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SON: Sony Corporation: Announcement on Determination of Terms of Issue, etc., of Zero Coupon Convertible Bonds due 2017



  SON: Sony Corporation: Announcement on Determination of Terms of Issue,
  etc., of Zero Coupon Convertible Bonds due 2017

UK Regulatory Announcement

TOKYO

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

No. 12-170E
November 14, 2012

Announcement on Determination of Terms of Issue, etc., of Zero Coupon
Convertible Bonds due 2017

Sony Corporation hereby announces the determination of the terms of issue and
certain other matters, in addition to those terms that were already determined
as follows, in respect of the issuance of Zero Coupon Convertible Bonds due
2017 (bonds with stock acquisition rights (tenkanshasaigata shinkabu
yoyakuken-tsuki shasai)) (the “Bonds with Stock Acquisition Rights”, of which
the Bonds and the Stock Acquisition Rights are to be hereinafter referred to
as the “Bonds” and the “Stock Acquisition Rights”, respectively). The issuance
was determined pursuant to the decision of the Representative Corporate
Executive Officer, President & CEO of Sony Corporation on November 14, 2012,
upon a delegation by a resolution of the Board of Directors of Sony
Corporation in a meeting held on October 31, 2012:

                                 Description

Matters relating to the Stock Acquisition Rights
 
      The price of the asset to be contributed upon     Equal to the principal
(1)   exercise of the                                   amount of the Bonds
      Stock Acquisition Rights
                                                         
(2)   Conversion price                                  ¥ 957
      (Reference)
       Share price, etc. on the pricing date
      (November 14, 2012)
       (i) Share price (closing price) on the Tokyo     ¥ 870
      Stock Exchange
       (ii) Conversion premium
                                                        10.00%
       [{(Conversion price)/(Share price (closing
      price))- 1}×100]

(Reference) Outline of the Zero Coupon Convertible Bonds due 2017

                                  ¥150 billion plus an aggregate principal
                                  amount of the
                                  Bonds in respect of replacement certificates
                                  of the Bonds
(1) Aggregate amount of issue     with Stock Acquisition Rights that may be
   (aggregate principal           issued against
    amount) of the Bonds          appropriate evidence and indemnity in case
                                  of loss, theft or
                                  destruction of any certificate of the Bonds
                                  with Stock
                                  Acquisition Rights.
(2) Date of determination for
    the issuance                  November 14, 2012

 
(3) Allotment date of the Stock   November 30, 2012 (London time; unless
    Acquisition Rights and        otherwise
    closing date of the Bonds     indicated, hereinafter the same shall apply)
                                  At any time during the period from and
                                  including December
                                  14, 2012 up to, and including, 3:00 p.m. on
(4) Period during which the       November 16,
    Stock Acquisition Rights      2017. Provided, however, that such exercise
    are exercisable               is subject to
                                  any of the limitations on the duration set
                                  forth in the Terms
                                  and Conditions of the Bonds with Stock
                                  Acquisition Rights.
(5) Maturity date                 November 30, 2017
                                  Due to the issuance of the Bonds with Stock
                                  Acquisition
                                  Rights, the ratio of the residual securities
                                  to the current total
                                  number of issued shares as of September 30,
                                  2012 would be
(6) Information on Dilutive       15.60%.
    Shares
                                  (Note) The ratio is calculated by dividing
                                  the number of the
                                  shares to be issued when all Stock
                                  Acquisition Rights are
                                  exercised at the initial conversion price,
                                  by the current total
                                  number of issued shares.

This press release is an advertisement and is not a prospectus for the
purposes of EU Directive 2003/71/EC (the “Directive”) and/or Part VI of the
Financial Services and Markets Act 2000. A prospectus will be prepared and
made available to the public in accordance with the Directive. Investors
should not subscribe for any securities referred to in this document except on
the basis of information contained in the prospectus. The prospectus, when
published, will be available on the website of the London Exchange.

This press release does not constitute or form a part of any offer of
securities for sale in the United States or elsewhere. The securities referred
to above have not been and will not be registered under the U.S. Securities
Act of 1933 (the “Securities Act”) or any relevant securities law of any other
state, and may not be offered or sold in the United States or to, or for the
account or benefit of, U.S. persons (as defined in Regulation S under the
Securities Act) absent registration or an exemption from the registration
requirements under the Securities Act. No public offering of the securities
will be made in the United States.

Contact:

Sony Corporation
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