Shareholder Handling Regulations – Sony

(TRANSLATION)SHARE HANDLING REGULATIONS SONY
CORPORATION

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(TRANSLATION)SHARE HANDLING REGULATIONS
OF
SONY CORPORATION
(Sony Kabushiki Kaisha)CHAPTER I GENERAL
PROVISIONS

Article 1.		(Purpose)

1. These Regulations established under the authority granted by the Articles
of Incorporation of the Corporation, as amended, as well as the rules
established by the Japan Securities Depository Center, Inc. (the “JASDEC”), a
book-entry transfer clearing institution, and by account management institutions
(each an “Account Management Institution”), such as securities companies at
which shareholders have their own transfer accounts, shall govern the business
pertaining to shares and stock acquisition rights of the Corporation. 2. In
addition to the provisions of the preceding paragraph, the rules established by
the trust bank designated by the Corporation as an account management
institution for the special account (tokubetsu koza) shall govern the
business pertaining to such special account opened under the agreement entered
into by and between the Corporation and such trust bank.

Article 2.		(Transfer Agent)

The Transfer Agent of the Corporation and its handling place shall be as
follows:

Transfer Agent:		Mitsubishi UFJ Trust and Banking Corporation
		4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo
Handling Place:		Mitsubishi UFJ Trust and Banking Corporation
		Corporate Agency Department
		4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo

Article 3.		(Account Management Institution for Special Account)

The Account Management Institution for the special account of the
Corporation shall be as follows:

Account Management Institution:		Mitsubishi UFJ Trust and Banking Corporation
		4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo

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CHAPTER II REGISTER OF SHAREHOLDERS

Article 4.		(Entry or Digital Entry in the Register of Shareholders)

1. The Corporation shall make an entry or a digital entry in the register of
shareholders in accordance with a notice given by the JASDEC concerning all
shareholders. 2. In the case where the Corporation receives a notice of change
in address of a person recorded, in writing or digitally, in the register of
shareholders (the “Shareholder”) or a notice of any other change of the matters
recorded in the register of shareholders, the Corporation shall change the entry
or the digital entry in the register of shareholders in accordance with such
notice. 3. In addition to the provisions of Paragraphs 1 and 2 of this Article,
in the case of issuance of new shares or in any other case provided by laws or
ordinances, an entry or a digital entry in the register of shareholders shall be
made without notice from the JASDEC.

Article 5.		(Characters and Symbols Used in the Register of Shareholders)

An entry or a digital entry in the register of shareholders shall be
made using the characters and/or symbols designated by the JASDEC.
CHAPTER III REQUESTS OR REPORTS

Article 6.		(Method of Making Requests and Reports)

Unless otherwise provided by these Regulations, all requests and reports
under these Regulations (collectively, the “Requests and Reports”) shall be made
through an Account Management Institution and the JASDEC pursuant to the rules
established by the JASDEC.

Article 7.		(Identification of Shareholders)

1. In the case where a Shareholder makes the Requests and Reports, such
Shareholder shall submit a document certifying that such Requests and Reports
are made by such Shareholder himself/herself (the “Identification Document”).
2. In the case where the Requests and Reports are made by a Shareholder to the
Corporation through an Account Management Institution and the JASDEC or an
Account Management Institution, such Requests and Reports shall be deemed to
have been made by such Shareholder himself/herself and the Identification
Document may not be required. 3. In the case where the Requests and Reports are
made by a proxy, in addition to the procedures referred to in Paragraphs 1 and 2
of this Article, a Shareholder shall submit a power of attorney on which his/her
printed name and seal are affixed or some other document certifying the
authority of such proxy. The name or the trade name, and the address of the

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proxy shall be described in the power of attorney; provided, however, that a
foreigner may substitute his/her signature for the printed name and seal.
4. The provisions of Paragraphs 1 and 2 of this Article shall apply
mutatis mutandis to the proxy.

Article 8.		(Name or Trade Name and Address of Shareholders)

A Shareholder shall report the name or the trade name, and the address
of such Shareholder. The same procedures shall be taken in case of any change
thereof.

