BW20030602002032 20030602T115428Z UTC
( BW)(SONY-CORP)(SON) Notice of the Ordinary General Meeting of
Shareholders to be held on June 20, 2003
Business Editors
UK REGULATORY NEWS
TOKYO--(BUSINESS WIRE)--June 2, 2003--
SONY CORPORATION
Notice of the Ordinary General Meeting of Shareholders to be held
on June 20, 2003
To the shareholders of Sony Corporation:
You are cordially invited to attend the 86th Ordinary General
Meeting of Shareholders of Sony Corporation to be held at the New
Takanawa Prince Hotel, 13-1, Takanawa 3-chome, Minato-ku, Tokyo, Japan
on Friday, June 20, 2003 at 10 o'clock in the morning (the "Meeting")
for the following purpose:
MATTERS TO BE REPORTED:
To receive the reports on the business report, non-consolidated
balance sheet and statement of income (on a parent company basis) for
the fiscal year ended March 31, 2003 (from April 1, 2002 to March 31,
2003) pursuant to the Commercial Code and the Law for Special
Exceptions to the Commercial Code concerning Audit, etc. of
Kabushiki-Kaisha (the "Audit Special Exceptions Law").
PROPOSALS TO BE ACTED UPON:
< CORPORATION'S PROPOSALS (PROPOSALS 1 to 7) >
1. To approve the proposed appropriation of non-consolidated net
profit for the fiscal year ended March 31, 2003 (from April 1, 2002 to
March 31, 2003).
2. To purchase its own shares.
3. To amend certain parts of the Articles of Incorporation.
4. To elect 17 Directors.
5. To grant retirement allowances to a retired Director and retiring
Statutory Auditors.
6. To issue Common Stock Acquisition Rights for
the purpose of granting stock options. 7. To issue Subsidiary Tracking
Stock Acquisition Rights for the purpose of granting stock options.
< SHAREHOLDERS' PROPOSAL (PROPOSAL 8) >
8. To amend the Articles of Incorporation with respect to
disclosure to shareholders of remuneration and/or retirement
allowances, etc. paid, given or granted or to be paid, given or
granted to each Director and Statutory Auditor.
EXPLANATION OF THE SUBJECT MATTERS OF THE MEETING
MATTERS TO BE REPORTED:
To receive the reports on the business report, non-consolidated
balance sheet and statement of income (on a parent company basis) for
the fiscal year ended March 31, 2003 (from April 1, 2002 to March 31,
2003).
NOTE: The financial statements for the fiscal year ended March 31,
2003 have been audited and certified by the Accounting Auditors
(certified public accountants) and the Statutory Auditors pursuant to
the Commercial Code and the Audit Special Exceptions Law.
Non-consolidated Balance Sheets (on a parent company basis)
-----------------------------------------------------------
As of March 31
ASSETS
(For Reference)
2003 2002
---- ----
(In millions of yen)
Current assets.................................JPY 746,141 JPY 943,061
Cash and time deposits..........................75,934 27,817
Notes and accounts receivable, trade...........415,527 443,720
Inventories.....................................37,376 48,814
Other..........................................219,493 424,899
Allowance for doubtful accounts................- 2,190 - 2,190
Fixed assets.....................................2,783,565 2,659,155
(Property, plant and equipment)...............(206,532) (222,229)
Buildings.......................................93,272 90,433
Machinery and equipment.........................41,679 52,862
Land............................................31,791 31,527
Other...........................................39,789 47,406
(Intangible assets)...........................(102,223) (83,426)
(Investments and other assets)..............(2,474,809) (2,353,499)
Investments in subsidiaries................. 2,020,642 2,037,662
Other..........................................456,576 318,376
Allowance for doubtful accounts..................2,410 - 2,540
Deferred assets.........................................42 52
Total assets...............................JPY 3,529,749 JPY 3,602,269
LIABILITIES AND STOCKHOLDERS' EQUITY
(In millions of yen)
Current liabilities........................JPY 933,818 JPY 1,024,641
Notes and accounts payable, trade..............365,967 375,927
Other..........................................567,851 648,713
Long-term liabilities..............................771,160 706,503
Bonds........................ 362,350 327,450
Convertible bonds..............................317,739 318,118
Accrued pension and severance cost for
employees............... 85,277 58,650
Accrued severance indemnities for directors..... 2,141 1,996
Other........................................... 3,652 287
Total liabilities................................1,704,979 1,731,144
Capital stock..................................... 476,277 476,105
Additional paid-in capital....................... 666,418 664,299
Retained earnings..................................684,120 730,949
Legal reserve...................................31,369 30,169
Reserve for special depreciation................ 2,403 3,378
Reserve for deferral of capital gain
reinvested into other assets.. 197 135
General reserve.............................. 654,400 654,400
Undisposed loss..................................4,250
Unappropriated retained earnings................. 42,866
Unrealized losses on securities......................- 47 - 50
Treasury stock, at cost........................... - 1,997 - 180
Total stockholders' equity.......................1,824,770 1,871,124
Total liabilities and
stockholders' equity.... JPY 3,529,749 JPY 3,602,269
Non-consolidated Statements of Income (on a parent company basis)
-----------------------------------------------------------------
For the year ended March 31
(For Reference)
2003 2002
---- ----
(In millions of yen)
Operating profit and loss
Net sales..........................................................JPY 2,526,264 JPY 2,644,195
Cost of sales........................................................... 2,271,781 2,317,238
Selling, general and administrative expenses...................... 391,127 379,951
Operating loss............................................................ 136,644 52,994
Non-operating profit and loss
Non-operating profit
Interest income and dividend received........................ 80,015 86,319
Miscellaneous income.......................................... 81,136 79,689
Non-operating loss
Interest expenses................................................. 11,192 13,373
Miscellaneous expenses........................................ 42,841 105,764
Ordinary loss............................................................. 29,525 6,122
Non-recurring loss, net.................................................. 13,931
Loss before income taxes.............................................. 43,457 6,122
Income taxes
Current................................................................. 5,674 1,378
Deferred............................................................... - 44,263 - 37,136
Net loss.................................................................... 4,868
Net income................................................................ 29,635
Unappropriated retained earnings brought forward
from previous year................................................... 32,193 28,325
Retirment of subsidiary stock........................................... 20,078 3,599
Interim dividends......................................................... 11,497 11,496
Undisposed loss as of the end of year................................ JPY 4,250
Unappropriated retained earnings as of the end of year....... JPY 42,866
PROPOSALS TO BE ACTED UPON:
< CORPORATION'S PROPOSALS (PROPOSALS 1 to 7) >
1. To approve the proposed appropriation of non-consolidated net
profit for the fiscal year ended March 31, 2003 (from April 1, 2002 to
March 31, 2003).
On a parent company basis, a net loss was recorded for the fiscal year
ended March 31, 2003. However, the Corporation's consolidated net
profit increased to JPY115.5 billion despite difficult business
conditions. With respect to year-end cash dividends on shares of
Common Stock for the fiscal year, the Corporation proposes paying
JPY12.50 per share, which is equal to the amount per share of year-end
cash dividends paid in the previous year. In this connection, the
Corporation will reverse a part of the general reserve so as to be
able to continue to provide a stable payment of dividends to
shareholders and maintain sufficient retained earnings carried forward
to the next year for future business development. This payment,
combined with the interim dividends of JPY12.50 per share paid in
November 2002, will bring the total annual cash dividends for the
fiscal year to JPY25 per share.
PROPOSED APPROPRIATION OF NET PROFIT
(on a parent company basis)
(In yen)
Undisposed loss as of the end of year................................................. JPY 4,250,489,106
Reversal of reserve for special depreciation.......................................... 806,077,204
Reversal of reserve for deferral of capital gain reinvested into other assets...... 7,550,993
Reversal of general reserve....................................................................... 100,000,000,000
---------------------------------------------------------------------------------------------- --------------------
---------------------------------------------------------------------------------------------- --------------------
Total 96,563,139,091
To be appropriated to:
Cash dividends on shares of Common Stock (JPY12.50 per share).............. 11,525,111,625
Bonus to Directors................................................................... 160,000,000
Reserve for special depreciation................................................... 8,880,761
Reserve for deferral of capital gain reinvested into other assets.............. 4,197,153
Unappropriated retained earnings carried forward to the next year.......... 84,864,949,552
NOTES:
1. Interim dividends on shares of Common Stock aggregating
JPY11,497,109,250 (JPY12.50 per share) were paid on November 29, 2002
to the shareholders of record as of September 30, 2002.
2. With respect to the year-end cash dividends on shares of
Subsidiary Tracking Stock, the Corporation does not propose paying
such dividends as the subsidiary to which Subsidiary Tracking Stock
links, Sony Communication Network Corporation ("SCN"), resolved at a
meeting of its board of directors on February 28, 2003, that SCN did
not propose paying dividends on its shares of common stock.
2. To purchase its own shares.
Pursuant to Article 210 of the Commercial Code, in order to retain
flexibility in purchasing its own shares when necessary during the
period up to the next ordinary general meeting of shareholders, it is
proposed that the Corporation be authorized to purchase its own shares
as follows:
(1) Period Until the conclusion of the ordinary general meeting of shareholders
to be held for the fiscal year ending March 31, 2004
(2) Type of shares Shares of Common Stock and shares of Subsidiary Tracking Stock
(3) Number of shares Common Stock: Up to 90,000,000 shares
Subsidiary Tracking Stock: Up to 300,000 shares
(4) Total purchase price Common Stock: Up to JPY400 billion
Subsidiary Tracking Stock: Up to JPY 1 billion
3. To amend certain parts of the Articles of Incorporation.
1. Japanese corporate law relating to management systems and shares
was changed by the April 1, 2003 enactment of the "Law Amending the
Commercial Code and Other Related Laws" (Law No. 44, 2002). As a
result of the enactment of this law, it is proposed that the following
amendments be made to the present Articles of Incorporation:
(1) For the purposes of reinforcing corporate governance and
management transparency of the Group by strengthening the position of
the Board of Directors of the Corporation as the supervising body and
promoting the delegation of power and authority from the Board of
Directors of the Corporation to the executing body and making clearer
the responsibility of business operation, it is proposed that the
present system of Statutory Auditors and Board of Statutory Auditors
be abolished and that the Corporation adopt the system of corporations
having committees under the Audit Special Exceptions Law. In
connection therewith, it is proposed that necessary amendments be made
to the Articles of Incorporation, including adding new provisions to
make the Corporation subject to exceptions applicable to corporations
having committees pursuant to the Audit Special Exceptions Law and to
establish Committees and Corporate Executive Officers and deleting
provisions concerning Statutory Auditors and Board of Statutory
Auditors. The Directors obtained the consent of all Statutory Auditors
to amend new Article 19 (concerning the limitation of liabilities of
Directors and liability limitation agreement with outside Directors)
and to create new Article 30 (concerning the limitation of liabilities
of Corporate Executive Officers).
(2) As a result of the establishment of the registration system of
lost share certificates, it is proposed that necessary amendments be
made to the Articles of Incorporation.
(3) An additional share purchase system whereby shareholders may
purchase shares less than one full unit may be adopted by providing
for such in the Articles of Incorporation. In connection therewith, it
is proposed that the Articles of Incorporation be amended to provide
that shareholders who own shares less than one full unit (100 shares)
may request that the Corporation sell such amount of shares which
will, when added together with the shares which make up less than one
full unit, constitute one full unit.
(4) Taking an opportunity of the establishment of the auction system
of shares owned by shareholders whose residence has been unknown for
the past five continuous years, it is proposed that the expiration
period for dividends and cash distributions be extended to five years.
(5) The quorum necessary to constitute a special resolution of a
general meeting of shareholders may be reduced to not less than
one-third of the votes of all shareholders by providing for such in
the Articles of Incorporation. In connection therewith, for the
purpose of constituting a special resolution surely hereafter, it is
proposed that the quorum requirements be lessened.
2. For the purpose of securing an alternative appropriate venue for
holding a general meeting of shareholders, it is proposed that the
City of Yokohama in Kanagawa Prefecture be added to the list of venues
where a general meeting of shareholders may be held.
3. As a result of the addition and deletion of certain Articles, it is
proposed that certain present Articles be renumbered. In addition, it
is proposed that some of the descriptions of the present Articles be
modified.
Proposed amendments are set out below:
New Article 1-2.
Reason for Amendment:
This Article be added in order to make the Corporation subject to the
exceptions applicable to corporations having committees.
