Extraordinary Report

June 24, 2014

 

 

(TRANSLATION)

 

 

 

 

Sony Corporation

 

Note for readers of this English translation On June 24, 2014, Sony Corporation (the “Corporation”) filed its Japanese-language Extraordinary Report (Rinji Houkokusho) (the “Report”) with the Director-General of the Kanto Financial Bureau in Japan in connection with the Corporation’s shareholders’ voting results for proposals acted upon at the 97th Ordinary General Meeting of Shareholders held on June 19, 2014 pursuant to the Financial Instruments and Exchange Act of Japan. This document is an English translation of the Report in its entirety.

  

 

1.

Reason for submitting the Extraordinary Report

Given that resolutions were made for the PROPOSALS TO BE ACTED UPON at the 97th Ordinary General Meeting of Shareholders held on June 19, 2014 (the “Meeting”), Sony Corporation (the “Corporation”) submits this Extraordinary Report under the provisions of Article 24-5, Paragraph 4, of the Financial Instruments and Exchange Act of Japan and Article 19, Paragraph 1 and Paragraph 2, Item 9-2, of the Cabinet Office Ordinance on Disclosure of Corporate Information, etc.

 

 

2.

Matters reported

(1) Date when the Meeting was held: June 19, 2014

 

(2) Proposals acted upon

Proposal 1: To elect 12 Directors.

Kazuo Hirai, Kenichiro Yoshida, Kanemitsu Anraku, Osamu Nagayama, Takaaki Nimura, Eikoh Harada, Joichi Ito, Tim Schaaff, Kazuo Matsunaga, Koichi Miyata, John V. Roos and Eriko Sakurai were elected as directors of the Corporation.

Proposal 2: To issue Stock Acquisition Rights for the purpose of granting stock options.

 

(3) Number of voting rights concerning the indication of “for,” “against” or “abstention” for each proposal; requirements for approving the proposals; and results of resolutions

 

1) Total number of voting rights

Number of shareholders with voting rights			640,585
Number of voting rights			10,412,555

 

 

2) The number of shareholders who have exercised their voting rights

Number of shareholders who have exercised their voting rights			164,957
(Number of shareholders present at the Meeting			4,662	)

Number of voting rights exercised			6,487,996 [Exercise Ratio 62.3%]
(Number of voting rights of the shareholders present at the Meeting
			135,971 [Exercise Ratio 1.3%])

 

(Voting right)

Proposal	For	Against	Abstention	Ratio of favorable votes	Results
Proposal 1
Kazuo Hirai	5,773,774	376,686	263,308	89%	Approved
Kenichiro Yoshida	6,019,469	130,992	263,308	93%	Approved
Kanemitsu Anraku	5,804,448	346,011	263,308	89%	Approved
Osamu Nagayama	5,805,644	344,815	263,308	89%	Approved
Takaaki Nimura	5,823,742	326,717	263,308	90%	Approved
Eikoh Harada	5,978,394	172,067	263,308	92%	Approved
Joichi Ito	5,972,421	178,038	263,308	92%	Approved
Tim Schaaff	5,955,284	195,176	263,308	92%	Approved
Kazuo Matsunaga	6,021,465	128,996	263,308	93%	Approved
Koichi Miyata	5,671,860	478,601	263,308	87%	Approved
John V. Roos	6,025,423	125,038	263,308	93%	Approved
Eriko Sakurai	6,024,405	126,056	263,308	93%	Approved
Proposal 2	6,064,627	335,084	19,035	93%	Approved

Notes:

1.

Requirements for the approval of each proposal are as follows:

1) The resolution for Proposal 1 shall be adopted by a simple majority of the voting rights held by the shareholders present and voting at the Meeting (including postal and electronic voting) in a vote of shareholders holding in aggregate one-third (1/3) or more of the total number of voting rights.

2) The resolution for Proposal 2 shall be adopted by a two-thirds (2/3) majority of the voting rights held by the shareholders present and voting at the Meeting (including postal and electronic voting) in a vote of shareholders holding in aggregate one-third (1/3) or more of the total number of voting rights.

2.

The “Ratio of favorable votes” was calculated by adding the number of voting rights held by the present and voting shareholders at the Meeting as the denominator.

 

(4) Reason why a portion of the voting rights held by the shareholders present at the Meeting

was not added to the number of voting rights:

The required majority approval for each proposal was met by aggregating the votes exercised

prior to the Meeting and votes of shareholders present at the Meeting of which the Corporation was able to confirm the indication as to each proposal. Therefore, of the voting rights held by shareholders present at the Meeting, the number of voting rights concerning the indication of “for,” “against” or “abstention” as to each proposal of which the Corporation was not able to verify was not tallied, except as explained in Note 2 to the table of 2.(3) 2) above.