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| The 87th Ordinary General Meeting of Shareholders |
| June 22, 2004 |
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Date : Tuesday, June 22, 2004
Start : 10:00 a.m. (on schedule)
Finish : 12:03 p.m.
Place : New Takanawa Prince Hotel
The number of shareholders in attendance: 5,803 |
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| Matters reported: |
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| The reports on the business report, non-consolidated balance sheet, statement of income and appropriation of non-consolidated retained earnings (on a parent company basis) for the fiscal year ended March 31, 2004 (from April 1, 2003 to March 31, 2004) were made 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"). |
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Matters acted upon:
< CORPORATION'S PROPOSALS (PROPOSALS 1 to 4) > |
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| 1. To amend a part of the Articles of Incorporation. |
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At the Meeting, the proposed partial amendments to the Articles of Incorporation were approved.
(1) Summary of Amendments
In order to enable the Corporation to purchase its own shares when necessary, a new provision was added whereby the Corporation may purchase its own shares by a resolution of its Board of Directors pursuant to the Commercial Code amended by the "Law Amending the Commercial Code and the Audit Special Exceptions Law" (Law No. 132 of 2003) which was enacted on September 25, 2003.
(2) The amended provision is set out below:
Article 5. (Type and Number of Shares, and Acquisition of Treasury Stock)
1. In addition to the shares of Common Stock, the Corporation may issue the shares of stock prescribed in Chapter II-2 (hereinafter referred to as the "shares of Subsidiary Tracking Stock").
2. The total number of shares authorized to be issued by the Corporation shall be three billion six hundred million (3,600,000,000), out of which three billion five hundred million (3,500,000,000) shares shall be the shares of Common Stock and one hundred million (100,000,000) shares shall be the shares of Subsidiary Tracking Stock; provided, however, that in the event that the shares of Common Stock are retired or the shares of Subsidiary Tracking Stock are either retired or converted into the shares of Common Stock, the respective numbers of shares so retired or converted shall be subtracted from the respective total numbers of shares authorized to be issued by the Corporation.
3. The Corporation may, by a resolution of the Board of Directors, purchase shares of the Corporation pursuant to Article 211-3, Paragraph 1, Item 2 of the Commercial Code. |
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| 2. To elect 16 Directors. |
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At the Meeting, as proposed, 16 Directors were elected. The names of the Directors are as follows.
Nobuyuki Idei
Kunitake Ando
Teruo Masaki
Howard Stringer
Ken Kutaragi
Teruhisa Tokunaka
Göran Lindahl
Akihisa Ohnishi
* Iwao Nakatani
* Akishige Okada
* Hirobumi Kawano
* Yotaro Kobayashi
* Carlos Ghosn
* Sakie T. Fukushima
* Yoshihiko Miyauchi
* Yoshiaki Yamauchi
*They are outside Directors prescribed by Article 188, Paragraph 2, Item 7-2 of the Commercial Code.
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| 3. To issue Stock Acquisition Rights for the shares of common stock of the Corporation for the purpose of granting stock options. |
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| At the Meeting, as proposed, it was approved that the Corporation will issue stock acquisition rights to subscribe for shares of Common Stock to Directors, Corporate Executive Officers and employees of the Corporation and its subsidiaries without any consideration for such rights pursuant to the provisions of Articles 280-20 and 280-21 of the Commercial Code. |
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| 4. To issue Stock Acquisition Rights for the shares of subsidiary tracking stock of the Corporation for the purpose of granting stock options. |
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| At the Meeting, as proposed, it was approved that the Corporation will issue stock acquisition rights to subscribe for shares of Subsidiary Tracking Stock to directors and employees of Sony Communication Network Corporation without any consideration for such rights pursuant to the provisions of Articles 280-20 and 280-21 of the Commercial Code. |
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| < SHAREHOLDERS' PROPOSAL (PROPOSAL 5) > |
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| 5. To amend the Articles of Incorporation with respect to disclosure to shareholders of remuneration and other amounts paid to each Director and Corporate Executive Officer.
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At the Meeting, this shareholders' proposal was rejected.
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