Before Amendment:
[New Article]
After Amendment:
Article 1-2. (Special Exceptions Applicable to Corporations Having
Committees)
The Corporation shall be subject to exceptions applicable to
corporations having committees as provided for in Chapter II, Section
IV of the Law for Special Exceptions to the Commercial Code concerning
Audit, etc. of Kabushiki-Kaisha (hereinafter referred to as the "Audit
Special Exceptions Law").
Article 7.
Reason for Amendment:
This Article be amended to allow shareholders, who own shares
constituting less than one full unit, to request that the Corporation
sell to them such amount of shares which will, when added together
with the shares which make up less than one full unit, constitute one
full unit following the establishment of an additional purchase system
of shares less than one full unit.
Before Amendment:
Article 7. (Non-Issuance of Certificates for Shares Constituting Less
Than One Full Unit)
1. The Corporation shall not issue any certificate for shares
constituting less than one full unit (hereinafter referred to as
"shares constituting less than one full unit").
2. [New Article]
After Amendment:
Article 7. (Shares Constituting Less Than One Full Unit)
1. [Not amended]
2. A shareholder (including a beneficial shareholder; hereinafter the
same interpretation being applicable) holding shares constituting less
than one full unit may request the Corporation to sell to the
shareholder such amount of shares which will, when added together with
the shares constituting less than one full unit, constitute one full
unit of stock.
Article 8.
Reason for Amendment:
This Article be amended so that matters which presently are to be
determined by a resolution of the Board of Directors of the
Corporation may be determined by a Corporate Executive Officer to whom
the determination has been delegated by a resolution of the Board of
Directors of the Corporation as a result of adopting the system of
corporations having committees under the Audit Special Exceptions Law.
In addition, this Article be amended as necessary following the
establishment of a registration system of lost share certificates and
an additional purchase system of shares less than one full unit.
Before Amendment:
Article 8. (Transfer Agent)
1. The Corporation shall appoint a transfer agent in respect to
shares. The transfer agent and its handling office shall be determined
by a resolution of the Board of Directors of the Corporation and
public notice thereof shall be given by the Corporation.
2. The Corporation's register of shareholders (including the register
of beneficial shareholders; hereinafter the same interpretation being
applicable) shall be kept at the handling office of the transfer
agent. The Corporation shall cause the transfer agent to handle the
business pertaining to shares, such as registration of transfers of
shares, entry (including the digital entry; hereinafter the same
interpretation being applicable) in the register of beneficial
shareholders, and purchase of shares constituting less than one full
unit, etc. The Corporation itself shall not handle the above matters
directly.
After Amendment:
Article 8. (Transfer Agent)
1. The Corporation shall appoint a transfer agent in respect to
shares. The transfer agent and its handling office shall be determined
by a resolution of the Board of Directors of the Corporation or the
Corporate Executive Officer to whom the determination has been
delegated by a resolution of the Board of Directors of the Corporation
and public notice thereof shall be given by the Corporation.
2. The register of shareholders (including the register of beneficial
shareholders; hereinafter the same interpretation being applicable)
and the register of lost share certificates of the Corporation shall
be kept at the handling office of the transfer agent. The Corporation
shall cause the transfer agent to handle the business pertaining to
shares, such as registration of transfers of shares, entry (including
the digital entry; hereinafter the same interpretation being
applicable) in the register of beneficial shareholders, registration
of lost share certificates, and purchase and sale of shares
constituting less than one full unit, etc. The Corporation itself
shall not handle the above matters directly.
Article 9.
Reason for Amendment:
[Same as Article 8.]
Before Amendment:
Article 9. (Share Handling Regulations)
The business pertaining to shares of the Corporation, including
denominations of share certificates, registration of transfers of
shares, entry in the register of beneficial shareholders, and purchase
of shares constituting less than one full unit, etc. shall be governed
by, in addition to these Articles of Incorporation, the Share Handling
Regulations adopted or amended by a resolution of the Board of
Directors of the Corporation.
After Amendment:
Article 9. (Share Handling Regulations)
The business pertaining to shares of the Corporation, including
denominations of share certificates, registration of transfers of
shares, entry in the register of beneficial shareholders, registration
of lost share certificates, and purchase and sale of shares
constituting less than one full unit, etc. shall be governed by, in
addition to these Articles of Incorporation, the Share Handling
Regulations adopted or amended by a resolution of the Board of
Directors of the Corporation or the Corporate Executive Officer to
whom the adoption or amendment has been delegated by a resolution of
the Board of Directors of the Corporation.
Article 10.
Reason for Amendment:
This Article be amended so that matters which presently are to be
determined by a resolution of the Board of Directors of the
Corporation may be determined by a Corporate Executive Officer to whom
the determination has been delegated by a resolution of the Board of
Directors of the Corporation as a result of adopting the system of
corporations having committees under the Audit Special Exceptions Law.
In addition, this Article be amended to modify some of the relevant
descriptions.
Before Amendment:
Article 10. (Record Date)
1. The Corporation shall deem any shareholder (including beneficial
shareholders; hereinafter the same interpretation being applicable)
having voting rights as appearing on the register of shareholders as
of the close of the last day of each accounting period to be a
shareholder who is entitled to exercise voting rights at the ordinary
general meeting of shareholders for that particular accounting period.
2. In addition to the preceding paragraph, whenever necessary, in
accordance with a resolution of the Board of Directors of the
Corporation and upon giving prior public notice, the Corporation may
deem any shareholder or registered pledgee whose name appears on the
register of shareholders as of the close of a specified date to be the
shareholder or the pledgee who is entitled to exercise the rights of a
shareholder or a pledgee.
After Amendment:
Article 10. (Record Date)
1. The Corporation shall deem any shareholder having voting rights as
appearing on the register of shareholders as of the close of the last
day of each accounting period to be a shareholder who is entitled to
exercise voting rights at the ordinary general meeting of shareholders
for that particular accounting period.
2. In addition to the preceding paragraph, whenever necessary, in
accordance with a resolution of the Board of Directors of the
Corporation or a determination of the Corporate Executive Officer to
whom the determination has been delegated by a resolution of the Board
of Directors of the Corporation and upon giving prior public notice,
the Corporation may deem any shareholder or registered pledgee whose
name appears on the register of shareholders as of the close of a
specified date to be the shareholder or the pledgee who is entitled to
exercise the rights of a shareholder or a pledgee.
Article 10-2.
Reason for Amendment:
This Article be amended to make necessary changes to the method of
approving a proposed appropriation of retained earnings of the
Subsidiary of Subsidiary Tracking Stock in order to deal with the case
where the Subsidiary adopts the system of corporations having
committees under the Audit Special Exceptions Law. In addition, this
Article be amended to renumber upwards the presently quoted Articles
following the deletion of certain Articles.
Before Amendment:
Article 10-2. (Dividends for Shares of Subsidiary Tracking Stock)
1. In the event that the board of Directors of the Subsidiary as
defined in Paragraph 3 of this Article (hereinafter referred to as the
"Subsidiary's Board of Directors") resolves to submit to its ordinary
general meeting of shareholders (hereinafter referred to as the
"Subsidiary's Ordinary General Meeting of Shareholders") a proposed
appropriation of retained earnings including the payment of dividends
to the holders of shares of Common Stock of the Subsidiary
(hereinafter referred to as the "Subsidiary Shares") for the
accounting period of the Subsidiary ending on or prior to the last day
of a business year of the Corporation, the Corporation shall, for such
business year of the Corporation, pay to the holders of shares of
Subsidiary Tracking Stock (hereinafter referred to as the
"Shareholders of Subsidiary Tracking Stock") and/or the registered
pledgees of shares of Subsidiary Tracking Stock (hereinafter referred
to as the "Registered Pledgees of Subsidiary Tracking Stock") whose
names appear on the register of shareholders as of the close of the
last day of each accounting period dividends in an amount per share of
Subsidiary Tracking Stock determined by the method prescribed in
Paragraph 2 of this Article (hereinafter referred to as the "Dividends
for Subsidiary Tracking Stock") in priority to the payment of
dividends to the holders of shares of Common Stock of the Corporation
(hereinafter referred to as the "Shareholders of Common Stock") and/or
the registered pledgees of shares of Common Stock of the Corporation
(hereinafter referred to as the "Registered Pledgees of Common Stock")
whose names appear on the register of shareholders as of the close of
the last day of each accounting period.
2. The amount of the Dividends for Subsidiary Tracking Stock to be
paid for each accounting period of the Corporation pursuant to the
preceding paragraph shall be the smaller of the amounts to be
calculated pursuant to the methods prescribed in Items (1) and (2)
below:
(1) [Omitted]
(2) The amount obtained by multiplying one hundred thousand yen
(100,000 yen) by the Standard Ratio as of the end of the relevant
business year of the Corporation (hereinafter referred to as the
"Maximum Dividend Amount of Subsidiary Tracking Stock"); provided,
however, that if all or part of the Interim Dividends for Subsidiary
Tracking Stock as defined in Article 35, Paragraph 2 are paid for the
business year, the amount of such payment shall be deducted therefrom.
3. [Omitted]
4. Even if the Dividends for Subsidiary Tracking Stock are not paid
for a certain business year because the Subsidiary's Board of
Directors did not resolve to propose to the Subsidiary's Ordinary
General Meeting of Shareholders the appropriation of retained earnings
including the payment of dividends to the holders of Subsidiary
Shares, the Corporation may pay dividends for such business year to
the Shareholders of Common Stock and/or the Registered Pledgees of
Common Stock.
After Amendment:
Article 10-2. (Dividends for Shares of Subsidiary Tracking Stock)
1. In the event that the board of Directors of the Subsidiary as
defined in Paragraph 3 of this Article (hereinafter referred to as the
"Subsidiary's Board of Directors") resolves to submit to its ordinary
general meeting of shareholders (hereinafter referred to as the
"Subsidiary's Ordinary General Meeting of Shareholders") a proposed
appropriation of retained earnings including the payment of dividends
to the holders of shares of Common Stock of the Subsidiary
(hereinafter referred to as the "Subsidiary Shares") for the
accounting period of the Subsidiary ending on or prior to the last day
of a business year of the Corporation (or, in a case where the
Subsidiary is a corporation having committees as provided for in the
Audit Special Exceptions Law, in the event that the Subsidiary's Board
of Directors approves such proposed appropriation of retained
earnings), the Corporation shall, for such business year of the
Corporation, pay to the holders of shares of Subsidiary Tracking Stock
(hereinafter referred to as the "Shareholders of Subsidiary Tracking
Stock") and/or the registered pledgees of shares of Subsidiary
Tracking Stock (hereinafter referred to as the "Registered Pledgees of
Subsidiary Tracking Stock") whose names appear on the register of
shareholders as of the close of the last day of each accounting period
dividends in an amount per share of Subsidiary Tracking Stock
determined by the method prescribed in Paragraph 2 of this Article
(hereinafter referred to as the "Dividends for Subsidiary Tracking
Stock") in priority to the payment of dividends to the holders of
shares of Common Stock of the Corporation (hereinafter referred to as
the "Shareholders of Common Stock") and/or the registered pledgees of
shares of Common Stock of the Corporation (hereinafter referred to as
the "Registered Pledgees of Common Stock") whose names appear on the
register of shareholders as of the close of the last day of each
accounting period.
2. [Not amended]
(1) [Not amended]
(2) The amount obtained by multiplying one hundred thousand yen
(100,000 yen) by the Standard Ratio as of the end of the relevant
business year of the Corporation (hereinafter referred to as the
"Maximum Dividend Amount of Subsidiary Tracking Stock"); provided,
however, that if all or part of the Interim Dividends for Subsidiary
Tracking Stock as defined in Article 33, Paragraph 2 are paid for the
business year, the amount of such payment shall be deducted therefrom.
3. [Not amended]
4. Even if the Dividends for Subsidiary Tracking Stock are not paid
for a certain business year because the Subsidiary's Board of
Directors did not resolve to propose to the Subsidiary's Ordinary
General Meeting of Shareholders the appropriation of retained earnings
including the payment of dividends to the holders of Subsidiary Shares
(or, in a case where the Subsidiary is a corporation having committees
as provided for in the Audit Special Exceptions Law, because the
Subsidiary's Board of Directors did not approve such proposed
appropriation of retained earnings), the Corporation may pay dividends
for such business year to the Shareholders of Common Stock and/or the
Registered Pledgees of Common Stock.
Article 10-3.
Reason for Amendment:
This Article be amended to modify some of the relevant descriptions
following the introduction of share acquisition rights. In addition,
this Article be amended to make necessary changes to the provisions
concerning the approval of a proposed appropriation of retained
earnings as a result of adopting the system of corporations having
committees under the Audit Special Exceptions Law.
