Sony Corporation to Issue Stock Acquisition Rights for the Purpose of Granting Stock Options
23 October 2003 - 11:34PM
UK Regulatory
Sony Corporation
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 any 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 a 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 be 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 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 10 (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
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 be 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)