation will issue Stock Acquisition Rights for the purpose of granting stock options

The Corporation will issue stock acquisition rights to directors, corporate executive officers and employees of the Corporation and of its subsidiaries (excluding outside Directors; hereinafter the same in this press release), for the purpose of giving directors, corporate executive officers and employees of the Corporation and of its subsidiaries an incentive to contribute towards the improvement of the business performance of the Corporation and of its group companies (collectively the “Group”) and thereby improving the business performance of the Group by making the economic interest which such directors, corporate executive officers or employees will receive correspond to the business performance of the Group.

II. The principal terms of the issue

The Twenty-Eighth Series of Stock Acquisition Rights

1.

 

Persons to whom Stock Acquisition Rights will be allocated and number of Stock
Acquisition Rights to be allocated:

   
     

 

Number of persons

(Number of Stock Acquisition Rights)
Corporate executive officers of the Corporation 7   (2,500)
Employees of the Corporation 158 (3,068)
Directors of the subsidiaries of the Corporation 67

(1,608)

Employees of the subsidiaries of the Corporation 136 (1,628)
total: 368

(total: 8,804)

 

2.

Class and number of shares to be issued or transferred upon exercise of Stock Acquisition
Rights:

880,400 shares of common stock of the Corporation

The number of shares to be issued or transferred upon exercise of each Stock
Acquisition Right (the “Number of Granted Shares”) shall be 100 shares.

 

3.

Aggregate number of Stock Acquisition Rights:

8,804

 

4.

Payment in exchange for Stock Acquisition Rights:

Stock Acquisition Rights are issued without payment of any consideration to the
Corporation.

 

5.

Amount of assets to be contributed upon exercise of Stock Acquisition Rights:

The amount of assets to be contributed upon exercise of each Stock Acquisition
Right shall be the amount obtained by multiplying the amount to be paid per share to
be issued or transferred upon exercise of Stock Acquisition Rights (the “Exercise
Price”) by the Number of Granted Shares. The Exercise Price shall initially be the
average of the closing prices of the Common Stock in the regular trading thereof on
the Tokyo Stock Exchange (each the “Closing Price”) for the ten (10) consecutive
trading days (excluding days on which there is no Closing Price) immediately prior to
the allotment date of such Stock Acquisition Rights (any fraction less than one (1)
yen arising as a result of such calculation shall be rounded up to the nearest one (1)
yen);provided, however, that if such calculated price is lower than either (i) the
average of the Closing Prices for the thirty (30) consecutive trading days (excluding
days on which there is no Closing Price) commencing forty-five (45) trading days
immediately before the date (being the allotment date of Stock Acquisition Rights)
on which the Corporation fixes the Exercise Price (any fraction less than one (1) yen
arising as a result of such calculation shall be rounded up to the nearest one (1) yen),
or (ii) the Closing Price on the allotment date of Stock Acquisition Rights (if there is
no Closing Price on such date, the Closing Price on the immediately preceding
trading day), the Exercise Price shall be the higher price of (i) or (ii) above.

 

6.

Period during which Stock Acquisition Rights may be exercised:

From and including November 20, 2015, up to and including November 19, 2024.
If the last day of such period falls on a holiday of the Corporation, the immediately
preceding business day shall be the last day of such period.

 

7.

Conditions for the exercise of Stock Acquisition Rights:

(1)

No Stock Acquisition Right may be exercised in part.

(2)

In the event of a resolution being passed at a general meeting of shareholders
of the Corporation for an agreement for any consolidation, amalgamation or merger
(other than a consolidation, amalgamation or merger in which the Corporation is
the continuing corporation), or in the event of a resolution being passed at a
general meeting of shareholders of the Corporation (or, where a resolution of a
general meeting of shareholders is not necessary, at a meeting of the Board of
Directors of the Corporation) for any agreement for share exchange
kabushiki-kokan) or any plan for share transfer (kabushiki-iten) pursuant to
which the Corporation is to become a wholly-owned subsidiary of another
corporation, Stock Acquisition Rights may not be exercised on and after the
effective date of such consolidation, amalgamation or merger, such share
exchange (kabushiki-kokan) or such share transfer (kabushiki-iten).

 

8.

Matters concerning the amount of capital and the additional paid-in capital increased by
the issuance of shares upon exercise of Stock Acquisition Rights:

(1)

The amount of capital increased by the issuance of shares upon exercise of Stock
Acquisition Rights shall be the amount obtained by multiplying the maximum
limit of capital increase, as calculated in accordance with the provisions of
Paragraph 1, Article 17 of the Company Accounting Ordinance of Japan, by 0.5,
and any fraction less than one (1) yen arising as a result of such calculation shall
be rounded up to the nearest one (1) yen.

(2)

The amount of additional paid-in capital increased by the issuance of shares upon
exercise of Stock Acquisition Rights shall be the amount obtained by deducting
the capital to be increased, as provided in (1) above, from the maximum limit of
capital increase, as also provided in (1) above.

 

9.

Mandatory repurchase of Stock Acquisition Rights:

Not applicable.
 

10.

Restrictions on the acquisition of Stock Acquisition Rights through transfer:

The Stock Acquisition Rights cannot be acquired through transfer, unless such
acquisition is expressly approved by the Board of Directors of the Corporation.
Transfer of the Stock Acquisition Rights shall be subject to the restrictions provided
for in the allocation agreement.

 

11.