Before Amendment:
Article 10-3. (Cumulation)
1. [Omitted]
2. [Omitted]
3. In the event that the Corporation issues new shares of Subsidiary
Tracking Stock (including but not limited to those issued upon
conversion of convertible bonds and exercise of share subscription
rights) and the Cumulative Unpaid Dividends exist with respect to the
already issued shares of the Subsidiary Tracking Stock, the amount
equivalent to the Cumulative Unpaid Dividends per already issued share
at the time of such issuance of new shares shall be deemed to be the
Cumulative Unpaid Dividends per share of such newly issued shares of
Subsidiary Tracking Stock; provided, however, that if the Corporation
newly issues the shares of Subsidiary Tracking Stock by way of stock
split, the amount deemed to be the Cumulative Unpaid Dividends per
share as aforesaid and the amount of the Cumulative Unpaid Dividends
per already issued share of Subsidiary Tracking Stock shall be
adjusted in accordance with the ratio of such stock split. If the
Corporation newly issues shares of Subsidiary Tracking Stock during
the period from the day immediately following the last day of an
accounting period of the Corporation through the day of the ordinary
general meeting of shareholders of the Corporation for such accounting
period, the appropriation of retained earnings for such accounting
period adopted at such meeting shall be taken into account in
calculating the deemed Cumulative Unpaid Dividends of the newly issued
shares of Subsidiary Tracking Stock.
After Amendment:
Article 10-3. (Cumulation)
1. [Not amended]
2. [Not amended]
3. In the event that the Corporation issues new shares of Subsidiary
Tracking Stock (including but not limited to those issued upon
exercise of share subscription rights and share acquisition rights)
and the Cumulative Unpaid Dividends exist with respect to the already
issued shares of the Subsidiary Tracking Stock, the amount equivalent
to the Cumulative Unpaid Dividends per already issued share at the
time of such issuance of new shares shall be deemed to be the
Cumulative Unpaid Dividends per share of such newly issued shares of
Subsidiary Tracking Stock; provided, however, that if the Corporation
newly issues the shares of Subsidiary Tracking Stock by way of stock
split, the amount deemed to be the Cumulative Unpaid Dividends per
share as aforesaid and the amount of the Cumulative Unpaid Dividends
per already issued share of Subsidiary Tracking Stock shall be
adjusted in accordance with the ratio of such stock split. If the
Corporation newly issues shares of Subsidiary Tracking Stock during
the period from the day immediately following the last day of an
accounting period of the
Corporation through the day of the ordinary general meeting of
shareholders of the Corporation for such accounting period (or,
in a case where the proposed appropriation of retained earnings
for such accounting period is deemed, according to Article 21-31
of the Audit Special Exceptions Law, to have been approved as
required by Article 283, Paragraph 1 of the Commercial Code at
the time when the Board of Directors approves such proposed
appropriation, on the day of such meeting of the Board of
Directors), the appropriation of retained earnings for such
accounting period adopted at such meeting (or, in a case where
the proposed appropriation of retained earnings for such
accounting period is deemed, according to Article 21-31 of the
Audit Special Exceptions Law, to have been approved as required
by Article 283, Paragraph 1 of the Commercial Code at the time
when the Board of Directors approves such proposed
appropriation, such appropriation of retained earnings which has
been approved by the Board of Directors) shall be taken into
account in calculating the deemed Cumulative Unpaid Dividends of
the newly issued shares of Subsidiary Tracking Stock.
Article 10-7.
Reason for Amendment:
This Article be amended so that matters which presently are
to be determined by a resolution of the Board of Directors of
the Corporation may be determined by a Corporate Executive
Officer to whom the determination has been delegated by a
resolution of the Board of Directors of the Corporation as a
result of adopting the system of corporations having committees
under the Audit Special Exceptions Law.
Before Amendment:
Article 10-7. (Compulsory Retirement-Part1)
1. [Omitted]
2. (1) The "Termination Date" as used in this Article
shall mean any date following the third anniversary of June 20,
2001 and determined by the Corporation as such by a resolution
of the Board of Directors of the Corporation.
(2) The "Standard Market Price" as used in this
Article shall mean the average (except the days on which the
closing prices (including quotations; hereinafter the same
interpretation being applicable) do not exist) of the closing
prices in the Regular Transactions (in the case of a Stock
Exchange (as defined below) other than the Tokyo Stock Exchange,
transactions corresponding to the Regular Transactions at the
Tokyo Stock Exchange; hereinafter the same interpretation being
applicable) of the shares of Subsidiary Tracking Stock for
thirty (30) trading days commencing on the day forty-five (45)
trading days before the date on which the Board of Directors of
the Corporation resolved to retire the shares of Subsidiary
Tracking Stock (hereinafter in this item referred to as the
"Commencing Date for Calculation of Standard Market Price") at
the stock exchange or over-the-counter market in Japan or
similar overseas stock exchange or market (hereinafter referred
to as the "Stock Exchange") whose trading volume of the shares
of Subsidiary Tracking Stock for such thirty (30) trading days
is the largest among the Stock Exchanges where the shares of
Subsidiary Tracking Stock are listed or registered; provided,
however, that if the Commencing Date for Calculation of Standard
Market Price comes after the delisting or deregistration of the
shares of Subsidiary Tracking Stock from all the Stock Exchanges
that listed or registered the shares of Subsidiary Tracking
Stock, the average of the closing prices for ten (10) trading
days (except the days on which the closing prices do not exist)
prior to the day of the delisting or deregistration from the
Stock Exchange where the shares of Subsidiary Tracking Stock
were last delisted or deregistered shall be deemed the Standard
Market Price of the shares of Subsidiary
Tracking Stock. The above average shall be calculated to the
second decimal place and rounded to the nearest first decimal
place, with five one-hundredths (5/100) being rounded upwards.
The adjustment due to a change in the number of the shares of
Subsidiary Tracking Stock or other details concerning the method
of determining the Standard Market Price that affects the
aforementioned calculation of the Standard Market Price shall be
determined by the Board of Directors of the Corporation.
After Amendment:
Article 10-7. (Compulsory Retirement-Part1)
1. [Not amended]
2. (1) The "Termination Date" as used in this Article shall
mean any date following the third anniversary of June 20, 2001
and determined by the Corporation as such by a resolution of the
Board of Directors of the Corporation or the Corporate Executive
Officer to whom the determination has been delegated by a
resolution of the Board of Directors of the Corporation.
(2) The "Standard Market Price" as used in this
Article shall mean the average (except the days on which the
closing prices (including quotations; hereinafter the same
interpretation being applicable) do not exist) of the closing
prices in the Regular Transactions (in the case of a Stock
Exchange (as defined below) other than the Tokyo Stock Exchange,
transactions corresponding to the Regular Transactions at the
Tokyo Stock Exchange; hereinafter the same interpretation being
applicable) of the shares of Subsidiary Tracking Stock for
thirty (30) trading days commencing on the day forty-five (45)
trading days before the date on which the Board of Directors of
the Corporation or the Corporate Executive Officer to whom the
determination has been delegated by a resolution of the Board of
Directors of the Corporation resolved to retire the shares of
Subsidiary Tracking Stock (hereinafter in this item referred to
as the "Commencing Date for Calculation of Standard Market
Price") at the stock exchange or over-the-counter market in
Japan or similar overseas stock exchange or market (hereinafter
referred to as the "Stock Exchange") whose trading volume of the
shares of Subsidiary Tracking Stock for such thirty (30) trading
days is the largest among the Stock Exchanges where the shares
of Subsidiary Tracking Stock are listed or registered; provided,
however, that if the Commencing Date for Calculation of Standard
Market Price comes after the delisting or deregistration of the
shares of Subsidiary Tracking Stock from all the Stock Exchanges
that listed or registered the shares of Subsidiary Tracking
Stock, the average of the closing prices for ten (10) trading
days (except the days on which the closing prices do not exist)
prior to the day of the delisting or deregistration from the
Stock Exchange where the shares of Subsidiary Tracking Stock
were last delisted or deregistered shall be deemed the Standard
Market Price of the shares of Subsidiary Tracking Stock. The
above average shall be calculated to the second decimal place
and rounded to the nearest first decimal place, with five
one-hundredths (5/100) being rounded upwards. The adjustment due
to a change in the number of the shares of Subsidiary Tracking
Stock or other details concerning the method of determining the
Standard Market Price that affects the aforementioned
calculation of the Standard Market Price shall be determined by
the Board of Directors of the Corporation or the Corporate
Executive Officer to whom the determination has been delegated
by a resolution of the Board of Directors of the Corporation.
Article 10-9.
Reason for Amendment:
[Same as Article 10-7.]
Before Amendment:
Article 10-9. (Compulsory Conversion)
1. [Omitted]
2. (1) The "Compulsory Conversion Date" as used in this
Article shall mean any date following the third anniversary of
June 20, 2001 and determined by the Corporation as such by a
resolution of the Board of Directors of the Corporation.
(2) The "Standard Market Price of the shares of
Subsidiary Tracking Stock" or the "Standard Market Price of the
shares of Common Stock of the Corporation" as used in this
Article shall respectively mean the average (except the days on
which the closing prices do not exist) of the closing prices in
the Regular Transactions of the shares of Subsidiary Tracking
Stock or the shares of Common Stock of the Corporation for
thirty (30) trading days commencing on the day forty-five (45)
trading days before the date on which the Board of Directors of
the Corporation resolved to implement the compulsory conversion
of the shares of Subsidiary Tracking Stock (hereinafter in this
item referred to as the "Commencing Date for Calculation of
Standard Market Price") at the Stock Exchange whose transaction
volume of the shares of Subsidiary Tracking Stock or the shares
of Common Stock of the Corporation for such thirty (30) trading
days is the largest among the Stock Exchanges where the shares
of Subsidiary Tracking Stock or the shares of Common Stock of
the Corporation are listed or registered; provided, however,
that if the Commencing Date for Calculation of Standard Market
Price comes after the delisting or deregistration of the shares
of Subsidiary Tracking Stock or the shares of Common Stock of
the Corporation from all the Stock Exchanges that listed or
registered the shares of Subsidiary Tracking Stock or the shares
of Common Stock of the Corporation, the average of the closing
prices for ten (10) trading days (except the days on which the
closing prices do not exist) prior to the day of the delisting
or deregistration from the Stock Exchange where the shares of
Subsidiary Tracking Stock or the shares of Common Stock of the
Corporation were last delisted or deregistered shall be deemed
the Standard Market Price of the shares of Subsidiary Tracking
Stock or the shares of Common Stock of the Corporation. The
above average shall be calculated to the second decimal place
and rounded to the nearest first decimal place, with five
one-hundredths (5/100) being rounded upwards. The adjustment due
to a change in the number of the shares of Subsidiary Tracking
Stock or the shares of Common Stock of the Corporation or other
details concerning the method of determining the Standard Market
Price that affect the aforementioned calculation of the Standard
Market Price shall be determined by the Board of Directors of
the Corporation.
After Amendment:
Article 10-9. (Compulsory Conversion)
1. [Not amended]
2. (1) The "Compulsory Conversion Date" as used in this
Article shall mean any date following the third anniversary of
June 20, 2001 and determined by the Corporation as such by a
resolution of the Board of Directors of the Corporation or the
Corporate Executive Officer to whom the determination has been
delegated by a resolution of the Board of Directors of the
Corporation.
(2) The "Standard Market Price of the shares of
Subsidiary Tracking Stock" or the "Standard Market Price of the
shares of Common Stock of the Corporation" as used in this
Article shall respectively mean the average (except the days on
which the closing prices do not exist) of the closing prices in
the Regular Transactions of the shares of Subsidiary Tracking
Stock or the shares of Common Stock of the Corporation for
thirty (30) trading days commencing on the day forty-five (45)
trading days before the date on which the Board of Directors of
the Corporation or the Corporate Executive Officer to whom the
determination has been delegated by a resolution of the Board of
Directors of the Corporation resolved to implement the
compulsory conversion of the shares of Subsidiary Tracking Stock
(hereinafter in this item referred to as the "Commencing Date
for Calculation of Standard Market Price") at the Stock Exchange
whose transaction volume of the shares of Subsidiary Tracking
Stock or the shares of Common Stock of the Corporation for such
thirty (30) trading days is the largest among the Stock
Exchanges where the shares of Subsidiary Tracking Stock or the
shares of Common Stock of the Corporation are listed or
registered; provided, however, that if the Commencing Date for
Calculation of Standard Market Price comes after the delisting
or deregistration of the shares of Subsidiary Tracking Stock or
the shares of Common Stock of the Corporation from all the Stock
Exchanges that listed or registered the shares of Subsidiary
Tracking Stock or the shares of Common Stock of the Corporation,
the average of the closing prices for ten (10) trading days
(except the days on which the closing prices do not exist) prior
to the day of the delisting or deregistration from the Stock
Exchange where the shares of Subsidiary Tracking Stock or the
shares of Common Stock of the Corporation were last delisted or
deregistered shall be deemed the Standard Market Price of the
shares of Subsidiary Tracking Stock or the shares of Common
Stock of the Corporation. The above average shall be calculated
to the second decimal place and rounded to the nearest first
decimal place, with five one-hundredths (5/100) being rounded
upwards. The adjustment due to a change in the number of the
shares of Subsidiary Tracking Stock or the shares of Common
Stock of the Corporation or other details concerning the method
of determining the Standard Market Price that affect the
aforementioned calculation of the Standard Market Price shall be
determined by the Board of Directors of the Corporation or the
Corporate Executive Officer to whom the determination has been
delegated by a resolution of the Board of Directors of the
Corporation.
