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SON: Sony Corporation: Stock Options (Stock Acquisition Rights)

  SON: Sony Corporation: Stock Options (Stock Acquisition Rights)

UK Regulatory Announcement

TOKYO

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

News & Information

May 8, 2013

Stock Options (Stock Acquisition Rights)

Sony Corporation (the “Corporation”) resolved at a meeting of its Board of
Directors today to submit a proposal authorizing the issuance of 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), as outlined below, 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 delegate the determination
of the terms of such stock acquisition rights to the Board of Directors of the
Corporation. The proposal will be made at the Corporation’s 96th Ordinary
General Meeting of Shareholders to be held on June 20, 2013.

I. The reason the Corporation needs to issue stock acquisition rights on
favorable terms.

The Corporation will issue stock acquisition rights to directors, corporate
executive officers and employees of the Corporation and of its subsidiaries
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. Terms and conditions of the stock acquisition rights (“Stock Acquisition
Rights”), the concrete terms of which the Board of Directors of the
Corporation may determine pursuant to the delegation of such determination
upon approval at the Ordinary General Meeting of Shareholders.

1. Maximum Limit of Aggregate Numbers of Stock Acquisition Rights

Not exceeding 27,500.

2. Payment in exchange for Stock Acquisition Rights

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

3. Matters regarding Stock Acquisition Rights

(1) Class and Number of Shares to be Issued or Transferred upon Exercise of
Stock Acquisition Rights

The class of shares to be issued or transferred upon exercise of Stock
Acquisition Rights shall be shares of common stock, and 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.

The aggregate number of shares to be issued or transferred upon exercise of
Stock Acquisition Rights shall not exceed 2,750,000 shares of common stock of
the Corporation (the “Common Stock”). However, in the event that the Number of
Granted Shares is adjusted pursuant to (2) below, the aggregate number of
shares to be issued or transferred upon exercise of Stock Acquisition Rights
shall not exceed the number obtained by multiplying the Number of Granted
Shares after adjustment by the maximum limit of the aggregate number of Stock
Acquisition Rights as prescribed in 1. above.

(2) Adjustment of Number of Granted Shares

In the event that the Corporation conducts a stock split (including free
distribution of shares (musho-wariate)) or a consolidation of the Common Stock
after the date of a resolution of the Ordinary General Meeting of
Shareholders, the Number of Granted Shares shall be adjusted in accordance
with the following formula:

                    Number of            Number of
                                                              Ratio of split
          Granted Shares  =  Granted Shares  x 
                                                              or consolidation
                    after                before
                    adjustment           adjustment

Any fraction less than one (1) share resulting from the adjustment shall be
disregarded.

(3) 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”), which is provided below, by the Number of Granted
Shares.

(i) Initial Exercise Price

The Exercise Price shall initially be as follows:

(A) Stock Acquisition Rights with Exercise Price Denominated in Yen

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 (a) 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 (b) 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 (a) or (b) above.

(B) Stock Acquisition Rights with Exercise Price Denominated in U.S. Dollars

The Exercise Price shall initially be the U.S. dollar amount obtained by
dividing the average of the Closing Prices 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 (a) 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 (b)
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 (a) or (b) 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).

(ii) Adjustment of Exercise Price

In the event that the Corporation conducts a stock split (including free
distribution of shares (musho-wariate)) or a consolidation of the Common Stock
after the allotment date of Stock Acquisition Rights, the Exercise Price shall
be adjusted in accordance with the following formula, and any fraction less
than one (1) yen or one (1) cent resulting from the adjustment shall be
rounded up to the nearest one (1) yen or one (1) cent, respectively.

               Exercise       Exercise       1
                              Price            Price
                                           =                x   Ratio of split
                              after            before           or
                              adjustment       adjustment       consolidation

In addition, in the case of a merger with any other company, corporate split
or reduction of the amount of capital of the Corporation, or in any other case
similar thereto where an adjustment of Exercise Price shall be required, in
each case after the allotment date of Stock Acquisition Rights, the Exercise
Price shall be adjusted appropriately to the extent reasonable.

(4) Period during which Stock Acquisition Rights May be Exercised

The period during which Stock Acquisition Rights may be exercised will be the
period from the day on which one (1) year has passed from the allotment date
of Stock Acquisition Rights to the day on which ten (10) years have passed
from such allotment date.

(5) Conditions for the Exercise of Stock Acquisition Rights

(i) No Stock Acquisition Right may be exercised in part.

(ii) 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).

(iii) Conditions for the exercise of Stock Acquisition Rights other than the
conditions referred to above shall be determined by the Board of Directors of
the Corporation.

(6) Mandatory Repurchase of Stock Acquisition Rights

Not applicable.

(7) Matters concerning the Amount of Capital and the Additional Paid-in
Capital Increased by the Issuance of Shares upon Exercise of Stock Acquisition
Rights

(i) 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.

(ii) 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 (i) above, from the
maximum limit of capital increase, as also provided in (i) above.

(8) 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.

Note: The issuance of the Stock Acquisition Rights shall be subject to the
approval by shareholders on the agenda referred to above to be obtained at the
96th Ordinary General Meeting of Shareholders of the Corporation to be held on
June 20, 2013. In addition, terms of a specific issuance and allotment of the
Stock Acquisition Rights will be determined by the Board of Directors of the
Corporation to be held after the general meeting of shareholders referred to
above.

Contact:

Sony Corporation