Allotment date of Stock Acquisition Rights:

November 20, 2014

The Twenty-Ninth Series of Stock Acquisition Rights

1.

 

Persons to whom Stock Acquisition Rights will be allocated and number of Stock
Acquisition Rights to be allocated:

    Number of persons

(Number of Stock Acquisition Rights)

Corporate executive officers of the Corporation 1   (2,000)
Employees of the Corporation 1

(    10)

Directors of the subsidiaries of the Corporation 23 (2,716)
Employees of the subsidiaries of the Corporation

533

(5,394)

total: 558

(total: 10,120)

 

2.

Class and number of shares to be issued or transferred upon exercise of Stock Acquisition
Rights:

1,012,000 shares of common stock of the Corporation

The number of shares to be issued or transferred upon exercise of each Stock
Acquisition Right (the “Number of Granted Shares”) shall be 100 shares.

 

3.

Aggregate number of Stock Acquisition Rights:

10,120

 

4.

Payment in exchange for Stock Acquisition Rights:

Stock Acquisition Rights are issued without payment of any consideration to the
Corporation.

 

5.

Amount of assets to be contributed upon exercise of Stock Acquisition Rights:

The amount of assets to be contributed upon exercise of each Stock Acquisition
Right shall be the amount obtained by multiplying the amount to be paid per share to
be issued or transferred upon exercise of Stock Acquisition Rights (the “Exercise
Price”) by the Number of Granted Shares. The Exercise Price shall initially be the
U.S. dollar amount obtained by dividing the average of the closing prices of the
Common Stock in the regular trading thereof on the Tokyo Stock Exchange (each the “
Closing Price”) for the ten (10) consecutive trading days (excluding days on which
there is no Closing Price) immediately prior to the allotment date of such Stock
Acquisition Rights (the “Reference Yen Price”) by the average of the exchange rate
quotations by a leading commercial bank in Tokyo for selling spot U.S. dollars by
telegraphic transfer against yen for such ten (10) consecutive trading days (the
“Reference Exchange Rate”) (any fraction less than one (1) cent arising as a result of
such calculation shall be rounded up to the nearest one (1) cent); provided, however,
that if the Reference Yen Price is lower than either (i) the average of the Closing
Prices for the thirty (30) consecutive trading days (excluding days on which there is
no Closing Price) commencing forty-five (45) trading days immediately before the
date (being the allotment date of Stock Acquisition Rights) on which the Corporation
fixes the Exercise Price, or (ii) the Closing Price on the allotment date of Stock
Acquisition Rights (if there is no Closing Price on such date, the Closing Price on the
immediately preceding trading day), the Exercise Price shall be the U.S. dollar
amount obtained by dividing the higher price of (i) or (ii) above by the Reference
Exchange Rate (any fraction less than one (1) cent arising as a result of such
calculation shall be rounded up to the nearest one (1) cent).

 

6.

Period during which Stock Acquisition Rights may be exercised:

From and including November 20, 2015, up to and including November 19, 2024.
If the lastday of such period falls on a holiday of the Corporation, the immediately
preceding business day shall be the last day of such period.

 

7.

Conditions for the exercise of Stock Acquisition Rights:

(1)

No Stock Acquisition Right may be exercised in part.

(2)

In the event of a resolution being passed at a generalmeeting of shareholders of
the Corporation for an agreement for any consolidation, amalgamation or merger
(other than a consolidation, amalgamation or merger in which the Corporation is
the continuing corporation), or in the event of a resolution being passed at a
general meeting of shareholders of the Corporation (or, where a resolution of a
general meeting of shareholders is not necessary, at a meeting of the Board of
Directors of the Corporation) for any agreement for share exchange
kabushiki-kokan) or any plan for share transfer (kabushiki-iten) pursuant to
which the Corporation is to become a wholly-owned subsidiary of another
corporation, Stock Acquisition Rights may not be exercised on and after the
effective date of such consolidation, amalgamation or merger, such share
exchange (kabushiki-kokan) or such share transfer (kabushiki-iten).

 

8.

Matters concerning the amount of capital and the additional paid-in capital increased by the issuance of shares upon exercise of Stock Acquisition Rights:

(1)

The amount of capital increased by the issuance of shares upon exercise of Stock
Acquisition Rights shall be the amount obtained by multiplying the maximum
limit of capital increase, as calculated in accordance with the provisions of
Paragraph 1, Article 17 of the Company Accounting Ordinance of Japan, by 0.5,
and any fraction less than one (1) yen arising as a result of such calculation shall
be rounded up to the nearest one (1) yen.

(2)

The amount of additional paid-in capital increased by the issuance of shares upon
exercise of Stock Acquisition Rights shall be the amount obtained by deducting
the capital to be increased, as provided in (1) above, from the maximum limit of
capital increase, as also provided in (1) above.

 

9.

Mandatory repurchase of Stock Acquisition Rights:

Not applicable.
 

10.

Restrictions on the acquisition of Stock Acquisition Rights through transfer:

The Stock Acquisition Rights cannot be acquired through transfer (other than any
transferupon the death of a holder of the Stock Acquisition Rights to such holder’s
estate or beneficiaries), unless such acquisition is expressly approved by the Board of
Directors of the Corporation. Transfer of the Stock Acquisition Rights shall be
subject to the restrictions provided for in the allocation agreement.

 

11.

Allotment date of Stock Acquisition Rights:

November 20, 2014


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