Article 10-10.
Reason for Amendment:
[Same as Article 10-7.]
Before Amendment:
Article 10-10. (Compulsory Termination-Part 1)
1. [Omitted]
2. The compulsory retirement or conversion of the shares of
Subsidiary Tracking Stock in the event prescribed in each item
of the preceding paragraph shall be made in accordance with the
provisions of Article 10-7, 10-8 or 10-9; provided, however,
that the Termination Date for compulsory retirement or the
Compulsory Conversion Date for compulsory conversion in such
cases shall, notwithstanding the provisions of Article 10-7,
Paragraph 2, Item (1) or Article 10-9, Paragraph 2, Item (1), be
the day reasonably soon after the occurrence of such event and
determined by the Board of Directors of the Corporation that
resolves such compulsory retirement or conversion as such.
After Amendment:
Article 10-10. (Compulsory Termination-Part 1)
1. [Not amended]
2. The compulsory retirement or conversion of the shares of
Subsidiary Tracking Stock in the event prescribed in each item
of the preceding paragraph shall be made in accordance with the
provisions of Article 10-7, 10-8 or 10-9; provided, however,
that the Termination Date for compulsory retirement or the
Compulsory Conversion Date for compulsory conversion in such
cases shall, notwithstanding the provisions of Article 10-7,
Paragraph 2, Item (1) or Article 10-9, Paragraph 2, Item (1), be
the day reasonably soon after the occurrence of such event and
determined by the Board of Directors of the Corporation or the
Corporate Executive Officer to whom the determination has been
delegated by a resolution of the Board of Directors of the
Corporation that resolves such compulsory retirement or
conversion as such.
Article 10-11.
Reason for Amendment:
[Same as Article 10-7.]
Before Amendment:
Article 10-11. (Compulsory Termination-Part 2)
1. [Omitted]
2. (1) The compulsory retirement or conversion of the
shares of Subsidiary Tracking Stock under the preceding
paragraph shall be made in accordance with the provisions of
Article 10-7, 10-8 or 10-9, except for the cases under the
following item; provided, however, that the Termination Date for
compulsory retirement or the Compulsory Conversion Date for
compulsory conversion in such cases shall, notwithstanding the
provisions of Article 10-7, Paragraph 2, Item (1) or Article
10-9, Paragraph 2, Item (1), be the day preceding the day of
such listing or registration or any day prior to such preceding
day and determined by the Board of Directors of the Corporation
that resolves such compulsory retirement or conversion as such.
(2) With respect to the retirement of the shares
of Subsidiary Tracking Stock under the preceding paragraph, the
Corporation may, instead of making such retirement in accordance
with the provisions of Article 10-7 or 10-8, compulsorily retire
all the shares of the Subsidiary Tracking Stock on the day of
such listing or registration or on any day prior to such day of
listing or registration and determined by the Board of Directors
of the Corporation that resolves such retirement with the profit
distributable as dividends to the shareholders at the Standard
Market Price prescribed in Article 10-7, Paragraph 2, Item (2)
or compulsorily retire all the shares of the Subsidiary Tracking
Stock in accordance with the provisions of Article 375 and its
succeeding Articles of the Commercial Code concerning capital
reduction, by means of delivering for each share of Subsidiary
Tracking Stock the Subsidiary Shares in the number obtained by
multiplying one (1) by the Standard Ratio as of such day or
prescribed day. If there arise fractions less than one (1) share
in calculating the number of the Subsidiary Shares to be
delivered to the Shareholders of Subsidiary Tracking Stock, cash
adjustment therefor shall be made in the manner in accordance
with Article 220 of the Commercial Code.
After Amendment:
Article 10-11. (Compulsory Termination-Part 2)
1. [Not amended]
2. (1) The compulsory retirement or conversion of the
shares of Subsidiary Tracking Stock under the preceding
paragraph shall be made in accordance with the provisions of
Article 10-7, 10-8 or 10-9, except for the cases under the
following item; provided, however, that the Termination Date for
compulsory retirement or the Compulsory Conversion Date for
compulsory conversion in such cases shall, notwithstanding the
provisions of Article 10-7, Paragraph 2, Item (1) or Article
10-9, Paragraph 2, Item (1), be the day preceding the day of
such listing or registration or any day prior to such preceding
day and determined by the Board of Directors of the Corporation
or the Corporate Executive Officer to whom the determination has
been delegated by a resolution of the Board of Directors of the
Corporation that resolves such compulsory retirement or
conversion as such.
(2) With respect to the retirement of the shares of
Subsidiary Tracking Stock under the preceding paragraph, the
Corporation may, instead of making such retirement in accordance
with the provisions of Article 10-7 or 10-8, compulsorily retire
all the shares of the Subsidiary Tracking Stock on the day of
such listing or registration or on any day prior to such day of
listing or registration and determined by the Board of Directors
of the Corporation or the Corporate Executive Officer to whom
the determination has been delegated by a resolution of the
Board of Directors of the Corporation that resolves such
retirement with the profit distributable as dividends to the
shareholders at the Standard Market Price prescribed in Article
10-7, Paragraph 2, Item (2) or compulsorily retire all the
shares of the Subsidiary Tracking Stock in accordance with the
provisions of Article 375 and its succeeding Articles of the
Commercial Code concerning capital reduction, by means of
delivering for each share of Subsidiary Tracking Stock the
Subsidiary Shares in the number obtained by multiplying one (1)
by the Standard Ratio as of such day or prescribed day. If there
arise fractions less than one (1) share in calculating the
number of the Subsidiary Shares to be delivered to the
Shareholders of Subsidiary Tracking Stock, cash adjustment
therefor shall be made in the manner in accordance with Article
220 of the Commercial Code.
Article 10-12.
Reason for Amendment:
[Same as Article 10-7.]
Before Amendment:
Article 10-12. (Adjustment of Standard Ratio)
1. [Omitted]
2. In the event that any of the events listed in Items (i)
through (iii) below occurs, the Standard Ratio shall be
adjusted according to the following formula (hereinafter in
this paragraph referred to as the "Formula"). In calculating
the Standard Ratio After Adjustment according to the Formula,
the Standard Ratio After Adjustment shall be calculated to the
fourth decimal place and rounded to the nearest third decimal
place, with five ten-thousandths (5/10,000) being rounded
upwards. The method of determining the market price per share
of the Subsidiary Tracking Stock and the number of the shares
of Subsidiary Tracking Stock already issued, as used in the
following Formula, the time when the
Standard Ratio After Adjustment is applied and other details
shall be determined by the Board of Directors of the
Corporation.
Standard Ratio After Adjustment
A+ BxC
---------
---------
= Standard Ratio Before Adjustment x D
--------------
A+B
A = Number of the shares of Subsidiary Tracking Stock
already issued B = Number of the shares of Subsidiary
Tracking Stock newly issued C = Amount paid per share D
= Market price per share of the Subsidiary Tracking
Stock
(i) Issuance of the shares of Subsidiary Tracking Stock at a price less than the market price used in the
Formula;
(ii) Issuance of securities convertible into shares of
Subsidiary Tracking Stock at a price less than the market price
used in the Formula; or
(iii)Granting of the rights to subscribe for the shares
of Subsidiary Tracking Stock at a price less than the market
price used in the Formula, or issuance of securities
representing such rights.
3.In the event that any of the events listed in Items (i)
through (iii) below occurs, the Standard Ratio shall be
adjusted according to the following formula (hereinafter in
this paragraph referred to as the "Formula"). In calculating
the Standard Ratio After Adjustment according to the Formula,
the Standard Ratio After Adjustment shall be calculated to the
fourth decimal place and rounded to the nearest third decimal
place, with five ten-thousandths (5/10,000) being rounded
upwards. The method of determining the market price per share
of the Subsidiary Shares and the number of the Subsidiary
Shares already issued, as used in the following Formula, the
time when the Standard Ratio After Adjustment is applied and
other details shall be determined by the Board of Directors of
the Corporation.
Standard Ratio After Adjustment
= Standard Ratio Before Adjustment x A+B
-------------
-------------
A+ BxC
---------
---------
D
A = Number of the Subsidiary Shares already issued B =
Number of the Subsidiary Shares newly issued C = Amount
paid per share D = Market price per share of the
Subsidiary Shares
(i) Issuance of the Subsidiary Shares at a price less than the market price used in the Formula;
(ii) Issuance of securities convertible into the
Subsidiary Shares at a price less than the market price used in
the Formula; or
(iii)Granting of the rights to subscribe for the
Subsidiary Shares at a price less than the market price used in
the Formula, or issuance of securities representing such rights.
4. [Omitted]
5. If, other than the events set forth in Paragraphs 2
through 4 of this Article, any of the events prescribed in Items
(1) and (2) below occurs, the Corporation shall adjust the
Standard Ratio by the method determined as appropriate by the
Board of Directors of the Corporation:
(1) When it is necessary to adjust the Standard
Ratio due to reduction of capital of the Corporation or the
Subsidiary or a merger, consolidation, corporate split, share
exchange or share transfer by the Corporation or the Subsidiary;
or
(2) When it is necessary to adjust the Standard Ratio
due to the occurrence of an event, whereby the number of the
shares of Subsidiary Tracking Stock or the Subsidiary Shares is,
or is likely to be, changed.
After Amendment:
Article 10-12. (Adjustment of Standard Ratio)
1. [Not amended]
2. In the event that any of the events listed in Items
(i) through (iii) below occurs, the Standard Ratio shall be
adjusted according to the following formula (hereinafter in this
paragraph referred to as the "Formula"). In calculating the
Standard Ratio After Adjustment according to the Formula, the
Standard Ratio After Adjustment shall be calculated to the
fourth decimal place and rounded to the nearest third decimal
place, with five ten-thousandths (5/10,000) being rounded
upwards. The method of determining the market price per share of
the Subsidiary Tracking Stock and the number of the shares of
Subsidiary Tracking Stock already issued, as used in the
following Formula, the time when the Standard Ratio After
Adjustment is applied and other details shall be determined by
the Board of Directors of the Corporation or the Corporate
Executive Officer to whom the determination has been delegated
by a resolution of the Board of Directors of the Corporation.
Standard Ratio After Adjustment
A+ BxC
--------
--------
= Standard Ratio Before Adjustment x D
-------------
A+B
A = Number of the shares of Subsidiary Tracking Stock
already issued B = Number of the shares of Subsidiary
Tracking Stock newly issued C = Amount paid per share D
= Market price per share of the Subsidiary Tracking
Stock
(i) Issuance of the shares of Subsidiary Tracking Stock at a price less than the market price used in
the Formula;
(ii) Issuance of securities convertible into shares of
Subsidiary Tracking Stock at a price less than the market price
used in the Formula; or
(iii)Granting of the rights to subscribe for the shares
of Subsidiary Tracking Stock at a price less than the market
price used in the Formula, or issuance of securities
representing such rights.
3. In the event that any of the events listed in Items
(i) through (iii) below occurs, the Standard Ratio shall be
adjusted according to the following formula (hereinafter in this
paragraph referred to as the "Formula"). In calculating the
Standard Ratio After Adjustment according to the Formula, the
Standard Ratio After Adjustment shall be calculated to the
fourth decimal place and rounded to the
nearest third decimal place, with five ten-thousandths
(5/10,000) being rounded upwards. The method of determining the
market price per share of the Subsidiary Shares and the number
of the Subsidiary Shares already issued, as used in the
following Formula, the time when the Standard Ratio After
Adjustment is applied and other details shall be determined by
the Board of Directors of the Corporation or the Corporate
Executive Officer to whom the determination has been delegated
by a resolution of the Board of Directors of the Corporation.
