1. Date of the Meeting: July 26, 2011Approximate time required: 30 minutes Presenters: Michael Lynton & Jim Underwood Attendants: Contact Person ： Jim Underwood Department: Corporate Development, SPE Tel: +1 310 244 3987 E-mail: jim_underwood@spe.sony.com Note: Please provide a concise summary in one page. Avoid using abbreviations. Submit to: GEC Secretariat/CEO Office email :hq-gec-emc@jp.sony.com Tel : +81-3-6748-2750 ＊必要且つ十分な内容を本申請書１枚にまとめて下さい。 ( 略称はできるだけ使用しないで下さい。） 【提出先】 GEC 事務局・ CEO 室 E-mail :gh-exec-committee@jp.sony.com Tel : 9-308-2750 Michael Lynton, Chairman & CEO, SPE David Hendler, Senor EVP & CFO, SPE Leah Weil, Senor EVP & General Counsel, SPE Jim Underwood, EVP, Corporate Development, SPE 1. Proposed Matter to be Deliberated: SPE seeks deliberation of the following transaction related to its license agreement with Marvel for the film and related rights to the Spider-Man property: The sale of SPE’s 25% interest in future Spider-Man merchandise revenues The acquisition of Marvel’s 5% interest in gross proceeds for all current and future Spider-Man films The restructure of the Spider-Man operating relationship between SPE and Marvel to ease the controls (i.e., approvals and consultations) each party has over the other’s Spider-Man related activity. 2. Purpose, Background, Future Plan etc: The economic terms of the current (“pre-deal”) Spider-Man license agreement between SPE and Marvel call for, among other things,: (1) Marvel to pay SPE 25% of all Spider-Man merchandise revenue and (2) SPE to pay Marvel 5% of gross proceeds from Spider-Man films. In addition, the agreement gives each partner certain controls over the other’s Spider-Man related activity. SPE’s participation in Spider-Man merchandise revenue has been lucrative. However SPE’s role in generating merchandising revenues is largely passive and the revenue stream has risks and challenges. Furthermore, following Disney’s acquisition of Marvel, Marvel has proven willing to “buy back” interests in key Marvel properties, creating an opportunity to monetize SPE’s participation at an attractive value and favorably restructure the Spider-Man operating relationship. SPE seeks approval to divest its 25% interest in Spider-Man merchandise, eliminate Marvel’s 5% interest in Spider-Man films, and restructure controls in the license agreement to improve its operating relationship with Marvel. SPE is expected to receive a total gross consideration of $335MM to $345MM from the transaction, comprised of: (1) $175MM cash to SPE at close, (2) up to $35MM of cash to SPE for each future Spider-Man film released, scaled by box office performance (estimated gross consideration for approval purposes assumes 3 more Spider-Man films, however there could be more), and (3) non-cash consideration of $55MM to $65MM from the elimination of Marvel's 5% film participation 3. Due Review Process Prior to GEC: Sony Investment Committee review of this matter scheduled for July 25, 2011. Group Executive Committee Application Form - Approval request to propose to board of directors meeting- Management direction request - Advance deliberation of matters requiring CEO’s approval- Reporting (circle appropriate item) Officer in Charge: Sir Howard Stringer Manager in Charge: Name: Michael Lynton Department: SPE Agenda Item: SPE-Marvel Spider-Man Relationship: Restructuring and Monetization of Merchandise Interest