Article 9.		(Address of Nonresident Shareholders)

A Shareholder who is not residing in Japan shall either appoint a
standing proxy in Japan, or designate a mailing address in Japan, and shall
report the name or the trade name, and the address of such standing proxy or
such mailing address. The same procedures shall be taken in the case of any
change or removal thereof.

Article 10.		(Representative of Corporate Shareholders)

A Shareholder that is a corporation shall report the title and the name
of one (1) representative of such corporation. The same procedures shall be
taken in the case of any change thereof.

Article 11.		(Representative of Jointly-Owned Shares)

Shareholders who jointly own shares or registered share pledges
pertaining to shares shall appoint one (1) representative and shall report the
name or the trade name, and the address of such representative. The same
procedures shall be taken in the case of any change therein.

Article 12.		(Legal Representative)

A legal representative of a Shareholder, such as a person having
parental authority or a guardian, shall report the name or the trade name, and
the address of such legal representative. The same procedures shall be taken in
the case of any change or removal thereof.

Article 13.		(Other Requests and Reports)

1. In addition to the Requests and Reports provided in Articles 8 through 12
hereof, unless otherwise directed by the Corporation, any Requests and Reports
to the Corporation shall be made through an Account Management Institution and
the JASDEC, or an Account Management Institution. 2. Any Requests and Reports
that may not be accepted or brokered by an Account Management Institution shall
be made to the Transfer Agent.

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CHAPTER IV EXERCISE OF SHAREHOLDERS153 RIGHTS

Article 14.		(Procedures for Exercise of Minority Shareholders153 Rights and Other Rights)

1. In the case where a Shareholder directly exercises against the
Corporation the minority shareholders153 rights and other rights provided in
Article 147, Paragraph 4 of the Law Concerning Central Clearing of Bonds, Shares
Certificates and Other Securities (the “Clearing Law”), the Shareholder shall
submit a document on which his/her printed name and seal are affixed, together
with a receipt of an individual shareholder notice issued by an Account
Management Institution as provided in Article 154, Paragraph 3 of the Clearing
Law; provided, however, that a foreigner may substitute his/her signature for
such printed name and seal. 2. The provisions of Article 7, Paragraphs 1, 3 and
4 hereof shall apply to the exercise of the minority shareholders153 rights and
other rights referred to in the preceding paragraph. CHAPTER V
REQUEST FOR PURCHASE OF FRACTIONAL UNIT SHARES

Article 15.		(Method of Request for Purchase of Shares)

In the case where a purchase by the Corporation of fractional unit
shares is requested by a Shareholder, such request shall be made through an
Account Management Institution and the JASDEC pursuant to the rules established
by the JASDEC.

Article 16.		(Determination of Purchase Price)

The purchase price of fractional unit shares for which a request for
purchase is made shall be the amount obtained by multiplying (i) the amount
equal to the last selling price per share on the auction market at the Tokyo
Stock Exchange on the day on which such request is accepted at the handling
place of the Transfer Agent referred to in Article 2 hereof (or if no sales of
shares take place on the auction market at the Tokyo Stock Exchange on such day,
the price per share at which the shares are first sold on the auction market at
the Tokyo Stock Exchange on the next day subsequent thereto) by (ii) the number
of shares being requested for purchase.

Article 17.		(Payment of Purchase Price)

1. The purchase price of fractional unit shares for which a request for
purchase is made shall, except as otherwise provided by the Corporation, be paid
to the Shareholder who requests such purchase on the fourth (4th) business day
from the day immediately following the date on which the purchase price is
determined. 2. Notwithstanding the provisions of the preceding paragraph, if
the purchase price reflects the right to receive dividends and a distribution of
new shares pursuant to a stock split or other right, the payment shall be made
on or prior to the record date for such right.