Standard Ratio After Adjustment
= Standard Ratio Before Adjustment x A+B
-------------
-------------
A+ BxC
---------
---------
D
A = Number of the Subsidiary Shares already issued B =
Number of the Subsidiary Shares newly issued C = Amount
paid per share D = Market price per share of the
Subsidiary Shares
(i) Issuance of the Subsidiary Shares at a price less than the market price used in the Formula;
(ii) Issuance of securities convertible into the
Subsidiary Shares at a price less than the market price used in
the Formula; or
(iii)Granting of the rights to subscribe for the
Subsidiary Shares at a price less than the market price used in
the Formula, or issuance of securities representing such rights.
4. [Not amended]
5. If, other than the events set forth in Paragraphs 2
through 4 of this Article, any of the events prescribed in Items
(1) and (2) below occurs, the Corporation shall adjust the
Standard Ratio by the method determined as appropriate by the
Board of Directors of the Corporation or the Corporate Executive
Officer to whom the determination has been delegated by a
resolution of the Board of Directors of the Corporation:
(1) When it is necessary to adjust the Standard Ratio
due to reduction of capital of the Corporation or the Subsidiary
or a merger, consolidation, corporate split, share exchange or
share transfer by the Corporation or the Subsidiary; or
(2) When it is necessary to adjust the Standard Ratio
due to the occurrence of an event, whereby the number of the
shares of Subsidiary Tracking Stock or the Subsidiary Shares is,
or is likely to be, changed.
Article 11.
Reason for Amendment:
This Article be amended so that a general meeting of
shareholders may be convened in the City of Yokohama in Kanagawa
Prefecture, in addition to any of the Wards of Tokyo.
Before Amendment:
Article 11. (Convocation)
The ordinary general meeting of shareholders shall be
convened within three months after April 1 of each year, and an
extraordinary general meeting of shareholders may be convened
whenever necessary, in any of the Wards of Tokyo in accordance
with a resolution of the Board of Directors.
After Amendment:
Article 11. (Convocation)
The ordinary general meeting of shareholders shall be
convened within three months after April 1 of each year, and an
extraordinary general meeting of shareholders may be convened
whenever necessary, in any of the Wards of Tokyo or in the City
of Yokohama in Kanagawa Prefecture in accordance with a
resolution of the Board of Directors.
Article 12.
Reason for Amendment:
This Article be amended so that a Corporate Executive
Officer shall convene the general meetings of shareholders and
act as chairman thereof, as a result of adopting the system of
corporations having committees under the Audit Special
Exceptions Law.
Before Amendment:
Article 12. (Chairman)
The Director previously determined by a resolution of the
Board of Directors shall act as the chairman of general meetings
of shareholders. When such Director is unable to act, another
Director, who shall be decided in accordance with an order of
priority previously determined by a resolution of the Board of
Directors, shall act as the chairman.
After Amendment:
Article 12. (Convocation of Meetings and Chairman)
---------------------------
The Corporate Executive Officer previously determined by a
resolution of the Board of Directors shall convene the general
meetings of shareholders and act as the chairman thereof. When
such Corporate Executive Officer is unable to act, another
Corporate Executive Officer, who shall be decided in accordance
with an order of priority previously determined by a resolution
of the Board of Directors, shall convene such general meetings
and act as the chairman thereof.
Article 13.
Reason for Amendment:
This Article be amended so that the quorum necessary to
constitute a special resolution of a general meeting of
shareholders shall be not less than one-third of the votes of
all shareholders.
Before Amendment:
Article 13. (Method of Adopting Resolutions)
1. Except as otherwise provided by law or by these
Articles of Incorporation, all resolutions of a general meeting
of shareholders shall be adopted by a majority of votes held by
the attending shareholders.
2. [New Article]
After Amendment:
Article 13. (Method of Adopting Resolutions)
1. [Not amended]
2. Resolutions to be adopted pursuant to Article 343 of the
Commercial Code may be adopted by not less than two-thirds of
the votes held by the attending shareholders who hold not less
than one-third of the votes of all shareholders.
Article 16.
Reason for Amendment:
This Article be amended so that a Corporate Executive
Officer shall inscribe his or her name and affix his or her seal
or put his or her electronic signature on the minutes of a
general meeting of shareholders as a result of adopting the
system of corporations having committees under the Audit Special
Exceptions Law.
Before Amendment:
Article 16. (Minutes)
The substance of the proceedings at a general meeting of
shareholders and the results thereof shall be recorded in the
minutes, and the chairman and other Directors present shall
inscribe their names and affix their seals thereon or put their
electronic signature thereon.
After Amendment:
Article 16. (Minutes)
The substance of the proceedings at a general meeting of
shareholders and the results thereof shall be recorded in the
minutes, and the chairman, other Directors and Corporate
Executive Officers present shall inscribe their names and affix
their seals thereon or put their electronic signature thereon.
CHAPTER IV
Reason for Amendment:
This Chapter be amended to set out provisions concerning
Committees as a result of adopting the system of corporations
having committees under the Audit Special Exceptions Law.
Before Amendment:
CHAPTER IV
DIRECTORS AND BOARD OF DIRECTORS
---
After Amendment:
CHAPTER IV
DIRECTORS, BOARD OF DIRECTORS AND COMMITTEES
-- --------------
Article 18.
This Article be amended to modify some of the
relevant descriptions only in Japanese. No modification of
English translation of this Article is necessary.
Deletion of present Article 19.
Reason for Amendment:
This Article be deleted as a result of adopting the system
of corporations having committees under the Audit Special
Exceptions Law.
Before Amendment:
Article 19. (Representative Directors)
One or more Directors who shall represent the Corporation
shall be appointed by a resolution of the Board of Directors.
After Amendment:
[Deleted entirely]
New Article 19.
Reason for Amendment:
This Article be amended to set out, as in the present
Articles of Incorporation, provisions concerning the limitation
of liabilities of Directors and the liability limitation
agreement with outside Directors and to modify the references to
applicable law presently quoted in such provisions as a result
of adopting the system of corporations having committees under
the Audit Special Exceptions Law. In addition, this Article be
amended to be renumbered upwards following the deletion of
certain Articles.
Before Amendment:
Article 20. (Limitation of Liabilities of Directors and Liability Limitation Agreement with Outside
Directors)
--
1. The Corporation may, by a resolution of the Board of
Directors, exempt Directors from their liabilities arising in
connection with the actions provided for in Article 266,
Paragraph 1, Item 5 of the Commercial Code to the extent
permitted by law.
2. The Corporation may enter into a liability limitation
agreement with outside Directors which limits the maximum amount
of their liabilities arising in connection with the actions
provided for in Article 266, Paragraph 1, Item 5 of the
Commercial Code to the higher of either thirty million yen
(30,000,000 yen) or an aggregate sum of the amounts prescribed
in each item of Article 266, Paragraph 19 of of the Commercial
Code.
After Amendment:
Article 19. (Limitation of Liabilities of Directors and Liability Limitation Agreement with Outside
Directors)
--
1. The Corporation may, by a resolution of the Board of
Directors, exempt Directors from their liabilities provided for
in Article 21-17, Paragraph 1 of the Audit Special Exceptions
Law to the extent permitted by law.
2. The Corporation may enter into a liability limitation
agreement with outside Directors which limits the maximum amount
of their liabilities provided for in Article 21-17, Paragraph 1
of the Audit Special Exceptions Law to the higher of either
thirty million yen (30,000,000 yen) or an aggregate sum of the
amounts prescribed in each item of Article 266, Paragraph 19 of
the Commercial Code that shall be applied mutatis mutandis to
the case by application of Article 21-17, Paragraph 5 of the
Audit Special Exceptions Law.
New Article 20.
Reason for Amendment:
This Article be amended to make necessary changes to the
provision concerning power and authority of the Board of
Directors of the Corporation as a result of adopting the system
of corporations having committees under the Audit Special
Exceptions Law. In addition, this Article be amended to be
renumbered upwards following the deletion of certain Articles.
Before Amendment:
Article 21. (Board of Directors)
--
1. The Directors of the Corporation shall constitute the Board of Directors.
2. The Board of Directors shall make decisions concerning
the affairs of the Corporation as provided by law and by these
Articles of Incorporation, as well as all other important
affairs of the Corporation.
After Amendment:
Article 20. (Board of Directors)
1. [Not amended]
2. The Board of Directors shall make decisions concerning the
affairs of the Corporation as provided by law and by these
Articles of Incorporation, as well as all other important
affairs of the Corporation, and supervise the performance of
the duties of the Directors and Corporate Executive Officers.
New Article 21.
Reason for Amendment:
This Article be amended to change the frequency of meetings of
the Board of Directors of the Corporation from "once a month,
as a general rule" to "at least once every three months." In
Addition, this Article be amended to be renumbered upwards
following the deletion of certain Articles.
Before Amendment:
Article 22. (Holding of Meetings of the Board of Directors)
Meetings of the Board of Directors shall be either of
ordinary or extraordinary meetings. Ordinary meetings of the
Board of Directors shall be held once a month, as a general
rule, while extraordinary meetings of the Board of Directors
shall be held whenever necessary.
After Amendment:
Article 21. (Holding of Meetings of the Board of Directors)
Meetings of the Board of Directors shall be either of
ordinary or extraordinary meetings. Ordinary meetings of the
Board of Directors shall be held at least once every three
months, while extraordinary meetings of the Board of Directors
shall be held whenever necessary.
New Article 22.
Reason for Amendment:
This Article be amended to delete the term "Statutory
Auditor" as a result of adopting the system of corporations
having committees under the Audit Special Exceptions Law. In
addition, this Article be amended to be renumbered upwards
following the deletion of certain Articles.
Before Amendment:
Article 23. (Notice of Convocation of the Board of Directors)
Notice of a meeting of the Board of Directors, giving the
date, location and agenda, shall be sent to each Director and
Statutory Auditor at least five days prior to the meeting;
provided, however, that in case of urgency, such period may be
shortened.
After Amendment:
Article 22. (Notice of Convocation of the Board of Directors)
Notice of a meeting of the Board of Directors, giving the
date, location and agenda, shall be sent to each Director at
least five days prior to the meeting; provided, however, that in
case of urgency, such period may be shortened.
New Article 23.
Reason for Amendment:
This Article be amended to be renumbered upwards following the
deletion of certain Articles.
Before Amendment:
Article 24.
[Omitted]
After Amendment:
Article 23.
[Not amended]
New Article 24.
Reason for Amendment:
This Article be amended to delete the term "Statutory
Auditor" as a result of adopting the system of corporations
having committees under the Audit Special Exceptions Law. In
addition, this Article be amended to be renumbered upwards
following the deletion of certain Articles.
Before Amendment:
Article 25. (Minutes of the Board of Directors)
The substance of proceedings of a meeting of the Board of
Directors and the results thereof shall be recorded in the
minutes, and the attending Directors and Statutory Auditors
shall inscribe their names and affix their seals thereon or put
their electronic signatures thereon.
After Amendment:
Article 24. (Minutes of the Board of Directors)
The substance of proceedings of a meeting of the Board of
Directors and the results thereof shall be recorded in the
minutes, and the attending Directors shall inscribe their names
and affix their seals thereon or put their electronic signatures
thereon.
Deletion of present CHAPTER V
Reason for Amendment:
This Chapter be deleted to delete provisions concerning
Statutory Auditors and Board of Statutory Auditors as a result
of adopting the system of corporations having committees under
the Audit Special Exceptions Law.
Before Amendment:
CHAPTER V
STATUTORY AUDITORS AND BOARD OF STATUTORY AUDITORS
After Amendment:
[Deleted entirely]
Deletion of present Article 26.
Reason for Amendment:
[Same as CHAPTER V]
Before Amendment:
Article 26. (Election of Statutory Auditors)
1. Statutory Auditors shall be elected at the general meetings of shareholders.
2. In order to adopt a resolution for the election of Statutory
Auditors, the attendance of shareholders holding not less than
one-third of the voting rights of the total shareholders shall be
required.
After Amendment:
[Deleted entirely]
Deletion of present Article 27.
Reason for Amendment:
[Same as CHAPTER V]
Before Amendment:
Article 27. (Term of Office of Statutory Auditors)
1. The term of office of a Statutory Auditor shall expire at the
conclusion of the ordinary general meeting of shareholders held with
respect to the last closing of accounts within four (4) years after
his or her assumption of office.
2. The term of office of a Statutory Auditor elected to fill a vacancy
shall be the same as the remaining term of office of his or her
predecessor.
After Amendment: [Deleted entirely]
Deletion of present Article 28.
