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The following information is true and accurate at the time of publication.
October 23, 2003
Sony Corporation to Issue Stock Acquisition Rights
for the Purpose of Granting Stock Options
Sony Corporation (the "Corporation") resolved at a meeting
of its Board of Directors today to issue Common Stock Acquisition
Rights for the purpose of granting stock options to directors,
corporate executive officers and employees of the Corporation
and its subsidiaries, and to issue Subsidiary Tracking Stock
Acquisition Rights for the purpose of granting stock options
to directors and employees of Sony Communication Network
Corporation ("SCN"), pursuant to Articles 280-20 and 280-21
of the Commercial Code of Japan and to the approval of the
Corporation's 86th Ordinary General Meeting of Shareholders
held on June 20, 2003.
The terms of the issue are as follows:
I. Common Stock Acquisition Rights
- 1. Expected date of issue:
- November 14, 2003
2. Aggregate number of Common Stock Acquisition Rights
to be issued:
- 13,978
3. Issue price of Common Stock Acquisition Rights:
- No consideration shall be paid.
4. Class and number of shares to be issued or transferred
upon exercise of Common Stock Acquisition Rights:
- 1,397,800 shares of common stock of the Corporation.
The number of shares to be issued or transferred upon
exercise of each Common Stock Acquisition Right is 100.
5. Amount to be paid in per share to be issued or transferred
upon exercise of Common Stock Acquisition Rights:
- The amount to be paid in per share to be issued or
transferred upon exercise of the Common Stock Acquisition
Rights (the "Exercise Price") shall be the average of
closing prices of shares of common stock of the Corporation
in the regular trading thereof on the Tokyo Stock Exchange,
Inc. (the "Closing Price") for ten (10) consecutive
trading days (excluding days on which there is no Closing
Price) immediately prior to the issue date of the Common
Stock Acquisition Rights, 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; provided,
however, that if such calculated price is lower than
any of (i) the average of the Closing Prices for thirty
(30) consecutive trading days (excluding days on which
there is no Closing Price) commencing forty-five (45)
trading days immediately before the day immediately
after the issue date of the Common 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), (ii) the average of the Closing
Prices for thirty (30) consecutive trading days (excluding
days on which there is no Closing Price) commencing
forty-five (45) trading days immediately before the
date 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 (iii) the Closing Price on the issue
date of the Common 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 highest price of (i), (ii) and (iii)
above.
6. Period during which Common Stock Acquisition Rights
may be exercised:
- From and including November 14, 2004 to and including
November 13, 2013. 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 exercise of Common Stock Acquisition
Rights:
- (1) Each Common Stock Acquisition Right may not be
exercised in part.
- (2) If share exchange or share transfer by which the
Corporation becomes a wholly-owned subsidiary of another
company is approved at the meeting of shareholders of
the Corporation, a holder of the Common Stock Acquisition
Rights may not exercise the Common Stock Acquisition
Rights on and after the date of such share exchange
or share transfer.
8. Issue of certificates for Common Stock Acquisition
Rights:
- Certificates for Common Stock Acquisition Rights shall be issued only when a holder of the Common Stock Acquisition Rights requests the Corporation to issue such certificates of Common Stock Acquisition Rights.
9. Portion of issue price of shares which will accounted
for as stated capital in case shares are issued upon
exercise of Common Stock Acquisition Rights:
- The amount to be accounted for as stated capital shall
be the amount obtained by multiplying the Exercise Price
by 0.5, and any fraction less than one (1) yen resulting
from such calculation shall be rounded up to the nearest
yen.
10. Persons to whom Common Stock Acquisition Rights
shall be allocated:
- Directors, corporate executive officers and employees
of the Corporation and its subsidiaries (total: 604)
II. Subsidiary Tracking Stock Acquisition Rights
- 1. Expected date of issue:
- November 14, 2003
2. Aggregate number of Subsidiary Tracking Stock Acquisition
Rights to be issued:
- 455
3. Issue price of Subsidiary Tracking Stock Acquisition
Rights:
- No consideration shall be paid.
4. Class and number of shares to be issued or transferred
upon exercise of Subsidiary Tracking Stock Acquisition
Rights:
- 45,500 shares of subsidiary tracking stock of the
Corporation. The number of shares to be issued or transferred
upon exercise of each Subsidiary Tracking Stock Acquisition
Right is 100.
5. Amount to be paid in per share for exercise of Subsidiary
Tracking Stock Acquisition Rights:
- The amount to be paid in per share to be issued or
transferred upon exercise of the Subsidiary Tracking
Stock Acquisition Rights (the "Exercise Price") shall
be the average of closing prices of shares of subsidiary
tracking stock of the Corporation in the regular trading
thereof on the Tokyo Stock Exchange, Inc. (the "Closing
Price") for ten (10) consecutive trading days (excluding
days on which there is no Closing Price) immediately
prior to the issue date of the Subsidiary Tracking Stock
Acquisition Rights, 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; provided, however,
that if such calculated price is lower than any of (i)
the average of the Closing Prices for thirty (30) consecutive
trading days (excluding days on which there is no Closing
Price) commencing forty-five (45) trading days immediately
before the day immediately after the issue date of the
Subsidiary Tracking 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) or (ii)
the Closing Price on the issue date of the Subsidiary
Tracking 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 highest price of (i) and (ii) above.
6. Period during which Subsidiary Tracking Stock Acquisition
Rights may be exercised:
- From and including November 14, 2004 to and including
November 13, 2013. 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 exercise of Subsidiary Tracking Stock
Acquisition Rights:
- (1)Each Subsidiary Tracking Stock Acquisition Right
may not be exercised in part.
- (2)If share exchange or share transfer by which the
Corporation becomes a wholly-owned subsidiary of another
company is approved at the meeting of shareholders of
the Corporation, a holder of the Subsidiary Tracking
Stock Acquisition Rights may not exercise the Subsidiary
Tracking Stock Acquisition Rights on and after the date
of such share exchange or share transfer.
-
8. Issue of certificates for Subsidiary Tracking Stock
Acquisition Rights:
- Certificates for Subsidiary Tracking Stock Acquisition
Rights shall be issued only when a holder of the Subsidiary
Tracking Stock Acquisition Rights requests the Corporation
to issue such certificates of Subsidiary Tracking Stock
Acquisition Rights.
9. Portion of issue price of shares which will accounted
for as stated capital in case shares are issued upon
exercise of Subsidiary Tracking Stock Acquisition Rights:
- The amount to be accounted for as stated capital shall
be the amount obtained by multiplying the Exercise Price
by 0.5, and any fraction less than one (1) yen resulting
from such calculation shall be rounded up to the nearest
yen.
10. Persons to whom Tracking Stock Acquisition Rights
shall be allocated:
- Directors and employees of SCN (total: 7)
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