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

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

UK Regulatory Announcement

TOKYO

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

News & Information

November 14, 2012

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

Sony Corporation (the “Corporation”) determined today to issue stock
acquisition rights (“Stock Acquisition Rights”) for the purpose of granting
stock options, pursuant to the special resolution adopted at the Corporation’s
Ordinary General Meeting of Shareholders held on June 27, 2012, the resolution
adopted at the meeting of the Board of Directors held on October 31, 2012 and
the determination of the Representative Corporate Executive Officer, President
and CEO.

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-Fourth 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      8                (2,300)
Corporation
Employees of the Corporation             182              (2,964)
Directors of the subsidiaries of the     49               (1,034)
Corporation
Employees of the subsidiaries of the     130              (1,089)
Corporation
                                         total: 369       (total: 7,387)

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

738,700 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:

7,387

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 December 4, 2013, up to and including December 3, 2022. 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:

December 4, 2012

The Twenty-Fifth 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       2               (2,300)
Corporation
Employees of the Corporation              4               ( 237)
Directors of the subsidiaries of the      48              (3,070)
Corporation
Employees of the subsidiaries of the      620             (6,156)
Corporation
                                          total: 674      (total: 11,763)

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

1,176,300 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:

11,763

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 December 4, 2013, up to and including December 3, 2022. 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 (other than
any transfer upon 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:

December 4, 2012

Contact:

Sony Corporation
 
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