Reason for Amendment:
[Same as CHAPTER V]
Before Amendment:
Article 28. (Limitation of Liabilities of Statutory Auditors)
The Corporation may, by a resolution of the Board of Directors, exempt
Statutory Auditors from their liabilities to the extent permitted by
law.
After Amendment:
[Deleted entirely]
Deletion of present Article 29.
Reason for Amendment:
[Same as CHAPTER V]
Before Amendment:
Article 29. (Board of Statutory Auditors)
1. All Statutory Auditors of the Corporation shall constitute the
Board of Statutory Auditors.
2. The Board of Statutory Auditors shall make decisions concerning the
affairs of the Corporation as provided by law, as well as all other
affairs concerning the execution by Statutory Auditors of their
duties; however, the Board of Statutory Auditors shall not interfere
with the execution by Statutory Auditors of their duties.
After Amendment:
[Deleted entirely]
Deletion of present Article 30.
Reason for Amendment:
[Same as CHAPTER V]
Before Amendment:
Article 30. (Notice of Convocation of the Board of Statutory Auditors)
Notice of a meeting of the Board of Statutory Auditors, giving the
date, location and agenda, shall be sent to each Statutory Auditor at
least five days prior to the meeting; provided, however, that in case
of urgency, such period may be shortened.
After Amendment: [Deleted entirely]
Deletion of present Article 31.
Reason for Amendment:
[Same as CHAPTER V]
Before Amendment:
Article 31. (Method of Adopting Resolutions of the Board of Statutory
Auditors)
Resolutions of the Board of Statutory Auditors shall be adopted by a
majority of the Statutory Auditors except as otherwise provided by
law.
After Amendment:
[Deleted entirely]
Deletion of present Article 32.
Reason for Amendment:
[Same as CHAPTER V]
Before Amendment:
Article 32. (Minutes of the Board of Statutory Auditors)
The substance of proceedings of a meeting of the Board of Statutory
Auditors and the results thereof shall be recorded in the minutes, and
the attending Statutory Auditors shall inscribe their names and affix
their seals thereon or put their electronic signatures thereon.
After Amendment:
[Deleted entirely]
New Article 25.
Reason for Amendment:
This Article be added to set forth a provision concerning the power
and authority of Committees as a result of adopting the system of
corporations having committees under the Audit Special Exceptions Law.
Before Amendment:
[New Article]
After Amendment:
Article 25. (Nominating Committee, Audit Committee and Compensation
Committee)
Each of the Nominating Committee, the Audit Committee and the
Compensation Committee shall make decisions on the matters prescribed
by law, and respectively shall exercise their power and authority
which are required in performing their respective business.
New Article 26.
Reason for Amendment:
This Article be added to set forth a provision concerning Directors
organizing each Committee as a result of adopting the system of
corporations having committees under the Audit Special Exceptions Law.
Before Amendment:
[New Article]
After Amendment:
Article 26. (Organization of Each Committee)
1. Each Committee shall consist of three (3) or more Directors, a
majority of whom shall be outside Directors not being in office as
Corporate Executive Officers; provided, however, that a Director who
is a member of the Audit Committee shall not concurrently be in office
as a Corporate Executive Officer, general manager (shihainin) or any
other employee of the Corporation or its subsidiary, or a Director who
operates the business of such subsidiary.
2. Directors who are to be members of any Committee shall be
determined by a resolution of the Board of Directors.
NEW CHAPTER V
Reason for Amendment:
This Chapter be added to establish a chapter concerning
Corporate Executive Officers as a result of adopting the system
of corporations having committees under the Audit Special
Exceptions Law.
Before Amendment:
[New Chapter]
After Amendment:
CHAPTER V
CORPORATE EXECUTIVE OFFICERS
New Article 27.
Reason for Amendment:
This Article be added to set forth a provision concerning
an election of Corporate Executive Officers as a result of
adopting the system of corporations having committees under the
Audit Special Exceptions Law.
Before Amendment:
[New Article]
After Amendment:
Article 27. (Election of Corporate Executive Officers)
Corporate Executive Officers shall be appointed by a resolution of the Board of Directors.
New Article 28.
Reason for Amendment:
This Article be added to set forth a provision concerning
the term of office of Corporate Executive Officers as a result
of adopting the system of corporations having committees under
the Audit Special Exceptions Law.
Before Amendment:
[New Article]
After Amendment:
Article 28. (Term of Office of Corporate Executive Officers)
1. The term of office of a Corporate Executive Officer shall expire at
the conclusion of the first meeting of the Board of Directors held
immediately after the conclusion of the ordinary general meeting of
shareholders held with respect to the last closing of accounts within
one year after his or her assumption of office.
2. The term of office of a Corporate Executive Officer
elected to fill a vacancy or to increase the number of Corporate
Executive Officers shall be the same as the remaining term of
office of the other Corporate Executive Officers then in office.
New Article 29.
Reason for Amendment:
This Article be added to set forth a provision concerning
an election of Representative Corporate Executive Officers as a
result of adopting the system of corporations having committees
under the Audit Special Exceptions Law.
Before Amendment:
[New Article]
After Amendment:
Article 29. (Representative Corporate Executive Officers)
Corporate Executive Officers who shall represent the
Corporation shall be appointed by a resolution of the Board of
Directors.
New Article 30.
Reason for Amendment:
This Article be added to set forth the provision to exempt
Corporate Executive Officers from their liabilities to the
extent permitted by the Audit Special Exceptions Law in order
for Corporate Executive Officers to execute their expected
duties appropriately, as a result of adopting the system of
corporations having committees under the Audit Special
Exceptions Law.
Before Amendment:
[New Article]
After Amendment:
Article 30. (Limitation of Liabilities of Corporate Executive Officers)
The Corporation may, by a resolution of the Board of
Directors, exempt Corporate Executive Officers from their
liabilities provided for in Article 21-17, Paragraph 1 of the
Audit Special Exceptions Law to the extent permitted by law.
New Article 31., Article 32. and Article 33.
Reason for Amendment:
This Article be amended to be renumbered upwards following the deletion
of certain Articles.
Before Amendment:
Article 33., Article 34. and Article 35.
[Omitted]
After Amendment:
Article 31., Article 32. and Article 33.
[Not amended]
New Article 34.
Reason for Amendment:
This Article be amended to extend the expiration period of
dividends and cash distributions to five years taking an
opportunity of the establishment of the auction system of shares
owned by shareholders whose residence has been unknown. In
addition, this Article be amended to be renumbered upwards
following the deletion of certain Articles.
Before Amendment:
Article 36. (Expiration Period)
In case a dividend, or a cash distribution pursuant to
the provisions of the preceding Article, shall not be received
within three (3) years after the due date of each payment, the
Corporation shall be relieved of the obligation for the payment
thereof. Dividends and cash distributions pursuant to the
preceding Article shall bear no interest.
After Amendment:
Article 34. (Expiration Period)
In case a dividend, or a cash distribution pursuant to
the provisions of the preceding Article, shall not be received
within five (5) years after the due date of each payment, the
Corporation shall be relieved of the obligation for the payment
thereof. Dividends and cash distributions pursuant to the
preceding Article shall bear no interest.
New Article 35.
Reason for Amendment:
This Article be amended to renumber upwards the presently
quoted Articles following the deletion of certain Articles. In
addition, this Article be amended to be renumbered upwards
following the deletion of certain Articles.
Before Amendment:
Article 37. (Conversion of Convertible Debentures and Dividends)
1. [Omitted]
2. For purposes of applying the preceding paragraph,
each cash distribution pursuant to Article 35 above shall be
deemed a dividend, and the periods from April 1 to September 30
of the same year, and from October 1 to March 31 of the next
following year, shall be deemed business years, respectively.
After Amendment:
Article 35. (Conversion of Convertible Debentures and Dividends)
1. [Not amended]
2. For purposes of applying the preceding paragraph,
each cash distribution pursuant to Article 33 above shall be
deemed a dividend, and the periods from April 1 to September 30
of the same year, and from October 1 to March 31 of the next
following year, shall be deemed business years, respectively.
New Article 35-2.
Reason for Amendment:
[Same as new Article 35.]
Before Amendment:
Article 37-2. (Compulsory Conversion of Shares of Subsidiary Tracking Stock and Dividends)
1. [Omitted]
2. The provisions of Article 37, Paragraph 2 shall be
applied mutatis mutandis to the case set forth in the preceding
paragraph.
After Amendment:
Article 35-2. (Compulsory Conversion of Shares of Subsidiary Tracking Stock and Dividends)
1. [Not amended]
2. The provisions of Article 35, Paragraph 2 shall be
applied mutatis mutandis to the case set forth in the preceding
paragraph.
New Article 36.
Reason for Amendment:
This Article be amended to be renumbered upwards following
the deletion of certain Articles.
Before Amendment:
Article 38.
[Omitted]
After Amendment:
Article 36.
[Not amended]
New Article 37.
Reason for Amendment:
This Article be added to make effective present Article 20,
Paragraph 1 and present Article 28 even though the former
Article be amended and the latter Article be deleted as a result
of adopting the system of corporations having committees under
the Audit Special Exceptions Law.
Before Amendment:
[New article]
After Amendment:
Article 37. (Limitation of Liabilities of Directors and
Statutory Auditors prior to the Corporation becoming a Corporation
Having Committees) 1. The Corporation may, by a resolution of the
Board of Directors, exempt Directors from their liabilities arising in
connection with the actions provided for in Article 266, Paragraph 1,
Item 5 of the Commercial Code that occurred prior to the close of the
86th ordinary general meeting of shareholders to the extent permitted
by law.
2. The Corporation may, by a resolution of the Board of
Directors, exempt Statutory Auditors from their liabilities
arising prior to the close of the 86th ordinary general meeting
of shareholders to the extent permitted by law.
Deletion of Addendum
Reason for Amendment:
This Addendum be deleted to delete the addendum concerning
the interim measures regarding the term of office of Statutory
Auditors as a result of adopting the system of corporations
having committees under the Audit Special Exceptions Law.
Before Amendment:
`Addendum'
The provision of Paragraph 1 of Article 27 (Term of Office
of Statutory Auditors) shall become applicable to Statutory
Auditors elected at the ordinary general meeting of shareholders
with respect to the first closing of accounts held on and after
May 1, 2002 and with respect to the Statutory Auditors in office
before such general meeting, the language "within four (4) years
after his or her assumption of office" shall be read as "within
three (3) years after his or her assumption of office". In
addition, this addendum shall be automatically deleted when all
the Statutory Auditors in office before the conclusion of such
said general meeting resign.
After Amendment:
[Deleted entirely]
4. To elect 17 Directors.
The term of office of all 10 Directors will expire at the conclusion
of the Meeting. The Corporation proposes to increase the number of
Directors by 7, of which 6 will be outside Directors, in order to
constitute certain Committees under the system of corporations having
committees under the Audit Special Exceptions Law. Accordingly, the
election of the following 17 Directors is proposed.
The candidates for Directors are as follows:
(1) Nobuyuki Idei Date of Birth: November 22, 1937
Director since: 1989
Current Position: Representative Director (Chairman and Group CEO)
(2) Kunitake Ando Date of Birth: January 1, 1942
Director since: 2000
Current Position: Representative Director (President and Group COO)
(3) Teruhisa Tokunaka Date of Birth: August 9, 1945
Director since: 1999
Current Position: Representative Director (Executive Deputy President and
Group CSO)
(4) Minoru Morio Date of Birth: May 20, 1939
Director since: 1988
Current Position: Director (Vice Chairman, Sony Group East Asia
Representative and Group CPO)
(5) Teruo Masaki Date of Birth: August 7, 1943
Director since: 1999
Current Position: Director (Corporate Senior Executive Vice President,
Group General Counsel and Officer in charge of
Compliance)
(6) Howard Stringer Date of Birth: February 19, 1942
Director since: 1999
Current Position: Director (Vice Chairman, Sony Group Americas
Representative and Officer in charge of Entertainment
Business Group)
(7) Ken Kutaragi Date of Birth: August 2, 1950
Director since: 2000
Current Position: Director (Executive Deputy President, Officer in charge
of Game Business Group and Broadband Network
Company, President and CEO of Sony Computer
Entertainment Inc., and Chairman of Sony Computer
Entertainment America Inc.)