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Article 18.		(Transfer of Purchased Shares)

The fractional unit shares for which a request for purchase is made
shall be transferred to the transfer account of the Corporation on the day on
which the payment procedure provided in the preceding Article has been
completed. CHAPTER VI REQUEST FOR SALE OF FRACTIONAL
UNIT SHARES

Article 19.		(Request for Sale of Shares)

In the case where a Shareholder holding fractional unit shares requests
the Corporation to sell to the Shareholder such a number of shares that will
constitute a full unit of shares, when added to the fractional unit shares, (the
“Request for Sale”), such request shall be made through an Account Management
Institution and the JASDEC pursuant to the rules established by the JASDEC.

Article 20.		(Suspension Period of Request for Sale)

1. The Corporation shall suspend acceptance of the Request for Sale, during
the period from ten (10) business days before any of the following dates up to
such date, every year:

	(a)		March 31;
	(b)		June 30;
	(c)		September 30;
	(d)		December 31; and
	(e)		Any other determination date of Shareholders.

2. In addition to the period referred to in the preceding paragraph, the
Corporation or the JASDEC may suspend acceptance of a Request for Sale at any
time that the Corporation or the JASDEC deems such suspension to be necessary.

Article 21.		(Restriction on Request for Sale)

If an aggregate number of shares for which the Requests for Sale are
made on the same day exceeds the number of shares reserved by the Corporation
for the Requests for Sale, none of the Requests for Sale made on such day shall
become effective.

Article 22.		(Determination of Sale Price)

The sale price of fractional unit shares for which the Request for Sale
is made shall be the amount obtained by multiplying (i) the amount equal to the
last selling price per share on the auction market at the Tokyo Stock Exchange
on the day on which such Request for Sale is accepted at the handling place of
the Transfer Agent referred to in Article 2 hereof (or if no sales of shares
take place on the auction market at the Tokyo Stock Exchange on such day, the
price per share at which the shares are first sold on the auction market at the
Tokyo Stock Exchange on the next day subsequent thereto) by (ii) the number of
shares being requested for sale.

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Article 23.		(Transfer of Sold Shares)

With respect to the shares reserved by the Corporation in the number
equivalent to the number of shares for which the Request for Sale is made, the
application for the transfer of such shares to the transfer account of the
Shareholder who made such Request for Sale shall be made on the day on which it
is confirmed that the amount of the sale price has been remitted to the bank
account designated by the Corporation. CHAPTER VII
REGISTER OF STOCK ACQUISITION RIGHTS

Article 24.		(Entry or Digital Entry in the Register of Stock Acquisition Rights)

1. Request for an entry or a digital entry in the register of stock
acquisition rights, request for registration, transfer or deregistration of a
pledge pertaining to stock acquisition rights, and/or request for indication or
cancellation of trust assets shall be made to the Transfer Agent. 2. In
addition to the provisions of the preceding paragraph, handling rules of stock
acquisition rights may be separately established.

Article 25.		(Matters to be Reported by Holders of Stock Acquisition Rights)

The provisions of Articles 8 through 13 hereof shall apply mutatis
mutandis to the matters and method to be reported by a person who is
recorded, in writing or digitally, in the register of stock acquisition rights;
provided, however, that such report shall be made to the Transfer Agent, unless
otherwise provided pursuant to the provisions of Article 24, Paragraph 2 hereof.
CHAPTER VIII HANDLING CHARGES

Article 26.		(Handling Charges)

There shall be no handling charges in connection with shares and stock
acquisition rights of the Corporation.

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CHAPTER IX
MISCELLANEOUSArticle 27.

With respect to the fractional unit shares issued upon the exercise of
the conversion rights of convertible bonds or exercise of the stock acquisition
rights (including the stock acquisition rights included in bonds with stock
acquisition rights) issued abroad, the request for purchase therefor which is
made upon the exercise of such rights shall, notwithstanding the provisions of
these Regulations, be governed by the terms and conditions of the relevant
convertible bonds or stock acquisition rights. ADDENDUM
Article 1. For any amendment to these Regulations, a
resolution of a meeting of the Board of Directors of the Corporation or a
determination of the Corporate Executive Officer to whom the authority of
determination has been delegated by a resolution of the Board of Directors of
the Corporation shall be required. Article 2. These
Regulations, as amended, shall come into force on January 5, 2009. – 7 –