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Sharp Corporation OFFERING CIRCULAR Sharp Corporation (incorporated with limited liability in Japan) Sharp International Finance (U.K.) Plc (incorporated with limited liability in England) U.S.$700,000,000 Euro Medium Term Note Programme Due from one month to 30 years from the date of original issue This document (the “Offering Circular”) is issued to update, amend and restate, and supersedes, the offering circular of Sharp Corporation (“Sharp”) and Sharp International Finance (U.K.) Plc (“SIF”) dated 7th February, 2011 (as supplemented on 12th May, 2011). Under its Euro Medium Term Note Programme described in this Offering Circular (the “Programme”), Sharp and SIF (together, the “Issuers” and each, in relation to Notes issued by it, an “Issuer”), subject to compliance with all relevant laws, regulations and directives, may from time to time issue Euro Medium Term Notes (the “Notes”). The aggregate nominal amount of Notes outstanding will not at any time exceed U.S.$700,000,000 (or the equivalent in other currencies at the date of issue). Any Notes issued under the Programme on or after the date of this Offering Circular are issued subject to the provisions herein. This does not affect any Notes issued prior to the date hereof. The Notes issued by SIF are not guaranteed by Sharp but SIF has the benefit of a keep well agreement dated 22nd April, 1994 (the “Keep Well Agreement”) entered into between SIF and Sharp. See “Relationship with Sharp Corporation”. Application has been made to the Financial Services Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (“FSMA”) (the “UK Listing Authority”) for Notes issued under the Programme for the period of 12 months from the date of this Offering Circular to be admitted to the official list of the UK Listing Authority (the “Official List”) and to the London Stock Exchange plc (the “London Stock Exchange”) for such Notes to be admitted to trading on the London Stock Exchange’s Professional Securities Market (the “Market”). The Market is not a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments. Notes may be issued pursuant to the Programme which will not be listed on the Official List and admitted to trading on the Market (or any other stock exchange). The relevant pricing supplement in respect of the issue of any Notes will specify whether or not such Notes will be listed on the Official List and admitted to trading on the Market (or any other stock exchange). Sharp has been rated long-term: A+/short-term: a-1 by Rating and Investment Information, Inc., short-term: A-2 by Standard & Poor’s Ratings Japan K.K. and short-term: P-2 by Moody’s Japan K.K.. The Programme has been rated A+ by Rating and Investment Information, Inc. Moody’s Japan K.K., Standard & Poor’s Ratings Japan K.K. and Rating and Investment Information, Inc. are not established in the European Union and have not applied for registration under Regulation (EC) No 1060/2009 on credit rating agencies (the “CRA Regulation”). However, Moody’s Investor Services Ltd. and Standard & Poor’s Credit Market Services Europe Limited, which are affiliates of Moody’s Japan K.K. and Standard & Poor’s Ratings Japan K.K., respectively, are established in the European Union and registered under the CRA Regulation indicating an intention to endorse the ratings of certain of their respective non-EU affiliates. Moody’s Japan K.K., Standard & Poor’s Ratings Japan K.K. and Rating and Investment Information, Inc. are registered with the Financial Services Agency of Japan. Tranches (as defined in “Issue of Notes” below) of Notes to be issued under the Programme will be rated or unrated. Where a Tranche of Notes is rated, such rating will not necessarily be the same as the rating assigned to the Programme. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Each Tranche of Notes having an original maturity of more than one year will initially be represented by a temporary Global Note and each Tranche of Notes having an original maturity of one year or less will initially be represented by a permanent Global Note which, in each case, will be deposited on the issue date with a common depositary on behalf of Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) (the “Common Depositary”) or otherwise delivered as agreed between the relevant Issuer and the relevant Dealer. Interests in temporary Global Notes will be exchangeable for interests in permanent Global Notes or, if so stated in the relevant Pricing Supplement, for definitive Notes after the date falling 40 days after the issue date, upon certification as to non-U.S. beneficial ownership, and interests in permanent Global Notes will be exchangeable for definitive Notes, in each case as described under “Summary of Provisions Relating to the Notes while in Global Form”. In the case of the issue of any Notes which are to be offered to the public in a Member State of the European Economic Area in circumstances which would otherwise require the publication of a prospectus under the Prospectus Directive (2003/71/EC) (the “Prospectus Directive”), the minimum specified denomination of such Notes shall be €100,000 (or its equivalent in any other currency as at the date of issue of the Notes). Prospective investors should have regard to the factors described under the section headed “Risk Factors” in this Offering Circular. The Offering Circular does not describe all of the risks of an investment in the Notes. Dealers Citigroup Daiwa Capital Markets Europe Goldman Sachs International J.P. Morgan Mitsubishi UFJ Securities International plc Mizuho International plc Morgan Stanley Nomura The Royal Bank of Scotland UBS Investment Bank Arranged by Goldman Sachs International The date of this Offering Circular is 7th February, 2012. This Offering Circular, comprises listing particulars in relation to SIF and, with the exception of the information contained in the sections entitled “Sharp International Finance (U.K.) Plc” on pages 57 to 59 and paragraphs 3, 7 and 13 under “General Information” on pages 81 to 83 of this document, comprises listing particulars in relation to Sharp, given in compliance with the listing rules (the “Listing Rules”) made under Section 74 of FSMA by the UK Listing Authority for the purpose of giving information with regard to the Issuers and the consolidated subsidiaries of Sharp (Sharp, together with its consolidated subsidiaries and affiliates, the “Group”) and the Notes which, according to the particular nature of the Issuers, the Group and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the relevant Issuer (in relation to the relevant Issuer, “Listing Particulars”). Accordingly, each Issuer accepts responsibility for the information contained in its Listing Particulars. To the best of the knowledge of each of the Issuers (each having taken all reasonable care to ensure that such is the case) the information contained in its Listing Particulars is in accordance with the facts and does not omit anything likely to affect the import of such information. This Offering Circular is to be read in conjunction with all documents which are incorporated herein by reference (see “Documents Incorporated by Reference”). No person has been authorised to give any information or to make any representation other than those contained in this Offering Circular in connection with the issue or sale of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by either of the Issuers or any of the Dealers or the Arranger (each as defined in “Plan of Distribution”). Neither the delivery of this Offering Circular nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no material change in the affairs of each of the Issuers since the date hereof or the date upon which this Offering Circular has been most recently amended, restated or supplemented or that there has been no material adverse change in the financial condition of each of the Issuers since the date hereof or the date upon which this Offering Circular has been most recently amended, restated or supplemented or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. The distribution of this Offering Circular and the offer or sale of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are required by the Issuers, the Dealers and the Arranger to inform themselves about and to observe any such restriction. For a description of certain further restrictions on offers and sales of Notes and distribution of this document, see “Plan of Distribution”. The Notes have not been and will not be registered under the United States Securities Act of 1933 (the “Securities Act”) and include Notes in bearer form that are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as designed in the U.S. Internal Revenue Code of 1986, as amended, and regulations thereunder).
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