(8) Goran Lindahl Date of Birth: April 28, 1945
Director since: 2001
Current Position: Director (Sony Group Europe Representative)
(9) Akihisa Ohnishi Date of Birth: March 10, 1937
Director since: New Director candidate
Current Position: Standing Statutory Auditor
(10) Iwao Nakatani Date of Birth: January 22, 1942
Director since: 1999
Current Position: Director
Other Principal
Directorship: Director of Research, UFJ Institute Ltd., and President of
TAMA University
(11) Akishige Okada Date of Birth: April 9, 1938
Director since: 2002
Current Position: Director
Other Principal
Directorship: Chairman of the Board of Sumitomo Mitsui Financial
Group, Inc., and Chairman of the Board of Sumitomo
Mitsui Banking Corporation
(12) Hirobumi Kawano Date of Birth: January 1, 1946
Director since: New Director candidate
Principal
Directorship: Former Director-General of Agency for
Natural Resources and Energy, Ministry of Economy,
Trade and Industry
(13) Yotaro Kobayashi Date of Birth: April 25, 1933
Director since: New Director candidate
Principal
Directorship: Chairman of the Board of Fuji Xerox Co., Ltd.
(14) Carlos Ghosn Date of Birth: March 9, 1954
Director since: New Director candidate
Principal
Directorship: President and CEO of Nissan Motor Co., Ltd.
(15) Sakie T. Fukushima Date of Birth: September 10, 1949
Director since: New Director candidate
Principal
Directorship: Regional Managing Director-Japan,
Korn/Ferry International
(16) Yoshihiko Miyauchi Date of Birth: September 13, 1935
Director since: New Director candidate
Principal
Directorship: Chairman and CEO of ORIX Corporation
(17) Yoshiaki Yamauchi Date of Birth: June 30, 1937
Director since: New Director candidate
Principal
Directorship: Director of Sumitomo Mitsui Financial Group, Inc.
NOTES: 1. Mr. Iwao Nakatani, Mr. Akishige Okada, Mr. Hirobumi Kawano, Mr. Yotaro Kobayashi, Mr. Carlos
Ghosn, Ms. Sakie T. Fukushima, Mr. Yoshihiko Miyauchi and Mr. Yoshiaki Yamauchi are
eligible to become outside Directors prescribed by Article 188, Paragraph 2, Item 7-2
of the Commercial Code.
2. The Corporation has entered into certain business transactions with Sony Computer
Entertainment Inc. including the receipt of patent license fees and sale and purchase
of products.
3. The Corporation has entered into certain business transactions with Sony Computer
Entertainment America Inc. including the provision of certain services.
4. The Corporation has entered into numerous banking transactions with Sumitomo Mitsui
Banking Corporation.
5. The Corporation has entered into certain business transactions with Fuji Xerox Co.,
Ltd. including the lease and maintenance service of copy machine.
5. To grant retirement allowances to a retired Director and retiring Statutory Auditors.
It is proposed that, in order to reward Mr. Norio Ohga, a
past Director of the Corporation, who resigned on January 29,
2003, Mr. Akihisa Ohnishi and Mr. Takafumi Abe, each a Statutory
Auditor of the Corporation, who will retire at the conclusion of
the Meeting due to the expiration of the term of their
respective offices, and Mr. Tadasu Kawai and Mr. Masasuke
Ohmori, each a Statutory Auditor of the Corporation, who will
retire at the conclusion of the Meeting due to the adoption of
the system of corporations having committees under the Audit
Special Exceptions Law, for their services while in office,
retirement allowances be granted in the amounts of 1.6 billion
for the retired Director and 89.9 million for the retiring
Statutory Auditors as a group. These retirement allowances are
in accordance with the Corporation's standards. It is also
proposed that the decision for determining the specific amount
of the retirement allowances for each of the retiring Statutory
Auditors be entrusted to the Compensation Committee, which will
be constituted by a resolution of the Board of Directors of the
Corporation to be held immediately after the Meeting.
6. To issue Common Stock Acquisition Rights for the purpose of granting stock options.
It is proposed that the Corporation will issue rights to
subscribe for or purchase shares of Common Stock to Directors,
Corporate Executive Officers and employees of the Corporation
and its subsidiaries without any consideration therefor pursuant
to the provisions of Articles 280-20 and 280-21 of the
Commercial Code upon the terms outlined below for the purposes
of giving Directors, Corporate Executive Officers and employees
of the Corporation and its subsidiaries an incentive to
contribute towards the improvement of the business performance
of the Corporation and its group companies (the "Group") and
thereby improving such business performance of the Group, by
making the economic interest which such Directors or Corporate
Executive Officers or employees will receive correspond to the
business performance of the Corporation.
(1) Persons to Whom Common Stock Acquisition Rights Will be Allocated
Directors, Corporate Executive Officers and employees of
the Corporation and its subsidiaries.
(2) Class and Number of Shares to be Issued or Transferred upon Exercise of Common Stock Acquisition Rights
Not exceeding 2,750,000 shares of Common Stock.
Provided, however, that if the number of shares to be
issued or transferred upon exercise of each Common Stock
Acquisition Right is adjusted in accordance with (3) below,
such number of shares to be issued or transferred shall be
adjusted to the number obtained by multiplying the number
of shares after adjustment by the total number of Common
Stock Acquisition Rights to be issued.
(3) Total Number of Common Stock Acquisition Rights to be Issued
Not exceeding 27,500.
The number of shares to be issued or transferred upon
exercise of each Common Stock Acquisition Right shall be
100.
Provided, however, that if the Corporation splits or
consolidates its Common Stock, the number of shares to be
issued or transferred upon exercise of each Common Stock
Acquisition Right shall be adjusted according to the
following formula.
Number of shares = Number of shares x Ratio of split
after adjustment before adjustment or consolidation
The adjustment above shall be made only to those remain
unexercised at the relevant time. If any fraction less than
one (1) share arises as a result of such adjustment, such
fraction shall be discarded.
(4) Issue Price of Common Stock Acquisition Rights
No consideration shall be paid.
(5) Amount to be Paid In for Exercise of Common Stock Acquisition Rights
The amount to be paid in per share to be issued or
transferred upon exercise of each Common Stock Acquisition
Right (the "Exercise Price") shall be as follows.
(i) Common Stock Acquisition Rights with Exercise Price Denominated in Yen
The Exercise Price shall be the average of closing prices
(each "Closing Price") of Common Stock in the regular
trading thereof on the Tokyo Stock Exchange for ten (10)
consecutive trading days (excluding days on which there is
no Closing Price) immediately prior to the issue date of
such 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); provided,
however, that if such calculated price is lower than any of
(a) 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), (b) 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 (being the issue date of the Common 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 (c) the Closing Price on the issue
date of such 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 (a), (b) and (c) above.
(ii) Common Stock Acquisition Rights with Exercise Price Denominated
in U.S. Dollars
The Exercise Price shall be the U.S. dollar amount obtained
by dividing the average of Closing Prices for ten (10)
consecutive trading days (excluding days on which there is
no Closing Price) immediately prior to the issue date of
such Common Stock Acquisition Rights ("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 ("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 any of (a) 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 or (b) 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 (being the date one business day prior to
the issue date of the Common Stock Acquisition Rights) on
which the Corporation fixes the Exercise Price, the
Exercise Price shall be the U.S. dollar amount obtained by
dividing the highest price of (a) and (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).
(iii) Adjustment of Exercise Price
If the Corporation splits or consolidates its Common Stock
after the issue date of Common Stock Acquisition Rights,
the Exercise Price shall be adjusted according to the
following formula, and any fraction less than one (1) yen
or one (1) cent resulting from this adjustment shall be
rounded up to the nearest one (1) yen or one (1) cent.
Exercise Price = Exercise Price x 1
after adjustment before adjustment
-------- -------------------------------------
-------- -------------------------------------
Ratio of split or consolidation
In addition, in the case of a merger with any other
company, corporate split or capital reduction of the
Corporation, or in any other case similar thereto where an
adjustment of Exercise Price shall be required, in each
case after the issue date of Common Stock Acquisition
Rights, the Exercise Price shall be appropriately adjusted
to the extent reasonable.
(6) Exercise Period of Common Stock Acquisition Rights
The exercise period will be sometime within the period from
the issue date of Common Stock Acquisition Rights to the
day on which ten (10) years have passed from such issue
date, which will be determined by the Board of Directors of
the Corporation or the Corporate Executive Officer to whom
the determination has been delegated by a resolution of the
Board of Directors of the Corporation.
(7) Conditions for Exercise of Common Stock Acquisition Rights
(i) Each Common Stock Acquisition Right shall not be exercised in part.
(ii) Other conditions for exercise shall be determined by
the Board of Directors of the Corporation or the Corporate
Executive Officer to whom the determination has been
delegated by a resolution of the Board of Directors of the
Corporation.
(8) Cancellation of Common Stock Acquisition Rights
Not applicable.
(9) Restriction on Transfer of Common Stock Acquisition Rights
The transfer of Common Stock Acquisition Rights shall
require an approval of the Board of Directors.
[For Reference]
The Corporation issued Common Stock Acquisition Rights
for the purpose of granting stock options to Directors and
employees of the Corporation and its subsidiaries without any
consideration, pursuant to the approval of the ordinary general
meeting of shareholders held on June 20, 2002 as follows.
< The first series of Common Stock Acquisition Rights >
(1) Amount to be paid in per share for exercise of Common Stock Acquisition Rights: 5,396 yen
(2) Exercise period of Common Stock Acquisition Rights:
From and including December 9, 2003 to and including December 8, 2012.
(3) Directors to whom Common Stock Acquisition Rights were allocated:
----------------------------- ------------------------------------
Name Number of Common Stock
Acquisition Rights allocated
----------------------------- ------------------------------------
----------------------------- ------------------------------------
Norio Ohga 60
----------------------------- ------------------------------------
----------------------------- ------------------------------------
Nobuyuki Idei 1,400
----------------------------- ------------------------------------
----------------------------- ------------------------------------
Kunitake Ando 1,000
----------------------------- ------------------------------------
----------------------------- ------------------------------------
Teruhisa Tokunaka 240
----------------------------- ------------------------------------
----------------------------- ------------------------------------
Minoru Morio 182
----------------------------- ------------------------------------
----------------------------- ------------------------------------
Teruo Masaki 78
----------------------------- ------------------------------------
----------------------------- ------------------------------------
Ken Kutaragi 360
----------------------------- ------------------------------------
----------------------------- ------------------------------------
Iwao Nakatani 18
----------------------------- ------------------------------------
----------------------------- ------------------------------------
Goran Lindahl 18
----------------------------- ------------------------------------
NOTE: The number of shares to be issued upon exercise of each Stock Acquisition Right is 100.
< The third series of Common Stock Acquisition Rights >
(1) Amount to be paid in per share for exercise of Common Stock Acquisition Rights: 36.57 U.S. dollars
(2) Exercise period of Common Stock Acquisition Rights:
From and including April 1, 2003 to and including March 31, 2013.
(3) Directors to whom Common Stock Acquisition Rights were allocated:
----------------------------- ------------------------------------
Name Number of Common Stock
Acquisition Rights allocated
----------------------------- ------------------------------------
----------------------------- ------------------------------------
Howard Stringer 2,000
----------------------------- ------------------------------------
NOTE: The number of shares to be issued upon exercise of each Stock Acquisition Right is 100.
7. To issue Subsidiary Tracking Stock Acquisition Rights for the purpose of granting stock options.
It is proposed that the Corporation will issue rights to
subscribe for or purchase shares of Subsidiary Tracking Stock to
directors and employees of Sony Communication Network
Corporation ("SCN") without any consideration therefor pursuant
to the provisions of Articles 280-20 and 280-21 of the
Commercial Code upon the terms outlined below for the purposes
of giving directors and employees of SCN an incentive to
contribute towards the improvement of the business performance
of SCN and thereby improving such business performance of SCN,
by making the economic interest which such directors or
employees of SCN will receive correspond to the business
performance of SCN.
(1) Persons to Whom Subsidiary Tracking Stock Acquisition Rights Will be Allocated
Directors and employees of SCN.
(2) Class and Number of Shares to be Issued or Transferred upon Exercise of Subsidiary Tracking Stock
Acquisition Rights
(i) Class of Shares to be Issued or Transferred
Subsidiary Tracking Stock.
Provided, on and after the Compulsory Conversion Date (as
defined in Article 10-9 of the Articles of Incorporation,
the "Compulsory Conversion Date") for the compulsory
conversion (as defined in Article 10-9 of the Articles of
Incorporation, the "Compulsory Conversion") of Subsidiary
Tracking Stock into Common Stock, the class of shares to be
issued or transferred shall be Common Stock.
(ii) Number of Shares to be Issued or Transferred
Not exceeding 45,500 shares.
Provided, however, that if the number of shares to be
issued or transferred upon exercise of each Subsidiary
Tracking Stock Acquisition Right is adjusted in accordance
with (3) below, such number of shares to be issued or
transferred shall be adjusted to the number obtained by
multiplying the number of shares after adjustment by the
total number of Subsidiary Tracking Stock Acquisition
Rights to be issued.
