In accordance with the above revised policy, SCN will start taking action required for or in connection with the listing of its common stock on a stock exchange. If the listing of SCN common stock is approved by the stock exchange, subject to required procedures, all the shares of the TS will be compulsorily terminated pursuant to Sony's Articles of Incorporation. Sony's Articles of Incorporation stipulate that the method of such termination may be any one of the following: (1) compulsory retirement in cash, (2) compulsory conversion to Sony common stock, or (3) compulsory exchange with SCN common stock. With respect to the method of exchange with SCN common stock referred to (3) above, although Sony's initial policy was that such method would not be taken unless and until a tax deferment on the difference between the acquisition cost of TS and market value of SCN common stock is allowed by tax law. While any tax law revisions which allow such deferral have not yet been made, regardless of such revisions, Sony has changed its policy and includes such method (compulsory exchange with SCN common stock) as one of the options for compulsory termination of TS.
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