(3) Total Number of Subsidiary Tracking Stock Acquisition Rights to be Issued
Not exceeding 455.
The number of shares to be issued or transferred upon
exercise of each Subsidiary Tracking Stock Acquisition
Right shall be 100.
Provided, however, that if adjustment of the Exercise Price
provided for in (5)(ii) below is made for any reason, the
number of shares to be issued or transferred upon exercise
of each Subsidiary Tracking Stock Acquisition Right shall
be appropriately adjusted so that the amount obtained by
multiplying the number of shares after adjustment by the
Exercise Price after adjustment shall be equal to the
amount obtained by multiplying the number of shares before
adjustment by the Exercise Price before adjustment.
The adjustment above shall be made only to those remain
unexercised at the relevant time. If any fraction less than
one (1) share arises as a result of such adjustment, such
fraction shall be discarded.
(4) Issue Price of Subsidiary Tracking Stock Acquisition Rights
No consideration shall be paid.
(5) Amount to be Paid In for Exercise of Subsidiary Tracking Stock Acquisition Rights
(i) The amount to be paid in per share to be issued or
transferred upon exercise of each Subsidiary Tracking Stock
Acquisition Right (the "Exercise Price") shall be the
average of closing prices (each "Closing Price") of
Subsidiary Tracking Stock in the regular trading thereof on
the Tokyo Stock Exchange for ten (10) consecutive trading
days (excluding days on which there is no Closing Price)
immediately prior to the issue date of such 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); provided,
however, that if such calculated price is lower than any of
(a) 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 (b) the Closing Price on the issue date of such
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 (a) and (b) above.
(ii) Adjustment of Exercise Price
[a] Adjustment due to events which become effective prior to the Compulsory Conversion Date
If the Corporation splits or consolidates its
Subsidiary Tracking Stock after the issue date of
Subsidiary Tracking Stock Acquisition Rights but prior
to the Compulsory Conversion Date (excluding such
date), the Exercise Price shall be adjusted according
to the following formula, and any fraction less than
one (1) yen resulting from this adjustment shall be
rounded up to the nearest one (1) yen.
Exercise Price = Exercise Price x 1
after adjustment before adjustment
---------------------------------------
---------------------------------------
Ratio of split or consolidation
[b] Adjustment due to events which become effective after the Compulsory Conversion Date
When the Compulsory Conversion is made, the Exercise
Price shall be appropriately adjusted in proportion to
the conversion ratio. In addition to the foregoing, any
adjustment of the Exercise Price after Compulsory
Conversion Date shall be made in the same manner as
described in [a] above with any necessary amendment.
[c] In addition, in the case of a merger with any other
company, corporate split or capital reduction of the
Corporation, or in any other case similar thereto where
an adjustment of Exercise Price shall be required, in
each case after the issue date of Subsidiary Tracking
Stock Acquisition Rights, the Exercise Price shall be
appropriately adjusted to the extent reasonable.
(6) Exercise Period of Subsidiary Tracking Stock Acquisition Rights
The exercise period will be sometime within the period from
the issue date of Subsidiary Tracking Stock Acquisition
Rights to the day on which ten (10) years have passed from
such issue date, which will be determined by the Board of
Directors of the Corporation or the Corporate Executive
Officer to whom the determination has been delegated by a
resolution of the Board of Directors of the Corporation.
Provided, however, that when the Compulsory Retirement of
Subsidiary Tracking Stock referred to in Articles 10-7 and
10-8 of the Articles of Incorporation is made, no
Subsidiary Tracking Stock Acquisition Right may be
exercised after the Termination Date for such Compulsory
Retirement.
(7) Conditions for Exercise of Subsidiary Tracking Stock Acquisition Rights
(i) Each Subsidiary Tracking Stock Acquisition Right shall not be exercised in part.
(ii) Other conditions for exercise shall be determined by
the Board of Directors of the Corporation or the Corporate
Executive Officer to whom the determination has been
delegated by a resolution of the Board of Directors of the
Corporation.
(8) Cancellation of Subsidiary Tracking Stock Acquisition Rights
Not applicable.
(9) Restriction on Transfer of Subsidiary Tracking Stock Acquisition Rights
The transfer of Subsidiary Tracking Stock Acquisition
Rights shall require an approval of the Board of Directors.
[For Reference]
The Corporation issued Subsidiary Tracking Stock
Acquisition Rights for the purpose of granting stock options to
directors and employees of SCN without any consideration,
pursuant to the approval of the ordinary general meeting of
shareholders held on June 20, 2002 as follows.
< The second series of Subsidiary Tracking Stock Acquisition Rights >
(1) Amount to be paid in per share for exercise of Subsidiary
Tracking Stock Acquisition Rights:
1,008 yen
(2) Exercise period of Subsidiary Tracking Stock Acquisition Rights:
From and including December 9, 2003 to and including
December 8, 2012.
(3) Directors of SCN to whom Subsidiary Tracking Stock
Acquisition Rights were allocated:
------------------------------- ------------------------------------
Name Number of Subsidiary Tracking
Stock Acquisition Rights allocated
------------------------------- ------------------------------------
------------------------------- ------------------------------------
Senji Yamamoto 203
------------------------------- ------------------------------------
------------------------------- ------------------------------------
Yukinao Kondo 82
------------------------------- ------------------------------------
------------------------------- ------------------------------------
Sadao Takigawa 50
------------------------------- ------------------------------------
NOTE: The number of shares to be issued upon exercise of each Stock Acquisition Right is 100.
< SHAREHOLDERS' PROPOSAL (PROPOSAL 8) >
Proposal 8 is proposed by 31 shareholders holding 555 voting rights.
8. To amend the Articles of Incorporation with respect to
disclosure to shareholders of remuneration and/or
retirement allowances, etc. paid, given or granted or to
be paid, given or granted to each Director and Statutory
Auditor.
(1) Proposal
It is proposed that the Corporation add the following two new
Articles to the Articles of Incorporation:
(i) With respect to the amount of remuneration and/or
bonuses paid during each fiscal year to the Directors and
Statutory Auditors, the amount paid to each Director and
Statutory Auditor shall be disclosed in the reference
documents attached to the convocation notice for the
ordinary general meeting of shareholders held with respect
to such fiscal year.
(ii) When the agendum for approval of the retirement
allowances to be paid to the Directors and Statutory
Auditors is to be proposed at a general meeting of
shareholders, the amount to be paid to each Director and
Statutory Auditor shall be specified in such agendum.
(2) Reason for Proposal
This proposal was proposed at the general meeting of
shareholders held last year and gained approval of
shareholders holding 27.2% of all voting shares voted at
the meeting. In the United States, it is said that a
corporation should make an allowance in any way for a
shareholders' proposal approved by shareholders holding
more than 10% of all voting shares voted at a shareholders'
meeting. A vote for the proposal of 27% suggests that
significant number of shareholders are willingly supporting
the proposal asking for the disclosure of amounts of
remuneration and retirement allowances, considering that
unmarked votes are treated as votes against the proposal.
The Board of Directors of the Corporation should not
disregard this point. This proposal is, therefore, proposed
again to ask the Board of Directors of the Corporation for
a sensible decision.
The Corporation has made and developed and engages in
business activities globally and has a high percentage of
its stockholding held by non-Japanese entities and
individual shareholders. By approving this proposal, the
Corporation would be one of pioneers among Japanese
corporations in disclosing to shareholders the amounts of
remuneration and retirement allowances paid to each
Director and Statutory Auditor. Such disclosure would have
the effect of improving the global reputation of the
Corporation as a business organization having a high-level
of transparency and information disclosure. The Corporation
would be seen as being responsive to the needs of its
shareholders. As a result of disclosing such information,
the corporate value of the Corporation is expected to
increase.
< Opinion of the Board of Directors of the Corporation>
The Board of Directors of the Corporation opposes the proposal.
With respect to the remuneration paid to the Directors and
Statutory Auditors, the Corporation has proposed at a
general meeting of shareholders the monthly aggregate
amount of remuneration paid to the Directors and Statutory
Auditors, respectively, and such proposal has been approved
by shareholders at such meeting (Please refer to Notes 3
and 4 of the table below). In addition, with respect to the
bonuses paid to the Directors, the aggregate amount of
bonuses has been specified in the proposal regarding
appropriation of non-consolidated net profit and such
proposal has been approved at a general meeting of
shareholders.
Retirement allowances to the Directors and Statutory
Auditors are to be paid in accordance with the
Corporation's rules regarding retirement allowances. The
aggregate amount of remuneration allowances for the
Directors and for the Statutory Auditors is disclosed
separately, and the determination of specific amounts of
the retirement allowances is delegated to (i) the Board of
Directors of the Corporation in the case of that for
retiring Directors and (ii) the discussion and agreement by
the Statutory Auditors in the case of that for retiring
Statutory Auditors, respectively, by the approval of the
shareholders at the general meeting of shareholders.
Under applicable laws, regulations and court precedents,
the procedures set forth above are lawful and appropriate.
Therefore, the Board of Directors of the Corporation does
not believe that it is necessary to adopt and set forth the
provisions of this proposal in the Articles of
Incorporation.
The Corporation believes that as a matter of disclosure to
shareholders it is more important to disclose the amount of
costs for executives borne by the Corporation than to
disclose how remuneration is distributed to each Director.
The aggregate amount of remuneration has been disclosed in
the convocation notice for the ordinary general meeting of
shareholders as provided in the table below, so that it can
be confirmed that these amounts paid to the Directors and
Statutory Auditors are within the amounts approved by a
resolution of the general meeting of shareholders.
Therefore, the Board of Directors of the Corporation
believes that such disclosure of remuneration is sufficient
for corporate governance purposes.
Furthermore, as a result of adopting the system of
corporations having committees under the Audit Special
Exceptions Law, amounts of remuneration (including
retirement allowances) for the Directors and Corporate
Executive Officers will be determined by the Compensation
Committee, a majority of which will consist of outside
Directors.
Amounts paid to Directors and Statutory Auditors (For the fiscal
year ended March 31, 2003)
-------------------- ----------------------------------- --------------------------------- ----------------------------------
Fixed Remuneration Bonus Retirement Allowances
-------------------- ----------------------------------- --------------------------------- ----------------------------------
-------------------- --------------- ------------------- --------------- ----------------- --------------- ------------------
Number of Amount Number of Amount Number of Amount
persons persons persons
-------------------- --------------- ------------------- --------------- ----------------- --------------- ------------------
-------------------- --------------- ------------------- --------------- ----------------- --------------- ------------------
Directors 13 (Y)737 million 5 (Y)90 million 2 (Y)3 million
(Note 1) (Note 3) (Note 5)
-------------------- --------------- ------------------- --------------- ----------------- --------------- ------------------
-------------------- --------------- ------------------- --------------- ----------------- --------------- ------------------
Statutory Auditors 5 (Y)104 million - - 1 (Y)17 million
(Note 2) (Note 4) (Note 6)
-------------------- --------------- ------------------- --------------- ----------------- --------------- ------------------
-------------------- --------------- ------------------- --------------- ----------------- --------------- ------------------
Total 18 (Y)841 million 5 (Y)90 million 3 (Y)21 million
-------------------- --------------- ------------------- --------------- ----------------- --------------- ------------------
NOTES: 1. This figure includes 2 Directors who retired on June 20, 2002 and 1 Director who retired
on January 29, 2003.
2. This figure includes 1 Statutory Auditor who retired on June 20, 2002.
3. The maximum amount of monthly
remuneration for Directors approved by
a resolution at the ordinary general
meeting of shareholders held in June
1991 is (Y)150 million.
4. The maximum amount of monthly
remuneration for Statutory Auditors
approved by a resolution at the
ordinary general meeting of
shareholders held in June 1994 is
Yen13 million.
5. This bonus was paid pursuant to the
approval of the appropriation of
non-consolidated net profit at the
ordinary general meeting of
shareholders held in June 2002.
6. The Corporation does not pay any bonuses to Statutory Auditors.
Dated: May 30, 2003
Short Name: SON
Category Code: NOA
Sequence Number: 00005334
Time of Receipt (offset from UTC): 20030602T095327+0100
--30--sm/uk*
CONTACT: Sony Corporation
KEYWORD: UNITED KINGDOM JAPAN INTERNATIONAL EUROPE ASIA PACFIC
INDUSTRY KEYWORD: COMPUTERS/ELECTRONICS
ELECTRONIC GAMES/MULTIMEDIA HARDWARE
SOURCE: Sony Corp.
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